EXHIBIT 3
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EXIDE TECHNOLOGIES
00000 XXXXXXXXX XXXXXXX
XXXXXXXX 000
XXXXXXXXXX, XXXXXXX 00000
September 18, 2006
Tontine Capital Partners, L.P.
c/o Tontine Capital Management L.L.C.
00 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxx
Re: Standby Purchase Agreement
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Ladies and Gentlemen:
This letter is written in connection with the Standby Purchase
Agreement dated as of June 28, 2006, as amended on August 1, 2006 (the
"Agreement"), by and among Exide Technologies ("Exide"), Tontine Capital
Partners, L.P. ("Tontine"), Xxxx Xxxxx Investment Trust, Inc. and Arklow
Capital, LLC. This letter is written to confirm Exide and Tontine's intentions
and understandings with regards to certain provisions of the Agreement.
Capitalized terms used herein and not otherwise defined shall have the meanings
given to them in the Agreement.
1. Election or Appointment of Exide Director. Section 9(b) of the
Agreement, among other things, provides that the obligations of Tontine to
consummate the transactions contemplated by the Agreement are conditioned on the
election or appointment on or prior to the Closing Date of two nominees of
Tontine to Exide's Board of Directors who are reasonably acceptable to Exide's
Board of Directors. Tontine has successfully nominated one candidate on or prior
to the Closing Date, which nominee has been approved by Exide's Board of
Directors, subject to the closing of the transactions contemplated by the
Agreement. Exide agrees that until December 31, 2006 it will promptly submit to
its Board of Directors for review and consideration additional nominees Tontine
presents to Exide for the election or appointment of a second Tontine nominee to
Exide's Board of Directors. Such nominee will be so elected or appointed subject
to such nominee being reasonably acceptable to Exide's Board of Directors.
2. Waiver of Closing Condition. In consideration of the foregoing,
Tontine hereby agrees to waive the closing conditions set forth in Section 9(b)
of the Agreement, as such conditions apply to the election or appointment of a
second Tontine nominee to Exide's Board of Directors prior to the Closing Date.
3. Miscellaneous. This letter agreement is binding on and
enforceable against Exide and Tontine notwithstanding any contrary provisions in
the Agreement, and in the event of a conflict between the provisions of this
letter agreement and the Agreement, the provisions of this letter agreement
shall control. This letter agreement may be executed in multiple counterparts
which, taken together, shall constitute one and the same agreement.
* * * * *
If the above correctly reflects your understanding and agreement with
respect to the foregoing matters, please so confirm by signing the enclosed copy
of this letter agreement.
EXIDE TECHNOLOGIES
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx, Xx.
Title: Executive Vice President and
Chief Financial Officer
ACCEPTED AND AGREED AS OF
THE DATE FIRST WRITTEN ABOVE:
TONTINE CAPITAL PARTNERS, L.P.
By: TONTINE CAPITAL MANAGEMENT, L.L.C., its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
