THIRD AMENDMENT
THIRD AMENDMENT, dated as of September 24, 1999 (this "Amendment"), to
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the Credit and Guarantee Agreement, dated as of December 19, 1997, (as amended
by the First Amendment, dated as of May 27, 1998, the Second Amendment, dated as
of January 8, 1999, and as may be further amended, supplemented or otherwise
modified from time to time, the "Credit and Guarantee Agreement"), among Exide
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Corporation, a Delaware corporation (the "Company"), the Borrowing Subsidiaries
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signatory thereto, the Guarantors signatory thereto, the several lenders from
time to time parties thereto (the "Lenders"), ▇▇▇▇▇▇ Commercial Paper Inc., as
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Syndication Agent for the Lenders (in such capacity, the "Syndication Agent")
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and Credit Suisse First Boston, as Administrative Agent for the Lenders (in such
capacity, the "Administrative Agent").
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W I T N E S S E T H:
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WHEREAS, pursuant to the Credit and Guarantee Agreement, the Lenders
have agreed to make, and have made, certain loans and other extensions of credit
to the Company and the Borrowing Subsidiaries; and
WHEREAS, the Company and the Borrowing Subsidiaries have requested,
and, upon this Amendment becoming effective, the Lenders have agreed, that
certain provisions of the Credit and Guarantee Agreement and Collateral
Agreement be amended in the manner provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. (a) General. Terms defined in the Credit and
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Guarantee Agreement and used herein shall, unless otherwise indicated, have the
meanings given to them in the Credit and Guarantee Agreement. Terms defined and
used in this Amendment shall have the meanings given to them in this Amendment.
(b) Amendment of Definitions. Section 1.1 of the Credit and Guarantee
------------------------
Agreement is hereby amended by (i) inserting after the word "Expenditures" in
the fourth line of the definition of "Consolidated Fixed Charge Coverage Ratio"
the following: "(other than Capital Expenditures of the type described in
paragraph (c) of the proviso to Section 8.7)", (ii) inserting at the end of the
definition of "Indebtedness" the following: "Notwithstanding the foregoing, the
obligation of the Company to make the installment investments in the joint
venture separately disclosed in writing to the Lenders in connection with the
Third Amendment as Project Enterprise as required by the joint venture agreement
relating to such joint venture shall not constitute Indebtedness.", (iii)
inserting after the word "Francs" in the first line of the definition of
"Optional Currencies" the following: ", euro", (iv) inserting after the
reference to
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Schedule 1.1E in the eighth line of the definition of "Permitted Acquisition"
the words "and the acquisition separately disclosed in writing to the Lenders in
connection with the Third Amendment as Project Tortoise to the extent the
Company acquires at least 85% of the Capital Stock of the Person acquired in
such acquisition", (v) replacing the definition of the term "Business Day" with
the following new definition:
"'Business Day': a day other than a Saturday, Sunday or other day on
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which commercial banks in New York City or London, England are authorized
or required by law to close; provided that such day also (a) is a day upon
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which trading is conducted by and between banks in deposits for the
currency in which such Eurocurrency Loan is to be made in the relevant
interbank eurocurrency market, with respect to notices and determinations
in connection with, and payments of principal and interest on, Eurocurrency
Loans, (b) is not a day on which commercial banks in the principal
financial center in the country in which such Borrowing Subsidiary is
organized are authorized or required by law to close, in the case of Loans
made to any Borrowing Subsidiary and (c) in the case of euro only, is not a
day on which commercial banks in the city which the Administrative Agent
nominates for purposes of its euro operations are authorized or required by
law to close; provided, further, when such term is used for the purpose of
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determining the date on which the Eurocurrency Base Rate is determined
under this Agreement for any Loan denominated in euro for any Interest
Period therefor and for purposes of determining the first and last day of
any Interest Period, references in this Agreement to Business Days shall be
deemed to be references to Target Operating Days.",
(vi) replacing the definition of the term "Designated Equity Amounts" with the
following new definition:
"'Designated Equity Amounts': at any date, the amount equal to the
-------------------------
sum of (i) the aggregate amount of Net Cash Proceeds received by the
Company and its Subsidiaries from the issuance of Capital Stock and (ii)
the value of any shares of common stock of the Company directly issued to
the sellers as part of the consideration for any Permitted Acquisition or
Permitted Joint Venture (valued at fair market value (as determined in good
faith by the Board of Directors of the Company)), in each case, which (a)
have been designated in writing by the Company to the Administrative Agent
as "Designated Equity Amounts" and (b) are utilized by the Company and its
Subsidiaries within 45 days after such receipt to finance Permitted
Acquisitions pursuant to Section 8.8(h) or Permitted Joint Ventures
pursuant to Section 8.8(i)."
and (vii) replacing the definition of the term "Wholly Owned Subsidiary" with
the following new definition:
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"'Wholly Owned Subsidiary': as to any Person, any other Person all of
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the Capital Stock of which (other than directors' qualifying shares
required by law) is owned by such Person directly and/or through other
Wholly Owned Subsidiaries; provided, however, that each of the Foreign
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Subsidiaries of the Company set forth in Schedule 1.1G and Schedule B to
the Third Amendment shall be deemed to be a "Wholly Owned Subsidiary" to
the extent that the Company owns beneficially at least the percentage of
such Foreign Subsidiary set forth opposite such Foreign Subsidiary's name
on Schedule 1.1G or Schedule B, as the case may be.
(c) Addition of Definitions. Section 1.1 of the Credit and Guarantee
-----------------------
Agreement is hereby amended by adding thereto the following new definition in
appropriate alphabetical order:
"`Consolidated Interest Coverage Ratio': for any period, the ratio of
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(a) Consolidated EBITDA for such period to (b) Consolidated Interest
Expense for such period.
`EMU': Economic and Monetary Union as contemplated in the Treaty on
---
European Union.
`EMU Legislation': legislative measures of the European Union for the
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introduction of, changeover to or operation of the euro in one or more
member states.
`euro': the single currency of the European Union as constituted by
----
the Treaty on European Union and as referred to in EMU Legislation.
`euro unit': the currency unit of the euro as defined in the EMU
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Legislation.
"FQ1", "FQ2 ", "FQ3", and "FQ4": when used with a numerical year
--- ---- --- ---
designation, means the first, second, third or fourth fiscal quarters,
respectively, of such fiscal year of the Company (e.g., FQ2 2000 means the
second fiscal quarter of the Company's 2000 fiscal year, which fiscal
quarter ends October 3, 1999).
`National Currency Unit': the unit of currency (other than a euro
----------------------
unit) of a Participating Member State.
`Participating Member State': any member state which has the euro as
--------------------------
its lawful currency.
`Subsequent Participant': any member state that adopts the euro as
----------------------
its lawful currency after January 1, 1999.
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`Target Operating Day': any day that is not (a) a Saturday or Sunday,
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(b) Christmas Day or New Year's Day or (c) any other day on which the
Trans-European Real-time Gross Settlement Operating System (or any
successor settlement system) is not operating (as determined by the
Administrative Agent).
`Third Amendment': the Third Amendment, dated as of September 24,
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1999, to this Agreement.
`Treaty on European Union': the Treaty of Rome of March 25, 1957, as
------------------------
amended by the Single ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and the Maastricht Treaty (which
was signed at Maastricht on February 7, 1992, and came into force on
November 1, 1993), as amended from time to time."
2. Amendment to Section 3.5(a). Section 3.5(a) of the Credit and
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Guarantee Agreement is hereby amended by adding thereto immediately after the
reference to Section 8.2 in the seventh line thereof and prior to the comma the
following: "(other than paragraph (q) thereof)".
3. Amendment to Section 3.11. There shall be added to Section 3.11
-------------------------
of the Credit and Guarantee Agreement the following new paragraphs (i) through
(l):
"(i) A payment shall be deemed to have been made by the
Administrative Agent on the date on which it is required to be made under
this Agreement if the Administrative Agent has, on or before that date,
taken all relevant steps to make that payment. With respect to the payment
of any amount denominated in euro, the Administrative Agent shall not be
liable to any Borrower or any of the Lenders in any way whatsoever for any
delay, or the consequences of any delay, in the crediting to any account of
any amount required by this Agreement to be paid by the Administrative
Agent if the Administrative Agent shall have taken all relevant steps to
achieve, on the date required by this Agreement, the payment of such amount
in immediately available, freely transferable, cleared funds in the euro
unit to the account with the bank in the principal financial center in the
Participating Member State which the relevant Borrower or, as the case may
be, any Lender shall have specified for such purpose. In this paragraph
(i), "all relevant steps" means all such steps as may be prescribed from
time to time by the regulations or operating procedures of such clearing or
settlement system as the Administrative Agent may from time to time
determine for the purpose of clearing or settling payments of euro.
(j) Any amount payable by the Administrative Agent to the
Lenders under this Agreement in the currency of a Participating Member
State shall be paid in the euro unit.
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(k) If, in relation to the currency of any Subsequent
Participant, the basis of accrual of interest or fees expressed in this
Agreement with respect to such currency shall be inconsistent with any
convention or practice in the London Interbank Market or, as the case may
be, the Paris Interbank Market for the basis of accrual of interest or fees
in respect of the euro, such convention or practice shall replace such
expressed basis effective as of and from the date on which such Subsequent
Participant becomes a Participating Member State; provided, that if any
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Loan in the currency of such Subsequent Participant is outstanding
immediately prior to such date, such replacement shall take effect, with
respect to such Loan, at the end of the then current Interest Period.
(l) Without prejudice and in addition to any method of
conversion or rounding prescribed by any EMU legislation and (i) without
prejudice to the respective liabilities for indebtedness of the Borrowers
to the Lenders and the Lenders to the Borrowers under or pursuant to this
Agreement and (ii) without increasing the Available Revolving Credit
Commitment of any Lender:
(i) the Revolving Credit Facility and each reference in this
Agreement to a minimum amount (or an integral multiple thereof) in a
national currency denomination of a Subsequent Participant to be paid
to or by the Administrative Agent shall, immediately upon such
Subsequent Participant becoming a Participating Member State, be
replaced by a reference to such reasonably comparable and convenient
amount (or an integral multiple thereof) in the euro unit as the
Administrative Agent may from time to time specify; and
(ii) except as expressly provided in this Section 3.11, each
provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to
time specify to be necessary or appropriate to reflect the adoption of
the euro in any Participating Member State and any relevant market
conventions or practices relating to the euro."
4. Amendment to Section 3.19. Section 3.19 of the Credit and
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Guarantee Agreement is hereby amended by deleting paragraphs (a) and (c)
thereof.
5. Addition of Section 3.21. There shall be added to the Credit and
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Guarantee Agreement the following new Section 3.21:
"3.21 Redenomination and Alternative Currencies. Each
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obligation under this Agreement of a party to this Agreement which has been
denominated in the national currency unit of a Subsequent Participant state
shall be redenominated into the euro unit in accordance with EMU
legislation immediately upon such Subsequent Participant becoming a
Participating Member State (but otherwise in accordance with EMU
Legislation)."
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6. Amendment to Section 7.9. Section 7.9 of the Credit and Guarantee
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Agreement is hereby amended by deleting such section in its entirety and
substituting in lieu thereof the following new Section 7.9:
"7.9 Interest Rate Protection. In the case of the Company,
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maintain in effect Interest Rate Protection Agreements to the extent
necessary to provide that at all times at least 25% of the aggregate then
outstanding principal amount of the Term Loans is subject to either a fixed
interest rate or interest rate protection for a period and on other terms
and conditions reasonably satisfactory to the Agents."
7. Amendment to Section 8.1(a). Section 8.1(a) of the Credit and
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Guarantee Agreement is hereby amended by deleting the table contained therein
and substituting in lieu thereof the following table:
Consolidated
Period Leverage Ratio
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FQ2 2000 - FQ3 2000 5.75 to 1.0
FQ4 2000 - FQ1 2001 5.10 to 1.0
FQ2 2001 5.00 to 1.0
FQ3 2001 4.50 to 1.0
FQ4 2001 - FQ2 2002 4.25 to 1.0
FQ3 2002 3.75 to 1.0
FQ4 2002 - FQ2 2003 3.25 to 1.0
FQ3 2003 and thereafter 3.00 to 1.0
8. Amendment to Section 8.1(b). Section 8.1(b) of the Credit and
Guarantee Agreement is hereby amended by deleting the table contained therein
and substituting in lieu thereof the following table:
Consolidated Fixed
Period Charge Coverage Ratio
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FQ2 2000 - FQ3 2000 1.00 to 1.0
FQ4 2000 - FQ2 2001 1.10 to 1.0
FQ3 2001 and thereafter 1.20 to 1.0
9. Amendment to Section 8.1(c). Section 8.1(c) of the Credit and
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Guarantee Agreement is hereby amended by deleting such section in its entirety
and substituting in lieu thereof the following new Section 8.1(c):
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"(c) Consolidated Interest Coverage Ratio. Permit the
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Consolidated Interest Coverage Ratio for any period of four consecutive
fiscal quarters of the Company ending during any period set forth below to
be less than the ratio set forth below opposite such period:
Consolidated Interest
Period Coverage Ratio
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FQ2 2000 - FQ4 2000 2.25 to 1.0
FQ1 2001 - FQ2 2001 2.40 to 1.0
FQ3 2001 - FQ2 2002 2.75 to 1.0
FQ3 2002 and thereafter 3.00 to 1.0
10. Amendment to Section 8.2. Section 8.2 of the Credit and
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Guarantee Agreement is hereby amended by (a) deleting the word "and" at the end
of the paragraph (o) thereof, (b) deleting the period at the end of paragraph
(p) and substituting in lieu thereof the following: "; and" and (c) adding
thereto the following new paragraph (q):
"(q) unsecured Indebtedness of any Foreign Subsidiary in an aggregate
principal amount (for all Foreign Subsidiaries) not to exceed $50,000,000
at any one time outstanding; provided, that the Net Cash Proceeds thereof
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are applied in accordance with Section 3.5(a)."
11. Amendment to Subsection 8.3. Subsection 8.3 of the Credit and
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Guarantee Agreement is hereby amended by (a) deleting the word "and" at the end
of the paragraph (n) thereof, (b) deleting the period at the end of paragraph
(o) thereof and substituting in lieu thereof the following: "; and" and (c)
adding thereto the following new paragraph (p):
"(p) Liens consisting of the right of the Company's joint venture
partner (the "Partner") in the joint venture separately disclosed in
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writing to the Lenders in connection with the Third Amendment as Project
Enterprise to require the Company to put its ownership interests in such
joint venture to the Partner in the event the Company does not make certain
of the investments required by the joint venture agreement relating to such
joint venture."
12. Amendment to Section 8.5. Section 8.5 of the Credit and
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Guarantee Agreement is hereby amended by (a) deleting the word "and" at the end
of the paragraph (i) thereof, (b) deleting the period at the end of paragraph
(j) and substituting in lieu thereof the following: "; and" and (c) adding
thereto the following new paragraph (k):
"(k) the sale by the Company or any of its Subsidiaries of the assets
described on Schedule A to the Third Amendment (or, in the case of the
particular asset specified on Schedule A (the "Contributed Asset"), the
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contribution of such asset to a joint venture and
8
the sale of equity interests in such joint venture to a third party), so
long as the aggregate consideration (including debt assumed by the
purchaser thereof) received by the Company or any such Subsidiary in
connection with any such asset sale (or contribution and sale) shall be at
least equal to the minimum consideration with respect to such asset as
disclosed on such Schedule A."
13. Amendment to Section 8.8(e). Section 8.8(e) of the Credit and
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Guarantee Agreement is hereby amended by deleting such section in its entirety
and substituting in lieu thereof the following new Section 8.8(e):
"(e) the Company or any of its Subsidiaries may make intercompany
loans to (i) any Wholly Owned Subsidiary so long as each such intercompany
loan of the Dollar Equivalent of $1,000,000 or more in principal amount is
evidenced by a promissory note (in form and substance satisfactory to the
Administrative Agent) which is pledged in favor of the Administrative Agent
pursuant to the Collateral Agreement or a Pledge Agreement and (ii) any
Subsidiary which is not a Wholly Owned Subsidiary; provided, that the
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aggregate principal amount of all such loans described in this clause (ii)
shall not exceed $10,000,000 at any one time outstanding;"
14. Amendment to Section 8.8(h). Section 8.8(h) of the Credit and
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Guarantee Agreement is hereby amended by adding thereto immediately after the
reference to Schedule 1.1E in the fourth line thereof the following:
"and other than the acquisition separately disclosed in writing to the
Lenders in connection with the Third Amendment as Project Tortoise, to
the extent such separately disclosed acquisition is financed with
Designated Equity Amounts,"
15. Amendment to Section 8.8(i). Section 8.8(i) of the Credit and
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Guarantee Agreement is hereby amended by deleting such section in its entirety
and substituting in lieu thereof the following new Section 8.8(i):
"(i) (x) the contribution to a Permitted Joint Venture of the
Contributed Asset and (y) other investments in Permitted Joint Ventures in
an aggregate amount thereof at any one time not to exceed for all
investments made pursuant to this clause (y) the sum of (A) $25,000,000 and
(B) the amount of any such investments financed with Designated Equity
Amounts to the extent such Designated Equity Amounts do not exceed
$25,000,000."
16. Replacement of Pricing Grid. Annex A to the Credit and Guarantee
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Agreement is hereby amended by deleting such Annex A in its entirety and
substituting in lieu thereof the Pricing Grid attached as Annex A hereto.
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17. Approval of Addition of Subsidiaries as Borrowing Subsidiaries.
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Subject to the terms and conditions of this Amendment, the Credit and Guarantee
Agreement and each of the Joinder Agreements of even date herewith made by
Centra S.A., CMP Batterijen B.V., Accumulatorenfabrik Sonnenshein GmbH and CMP
Batteries Limited, respectively (collectively, the "New Borrowing Subsidiaries")
--------------------------
in favor of the Administrative Agent for the benefit of the Lenders,
substantially in the form attached as Exhibit A hereto (collectively, the
"Joinder Agreements"), the Majority Revolving Credit Facility Lenders hereby
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approve the addition of the New Borrowing Subsidiaries as Borrowing Subsidiaries
under the Credit and Guarantee Agreement.
In addition, the Designated Maximum with respect to Tudor A.B., which was named
a Borrowing Subsidiary on the Closing Date but with respect to which no
Designated Maximum was specified on the Closing Date, is $25,000,000.
18. Conditions to Effectiveness. This Amendment shall become
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effective on and as of the date that the Administrative Agent shall have
received counterparts of this Amendment, duly executed by the Company, the
Borrowing Subsidiaries, the Guarantors, the Required Lenders and the Majority
Revolving Credit Facility Lenders and the Company shall have paid the fees
referred to in Section 21 of this Amendment. In addition, the effectiveness of
the addition of the New Borrowing Subsidiaries as Borrowing Subsidiaries under
the Credit and Guarantee Agreement is conditioned upon the following additional
conditions precedent:
(a) The Administrative Agent shall have received counterparts of
the Joinder Agreement, duly executed and delivered by the Company and
the New Borrowing Subsidiaries, and by the approval of such New
Borrowing Subsidiary as a Borrowing Subsidiary under the Credit and
Guarantee Agreement each of the Lenders is deemed to have accepted the
contents of the Joinder Agreement, including, without limitation, the
Designated Maximums specified therein.
(b) The Administrative Agent shall have received and be
reasonably satisfied with corporate resolutions, other corporate
documents, certificates and legal opinions in respect of each New
Borrowing Subsidiary substantially equivalent to comparable documents
delivered on the Closing Date in respect of the Borrowing Subsidiaries
party to the Credit and Guarantee Agreement on the Closing Date.
(c) The Administrative Agent shall have received counterparts of
the Foreign Obligations Guarantor Joinder Agreement, substantially in
the form of Exhibit B to this Amendment, duly executed and delivered
by each of the New Borrowing Subsidiaries.
(d) The Administrative Agent shall have received an additional
Pledge Agreement granting to the Administrative Agent, for the benefit
of the Foreign Lenders, a perfected first priority security interest
in the Capital Stock of each of the New Borrowing Subsidiaries, and
all such legal opinions and any other documentation deemed necessary
by the Administrative Agent in connection with
10
such pledge shall be in form and substance, and, in the case of
opinions, from counsel, reasonably satisfactory to the Administrative
Agent.
(e) The Administrative Agent shall have received such other
documents with respect to any of the foregoing matters as it shall
reasonably request.
19 Representations and Warranties. The Company as of the date
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hereof and after giving effect to the amendments contained herein, hereby
confirms, reaffirms and restates those representations and warranties made by it
in Section 5 of the Credit and Guarantee Agreement; provided, that each
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reference to the Credit and Guarantee Agreement therein shall be deemed to be a
reference to the Credit and Guarantee Agreement after giving effect to this
Amendment.
20 Payment of Expenses. The Company agrees to pay or reimburse the
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Syndication Agent and the Administrative Agent for all of their out-of-pocket
costs and reasonable expenses incurred in connection with the Amendment, any
other documents prepared in connection herewith and the transactions
contemplated hereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Syndication Agent and the Administrative Agent.
21 Fees. In consideration of the agreement of the Lenders to
----
consent to the amendments contained herein, the Company agrees to pay to each
Lender which so consents on or prior to September 24, 1999, an amendment fee in
an amount equal to 0.125% of the aggregate amount of such Lender's Commitment,
payable on the date hereof in immediately available funds.
22 Reference to and Effect on the Loan Documents; Limited Effect.
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On and after the date hereof and the satisfaction of the conditions contained in
Section 18 of this Amendment, each reference in the Credit and Guarantee
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit and Guarantee Agreement, and each reference in the other
Loan Documents to "the Credit and Guarantee Agreement", "thereunder", "thereof"
or words of like import referring to the Credit and Guarantee Agreement, shall
mean and be a reference to the Credit and Guarantee Agreement as amended hereby.
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 or any Agent under any of the Loan Documents, nor constitute a waiver
of any provisions of any of the Loan Documents. Except as expressly amended
herein, all of the provisions and covenants of the Credit and Guarantee
Agreement and the other Loan Documents are and shall continue to remain in full
force and effect in accordance with the terms thereof and are hereby in all
respects ratified and confirmed.
23 Counterparts. This Amendment may be executed by one or more of
------------
the parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.
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24 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
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THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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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 CORPORATION, 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 ▇.▇.
▇▇▇▇▇ A.B.
EXIDE VERWALTUNGS GMBH
MERCOLEC TUDOR B.V.,
each as a Borrowing Subsidiary and as a Guarantor
By:_______________________________________________
Name:
Title:
13
ACCUMULATORENFABRIK SONNENSCHEIN
GMBH
COMPAGNIA GENERALE ACCUMULATORI
S.P.A.
SINAC S.R.L.
FULMEN IBERICA S.A.
CMP BATTERIES LIMITED
CMP BATTERIJEN B.V.
SOCIETE FRANCAISE DES ACCUMULATEURS
▇▇▇▇▇ ▇.▇.
CMP BATTERIER A/S
EXIDE AUTOMOTIVE BATTERIE GMBH
▇▇▇▇▇ BATTERIE A.G.
INDUSTRIA COMPOSIZIONI STAMPATE S.P.A.
▇▇▇▇▇ BATTERIJEN B.V.
ELECTRO MERCANTIL INDUSTRIAL ▇.▇.
▇▇▇▇▇▇▇▇▇▇ S.A.
TERRENOS Y CONSTRUCCIONES S.A.
T.S. BATTERIE S.R.L.
EXIDE BATTERIES LIMITED
B.I.G. BATTERIES LIMITED
EXIDE (DAGENHAM) LIMITED
EXIDE FRANCE S.A.
FULMEN UK LIMITED
EXIDE AUTOMOTIVE S.A.
CMP BATTERIJEN N.V.
SOCIEDAD PORTUGUESA DO ACUMULADOR
▇▇▇▇▇ ▇.▇.
EXIDE DENMARK A/S
GEMALA SWEDEN AB
CENTRA S.A.
DETA AKKUMULATORENWERK GMBH
MAREG ACCUMULATOREN GMBH
FRIWO SILBERKRAFT MBH
EXIDE SONNAK A/S
CMP BATTERIJEN S.A.
EXIDE AUTOMOTIVE B.V.
EXIDE LENDING LIMITED
each as a Guarantor, subject to the
limitations, if any, contained in
Schedule 10.1
By:__________________________________
Name:
Title:
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GBC, INC.
as a Guarantor
By:_____________________________
Name:
Title:
GENERAL BATTERY CORPORATION
as a Guarantor
By: Exide Investments, Inc., trustee
By:_____________________________
Name:
Title:
EXIDE INTERNATIONAL, INC.
as a Guarantor
By:_____________________________
Name:
Title:
15
▇▇▇▇▇▇ BROTHERS INC., as Arranger
By:_____________________________
Name:
Title:
▇▇▇▇▇▇ COMMERCIAL PAPER INC., as
Syndication Agent and as a Lender
By:_____________________________
Name:
Title:
▇▇▇▇▇▇ SYNDICATED LOANS INC.
By:_____________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as
Arranger and as Administrative Agent
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
16
CREDIT SUISSE FIRST BOSTON, as a
Lender
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
▇▇▇▇▇▇ BROTHERS BANKHAUS AG
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
ALPHA CREDIT BANK A.E.
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
BANK OF MONTREAL
By:_____________________________
Name:
Title:
17
BANQUE PARIBAS
By:_____________________________
Name:
Title:
BANK POLSKA KASA OPIEKI S.A. - PEKAO S.A.
By:_____________________________
Name:
Title:
SCOTIABANK EUROPE PLC
By:_____________________________
Name:
Title:
BANCA POPOLARE DI BERGAMO-CREDITO
VARESINO S.C.A.R.L.
By:_____________________________
Name:
Title:
BANKBOSTON, N.A.
By:_____________________________
Name:
Title:
▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇ ▇▇ ▇'▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
BHF BANK AKTENGESELLSCHAFT
By:_____________________________
Name:
Title:
BANQUE NATIONALE DE PARIS
By:_____________________________
Name:
Title:
BANCO ESPIRITO SANTO E COMERCIAL DE
LISBOA S.A.
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
19
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE NEW YORK BRANCH
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
COMERICA BANK
By:_____________________________
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
DAI-ICHI KANGYO BANK, LTD.
By:_____________________________
Name:
Title:
20
DRESDNER BANK AG NEW YORK & GRAND
CAYMAN BRANCHES
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:_____________________________
Name:
Title:
CORESTATES BANK, N.A.
By:_____________________________
Name:
Title:
INDUSTRIAL BANK OF JAPAN, LIMITED
NEW YORK BRANCH
By:_____________________________
Name:
Title:
OSTERREICHISCHE INVESTITIONSKREDIT AG
By:_____________________________
Name:
Title:
21
MEESPIERSON N.V.
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
MELLON BANK, N.A.
By:_____________________________
Name:
Title:
THE MITSUBISHI TRUST & BANKING
CORPORATION
By:_____________________________
Name:
Title:
SOCIETE GENERALE
By:_____________________________
Name:
Title:
THE SUMITOMO TRUST & BANKING CO., LTD.
By:_____________________________
Name:
Title:
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇▇), INC.
By:_____________________________
Name:
Title:
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
By: ING CAPITAL ADVISORS, INC., as
Investment Advisor
By:_____________________________
Name:
Title:
ARCHIMEDES FUNDING, L.L.C.
By: ING CAPITAL ADVISORS, INC., as
Collateral Advisor
By:_____________________________
Name:
Title:
ORIX USA CORPORATION
By:_____________________________
Name:
Title:
PARIBAS CAPITAL FUNDING LLC
By:_____________________________
Name:
Title:
23
KZH CNC LLC
By:_____________________________
Name:
Title:
KZH CYPRESSTREE-1 LLC
By:_____________________________
Name:
Title:
KZH LANGDALE LLC
By:_____________________________
Name:
Title:
KZH PONDVIEW LLC
By:_____________________________
Name:
Title:
KZH WATERSIDE LLC
By:_____________________________
Name:
Title:
THE BANK OF SCOTLAND
By:_____________________________
Name:
Title:
▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
By:_____________________________
Name:
Title:
NATEXIS BANQUE BFCE
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
ALLIANCE CAPITAL MANAGEMENT L.P., as
Manager on behalf of Alliance Capital
Funding, L.L.C.
By: Alliance Capital Management Corporation,
General Partner of Alliance Capital
Management L.P.
By:_____________________________
Name:
Title:
25
ALLIANCE CAPITAL MANAGEMENT L.P., as
Manager on behalf of Alliance Investments
Limited
By: Alliance Capital Management Corporation,
General Partner of Alliance Capital
Management L.P.
By:_____________________________
Name:
Title:
BALANCED HIGH YIELD FUND I LTD.,
By: BHF-Bank Aktiengesellschaft, acting
through its New York Branch, as
attorney-in-fact
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS II, LTD.
As: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By:_____________________________
Name:
Title:
DELANO COMPANY
By: Pacific Investment Management Company,
as its Investment Advisor
By:_____________________________
Name:
Title:
26
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital, as Portfolio Manager
By:_____________________________
Name:
Title:
ROYALTON COMPANY
By: Pacific Investments Management Company,
as Investment Advisor
By: PIMCO Management Inc., a general partner
By:_____________________________
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By:_____________________________
Name:
Title:
▇▇▇▇▇▇▇ & ▇▇▇▇ FINANCIAL INC.
By:_____________________________
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE LONDON BRANCH
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇▇▇ ▇▇▇▇▇ Management as
Investment Advisor
By:______________________________
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR
LOAN FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ Management as Investment
Advisor
By:______________________________
Name:
Title:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF
NEW YORK
By:______________________________
Name:
Title:
▇▇
▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, f/k/a NBD BANK
By:______________________________
Name:
Title:
CAPTIVA IV FINANCE, LTD., as advised by
Pacific Investment Management Company
By:______________________________
Name:
Title:
WINGED FOOT FUNDING TRUST
By:______________________________
Name:
Title:
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By:______________________________
Name:
Title:
BLACK DIAMOND CLO, 1998-1 LTD.
By:______________________________
Name:
Title:
28
MONUMENT CAPITAL LTD., as Assignee
By: Alliance Capital Management L.P.,
as Investment Manager
By: Alliance Capital Management
Corporation, as General Partner
By:______________________________
Name:
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management
Company Inc., its Managing Member
By:______________________________
Name:
Title:
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company Inc., its Managing Member
By:______________________________
Name:
Title:
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company Inc., as Portfolio Manager
By:______________________________
Name:
Title:
29
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company Inc., as Portfolio Manager
By:______________________________
Name:
Title:
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC, Collateral
Manager and Authorized Signatory
By:_____________________________
Name:
Title:
30
Applicable Applicable
Margin Margin
for for Tranche
Revolving A Term
Credit Loans Applicable
Loans which Applicable which are Applicable Margin Applicable
are Base Margin for Base Rate Margin for for Tranche Margin for
Rate Loans Revolving Loans or Tranche A B Term Tranche B
or Foreign Credit Loans Foreign Term Loans Loans which Term Loans
Consolidated Alternate which are Alternate which are are Base which are Facility
Leverage Rate Loans Eurocurrency Rate Loans Eurocurrency Rate Loans Eurocurrency Fee Rate
Ratio Loans Loans Loans
--------------------------------------------------------------------------------------------------------------
Greater than or
equal to 5.25 to 1 1.25% 2.25% 1.75% 2.75% 2.00% 3.00% .50%
--------------------------------------------------------------------------------------------------------------
Greater than or
equal to 4.50 to 1 1.00% 2.00% 1.50% 2.50% 1.75% 2.75% .50%
and less than 5.25
to 1
--------------------------------------------------------------------------------------------------------------
Greater than or
equal to 4.00 1 .50% 1.50% 1.00% 2.00% 1.50% 2.50% .50%
and less than
4.50 to 1
--------------------------------------------------------------------------------------------------------------
Greater than or
equal to 3.50 to 1 .25% 1.25% .75% 1.75% 1.25% 2.25% .50%
and less than
4.00 to 1
--------------------------------------------------------------------------------------------------------------
Greater than or
equal to 3.00 to 1 0% .75% .25% 1.25% 1.00% 2.00% .50%
and less than
3.50 to 1
--------------------------------------------------------------------------------------------------------------
Less than
3.00 to 1 0% .625% 0% 1.00% .75% 1.75% .375%
==============================================================================================================
Changes in the Applicable Margin or in the Facility Fee Rate resulting from
changes in the Consolidated Leverage Ratio shall become effective on the date
(the "Adjustment Date") on which financial statements are delivered to the
---------------
Administrative Agent and the Lenders pursuant to Section 7.1 (but in any event
not later than the 50th day after the end of each of the first three quarterly
periods of each fiscal year or the 100th day after the end of each fiscal year,
as the case may be) and shall remain in effect until the next change to be
effected pursuant to this paragraph. If any financial statements referred to
above are not delivered within the time periods specified above, then, until
such financial statements are delivered, the Consolidated Leverage Ratio as at
the end of the fiscal period that would have been covered thereby shall for the
purposes of this definition be deemed to be greater than 5.25 to 1. In
addition, at all times while an Event of Default shall have occurred and be
continuing, the Consolidated Leverage Ratio shall for the purposes of this
definition be deemed to be greater than 5.25 to 1. Each determination of the
Consolidated Leverage Ratio pursuant to this definition shall be made with
respect to the period of four consecutive fiscal quarters of the Company ending
at the end of the period covered by the relevant financial statements.
31
EXHIBIT A
---------
BORROWING SUBSIDIARY JOINDER AGREEMENT
BORROWING SUBSIDIARY JOINDER AGREEMENT, dated as of September 21,
1999, made by Centra S.A., CMP Batterijen B.V., Accumulatorenfabrik Sonnenshein
GmbH and CMP Batteries Limited (collectively, the "Borrowing Subsidiaries")
----------------------
pursuant to the Credit and Guarantee Agreement, dated as of December 19, 1997
(as amended, supplemented or otherwise modified from time to time, the "Credit
------
and Guarantee Agreement"), among Exide Corporation (the "Company"), the
----------------------- -------
Borrowing Subsidiaries from time to time parties thereto (the "Borrowing
---------
Subsidiaries"; collectively with the Company, the "Borrowers"), the Subsidiary
------------ ---------
Guarantors from time to time parties thereto, the several Lenders from time to
time parties thereto, Credit Suisse First Boston, as administrative agent (in
such capacity, the "Administrative Agent") and ▇▇▇▇▇▇ Commercial Paper Inc., as
--------------------
syndication agent (in such capacity, the "Syndication Agent"). Unless otherwise
-----------------
defined herein, terms defined in the Credit and Guarantee Agreement and used
herein shall have the meanings given to them in the Credit and Guarantee
Agreement.
For good and valid consideration, the sufficiency of which hereby is
acknowledged, each of the Borrowing Subsidiaries hereby agrees as follows:
(a) It shall be a Borrowing Subsidiary for all purposes under the Credit
and Guarantee Agreement and the documents executed in connection
therewith.
(b) The Designated Maximum with respect to Centra S.A. is $25,000,000, the
Designated Maximum with respect to CMP Batterijen B.V. is $50,000,000,
the Designated Maximum with respect to Accumulatorenfabrik Sonnenshein
GmbH is $50,000,000 and the Designated Maximum with respect to CMP
Batteries Limited is $50,000,000.
(c) It shall (i) be bound by all covenants, agreements, acknowledgments
and other terms and provisions applicable to it, as a Borrowing
Subsidiary pursuant to the Credit and Guarantee Agreement and the
documents executed in connection therewith to the same extent, and in
the same manner, as if it (in its capacity as a Borrowing Subsidiary)
were a direct party thereto and (ii) perform all obligations required
of it pursuant to the Credit and Guarantee Agreement and such other
documents.
Each of the Borrowing Subsidiaries hereby acknowledges that it has
received and reviewed a copy (in execution form) of the Credit and Guarantee
Agreement (including, without limitation, all amendments, supplements and other
modifications thereto) and each of the documents referred to therein (including,
without limitation, all amendments, supplements and other modifications
thereto).
32
Each of the Borrowing Subsidiaries hereby represents and warrants that
(a) all representations and warranties contained in the Credit and Guarantee
Agreement and such other documents which are applicable to it (after giving
effect to this Borrowing Subsidiary Joinder Agreement) are true and correct in
all material respects and (b) immediately prior to and immediately after the
effectiveness of this Borrowing Subsidiary Joinder Agreement, no Default or
Event of Default shall have occurred and be continuing.
The Company hereby agrees that its guarantees contained in Section 10
of the Credit and Guarantee Agreement shall remain in full force and effect
after giving effect to this Borrowing Subsidiary Joinder Agreement.
The address and jurisdiction of incorporation of each of the Borrowing
Subsidiaries is set forth in Annex I to this Borrowing Subsidiary Joinder
Agreement.
THIS BORROWING SUBSIDIARY JOINDER AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
33
IN WITNESS WHEREOF, each of the undersigned has caused this Borrowing
Subsidiary Joinder Agreement to be duly executed and delivered by its proper and
duly authorized officer as of the date first written above.
CENTRA S.A.
By:
_______________________
Title:
CMP BATTERIJEN B.V.
By:
_______________________
Title:
ACCUMULATORENFABRIK
By:
_______________________
Title
CMP BATTERIES LIMITED
By:
_______________________
Title
EXIDE CORPORATION
By:
______________________
Title:
ACKNOWLEDGED AND AGREED TO;
--------------------------
CREDIT SUISSE FIRST BOSTON, as Administrative Agent
By:__________________________________________________
Title:
34
Annex I
-------
Administrative Information for Borrowing Subsidiary
CMP Batterijen B.V.
Postus 162 Produktiestraat 25
3606 CA Maarsen, Netherlands+B32
Centra S.A.
U1 ▇▇▇▇▇▇▇ ▇▇/▇▇
▇▇-▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
Accumulatorenfabrik ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ Budigen, Germany
CMP Batteries Limited
▇.▇. ▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
35
Exhibit B
---------
FOREIGN OBLIGATIONS GUARANTOR
JOINDER AGREEMENT
FOREIGN OBLIGATIONS GUARANTOR JOINDER AGREEMENT, dated as of September
21, 1999, made by Centra S.A., CMP Batterijen B.V, Accumulatorenfabrik
Sonnenshein GmbH and CMP Batteries Limited (collectively, the "Subsidiary
----------
Guarantors") pursuant to the Credit and Guarantee Agreement, dated as of
----------
December 19, 1997 (as amended, supplemented or otherwise modified from time to
time, the "Credit and Guarantee Agreement"), among Exide Corporation (the
------------------------------
"Company"), the Borrowing Subsidiaries parties thereto (the "Borrowing
-------- ---------
Subsidiaries"; collectively with the Company, the "Borrowers"), the Subsidiary
------------ ---------
Guarantors from time to time parties thereto, the several Lenders from time to
time parties thereto, Credit Suisse First Boston, as administrative agent (in
such capacity, the "Administrative Agent") and ▇▇▇▇▇▇ Commercial Paper Inc., as
--------------------
syndication agent (in such capacity, the "Syndication Agent"). Unless otherwise
-----------------
defined herein, terms defined in the Credit and Guarantee Agreement and used
herein shall have the meanings given to them in the Credit and Guarantee
Agreement.
For good and valid consideration, the sufficiency of which hereby is
acknowledged, each of the Subsidiary Guarantors hereby agrees as follows:
(a) It shall be a Foreign Subsidiary Guarantor for all purposes under the
Credit and Guarantee Agreement and the documents executed in
connection therewith, and, as such, shall guarantee, to the extent set
forth in the Credit and Guarantee Agreement, the Foreign Obligations.
(b) It shall (i) be bound by all covenants, agreements, acknowledgments
and other terms and provisions applicable to it, as a Foreign
Subsidiary Guarantor pursuant to the Credit and Guarantee Agreement
and the documents executed in connection therewith to the same extent,
and in the same manner, as if it (in its capacity as a Foreign
Subsidiary Guarantor) were a direct party thereto and (ii) perform all
obligations required of it pursuant to the Credit and Guarantee
Agreement and such other documents in such capacity.
36
Each of the Subsidiary Guarantors hereby acknowledges that it has
received and reviewed a copy (in execution form) of the Credit and Guarantee
Agreement (including, without limitation, all amendments, supplements and other
modifications thereto) and each of the documents referred to therein (including,
without limitation, all amendments, supplements and other modifications
thereto).
Each of the Subsidiary Guarantors hereby represents and warrants that
(a) all representations and warranties contained in the Credit and Guarantee
Agreement and such other documents which are applicable to it (after giving
effect to this Foreign Obligations Guarantor Joinder Agreement) are true and
correct in all material respects and (b) immediately prior to and immediately
after the effectiveness of this Foreign Obligations Guarantor Joinder Agreement,
no Default or Event of Default shall have occurred and be continuing.
The address and jurisdiction of incorporation of each of the
Subsidiary Guarantors is set forth in Annex I to this Foreign Obligations
Guarantor Joinder Agreement.
THIS FOREIGN OBLIGATIONS GUARANTOR JOINDER AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
37
IN WITNESS WHEREOF, each of the undersigned has caused this Foreign
Obligations Guarantor Joinder Agreement to be duly executed and delivered by its
proper and duly authorized officer as of the date first written above.
CENTRA S.A.
By:
________________________
Title:
CMP BATTERIJEN B.V.
By:
_______________________
Title:
ACCUMULATORENFABRIK
By:
_______________________
Title
CMP BATTERIES LIMITED
By:
_______________________
Title
ACKNOWLEDGED AND AGREED TO;
--------------------------
CREDIT SUISSE FIRST BOSTON, as Administrative Agent
By: _________________________________________________
Title:
38
Annex I
-------
Administrative Information for Subsidiary Guarantors
CMP Batterijen B.V.
Postus 162 Produktiestraat 25
3606 CA Maarsen, Netherlands+B32
Centra S.A.
U1 ▇▇▇▇▇▇▇ ▇▇/▇▇
▇▇-▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
Accumulatorenfabrik ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ Budigen, Germany
CMP Batteries Limited
▇.▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
39