Exhibit 99.1
FIFTH AMENDMENT AND
WAIVER TO CREDIT AGREEMENT
FIFTH AMENDMENT AND WAIVER TO CREDIT
AGREEMENT (this “ Fifth Amendment ”), dated as
of June 29, 2005, among EXIDE TECHNOLOGIES, a Delaware
corporation (the “ U.S. Borrower ”), EXIDE
GLOBAL HOLDING NETHERLANDS C.V., a limited partnership organized
under the laws of The Netherlands (the “ European
Borrower ”, and together with the U.S. Borrower, the
“ Borrowers ”), the Lenders from time to time
party hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as
Administrative Agent (in such capacity, the “
Administrative Agent ”). Unless otherwise indicated,
all capitalized terms used herein and not otherwise defined shall
have the respective meanings provided such terms in the Credit
Agreement referred to below.
W I T N E S S E T H
:
WHEREAS, the Borrowers, the Lenders
and the Administrative Agent are parties to a Credit Agreement,
dated as of May 5, 2004 (as amended, restated, modified and/or
supplemented to, but not including, the date hereof, the “
Credit Agreement ”); and
WHEREAS, subject to the terms,
conditions and agreements herein set forth, the parties hereto have
agreed to amend the Credit Agreement, and the Lenders have agreed
to waive certain provisions of the Credit Agreement, in each case
as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments and Waiver to Credit Agreement .
1. Section 8.01(c) of the
Credit Agreement is hereby amended by (x) inserting the text
“(or 95 days in the case of Fiscal Year 2005)”
immediately after the text “Within 90 days”
appearing at the beginning thereof and (y) inserting the text
“, except in the case of the audited financial statements for
Fiscal Year 2005,” immediately preceding the text “made
with qualification or expression of uncertainty” appearing in
said Section. Furthermore, the Lenders hereby waive any Default or
Event of Default that may have existed under the Credit Agreement,
in each case solely to the extent resulting from the delivery of
audited financial statements pursuant to Section 8.01(c) of the
Credit Agreement for Fiscal Year 2005, within 95 days after
the close of Fiscal Year 2005, which contain a “going concern
qualification” (but which otherwise comply with the
requirements of said Section 8.01(c) as amended pursuant to
the preceding sentence).
2. The last sentence of
Section 9.04 of the Credit Agreement is hereby amended by
inserting “(x)” immediately after the phrase
“contrary contained above,” contained therein and
inserting the following new text immediately at the end
thereof:
“and
(y) without the prior written consent of the Required Lenders,
in no event shall any Indebtedness for borrowed money be incurred
pursuant to this Agreement (whether justified under clause
(i) of this Section 9.04 or otherwise) if the U.S.
Borrower and its Subsidiaries would hold collected and Unrestricted
cash and Cash Equivalents in an aggregate amount (after giving
effect to the incurrence of the respective Indebtedness and the
application of the proceeds therefrom and the application of any
other cash or Cash Equivalents on hand (in each case to the extent
such proceeds and/or cash or Cash Equivalents are actually utilized
by the U.S. Borrower and/or its respective Subsidiary on the
respective date of incurrence of the Indebtedness for borrowed
money for a permitted purpose other than an investment in cash or
Cash Equivalents) and without giving effect to unanticipated cash
deposits received by the U.S. Borrower and its Subsidiaries on the
date of the incurrence of the respective Indebtedness for borrowed
money, so long as such deposits were not known to them at the time
respective Notice of Borrowing was given) in excess of
$40,000,000”
3. Section 11 of the
Credit Agreement is hereby amended by adding the following new
definitions in appropriate alphabetical order:
“Restricted” shall mean, when referring to cash or Cash
Equivalents of the U.S. Borrower or any of its Subsidiaries, that
such cash or Cash Equivalents are subject to any Lien, permitted
under this Agreement, in
