Exhibit 4.30
EXECUTION COPY
Seventh Amendment and Waiver to The Credit Agreement
This Seventh Amendment and Waiver to The Credit Agreement dated as of
July 29, 2003 (this "Seventh Amendment and Waiver"), is entered into among Exide
Technologies, a Delaware corporation and a debtor and a debtor in possession
(the "Company"); Exide Delaware LLC, a Delaware limited liability company
("Exide LLC" ); Exide Illinois, Inc., a Pennsylvania corporation ("Exide
Illinois"); RBD Liquidation, LLC, a Delaware limited liability company ("RBD";
together with the Company, Exide LLC and Exide Illinois, the "Borrowers"); GNB
Battery Technologies Japan, Inc., a Delaware corporation ("GNB"; and together
with the Borrowers, the "Domestic Guarantors"); the Lenders party hereto; and
Citicorp USA, Inc. ("CUSA"), as agent for the Lenders and the Issuers (in such
capacity, the "Administrative Agent") and as collateral monitoring agent (in
such capacity, the "Collateral Monitoring Agent"), and amends that certain
Credit Agreement dated as of April 15, 2002 and amended as of a First Amendment
dated as of May 17, 2002, a Second Amendment dated as of June 10, 2002, a Third
Amendment and Waiver dated as of December 18, 2002, a Fourth Amendment and
Waiver dated as of March 31, 2003, a Fifth Amendment and Waiver dated as of
April 11, 2003 and a Sixth Amendment dated as of June 13, 2003 (as amended
hereby and as the same may be further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement") entered into among the
Borrowers, the Domestic Guarantors, the Lenders, the Issuers, and CUSA as
Administrative Agent and Collateral Monitoring Agent. Capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to them
in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Company has requested (i) that certain provisions of the
Credit Agreement be amended, (ii) that the Lenders waive compliance with certain
provisions of the Credit Agreement and (iii) that certain transactions be
permitted, all as more particularly set forth herein;
WHEREAS, pursuant to Section 13.1(a) (Amendments, Waivers, Etc.) of
the Credit Agreement, the consent of the Requisite Lenders is required to modify
certain portions of the Credit Agreement and permit certain transactions as
requested by the Company;
NOW, THEREFORE, in consideration of the above premises, the parties
hereto hereby agree as follows:
Section 1. Seventh Amendment to the Credit Agreement. The Credit Agreement
is, effective as of the Seventh Amendment Effective Date (as defined below),
hereby amended as follows:
(a) Article I of the Credit Agreement is amended by adding the
following new definition in the appropriate alphabetical order:
"Shuttered Assets" means all non-operational assets
including, but not limited to all Real Property, personal property and
equipment owned by any Borrower or any of such Borrower's Subsidiaries
which is no longer used and for which such Borrower or such Subsidiary has
no future intention of use."
(b) Section 2.9(k) of the Credit Agreement is amended (i) by
deleting, in the fourth line thereof, the figure "$1,000,000" and replacing such
figure with "$5,000,000" and (ii) by deleting, in the fourth line thereof, the
phrase "on the next Business Day" and replacing such phrase with "on the fifth
Business Day thereafter";
(c) Section 8.4(j) is amended by deleting the word "and" at the
end thereof;
(d) Section 8.4(k) is deleted in its entirety and replaced with
the following:
"(k) the sale of Shuttered Assets so long as (i) the
aggregate amount of all Shuttered Assets so sold does not exceed
$15,000,000 and (ii) prior to any sale of Shuttered Assets, the Company
shall have delivered to the Administrative Agent a certificate, signed by a
Responsible Officer of the Company, certifying that such sale is a sale of
Shuttered Assets; and"
(e) Section 8.4(k) is amended by adding a new Section 8.4(1)
before the proviso at the end thereof to read as follows:
"(1) so long as no Default or Event of Default is continuing
or would result therefrom, any other Asset Sale for Fair Market Value,
payable in cash upon such sale (or, to the extent previously consented to
by the Administrative Agent, payable for at least seventy-five percent
(75%) cash; provided, however, that with respect to any such Asset Sale
pursuant to this clause (l), (i) the aggregate consideration received for
the sale of all assets sold during (1) the Fiscal Year ending March 31,
2003 shall not exceed $10,000,000 and (2) any Fiscal Year thereafter shall
not exceed $10,000,000 and (ii) all Net Cash Proceeds of such Asset Sale
are applied as set forth in and as required by Section 2.9 (Mandatory
Prepayments);"
Section 2. Consent and Waiver to the Credit Agreement.
Effective as of the Seventh Amendment Effective Date (as defined
below) and subject to the terms and conditions set forth herein, the
Administrative Agent and the Requisite Lenders hereby consent to the following
transaction and grant a waiver in respect thereof as follows:
(i) The Administrative Agent and the Requisite Lenders hereby
consent to the sale by Exide Italia S.r.L. ("Exide Italia") to Xxxxx
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
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"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;
(ii) The Administrative Agent and the Requisite Lenders hereby
waive the requirements of Section 8.4 (Sale of Assets) of the Credit
Agreement solely with respect to the completion of the Exide Italia Sale as
set forth in clauses (i) above; and
(iii) The Administrative Agent and the Requisite Lenders hereby
agree that no part of the aggregate consideration received for the Exide
Italia Sale shall be applied to the $10,000,000 limit referred to in
Section 8.4(l) (Sale of Assets) (as amended hereby) of the Credit
Agreement.
Section 3. Covenants.
The Company and each Loan Party a party hereto agrees with the Lenders
and the Administrative Agent to each of the following:
(i) The Company shall provide proof of receipt to the
Administrative Agent of payment of each portion of the proceeds of the
Exide Italia Sale immediately upon receipt thereof.
(ii) Immediately following the consummation of the Exide Italia
Sale, and receipt of any proceeds therefrom, Exide Italia shall apply such
proceeds in accordance with Section 2.9 (Mandatory Prepayments) of the
Credit Agreement.
Section 4. Conditions Precedent to the Effectiveness of this Seventh
Amendment and Waiver.
This Seventh Amendment and Waiver shall become effective as of the
date hereof on the date (the "Seventh Amendment Effective Date") when the
following conditions precedent have been satisfied:
(i) Certain Documents. The Administrative Agent shall have
received on or before the Seventh Amendment Effective Date all of the
following, all of which shall be in form and substance satisfactory to the
Administrative Agent, in sufficient quantity and, as applicable, originally
executed for each of the Lenders:
(A) this Seventh Amendment and Waiver executed by the
Borrowers, the Domestic Guarantors, sufficient Lenders to constitute the
Requisite Lenders and the Administrative Agent;
(B) a Fifth Amendment and Waiver to the Standstill
Agreement, dated as of the date hereof, executed by the Standstill Parties
signatory thereto, the Standstill Lenders and the Pre-Petition Agent;
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(C) 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
(D) 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 Seventh Amendment and
Waiver, and the other Loan Documents to which the Borrowers or any of the
other Loan Parties is a party or by which the Borrowers or any of the Loan
Parties is bound, shall be true and correct in all material respects on and
as of the Seventh 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 Seventh Amendment and
Waiver shall be satisfactory in all respects, including without limitation,
form and substance, to the Administrative Agent in its sole discretion.
(iv) No Events of Default. No Event of Default or Default shall
have occurred and be continuing on the Seventh Amendment Effective Date.
(v) Payment of Costs, Fees and Expenses. All costs, fees and
expenses due and owing under any Loan Documents or Fee Letters to the
Administrative Agent and the Lenders shall have been paid in full and legal
counsel, including but not limited to, all foreign counsel, to the
Administrative Agent shall have been paid all outstanding fees and expenses
due and owing in connection with the Credit Agreement, the other Loan
Documents and this Seventh Amendment and Waiver.
Section 5. 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).
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Section 6. Reference to and Effect on the Loan Documents.
(a) Upon the effectiveness of this Seventh Amendment and Waiver,
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import, and each reference in the other Loan Documents
to the Credit Agreement, shall mean and be a reference to the Credit Agreement
as amended hereby.
(b) Except as specifically amended hereby, all of the terms of
the Credit Agreement and all other Loan Documents shall remain unchanged and in
full force and effect.
(c) The execution, delivery and effectiveness of this Seventh
Amendment and Waiver shall not operate as a waiver of any right, power or remedy
under the Credit Agreement or any of the Loan Documents of any Lender, any
Issuer, the Administrative Agent, the Collateral Monitoring Agent, or the Swing
Loan Lender nor constitute a waiver of any provision of the Credit Agreement or
any of the Loan Documents.
Section 7. 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 Seventh Amendment and Waiver and all other Loan Documents
entered into in connection herewith, including the reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent with respect
thereto.
Section 8. Execution in Counterparts. This Seventh Amendment and Waiver may
be executed and delivered in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original and all of which taken together shall constitute one
and the same original agreement.
Section 9. Affirmation of Guaranties. Each of the Domestic Guarantors
hereby consents to the terms of this Seventh Amendment and Waiver in its
capacity as a guarantor under the Credit Agreement and agrees that the terms of
this Seventh Amendment and Waiver shall not affect in any way its obligations
and liabilities under its Guaranty or any other Loan Document to which it is a
party, all of which obligations and liabilities shall remain in full force and
effect and each of which is hereby reaffirmed.
Section 10. Governing Law. This Seventh Amendment and Waiver shall be
interpreted, and the rights and liabilities of the parties determined, in
accordance with the internal law of the State of New York.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Seventh Amendment and Waiver has been duly
executed on the date set forth above.
EXIDE TECHNOLOGIES, a debtor and a
debtor in possession
as a Borrower and a Domestic
Guarantor
By: /s/ Illegible
-------------------------------
Name: Illegible
Title: General Counsel
EXIDE DELAWARE LLC, a debtor and
a debtor in possession
as a Borrower and a Domestic
Guarantor
By: /s/ Illegible
-------------------------------
Name: Illegible
Title: General Counsel
RBD LIQUIDATION, LLC, a debtor and
a debtor in possession
as a Borrower and a Domestic
Guarantor
By: /s/ Illegible
-------------------------------
Name: Illegible
Title: General Counsel
GNB BATTERY TECHNOLOGIES
JAPAN, INC., as a Domestic
Guarantor
By: /s/ Illegible
-------------------------------
Name:
Title:
EXIDE ILLINOIS, INC., 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:
EXIDE ILLINOIS, INC., a debtor and
a debtor in possession
as a Borrower and a Domestic
Guarantor
By: /s/ Illegible
-------------------------------
Name: Illegible
Title: General Counsel
Citicorp USA, Inc.,
as Administrative Agent, Swing
Loan Lender, Collateral
Monitoring Agent, and a Lender
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Citibank, N.A.,
as Issuer
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Other Lenders:
CIT GROUP BUSINESS CREDIT
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW YORK
AGENCY
By:
-------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director
BEAR XXXXXXX & CO., INC.
By:
-------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By:
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
-------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
By:
-------------------------------
Name: Xxx xxx Xxxxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER, INC.
By:
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Other Lenders:
CIT GROUP BUSINESS CREDIT
By:
-------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW
YORK AGENCY
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director
BEAR XXXXXXX & CO., INC.
By:
-------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By:
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
-------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
By:
-------------------------------
Name: Xxx xxx Xxxxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER, INC.
By:
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Other Lenders:
CIT GROUP BUSINESS CREDIT
By:
-------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW YORK
AGENCY
By:
-------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director
BEAR XXXXXXX & CO., INC.
By: /s/ Xxxx X. XxXxxxxxx
-------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By:
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
-------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
By:
-------------------------------
Name: Xxx xxx Xxxxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER, INC.
By:
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Other Lenders:
CIT GROUP BUSINESS CREDIT
By:
-------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW
YORK AGENCY
By:
-------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director
BEAR XXXXXXX & CO., INC.
By:
-------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By:
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
-------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
By:
-------------------------------
Name: Xxx xxx Xxxxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
SPCP GROUP LLC
By:
-------------------------------
Name:
Title:
XXXXXXX SACHS CREDIT PARTNERS L.P.
By:
------------------------------
Name: Xxxx Xxxxxxxx
Title: Authorized Signature
FOOTHILL INCOME TRUST, L.P.
By: FIT GP, LLC, its General
Partner
By: /s/ Xxxx Xxxxxx
---------------------------
Name: Xxxx Xxxxxx
Title: Managing Member
FOOTHILL INCOME TRUST II, L.P.
By: FIT II GP, LLC, its General
Partner
By: /s/ Xxxx Xxxxxx
---------------------------
Name: Xxxx Xxxxxx
Title: Managing Member
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC, as
Portfolio Manager
By:
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management as
Investment Advisor
By:
---------------------------
Name: Xxxxx X. Page
Title: Vice President
US BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By:
-------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By:
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: General Manager
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management as
Investment Advisor
By:
---------------------------
Name: Xxxxx X. Page
Title: Vice President
US BANK NATIONAL ASSOCIATION
By:
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxx Xxxxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By:
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: General Manager
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management as
Investment Advisor
By:
---------------------------
Name: Xxxxx X. Page
Title: Vice President
US BANK NATIONAL ASSOCIATION
By:
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By:
-------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: General Manager
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management as
Investment Advisor
By:
---------------------------
Name: Xxxxx X. Page
Title: Vice President
US BANK NATIONAL ASSOCIATION
By:
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By:
-------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By:
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: General Manager
TRS1 LLC
By: /s/ Xxxxxxx X'Xxxxxx
-------------------------------
Name: Xxxxxxx X'Xxxxxx
Title: Vice President
