Exhibit 10.3
SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT
SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 24, 2005, among ENERSYS, a Delaware corporation (“Holdings”), ENERSYS CAPITAL INC., a Delaware corporation (the “Borrower”), various Lenders party to the Credit Agreement referred to below (the “Lenders”) and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement.
WITNESSETH:
WHEREAS, Holdings, the Borrower, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent, Morgan Stanley Senior Funding, Inc., as Syndication Agent, and Lehman Commercial Paper Inc., as Documentation Agent, are parties to a Credit Agreement, dated as of March 17, 2004 (as amended, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”);
WHEREAS, EnerSys S.p.A., a Wholly-Owned Subsidiary of the Borrower organized under the laws of Italy (the “Italian Acquisition Subsidiary”), and certain other Wholly-Owned Foreign Subsidiaries of the Borrower (together with the Italian Acquisition Subsidiary, the “EnerSys FIAMM Acquisition Parties”) desire to acquire the motive power battery business assets of FIAMM S.p.A., a company organized under the laws of Italy (“FIAMM”), and certain of its affiliates pursuant to, and in accordance with the terms of, a certain Quota and Business Transfer Agreement in the form of the draft Quota and Business Transfer Agreement (dated March 24, 2005) delivered to the Agents (without giving effect to (x) any amendment or modification to such form and (y) after the execution and delivery of a definitive agreement in such form, any amendment or modification thereof or waiver with respect thereto, unless, in the case of either clause (x) or (y), such amendment, modification or waiver could not reasonably be expected to be adverse to the interests of the Lenders, the “FIAMM Purchase Agreement”), to be entered into by and among the EnerSys FIAMM Acquisition Parties, FIAMM and certain of FIAMM’s subsidiaries (the “FIAMM Acquisition”), which acquisition, after giving effect to this Amendment, will constitute a Permitted Acquisition effected in accordance with the requirements of the Credit Agreement as amended by this Amendment;
WHEREAS, the Credit Agreement Parties have requested certain amendments and consents to the Credit Agreement in connection with the FIAMM Acquisition and the financing thereof as described below;
WHEREAS, subject to the terms and conditions of this Amendment, the Lenders wish to grant certain consents to the Credit Agreement and the parties hereto wish to amend or otherwise modify certain provisions of the Credit Agreement, in each case as herein provided;
NOW, THEREFORE, IT IS AGREED:
I.Amendments and Consents to Credit Agreement.
1. Notwithstanding anything to the contrary contained in the Credit Agreement, the Lenders hereby acknowledge and agree that the FIAMM Acquisition may be effected as a Permitted Acquisition under the Credit Agreement (and thereupon constitute a “Permitted Acquisition” for all purposes of the Credit Agreement), so long as:
(i) the Aggregate Consideration payable in respect of the FIAMM Acquisition shall consist solely of (x) cash in an amount not to exceed €32,000,000 and (y) the assumption of the “Assumed Liabilities” (as defined in the FIAMM Purchase Agreement) which are permitted under Section 9.04 of the Credit Agreement;
(ii) except for the deviation from the requirements of a Permitted Acquisition contained in Section 8.14(a)(vi) of the Credit Agreement as set forth in clause (i) above, the FIAMM Acquisition shall otherwise be effected as a “Permitted Acquisition” in accordance with all applicable terms of (and meet all applicable requirements for a Permitted Acquisition under) the Credit Agreement (including, without limitation, Sections 8.11, 8.14, 9.02(xi) and 9.15 thereof, the definition of Permitted Acquisition contained therein and the delivery of the officer’s certificate required by Section 8.14(a)(xi) thereof);
(iii) on or prior to the date of the consummation of the FIAMM Acquisition (the “FIAMM Acquisition Date”), there shall have been delivered to the Administrative Agent true and correct copies of the FIAMM Purchase Agreement and all other material documents entered into in connection with the FIAMM Acquisition (the “FIAMM Acquisition Documents”), certified as such by an officer of Holdings;
(iv) on the FIAMM Acquisition Date, (w) all FIAMM Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect, (x) all representations and warranties set forth in the FIAMM Acquisition Documents shall be true and correct in all material respects, (y) each of the material conditions precedent to the consummation of the FIAMM Acquisition as set forth in the FIAMM Acquisition Documents shall have been satisfied and not waived, except with the consent of the Agents and (z) the FIAMM Acquisition shall have been consummated in all material respects in accordance with applicable law and the FIAMM Acquisition Documents;
(v) on the FIAMM Acquisition Date, all necessary governmental (domestic and foreign), regulatory and third party approvals in connection with the FIAMM Acquisition, the transactions contemplated by this Amendment and the other FIAMM Documents and otherwise referred to herein or therein, shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the FIAMM Acquisition and the transactions contemplated by this Amendment; and
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(vi) on the FIAMM Acquisition Date, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon, or materially delaying, or making economically unfeasible, the consummation of the FIAMM Acquisition or the transactions contemplated by this Amendment.
2. Notwithstanding anything to the contrary contained in Section 8.14(a)(viii) or (ix) of the Credit Agreement or the definition of “Aggregate Consideration” contained in Section 11 of the Credit Agreement, the parties hereto hereby acknowledge and agree that the aggregate amount of cash paid as consideration in connection with the FIAMM Acquisition as permitted by Section 1 of this Amendment shall not be included in any calculation of Aggregate Consideration for purposes of compliance with Section 8.14(a)(viii) or (ix) of the Credit Agreement.
3. Section 1.08(f) of the Credit Agreement is hereby amended by inserting the following sentence after the first sentence appearing in said Section:
“In any determination of the Eurodollar Rate for an Interest Period constituting a Special Interest Period, the Administrative Agent shall be entitled to determine such Eurodollar Rate as if such Interest Period were three months in duration, notwithstanding that such Interest Period may in fact be shorter or longer.”
4. Section 1.09 of the Credit Agreement is hereby amended by (i) deleting the word “or” appearing immediately prior to sub-clause (y) of the first sentence of said Section and inserting a comma in lieu thereof, (ii) inserting the text “or (z) in the case of a Borrowing of Term Loans to be maintained as, or converted into, Eurodollar Loans, a Special Interest Period” immediately prior to the period at the end of the first sentence of said Section, (iii) inserting the text “(other than a Special Interest Period)” immediately after the text “if any Interest Period” appearing in clause (iii) of the second sentence of said Section and (iii) inserting the text “(other than a Special Interest Period)” immediately prior to the text “if any Interest Period” appearing in clause (iv) of the second sentence of said Section.
5. Section 4.02(c) of the Credit Agreement is hereby amended by deleting the first parenthetical appearing in said Section in its entirety and inserting the following new parenthetical in lieu thereof:
“(other than (x) Accounts Receivable Facility Assets sold pursuant to Sections 9.02(xiii) and (xiv) and (y) any Excluded Italian Asset Sale)”.
6. Section 4.02(d) of the Credit Agreement is hereby amended by deleting the text “Effective Date” appearing in sub-clause (i) of said Section and inserting the text “Second Amendment Effective Date” in lieu thereof.
7. Section 8.01(d) of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing immediately prior to the text “(y) the calculation” appearing in said Section and inserting a comma in lieu thereof and (ii) inserting the following new clause (z) prior to the period at the end of said Section:
“and (z) set forth (in reasonable detail) the type and amount of costs incurred during each fiscal quarter included in the Test Period then last ended and added back to Consolidated EBITDA for such Test Period pursuant to subclause (x)(vi) of the definition of “Consolidated EBITDA”.
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8. Section 9.02(xv) of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing prior to sub-clause (ii) of said Section and inserting a comma in lieu thereof and (ii) inserting the following new clause (ii) prior to the semi-colon at the end of said Section:
“and (iii) no Ring-Fenced Foreign Subsidiary may merge into, or consolidate with, or be dissolved or liquidated into, or transfer any of its assets to, any Non-Ring-Fenced Foreign Subsidiary in reliance on this clause (xv)”.
9. Section 9.03 of the Credit Agreement is hereby amended by (i) inserting the text “(viii)” immediately after the text “9.04” appearing in clause (xv) of said Section, (ii) deleting the word “and” appearing at the end of clause (xviii) of said Section, (iii) deleting the period at the end of clause (xix) of said Section and inserting the text “; and” in lieu thereof and (iv) inserting the following new clause (xx) at the end of said Section:
“(xx) Liens on the capital stock of the Italian Acquisition Subsidiary held by EnerSys Luxco 1 securing the obligations of EnerSys Luxco 1 under the Permitted EnerSys Luxco 1 Notes.”.
10. Section 9.04(v) of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing immediately prior to sub-clause (y) of said Section and inserting a comma in lieu thereof and (ii) inserting the text “and (z) intercompany Indebtedness permitted pursuant to Section 9.05(xxi)” before the semi-colon at the end of such Section.
11. Section 9.04(xvii) of the Credit Agreement is hereby amended by inserting the text “Holdings or” immediately prior to the text “the Borrower” appearing in said Section.
12. Section 9.04 of the Credit Agreement is hereby further amended by (i) deleting the word “and” appearing at the end of clause (xvii) of said Section, (ii) deleting the period at the end of clause (xviii) of said Section and inserting the text “; and” in lieu thereof and (iii) inserting the following new clauses (xix) and (xx) at the end of said Section:
“(xix) Indebtedness of EnerSys Luxco 1 incurred under the Permitted EnerSys Luxco 1 Notes in an aggregate outstanding principal amount not to exceed €38,000,000 at any time (as reduced by the amount of repayments of principal thereunder), so long as (x) all such Indebtedness is incurred in accordance with the requirements of definition of Permitted EnerSys Luxco 1 Notes, (y) no Default or Event of Default exists at the time of incurrence thereof or would result from the incurrence thereof, and (z) 100% of the Net Cash Proceeds therefrom are used (i)first, to finance the FIAMM Acquisition (or, if the FIAMM Acquisition has been consummated prior to the incurrence of such Indebtedness, to repay outstanding principal of the intercompany loans permitted pursuant to Section 9.05(xxi) and pay accrued but unpaid interest thereon), and (ii)second, after application for the purposes described in preceding sub-clause (i), to finance FIAMM Restructuring Charges incurred in the one-year period following the consummation of the FIAMM Acquisition;
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(xx) Indebtedness of the Borrower evidenced by a guaranty of the obligations of EnerSys Luxco 1 under the Permitted EnerSys Luxco 1 Notes permitted pursuant to Section 9.04(xix);provided that any such Indebtedness of the Borrower shall be unsecured and any such Indebtedness of EnerSys Luxco 1 may be secured only to the extent permitted by Section 9.03(xx).”.
13. Section 9.05 of the Credit Agreement is hereby amended by inserting the text “provided that no Ring-Fenced Foreign Subsidiary may make any Investment in any Non-Ring-Fenced Foreign Subsidiary in reliance on this clause (xviii)” immediately prior to the semi-colon appearing in clause (xviii) of said Section.
14. Section 9.05 of the Credit Agreement is hereby amended by further (i) deleting the word “and” appearing at the end of clause (xix) of said Section, (ii) deleting the period at the end of clause (xx) of said Section and inserting a semi-colon in lieu thereof, (iii) inserting the text “, inclusive, and clauses (xxi) and (xxii)” immediately after the text “(xix)” appearing in clause (xx) of said Section and (iv) inserting the following new clauses (xxi) and (xxii) at the end of said Section:
“(xxi) so long as no Indebtedness has theretofore been incurred in reliance on Section 9.04(xix) to finance the FIAMM Acquisition, (1) the Borrower may make an intercompany loan to the Cayman Partnership, (2) the Cayman Partnership may, in turn, may make an intercompany loan to EnerSys Luxco 1, (3) EnerSys Luxco 1 may, in turn, may make an intercompany loan to EnerSys Luxco 2 and (4) EnerSys Luxco 2 may, in turn, may make intercompany loans to the EnerSys FIAMM Acquisition Parties or, in the case of the Italian Acquisition Subsidiary, to EnerSys s.r.o. to be on-lent further to the Italian Acquisition Subsidiary, in each case for the sole purpose of financing the FIAMM Acquisition and the FIAMM Restructuring Charges;provided that (I) the aggregate principal amount of each such intercompany loan pursuant to this clause (xxi) shall not exceed €38,000,000 at any time outstanding (determined without regard to any write-offs or write-downs thereof), (II) no Default or Event of Default exists at the time of the making of any such intercompany loan or would result therefrom, and (III) each intercompany loan shall be evidenced by an Intercompany Note and, in the case of the Intercompany Note evidencing any such intercompany loan made by the Borrower to the Cayman Partnership, pledged to the Collateral Agent pursuant to the Pledge Agreement; and
(xxii) (x) unsecured Contingent Obligations of the Borrower and EnerSys evidenced by guaranties of ordinary course obligations of any Wholly-Owned Domestic Subsidiary of the Borrower, so long as such obligations do not constitute Indebtedness and (y) unsecured Contingent Obligations of any Foreign Subsidiary of the Borrower evidenced by guaranties of ordinary course obligations of any other Foreign Subsidiary of the Borrower, so long as such obligations do not constitute Indebtedness.”.
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15. Section 9.10 of the Credit Agreement is hereby amended by deleting the table appearing in said Section in its entirety and inserting the following new table in lieu thereof:
“Fiscal Quarter Ended Closest to | Ratio | |
September 30, 2004 | 3.90:1.00 | |
December 31, 2004 | 3.90:1.00 | |
March 31, 2005 | 3.90:1.00 | |
June 30, 2005 | 4.00:1.00 | |
September 30, 2005 | 4.00:1.00 | |
December 31, 2005 | 4.00:1.00 | |
March 31, 2006 | 3.80:1.00 | |
June 30, 2006 | 3.60:1.00 | |
September 30, 2006 | 3.60:1.00 | |
December 31, 2006 | 3.40:1.00 | |
March 31, 2007 | 3.00:1.00 | |
June 30, 2007 | 3.00:1.00 | |
September 30, 2007 | 3.00:1.00 | |
December 31, 2007 | 3.00:1.00 | |
March 31, 2008 | 2.40:1.00 | |
June 30, 2008 | 2.40:1.00 | |
September 30, 2008 | 2.40:1.00 | |
December 31, 2008 | 2.40:1.00 | |
March 31, 2009 and each fiscal quarter thereafter | 2.00:1.00”. | |
16. Section 9.12(i) of the Credit Agreement is hereby amended by deleting said Section in its entirety and inserting the following new Section 9.12(i) in lieu thereof:
“(i) amend or modify, or permit the amendment or modification of, any provision of any Qualified Preferred Stock, any Permitted EnerSys Luxco 1 Note or any agreement relating to the foregoing (including, without limitation, in the case of Qualified Preferred Stock, a certificate of designation) in a manner that is inconsistent with the requirements therefor set forth in the definition “Qualified Preferred Stock” or “Permitted EnerSys Luxco 1 Notes”, as the case may be, or that could reasonably be expected to be adverse in any material respect to the interests of the Lenders;”.
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17. Section 9.12(ii) of the Credit Agreement is hereby amended by (i) inserting the text “any Permitted EnerSys Luxco 1 Note,” immediately prior to the first reference to “Refinancing Senior Subordinated Notes” appearing in said Section, (ii) deleting the word “and” appearing prior to sub-clause (iv) of the proviso of said Section and inserting a comma in lieu thereof and (iii) inserting the following new sub-clause (v) prior to the semi-colon at the end of said Section:
“and (v) the Permitted EnerSys Luxco 1 Notes may be prepaid in accordance with the terms thereof”.
18. Section 9.14(a) of the Credit Agreement is hereby amended by inserting the following proviso immediately prior to the period at the end of said Section:
“provided that, the Permitted EnerSys Luxco 1 Notes (and/or the documentation governing the same) may restrict the ability of the Italian Acquisition Subsidiary to transfer its properties or assets to Holdings or any other Subsidiary of Holdings”.
19. The definition of “Agents” appearing in Section 11 of the Credit Agreement is hereby amended by deleting said definition in its entirety and inserting the following new definition in lieu thereof:
“Agents” shall mean the Administrative Agent, the Syndication Agent and the Documentation Agent.
20. The definition of “Consolidated EBITDA” appearing in Section 11 of the Credit Agreement is hereby amended by (i) deleting the text “and” appearing immediately before the text “(iv)” in sub-clause (x) of said definition and inserting a comma in lieu thereof and (ii) inserting the text the following text immediately before the text “and (y)” appearing in said definition:
“(v) in the case of any period which includes any portion of any fiscal quarter of Holdings set forth on Schedule XV, an amount up to the amount set forth under the captions “Montecchio Start-Up Costs” and “FIAMM Corporate Fees” on Schedule XV hereto, to the extent (x) the respective charge was actually recorded or accrued during such period for the purpose specified on Schedule XV for such charge and (y) the respective charge was deducted in the determination of Consolidated EBITDA for such period (directly or through reductions to Consolidated Net Income) and (vi) in the case of any period including any fiscal quarter of Holdings ended on or prior March 31, 2006, one-time cash fees and expenses actually incurred by Holdings and any of its Subsidiaries during such fiscal quarter in an aggregate amount not to exceed the Dollar Equivalent of €1,700,000, so long as (x) such fees and expenses were deducted in the determination of Consolidated EBITDA for such period (directly or through reductions to Consolidated Net Income) and (y) Holdings has at all times complied with the requirements of clause (z) of Section 8.01(d), requiring Holdings to certify as to the amount and type of such costs incurred in any fiscal quarter of Holdings included in such period and added back to Consolidated EBITDA”.
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21. The definition of “Intercompany Note” appearing in Section 11 of the Credit Agreement is hereby amended by deleting the text “and (xiv)” appearing in said definition and inserting the text “, (xiv) and (xxi)” in lieu thereof.
22. Section 11 of the Credit Agreement is hereby further amended by inserting in the appropriate alphabetical order the following new definitions:
“EnerSys FIAMM Acquisition Parties” shall have the meaning provided in the Second Amendment.
“EnerSys Luxco 1” shall mean EnerSys Holdings (Luxembourg) Sarl, a Luxembourg company and an indirect Wholly-Owned Subsidiary of the Borrower.
“EnerSys Luxco 2” shall mean EnerSys Luxembourg Finance Sarl, a Luxembourg company and a Wholly-Owned Subsidiary of EnerSys Luxco 1.
“Excluded Italian Asset Sale” shall mean any sale, transfer or other disposition by the Italian Acquisition Subsidiary, any of its Subsidiaries or any other Italian organized Subsidiary of Holdings to any Person (other than Holdings or any of its Wholly-Owned Subsidiaries) of any asset (other than inventory sold, transferred or disposed of in the ordinary course of business), to the extent (x) the gross sale proceeds therefrom, when aggregated with the gross sale proceeds from all other such sales, transfers and dispositions by the Italian Acquisition Subsidiary and such other Subsidiaries described above after the date of the consummation of the FIAMM Acquisition, do not exceed €16,000,000 and (y) the net sale proceeds therefrom are required to be applied as a mandatory repayment of principal of the Permitted EnerSys Luxco 1 Notes in accordance with the documentation governing the same.
“FIAMM” shall have the meaning provided in the Second Amendment.
“FIAMM Acquisition” shall have the meaning provided in the Second Amendment.
“FIAMM Restructuring Charges” shall mean non-recurring and other one-time costs incurred in connection with (i) plant closures and the consolidation, relocation or elimination of operations and (ii) related severance costs and other costs incurred in connection with the termination, relocation and training of employees, in each case incurred in connection with the FIAMM Acquisition.
“Italian Acquisition Subsidiary” shall mean EnerSys S.p.A., a Wholly-Owned Subsidiary of the Borrower organized under the laws of Italy, and any successor thereto by any merger or consolidation permitted hereunder.
“Non-Ring-Fenced Foreign Subsidiary” shall mean each Foreign Subsidiary of Holdings other than a Ring-Fenced Foreign Subsidiary.
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“Permitted EnerSys Luxco 1 Notes” shall mean senior notes issued by EnerSys Luxco 1, so long as (a) such notes have a final stated maturity no earlier than five years following the date of issuance thereof, (b) such notes do not provide for guaranties by any Person, other than those permitted pursuant to Section 9.04(xx), (c) such notes and permitted guaranties thereof are not secured, except as expressly permitted by Section 9.03(xx) and (d) all other terms of such notes (including, without limitation, interest rate, amortization, redemption provisions, maturities, covenants, defaults and remedies) are satisfactory to the Agents in their sole discretion, as the same may be amended, restated, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.
“Ring-Fenced Foreign Subsidiary” shall mean each Foreign Subsidiary of Holdings as of the Second Amendment Effective Date (other than the Cayman Partnership and any of its Foreign Subsidiaries), so long as same remains a Subsidiary of Holdings.
“Second Amendment” shall mean the Second Amendment and Consent to this Agreement, dated as of March 24, 2005, among Holdings, the Borrower, various Lenders and the Administrative Agent.
“Second Amendment Effective Date” shall have the meaning provided in the Second Amendment.
“Special Interest Period” shall mean a period with a duration of (i) not less than three months minus three days and (ii) not greater than three months plus three days, as set forth in the applicable Notice of Conversion/Continuation delivered by the Borrower to the Administrative Agent, specifying,interalia, the exact calendar day on which such period ends.
23. The Credit Agreement is hereby further amended by deleting Schedule XV thereto and adding new Schedule XV thereto in the form of Schedule XV hereto.
24. Exhibit A-2 to the Credit Agreement is hereby amended by inserting the following text at the end of footnote 2 appearing in said Exhibit:
“The duration of any Interest Period selected by the Borrower is subject to the requirements of Section 1.09 of the Credit Agreement. In the event the Borrower selects a Special Interest Period, the Borrower must specify herein the exact calendar day on which such Special Interest Period ends.”.
II.Miscellaneous Provisions.
1. In order to induce the Lenders to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Second Amendment Effective Date, both before and after giving effect to this Amendment; and
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(b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).
2. This Amendment is limited as specified and shall not constitute a modification, acceptance, consent to deviation from or waiver of any other provision of the Credit Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.
4.THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).
5. This Amendment shall become effective on the date (the “Second Amendment Effective Date”) when (i) Holdings, the Borrower and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip (facsimile number 212-354-8113) and (ii) the Borrower shall have paid to the Administrative Agent and the Lenders all costs, fees and expenses (including, without limitation, legal fees and expenses) payable to the Administrative Agent and the Lenders to the extent then due.
6. So long as the Second Amendment Effective Date occurs, the Borrower shall pay to each Lender which has executed a counterpart hereof on or prior to 5:00 P.M. (New York time) on the later to occur of March 24, 2005 or the Second Amendment Effective Date, a consent fee equal to 0.10% of the sum of (x) its Revolving Loan Commitment as in effect on the Second Amendment Effective Dateplus (y) the aggregate principal amount of its New Term Loans outstanding on the Second Amendment Effective Date. All fees payable pursuant to the immediately preceding sentence shall be paid to the Administrative Agent within one Business Day after the later date specified in the immediately preceding sentence, which fees shall be distributed by the Administrative Agent to the relevant Lenders in the amounts specified in the immediately preceding sentence.
7. From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.
| ENERSYS | ||
| By: | /s/ Richard W. Zuidema | |
| Title: | Executive Vice President - Administration | |
| ENERSYS CAPITAL INC. | ||
| By: | /s/ Richard W. Zuidema | |
| Title: | Executive Vice President - Administration | |
BANK OF AMERICA, N.A, as Administrative Agent | ||
| By: | /s/ Charles Graber | |
| Title: | Vice President | |
| BANK OF AMERICA, N.A., Individually | ||
| By: | /s/ Laura L. Clark | |
| Title: | Vice President | |
MORGAN STANLEY SENIOR FUNDING, INC., | ||
| By: |
| |
| Name: | ||
| Title: | ||
LEHMAN COMMERCIAL PAPER INC., | ||
| By: | /s/ Ritam Bhalla | |
| Title: | Authorized Signatory | |
| SIGNATURE PAGE TO THE SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT, DATED AS OF MARCH 24, 2005, AMONG ENERSYS, ENERSYS CAPITAL INC., VARIOUS LENDERS PARTY TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, MORGAN STANLEY SENIOR FUNDING, INC., AS SYNDICATION AGENT, AND LEHMAN COMMERCIAL PAPER INC., AS DOCUMENTATION AGENT | ||
| JUPITER LOAN FUNDING LLC | ||
| By: | /s/ Meredith J. Koslick | |
| Title: | Assistant Vice President | |
| WINGED FOOT FUNDING TRUST | ||
| By: | /s/ Ann. E. Morris | |
| Title: | Authorized Agent | |
ECL FUNDING LLC, for itself or as agent for ECL2 Funding LLC | ||
| By: | /s/ Dominic Blea | |
| Title: | As Attorney-in-Fact | |
TRUMBULL THC2 FUNDING LLC, for itself or as agent for Trumbull THC2 Funding LLC | ||
| By: | /s/ Dominic Blea | |
| Title: | As Attorney-in-Fact | |
BUSHNELL CBNA FUNDING LLC, for itself or as agent for BUSHNELL CFPI Loan Funding LLC | ||
| By: | /s/ Dominic Blea | |
| Title: | As Attorney-in-Fact | |
| LANDMARK IV CDO LIMITED | ||||
| By: | Aladdin Capital Management LLC as Manager | |||
| By: | /s/ Joseph Moroney, CFA | |||
| Title: | Authorized Signatory | |||
ALLSTATE LIFE INSURANCE COMPANY | ||||
| By: | /s/ Chris Goergen | |||
| Title: | Authorized Signatory | |||
| By: | /s/ Jerry D. Zinkula | |||
| Title: | Authorized Signatory | |||
| AIMCO CDO SERIES 2000-A | ||||
| By: | /s/ Chris Goergen | |||
| Title: | Authorized Signatory | |||
| By: | /s/ Jerry D. Zinkula | |||
| Title: | Authorized Signatory | |||
| AIMCO CDO SERIES 2001-A | ||||
| By: | /s/ Chris Goergen | |||
| Title: | Authorized Signatory | |||
| By: | /s/ Jerry D. Zinkula | |||
| Title: | Authorized Signatory | |||
AMERICAN EXPRESS CERTIFICATE COMPANY | ||||
| By: American Express Asset Management Group, Inc. as Collateral Manager | ||||
| By: | /s/ Yvonne E. Stevens | |||
| Title: | Senior Managing Director | |||
| IDS LIFE INSURANCE COMPANY | ||||
| By: American Express Asset Management Group, Inc. as Collateral Manager | ||||
| By: | /s/ Yvonne E. Stevens | |||
| Title: | Senior Managing Director | |||
| CENTURION CDO VII, LTD. | ||||
| By: American Express Asset Management Group, Inc. as Collateral Manager | ||||
| By: | /s/ Vincent P. Pham | |||
| Title: | Director-Operations | |||
| SEQUILS-CENTURION V, LTD. | ||||
| By: American Express Asset Management Group, Inc. as Collateral Manager | ||||
| By: | /s/ Vincent P. Pham | |||
| Title: | Director-Operations | |||
| SEQUILS-CENTURION 9, LTD. | ||||
| By: American Express Asset Management Group, Inc. as Collateral Manager | ||||
| By: | /s/ Vincent P. Pham | |||
| Title: | Director-Operations | |||
| CENTURION CDO II, LTD. | ||||
| By: American Express Asset Management Group, Inc., as Collateral Manager | ||||
| By: | /s/ Vincent P. Pham | |||
| Title: | Director-Operations | |||
| CENTURION CDO VI, LTD. | ||||
| By: American Express Asset Management Group, Inc. as Collateral Manager | ||||
| By: | /s/ Vincent P. Pham | |||
| Title: | Director-Operations | |||
| KZH CYPRESSTREE-1 LLC | ||||
| By: | /s/ Dorian Herrera | |||
| Title: | Authorized Agent | |||
| KZH STERLING LLC | ||||
| By: | /s/ Dorian Herrera | |||
| Title: | Authorized Agent | |||
| BABSON CLO LTD. 2003-I | ||||
| BABSON CLO LTD. 2004-I | ||||
| ELC (CAYMAN) LTD. 1999-II | ||||
| ELC (CAYMAN) LTD. 1999-III | ||||
| ELC (CAYMAN) LTD. 2000-I | ||||
| SEABOARD CLO 2000 LTD. | ||||
| TRYON CLO LTD. 2000-I | ||||
| SUFFIELD CLO, LIMITED | ||||
| By: | Babson Capital Management LLC as Collateral Manager | |||
| By: | /s/ Glenn P. Duffy, CFA | |||
| Title: | Managing Director | |||
| MAPLEWOOD (CAYMAN) LIMITED | ||||
| By: | Babson Capital Management LLC as Investment Manager | |||
| By: | /s/ Glenn P. Duffy, CFA | |||
| Title: | Managing Director | |||
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY | ||||
| By: | Babson Capital Management LLC as Investment Advisor | |||
| By: | /s/ Glenn P. Duffy, CFA | |||
| Title: | Managing Director | |||
| SIMSBURY CLO, LIMITED | ||||
| By: Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company | ||||
| By: | /s/ Glenn P. Duffy, CFA | |||
| Title: | Managing Director | |||
| LOAN FUNDING VIII LLC | ||||
| By: | Babson Capital Management LLC as Investment Manager | |||
| By: | /s/ Glenn P. Duffy, CFA | |||
| Title: | Managing Director | |||
Sankaty Advisors, LLC as Collateral Manager for LOAN FUNDING XI LLC, as Term Lender | ||||
| By: | /s/ Diane J. Exter | |||
| Title: | Managing Director Portfolio Manager | |||
Sankaty Advisors, LLC as Collateral Manager for CASTLE HILL II – INGOTS, LTD., as Term Lender | ||||
| By: | /s/ Diane J. Exter | |||
| Title: | Managing Director Portfolio Manager | |||
Sankaty Advisors, LLC as Collateral Manager for CASTLE HILL III CLO, LIMITED, as Term Lender | ||||
| By: | /s/ Diane J. Exter | |||
| Title: | Managing Director Portfolio Manager | |||
Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LIMITED, as Term Lender | ||||
| By: | /s/ Diane J. Exter | |||
| Title: | Managing Director Portfolio Manager | |||
Sankaty Advisors, LLC as Collateral Manager for RACE POINT II CLO, LIMITED, as Term Lender | ||||
| By: | /s/ Diane J. Exter | |||
| Title: | Managing Director Portfolio Manager | |||
| BOSTON HARBOR CLO 2004-1, LTD. | ||||
| By: | /s/ Beth Mazor | |||
| Title: | Vice President | |||
BANK OF TOKYO-MITSUBISHI TRUST COMPANY LIMITED | ||||
| By: | /s/ Michael L. Zion | |||
| Title: | Vice President | |||
| GALLATIN FUNDING I LTD. | ||||
| By: | Bear Sterns Asset Management Inc. as its Collateral Agent | |||
| By: | /s/ Niell Rosenwig | |||
| Title: | Managing Director | |||
| GRAYSON CLO 2001-01 LTD. | ||||
| By: | Bear Sterns Asset Management Inc. as its Collateral Agent | |||
| By: | /s/ Niell Rosenwig | |||
| Title: | Managing Director | |||
| BRAYMOOR & CO. | ||||
| By: | Bear Sterns Asset Management Inc. as its Attorney - in - fact | |||
| By: | /s/ Niell Rosenwig | |||
| Title: | Managing Director | |||
| BIRCHWOOD FUNDING LLC | ||||
| By: | /s/ Meredith J. Koslick | |||
| Title: | Assistant Vice President | |||
| BLACK DIAMOND CLO 2000-1, LTD. | ||||
| By: | /s/ Alan Corkish | |||
| Title: | Director | |||
| By: | CALLIDUS DEBT PARTNERS CLO FUND III LTD. | |||
| By: | Its Collateral Manager, | |||
| Callidus Capital Management, LLC | ||||
| By: | /s/ Mavis Taintor | |||
| Title: | Senior Managing Director | |||
| LCM I LIMITED PARTNERSHIP | ||||
| By: | Lyon Capital Management LLC, as Collateral Manager | |||
| By: | /s/ Alex Kenna | |||
| Title: | Portfolio Manager | |||
| LCM II LIMITED PARTNERSHIP | ||||
| By: | Lyon Capital Management LLC, as Collateral Manager | |||
| By: | /s/ Alex Kenna | |||
| Title: | Portfolio Manager | |||
| OLYMPIC CLO I | ||||
| By: | /s/ John M. Casparian | |||
| Title: | Chief Operating Officer Centre Pacific, Manager | |||
| SIERRA CLO I | ||||
| By: | /s/ John M. Casparian | |||
| Title: | Chief Operating Officer Centre Pacific, Manager | |||
| CSAM SLF | ||||
| By: | /s/ David H. Learner | |||
| Title: | Authorized Signatory | |||
| CSAM FUNDING IV | ||||
| By: | /s/ David H. Learner | |||
| Title: | Authorized Signatory | |||
| CSAM FUNDING II | ||||
| By: | /s/ David H. Learner | |||
| Title: | Authorized Signatory | |||
| CSAM FUNDING I | ||||
| By: | /s/ David H. Learner | |||
| Title: | Authorized Signatory | |||
| ATRIUM III | ||||
| By: | /s/ David H. Learner | |||
| Title: | Authorized Signatory | |||
| ROSEMONT CLO, LTD. | ||||
| By: | Deerfield Capital Management LLC as its Collateral Manager | |||
| By: | /s/ Dan Hattori | |||
| Title: | Senior Vice President | |||
| BRYN MAWR CLO, LTD. | ||||
| By: | Deerfield Capital Management LLC as its Collateral Manager | |||
| By: | /s/ Dan Hattori | |||
| Title: | Senior Vice President | |||
| FOREST CREEK CLO, LTD. | ||||
| By: | Deerfield Capital Management LLC as its Collateral Manager | |||
| By: | /s/ Dan Hattori | |||
| Title: | Senior Vice President | |||
| LONG GROVE CLO, LIMITED | ||||
| By: | Deerfield Capital Management LLC as its Collateral Manager | |||
| By: | /s/ Dan Hattori | |||
| Title: | Senior Vice President | |||
| ACCESS INSTITUTIONAL LOAN FUND | ||||
| By: | Deerfield Capital Management LLC as its Portfolio Manager | |||
| By: | /s/ Dan Hattori | |||
| Title: | Senior Vice President | |||
| MUIRFIELD TRADING LLC | ||||
| By: | /s/ Meredith J. Koslick | |||
| Title: | Assistant Vice President | |||
Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO IV, LTD., or an affiliate | ||||
| By: | /s/ David A. Tanny | |||
| Title: | Vice President | |||
Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO III, LTD., or an affiliate | ||||
| By: | /s/ David A. Tanny | |||
| Title: | Vice President | |||
| GRAYSON & CO | ||||
| By: | Boston Management and Research as Investment Advisor | |||
| By: | /s/ Craig P. Russ | |||
| Title: | Vice President | |||
| SENIOR DEBT PORTFOLIO | ||||
| By: | Boston Management and Research as Investment Advisor | |||
| By: | /s/ Craig P. Russ | |||
| Title: | Vice President | |||
EATON VANCE SENIOR FLOATING-RATE TRUST | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ Craig P. Russ | |||
| Title: | Vice President | |||
EATON VANCE SENIOR INCOME TRUST | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ Craig P. Russ | |||
| Title: | Vice President | |||
EATON VANCE FLOATING-RATE INCOME TRUST | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ Craig P. Russ | |||
| Title: | Vice President | |||
EATON VANCE LIMITED DURATION INCOME FUND | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ Craig P. Russ | |||
| Title: | Vice President | |||
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ Craig P. Russ | |||
| Title: | Vice President | |||
| TOLLI & CO. | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ Craig P. Russ | |||
| Title: | Vice President | |||
| BIG SKY SENIOR LOAN FUND, LTD. | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ Craig P. Russ | |||
| Title: | Vice President | |||
| EATON VANCE CDO VI LTD. | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ Craig P. Russ | |||
| Title: | Vice President | |||
| BIG SKY III SENIOR LOAN FUND TRUST | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ Craig P. Russ | |||
| Title: | Vice President | |||
| EATON VANCE CDO III LTD. | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ Craig P. Russ | |||
| Title: | Vice President | |||
COSTANTINUS EATON VANCE CDO V, LTD. | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ Craig P. Russ | |||
| Title: | Vice President | |||
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG | ||
| By: | /s/ John Fay | |
| Title: | Director | |
| By: | /s/ Bryan Lynch | |
| Title: | First Vice President | |
| Fidelity Advisors Series II: | ||
| FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND | ||
| By: | /s/ John H. Costello | |
| Title: | Assistant Treasurer | |
| FLAGSHIP CAPITAL CLO 2001-1 | ||
By: Flagship Capital Management, Inc. | ||
| By: | /s/ Mark S. Pelletier | |
| Title: | Director | |
| FLAGSHIP CAPITAL CLO II | ||
By: Flagship Capital Management, Inc. | ||
| By: | /s/ Mark S. Pelletier | |
| Title: | Director | |
| FLAGSHIP CAPITAL CLO III | ||
By: Flagship Capital Management, Inc. | ||
| By: | /s/ Mark S. Pelletier | |
| Title: | Director | |
| FLEET NATIONAL BANK | ||
| By: | /s/ Laura L. Clark | |
| Title: | Vice President | |
| FRANKLIN CLO I, LIMITED | ||
| By: | /s/ David Ardini | |
| Title: | Vice President | |
| FRANKLIN CLO II, LIMITED | ||||
| By: | /s/ David Ardini | |||
| Title: | Vice President | |||
FRANKLIN FLOATING RATE DAILY ACCESS FUND | ||||
| By: | /s/ Richard Hsu | |||
| Title: | Vice President | |||
| FRANKLIN FLOATING RATE TRUST | ||||
| By: | /s/ Richard Hsu | |||
| Title: | Vice President | |||
FRANKLIN FLOATING RATE MASTER SERIES | ||||
| By: | /s/ Richard Hsu | |||
| Title: | Vice President | |||
GULF STREAM-COMPASS CLO 2003-1 LTD. | ||||
| By: | Gulf Stream Asset Management, LLC as Collateral Manager | |||
| By: | /s/ Mark B. Mahoney | |||
| Title: | President | |||
GULF STREAM-COMPASS CLO 2004-1 LTD. | ||||
| By: | Gulf Stream Asset Management, LLC as Collateral Manager | |||
| By: | /s/ Mark B. Mahoney | |||
| Title: | President | |||
| IKB CAPITAL CORPORATION | ||||
| By: | /s/ David Snyder | |||
| Title: | President | |||
| SEQUILS-PILGRIM I, LTD. | ||||
| By: | ING Investments, LLC, as Collateral Manager | |||
| By: | /s/ Mark F. Haak, CFA | |||
| Title: | Vice President | |||
| ING SENIOR INCOME FUND | ||||
| By: | ING Investment Management, Co., as its Investment Manager | |||
| By: | /s/ Mark F. Haak, CFA | |||
| Title: | Vice President | |||
| ING PRIME RATE TRUST | ||||
| By: | ING Investment Management, Co., as its Investment Manager | |||
| By: | /s/ Mark F. Haak, CFA | |||
| Title: | Vice President | |||
| ALZETTE EUROPEAN CLO S.A. | ||||
| By: | Invesco Senior Secured Management, Inc. as Collateral Manager | |||
| By: | /s/ Gregory Stoeckle | |||
| Title: | Authorized Signatory | |||
| AVALON CAPITAL LTD. 3 | ||||
| By: | Invesco Senior Secured Management, Inc. as Asset Manager | |||
| By: | /s/ Gregory Stoeckle | |||
| Title: | Authorized Signatory | |||
| CHAMPLAIN CLO, LTD. | ||||
| By: | Invesco Senior Secured Management, Inc. as Collateral Manager | |||
| By: | /s/ Gregory Stoeckle | |||
| Title: | Authorized Signatory | |||
| CHARTER VIEW PORTFOLIO | ||||
| By: | Invesco Senior Secured Management, Inc. as Investment Advisor | |||
| By: | /s/ Gregory Stoeckle | |||
| Title: | Authorized Signatory | |||
| DIVERSIFIED CREDIT PORTFOLIO LTD. | ||||
| By: | Invesco Senior Secured Management, Inc. as Investment Advisor | |||
| By: | /s/ Gregory Stoeckle | |||
| Title: | Authorized Signatory | |||
| AIM FLOATING RATE FUND | ||||
| By: | Invesco Senior Secured Management, Inc. as Sub-Advisor | |||
| By: | /s/ Gregory Stoeckle | |||
| Title: | Authorized Signatory | |||
| INVESCO EUROPEAN CDO I S.A. | ||||
| By: | Invesco Senior Secured Management, Inc. as Collateral Manager | |||
| By: | /s/ Gregory Stoeckle | |||
| Title: | Authorized Signatory | |||
LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC | ||||
| By: | Invesco Senior Secured Management, Inc. as Portfolio Manager | |||
| By: | /s/ Gregory Stoeckle | |||
| Title: | Authorized Signatory | |||
| SEQUILS-LIBERTY, LTD. | ||||
| By: | Invesco Senior Secured Management, Inc. as Collateral Manager | |||
| By: | /s/ Gregory Stoeckle | |||
| Title: | Authorized Signatory | |||
| SAGAMORE CLO LTD. | ||||
| By: | Invesco Senior Secured Management, Inc. as Collateral Manager | |||
| By: | /s/ Gregory Stoeckle | |||
| Title: | Authorized Signatory | |||
| SARATOGA CLO I, LIMITED | ||||
| By: | Invesco Senior Secured Management, Inc. as Asset Manager | |||
| By: | /s/ Gregory Stoeckle | |||
| Title: | Authorized Signatory | |||
| SKY CBNA LOAN FUNDING, LLC | ||||
| By: | /s/ Karen Kwan | |||
| Title: | Assistant Vice President | |||
| KATONAH I, LTD. | ||||
| By: | /s/ Ralph Della Rocca | |||
| Title: | Authorized Officer | |||
| Katonah Capital, L.L.C. as Manager | ||||
| KATONAH II, LTD. | ||||
| By: | /s/ Ralph Della Rocca | |||
| Title: | Authorized Officer | |||
| Katonah Capital, L.L.C. as Manager | ||||
| KATONAH III, LTD. | ||||
| By: | /s/ Ralph Della Rocca | |||
| Title: | Authorized Officer | |||
| Katonah Capital, L.L.C. as Manager | ||||
| KATONAH IV, LTD. | ||||
| By: | /s/ Ralph Della Rocca | |||
| Title: | Authorized Officer | |||
| Katonah Capital, L.L.C. as Manager | ||||
| KATONAH V, LTD. | ||
| By: | /s/ Ralph Della Rocca | |
| Title: | Authorized Officer | |
| Katonah Capital, L.L.C. as Manager | ||
| KZH PONDVIEW LLC | ||
| By: | /s/ Dorian Herrera | |
| Title: | Authorized Agent | |
| LEHMAN COMMERCIAL PAPER INC. | ||
| By: | /s/ Ritam Bhalla | |
| Title: | Authorized Signatory | |
| LIGHTPOINT CLO 2004-1, LTD. | ||
| By: | /s/ Thomas A. Kramer | |
| Title: | Senior Managing Director & Chief Executive Officer | |
| MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services | ||
| By: | /s/ Kelli O’ Connell | |
| Title: | Vice President | |
| METLIFE BANK NATIONAL ASSOCIATION | ||
| By: | /s/ Lawrence | |
| Title: | Director | |
| METROPOLITAN LIFE INSURANCE COMPANY | ||
| By: | /s/ Susan Garrett | |
| Title: | Director | |
| VENTURE III CDO LIMITED | ||
By: its investment advisor, MJX Asset Management LLC | ||
| By: | /s/ Martin Davey | |
| Title: | Managing Director | |
| VENTURE IV CDO LIMITED | ||||
| By: | its investment advisor, | |||
| MJX Asset Management LLC | ||||
| By: | /s/ Martin Davey | |||
| Title: | Managing Director | |||
| NATIONAL CITY BANK | ||||
| By: | /s/ Gavin D. Young | |||
| Title: | Assistant Vice President | |||
| NATIONAL PENN BANK | ||||
| By: | /s/ Brett A. Gibble | |||
| Title: | Vice President | |||
| NATIOWIDE MUTUAL INSURANCE CO. | ||||
| By: | /s/ Thomas S. Leggett | |||
| Title: | Associate Vice President, Public Bonds | |||
| NATIOWIDE LIFE INSURANCE CO. | ||||
| By: | /s/ Thomas S. Leggett | |||
| Title: | Associate Vice President, Public Bonds | |||
| NOMURA BOND & LOAN FUND | ||||
| By: | UFJ Trust Bank Limited as Trustee | |||
| By: | Nomura Corporate Research and Asset Management Inc., Attorney in Fact | |||
| By: | /s/ Elizabeth Mack | |||
| Title: | Authorized Officer | |||
| CLYDESDALE CLO 2001-1, LTD. | ||||
| By: | Nomura Corporate Research and Asset Management Inc., as Collateral Manager | |||
| By: | /s/ Elizabeth Mack | |||
| Title: | Authorized Officer | |||
| CLYDESDALE CLO 2003, LTD. | ||||
| By: | Nomura Corporate Research and Asset Management Inc., as Collateral Manager | |||
| By: | /s/ Elizabeth Mack | |||
| Title: | Authorized Officer | |||
| CLYDESDALE CLO 2004, LTD. | ||||
| By: | Nomura Corporate Research and Asset Management Inc., as Collateral Manager | |||
| By: | /s/ Elizabeth Mack | |||
| Title: | Authorized Officer | |||
| ELF FUNDING TRUST III | ||||
| By: | New York Life Investment Management LLC, as Attorney-In-Fact | |||
| By: | /s/ Robert H. Dial | |||
| Title: | Managing Director | |||
| NYLIM FLATIRON CLO 2003-I LTD. | ||||
| By: | New York Life Investment Management LLC, as Collateral Manager and Attorney-In-Fact | |||
| By: | /s/ Robert H. Dial | |||
| Title: | Managing Director | |||
| NYLIM FLATIRON CLO 2004-I LTD. | ||||
| By: | New York Life Investment Management LLC, as Collateral Manager and Attorney-In-Fact | |||
| By: | /s/ Robert H. Dial | |||
| Title: | Managing Director | |||
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION | ||||
| By: | New York Life Investment Management LLC, its Investment Manager | |||
| By: | /s/ Robert H. Dial | |||
| Title: | Managing Director | |||
| NEW YORK LIFE INSURANCE COMPANY | ||||
| By: | /s/ Robert H. Dial | |||
| Title: | Managing Director | |||
| MOUNTAIN CAPITAL CLO 11 LTD. | ||||
| By: | /s/ Chris Siddons | |||
| Title: | Director | |||
| PINEHURST TRADING, INC. | ||||
| By: | /s/ Meredith J. Koslick | |||
| Title: | Assistant Vice President | |||
| PPM SPYGLASS FUNDING TRUST | ||||
| By: | /s/ Ann E. Morris | |||
| Title: | Assistant Vice President | |||
| PPM MONARCH BAY FUNDING LLC | ||||
| By: | /s/ Meredith J. Koslick | |||
| Title: | Assistant Vice President | |||
| PPM SHADOW CREEK FUNDING LLC | ||||
| By: | /s/ Meredith J. Koslick | |||
| Title: | Assistant Vice President | |||
| LOAN FUNDING V, LLC | ||||
| By: | Loan Funding V, LLC, for itself or as agent for Corporate Loan Funding V LLC | |||
| By: | Prudential Investment Management, Inc. as Portfolio Manager | |||
| By: | /s/ Martha Tuttle | |||
| Title: | Principal | |||
| DRYDEN III-LEVERAGED LOAN CDO 2002 | ||||
| By: | Prudential Investment Management, Inc. as Collateral Manager | |||
| By: | /s/ Martha Tuttle | |||
| Title: | Principal | |||
| HUDSON STRAITS CLO 2004, LTD. | ||||
| By: | Royal Bank of Canada, as Collateral Manager | |||
| By: | /s/ Melissa Marano | |||
| Title: | Authorized Signatory | |||
SUN LIFE ASSURANCE COMPANY OF CANADA (US) | ||||
| By: | Fairlead Capital Management, Inc. as Sub-Advisor | |||
| By: | /s/ Melissa Marano | |||
| Title: | Vice President & Senior Portfolio Manager | |||
| FOXE BASIN CLO 2003, LTD. | ||||
| By: | Royal Bank of Canada, as Collateral Manager | |||
| By: | /s/ Melissa Marano | |||
| Title: | Authorized Signatory | |||
| REGIMENT CAPITAL, LTD | ||||
| By: | Regiment Capital Management, LLC as its Investment Advisor | |||
| By: | Regiment Capital Advisors, LLC its Manager and Pursuant to delegated authority | |||
| By: | /s/ Timothy S. Peterson | |||
| Title: | President | |||
| RZB FINANCE LLC | ||
| By: | /s/ John A. Valiska | |
| Title: | First Vice President | |
| By: | /s/ Christoph Hoedl | |
| Title: | Group Vice President | |
| SOVEREIGN BANK | ||||
| By: | /s/ Kimberly Tavares | |||
| Title: | Vice President | |||
| STANWICH LOAN FUNDING LLC | ||||
| By: | /s/ Meredith J. Koslick | |||
| Title: | Assistant Vice President | |||
THE SUMITOMO TRUST & BANKING CO., LTD. New York Branch | ||||
| By: | /s/ Elizabeth A. Quirk | |||
| Title: | Vice President | |||
| GALAXY CLO 2003-1, LTD. | ||||
| By: | AIG Global Investment Corp. Its Investment Adviser | |||
| By: | /s/ W. Jeffrey Baxter | |||
| Title: | Vice President | |||
SUNAMERICA SENIOR FLOATING RATE FUND | ||||
| By: | AIG Global Investment Corp. Its Investment Adviser | |||
| By: | /s/ W. Jeffrey Baxter | |||
| Title: | Vice President | |||
| KZH SOLEIL LLC | ||||
| By: | /s/ Dorian Herrera | |||
| Title: | Authorized Agent | |||
| KZH SOLEIL-2 LLC | ||||
| By: | /s/ Dorian Herrera | |||
| Title: | Authorized Agent | |||
| TCW SELECT LOAN FUND, LIMITED | ||||
| By: | TCW Advisors, Inc. its Collateral Manager | |||
| By: | /s/ Matthew A. Miller | |||
| Title: | Managing Director | |||
| By: | /s/ Jonathan R. Insull | |||
| Title: | Managing Director | |||
| FIRST 2004-I CLO, LTD. | ||||
| By: | TCW Advisors, Inc. its Collateral Manager | |||
| By: | /s/ Matthew A. Miller | |||
| Title: | Managing Director | |||
| By: | /s/ Jonathan R. Insull | |||
| Title: | Managing Director | |||
| FIRST 2004-II CLO, LTD. | ||||
| By: | TCW Advisors, Inc. its Collateral Manager | |||
| By: | /s/ Matthew A. Miller | |||
| Title: | Managing Director | |||
| By: | /s/ Jonathan R. Insull | |||
| Title: | Managing Director | |||
LOAN FUNDING I LLC | ||||
| By: | TCW Advisors, Inc., as portfolio Manager of Loan Funding I LLC | |||
| By: | /s/ Matthew A. Miller | |||
| Title: | Managing Director | |||
| By: | /s/ Jonathan R. Insull | |||
| Title: | Managing Director | |||
| CELERITY CDO LTD. | ||||
| By: | TCW Advisors, Inc., as Agent | |||
| By: | /s/ Matthew A. Miller | |||
| Title: | Managing Director | |||
| By: | /s/ Jonathan R. Insull | |||
| Title: | Managing Director | |||
| VELOCITY CLO, LTD. | ||||
| By: | TCW Advisors, Inc., its Collateral Manager | |||
| By: | /s/ Matthew A. Miller | |||
| Title: | Managing Director | |||
| By: | /s/ Jonathan R. Insull | |||
| Title: | Managing Director | |||
| C-SQUARE CDO LTD. | ||||
| By: | TCW Advisors, Inc., as its Portfolio Manager | |||
| By: | /s/ Jonathan R. Insull | |||
| Title: | Managing Director | |||
| KZH CRESCENT-3 LLC | ||||
| By: | /s/ Dorian Herrera | |||
| Title: | Authorized Agent | |||
| TORONTO DOMINION (NEW YORK) LLC | ||||
| By: | /s/ Masson Fikree | |||
| Title: | Authorized Signatory | |||
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC. | ||||
| By: | Travelers Asset Management International Company LLC | |||
| By: | /s/ John O’Connell | |||
| Title: | Vice President | |||
| COLUMBUS LOAN FUNDING LTD. | ||
| By: | Travelers Asset Management International Company LLC | |
| By: | /s/ John O’Connell | |
| Title: | Vice President | |
| THE TRAVELERS INSURANCE COMPANY | ||
| By: | /s/ Allen R. Cantrell | |
| Title: | Investment Officer | |
CITICORP INSURANCE AND INVESTMENT TRUST | ||
| By: | Travelers Asset Management International Company LLC | |
| By: | /s/ Allen R. Cantrell | |
| Title: | Investment Officer | |
| SAWGRASS TRADING LLC | ||
| By: | /s/ Meredith J. Koslick | |
| Title: | Assistant Vice President | |
WACHOVIA BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ Michael V. Petrine | |
| Title: | Vice President | |
| WHITEHORSE I LTD. | ||
| By: | /s/ Jay Carvell | |
| Title: | Portfolio Manager | |
SCHEDULE XV
Montecchio Start-Up Costs (in 000s):
FY’04 Q4 | FY’05 Q1 | FY’05 Q2 | FY’05 Q3 | FY’05 Q4 | ||||
| €877 | €912 | €850 | €875 | €500 |
Include production overlap at the Alismano plant, start-up overhead, training and hiring direct labor, material usage and scrap costs at the Montecchio plant.
FIAMM Corporate Fees (in 000s):
FY’04 Q4 | FY’05 Q1 | FY’05 Q2 | FY’05 Q3 | FY’05 Q4 | FY’06 Q1 | ||||||||||
| €293 | € | 288 | € | 240 | € | 279 | € | 293 | € | 288 | |||||
Includes FIAMM corporate staff costs charged to the motive power battery business.
Dollar Equivalents of the foregoing add-backs will be computed in accordance with the requirements of Section 13.21(b) of the Credit Agreement.
