Exhibit 10.4
LENDER JOINDER AGREEMENT
THIS LENDER JOINDER AGREEMENT (this "Agreement") dated as of August 3,
2004 to the Credit Agreement referenced below is among C&D TECHNOLOGIES, INC., a
Delaware corporation (the "Parent"), C&D INTERNATIONAL INVESTMENT HOLDINGS INC.,
a Delaware corporation ("International", and together with the Parent, the
"Borrowers"), the Guarantors identified on the signature pages hereto (the
"Guarantors"), SOVEREIGN BANK (the "New Lender") and BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, the "Administrative Agent").
WITNESSETH
WHEREAS, a $175 million credit facility has been extended to the
Borrower pursuant to the terms of the Amended and Restated Credit Agreement (as
amended, modified and supplemented from time to time, the "Credit Agreement")
dated as of June 30, 2004 among the Borrowers, the Guarantors, the Lenders
identified therein and the Administrative Agent;
WHEREAS, pursuant to Section 2.01(c) of the Credit Agreement, the
Parent has the right to increase the Aggregate Revolving Commitments by up to
$25 million with new Revolving Commitments from any Person selected by the
Parent and approved by the Administrative Agent; and
WHEREAS, the New Lender has agreed to provide a $10 million Revolving
Commitment under the Credit Agreement on the terms 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. Defined Terms. Capitalized terms used herein but not defined herein
shall have the meanings assigned to such terms in the Credit Agreement.
2. Revolving Commitment. The New Lender hereby agrees that from and
after the date hereof the New Lender shall have a Revolving Commitment of $10
million under the Credit Agreement. The Borrowers, the Guarantors and the New
Lender hereby acknowledge, agree and confirm that the New Lender shall from and
after the date hereof be deemed to be a party to the Credit Agreement and a
"Lender" for all purposes of the Credit Agreement and the other Loan Documents,
and shall have all of the rights and obligations of a Lender under the Credit
Agreement and the other Loan Documents as if the New Lender had executed the
Credit Agreement.
3. Conditions Precedent. This Agreement shall be effective as of the
date hereof upon satisfaction of each of the following conditions precedent:
(a) receipt by the Administrative Agent of this Agreement
executed by the Borrowers, the Guarantors and the New Lender;
(b) receipt by the Administrative Agent of a Revolving Note
for the New Lender; and
(c) receipt by the Administrative Agent of a certificate from
the secretary of each Loan Party certifying that the resolutions of
such Loan Party delivered to the Administrative Agent on the Closing
Date have not been in any way amended, annulled, rescinded or revoked
and are in full force and effect on the date hereof.
4. Notices. The applicable address, facsimile number and electronic
mail address of the New Lender for purposes of Section 11.02 of the Credit
Agreement are as set forth in the administrative questionnaire delivered by the
New Lender to the Administrative Agent and the Borrower on or before the date
hereof or to such other address, facsimile number and electronic mail address as
shall be designated by the New Lender in a notice to the Administrative Agent
and the Borrower.
5. Reaffirmation of Guaranty. Each Guarantor (a) acknowledges and
consents to all of the terms and conditions of this Agreement, (b) agrees that
this Agreement and all documents executed in connection herewith do not operate
to reduce or discharge such Guarantor's obligations under the Loan Documents and
(c) agrees that this Agreement shall in no manner impair or otherwise adversely
effect any of the Liens granted in or pursuant to the Loan Documents.
6. Acknowledgment by Agent. The Administrative Agent hereby
acknowledges and agrees that the New Lender is reasonably acceptable to the
Administrative Agent and the Administrative Agent hereby approves the selection
of the New Lender.
7. Governing Law. This Agreement 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.
8. Counterparts. This Agreement may be executed (a) in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute one contract and (b) by facsimile signature,
which shall be deemed for all purposes to be an original signature.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Borrower, the Guarantors, the New Lender and
the Administrative Agent have caused this Agreement to be executed by their
officers thereunto duly authorized as of the date hereof.
PARENT: C&D TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ Stephen E. Markert, Jr.
-----------------------------------------
Name: Stephen E. Markert, Jr.
Title: Chief Financial Officer
INTERNATIONAL: C&D INTERNATIONAL INVESTMENT HOLDINGS INC.,
a Delaware corporation
By: /s/ Robert T. Marley
-----------------------------------------
Name: Robert T. Marley
Title: Vice President and Treasurer
GUARANTORS: C&D CHARTER HOLDINGS, INC.,
a Delaware corporation
DATEL, INC.,
a Delaware corporation
DATEL SYSTEMS, INC.,
a Massachusetts corporation
By: /s/ Robert T. Marley
-----------------------------------------
Name: Robert T. Marley
Title: Vice President and Treasurer
of each foregoing Guarantor
DATEL HOLDING CORPORATION,
a Delaware corporation
By: /s/ James D. Johnson
-----------------------------------------
Name: James D. Johnson
Title: President
NEW LENDER: SOVEREIGN BANK
By: /s/ Karl F. Schultz
-----------------------------------------
Name: Karl F. Schultz
Title: Vice President
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Charles R. Dickerson
-----------------------------------------
Name: Charles R. Dickerson
Title: Senior Vice President