Exhibit 4.27
EXECUTION COPY
Fifth Amendment and Waiver to the Credit Agreement and the
Intercreditor Agreement
This Fifth Amendment and Waiver to The Credit Agreement and The
Intercreditor Agreement dated as of April 11, 2003 (this "Fifth Amendment and
Waiver"), is entered into among Exide Technologies, a Delaware corporation and a
debtor and a debtor in possession (the "Company"); Exide Delaware LLC, a
Delaware limited liability company ("Exide LLC"); Exide Illinois, Inc., a
Pennsylvania corporation ("Exide Illinois"); RBD Liquidation, LLC, a Delaware
limited liability company ("RBD"; together with the Company, Exide LLC and Exide
Illinois, the "Borrowers"); GNB Battery Technologies Japan, Inc., a Delaware
corporation ("GNB"; and together with the Borrowers, the "Domestic Guarantors");
the Lenders party hereto; and Citicorp USA, Inc. ("CUSA"), as agent for the
Lenders and the Issuers (in such capacity, the "Administrative Agent") and as
collateral monitoring agent (in such capacity, the "Collateral Monitoring
Agent"), and amends that certain Credit Agreement dated as of April 15, 2002 and
amended as of a First Amendment dated as of May 17, 2002, a Second Amendment
dated as of June 10, 2002, a Third Amendment and Waiver dated as of December 18,
2002, and a Fourth Amendment and Waiver dated as of March 31, 2003 (as amended
hereby and as the same may be further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement") entered into among the
Borrowers, the Domestic Guarantors, the Lenders, the Issuers, and CUSA as
Administrative Agent and Collateral Monitoring Agent. Capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to them
in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Company has requested (i) that certain provisions of the
Credit Agreement be amended, (ii) that the Lenders waive compliance with certain
provisions of the Credit Agreement and the Intercreditor Agreement and (iii)
that certain transactions be permitted, all as more particularly set forth
herein;
WHEREAS, pursuant to Section 13.1(a) (Amendments, Waivers, Etc.) of
the Credit Agreement, the consent of (i) the Requisite Lenders is required to
modify certain portions of the Credit Agreement and permit certain transactions
as requested by the Company and (ii) the Super-Majority Lenders is required to
waive certain provisions under the Intercreditor Agreement;
NOW, THEREFORE, in consideration of the above premises, the parties
hereto hereby agree as follows:
Section 1. Fifth Amendment to the Credit Agreement. The Credit Agreement
is, effective as of the Fifth Amendment Effective Date (as defined below),
hereby amended as follows:
(a) Article I of the Credit Agreement is amended by replacing the
following defined term in its entirety with the following new defined term:
"Available Prepayment Amount" means, at any time,
(a) in respect of any Property Loss Event or any Asset Sale
(other than any Asset Sale contemplated in clause (b) or (c) below), an
amount equal to the excess, if any, of (i) the aggregate Net Cash Proceeds
of all Asset Sales and Property Loss Events received by the Company or any
Subsidiary thereof after the Closing Date over (ii) $10,000,000;
(b) in respect of any Asset Sale pursuant to clause (h) or
clause (i) of Section 8.4 (Sale of Assets), an amount equal to the excess,
if any, of (i) 100% of the Net Cash Proceeds of such Asset Sale received by
a Foreign Subsidiary of the Company over (ii) the amount of such Net Cash
Proceeds to be utilized for the working capital needs of such Foreign
Subsidiary and the working capital needs of other Foreign Guarantors
domiciled in such Foreign Subsidiary's country of origin;
(c) in respect of any Foreign Borrowing Base Asset Sale, an
amount equal to 100% of the Net Cash Proceeds of such Asset Sale; and
(d) in respect of any Restricted Payment, an amount equal to
100% of the Net Cash Proceeds received by a Borrower.
(b) Article I of the Credit Agreement is amended by adding the
following new defined terms in the appropriate alphabetical order:
"Eligible Escrow Account" means an Escrow Account,
denominated in Dollars, established by the Company for the deposit of
European Cash Proceeds that the Company has requested, and the
Administrative Agent, in its sole discretion has agreed will, be included
in the calculation of the Foreign Borrowing Base and which (i) satisfies
the requirements for eligibility set forth in clause (e) of the definition
of Foreign Borrowing Base and (ii) is otherwise in form and substance
satisfactory to the Administrative Agent in its sole discretion.
"Eligible Escrow Account Availability" means that portion of
the Foreign Borrowing Base based upon subsection (e) of the definition of
Foreign Borrowing Base.
"Eligible European Cash Proceeds" means European Cash
Proceeds held by the Escrow Agent in an Eligible Escrow Account so long as
(and solely to the extent that) the Disbursement Condition (as defined in
the Intercreditor Agreement) has been waived by the Standstill Lenders with
respect to such European Cash Proceeds (and no other conditions are imposed
upon the use of such proceeds) and to the extent that any Foreign
Subsidiary borrows amounts based on the inclusion of such European Cash
Proceeds in the computation of the Foreign Borrowing Base.
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"North American Smelters" means those smelters located in
▇▇▇▇▇▇ Hollow, Missouri and Frisco, Texas which are currently included in
the Domestic Borrowing Base as Eligible Real Property.
(c) Article I of the Credit Agreement is amended by deleting, in
the definition of "Foreign Borrowing Base" subsection (e) thereof and replacing
it with the following:
"(e) a percentage (to be determined in the sole discretion
of the Administrative Agent) up to 95% of the aggregate Eligible European
Cash Proceeds held by the Escrow Agent in any Eligible Escrow Account on
terms and conditions satisfactory to the Administrative Agent and in
connection with which the Collateral Agent, for the benefit of the Secured
Parties has a first priority, perfected security interest in any related
beneficial interest of any Foreign Subsidiary in such Eligible Escrow
Account (or an equivalent security interest) (as confirmed by an opinion
of counsel to the Company, which opinion shall be in form and substance
reasonably satisfactory to the Administrative Agent)"
(d) Section 2.9(g) of the Credit Agreement is deleted in its
entirety and replaced with the following:
"Upon receipt by any Foreign Subsidiary of any Net Cash
Proceeds arising from any Other Foreign Asset Sale or Foreign Non-Borrowing
Base Asset Sale, the Company shall cause such Foreign Subsidiary to pay the
Available Prepayment Amount of such proceeds to the Escrow Agent to be held
in the Escrow Account and applied, paid over and distributed in accordance
with Section 4 of the Intercreditor Agreement.
(e) Section 2.9(h) of the Credit Agreement is deleted in its
entirety and replaced with the following:
"Subject to the provisions of Section 2.13(g) (Payments and
Computations), any Net Cash Proceeds held by the Administrative Agent and
required to be applied in accordance with this clause (h) shall be applied
as follows:
first, to prepay Foreign Intercompany Loans to the extent actually
advanced to such Foreign Subsidiary by the Company under the Foreign
Sublimit pursuant to clauses (i) and (j) of Section 8.1 (Indebtedness);
second, to prepay Foreign Intercompany Loans to the extent actually
advanced to such Foreign Subsidiary by the Company under the Foreign
Revolving Credit Facility pursuant to clauses (h) and (j) of Section 8.1
(Indebtedness);
third, in accordance with Section 4.3(b)(ii) of the Intercreditor
Agreement; and
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fourth, in accordance with Section 4.3(b)(iii) of the Intercreditor
Agreement."
Section 2. Consent and Waiver to the Credit Agreement.
Effective as of the Fifth Amendment Effective Date (as defined below)
and subject to the terms and conditions set forth herein, the Administrative
Agent and the Requisite Lenders hereby consent to the following transactions and
grant a waiver in respect thereof as follows:
(i) The Administrative Agent and the Requisite Lenders hereby
consent to (1) the sale by Deutsche Exide GmbH ("Deustche Exide") to SAFT
Participations SA (France), a subsidiary of Alcatel Group of France of the
shares of ▇▇▇▇▇▇▇▇ & ▇▇▇▇ Batterietechnik GmbH (Germany) ("FriWo") for a
total of approximately (euro)11,500,000 in cash or such other consideration
acceptable to the Administrative Agent in its sole discretion (the "FriWo
Sale"), (2) the sale to SAFT Batterias, S.L. of certain assets of Electro
Mercantil Industrial S.L. (Spain) ("Electro Mercantil") for a total of
(euro)3,000,000 in cash or such other consideration acceptable to the
Administrative Agent in its sole discretion (such sale hereinafter referred
to as the "Electro Mercantil Sale") and (3) the sale to SAFT Ferak (Czech
Republic) of certain assets of Centra SA (Poland) ("Centra") for a total of
(euro)500,000 in cash or such other consideration acceptable to the
Administrative Agent in its sole discretion (such sale hereinafter referred
to as the "Centra Sale");
(ii) The Administrative Agent and the Requisite Lenders hereby
consent to (1) the sale to Metalurgica de ▇▇▇▇▇▇ ▇▇ for approximately
(euro)25,000,000, in cash or such other consideration acceptable to the
Administrative Agent in its sole discretion, of the San ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
smelter and the Oxivolt breaker located in Spain and owned by Sociedad
Espanola Del Acumulador Tudor, S.A. ("Tudor") (such sale hereinafter
referred to as the "Metalurgica Sale"), (2) the closure of (x) the Sonalur
smelter in Azambuja, Portugal and (y) the ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇, and (3) the sale of the real property in ▇▇▇▇▇ de la Sagra,
Spain owned by Tudor for a total of approximately (euro)10,000,000 in cash
or such other consideration acceptable to the Administrative Agent in its
sole discretion (such sale herein after referred to as the "▇▇▇▇▇ Real
Property Sale");
(iii) The Administrative Agent and the Requisite Lenders hereby
consent to the release of liens on the sale of the property located in
Cwmbran, Wales owned by Big Batteries Limited upon the closing of the sale
thereof; provided however that such consent to the release of liens shall
be effective only subsequent to the receipt of the proceeds from such sale
by Big Batteries Limited;
(iv) The Administrative Agent and the Requisite Lenders hereby
consent to the sale of receivables by Exide Automotive S.A., CMP Batterijen
S.A. and Exide Technologies Nederland B.V. and consent to the release of
liens on such receivables solely for participation in the European A/R
Facility and consistent with Section 8.4(g) (Sale of Assets) of the Credit
Agreement;
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(v) The Administrative Agent and the Requisite Lenders hereby
waive the requirements of Section 2.9(g) (Mandatory Prepayments) solely
with respect to Net Cash Proceeds received by a Foreign Subsidiary with
respect to (a) Net Cash Proceeds received by Deutsche Exide with respect to
the Friwo Sale (the "FriWo Sale Proceeds"), (b) Net Cash Proceeds received
by Electro Mercantil with respect to the Electro Mercantil Sale (the
"Electro Mercantil Sale Proceeds"), and (c) Net Cash Proceeds received by
Centra with respect to the Centra Sale (the "Centra Sale Proceeds");
(vi) The Administrative Agent and the Requisite Lenders hereby
waive the requirements of Section 8.1 (Indebtedness), Section 8.2 (Liens,
Etc.), Section 8.3 (Investments), Section 8.4 (Sale of Assets) and Section
8.6 (Prepayment and Cancellation of Indebtedness) of the Credit Agreement
solely with respect to the completion of the transactions as set forth in
clauses (i) through (iii) above; and
(vii) The Administrative Agent and the Requisite Lenders hereby
agree that no part of the aggregate consideration received for the sales of
assets contemplated hereby shall be applied to the $10,000,000 limit
referred to in Section 8.4(k) (Sale of Assets) of the Credit Agreement.
Section 3. Consent and Waiver to the Intercreditor Agreement.
Effective as of the Fifth Amendment Effective Date (as defined below)
and subject to the terms and conditions set forth herein:
(i) The Administrative Agent and the Super-Majority Lenders
hereby waive the requirements of Section 4.1(b) of the Intercreditor
Agreement solely with respect to any Net Cash Proceeds (i) received by
Electro Mercantil with respect to the Electro Mercantil Sale (the "Electro
Mercantil Sale Proceeds") and (ii) Centra with respect to the Centra Sale
(the "Centra Sale Proceeds")
(ii) The Administrative Agent and the Requisite DIP Lenders (as
that term is defined in the Intercreditor Agreement) hereby consent to the
signing by the Pre-Petition Agent (on behalf of the Pre-Petition Lenders)
of the Release Agreement relating to a Share Pledge Agreement dated 23
December 1997 to release its Lien on those shares of FriWo stock which are
to be sold through the FriWo Sale.
Section 4. Amortization of North American Smelters
The Company hereby duly acknowledges that, beginning 60 days after the
Fifth Amendment Effective Date, the $12,517,578 currently included in the
calculation of Domestic Availability based on the North American Smelters shall
be subtracted from the calculation of Domestic Availability at a rate of (i)
$1,600,000 per week for seven weeks and (ii) a final subtraction of $1,317,578
the week thereafter until such time as no remaining Domestic Availability is
based on the North American Smelters.
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Section 5. Covenants.
The Company and each Loan Party a party hereto agrees with the Lenders
and the Administrative Agent to each of the following:
(i) The Company shall provide a description of the nature and
material terms and conditions of each of the transactions contemplated
hereby including a detailed description of the structure of each
transaction showing the flow of funds of such transaction no later than
three days before the consummation of such transaction.
(ii) Immediately following the consummation of the FriWo Sale,
Deutsche Exide shall immediately deposit the FriWo Sale Proceeds (a) in the
event the FriWo Sale is fully consummated no later than 60 days after the
Fifth Amendment Effective Date, into an Eligible Escrow Account in the
United Kingdom, in the name of Euro Exide Corporation Ltd. ("Euro Exide"),
or (b) in the event that the FriWo Sale is fully consummated thereafter, in
the sole discretion of the Administrative Agent, either (x) in an Escrow
Account in accordance Section 2.9(g) (Mandatory Prepayments) of the Credit
Agreement (as amended hereby) or (y) in accordance with Section 5(ii)(a)
hereto.
(iii) Immediately following the consummation of the Electro
Mercantil Sale, the Electro Mercantil Sale Proceeds shall (a) in the event
that the Electro Mercantil Sale is fully consummated no later than 60 days
after the Fifth Amendment Effective Date, be applied in accordance with
Section 2.9(h) (Mandatory Prepayments) of the Credit Agreement (as amended
hereby) or (b) in the event that the Electro Mercantil Sale is fully
consummated thereafter, in the sole discretion of the Administrative Agent,
either be (x) applied in accordance with Section 2.9(g) (Mandatory
Prepayments) of the Credit Agreement or (y) applied in accordance with
Section 2.9(h) (Mandatory Prepayments) of the Credit Agreement (as amended
hereby).
(iv) Immediately following the consummation of the Centra Sale,
the Centra Proceeds shall (a) in the event that the Centra Sale is fully
consummated no later than 60 days after the Fifth Amendment Effective Date,
be applied in accordance with Section 2.9(h) (Mandatory Prepayments) of the
Credit Agreement (as amended hereby) or (b) in the event that the Centra
Sale is fully consummated thereafter, in the sole discretion of the
Administrative Agent, either be (x) applied in accordance with Section
2.9(g) (Mandatory Prepayments) of the Credit Agreement (as amended hereby)
or (y) applied in accordance with Section 2.9(h) (Mandatory Prepayments) of
the Credit Agreement (as amended hereby).
(v) Immediately following the consummation of the Metalurgica
Sale, any Net Cash Proceeds received by Tudor with respect thereto (the
"Metalurgica Sale Proceeds") shall (a) in the event that the Metalurgica
Sale is fully consummated no later than 90 days after the Fifth Amendment
Effective Date, be applied in accordance with Section 2.9(g) (Mandatory
Prepayments) of the
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Credit Agreement (as amended hereby); provided however that, to the extent
the aggregate amount of Foreign Intercompany Loans repaid pursuant to
Section 4.3(i) of the Intercreditor with Metalurgica Sale Proceeds is
greater than fifty percent (50%) of the aggregate amount of Metalurgica
Sale Proceeds, a Domestic Availability Reserve equal to the amount by which
such repayment amount exceeds 50% of the aggregate amount of the
Metalurgica Sale Proceeds will be established against the Domestic
Revolving Credit Facility or (b) in the event that the Metalurgica Sale is
fully consummated thereafter, in the sole discretion of the Administrative
Agent, either be (x) applied in accordance with Section 2.9(g) (Mandatory
Prepayments) of the Credit Agreement (as amended hereby); provided however
that, in the event any Foreign Intercompany Loans are repaid pursuant to
Section 4.3(i) of the Intercreditor Agreement, a Domestic Availability
Reserve equal to the aggregate amount of all such Intercompany Loans repaid
will be established against the Domestic Revolving Credit Facility or (y)
applied in accordance with 5(v)(a) hereto.
(vi) Immediately following the consummation of the ▇▇▇▇▇ Real
Property Sale, any Net Cash Proceeds received by Tudor with respect thereto
(the "▇▇▇▇▇ Real Property Sale Proceeds") shall (a) in the event the ▇▇▇▇▇
Real Property Sale is fully consummated no later than 120 days after the
Fifth Amendment Effective Date, be applied in accordance with Section
2.9(g) (Mandatory Prepayments) of the Credit Agreement (as amended hereby);
provided however, that, to the extent the aggregate amount of Foreign
Intercompany Loans repaid pursuant to Section 4.3(i) of the Intercreditor
with ▇▇▇▇▇ Real Property Sale Proceeds is greater than fifty percent (50%)
of the aggregate amount of the ▇▇▇▇▇ Real Property Sale Proceeds, a
Domestic Availability Reserve equal to the amount of by which such
repayment exceeds 50% of the aggregate amount of the ▇▇▇▇▇ Real Property
Sale Proceeds will be established against the Domestic Revolving Credit
Facility or (b) in the event that the ▇▇▇▇▇ Real Property Sale is fully
consummated thereafter, in the sole discretion of the Administrative Agent,
either be (x) applied in accordance with Section 2.9(g) (Mandatory
Prepayments) of the Credit Agreement (as amended hereby); provided however
that, in the event any Foreign Intercompany Loans are repaid pursuant to
Section 4.3(i) of the Intercreditor Agreement, a Domestic Availability
Reserve equal to the aggregate amount of all such Intercompany Loans repaid
will be established against the Domestic Revolving Credit Facility or (y)
applied in accordance with 5(vi)(a) hereto.
Section 6. Conditions Precedent to the Effectiveness of this Fifth
Amendment and Waiver.
This Fifth Amendment and Waiver shall become effective as of the date
hereof on the date (the "Fifth Amendment Effective Date") when the following
conditions precedent have been satisfied:
(i) Certain Documents. The Administrative Agent shall have
received on or before the Fifth Amendment Effective Date all of the
following, all
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of which shall be in form and substance satisfactory to the Administrative
Agent, in sufficient quantity and, as applicable, originally executed for
each of the Lenders:
(A) this Fifth Amendment and Waiver executed by the
Borrowers, the Domestic Guarantors, sufficient Lenders to constitute the
Requisite Lenders and the Administrative Agent;
(B) an assignment in respect of bank accounts from Euro
Exide, or such other documentation necessary to evidence the first
priority, perfected security interest for the benefit of the Collateral
Agent and the Secured Parties, as required by clause (e) of the definition
of Foreign Borrowing Base (as amended hereby);
(C) a favorable opinion of Wragge & Co., special UK counsel
to the Company, as required by clause (e) of the definition of Foreign
Borrowing Base (as amended hereby);
(D) the Waiver and Consent to the Standstill Agreement and
Intercreditor Agreement, dated as of the date hereof, executed by the
Standstill Parties signatory thereto, the Standstill Lenders and the
Pre-Petition Agent; and
(E) such additional documentation as the Administrative
Agent or, if appropriate, the Requisite Lenders may reasonably require.
(ii) Representations and Warranties. Each of the representations
and warranties made by the Borrowers or the other Loan Parties in or
pursuant to the Credit Agreement, as amended by this Fifth Amendment and
Waiver, and the other Loan Documents to which the Borrowers or any of the
other Loan Parties is a party or by which the Borrowers or any of the Loan
Parties is bound, shall be true and correct in all material respects on and
as of the Fifth Amendment Effective Date (other than representations and
warranties in any such Loan Document expressly that are limited to a
specific date).
(iii) Corporate and Other Proceedings. All corporate and other
proceedings, and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Fifth Amendment and
Waiver shall be satisfactory in all respects, including without limitation,
form and substance, to the Administrative Agent in its sole discretion.
(iv) No Events of Default. No Event of Default or Default shall
have occurred and be continuing on the Fifth Amendment Effective Date.
(v) Payment of Costs, Fees and Expenses. Counsel, including all
foreign counsel, to the Administrative Agent shall have been paid all
outstanding fees and expenses due and owing in connection with the Credit
Agreement, the other Loan Documents and this Fifth Amendment and Waiver.
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Section 7. Representations and Warranties. Each Borrower and each Domestic
Guarantor hereby represents and warrants to the Lenders that (a) as of the date
hereof, and after giving effect to the amendments contained herein, no Event of
Default or Default under the Credit Agreement shall have occurred and be
continuing and (b) all of the representations and warranties of such Borrower
and such Domestic Guarantor contained in Article IV (Representations and
Warranties) of the Credit Agreement and in any other Loan Document are true and
correct as of the date of execution hereof in all material respects, as though
made on and as of such date (other than representations and warranties in any
such Loan Document expressly that are limited to a specific date).
Section 8. Fifth Amendment and Waiver Fee. On the Fifth Amendment Effective
Date, the Company shall have paid, to each Super-Majority Lender that has
executed and delivered this Fifth Amendment and Waiver prior to the 12:00 p.m.
(New York time) on April 11, 2003 (collectively the "Signing Lenders"), an
amendment fee equal to such Super-Majority Lender's pro rata share of $200,000
based on such Super-Majority Lender's outstanding Commitments as of the Fifth
Amendment Effective Date divided by the outstanding Commitments of all Signing
Lenders.
Section 9. Reference to and Effect on the Loan Documents.
(a) Upon the effectiveness of this Fifth Amendment and Waiver,
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import, and each reference in the other Loan Documents
to the Credit Agreement, shall mean and be a reference to the Credit Agreement
as amended hereby.
(b) Except as specifically amended hereby, all of the terms of
the Credit Agreement, the Intercreditor Agreement and all other Loan Documents
shall remain unchanged and in full force and effect.
(c) The execution, delivery and effectiveness of this Fifth
Amendment and Waiver shall not operate as a waiver of any right, power or remedy
under the Credit Agreement or any of the Loan Documents of any Lender, any
Issuer, the Administrative Agent, the Collateral Monitoring Agent, or the Swing
Loan Lender nor constitute a waiver of any provision of the Credit Agreement or
any of the Loan Documents.
Section 10. Fees, Costs and Expenses. The Borrowers and the Domestic
Guarantors agree to pay (i) on demand in accordance with the terms of Section
13.3 (Costs and Expenses) of the Credit Agreement all costs and expenses of the
Administrative Agent in connection with the preparation, reproduction, execution
and delivery of this Fifth Amendment and Waiver and all other Loan Documents
entered into in connection herewith, including the reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent with respect
thereto and (ii) the Lender's fee referred to in Section 8 hereto.
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Section 11. Execution in Counterparts. This Fifth Amendment and Waiver may
be executed and delivered in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original and all of which taken together shall constitute one
and the same original agreement.
Section 12. Affirmation of Guaranties. Each of the Domestic Guarantors
hereby consents to the terns of this Fifth Amendment and Waiver in its capacity
as a guarantor under the Credit Agreement and agrees that the terms of this
Fifth Amendment and Waiver shall not affect in any way its obligations and
liabilities under its Guaranty or any other Loan Document to which it is a
party, all of which obligations and liabilities shall remain in full force and
effect and each of which is hereby reaffirmed.
Section 13. Governing Law. This Fifth Amendment and Waiver shall be
interpreted, and the rights and liabilities of the parties determined, in
accordance with the internal law of the State of New York.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Fifth Amendment and Waiver has been duly
executed on the date set forth above.
EXIDE TECHNOLOGIES, a debtor and a debtor
in possession as a Borrower and a Domestic
Guarantor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: SVP General Counsel & Secretary
EXIDE DELAWARE LLC, a debtor and a debtor
in possession as a Borrower and a Domestic
Guarantor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: SVP General Counsel & Secretary
RBD LIQUIDATION, LLC, a debtor and a debtor
in possession as a Borrower and a Domestic
Guarantor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: SVP, General Counsel & Secretary
GNB BATTERY TECHNOLOGIES JAPAN, INC.,
as a Domestic Guarantor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: SVP, General Counsel & Secretary
EXIDE ILLINOIS, INC., a debtor and a debtor
in possession as a Borrower and a Domestic
Guarantor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: SVP, General Counsel & Secretary
Citicorp USA, Inc.,
as Administrative Agent, Swing Loan Lender,
Collateral Monitoring Agent, and a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Citibank, N.A.,
as Issuer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Other Lenders:
CIT GROUP BUSINESS CREDIT
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
By:
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Director
BEAR ▇▇▇▇▇▇▇ & CO., INC.
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
By:
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Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ COMMERCIAL PAPER, INC.
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
Other Lenders:
CIT GROUP BUSINESS CREDIT
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
BEAR ▇▇▇▇▇▇▇ & CO., INC.
By:
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
By:
-----------------------------------------
Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ COMMERCIAL PAPER, INC.
By:
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
Other Lenders:
CIT GROUP BUSINESS CREDIT
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Director
BEAR ▇▇▇▇▇▇▇ & CO., INC.
By:
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
By:
-----------------------------------------
Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ COMMERCIAL PAPER, INC.
By:
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
Other Lenders:
CIT GROUP BUSINESS CREDIT
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Director
BEAR ▇▇▇▇▇▇▇ & CO., INC.
By:
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ COMMERCIAL PAPER, INC.
By:
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
Other Lenders:
CIT GROUP BUSINESS CREDIT
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Director
BEAR ▇▇▇▇▇▇▇ & CO., INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
By:
-----------------------------------------
Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ COMMERCIAL PAPER, INC.
By:
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
Other Lenders:
CIT GROUP BUSINESS CREDIT
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Director
BEAR ▇▇▇▇▇▇▇ & CO., INC.
By:
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
By:
-----------------------------------------
Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ COMMERCIAL PAPER, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
SPCP GROUP LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Principal
▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signature
FOOTHILL INCOME TRUST, L.P.
By: FIT GP, LLC, its General Partner
By:
-------------------------------------
Name:
Title: Managing Member
FOOTHILL INCOME TRUST II, L.P.
By: FIT II GP, LLC, its General Partner
By:
-------------------------------------
Name:
Title: Managing Member
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC,
as Portfolio Manager
By:
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ CFA
Title: Vice President
SPCP GROUP LLC
By:
-----------------------------------------
Name:
Title:
▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS L.P.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
FOOTHILL INCOME TRUST, L.P.
By: FIT GP, LLC, its General Partner
By:
-------------------------------------
Name:
Title: Managing Member
FOOTHILL INCOME TRUST II, L.P.
By: FIT II GP, LLC, its General Partner
By:
-------------------------------------
Name:
Title: Managing Member
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC,
as Portfolio Manager
By:
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ CFA
Title: Vice President
SPCP GROUP LLC
By:
-----------------------------------------
Name:
Title:
▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS L.P.
By:
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signature
FOOTHILL INCOME TRUST, L.P.
By: FIT GP, LLC, its General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Member
FOOTHILL INCOME TRUST II, L.P.
By FIT II GP, LLC, its General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Member
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC,
as Portfolio Manager
By:
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ CFA
Title: Vice President
SPCP GROUP LLC
By:
-----------------------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.
By:
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signature
FOOTHILL INCOME TRUST, L.P.
By: FIT GP, LLC, its General Partner
By:
-------------------------------------
Name:
Title: Managing Member
FOOTHILL INCOME TRUST II, L.P.
By FIT II GP, LLC, its General Partner
By:
-------------------------------------
Name:
Title: Managing Member
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC,
as Portfolio Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
ORYX CLO, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor
By:
-------------------------------------
Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ & CO
By: Boston Management and Research
as Investment Advisor
By:
-------------------------------------
Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:
-------------------------------------
Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
ORYX CLO, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By:
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ CFA
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. Page
-------------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
▇▇▇▇▇▇▇ & CO
By: Boston Management and Research
as Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. Page
-------------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. Page
-------------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇▇▇ ▇▇▇▇▇ Management
as Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. page
-------------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
US BANK NATIONAL ASSOCIATION
By:
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By:
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By:
-----------------------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇▇▇ ▇▇▇▇▇ Management
as Investment Advisor
By:
-------------------------------------
Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
US BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By:
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By:
-----------------------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇▇▇ ▇▇▇▇▇ Management
as Investment Advisor
By:
--------------------------------------
Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
US BANK NATIONAL ASSOCIATION
By:
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By:
-----------------------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇▇▇ ▇▇▇▇▇ Management
as Investment Advisor
By:
-------------------------------------
Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
US BANK NATIONAL ASSOCIATION
By:
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By:
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: General Manager