Fifth Amendment and Waiver to Standstill Agreement among Exide Entities, Standstill Lenders, and Credit Suisse First Boston

Summary

This agreement, dated July 29, 2003, amends and waives certain provisions of a prior Standstill Agreement and Credit Agreement among Exide's subsidiaries, their lenders, and Credit Suisse First Boston as administrative agent. It allows the sale of specific real estate assets by Exide Italia to Iorio Trasporti e Logistica S.r.L., sets conditions for the use and escrow of sale proceeds, and modifies related covenants. The amendment is effective upon satisfaction of specified conditions, including documentation, no defaults, and payment of fees.

EX-4.31 4 dex431.txt 5TH AMENDMENT AND WAIVER AND CONSENT TO THE STANDSTILL AGREEEMENT Exhibit 4.31 EXECUTION COPY FIFTH AMENDMENT AND WAIVER TO THE STANDSTILL AGREEMENT FIFTH AMENDMENT AND WAIVER TO THE STANDSTILL AGREEMENT, dated as of July 29, 2003 (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 and waive compliance with certain provisions of the Post-Petition Credit Agreement, including amendments and waivers of certain of the Cross Referenced Covenants incorporated by reference in the Standstill Agreement, and that certain transactions be permitted as more particularly set forth herein. (2) The Standstill Parties have requested that the Standstill Lenders waive certain provisions of the Standstill Agreement to permit a certain transaction and amend certain Cross Referenced Covenants. The Standstill Lenders are willing to amend such provisions and consent to such a transaction upon and subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Unless otherwise specified, 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), (i) the Cross Referenced Covenants 8.4(j) and 8.4(k) in Section 6 of the Standstill Agreement shall be amended as set forth in the "Seventh Amendment to the 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; and (ii) Section 8.4(1) as set forth in the "Seventh Amendment to the Credit Agreement" attached hereto as Exhibit A shall be incorporated by reference as if fully set forth in the Standstill Agreement and all defined terms in those sections shall have the meanings given those terms in Section 1.1 of the Post-Petition Credit Agreement except that each reference to the "Administrative Agent" shall be deemed to be a reference to the Administrative Agent under the Credit Agreement. SECTION 3. Waiver and Consent. Effective as of the Effective Date (as defined below) and subject to the terms and conditions set forth herein, the Required Standstill Lenders hereby waive the requirements of Cross Referenced Covenant 8.4 in Section 6 of the Standstill Fifth Amendment and Waiver to Standstill Agreement 2 Agreement (as such Cross Referenced Covenant was set forth in the Post-Petition Credit Agreement as in effect prior to the Third Amendment and Waiver to the Post-Petition Credit Agreement) solely to consent to and permit the sale by Exide Italia S.r.L. ("Exide Italia") to Iorio Trasporti e Logistica S.r.L. of certain unoccupied buildings and a portion of the real estate located in Casalnuovo, Naples, Italy for approximately (euro)9,000,001 in cash (the "Exide Italia Sale"), provided, that the proceeds from the Exide Italia Sale are received by Exide Italia approximately as follows: (euro)1,032,000 deposit paid July 14, 2003, (euro)1,437,500 due December 31, 2003 and (euro)6,530,501 due March 31, 2004. The Administrative Agent and the Required Standstill Lenders agree that no part of the aggregate consideration received for the Exide Italia Sale hereby shall be applied to the $10,000,000 limit referred to in Cross Referenced Covenant 8.4(1) (as amended hereby) of the Post-Petition Credit Agreement. SECTION 4. 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) Certain Documents. The Administrative Agent shall have received on or before the Effective Date all of the following, each of which shall be in form and substance satisfactory to the Administrative Agent: (i) this Amendment, executed and delivered by (w) sufficient Standstill Lenders to constitute the Required Standstill Lenders, (x) each of the Standstill Parties, (y) the Administrative Agent and (z) the Escrow Agent; (ii) an executed copy of the Seventh Amendment to the Post-Petition Credit Agreement in form and substance satisfactory to the Administrative Agent (in consultation with the Steering Committee); (iii) a description of the nature and material terms and conditions of the Exide Italia Sale including a detailed description of the structure of the transaction and each specific asset to be sold and showing the flow of funds; and (iv) such additional documentation as the Administrative Agent may reasonably require or as requested by the Post-Petition Administrative Agent or any of the DIP Lenders. (b) 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. (c) No Events of Default. After giving effect to the Amendment, no Standstill Event shall have occurred and be continuing, and the representations and warranties contained in the Standstill Agreement shall be correct in all material respects as though made on and as of the Effective Date. (d) Payment of Costs, Fees and Expenses. All accrued and unpaid fees and expenses of the Administrative Agent in connection with this Amendment including, without Fifth Amendment and Waiver to Standstill Agreement 3 limitation, the unpaid fees and expenses of counsel to the Administrative Agent (including United States and local counsel in foreign jurisdictions) shall have been paid. SECTION 5. Covenant. (a) Except upon written consent of the Administrative Agent, in consultation with the Steering Committee, none of Exide Italia nor any other Standstill Party shall transfer, direct transfer, or otherwise make payments in any manner from the proceeds of the Exide Italia Sale except to transfer the proceeds of the Exide Italia Sale to the Escrow Account promptly upon receipt thereof. (b) The Escrow Agent agrees that immediately upon receipt of the Exide Italia Sale proceeds in the Escrow Account, it shall provide written acknowledgment to the Administrative Agent that it has received such proceeds (including the amount of such proceeds) and is holding them pursuant to the terms of the Intercreditor Agreement. SECTION 6. 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. Fifth Amendment and Waiver to Standstill Agreement 4 (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. (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. (g) Each Standstill Party hereby represents and warrants to the Standstill Lenders and the Administrative Agent that as of the date hereof, and after giving effect to the waiver contained herein, (a) no Standstill Event under the Standstill Agreement shall have occurred and be continuing and (b) all of the representations and warranties of such Standstill Party contained in Section 12 of the Standstill Agreement and in any other Loan Document are, as of the date of execution hereof, true and correct in all material respects, as though made on and as of such date (other than representations and warranties in any such Loan Document expressly limited to a specific date). SECTION 7. 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, covenants 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. (d) This Amendment is and shall be a Loan Document. SECTION 8. 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 duties, Obligations and liabilities under the Credit Fifth Amendment and Waiver to Standstill Agreement 5 Agreement, including under its Guarantee, the Standstill Agreement, or any other Loan Document to which it is a party, all of which duties, Obligations and liabilities shall remain in full force and effect and each of which is hereby reaffirmed. 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 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 11. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Amendment by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Amendment. SECTION 12. 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] Fifth Amendment and Waiver to Standstill Agreement 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: /s/ Illegible ------------------------------------ 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: Fifth Amendment and Waiver to Standstill Agreement 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: /s/ Xavier Izarn ------------------------------------ Name: XAVIER IZARN Title: PRESIDENT EURO EXIDE CORPORATION LIMITED By: ------------------------------------ Name: Title: SOCIEDAD ESPANOLA DEL ACUMULADOR TUDOR S.A. By: ------------------------------------ Name: Title: TUDOR A.B. By: ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement 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: /s/ Illegible ------------------------------------ Name: Title: SOCIEDAD ESPANOLA DEL ACUMULADOR TUDOR S.A. By: ------------------------------------ Name: Title: TUDOR A.B. By: ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement 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: /s/ Jesus Lopez-Brea ------------------------------------ Name: JESUS LOPEZ-BREA Title: SECRETARY OF THE BOARD TUDOR A.B. By: ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement 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: /s/ Illegible /s/ Illegible ---------------------- -------------------- Name: Illegible Illegible Title: Board Directors Fifth Amendment and Waiver to Standstill Agreement EXIDE TECHNOLOGIES NEDERLAND B.V. By: /s/ Illegible ------------------------------------ Name: Illegible Title: Managing Director CMP BATTERIES LIMITED By: ------------------------------------ Name: Title: DEUTSCHE EXIDE STANDBY GMBH By: ------------------------------------ Name: Title: DEUTSCHE EXIDE GMBH By: ------------------------------------ Name: Title: MERCOLEC TUDOR B.V. By: /s/ Illegible ------------------------------------ Name: Illegible Title: Managing Director Fifth Amendement and Wavier to Standstill Agreement EXIDE TECHNOLOGIES NEDERLAND B.V. By: ------------------------------------ Name: Title: CMP BATTERIES LIMITED By: /s/ Illegible ------------------------------------ Name: Title: DEUTSCHE EXIDE STANDBY GMBH By: ------------------------------------ Name: Title: DEUTSCHE EXIDE GMBH By: ------------------------------------ Name: Title: MERCOLEC TUDOR B.V. By: ------------------------------------ Name: Title: Fifth Amendement and Wavier to Standstill Agreement EXIDE TECHNOLOGIES NEDERLAND B.V. By: ------------------------------------ Name: Title: CMP BATTERIES LIMITED By: ------------------------------------ Name: Title: DEUTSCHE EXIDE STANDBY GMBH By: /s/ Illegible /s/ Illegible ---------------------- --------------------- Name: Illegible Illegible Title: Procunist Procunist DEUTSCHE EXIDE GMBH By: /s/ Stefen Noll /s/ Frank U. Zukowsti ---------------------- --------------------- Name: Stefen Noll Frank U. Zukowsti Title: General Manager Procunist MERCOLEC TUDOR B.V. By: ------------------------------------ Name: Title: Fifth Amendement and Wavier to Standstill Agreement 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: /s/ Illegible ------------------------------------ Name: Illegible Title: Director Fifth Amendement and Wavier to Standstill Agreement Each of the following Subsidiaries as a Guarantor, subject to the limitations, if any, contained in Section 10.1 of the Credit Agreement CHLORIDE MOTIVE POWER IBERICA S.L. By: /s/ Jesus Lopez - Brea ------------------------------------ Name: JESUS LOPEZ - BREA Title: SECRETARY OF THE BOARD 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: /s/ Jesus Lopez - Brea ------------------------------------ Name: JESUS LOPEZ - BREA Title: SECRETARY OF THE BOARD EXIDE (DAGENHAM) LIMITED By: ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement Each of the following Subsidiaries as a Guarantor, subject to the limitations, if any, contained in Section 10.1 of the Credit Agreement CHLORIDE MOTIVE POWER IBERICA S.L. By: ------------------------------------ Name: Title: CMP BATTERIJEN N.V. By: /s/ N. S. Bright ------------------------------------ Name: N. S. BRIGHT Title: DIRECTOR 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: Each of the following Subsidiaries as a Guarantor, subject to the limitations, if any, contained in Section 10.1 of the Credit Agreement CHLORIDE MOTIVE POWER IBERICA S.L. By: ------------------------------------ Name: Title: CMP BATTERIJEN N.V. By: ------------------------------------ Name: Title: EXIDE AUTOMOTIVE BATTERIE GMBH By: /s/ Stefen Noll ------------------------------------ Name: Stefen Noll Title: Managing Director HAGEN BATTERIE AG By: /s/ Stefen Noll ------------------------------------ Name: Stefen Noll Title: Chairman ELECTRO MERCANTIL INDUSTRIAL S.L. By: ------------------------------------ Name: Title: EXIDE (DAGENHAM) LIMITED By: ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement Each of the following Subsidiaries as a Guarantor, subject to the limitations, if any, contained in Section 10.1 of the Credit Agreement CHLORIDE MOTIVE POWER 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: /s/ Jesus Lopez - Brea ------------------------------------ Name: JESUS LOPEZ - BREA Title: SECRETARY OF THE BOARD EXIDE (DAGENHAM) LIMITED By: ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement Each of the following Subsidiaries as a Guarantor, subject to the limitations, if any, contained in Section 10.1 of the Credit Agreement CHLORIDE MOTIVE POWER 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: /s/ Illegible ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement FULMEN UK LIMITED By: /s/ Illegible ------------------------------------ Name: Title: 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: EXIDE SONNAK A/S By: ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement FULMEN UK LIMITED By: ------------------------------------ Name: Title: EXIDE AUTOMOTIVE S.A. By: /s/ Ghislain Pierre ------------------------------------ Name: Ghislain Pierre Title: Director 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: EXIDE SONNAK A/S By: ------------------------------------ Name: Title: FULMEN UK LIMITED By: ------------------------------------ Name: Title: EXIDE AUTOMOTIVE S.A. By: ------------------------------------ Name: Title: SOCIEDADE PORTUGUESA DO ACUMULADOR TUDOR S.A. By: /s/ Illegible ------------------------------------ Name: Illegible Title: Director By: /s/ Fernando Manuel Pato Marouco ------------------------------------ Name: Fernando Manuel Pato Marouco Title: Director EXIDE DANMARK A/S By: ------------------------------------ Name: Title: EXIDE BATTERIER AB By: ------------------------------------ Name: Title: CENTRA S.A. By: ------------------------------------ Name: Title: FULMEN UK LIMITED By: ------------------------------------ Name: Title: EXIDE AUTOMOTIVE S.A. By: ------------------------------------ Name: Title: SOCIEDADE PORTUGUESA DO ACUMULADOR TUDOR S.A. By: ------------------------------------ Name: Title: EXIDE DANMARK A/S By: /s/ Illegible /s/ Illegible ---------------------- ------------- Name: Illegible Illegible Title: Board Directors EXIDE BATTERIER AB By: /s/ Illegible /s/ Illegible ---------------------- ------------- Name: Illegible Illegible Title: Board Directors CENTRA S.A. By: ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement FULMEN UK LIMITED By: ------------------------------------ Name: Title: 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: /s/ Malgorzata Majewska - Sliwa ------------------------------------ Name: Malgorzata Majewska - Sliwa Title: Country Manager EXIDE SONNAK A/S By: ------------------------------------ Name: Title: EXIDE SONNAK A/S By: /s/ Illegible /s/ Illegible ---------------------- ------------- Name: Illegible Illegible Title: Board Directors 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: Fifth Amendment and Waiver to Standstill Agreement EXIDE BATTERIES LIMITED By: /s/ Illegible ------------------------------------ Name: Title: B.I.G. BATTERIES LIMITED By: /s/ Illegible ------------------------------------ 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: /s/ Illegible ------------------------------------ Name: Title: EXIDE TECHNOLOGIES HOLDING BV By: ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement EXIDE BATTERIES LIMITED By: ------------------------------------ Name: Title: B.I.G. BATTERIES LIMITED By: ------------------------------------ Name: Title: EXIDE LENDING LIMITED By: /s/ Kiran Patel ------------------------------------ Name: KIRAN PATEL Title: DIRECTOR 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: Fifth Amendment and Waiver to Standstill Agreement 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: /s/ Antoin Seosaimh O'Duill ------------------------------------ Name: ANTOIN SEOSAIMH O'DUILL Title: MANAGING DIRECTOR INDUSTRIA COMPOSIZIONI STAMPATE, SPA By: Antoin Seosaimh O'Duill ------------------------------------ Name: ANTOIN SEOSAIMH O'DUILL Title: MANAGING DIRECTOR EXIDE HOLDINGS LIMITED By: ------------------------------------ Name: Title: EXIDE TECHNOLOGIES HOLDING BV By: ------------------------------------ Name: Title: 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: /s/ Illegible ------------------------------------ Name: Illegible Title: MAN. DIRECTOR Fifth Amendment and Waiver to Standstill Agreement EXIDE TRANSPORTATION HOLDING EUROPE, SL By: /s/ Jesus Lopez-Brea ------------------------------------ Name: JESUS LOPEZ-BREA Title: SECRETARY OF THE BOARD EXIDE AUSTRALIA PTY LIMITED By: ------------------------------------ Name: Title: EXIDE TECHNOLOGIES LIMITED By: ------------------------------------ Name: Title: EXIDE HOLDING ASIA PTE LIMITED By: ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement EXIDE TRANSPORTATION HOLDING EUROPE, SL By: ------------------------------------ Name: Title: EXIDE AUSTRALIA PTY LIMITED By: /s/ Illegible ------------------------------------ Name: Illegible Title: General Counsel EXIDE TECHNOLOGIES LIMITED By: /s/ Illegible ------------------------------------ Name: Illegible Title: General Counsel EXIDE HOLDING ASIA PTE LIMITED By: ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement 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: /s/ Illegible ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement GNB TECHNOLOGIES (CHINA) LIMITED By: /s/ Illegible ------------------------------------ Name: Title: EXIDE SINGAPORE PTE LIMITED By: /s/ Illegible ------------------------------------ Name: Title: EXIDE CANADA INC. By: ------------------------------------ Name: Title: 1036058 ONTARIO INC. By: ------------------------------------ Name: Title: GNB TECHNOLOGIES LIMITED By: ------------------------------------ Name: Title: MBD NATIONAL LIMITED By: ------------------------------------ Name: Title: NATIONAL BATTERY DISTRIBUTION LIMITED By: ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement GNB TECHNOLOGIES (CHINA) LIMITED By: ------------------------------------ Name: Title: EXIDE SINGAPORE PTE LIMITED By: ------------------------------------ Name: Title: EXIDE CANADA INC. By: /s/ Molly M. Israel ------------------------------------ Name: Molly M. Israel Title: Asst. Secretary 1036058 ONTARIO INC. By: /s/ Molly M. Israel ------------------------------------ Name:Molly M. Israel Title: Asst. Secretary GNB TECHNOLOGIES LIMITED By: ------------------------------------ Name: Title: MBD NATIONAL LIMITED By: ------------------------------------ Name: Title: NATIONAL BATTERY DISTRIBUTION LIMITED By: ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement GNB TECHNOLOGIES (CHINA) LIMITED By: ------------------------------------ Name: Title: EXIDE SINGAPORE PTE LIMITED By: ------------------------------------ Name: Title: EXIDE CANADA INC. By: ------------------------------------ Name: Title: 1036058 ONTARIO INC. By: ------------------------------------ Name: Title: GNB TECHNOLOGIES LIMITED By: /s/ Illegible ------------------------------------ Name: Title: MBD NATIONAL LIMITED By: /s/ Illegible ------------------------------------ Name: Title: NATIONAL BATTERY DISTRIBUTION LIMITED By: /s/ Illegible ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement NORD GROUP LIMITED By: /s/ Illegible ------------------------------------ Name: Title: OHE LIMITED By: /s/ Illegible ------------------------------------ Name: Title: SPITFIRE BATTERIES LIMITED By: /s/ Illegible ------------------------------------ Name: Title: TS BATTERIES LIMITED By: /s/ Illegible ------------------------------------ Name: Title: GNB TECHNOLOGIES NV By: ------------------------------------ Name: Title: DETA UK LIMITED By: /s/ Illegible ------------------------------------ Name: Title: FRIWO BATTERIES LIMITED By: /s/ Illegible ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement NORD GROUP LIMITED By: ------------------------------------ Name: Title: OHE LIMITED By: ------------------------------------ Name: Title: SPITFIRE BATTERIES LIMITED By: ------------------------------------ Name: Title: TS BATTERIES LIMITED By: ------------------------------------ Name: Title: GNB TECHNOLOGIES NV By: /s/ Stefan Noll /s/ Illegible ------------------- -------------- Name: STEFAN NOLL Illegible Title: DIRECTOR DIRECTOR DETA UK LIMITED By: ------------------------------------ Name: Title: FRIWO BATTERIES LIMITED By: ------------------------------------ Name: Title: NORD GROUP LIMITED By: ------------------------------------ Name: Title: OHE LIMITED By: ------------------------------------ Name: Title: SPITFIRE BATTERIES LIMITED By: ------------------------------------ Name: Title: TS BATTERIES LIMITED By: ------------------------------------ Name: Title: GNB TECHNOLOGIES NV By: /s/ Illegible ------------------------------------ Name: Illegible Title: Director DETA UK LIMITED By: ------------------------------------ Name: Title: FRIWO BATTERIES LIMITED By: ------------------------------------ Name: Title: GEMALA IRELAND (HOLDINGS) LIMITED By: /s/ Illegible ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement GNB BATTERY TECHNOLOGIES JAPAN, INC. As a Guarantor, subject to the limitations, if any, contained in Section 10.1 of the Credit Agreement By: /s/ Illegible ------------------------------------ Name: Title: Fifth Amendment and Waiver to Standstill Agreement CITIBANK USA INC., as Escrow Agent By: /s/ Keith R. Gerding ------------------------------------ Name: KEITH R. GERDING Title: Vice President Fifth Amendment and Waiver to Standstill Agreement CREDIT SUISSE FIRST BOSTON, as Administrative Agent By: /s/ Didier Siffer ------------------------------------ Name: Didier Siffer Title: Director By: /s/ Carol Flaton ------------------------------------ Name: CAROL FLATON Title: MANAGING DIRECTOR Fifth Amendment and Waiver to Standstill Agreement Lenders AG CAPITAL FUNDING PARTNERS, L.P. BY: ANGELO, GORDON & CO., L.P., AS INVESTMENT ADVISOR [Print Name of Lender] By /s/ Jeffrey Aronson ------------------------------------- Name: Jeffrey Aronsan Title: MANAGING DIRECTOR Fifth Amendment and Waiver to Standstill Agreement Lenders ALPHA BANK A.E. By /s/ Martin J. Waghorn ------------------------------------- Name: MARTIN J. WAGHORN Title: DEPUTY GENERAL MANAGER By /s/ Stephen G. Uren ------------------------------------- Name: STEPHEN G. UREN Title: OPERATIONS MANAGER Lenders AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By /s/ Joseph Rotondo ------------------------------------- Name: Joseph Rotondo Title: Authorized Signatory Fifth Amendment and Waiver to Standstill Agreement Lenders AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By /s/ Joseph Rotondo ------------------------------------- Name: Joseph Rotondo Title: Authorized Signatory Fifth Amendment and Waiver to Standstill Agreement Lenders BANCO ESPIRITO SANTO, S.A. [Print Name of Lender] By /s/ Guy Harris /s/ Malcolm Morris ----------------------- -------------------- Name: GUY HARRIS MALCOLM MORRIS Title: SENIOR MANAGER ASSITANT MANAGER Fifth Amendment and Waiver to Standstill Agreement Lenders THE BANK OF NOVA SCOTIA [Print Name of Lender] By /s/ Daniel A. Costigan ------------------------------------- Name: DANIEL A. COSTIGAN Title: DIRECTOR Fifth Amendment and Waiver to Standstill Agreement Lenders BANK OF SCOTLAND By /s/ Paul Simmons ------------------------------------- Name: PAUL SIMMONS Title: ASSOCIATE DIRECTOR Lenders BDCM OPPORTUNITY FUND, L.P. by Black Diamond Capital Management, L.L.C. its General Partner [Print Name of Lender] By /s/ Illegible ---------------------------------------- Name: Title: Fifth Amendment and Waiver to Standstill Agreement Lenders Bear Stearns & Co. [Print Name of Lender] By /s/ John E. McDermoti ------------------------------------- Name: JOHN E. McDERMOTI Title: SENIOR MANAGING DIRECTOR Fifth Amendment and Waiver to Standstill Agreement Lenders BLACK DIAMOND INTERNATIONAL FUNDING LTD. [Print Name of Lender] By /s/ Alan Corkish ------------------------------------- Name Alan Corkish Title Director Fifth Amendment and Waiver to Standstill Agreement Lenders BLACK DIAMOND CLO 199_-1 LTD. [Print Name of Lender] By /s/ Alan Corkish ------------------------------------- Name Alan Corkish Title Director Fifth Amendment and Waiver to Standstill Agreement Lenders BLACK DIAMOND CLO 2000-1 LTD. [Print Name of Lender] By /s/ Alan Corkish ------------------------------------- Name Alan Corkish Title Director Fifth Amendment and Waiver to Standstill Agreement Lenders Centurion CDO I, Limited By: American Express Asset Management Group Inc. as Collateral Manager [Print Name of Lender] By /s/ Leanne Stavrakis ------------------------------------- Name: Leanne Stavrakis Title: Director - Operations Fifth Amendment and Waiver to Standstill Agreement 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 Fifth Amendment and Waiver to Standstill Agreement Lenders CITADEL CREDIT TRADING LTD. By: Citadel Limited Partnership, Portfolio Manager By: GLB Partners, L.P., its General Partner By: Citadel Investement Group, L.L.C., its General Partner [Print Name of Lender] By /s/ Adam C. Cooper ------------------------------------- Name: ADAM C. COOPER Title: Senior Managing Director & General Counsel Fifth Amendment and Waiver to Standstill Agreement Lenders CITADEL EQUITY FUND LTD. By: Citadel Limited Partnership, Portfolio Manager By: GLB Partners, L.P., its General Partner By: Citadel Investment Group, L.L.C., its General Partner [Print Name of Lender] By /s/ Adam C. Cooper ------------------------------------- Name: ADAM C. COOPER Title: Senior Managing Director & General Counsel Fifth Amendment and Waiver to Standstill Agreement CITIGROUP FINANCIAL PRODUCTS INC. By /s/ Neyda Darias ------------------------------------- Name: Neyda Darias Title: Assistant Vice President Fifth Amendment and Waiver to Standstill Agreement Lenders CREDIT INDUSTRIEL ET COMMERCIAL By /s/ Anthony Rock /s/ Sean Mounier ----------------------- -------------------- Name: Anthony Rock Sean Mounier Title: Vice President First Vice President Fifth Amendment and Waiver to Standstill Agreement Lenders CREDIT SUISSE FIRST BOSTON By /s/ Robert Healey /s/ Joseph Brosnan ----------------------- -------------------- Name: Robert Healey Joseph Brosnan Title: Director Vice President Fifth Amendment and Waiver to Standstill Agreement Lenders CREDIT SUISSE FIRST BOSTON INTERNATIONA [Print Name of Lender] By /s/ Illegible ------------------------------------- Name: Title: Lenders DEUTSCHE BANK AG, NEW YORK BRANCH By: DB Services New Jersey, Inc. By: /s/ Deborah O'Keeffe ------------------------------------ Name: Deborah O'Keeffe Title: Vice President By: /s/ Rosemary F. Dunne ------------------------------------ Name: Rosemary F. Dunne Title: Vice President Fifth Amendment and Waiver to Standstill Agreement Lenders GSC RECOVERY II, L.P. GSC RECOVERY IIA, L.P. By: GSC Recovery II GP, L.P., By: GSC Recovery IIA GP, L.P., its general partner its general partner By: GSC RII, LLC, By: GSC RIIA, LLC, its general partner its general partner By: GSCP (NJ) Holdings, L.P., By: GSCP (NJ) Holdings, L.P., its sole member its sole member By: GSCP (NJ), Inc. By: GSCP (NJ), Inc. its general partner its general partner By: /s/ Matthew Kaufman By: /s/ Matthew Kaufman ------------------------- -------------------------- Name: Matthew Kaufman Name: Matthew Kaufman Title: Managing Director Title: Managing Director Fifth Amendment and Waiver to Standstill Agreement KZH CYPRESSTREE-1 LLC By /s/ Hi Hua ------------------------------------- Name: HI HUA Title: AUTHORIZED AGENT Fifth Amendment and Waiver to Standstill Agreement KZH ING-2 LLC By /s/ Hi Hua ------------------------------------- Name: HI HUA Title: AUTHORIZED AGENT Fifth Amendment and Waiver to Standstill Agreement KZH STERLING LLC By /s/ Hi Hua ------------------------------------- Name: HI HUA Title: AUTHORIZED AGENT Fifth Amendment and Waiver to Standstill Agreement KZH WATERSLIDE LLC By /s/ Hi Hua ------------------------------------- Name: HI HUA Title: AUTHORIZED AGENT Fifth Amendment and Waiver to Standstill Agreement Lenders Lehman Commercial Paper Inc. [Print Name of Lender] By /s/ Frank P. Turner ------------------------------------- Name: Frank P. Turner Title: Authorized Signatory Fifth Amendment and Waiver to Standstill Agreement Lenders MORGAN STANLEY EMERGING MARKETS INC. By /s/ Edgar A. Sabounghi ------------------------------------- Name: EDGAR A. SABOUNGHI Title: Vice President Fifth Amendment and Waiver to Standstill Agreement Lenders R/2/ Top Hat, Ltd. By: ___________, L.P., as Investment Manager By: _______ Holdings, Inc., its general partner [Print Name of Lender] By /s/ Robert McCormick ------------------------------------- Name: Robert Mccormick Title: Vice President Fifth Amendment and Waiver to Standstill Agreement Lenders SILVER OAK CAPITAL, LLC [Print Name of Lender] By /s/ Illegible ------------------------------------- Name: Illegible Title: MANAGING DIRECTOR Fifth Amendment and Waiver to Standstill Agreement Lenders Smoky River CDO, L.P., By RBC Leveraged Capital as Portfolio Advisor By: /s/ Melissa Marano ------------------------------------ Name: Melissa Marano Title: Partner - Attorney ______ Fifth Amendment and Waiver to Standstill Agreement Lenders TRS 1 UC [Print Name of Lender] By Deborah O'Keeffe ------------------------------------- Name: Deborah O'Keeffe Title: Vice President Fifth Amendment and Waiver to Standstill Agreement Lenders UBS AG, Stamford Branch [Print Name of Lender] By /s/ Jennifer L. Poccia ------------------------------------- Name: Jennifer L. Poccia Title: Associate Director Banking Products Services, __ /s/ Janice L. Randolph ------------------------------------- Janice L. Randolph Associate Director Banking Products Services, US Fifth Amendment and Waiver to Standstill Agreement