Fourth Amendment and Waiver to Amended and Restated Credit and Guarantee Agreement among Exide Technologies, Borrowing Subsidiaries, Guarantors, Lenders, and Credit Suisse First Boston

Summary

This amendment, dated March 28, 2002, modifies the existing Credit and Guarantee Agreement between Exide Technologies, its subsidiaries, guarantors, several lenders, and Credit Suisse First Boston as administrative agent. It defers certain principal and interest payments to April 15, 2002, allows limited asset sales with agent consent, and temporarily waives some defaults to permit continued borrowing. The amendment is effective upon satisfaction of specific conditions, including execution by all required parties and payment of related fees. The waiver and amendments expire on April 15, 2002, after which original terms resume.

EX-4.12 4 dex412.txt AGREEMENT EXHIBIT 4.12 EXECUTION COPY FOURTH AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT FOURTH AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT, dated as of March 28, 2002 (this "Amendment"), to the Amended and Restated Credit and Guarantee Agreement and other Loan Documents where applicable, dated as of September 29, 2000 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Exide Technologies, a Delaware corporation (the "Company"), the Borrowing Subsidiaries signatories thereto, the Guarantors signatories thereto, the several lenders from time to time parties thereto (the "Lenders"), Credit Suisse First Boston, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders, and others. PRELIMINARY STATEMENTS (1) Pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers. (2) The Credit Agreement has been amended by (i) an Amendment dated as of June 20, 2001 (the "First Amendment"), (ii) a Second Amendment dated as of October 31, 2001 (the "Second Amendment") and (iii) a Third Amendment and Waiver to the Credit Agreement dated as of December 28, 2001 (the "Third Amendment") (the First Amendment, Second Amendment, Third Amendment, this Amendment and any future amendments as supplemented hereto shall hereinafter be collectively referred to as the "Amendment Documents"). (3) The Company has advised the Lenders that the Borrowers may be unable to make the payments of principal due and payable on March 31, 2002 and the payments of interest due and payable on March 28, 2002 and April 4, 2002 and have requested that the Lenders amend the Credit Agreement to defer the due date for such payments until April 15, 2002 and to permit certain asset sales prior to April 15, 2002. (4) The Lenders are willing to consent to such amendments upon and subject to the terms and conditions hereinafter set forth, notwithstanding any of the provisions contained in the Credit Agreement and the Loan Documents, as amended, supplemented or otherwise modified heretofore. NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. SECTION 2. Amendments to Credit Agreement. On the Effective Date (as hereinafter defined) the Credit Agreement shall be amended as follows: Fourth Amendment and Waiver 2 (a) Deferral of Principal and Interest. The Credit Agreement is hereby amended so that (i) the payments of principal due from the Borrowers on March 31, 2002 (the "Deferred Principal Payments") and (ii) the payments of interest due from the Borrowers on March 28, 2002 and April 4, 2002 (the "Deferred Interest Payments" and together with the Deferred Principal Payments, the "Deferred Payments") shall be deferred so as to become due and payable on April 15, 2002, provided, however, that, the Deferred Payments shall accrue interest at the applicable default rates provided for pursuant to Section 3.8(d) of the Credit Agreement and such interest and the Deferred Payments shall become due and payable on April 15, 2002. Any Deferred Payments (and interest accrued thereon) that are not otherwise paid when due shall, at the election of any Lender, be capitalized and be treated for all purposes thereafter as unpaid principal Obligations. (b) Permission to Sell Assets. Notwithstanding anything to the contrary in the Credit Agreement, for the period from the Effective Date (as hereinafter defined) until April 15, 2002, and so long as no Event of Default shall have occurred and be continuing, the Company shall be permitted to Dispose of assets having a fair market value not to exceed $10,000,000 without any requirement to prepay Loans in accordance with Section 3.5(b) of the Credit Agreement, provided, however, that any such Disposition is subject to the prior written consent of the Administrative Agent, in consultation with the Steering Committee. SECTION 3. Authority to Release Liens. The Administrative Agent is hereby irrevocably authorized by each of the Lenders to release any Lien covering any Property of the Company or any of its Subsidiaries that is the subject of a Disposition which is permitted by Section 2(b) above. SECTION 4. Waiver. Subject to the occurrence of the Effective Date (as hereinafter defined), solely for the period (the "Waiver Period") commencing on the Effective Date (as hereinafter defined) through April 15, 2002 (the "Waiver Termination Date"), and solely for the purpose of allowing the Borrowers to obtain extensions of credit under the Revolving Credit Facility during the Waiver Period, the Lenders hereby agree to waive any Defaults or Events of Default (other than any Event of Default specified in clause (i) or (ii) of Section 9(f)) that have occurred and are in existence on the Effective Date (as hereinafter defined). On the Waiver Termination Date, without any further action by the Administrative Agent and the Lenders, all of the terms and provisions set forth in the Credit Agreement that are waived hereunder shall have the same force and effect as if this Amendment had not been entered into by the parties hereto, and the Administrative Agent and the Lenders shall have all of the rights and remedies afforded to them under the Credit Agreement as though no waiver had been granted by them hereunder and any Defaults or Events of Default that otherwise would have continued during the Waiver Period shall be in existence unless otherwise expressly waived. SECTION 5. Conditions to Effectiveness. This Amendment shall be effective on the date on which the Administrative Agent shall have signed the Amendment and all of the following conditions precedent have been satisfied (the "Effective Date"): (a) The Administrative Agent shall have received (i) this Amendment, executed and delivered by a duly authorized officer of each of the Borrowers party to the Credit Fourth Amendment and Waiver 3 Agreement and (ii) counterparts of the Consent appended hereto (the "Consent") executed by each Guarantor for which the Administrative Agent, in consultation with the Steering Committee, shall have requested such executed counterpart. (b) The Administrative Agent shall have received this Amendment, executed by the Required Lenders, or as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, provided, however, that, Section 2(a) of the Amendment shall become effective only when the Administrative Agent shall have received this Amendment, executed by all of the Lenders directly affected thereby. (c) The Company shall have paid all accrued fees and expenses of the Administrative Agent in connection with this Amendment and the Loan Documents, including but not limited to the accrued and unpaid fees described in Section 3.2(g) of the Credit Agreement and fees and expenses of counsel (including local counsel in foreign jurisdictions) and financial advisor to the Administrative Agent and the Steering Committee. (d) After giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing, and the representations and warranties contained in each of the Loan Documents shall be correct in all material respects as though made on and as of the Effective Date. (e) The Administrative Agent shall have received a certificate of the Chief Financial Officer of the Company confirming satisfaction of the conditions specified in paragraph (c) above. (f) The Administrative Agent shall have received certified copies of (i) the resolutions of the Board of Directors of (A) the Company approving this Amendment and the matters contemplated hereby and thereby and (B) each Subsidiary Guarantor for which the Administrative Agent, in consultation with the Steering Committee, shall have requested certified copies of such resolutions evidencing approval of this Amendment and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the matters contemplated hereby and thereby. SECTION 6. Representations and Warranties. To induce the Lenders parties hereto to enter into this Amendment, each of the Borrowers hereby represents and warrants to the Administrative Agent and all of the Lenders the following: (a) The execution, delivery and performance by each Loan Party of the Amendment and the Consent are within such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Loan Party's charter or bylaws, (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award applicable to such Loan Party, or (iii) conflict with or result in the breach of, or constitute a default under, any Contractual Obligation of the Company or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, Fourth Amendment and Waiver 4 judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is reasonably expected to have a Material Adverse Effect. (b) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required to be obtained by the Loan Parties in connection with the execution and delivery, or performance by any Loan Party of any of its obligations under the Amendment or the Consent. (c) The Amendment and the Consent have been duly executed and delivered by each Loan Party party thereto, and are the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with their terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or limiting creditors' rights or by equitable principles generally. (d) No Loan Party has an existing claim against any Lender Party arising out of, relating to or in connection with the Loan Documents. (e) No Loan Party is in breach of, or in default under, the Convertible Notes, Senior 10% Notes or DM Notes or any other Contractual Obligation, binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties, where the consequence of such default is to confer rights upon any person against the Company or any of its Subsidiaries which, if exercised, can be reasonably expected to have a Material Adverse Effect. (f) The representations and warranties made by each of the Borrowers in the Loan Documents are true and correct in all material respects on and as of the date hereof, after giving effect to the effectiveness of this Amendment, as if made on and as of the date hereof. SECTION 7. Reference to and Effect on the Loan Documents. (a) On and after the Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes and the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended and otherwise modified hereby. (b) The Credit Agreement and each of the other Loan Documents, except to the extent of the amendments and other modifications specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender Party or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Fourth Amendment and Waiver 5 SECTION 8. Affirmation of Loan Documents. Each Borrower hereby consents to the modification of the Credit Agreement effected hereby and hereby acknowledges and agrees that the obligations of such Borrower contained in the Loan Documents as modified hereby are, and shall remain, in full force and effect. SECTION 9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 10. Waiver of Jury Trial. Each of the Borrowers, the Administrative Agent and the Lender Parties irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Amendment or the actions of the Administrative Agent or any Lender Party in the negotiation, administration, performance or enforcement thereof. SECTION 11. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. SECTION 12. Costs and Expenses. The Company hereby agrees to pay all reasonable costs and expenses associated with the preparation, execution, delivery, administration, and enforcement of this Amendment, including, without limitation, the fees and expenses of the Administrative Agent's counsel (including local counsel in foreign jurisdictions) and financial advisor and the out-of-pocket expenses of the Steering Committee (whether incurred prior to or after the Effective Date). The Company shall also be required to pay all costs associated with any field examinations requested by the Administrative Agent. In addition, the Company agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, including, without limitation, fee and expenses of counsel and financial advisor, and out-of-pocket expenses of the Steering Committee in connection with any continuing work of the Administrative Agent and the Steering Committee relating to the Company and the Loan Documents. [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY] Fourth Amendment and Waiver IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. EXIDE TECHNOLOGIES, as a Borrower and as a Guarantor By:___________________________________ Name: Title: EXIDE HOLDING EUROPE S.A. COMPAGNIE EUROPEENNE D'ACCUMULATEURS S.A. EURO EXIDE CORPORATION LIMITED SOCIEDAD ESPANOLA DEL ACUMULADOR TUDOR S.A. TUDOR A.B. CMP BATTERIJEN B.V. CMP BATTERIES LIMITED DEUTSCHE EXIDE STANDBY GMBH DEUTSCHE EXIDE GMBH MERCOLEC TUDOR B.V., each as a Borrowing Subsidiary and as a Guarantor, subject to the limitations, if any, contained in Section 10.1 By:__________________________________ Name: Title: Fourth Amendment and Waiver CREDIT SUISSE FIRST BOSTON, as Administrative Agent By:______________________________ Name: Title: By:______________________________ Name: Title: Fourth Amendment and Waiver Lenders AG CAPITAL FUNDING PARTNERS, LP. By: ANGELO GORDON & CO., LP., AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name Of Lender] By: /s/ Illegible -------------------------------------------- Name: Illegible Title: Managing Director AIMCO CDO Series 2000-A ------------------------------------------------ [Print Name Of Lender] By: /s/ Chris Goergen -------------------------------------------- Name: CHRIS GOERGEN Title: Authorized Signatory By: /s/ Derry D. Zinkula -------------------------------------------- Name: DERRY D. ZINKULA Title: Authorized Signatory Alliance Investments Limited Monument Capital Limited Alliance Capital Funding ------------------------------------------------ [Print Name Of Lender] By: /s/ Illegible -------------------------------------------- Name: Illegible Title: Illegible ALL STATE LIFE INSURANCE COMPANY ------------------------------------------------ [Print Name Of Lender] By: /s/ Chris Goergen -------------------------------------------- Name: CHRIS GOERGEN Title: Authorized Signatory By: /s/ Jerry D. Zinkula -------------------------------------------- Name: JERRY D. ZINKULA Title: Authorized Signatory ALPHA BANK AE. LONDON BRANCH By: /s/ Anthony J. Polychroniadis -------------------------------------------- Name: Anthony J. Polychroniadis Title: Deputy General Manager By: /s/ Charles P. Welsh -------------------------------------------- Name: Charles P. Welsh Title: Operations Manager Fourth Amendment and Waiver 8 Lenders AMARA-1 FINANCE LTD. By: INVESCO Senior Secured Management; Inc. As Sub-advisor By: /s/ Joseph Rotondo -------------------------------------------- Name: Joseph Rotondo Title: Authorized Signatory AMMC CDO I, LIMITED By: American Money Management Corp., as Collateral Manager ------------------------------------------------ [Print Name of Lender] By: /s/ David P. Meyer -------------------------------------------- Name: David P. Meyer Title: Vice President AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager ------------------------------------------------ [Print Name of Lender] By: /s/ David P. Meyer -------------------------------------------- Name: David P. Meyer Title: Vice President Fourth Amendment and Waiver 9 Lenders ARCHIMEDES FUNDING, LLC. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Greg M. Masuda CFA -------------------------------------------- Name: GREG M. MASUDA CFA Title: VICE PRESIDENT ARCHIMEDES FUNDING II, LTD. By: ING Capital Advisors LLC, as Collateral Manager. By: /s/ Greg M. Masuda CFA -------------------------------------------- Name: GREG M. MASUDA CFA Title: VICE PRESIDENT ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Greg M. Masuda CFA -------------------------------------------- Name: GREG M. MASUDA CFA Title: VICE PRESIDENT ARCHIMEDES FUNDING IV (CAYMAN). LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Greg M. Masuda CFA -------------------------------------------- Name: GREG M. MASUDA CFA Title: VICE PRESIDENT SEQUILS-ING I (HBDGM), LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Greg M. Masuda CFA -------------------------------------------- Name: GREG M. MASUDA CFA Title: VICE PRESIDENT BALANCED HIGH-YIELD FUND I, LTD. By: ING Capital Advisors LLC, -------------------------------------------- as Asset Manager By: /s/ Greg M. Masuda CFA -------------------------------------------- Name: GREG M. MASUDA CFA Title: VICE PRESIDENT Fourth Amendment and Waiver 10 Lenders Athena CDO, Limited (Acct 1277) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar -------------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By: /s/ Joseph Rotondo -------------------------------------------- Name : Joseph Rotondo Title: Authorized Signatory AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By: /s/ Joseph Rotondo -------------------------------------------- Name : Joseph Rotondo Title: Authorized Signatory BANCA POPOLARE DI BERGAMO-CV Serl By: /s/ Riccardo Sora By: /s/ Angelo Locatelli ------------------- ------------------- Name : Riccardo Sora Name: Angelo Locatelli Title: Deputy General Title: Senior V. President Manager ------------------------------------------------ Banco Espirito Santo, S.A. By: /s/ Guy Harris -------------------------------------------- Name : Guy Harris Title: Senior Manager By: /s/ Illegible -------------------------------------------- Name : Illegible Title: Assistant Manager Bank of Montreal ------------------------------------------------ [Print Name of Lender] By: /s/ Thomas E. McGraw -------------------------------------------- Name : Thomas E. McGraw Title: Director Fourth Amendment and Waiver 11 Lenders Bank One, N.A. By: /s/ Oliver J. Glenn, III -------------------------------------------- Name: Oliver J. Glenn, III Title: First Vice President BANK POLSKA KASA OPIEKI S.A. ------------------------------------------------ [Print Name Of Lender] By: /s/ Barry W. Henry -------------------------------------------- Name: BARRY W. HENRY Title: Vice President Senior Lending Officer Illegible ------------------------------------------------ [Print Name Of Lender] By: /s/ Jean-Pierre THEIN By: /s/ John DHUR ------------------------ --------------------- Name: Jean-Pierre THEIN Name: John DHUR Title: Illegible Title: Illegible BEAR STEARNS WISMONT PRODUCTS ------------------------------------------------ [Print Name Of Lender] By: /s/ Keith C. Barnish -------------------------------------------- Name : Keith C. Barnish Title: Authorized Signatory BHF Book AG ------------------------------------------------ [Print Name of Lender] By: /s/ Illegible By: /s/ Hellstern ------------------------ --------------------- Name: Illegible Name: Hellstern Title: Managing Director Title: Vice President ------------------------------------------------ Bingham CDO LLC [f.k.a.JHW Cash Flow Fund] By: /s/ Stephen D. Sautel -------------------------------------------- Name: Stephen D. Sautel Title: Managing Director Fourth Amendment and Waiver 12 Leaders BLACK DIAMOND CLO 1998-1 LTD ------------------------------------------------ [Print Name of Lender] By: /s/ Alan Corkish -------------------------------------------- Name: Alan Corkish Title: Director BLACK DIAMOND CLO 2000-1 LTD ------------------------------------------------ [Print Name of Lender] By: /s/ Alan Corkish -------------------------------------------- Name: Alan Corkish Title: Director BLACK DIAMOND INTERNATIONAL FUNDING LTD ------------------------------------------------ [Print Name of Lender] By: /s/ Alan Corkish -------------------------------------------- Name: Alan Corkish Title: Director BNP PARIBAS ------------------------------------------------ [Print Name Of Lender] By: /s/ Bertin Aka-Dinckel -------------------------------------------- Name: Bertin AKA-DINCKEL Title: DAP RISKHANAGER CAPTIVA III FINANCE LTD(Acct.275). as advised by Pacific Investment Management Company LLC By: /s/ David Dyer -------------------------------------------- Name: David Dyer Title: Director CAPTIVA IV FINANCE LTD(Acct.1275). as advised by Pacific Investment Management Company LLC By: /s/ David Dyer -------------------------------------------- Name: David Dyer Title: Director Fourth Amendment and Waiver 13 Lenders CERES II FINANCE LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Managing Agent (Financial) By: /s/ Joseph Rotondo -------------------------------------------- Name: Joseph Rotondo Title: Authorized Signatory Illegible By: American Express Asset Management Group Inc. as Collateral Manager. By: /s/ Steven B. Staver -------------------------------------------- Name: Steven B. Staver Title: Managing Director Citibank N.A. as Additional Investment Manager for and on behalf of Five Finance Corporation By: /s/ John P.O Connell Vp -------------------------------------------- JOHN P.O CONNELL VP Alternative Investment Strategies Illegible ` Ph: (212) 793-9120 By: /s/ Illegible -------------------------------------------- Illegible Illegible Citicorp U.S.A Inc. ------------------------------------------------ [Print Name of Lender] By: /s/ Harry Vlandii -------------------------------------------- Name: Harry Vlandii Title: Vice President Comercia Bank By: /s/ Robert M. Ramirez -------------------------------------------- Name: Robert M. Ramirez Title: Assistant Vice President Fourth Amendment and Waiver 14 Lenders Illegible ------------------------------------------------ [Print Name of Lender] By: /s/ Illegible -------------------------------------------- Name: Illegible Title: MANAGING MEMBER COSTANTINUS EATON VANCE CDO V. LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name of Lender] By: /s/ Payson F. Swaffield -------------------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT CREDIT AGRICOLE INDOSUEZ ------------------------------------------------ [Print Name of Lender] By: /s/ Leo Von Reissic By: /s/ Illegible ------------------- ---------------------------- Name: LEO VON REISSIC Name: Illegible Title: VICE PRESIDENT Title: Vice President ------------------------------------------------ CREDIT INDUSTRIEL ET COMMERCIAL By: /s/ Anthony Rock By: /s/ Sean Mounier ------------------- ---------------------------- Name: Anthony Rock Name: Sean Mounier Title: Vice President Title: First Vice President Credit Indusriel et Commercial London Branch By: /s/ Clive Carpenter By: /s/ Tim Hoband ------------------- ---------------------------- Name: Clive Carpenter Name: Tim Hoband Title: Manager Title: Manager Fourth Amendment and Waiver 15 Lenders ------------------------------------------------ Credit Suisse First Boston, London branch By: /s/ Illegible By: /s/ Illegible ---------------------- ----------------------- Name: Illegible Name: Illegible Title: Vice President, Title: AUP Operations. CREDIT SUISSE FIRST BOSTON By: /s/ Didier Siffer -------------------------------------------- Name: Didier Siffer Title: Director CREDIT SUISSE FIRST BOSTON By: /s/ Michael Criscito -------------------------------------------- Name: Michael Criscito Title: Director CSAM FUNDING I ------------------------------------------------ [Print Name of Lender] By: /s/ David H.Lerner -------------------------------------------- Name: DAVID H.LERNER Title: AUTHORIZED SIGNATORY CypressTree Investment Partners I, Ltd., By: CypressTree Investment Management Company Inc., as Portfolio Manager By: /s/ Philip C. Robbins -------------------------------------------- Name: Philip C. Robbins Title: Vice President CypressTree Investment Partners II, Ltd., By: CypressTree Investment Management Company Inc., as Portfolio Manager By: /s/ Philip C. Robbins -------------------------------------------- Name: Philip C. Robbins Title: Vice President The Dai-Ichi Kangyo Bank, Limited By: /s/ Christopher Fahey -------------------------------------------- Name: Christopher Fahey Title: Vice President First Amendment and Waiver 16 Lenders Dresdner Bank AG New York And Grand Cayman Branches By: /s/ Richard J. Sweeney -------------------------------------------- Name: RICHARD J. SWEENEY Title: VICE PRESIDENT By: /s/ Thomas R. Boady -------------------------------------------- Name: THOMAS R. BOADY Title: Vice President Illegible ------------------------------------------------ [Print Name of Lender] By: /s/ Payson F. Swaffield -------------------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT EATON VANCE SENIOR INCOME TRUST By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name of Lender] By: /s/ Payson F. Swaffield -------------------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT EATON VANCE CDO II, LTD. By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name of Lender] By: /s/ Payson F. Swaffield -------------------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT EATON VANCE CDO III, LTD. By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name of Lender] By: /s/ Payson F. Swaffield -------------------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT EATON VANCE CDO IV, LTD. By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name of Lender] By: /s/ Payson F. Swaffield -------------------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT Fourth Amendment and Waiver 17 Lenders FIRST DOMINION FUNDING I ------------------------------------------------ [Print Name of Lender] By: /s/ David H. Lerner -------------------------------------------- Name: DAVID H. LERNER Title: AUTHORIZED SIGNATORY FIRST DOMINION FUNDING II ------------------------------------------------ [Print Name of Lender] By: /s/ David H. Lerner -------------------------------------------- Name: DAVID H. LERNER Title: AUTHORIZED SIGNATORY First Union National Bank By: /s/ Jill E. Snyder -------------------------------------------- Name: Jill E. Snyder Title: Director ------------------------------------------------ Fleet National Bank By: /s/ Christopher N. Sotir -------------------------------------------- Name: Christopher N. Sotir Title: Vice President FORTE I CDO (CAYMAN) LTD. ------------------------------------------------ [Print Name of Lender] By: Illegible By: /s/ Thomas Price -------------------------------------------- Name: THOMAS PRICE Title: PORTFOLIO MANAGER Fortis Bank (Nederland) N.V. By: /s/ C. A. Hazeu -------------------------------------------- Name: C. A. Hazeu Title: proxy with authority B By: /s/ H.C. van Gent -------------------------------------------- Name: H.C. van Gent Title: proxy with authority F Fourth Amendment and Waiver 18 Lenders Franklin CLO II, Limited ------------------------------------------------ [Print Name of Lender] By: /s/ Richard D'Addario -------------------------------------------- Name: Richard D'Addario Title: Vice President Franklin Floating Rate Trust ------------------------------------------------ [Print Name of Lender] By: /s/ Richard D'Addario -------------------------------------------- Name: Richard D'Addario Title: Vice President GE Capital CFE, Inc. ------------------------------------------------ [GE Capital CFE Inc.] By: /s/ William Magee -------------------------------------------- Name: WILLIAM E. MAGEE Title: DULY AUTHORIZED SIGNATORY General Mortors Employees Global Group Pension Trust and Department of Fire & Police Pensions - City of Los Angeles ------------------------------------------------ [Print Name of Lender] By: /s/ Talton K. Embry -------------------------------------------- Name: Talton K. Embry Title: Chairman Magton Asset Management Corp. As Attorney-in-Fact for General Motors Employees Global Group PensionTr and Department of Fire and Police Pensions - City of Los Angeles GRAYSON & CO BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name of Lender] By: /s/ Payson F. Swaffield -------------------------------------------- Name: PAYSON F. SWAFFIELD Tide: VICE PRESIDENT THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND ------------------------------------------------ [Print Name of Lender] By: /s/ Hugh McMillan -------------------------------------------- Name: HUGH MCMILLAN Tide: MANAGING DIRECTOR CORPORATE BANKING Fourth Amendment and Waiver 19 Lenders Grayston CLO 2001-1 Ltd. By: Bear Stearns Asset Management Inc. as its Collateral Manager By: /s/ Niall Rosenzweig -------------------------------------------- Name: Niall Rosenzweig Title: Associate Director INDOSUEZ CAPITAL FUNDING III, LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Paul O. Travers -------------------------------------------- Name: Paul O. Travers Title: Managing Director INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Paul O. Travers -------------------------------------------- Name: Paul O. Travers Title: Managing Director Indosuez Capital Funding IV, L.P., By: RBC Leveraged Capital as Portfolio Advisor By: /s/ Lee M. Shaiman -------------------------------------------- Name: Lee M. Shaiman Title: Managing Director ING PRIME RATE TRUST By: INC Investments, LLC as its investment manager By: /s/ Mark F. Haak CFA -------------------------------------------- Name: Mark F. Haak, CFA Title: Vice President Investkredit Bank AG A-1013 Wien, Renngasse 10 Investkredit Bank AG ------------------------------------------------ [Print Name of Lender] By: /s/ Schania By: /s/ Illegible ------------------ --------------------- Name: SCHANIA Name: Illegible Title: Illegible Title: EXEC. DIRECTOR Fourth Amendment and Waiver 20 Lenders KZH CNC LLC By: /s/ Anthony Iarrobino -------------------------------------------- Name: ANTHONY IARROBINO Title: AUTHORIZED AGENT KZH CYPRESSTREE-1 LLC By: /s/ Anthony Iarrobino -------------------------------------------- Name: ANTHONY IARROBINO Title: AUTHORIZED AGENT KZH ING-2 LLC By: /s/ Anthony Iarrobino -------------------------------------------- Name: ANTHONY IARROBINO Title: AUTHORIZED AGENT KZH PONDVIEW LLC By: /s/ Anthony Iarrobino -------------------------------------------- Name: ANTHONY IARROBINO Title: AUTHORIZED AGENT KZH STERLING LLC By: /s/ Anthony Iarrobino -------------------------------------------- Name: ANTHONY IARROBINO Title: AUTHORIZED AGENT KZH WATERSIDE LLC By: /s/ Anthony Iarrobino -------------------------------------------- Name: ANTHONY IARROBINO Title: AUTHORIZED AGENT Fourth Amendment and Waiver 21 Lenders LEHMAN BROTHERS BANKHAUS AG. ------------------------------------------------ [Print Name of Lender] By: /s/ Jason Sumner -------------------------------------------- Name: JASON SUMNER Title: By: /s/ T. Colmell -------------------------------------------- Name: T. Colmell Lehman Syndicated Loans Inc. ------------------------------------------------ [Print Name of Lender] By: /s/ Michele Swanson -------------------------------------------- Name: Michele Swanson Title: Authorized Signatory Monument Capital Ltd. as Assignee By: Alliance Capital Management L.P. as Investment Manager By: Alliance Capital Management Corporation, as General Partner By: /s/ Sverker Johansson -------------------------------------------- Name: Sverker Johansson Title: Vice President Alliance Investments Limited By: Alliance Capital Management L.P. as Asset Manager By: Alliance Capital Management Corporation, as General Partner By: /s/ Sverker Johansson -------------------------------------------- Name: Sverker Johansson Title: Vice President Alliance Capital Funding, L.L.C., as Assignee By: Alliance Capital Management L.P. as Manager By: Alliance Capital Management Corporation, as General Partner of Alliance Capital Management L.P. By: /s/ Sverker Johansson -------------------------------------------- Name : Sverker Johansson Title: Vice President Fourth Amendment and Waiver 22 Lenders MORGAN STANLEY EMERGING MARKETS INC. By: /s/ Edgar Sabounghi -------------------------------------------- Name: Edgar Sabounghi Title: Vice President Illegible ------------------------------------------------ [Print Name of Lender] By: /s/ Illegible -------------------------------------------- Name: Title: Fourth Amendment and Waiver 23 Lenders Muzinich Cash Flow CBO II, Ltd ------------------------------------------------ [Print Name of Lender] By: /s/ Illegible -------------------------------------------- Name: Illegible Title: Authorized Signatory Natexis Bangues Popalaires By: /s/ Illegible -------------------------------------------- Name: MICHAEL FERRIS Title: VICE PRESIDENT LEVERAGED FINANCE By: /s/ Illegible -------------------------------------------- Name: MICHAEL J. STORMS Title: ASSOCIATE OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1 LTD. By: INVESCO Senior Secured Management, Inc. As Subadvisor By: /s/ Joseph Rotondo -------------------------------------------- Name: Joseph Rotondo Title: Authorized Signatory OCTAGON INVESTMENT PARTNERS II, LLC By: Octagon Credit Investors, LLC as sub-investment manager ------------------------------------------------ By: /s/ Andrew D. Gordon -------------------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager OCTAGON INVESTMENT PARTNERS III, LTD. By: Octagon Credit Investors, LLC as Portfolio Manager ------------------------------------------------ By: /s/ Andrew D. Gordon -------------------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager Fourth Amendment and Waiver 24 Lenders OCTAGON INVESTMENT PARTNERS IV, LTD. By : Octagon Credit Investors, LLC as collateral manager ----------------------------------------------- By: /s/ Andrew D. Gordon ------------------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager ORIX Finance Corp. I ----------------------------------------------- [Print Name of Lender] By: /s/ Sheppard H.C. Davis, Jr. ------------------------------------------- Name: Sheppard H.C. Davis, Jr. Title: Authorized Representative OXFORD STRATEGIC INCOME FUND By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ----------------------------------------------- [Print Name of Lender] By: /s/ Payson F.Swaffield ------------------------------------------- Name: PAYSON F.SWAFFIELD Title: VICE PRESIDENT PARIBAS CAPITAL FUNDING LLC ----------------------------------------------- [Print Name of Lender] By: /s/ Illegible ------------------------------------------- Name: Illegible Title: Director Post Balanced Fund, LP By: /s/ Lawrence A. Post ------------------------------------------- Name: Lawrence A. Post Title: Managing Member of the General Partner Putnam Diversified Income Trust ----------------------------------------------- [Print Name of Lender] By: /s/ Illegible ------------------------------------------- Name: Illegible Title: VP Fourth Amendment and Waiver 25 Lenders Putnam High Yield Trust ------------------------------------------------ [Print Name of Lender] By: /s/ John Verani -------------------------------------------- Name: John Verani Title: VP Putnam Funds Trust-Putnam High Yield Trust II ------------------------------------------------ [Print Name of Lender] By: /s/ John Verani -------------------------------------------- Name: John Verani Title: VP ROYALTON COMPANY (Acct 280) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ---------------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President Salomon Brothers Holding Company, Inc. ------------------------------------------------ [Print Name of Lender] By: /s/ Illegible -------------------------------------------- Name: Illegible Title: V.P. Seaboard CLO 2000, Ltd. Name of Lander: By: ORIX Capital Markets, LLC, collateral manager ------------------------------------------------- By: /s/ Sheppard H.C. Davis, Jr. -------------------------------------------- Name: Sheppard H.C. Davis, Jr. Title: Managing Director Illegible American Express Asset Management Group Inc. as Collateral Manager ------------------------------------------------ By: /s/ Steven B. Staver -------------------------------------------- Name: Steven B. Staver Title: Managing Director Fourth Amendment and Waiver 26 Lenders SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor ------------------------------------------------ [Print Name of Lender] By: /s/ Payson F. Swaffield -------------------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT By: /s/ David Giles ------------------------------------------------ Scotiabank Europe PLC By: /s/ David Giles -------------------------------------------- Name: David Giles Title: Director Silver Oak Capital, LLC ------------------------------------------------ [Print Name of Lender] By: /s/ Illegible -------------------------------------------- Name: Illegible Title: Managing Director STRONG HIGH YIELD BOND FUND ------------------------------------------------ [Print Name of Lender] By: /s/ Gilbert L. Southwell, III -------------------------------------------- Name: Gilbert L. Southwell, III Title: Assistant Secretary Societc Generale By: /s/ R. Wayne Hutton -------------------------------------------- Name: R. Wayne Hutton Title: Director S P OFF SHORE LIMITED ------------------------------------------------ [Print Name of Lender] By: /s/ Illegible -------------------------------------------- Name: Illegible Title: ITS ATTORNEY-IN-FACT Fourth Amendment and Waiver 27 Textron Financial Corporation By: /s/ Matthew J. Colgan --------------------------------------------- Name: Matthew J. Colgan Title: Director TORONTO DONINION (TEXAS) INC. ------------------------------------------------ [Print Name of Lender] By: /s/ Ann S. Slanls --------------------------------------------- Name: Ann S. Slanls Title: Vice President UBS AG, Stamford Branch By: /s/ Jennifer L. Poccia --------------------------------------------- Name: Jennifer L. Poccia Title: Associate Director BANKING PRODUCTS SERVICES, US By: /s/ Illegible --------------------------------------------- Name: Illegible Title: Illegible Illegible WINGED FOOT FUNDING TRUST By: /s/ Ann E. Morris --------------------------------------------- Name: ANN E. MORRIS Title: AUTHORIZED AGENT 28 CONSENT Dated as of March 29, 2002 Each of the undersigned, as a Loan Party under the Amended and Restated Credit Agreement and Guarantee dated September 29, 2000 (the "Credit Agreement"; capitalized terms defined in the Credit Agreement or the foregoing Amendment and not otherwise defined in this Consent are used herein as therein defined) hereby consents to the modification of the Credit Agreement effected by the foregoing Amendment and hereby acknowledges and agrees that the obligations of such Loan Party contained in the Loan Documents as modified by the foregoing Amendment are, and shall remain, in full force and effect and are hereby ratified and confirmed in all respects. EXIDE TECHNOLOGIES, as a Guarantor By:________________________________________ Name: Title: EXIDE HOLDING EUROPE S.A. COMPAGNIE EUROPEENNE D'ACCUMULATEURS S.A. EURO EXIDE CORPORATION LIMITED SOCIEDAD ESPANOLA DEL ACUMULADOR TUDOR S.A. TUDOR A.B. CMP BATTERIJEN B.V. CMP BATTERIES LIMITED DEUTSCHE EXIDE STANDBY GMBH DEUTSCHE EXIDE GMBH MERCOLEC TUDOR B.V., each as a Guarantor, subject to the limitations, if any, contained in Section 10.1 By:________________________________________ Name: Title: Fourth Amendment and Waiver EXIDE ITALIA S.R.L. INDUSTRIA COMPOSIZIONI STAMPATE, SPA FULMEN IBERICA S.L. CMP BATTERIJEN N.V. EXIDE AUTOMOTIVE BATTERIE GMBH HAGEN BATTERIE AG HAGEN BATTERIJEN B.V. ELECTRO MERCANTIL INDUSTRIAL S.L. EXIDE (DAGENHAM) LIMITED EXIDE FRANCE S.A.S. FULMEN UK LIMITED EXIDE AUTOMOTIVE S.A. SOCIEDADE PORTUGUESA DO ACUMULADOR TUDOR S.A. EXIDE DANMARK A/S EXIDE BATTERIER AB CENTRA S.A. FRIEMANN & WOLF BATTERIETECHNIK GMBH EXIDE SONNAK A/S EXIDE AUTOMOTIVE B.V. EXIDE BATTERIES LIMITED B.I.G. BATTERIES LIMITED EXIDE LENDING LIMITED EXIDE HOLDINGS LIMITED EXIDE TECHNOLOGIES HOLDING BV EXIDE CANADA INC. 1036058 ONTARIO INC. each as a Guarantor, subject to the limitations, if any, contained in Section 10.1 By:____________________________________ Name: Title: Fourth Amendment and Waiver EXIDE DELAWARE, LLC GNB BATTERY TECHNOLOGIES JAPAN, INC. ROYAL BATTERY DISTRIBUTORS, LLC Each as a Guarantor, subject to the limitations, if any, contained in Section 10.1 By:___________________________________ Name: Title: By:___________________________________ Name: Title: Fourth Amendment and Waiver