Exhibit 10.5
SIXTH AMENDMENT
THIS SIXTH AMENDMENT (this "Amendment") dated as of April 4, 2001, to the
Credit Agreement referenced below, is by and among C&D Technologies, Inc., a
Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower
identified as "Guarantors" on the signature pages hereto, the Lenders identified
on the signature pages hereto, and Bank of America, N.A., a national banking
association formerly known as NationsBank, N.A., as Administrative Agent (in
such capacity, the "Administrative Agent"). Capitalized terms used herein but
not otherwise defined herein shall have the meanings provided to such terms in
the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $220 million credit facility has been extended to the Borrower
pursuant to the terms of that Credit Agreement dated as of March 1, 1999 (as
amended and modified from time to time, the "Credit Agreement") among the
Borrower, the Subsidiaries of the Borrower identified as "Guarantors" therein,
the Lenders identified therein and the Administrative Agent;
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement;
WHEREAS, the Required Lenders have agreed to the requested modifications on
the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENTS. In Section 8.1 of the Credit Agreement, clauses (j) and
(k) thereof are renumbered as clause (k) and (l) thereof, and a new clause (j)
is added thereto to read as follows:
(j) Indebtedness of C&D Holdings Limited, a company formed under the
laws of the United Kingdom, of up to Twenty Million British
Pounds Sterling under an unsecured revolving credit facility;
2. COVENANTS. The Borrower covenants and agrees that (a) the Borrower
will cause C&D Holdings Limited, a company formed under the laws of the United
Kingdom ("UK Newco"), to repay in full the intracompany loan owing by UK Newco
to C&D International Investment Holdings, Inc., a Delaware corporation ("US
Newco"), in the amount of Twenty Million British Pounds Sterling with the
initial borrowing under the unsecured revolving credit facility entered into by
UK Newco and certain lenders, (b) the Borrower will cause US Newco to loan or
otherwise distribute Twenty Million British Pounds Sterling to the Borrower
promptly upon receipt by US Newco of such amount from UK Newco; and (c) the
Borrower will repay the outstanding Loans in a dollar amount equivalent to
Twenty Million British Pounds Sterling promptly upon receipt by the Borrower of
such amount from US Newco.
3. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. The Credit Parties
hereby affirm that the representations and warranties set forth in the Credit
Documents are true and correct as of the date hereof after giving effect to this
Amendment (except those which expressly relate to an earlier period).
4. REAFFIRMATION OF GUARANTY. Each of the Guarantors (i) acknowledges
and consents to all of the terms and conditions of this Amendment, (ii) affirms
all of its obligations under the Credit Documents and (iii) agrees that this
Amendment and all documents executed in connection herewith do not operate to
reduce or discharge the Guarantors' obligations under the Credit Agreement or
the other Credit Documents.
5. NO OTHER CHANGES. Except as modified hereby, all of the terms and
provisions of the Credit Agreement and the other Credit Documents (including the
schedules and exhibits thereto) shall remain in full force and effect.
6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Amendment to
produce or account for more than one such counterpart.
7. GOVERNING LAW. This Amendment shall be deemed to be a contract made
under, and for all purposes shall be construed in accordance with, the laws of
the State of New York.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Sixth Amendment to be duly executed and delivered as of the date first
above written.
BORROWERS: C&D TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ Stephen E. Markert, Jr.
--------------------------
Name: Stephen E. Markert, Jr.
Title: Chief Financial Officer
GUARANTORS: C&D CHARTER HOLDINGS, INC.,
a Delaware corporation
C&D INTERNATIONAL INVESTMENT HOLDINGS INC.,
a Delaware corporation
By: /s/ Robert T. Marley
--------------------------
Name: Robert T. Marley
Title: Vice President and Treasurer
[Signature Pages Continue]
LENDERS: BANK OF AMERICA, N.A.,
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individually in its capacity as a Lender
and in its capacity as Administrative Agent
By: /s/ Robert M. Searson
-------------------------
Name: Robert M. Searson
Title: SVP
MELLON BANK, N.A.
By:
-------------------------
Name:
Title:
COMERICA BANK
By: /s/ Robert P. Wilson
-------------------------
Name: Robert P. Wilson
Title: Assistant Vice President
BANK ONE, NA
(f/k/a THE FIRST NATIONAL BANK OF CHICAGO)
By: /s/ Andrea S. Kantor
--------------------------
Name: Andrea S. Kantor
Title: First VP
ALLFIRST BANK
By:
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Name:
Title:
THE BANK OF NEW YORK
By: /s/ Linda Mae Coppa
--------------------------
Name: Linda Mae Coppa
Title: Vice President
LASALLE NATIONAL BANK
By: /s/ Stephen L. Mayor
--------------------------
Name: Stephen L. Mayor
Title: First Vice President
[Signature Pages Continue]
FIRST UNION NATIONAL BANK
By: /s/ Eric C. Tan
-------------------------
Name: Eric C. Tan
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Frank A. Pugliese
-------------------------
Name: Frank A. Pugliese
Title: Vice President
THE CHASE MANHATTAN BANK
By:
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Name:
Title:
FLEET NATIONAL BANK
By:/s/ Stacey A. Hamilton
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Name: Stacey A. Hamilton
Title: Vice President