EXHIBIT 4.18
Second Amendment To Credit Agreement
This Second Amendment to Credit Agreement dated as of June 10,
2002 (this "Second 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"); GNB Battery Technologies Japan, Inc., a Delaware
corporation ("GNB"; and together with the Borrowers, the "Domestic Guarantors");
the Lenders party hereto; and Citicorp USA, Inc. ("CUSA"), as agent for the
Lenders and the Issuers (in such capacity, the "Administrative Agent") and as
collateral monitoring agent (in such capacity, the "Collateral Monitoring
Agent"), and amends that certain Credit Agreement dated as of April 15, 2002 and
amended as of a First Amendment dated as of May 17, 2002 (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 certain portions of 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. Second Amendment to the Credit Agreement. The Credit
Agreement is, effective as of the Second Amendment Effective Date (as defined
below), hereby amended as follows:
(a) The definition of "Euro Liquidity" in Section 1.1 of the
Credit Agreement is amended by (1) deleting the final words thereof commencing
with "plus either (x) to the extent" through the end thereof and (2) adding the
following proviso at the end thereof:
; provided, however, that for the period ended May 31, 2002 only,
the computation of "Euro Liquidity" shall include $7,000,000 of
excess cash balances in the operating accounts of the Foreign
Subsidiaries as determined by the Administrative Agent
(b) The definition of "Specified Foreign Sublimit Amount" in
Section 1.1 of the Credit Agreement is amended by adding ", in the case of both
clause (a) and clause (b) herein," immediately after the occurrence of the word
"plus" therein.
(c) Section 2.3(a) of the Credit Agreement is amended by (1)
deleting the final words in the first sentence thereof commencing with "the
lesser of $25,000,000" through the end thereof and (2) inserting "$25,000,000"
in such place.
SECTION 2. Conditions Precedent to the Effectiveness of this
Second Amendment.
(a) This Second Amendment shall become effective as of the date
hereof on the date (the "Second Amendment Effective Date") when the following
conditions precedent have been satisfied:
(i) Certain Documents. The Administrative Agent shall have
received on or before the Second 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 Second Amendment executed by the Borrowers, the
Domestic Guarantors, sufficient Lenders to constitute the
Requisite Lenders and the Administrative Agent; and
(B) such additional documentation as the Administrative
Agent or, if appropriate, the Requisite Lenders may reasonably
require.
(ii) Representations and Warranties. Each of the
representations and warranties made by the Borrowers or the other
Loan Parties in or pursuant to the Credit Agreement, as amended
by this Second 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 Parties is bound, shall be
true and correct in all material respects on and as of the Second
Amendment Effective Date (other than representations and
warranties in any such Loan Document expressly that are limited
to a specific date).
(iii) Corporate and Other Proceedings. All corporate and
other proceedings, and all documents, instruments and other legal
matters in connection with the transactions contemplated by this
Second Amendment shall be satisfactory in all respects, including
without limitation, form and substance, to the Administrative
Agent in its sole discretion.
(iv) No Events of Default. No Event of Default or Default
shall have occurred and be continuing on the Second 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, and after giving effect to the amendments contained herein, no
Event of Default or Default under the Credit Agreement shall have occurred and
be continuing and (b) all of the representations and warranties of such Borrower
and such Domestic Guarantor contained in Article IV (Representations and
Warranties) of the Credit Agreement and in any other Loan Document are true and
correct as of the date of execution hereof in all material respects, as though
made on and as of such date (other than representations and warranties in any
such Loan Document expressly that are limited to a specific date).
2
SECTION 4. Reference to and Effect on the Loan Documents.
(a) Upon the effectiveness of this Second Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import, and each reference in the other Loan Documents to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.
(b) Except as specifically amended hereby, all of the terms of
the Credit Agreement and all other Loan Documents shall remain unchanged and in
full force and effect.
(c) The execution, delivery and effectiveness of this Second
Amendment shall not operate as a waiver of any right, power or remedy under the
Credit Agreement or any of the Loan Documents of any Lender, any Issuer, the
Administrative Agent, the Collateral Monitoring Agent, or the Swing Loan Lender
nor constitute a waiver of any provision of the Credit Agreement or any of the
Loan Documents.
SECTION 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 Second 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 Second 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 Second Amendment in its capacity
as a guarantor under the Credit Agreement and agrees that the terms of this
Second 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.
SECTION 8. Governing Law. This Second 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.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, this Second Amendment has been duly executed
on the date set forth above.
EXIDE TECHNOLOGIES, A DEBTOR AND A
DEBTOR IN POSSESSION
as a Borrower and a Domestic Guarantor
By:__________________________________________
Name:
Title:
EXIDE DELAWARE LLC, A DEBTOR AND A
DEBTOR IN POSSESSION
as a Borrower and a Domestic Guarantor
By:__________________________________________
Name:
Title:
EXIDE ILLINOIS, INC., A DEBTOR AND A
DEBTOR IN POSSESSION
as a Borrower and a Domestic Guarantor
By:__________________________________________
Name:
Title:
RBD LIQUIDATION, LLC, A DEBTOR AND A DEBTOR IN
POSSESSION
as a Borrower and a Domestic Guarantor
By:__________________________________________
Name:
Title:
GNB BATTERY TECHNOLOGIES JAPAN,
INC., as a Domestic Guarantor
By:__________________________________________
Name:
Title:
[SIGNATURE PAGE TO SECOND AMENDMENT - EXIDE]
CITICORP USA, INC.,
as Administrative Agent, Swing Loan
Lender, Collateral Monitoring Agent, and a
Lender
By:__________________________________________
Name:
Title:
CITIBANK, N.A.,
as Issuer
By:__________________________________________
Name:
Title:
[SIGNATURE PAGE TO SECOND AMENDMENT - EXIDE]
Other Lenders:
CIT GROUP BUSINESS CREDIT
By:___________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, NEW YORK
AGENCY
By:___________________________
Name:
Title:
BEAR XXXXXXX & CO., Inc.
By:___________________________
Name:
Title:
GE CAPITAL CFE, INC.
By:___________________________
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:___________________________
Name:
Title:
By:___________________________
Name:
Title:
XXXXXX COMMERCIAL PAPER, INC.
By:___________________________
Name:
Title:
[SECOND PAGE TO SECOND AMENDMENT - EXIDE]
SPCP GROUP LLC
By:___________________________
Name:
Title:
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By:______________________________
Name:
Title:
FOOTHILL INCOME TRUST, L.P.
By: FIT GP, LLC, its General Partner
By:___________________________
Name:
Title: Managing Member
FOOTHILL INCOME TRUST II, L.P.
By FIT II GP, LLC, its General Partner
By:___________________________
Name:
Title: Managing Member
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC,
as Portfolio Manager
By:___________________________
Name:
Title:
[SIGNATURE PAGE TO SECOND AMENDMENT - EXIDE]
ING-ORYX CLO, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By:___________________________
Name:
Title:
XXXXX XXXXX INSTITUTIONAL SENIOR
LOAN FUND
By: Xxxxx Xxxxx Management, as
Investment Advisor
By:___________________________
Name:
Title:
XXXXXXX & 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:
[SIGNATURE PAGE TO SECOND AMENDMENT - EXIDE]
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
as Investment Advisor
By:___________________________
Name:
Title:
US BANK NATIONAL ASSOCIATION
By:___________________________
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE
By:___________________________
Name:
Title:
[SIGNATURE PAGE TO SECOND AMENDMENT - EXIDE]
