Sixth Amendment to Loan Documents and First Amendment to Standstill Agreement among Borrowing Subsidiaries, Foreign Subsidiary Guarantors, GNB Battery Technologies Japan, Inc., Standstill Lenders, and Credit Suisse First Boston

Summary

This amendment, dated May 21, 2002, modifies the existing Standstill Agreement and related loan documents among several borrowing subsidiaries, foreign subsidiary guarantors, GNB Battery Technologies Japan, Inc., the Standstill Lenders, and Credit Suisse First Boston as administrative agent. The amendment updates certain covenants, extends deadlines for granting liens on subsidiary property, and clarifies the Collateral Agent's authority, especially regarding Canadian subsidiaries. It becomes effective once all parties sign and certain conditions are met, ensuring all parties remain in compliance with the original agreements.

EX-4.14 6 dex414.txt AGREEMENT EXHIBIT 4.14 EXECUTION COPY SIXTH AMENDMENT TO THE LOAN DOCUMENTS AND FIRST AMENDMENT TO THE STANDSTILL AGREEMENT SIXTH AMENDMENT TO THE LOAN DOCUMENTS AND FIRST AMENDMENT TO THE STANDSTILL AGREEMENT, dated as of May 21, 2002 (this "Amendment"), to the Standstill Agreement and Fifth Amendment to the Credit Agreement dated as of April 15, 2002 (as amended, supplemented or otherwise modified from time to time, the "Standstill Agreement"), among the Borrowing Subsidiaries signatories thereto, the Foreign Subsidiary Guarantors signatories thereto, GNB Battery Technologies Japan, Inc., (GNB Battery Technologies Japan, Inc., together with the Borrowing Subsidiaries and the Foreign Subsidiary Guarantors, the "Standstill Parties"), the Standstill Lenders (as defined in the Credit Agreement), Credit Suisse First Boston, as administrative agent (in such capacity, the "Administrative Agent") for the Standstill Lenders, and others. PRELIMINARY STATEMENTS (1) The Company has requested that the DIP Lenders amend certain provisions of the Post-Petition Credit Agreement, including amendments to certain of the Cross Referenced Covenants incorporated by reference in the Standstill Agreement. (2) The Standstill Parties have requested that the Standstill Lenders make conforming changes to the Cross Referenced Covenants in the Standstill Agreement. The Standstill Lenders are willing to consent to such amendments upon and subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Terms defined in the Standstill Agreement or the Credit Agreement and used herein shall have the meanings given to them in the Standstill Agreement or the Credit Agreement, as applicable. SECTION 2. Amendments to Standstill Agreement. On the Effective Date (as hereinafter defined) the Standstill Agreement shall be amended as follows: (a) Amendments to Section 6. For the purposes of incorporation into the Standstill Agreement, the Cross Referenced Covenants in Sections 8.1, 8.3, 8.4 and 8.6 of the Post-Petition Credit Agreement are amended as set forth in the "First Amendment to Credit Agreement" attached hereto as Exhibit A and shall continue to be incorporated by reference as if fully set forth in the Standstill Agreement as so amended. (b) Amendments to Section 11. Section 11(a) shall be amended by (i) deleting "30" appearing in the last sentence and replacing it with "60" and (ii) replacing the period at the Sixth Amendment to Loan Documents end of the last sentence with a comma and adding immediately after the comma new language to read as follows: "provided, that the following Subsidiaries shall grant the Standstill Lenders' Liens on their Property no later than May 31, 2002: BIG Batteries Limited, CMP Batteries Ltd., Deta UK Limited, Euro Exide Corporation Limited, Exide Batteries Limited, Exide (Dagenham) Limited, Exide Holdings Limited, Friwo Batteries Limited, Fulmen UK Limited, Gemala Ireland (Holdings) Limited, GNB Technologies Limited, MBD National Limited, National Battery Distribution Limited, Nord Group Limited, OHE Limited, Spitfire Batteries Limited, TS Batteries Limited and Exide Canada, Inc." (c) Addition of New Section 24. The Standstill Agreement shall be amended by adding the following new Section 24 to read as follows: "SECTION 24. Fonde de Pouvoir. Without limiting the powers of the Collateral Agent (as defined in the Collateral Agency Agreement dated as of April 15, 2002 (the "Collateral Agency Agreement")) from time to time under the Collateral Agency Agreement or under any of the Loan Documents, each Standstill Lender hereby acknowledges that the Collateral Agent shall, for purposes of holding any Liens on Collateral granted by any Subsidiary organized under the laws of Canada pursuant to the laws of the Province of Quebec to secure payment of all liabilities, Obligations and Indebtedness of the Borrowing Subsidiaries and the Foreign Subsidiary Guarantors to the Standstill Lenders, the Administrative Agent and the Collateral Agent, including, but not limited to, any bonds, notes or other titles of indebtedness, be the holder of an irrevocable power of attorney or fonde de pouvoir (within the meaning of the Civil Code of Quebec) for all present and future Standstill Lenders who will agree to an assignment of participation at the time of such assignment, and in particular for all present and future holders of such bonds, notes, or other titles of indebtedness. Notwithstanding the provisions of Section 32 of an Act respecting powers of legal persons (Quebec) (formerly the Special Corporate Powers Act (Quebec)), the Collateral Agent may acquire and be the holder of such bonds, notes or other titles of indebtedness." SECTION 3. 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 this Amendment, executed and delivered by a duly authorized officer of each of the Standstill Parties. (b) The Administrative Agent shall have received this Amendment, executed by the Required Standstill Lenders, or as to any of the Standstill Lenders, advice satisfactory to the Administrative Agent that such Standstill Lender has executed this Amendment. (c) After giving effect to the Amendment, no Standstill Event shall have occurred and be continuing, and the representations and warranties contained in the Standstill Sixth Amendment to Loan Documents Agreement shall be correct in all material respects as though made on and as of the Effective Date. (d) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be satisfactory in all respects in form and substance to the Administrative Agent. SECTION 4. Representations and Warranties. To induce the Standstill Lenders parties hereto to enter into this Amendment, each of the Standstill Parties hereby represents and warrants to the Administrative Agent and all of the Standstill Lenders the following: (a) The execution, delivery and performance by each Standstill Party of the Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Standstill Party's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Standstill Party's Constituent Documents, (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 Standstill Party, or (iii) conflict with or result in the breach of, or constitute a default under, any Contractual Obligation, including, without limitation, the bilateral loan documents, of EHE, EHA or any of their Subsidiaries. As of the Effective Date, no Standstill Party is in violation of any such law, rule, regulation, order, writ, 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 Standstill Parties in connection with the execution and delivery, or performance by any Standstill Party of any of its obligations under the Amendment and the Standstill Agreement, as amended hereby. (c) The Amendment has been duly executed and delivered by each Standstill Party, and is the legal, valid and binding obligation of such Standstill Party, enforceable against such Standstill Party in accordance with its 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 Standstill Party has an existing claim against any Standstill Lender arising out of, relating to or in connection with the Loan Documents. (e) As of the Effective Date, EHE is not in breach of, or in default under, the DM Agreement, and no Foreign Subsidiary is in breach of, or in default under, any other Contractual Obligation, binding on or affecting any Foreign Subsidiary or any of their properties, where the consequence of such default is to confer rights upon any person against such Foreign Subsidiary which, if exercised, can be reasonably expected to have a Material Adverse Effect. Sixth Amendment to Loan Documents (f) The representations and warranties made by each of the Standstill Parties 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 5. Reference to and Effect on the Loan Documents. (a) On and after the Effective Date, each reference in the Standstill Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Standstill Agreement and each reference in the Credit Agreement and other Loan Documents to "the Standstill Agreement", "thereunder", "thereof" or words of like import referring to the Standstill Agreement, shall mean and be a reference to the Standstill Agreement as amended and otherwise modified hereby. (b) The Standstill Agreement, 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 Standstill Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. SECTION 6. Affirmation of Loan Documents. Each Standstill Party, in its capacity as a Guarantor or otherwise, hereby consents to the modification of the Standstill Agreement effected hereby and hereby acknowledges and agrees that the terms of this Amendment shall not affect in any way its obligations and liabilities under the Credit Agreement, including under its guarantee, the Standstill Agreement 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 7. 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 8. Waiver of Jury Trial. Each of the Standstill Parties, the Administrative Agent and the Standstill Lenders 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 Standstill Lender in the negotiation, administration, performance or enforcement thereof. SECTION 9. 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. Sixth Amendment to Loan Documents SECTION 10. Costs and Expenses. EHE hereby agrees to pay, and each of the other Foreign Subsidiary Guarantors guarantees payment (subject to the exceptions set forth in Schedule 10.1 of the Credit Agreement) of, 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 (in each case, whether incurred prior to or after the Effective Date). [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY] Sixth Amendment to Loan Documents 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. Each of the following Subsidiaries as a Borrowing Subsidiary and as a Guarantor, subject to the limitations, if any, contained in Section 10.1 of the Credit Agreement EXIDE HOLDING EUROPE S.A. By:__________________________________ Name: Title: COMPAGNIE EUROPEENNE D'ACCUMULATEURS S.A. By:__________________________________ Name: Title: EURO EXIDE CORPORATION LIMITED By:__________________________________ Name: Title: SOCIEDAD ESPANOLA DEL ACUMULADOR TUDOR S.A. By:__________________________________ Name: Title: TUDOR A.B. By:__________________________________ Name: Title: Sixth Amendment to Loan Documents EXIDE TECHNOLOGIES NEDERLAND B.V. By:__________________________________ Name: Title: CMP BATTERIES LIMITED By:__________________________________ Name: Title: DEUTSCHE EXIDE STANDBY GMBH By:__________________________________ Name: Title: DEUTSCHE EXIDE GMBH By:__________________________________ Name: Title: MERCOLEC TUDOR B.V. By:__________________________________ Name: Title: Sixth Amendment to Loan Documents Each of the following Subsidiaries as a Guarantor, subject to the limitations, if any, contained in Section 10.1 of the Credit Agreement FULMEN IBERICA S.L. By:__________________________________ Name: Title: CMP BATTERIJEN N.V. By:__________________________________ Name: Title: EXIDE AUTOMOTIVE BATTERIE GMBH By:__________________________________ Name: Title: HAGEN BATTERIE AG By:__________________________________ Name: Title: ELECTRO MERCANTIL INDUSTRIAL S.L. By:__________________________________ Name: Title: EXIDE (DAGENHAM) LIMITED By:__________________________________ Name: Title: FULMEN UK LIMITED By:__________________________________ Name: Title: Sixth Amendment to Loan Documents EXIDE AUTOMOTIVE S.A. By:__________________________________ Name: Title: SOCIEDADE PORTUGUESA DO ACUMULADOR TUDOR S.A. By:__________________________________ Name: Title: EXIDE DANMARK A/S By:__________________________________ Name: Title: EXIDE BATTERIER AB By:__________________________________ Name: Title: CENTRA S.A. By:__________________________________ Name: Title: FRIEMANN & WOLF BATTERIETECHNIK GMBH By:__________________________________ Name: Title: EXIDE S0NNAK A/S By:__________________________________ Name: Title: Sixth Amendment to Loan Documents EXIDE BATTERIES LIMITED By:__________________________________ Name: Title: B.I.G. BATTERIES LIMITED By:__________________________________ Name: Title: EXIDE LENDING LIMITED By:__________________________________ Name: Title: EXIDE ITALIA S.R.L. By:__________________________________ Name: Title: INDUSTRIA COMPOSIZIONI STAMPATE, SPA By:__________________________________ Name: Title: EXIDE HOLDINGS LIMITED By:__________________________________ Name: Title: EXIDE TECHNOLOGIES HOLDING BV By:__________________________________ Name: Title: Sixth Amendment to Loan Documents EXIDE TRANSPORTATION HOLDING EUROPE, SL By:__________________________________ Name: Title: EXIDE AUSTRALIA PTY LIMITED By:__________________________________ Name: Title: EXIDE TECHNOLOGIES LIMITED By:__________________________________ Name: Title: EXIDE HOLDING ASIA PTE LIMITED By:__________________________________ Name: Title: GNB TECHNOLOGIES (CHINA) LIMITED By:__________________________________ Name: Title: EXIDE SINGAPORE PTE LIMITED By:__________________________________ Name: Title: EXIDE CANADA INC. By:__________________________________ Name: Title: Sixth Amendment to Loan Documents 1036058 ONTARIO INC. By:__________________________________ Name: Title: Sixth Amendment to Loan Documents GNB BATTERY TECHNOLOGIES JAPAN, INC. As a Guarantor, subject to the limitations, if any, contained in Section 10.1 of the Credit Agreement By:________________________________________ Name: Title: Sixth Amendment to Loan Documents CREDIT SUISSE FIRST BOSTON, as Administrative Agent By:__________________________________ Name: Title: By:__________________________________ Name: Title: Sixth Amendment to Loan Documents Lenders AG Capital Funding Partners, LP. by: Angelo Gordon & Co. LP as Investment Advisor ------------------------------------------------ [Print Name of Lender] By: /s/ Jeffrey H. Aronson -------------------------------------------- Name: JEFFREY H. ARONSON Title: Managing Director Alliance Capital Funding, LLC by: Alliance Capital Management, LP as Manager by: Alliance Capital Management Corp. its General Partner ------------------------------------------------ [Print Name of Lender] By: /s/ Illegible -------------------------------------------- Name: Illegible Title: Vice President Alliance Investment, Ltd. by: Alliance Capital Management, LP as Asset Manager by: Alliance Capital Management Corp. its General Partner ------------------------------------------------ [Print Name of Lender] By: /s/ Illegible -------------------------------------------- Name: Illegible Title: Vice President ALPHA BANK AE ------------------------------------------------ [Print Name Of Lender] By: /s/ Illegible By: /s/ Illegible --------------------- -------------------------- Name: Illegible Name: Illegible Title: GEN. MANAGER Title: DEPUTY GEN. MANAGER AMMC CDO I, LIMITED By: American Money Management Corp., as Collateral Manager ------------------------------------------------ [Print Name of Lender] By: /s/ John B. Berding -------------------------------------------- Name: John B. Berding Title: Executive Vice President Sixth Amendment to Loan Documents 15 EXHBIT A Lenders AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager ------------------------------------------------ [Print Name of Lender] By: /s/ John B. Berding -------------------------------------------- Name: John B. Berding Title: Executive Vice President ARCHIMEDES FUNDING, LLC, By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Illegible -------------------------------------------- Name: Illegible Title: SR. VICE PRESIDENT ARCHIMEDES FUNDING II, Ltd. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Illegible -------------------------------------------- Name: Illegible Title: SR. VICE PRESIDENT ARCHIMEDES FUNDING III, Ltd. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Illegible -------------------------------------------- Name: Illegible Title: SR. VICE PRESIDENT ARCHIMEDES FUNDING III CAYMAN, Ltd. By: ING Capital Advisory LLC, as Collateral Manager By: /s/ Illegible -------------------------------------------- Name: Illegible Title: SR. VICE PRESIDENT Sixth Amendment to Loan Documents 16 Lenders 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 BALANCED HIGHYIELD FUND I, Ltd. By: ING Capital Advisors LLC, as By: /s/ Illegible -------------------------------------------- Name: Illegible Title: SR VICE PRESIDENT BANCA POPOLARE DIBERGAMO-CV Serl By: /s/ Giannario Petro /s/ Angelo Locatelli --------------------------- --------------------------- Name: Giannario Petro Name: Angelo Locatelli Title:Senior Vice President Title:Senior Vice President For Banco Espirito Santo, SA. By: /s/ Guy Harris -------------------------------------------- Name: Guy Harris Title: Senior Manager By: /s/ Malcolm Morris -------------------------------------------- Name: Malcolm Morris Title: Assistant Manager Sixth Amendment to Loan Documents 17 Lenders ------------------------------------------------ Bank of Montreal By: /s/ Mary Lee Lotta -------------------------------------------- Name: Mary Lee Lotta Title: Director THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND ------------------------------------------------ [Print Name of Lender] By: /s/ Barry Fowler -------------------------------------------- Name: Barry Fowler Title: Associate Director of Syndications Bank One, NA By: /s/ Oliver J. Glenn, III -------------------------------------------- Name: Oliver J. Glenn, III Title: First Vice President BANK PEKAO S.A. ------------------------------------------------ [Print Name of Lender] By: /s/ Barry W. Henry -------------------------------------------- Name: BARRY W. HENRY Title: Vice President Senior Lending Officer Bear Stearns Investment Products Inc. ------------------------------------------------ [Print Name of Lender] By: /s/ Keith Barnish -------------------------------------------- Name: Keith Barnish Title: Authorized Signatory Sixth Amendment to Loan Documents 18 Lenders BHF BANK AKTIENGESELLSCHAFT ------------------------------------------------ [Print Name of Lender] By: /s/ Hellstern By: /s/ Illegible --------------------- ---------------------------- Name: HELLSTERN Name: KORALLUS Title: VICE PRESIDENT Title: SENIOR VICE PRESIDENT BLACK DIAMOND CLD 1000-1 LTD. ------------------------------------------------ [Print Name of Lender] By: /s/ Alan Corkish -------------------------------------------- Name: Alan Corkish Title: Director BLACK DIAMOND CLD 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 Sixth Amendment to Loan Documents 19 Lenders BNP PARIBAS By: /s/ Fletcher Duke -------------------------------------------- Name: FLETCHER DUKE Title: Director By: /s/ Amy Kirschner -------------------------------------------- Name: AMY KIRSCHNER Title: DIRECTOR Centurion CDO I, Limited By: American Express Asset Management Group Inc. as Collateral Manager. ------------------------------------------------ [Print Name of Lender] By: /s/ Steven B Staver -------------------------------------------- Name: Steven B Staver Title: Managing Director 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 Citibank, N.A. ------------------------------------------------ [Print Name of Lender] By: /s/ Harry Vlandii -------------------------------------------- Name: Harry Vlandii Title: Vice President Comercia Bank ------------------------------------------------ [Print Name of Lender] By: /s/ Susan A. Smith -------------------------------------------- Name: SUSAN A. SMITH Title: V.P. Sixth Amendment to Loan Documents 20 Lenders CONTRABIAN FUNDS LLC ------------------------------------------------ [Print Name of Lender] By: /s/ Jon Bauer -------------------------------------------- Name: Jon Bauer Title: Managing Member CONSTANTINUS EATON VANCE CDOV, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name of Lender] By: /s/ Scott H. Page -------------------------------------------- Name: Scott H. Page Title: Vice President CREDIT AGRICOLE INDOSUEZ By: /s/ Frederik W. Asse -------------------------------------------- Name: Frederik W. Asse Title: Vice President By: /s/ Kathleen M Sweeney -------------------------------------------- Name: Kathleen M Sweeney Title: Vice President Credit Industriel et Commercial By: /s/ Gary George By: /s/ Clive Carpenter --------------------- -------------------------- Name: Gary George Name: Clive Carpenter Title: Manager Title: Manager Credit Industriel et Commercial By: /s/ Marcus Edward By: /s/ Brian Oleary --------------------- -------------------------- Name: Marcus Edward Name: Brian Oleary Title: Vice President Title: Vice President Sixth Amendment to Loan Documents 21 Lenders CREDIT SUISSE FIRST BOSTON INTERNATIONAL By: /s/ S. Martin By: /s/ I. Borisour --------------------- -------------------------- Name: S. MARTIN Name: I. BORISOUR Title: V.P Title: A.V.P. CypressTree Investment Partners, Ltd., By: CypressTree Investment Management Company, Inc., as Portfolio Manager By: /s/ Jeffrey Megar -------------------------------------------- Name: JEFFREY MEGAR Title:PRINCIPAL CypressTree Investment Partners II, Ltd., By: CypressTree Investment Management Company, Inc., as Portfolio Manager By: /s/ Jeffrey Megar -------------------------------------------- Name: JEFFREY MEGAR Title:PRINCIPAL Department of Fire and Police Pensions - City of Los Angeles ------------------------------------------------ [Print Name of Lender] By: /s/ Talton R. Embry -------------------------------------------- Name: Talton R. Embry Title: Chairman Magtan Asset Management Corp. As Attorney-In-Fact DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, As Lender By: /s/ Thomas M. Brady -------------------------------------------- Name: Thomas M. Brady Title: Director By: /s/ Richard J. Sweeney -------------------------------------------- Name: RICHARD J. SWEENEY Title: VICE PRESIDENT Sixth Amendment to Loan Documents 22 Lenders EATON VANCE CDO II, LTD. By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name of Lender] By: /s/ Scott H. Page -------------------------------------------- Name: SCOTT H. PAGE Title: VICE PRESIDENT EATON VANCE CDO III, LTD. By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name of Lender] By: /s/ Scott H. Page -------------------------------------------- Name: SCOTT H. PAGE Title: VICE PRESIDENT EATON VANCE CDO IV, LTD. By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name of Lender] By: /s/ Scott H. Page -------------------------------------------- Name: SCOTT H. PAGE Title: VICE PRESIDENT EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name of Lender] By: /s/ Scott H. Page -------------------------------------------- Name: SCOTT H. PAGE Title: VICE PRESIDENT EATON VANCE SENIOR INCOME TRUST By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name of Lender] By: /s/ Scott H. Page -------------------------------------------- Name: SCOTT H. PAGE Title: VICE PRESIDENT Sixth Amendment to Loan Documents 23 Lenders First Dominion I First Dominion II CSAM Funding I ------------------------------------------------ By: /s/ Andrew H. Marshak -------------------------------------------- Name: ANDREW H. MARSHAK Title: AUTHORIZED SIGNATORY Fleet National Bank ------------------------------------------------ [Print Name of Lender] By: /s/ Christopher N. Sotir -------------------------------------------- Name: Christopher N. Sotir Title: Vice President FORTE CDO (CAYMAN) LTD. BY STRONG CAPITAL MANAGEMENT, INC. AS COLLATERAL MANAGER ------------------------------------------------ [Print Name of Lender] By: /s/ Thomas Price -------------------------------------------- Name: THOMAS PRICE Title: PORTFOLIO MANAGER FROTIS BANK (NEDERLAND) N.V. Business Centre Blaak ###-###-#### GB Rotterdam ------------------------------------------------ [Print Name of Lender] /s/ Illegible -------------------------------------------- Illegible By: /s/ Illegible -------------------------------------------- Name: Illegible Title: Sixth Amendment to Loan Documents 24 Lenders /s/ Illegible -------------------------------------------- GE Capital, CFE Inc. By: William E. Magee Title: Duly Authorized Signatory State Street Bank & Trust, solely in its capacity as Custodian for General Motors Employees Global Group Pension Trust as directed by DDJ Capital Management, LLC, and not in its individual capacity By: /s/ Andre Blood -------------------------------------------- Name: Andre Blood Title: Officer BRAYSON & CO By: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR -------------------------------------------------------- [Print Name of Lender] By: /s/ Scott H. Page -------------------------------------------- Name: SCOTT H. PAGE Title: VICE PRESIDENT HBK Master Fund L.P. By: HBK Investments L.P. Investment Advisor ------------------------------------------------ [Print Name of Lender] By: /s/ David C. Haley -------------------------------------------- Name: David C. Haley Title: Authorized Signatory Sixth Amendment to Loan Documents 25 Lenders INDOSUEZ CAPITAL FUNDING III, LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Charles Kobayashi -------------------------------------------- Name: Charles Kobayashi Title: Principal and Portfolio Manager ING PRIME RATE TRUST By: ING Investments, LLC as is investment manager By: /s/ Mark F Haak, -------------------------------------------- Name: Mark F Haak, CFA Title: Vice President ------------------------------------------------ INVESTKCREDIT BANK AG By: /s/ W. Anscheringer By: /s/ J. Wundsaro ------------------------- ----------------------- Name: W. Anscheringer Name: J. Wundsaro Title: Senior Exec. Dir. Title: SVP KZH CNC LLC ------------------------------------------------ (Print Name of Lender) By: /s/ Joyce Fraser-Bryant -------------------------------------------- Name: JOYCE FRASER-BRYANT Title: AUTHORIZED AGENT Sixth Amendment to Loan Documents 26 Lenders KZH CYPRESSTREE 1 LLC ------------------------------------------------ [Print Name of Lender] By: /s/ Joyce Fraser-Bryant -------------------------------------------- Name: JOYCE FRASER-BRYANT Title: AUTHORIZED AGENT KZH ING-2 LLC ------------------------------------------------ [Print Name of Lender] By: /s/ Joyce Fraser-Bryant -------------------------------------------- Name: JOYCE FRASER-BRYANT Title: AUTHORIZED AGENT KZH PONDVIEW LLC ------------------------------------------------ [Print Name of Lender] By: /s/ Joyce Fraser-Bryant -------------------------------------------- Name: JOYCE FRASER-BRYANT Title: AUTHORIZED AGENT KZH STERLING LLC ------------------------------------------------ [Print Name of Lender] By: /s/ Joyce Fraser-Bryant -------------------------------------------- Name: JOYCE FRASER-BRYANT Title: AUTHORIZED AGENT KZH WATERSIDE LLC ------------------------------------------------ [Print Name of Lender] By: /s/ Joyce Fraser-Bryant -------------------------------------------- Name: JOYCE FRASER-BRYANT Title: AUTHORIZED AGENT Sixth Amendment to Loan Documents 27 Lenders LEHMAN BROTHERS BANKHAOS ------------------------------------------------ [Print Name of Lender] By: /s/ Illegible By: /s/ Illegible ---------------- -------------------- Name: Illegible Name: Illegible Title: Director Title: Illegible Lehman Syndicated Loans Inc. ------------------------------------------------ [Print Name of Lender] By: /s/ John Gramins -------------------------------------------- Name: John Gramins Title: Vice President Mizubo Corporate Bank, Ltd By: /s/ Christopher Fahey -------------------------------------------- Name: Christopher Fahey Title: Vice President Monument Capital Limited as Assignee By: Alliance Capital Management, LP as Investment Manager By: Alliance Capital Management Corp. its General Partner ------------------------------------------------ [Print Name of Lender] By: /s/ Sverker Johansson -------------------------------------------- Name: Sverker Johansson Title: Vice President MORGAN STANLEY EMERGING MARKETS, INC By: /s/ Edgar A. Sabounghi -------------------------------------------- Name: Edgar A. Sabounghi Title: Vice President Sixth Amendment to Loan Docunents 28 Lenders ------------------------------------------------ Morgan Stanley Prime Income Trust By: /s/ Sheila A. Finnerty -------------------------------------------- Name: Sheila A. Finnerty Title: Executive Director NATEXIS BANQUES POPULAIRES ------------------------------------------------ [Print Name of Lender] By: /s/ Joseph A. Miller -------------------------------------------- Name: JOSEPH A. MILLER Title: ASSOCIATE /s/ William J. Burke -------------------------------------------- WILLIAM J. BURKE VICE PRESIDENT Sixth Amendment to Loan Documents 29 Lenders OCTAGON INVESTMENT PARTNERS II, LLC By: Octagon Credit Investors, LLC as sub-investment manager ------------------------------------------------ [Print Name of Lender] 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 ------------------------------------------------ [Print Name of Lender] 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 VARCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------------------ [Print Name of Lender] By: /s/ Scott H. Page -------------------------------------------- Name: SCOTT H. PAGE Title: VICE PRESIDENT Sixth Amendment to Loan Documents 30 Lenders Illegible ------------------------------------------------ [Print Name of Lender] By: /s/ M. Steven Alexandar -------------------------------------------- Name: M. Steven Alexandar Title: DIRECTOR Post Balanceo Fund, L.P. ------------------------------------------------ [Print Name of Lender] By: /s/ Lawrance A. Post -------------------------------------------- Name: LAWRANCE A. POST Title: MANAGING MEMBER OF THE GENERAL PARTNER PUTNAM DIVERSIFIED INCOME TRUST By: /s/ John R. Verani -------------------------------------------- Name: John R. Verani Title: Vice President PUTNAM FUNDS TRUST - PUTNAM HIGH YIELD TRUST II PUTMAN HIGH YIELD TRUST By: /s/ John R. Verani -------------------------------------------- Name: John R. Verani Title: Vice President Lenders R/2/ Top Hat, Ltd. By: Amalgamated Gadget, L.P., Its Investment Manager By: Scepter Holdings, Inc., Its General Partner ________________________________________________ [Print Name of Lender] By: /s/ Geoffrey Raynor -------------------------------------------- Name: Geoffrey Raynor Title: President Lenders SALOMON BROTHERS HOLDING COMPANY, INC By: /s/ Neyua Uarias -------------------------------------------- Name: Neyua Uarias Title: Assistant Vice President ________________________________________________ Scotiabank Europe Plc By: /s/ John Copley -------------------------------------------- Name: John Copley Title: Authorised Signatory Sixth Amendment to Loan Documents 31 Lenders SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor ------------------------------------------------ [Print Name of Lender] By: /s/ Scott H. Page -------------------------------------------- Name: SCOTT H. PAGE Title: VICE PRESIDENT Illegible American Express Asset Management Group Inc. as Collateral Manager ------------------------------------------------ [Print Name of Lender] By: /s/ Steven B. Stever -------------------------------------------- Name: Steven B. Stever Title: Managing Director Sixth Amendment to Loan Documents 32 Lenders SEQUILS-ING I (HBDGM), LTD By: ING Capital Advisors LLc, as Collateral Manager By: /s/ Illegible -------------------------------------------- Name: Illegible Title: SR. VICE PRESIDENT Silver Oak Capital LLC ------------------------------------------------ [Print Name of Lender] By: /s/ Jeffrey H. Aronson -------------------------------------------- Name: JEFFREY H. ARONSON Title: Managing Director Societe Generale ------------------------------------------------ [Print Name of Lender] By: /s/ R. Wayne Hutton -------------------------------------------- Name: R. WAYNE HUTTON Title: Director Corporate Banking ------------------------------------------------ SP Offshore Limited By: /s/ Illegible -------------------------------------------- Name: Illegible Title: Illegible STRONG HIGH YIELD BOND FUND ------------------------------------------------ [Print Name of Lender] By: /s/ Gilbert L. Southwell, III -------------------------------------------- Name: Gilbert L. Southwell, III Title: Assistant Secretary Sixth Amendment to Loan Documents 33 Lenders Illegible ------------------------------------------------ [Print Name of Lender] By: /s/ Illegible -------------------------------------------- Name: Illegible Title: Senior Manager Textron Financial Corporation By: /s/ Matthew J. Colgan -------------------------------------------- Name: Matthew J. Colgan Title: Director Toronto Dominion (Texas), Inc. ------------------------------------------------ [Print Name of Lender] By: /s/ Ann S. Slanis -------------------------------------------- Name: Ann S. Slanis Title: Vice President UBS AG, Stamford Branch ------------------------------------------------ [Print Name of Lender] By: /s/ Jennifer L. Poecia By: /s/ Thomas R. Salzano ------------------------- ----------------------- Name: Jennifer L. Poecia Name: Thomas R. Salzano Title: Associate Director Title: Director Banking Products Banking Products Services. US Services. US WACHOVIA BANK NATIONAL ASSOCIATION ------------------------------------------------ [Print Name of Lender] By: /s/ Jill E. Snyder -------------------------------------------- Name: Jill E. Snyder Title: Director WINGED FOOT FUNDING TRUST ------------------------------------ [Print Name of Lender] By: /s/ ANN E. MORRIS --------------------------------- Name: ANN E. MORRIS Title: AUTHORIZED AGENT Sixth Amendment to Loan Documents 34 EXHIBIT A Sixth Amendment to Loan Documents 35 FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement dated as of May 17, 2002 (this "Amendment"), is entered into among Exide Technologies, a Delaware corporation (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") and 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 the Credit Agreement dated as of April 15, 2002 (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 that certain provisions of the Credit Agreement be amended, all as more particularly set forth herein; WHEREAS, pursuant to Section 13.1(a) (Amendments, Waivers, Etc.) of the Credit Agreement, the consent of the Requisite Lenders is required to modify the Credit Agreement as requested by the Company; NOW, THEREFORE, in consideration of the above premises, the Borrowers, the Domestic Guarantors and the Lenders party hereto agree as follows: SECTION 1. Amendment to the credit Agreement. The Credit Agreement is, effective as of the Amendment Effective Date (as defined below), hereby amended as follows: (a) Section 1.1 (Defined Terms) of the Credit Agreement is amended as follows: (i) by amending and restating the definition of "Collateral Agency Agreement" in its entirety to read as follows: "'Collateral Agency Agreement' means the Collateral Agency Agreement dated as of April 15, 2002, among the Company, the Pre-Petition Agent and the Collateral Agent, and acknowledged by the Administrative Agent."; (ii) by amending the definition of "Foreign Collateral Requirement" as follows: (A) by deleting the words "Foreign Guaranty obligations" appearing in clause (a)(i) thereof and substituting in lieu thereof the words "Foreign obligations"; and 36 (B) by deleting the words "Foreign Guarantor" appearing in clause (a)(xiii) thereof and substituting in lieu thereof the words "Foreign Loan Party"; (iii) by amending and restating the definition of "Interim Period" in its entirety to read as follows: "Interim Period" means the period beginning on the Closing Date and ending on the earlier to occur of (a) sixty (60) days after the closing Date, (b) satisfaction of the Foreign Collateral Requirement with respect to each Foreign Subsidiary of the Company and (c) the date of receipt and approval by the Administrative Agent of the notice required to be delivered by the Company pursuant to Section 6.14 (Notification of Satisfaction of Foreign Collateral Requirement)."; (iv) by amending and restating the definition of "Standstill Agreement" in its entirety to read as follows: "'Standstill Agreement' means the Standstill Agreement and Fifth Amendment to Credit Agreement, in the form attached hereto as Exhibit K (Form of Standstill Agreement), executed by the Pre-Petition Agent, the Pre-Petition Lenders holding 100% of the obligations under the Pre-Petition Facility, the Administrative Agent and the Non-Filing Subsidiaries, and consented to by the Company."; (v) by deleting "clauses (a), (b), (c), (d), (e), (f) or (g)" appearing in the definition of "Net Cash Proceeds" and substituting in lieu thereof "clauses (a), (b), (c), (d), (e), (f), (g) or (j)"; and (vi) by adding thereto the following new definition in the appropriate alphabetical order: "Net Lender" means any Foreign Subsidiary which is not a Foreign Borrowing Base Subsidiary or an other Foreign Subsidiary Borrower." (b) Section 2.1 (The Commitments) of the Credit Agreement is amended as follows: (i) by deleting "$40,000,000" appearing in clause (iii)(A) of the proviso of clause (a) thereof and substituting in lieu thereof "$50,000,000"; and (ii) by amending and restating clause (ii) of the proviso of clause (b) thereof in its entirety to read as follows: "(ii) if such Foreign Revolving Loan is requested during the Interim Period, unless the conditions contained in Section 8.1(h) (Indebtedness) have been satisfied with respect to the relevant Foreign Borrowing Base Subsidiary" (c) Article VI (Reporting Covenants) of the Credit Agreement is amended as follows: 37 (i) by adding a new Section 6.14 (Notification of Satisfaction of Foreign Collateral Requirement) as follows: "Section 6.14 Notification of Satisfaction of Foreign Collateral Requirement The Company shall provide to the Administrative Agent, on or prior to the sixtieth (60th) day after the Closing Date, a notice that the Foreign Collateral Requirement has been satisfied with respect to each Foreign Subsidiary of the Company listed in such notice."; and (ii) by re-numbering the existing Section 6.14 (Other Information) as Section 6.15 (Other Information). (d) Section 6.13 (Post-Closing Schedules) of the Credit Agreement is amended as follows: (i) by (A) deleting the word "and" appearing at the end of clause (d) thereof and (B) deleting "." at the end of clause (e) thereof and substituting in lieu thereof"; and "; and (ii) by adding the following new clause (f): " (f) within sixty (60) days after the Closing Date, an updated Schedule 4.18 (Real Property)." (e) Section 7.11 (Approved Deposit Accounts; Blocked Accounts) of the Credit Agreement is amended by deleting the word "Proceeds" in each instance in which it appears in such Section and substituting in lieu thereof the words "Proceeds of Accounts". (f) Section 7.16 (Filing of Interim Order) of the Credit Agreement is amended and restated in its entirety to read as follows: "Section 7.16 Filing of Final Order The Borrowers shall, within sixty (60) days after the Closing Date, file a copy of the Final Order in the real property records where any domestic owned Real Property is located." (g) Section 8.1 (Indebtedness) of the Credit Agreement is amended as follows: (i) by amending and restating clause (h) (ii) thereof in its entirety to read as follows: " (ii) no Foreign Intercompany Loan shall be made pursuant to this clause (h) during the Interim Period unless the other conditions to such Foreign Intercompany Loan contained in this clause (h) have been satisfied"; (ii) by deleting the word "and" appearing immediately before clause (h) (iii) thereof and substituting in lieu thereof ","; 38 (iii) by adding the following at the end of clause (h) thereof: "and (iv) such Foreign Intercompany Loan shall only be made by the Company to the Foreign Borrowing Base Subsidiary with respect to which the Foreign Borrowing Base for such Foreign Revolving Loan is attributable"; (iv) by deleting "$40,000,000" appearing in clause (i) thereof and substituting in lieu thereof "$50,000,000;" and (v) by amending and restating clause (n) thereof in its entirety to read as follows: "(n) Indebtedness incurred by any Foreign Subsidiary of the Company domiciled in Poland resulting from the sale of, or grant of security interest in, poland resulting from the sale of, or grant of security interest in, any of such Foreign subsidiary's Accounts in an aggregate amount not to exceed $10,000,000;". (h) section 8.3 (Investments) of the Credit Agreement is amended as follows: (i) by deleting the word "and" appearing at the end of clause (k) thereof; (ii) by adding the following new clause(1): "(1) Investments permitted under Section 8.7 (Restriction on Fundamental Changes);"; (iii) by adding the following new clause (m): "(m) Investments by any Domestic Guarantor in Dixie Metals Co. or Refined Metals Corporation which when taken together do not exceed $400,000 in the aggregate in any calendar year; and"; and (iv) re-lettering the existing clause (1) as clause (n). (i) Section 8.4 (Sale of Assets) of the Agreement is amended as follows: (i) by deleting the word "and" appearing at the end of clause (i) thereof; (ii) by adding the following new clause (j): "(j) the sale of a reclamation Accounts owing by K-Mart Corporation to the Borrowers in an amount not to exceed $1,3000,000: and"; and (iii) re-lettering the existing clause (j) as clause (k). (j) Section 8.6 (Prepayment or Cancellation of Indebtedness) of the Credit Agreement is amended by amending and restating clause (b) (iii) in its entirety to read as follows: "(iii) Mercolec may repay or prepay Mercolec Loans (A) if the Other Foreign Subsidiary making such Mercolec Loan to Mercolec is a Net Lender or (B) if 39 such Other Foreign Subsidiary making such Mercolec Loan is not a Net Lender, so long as there is no outstanding balance under any Foreign Intercompany Loan to Mercolec pursuant to clause (j) of Section 8.1 (Indebtedness) (both before and after giving effect to such prepayment)," (k) Section 11.1 (a) (Security) of the Credit Agreement is amended by deleting the words "obligations of such Grantor" appearing in the third line thereof the substituting in lieu thereof the words "Secured Obligations". (l) Article XIII (Miscellaneous) of the Credit Agreement is amended by adding a new Section 13.19 (Appointment of Fonde de Pouvoir) as follows: "Section 13.19 Appointment of Fonde de Pouvoir Each of the Lenders hereby irrevocably constitutes, to the extent necessary, the Collateral Agent as the holder of an irrevocable power of attorney (fonde de pouvoir) (within the mean of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any Subsidiary of the Company in the Province of Quebec to secure the obligations of such Subsidiary under any bond. Each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any part of a Lender's interest in the secured obligations of any such Subsidiary of the Company shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fonde de pouvoir)) by execution of an assignment of other agreement pursuant to which it becomes such assignee. Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), the Collateral Agent may acquire and be the holder of any such bond." SECTION 2. Conditions Precedent to the Effectiveness of this Amendment. (a) This Amendment shall become effective as of the date hereof on the date (the "Amendment Effective Date") when the following conditions precedent have been satisfied: (i) Certain Documents. The Administrative Agent shall have received on or before the Amendment Effective Date all of the following, all of which shall be in form and substance satisfactory to the Administrative Agent, in sufficient originally executed copies for each of the Lenders: (A) this Amendment executed by the Borrowers, the Domestic Guarantors and Lenders constituting the Requisite Lenders; and (B) such additional documentation as the Administrative Agent or 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 Amendment, 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 Parities is bound, shall be true and correct in all material respects on and as of the Amendment Effective Date (other than representations and warranties in any such Loan Document which expressly speak as of a different date). 40 (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 Amendment shall be satisfactory in all respects in form and substance to the Administrative Agent. (iv) No Events of Default. No Event of Default or Default shall have occurred and be continuing on the Amendment Effective Date. SECTION 3. Representations and Warranties. Each Borrower and each Domestic Guarantor hereby represents and warrants to the Lenders that (a) as of the date hereof 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 continue to be 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 which expressly speak as of a different date). SECTION 4. Reference to and Effect on the Loan Documents. (a) Upon the effectiveness of this Amendment, on and after the date hereof, 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 above, all of the terms of the Credit Agreement and all other Loan Documents shall remain unchanged and in full force and affect. (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, any Issuer or the Administrative Agent under the Credit Agreement or any of the Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any of the Loan Documents. SECTION 5. Fees, Costs and Expenses. The Borrowers and the Domestic Guarantors agree to pay 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 Amendment 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. SECTION 6. Execution in Counterparts. This Amendment 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 7. Affirmation of Guaranties. Each of the Domestic Guarantors hereby consents to the terms of this Amendment in its capacity as a guarantor under the Credit Agreement and agrees that the terms of this Amendment 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. 41 SECTION 8. Governing Law. This Amendment shall be interpreted, and the rights and liabilities of the parties determined, in accordance with the internal law of the State of New York. 42 IN WITNESS WHEREOF, this Amendment has been duly executed on the date set forth above. EXIDE TECHNOLOGIES, as a Borrower and a Domestic Guarantor By: -------------------------------------------- Name: Title: EXIDE DELAWARE LLC as a Borrower and a Domestic Guarantor By: -------------------------------------------- Name: Title: EXIDE ILLINOIS, INC., as a Borrower and a Domestic Guarantor By: -------------------------------------------- Name: Title: RBD LIQUIDATION, LLC, as a Borrower and a Domestic Guarantor By: -------------------------------------------- Name: Title: GNB BATTERY TECHNOLOGIES JAPAN, INC., as a Domestic Guarantor By: -------------------------------------------- Name: Title: Citicorp USA, Inc., as Administrative Agent, Swing Loan Lender, Collateral Monitoring Agent, and Lender By: -------------------------------------------- Name: Title: [SIGNATURE PAGE TO FIRST AMENDMENT - EXIDE] 43 Citibank, N.A., as issuer By: -------------------------------------------- Name: Title: [SIGNATURE PAGE TO FIRST AMENDMENT - EXIDE] 44 Other Lenders: The Bank of Nova Scotia By: /s/ Christopher Usas -------------------------------------------- Name: Christopher Usas Title: Director CIT GROUP BUSINESS CREDIT By: -------------------------------------------- Name: Title: THE BANK OF NOVA SCOTIA, NEW YORK AGENCY By: -------------------------------------------- Name: Title: BEAR STEARNS & CO., INC. By: /s/ Alan J. Mintz -------------------------------------------- Name: ALAN J. MINTZ Title: SENIOR MANAGING DIRECTOR GE CAPITAL CFE, INC. By: -------------------------------------------- Name: Title: [SIGNATURE PAGE TO FIRST AMENDMENT - EXIDE] 45 CREDIT AGRICOLE INDOSUEZ By: /s/ Frederik W. Aase -------------------------------------------- Name: Frederik W. Aase Title: Vice President By: /s/ Kathleen M. Sweency -------------------------------------------- Name: Kathleen M. Sweency Title: Vice President LEHMAN COMMERCIAL PAPER, INC. By: -------------------------------------------- Name: Title: SPCP GROUP LLC By: -------------------------------------------- Name: Title: GOLDMAN SACHS CREDIT PARTNERS L.P. By: -------------------------------------------- Name: Title: FOOTHILL INCOME TRUST, L.P. By: FIT GP, LLC, its General Partner By: -------------------------------------------- Name: Title: Managing Member [SIGNATURE PAGE TO FIRST AMENDMENT - EXIDE] 46 GRAYSON & CO By: Boston Management and Research as Investment Advisor By: -------------------------------------------- Name: Title: SENIOR DEBT PORTFOLIO By: Boston Management and Research as investment Advisor By: -------------------------------------------- Name: Title: EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management as Investment Advisor By: -------------------------------------------- Name: Title: US BANK NATIONAL ASSOCIATION By: -------------------------------------------- Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE By: /s/ Stephanie Devane -------------------------------------------- Name: STEPHANIE DEVANE Title: AUTHORIZED SIGNATORY [SIGNATURE PAGE TO FIRST AMENDMENT - EXIDE] 47 FOOTHILL INCOME TRUST II, L.P. By: FIT II GP, LLC, its General Partner By: -------------------------------------------- Name: Title: Managing Member ENDURANCE CLO I, LTD. c/o ING Capital Advisors LLC, as Portfolio Manager By: /s/ Greg M. Masuda CFA -------------------------------------------- Name: GREG M. MASUDA CFA Title: VICE PRESIDENT ORYX CLO, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Greg M. Masuda CFA -------------------------------------------- Name: GREG M. MASUDA CFA Title: VICE PRESIDENT EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management, as Investment Advisor By: -------------------------------------------- Name: Title: [SIGNATURE PAGE TO FIRST AMENDMENT - EXIDE] 48