Exhibit 10.21
AMENDMENT NO. 4 TO
LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT, dated as of April 13, 2007
(this "Amendment"), by and among Wachovia Bank, National Association, in its
capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting
for and on behalf of the financial institutions which are parties thereto as
lenders (in such capacity, "Agent"), the financial institutions which are
parties to the Loan Agreement as lenders (individually, each a "Lender" and
collectively, "Lenders"), C&D Technologies, Inc., a Delaware corporation
("Parent"), C&D Technologies (Datel), Inc., a Delaware corporation ("Datel"),
C&D Technologies (CPS) LLC, a Delaware limited liability company ("CPS, and
together with Parent and Datel, each individually a "Borrower" and collectively,
"Borrowers"), C&D Charter Holdings, Inc., a Delaware corporation ("Charter"),
C&D Dynamo Corp., a Delaware corporation ("Dynamo"), Dynamo Acquisition Corp., a
Delaware corporation ("Acquisition"), C&D International Investment Holdings
Inc., a Delaware corporation ("International") and Datel Holding Corporation, a
Delaware corporation ("Datel Holding", and together with Charter, Dynamo,
Acquisition and International, each individually a "Guarantor" and collectively,
"Guarantors". All capitalized terms used herein shall have the meanings assigned
thereto in the Loan Agreement unless otherwise defined herein.
W I T N E S S E T H :
WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into
financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders)
have made and may make loans and advances and provide other financial
accommodations to Borrowers as set forth in the Loan and Security Agreement,
dated December 7, 2005, by and among Agent, Lenders, Borrowers and Guarantors
(as amended by Amendment No. 1 to Loan and Security Agreement, dated March 30,
2006, Consent, Waiver, Amendment No. 2 to Loan and Security Agreement, dated as
of June 14, 2006 and Consent and Amendment No. 3 to Loan and Security Agreement,
dated as of December 21, 2006 and as the same may hereafter be further amended,
modified, supplemented, extended, renewed, restated or replaced, the "Loan
Agreement"), and the other agreements, documents and instruments referred to
therein or at any time executed and/or delivered in connection therewith or
related thereto, including, but not limited to, this Amendment (all of the
foregoing, together with the Loan Agreement, as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, being collectively referred to herein as the "Financing Agreements");
WHEREAS, Borrowers have requested that Agent and Lenders agree to certain
amendments to the Loan Agreement, and Agent and Lenders are willing to agree to
such amendments, subject to the terms and conditions contained herein; and
WHEREAS, by this Amendment, Borrowers, Guarantors, Agent and Lenders
desire and intend to evidence such amendments;
NOW, THEREFORE, in consideration of the foregoing, the mutual agreements
and
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Additional Definitions. As used herein, the following terms shall have
the meanings given to them below and the Loan Agreement shall be deemed and is
hereby amended to include, in addition and not in limitation, the following
definitions:
"Category 1 Raw Materials" shall mean all types of lead including pure
lead, lead alloys and oxidized lead, whether in ingot or powder form, and all
expanders including any and all dry chemical compounds comprised of carbon
blank, indulin, barytes and other components that are used in the production of
the negative elements of a battery.
"Category 2 Raw Materials" shall mean all raw materials made of copper and
brass, including buss bars, cable, wire, mag wire, wire harnesses, cable
assemblies, and inserts.
"Category 1 Work-in-Process" shall mean any and all batteries which have
completed the assembly process and are complete from a materials standpoint, but
have not yet been electrically activated, but excluding acid.
"Category 2 Work-in-Process" shall mean (a) any and all lead, either pure
or alloyed, which has been heated, liquefied and poured into a mold, resulting
in a grid; and (b) any and all grids which have had a lead oxide compound
applied to their interior space.
"Eligible Foreign LC Account" shall have the meaning given to such term in
Section 1.42 hereof.
"Eligible Foreign Non-LC Account" shall have the meaning given to such
term in Section 1.42 hereof.
"Warranty Reserve" shall mean, without limitation upon the rights of Agent
to establish and maintain other Reserves under the Loan Agreement, an additional
Reserve in an amount equal to the full amount of the accrued potential liability
of Borrowers in respect of warranties extended to their customers in connection
with the sale of Inventory at any given time calculated pursuant to the
methodology historically utilized by Borrowers (based upon the immediately
preceding 5-year period) to establish such potential liability ("the Exposure");
provided, however, that the amount of the Warranty Reserve shall be reduced by
an amount equal to seventy-five (75%) percent of the difference between the
Exposure and the aggregate amount of the actual expenses incurred by Borrowers
in respect of such warranties during the immediately preceding four quarters.
The Warranty Reserve shall constitute a Reserve for all purposes under the Loan
Agreement.
2. Amendments of Defined Terms.
(a) Section 1.10 of the Loan Agreement is hereby deleted in its
entirety and the following substituted therefor:
"Availability Block" shall mean the amount of $10,000,000."
(b) Section 1.15 of the Loan Agreement is hereby deleted in its
entirety and the following substituted therefor:
"Borrowing Base" shall mean, at any time, the amount equal to:
(a) the amount equal to:
(i) eighty-five (85%) percent of the Eligible
Accounts, plus
(ii) the lesser of
(A) the Inventory Loan Limit or
(B) the sum of:
(1) the lesser of seventy (70%)
percent multiplied by the Value
of the Eligible Inventory
consisting of finished goods or
ninety (90%) percent of the Net
Recovery Percentage multiplied
by the Value of such Eligible
Inventory, plus
(2) the lesser of ten (10%) percent
multiplied by the Value of the
Eligible Inventory consisting of
raw materials other than
Category 1 Raw Materials or
Category 2 Raw Materials or
eighty five (85%) percent of the
Net Recovery Percentage
multiplied by the Value of such
Inventory, plus
(3) the lesser of sixty five (65%)
percent multiplied by the Value
of the Eligible Inventory
consisting of Category 1 Raw
Materials or eighty five (85%)
percent of the Net Recovery
Percentage multiplied by the
Value of such Inventory, plus
(4) the lesser of thirty six (36%)
percent multiplied by the Value
of the Eligible Inventory
consisting of Category 2 Raw
Materials or eighty five (85%)
of the Net Recovery Percentage
multiplied by the Value of such
Inventory, plus
(5) the lesser of thirty eight (38%)
percent multiplied by the Value
of the Eligible Inventory
consisting of Category 1
Work-in-Process or eighty five
(85%) percent of the Net
Recovery Percentage multiplied
by the Value of such Inventory,
plus
(6) the lesser of fifty nine (59%)
percent multiplied by the Value
of the Eligible Inventory
consisting of Category
2 Work-in-Process or eighty five
(85%) percent of the Net
Recovery Percentage multiplied
by the Value of such Inventory,
plus
(iii) Equipment Availability, minus
(b) Reserves, including the Warranty Reserve.
For purposes only of applying the Inventory Loan Limit, Agent
may treat the then undrawn amounts of outstanding Letters of
Credit for the purpose of purchasing Eligible Inventory as
Loans to the extent Agent is in effect basing the issuance of
the Letter of Credit on the Value of the Eligible Inventory
being purchased with such Letter of Credit. In determining the
actual amounts of such Letter of Credit to be so treated for
purposes of the Inventory Loan Limit, the outstanding Loans
and Reserves shall be attributed first to any components of
the lending formulas set forth above that are not subject to
such sublimit, before being attributed to the components of
the lending formulas subject to such sublimit. The amounts of
Eligible Inventory shall, at Agent's option, be determined
based on the lesser of the amount of Inventory set forth in
the general ledger of Borrowers or the perpetual inventory
record maintained by Borrowers. Notwithstanding anything to
the contrary contained herein, the maximum outstanding amount
of Revolving Loans made under Section 2.1 hereof against
Eligible Foreign Non-LC Accounts (as defined in Section 1.42
hereof) shall not exceed $10,000,000 at any given time.
Notwithstanding anything to the contrary contained herein, the
percentages set forth above with respect to Category 1 Raw
Materials, Category 2 Raw Materials, Category 1
Work-in-Process and Category 2 Work-in-Process shall be
subject to reduction by Agent on the basis of any appraisals
of such Inventory, as applicable, provided to or conducted by
or on behalf of Agent in accordance with the terms hereof.
Notwithstanding anything herein to the contrary, a single
advance rate in respect of all raw materials constituting
Eligible Inventory equal to the lesser of twenty (20%) percent
multiplied by the Value of the Eligible Inventory consisting
of raw materials or ninety (90%) percent of the Net Recovery
Percentage multiplied by the Value of such Inventory shall be
substituted for clauses 1.15(a)(B)(2), (3) and (4) and shall
be applicable unless and until the Borrowers shall, at any
time and from time to time, elect to segregate and separately
identify and report to Agent the respective types of raw
materials by category. Effective upon the date of the
reporting of the next regularly scheduled borrowing base
hereunder, following not less than five (5) Business Days'
written notification of such election by Borrowers to Agent,
the multiple advance rates in respect of categories of raw
materials set forth above shall apply. Borrowers may at any
time upon five (5) Business Days' prior written notice to
Agent revoke their election to segregate and separately
identify and report to Agent the respective types of raw
materials by category, at which time the single advance rate
in respect of all raw materials
constituting Eligible Inventory shall apply effective upon the
date of the reporting of the next regularly scheduled
borrowing base hereunder."
(c) Section 1.22 of the Loan Agreement is hereby deleted in its
entirety and the following substituted therefor:
"Cash Dominion Event" shall mean that (a) a Default or
Event of Default shall exist or have occurred and be
continuing or (b) Excess Availability shall be less than
$15,000,000 for any three (3) consecutive days.
(d) Section 1.23 of the Loan Agreement is hereby deleted in its
entirety and the following substituted therefor:
"Cash Dominion Termination" shall mean, after the
occurrence of a Cash Dominion Event, that Excess
Availability is equal to or greater than $15,000,000 for
each of ninety (90) consecutive days and no Default or
Event of Default shall exist or have occurred and be
continuing at any time during such period of ninety (90)
consecutive days and including the last day of such
period."
(e) Section 1.41 of the Loan Agreement is hereby amended by
deleting the word "plus" at the end of clause (d) thereof,
substituting a period "." therefor and deleting clause (e) of
such definition in its entirety.
(f) Section 1.42 of the Loan Agreement is hereby amended by
deleting subsection (e) thereof in its entirety and
substituting the following therefor:
"(e) the chief executive office of the account debtor
with respect to such Accounts is located in the United
States of America or Canada (provided, that, at any time
promptly upon Agent's request, such Borrower shall
execute and deliver, or cause to be executed and
delivered, such other agreements, documents and
instruments as may be required by Agent to perfect the
security interests of Agent in those Accounts of an
account debtor with its chief executive office or
principal place of business in Canada in accordance with
the applicable laws of the Province or Territory of
Canada in which such chief executive office or principal
place of business is located and take or cause to be
taken such other and further actions as Agent may
request to enable Agent as secured party with respect
thereto to collect such Accounts under the applicable
Federal, Provincial or Territorial laws of Canada) or,
at
Agent's option, if the chief executive office and
principal place of business of the account debtor with
respect to such Accounts is located other than in the
United States of America or Canada, but in a foreign
jurisdiction otherwise acceptable to Agent, then if
either: (i) the account debtor has delivered to such
Borrower an irrevocable letter of credit issued or
confirmed by a bank satisfactory to Agent and payable
only in US Dollars, sufficient to cover such Account, in
form and substance satisfactory to Agent and if required
by Agent, the original of such letter of credit has been
delivered to Agent or Agent's agent and the issuer
thereof, and such Borrower has complied with the terms
of Section 5.2(f) hereof with respect to the assignment
of the proceeds of such letter of credit to Agent or
naming Agent as transferee beneficiary thereunder, as
Agent may specify ("Eligible Foreign LC Account"), or
(ii) such Account is otherwise acceptable in all
respects to Agent pursuant to the eligibility criteria
set forth in this Agreement ("Eligible Foreign Non-LC
Account"); provided, that, nothing herein shall limit
the rights of Agent at any time to require such
agreements, documents and instruments with respect to
the perfection of Agent's security interests in Eligible
Foreign Non-LC Accounts and/or to require such credit
insurance with respect thereto as Agent may reasonably
request."
(g) Section 1.43(a) of the Loan Agreement is hereby amended by
deleting the reference to "work-in-process" therein and
substituting the following therefor: "work in process other
than Category 1 Work-in-Process and Category 2 Work-in-Process
that otherwise satisfies the criteria for Eligible Inventory".
(h) Section 1.43 of the Loan Agreement is hereby amended by
deleting subsection (f) thereof in its entirety and
substituting the following therefor:
"(f) Inventory at premises other than those owned or
leased and controlled by any Borrower; provided, that,
Inventory at any one or more such premises shall
constitute Eligible Inventory if, as to each such
location of Inventory, (i) the Inventory has a value in
excess of $100,000, (ii) the Inventory would otherwise
be deemed Eligible Inventory, (iii) Agent has received a
Collateral Access Agreement from the owner and operator
with respect to such location, duly authorized, executed
and delivered by such owner and operator, and (iv) to
the extent required by Agent, Agent has received: (A)
UCC
financing statements between the owner and operator with
respect to such location, as consignee or bailee, and
such Borrower, as consignor or bailor, in form and
substance satisfactory to Agent, which are duly assigned
to Agent and (B) written notice to any lender to the
owner and operator with respect to such location of the
first priority security interest of Agent in such
Inventory;"
(i) Section 1.63 of the Loan Agreement is hereby amended by
deleting the word "minus" at the end of clause (f) thereof,
substituting a period "." therefor and deleting clause (g) of
such definition in its entirety.
3. Amended Provisions.
(a) Section 9.8 of the Loan Agreement is hereby amended by adding
the following subsection (m) at the end thereof:
"(m) the security interests in and liens upon assets of
the Foreign Subsidiaries organized under the laws of
Mexico and identified in Section 9.9(f)(iii) in
connection with Indebtedness permitted under such
Section 9.9(f)(iii)."
(b) Section 9.9(f) of the Loan Agreement is hereby deleted in its
entirety and the following substituted therefor:
"(f) Indebtedness (i) of any Foreign Subsidiary arising
after the date hereof; provided, that, (A) as to any
such Indebtedness, no Borrower or Guarantor shall
(except as provided in subclauses (ii)or (iii) of this
clause (f)) be directly or indirectly liable (by virtue
of such Borrower or Guarantor being the primary obligor
on, guarantor of, or otherwise liable in any respect of
such Indebtedness), and (B) any default by a Foreign
Subsidiary in respect of such Indebtedness shall not
constitute a default in respect of any Indebtedness of a
Borrower or Guarantor; and (ii) in the form of unsecured
guarantees of Indebtedness of Foreign Subsidiaries other
than those identified in clause (iii) below, in an
aggregate amount at any time not to exceed the lesser of
(A) the US Dollar Equivalent of $1,000,000 and (B) the
amount equal to the US Dollar Equivalent of $1,000,000
minus the aggregate outstanding amount of loans and
advances by Borrowers and Guarantors to Foreign
Subsidiaries pursuant to Section 1.107(f) hereof; and
(iii) in the form of unsecured guarantees by Borrowers
of Indebtedness
incurred by C&D Technologies de Mexico, S.A., de C.V.
and/or C&D Technologies Reynosa, S. De R.L. de C.V. for
working capital purposes in an aggregate amount at any
time outstanding not to exceed the US Dollar Equivalent
of US$10,000,000 minus the aggregate outstanding amount
of repayments in respect of such Indebtedness; provided,
that, each of the following conditions is satisfied by
Borrowers as determined by Agent: (1)Agent shall have
received not less than ten (10) Business Days' prior
written notice of the intention to incur such
Indebtedness, which notice shall set forth in reasonable
detail satisfactory to Agent, the amount of such
Indebtedness, the schedule of repayments and maturity
date with respect thereto and such other information
with respect thereto as Agent may reasonably request,
(2) Agent shall have received true, correct and complete
copies of all agreements, documents and instruments
evidencing or otherwise related to such Indebtedness, as
duly authorized, executed and delivered by the parties
thereto and (3) as of the date of incurring such
Indebtedness and after giving effect to such
Indebtedness, no Default or Event of Default shall exist
or have occurred."
(c) Section 9.17 of the Loan Agreement is hereby deleted in its
entirety and the following substituted therefor:
"Fixed Charge Coverage Ratio. At any time that Excess
Availability is less than $10,000,000, the Fixed Charge
Coverage Ratio of Parent and its Subsidiaries (on a
consolidated basis) for the quarter ending April 30,
2007 and for each period set forth below, shall be not
less than 1.10:1.00:
Period
------
5/1/07-5/31/07
5/1/07-6/30/07
5/1/07-7/31/07
5/1/07-8/31/07
5/1/07-9/30/07
5/1/07-10/31/07
5/1/07-11/30/07
5/1/07-12/31/07
5/1/07-1/31/08 and the
twelve-month period
ending on the last day of
each month thereafter"
4. Representations, Warranties and Covenants. Borrowers and Guarantors
represent, warrant and covenant with and to Agent and Lenders as follows, which
representations, warranties and covenants are continuing and shall survive the
execution and delivery hereof, and the truth and accuracy of, or compliance with
each, together with the representations, warranties and covenants in the other
Financing Agreements, being a continuing condition of the making of Loans by
Lenders (or Agent on behalf of Lenders) to Borrowers:
(a) neither the execution, delivery and performance of this
Amendment, or any other Financing Agreements in connection
herewith, nor the consummation of the transactions herein or
therein contemplated, are in contravention of law or any
indenture, agreement or undertaking to which any Borrower or
Guarantor is a party or by which any Borrower or Guarantor or
its property are bound, or violates any provision of the
Certificate of Incorporation or By-Laws (or similar governing
documents) of any Borrower or Guarantor;
(b) as of the date of this Amendment, no Default or Event of
Default exists or has occurred and is continuing;
(c) this Amendment and each other agreement or instrument to be
executed and/or delivered by any Borrower or Guarantor in
connection herewith or therewith have been duly authorized,
executed and delivered by all necessary action on the part of
such Borrower or Guarantor which is a party hereto and thereto
and, if necessary, its stockholders or equity holders, as the
case may be, and is in full force and effect as of the date
hereof, and the agreements and obligations of each Borrower
and Guarantor contained herein and therein constitute legal,
valid and binding obligations of such Borrower or Guarantor
enforceable against it in accordance with their terms, except
as such enforceability may be limited by bankruptcy,
insolvency, moratorium or similar laws limiting creditors'
rights generally and by general equitable principals; and
(d) no action of, or filing with, or consent of any Governmental
Authority, and no approval or consent of any other party, is
required to authorize, or is otherwise required in connection
with, the execution, delivery and performance by any Borrower
or Guarantor of this Amendment, or the transactions
contemplated hereby.
5. Conditions Precedent. The effectiveness of the amendments contained
herein shall only be effective upon the satisfaction of each of the following
conditions precedent in a manner reasonably satisfactory to Agent:
(a) Agent shall have received counterparts of this Amendment, duly
authorized, executed and delivered by Borrowers, Guarantors
and Lenders;
(b) Agent shall have received a true and correct copy of any
consent, waiver or approval to or of this Amendment, which any
Borrower or Guarantor is required to obtain from any other
Person, and such consent, approval or waiver shall be in form
and substance reasonably satisfactory to Agent;
(c) Agent shall have received the fee referred to in Section 6
hereof in immediately available funds
(d) Agent shall have received an Amendment No. 4 Fee Letter in
form and substance satisfactory to Agent, duly authorized,
executed and delivered by Borrowers; and
(e) after giving effect to this Amendment, no Default or Event of
Default shall exist or have occurred and be continuing.
6. Amendment Fee. In consideration of the amendments set forth herein,
Borrowers shall pay to Agent for the ratable benefit of Lenders, and Agent may,
at its option, charge any loan account of Borrowers maintained by Agent, a fee
in the amount of $93,750, which fee shall be part of the Obligations and shall
be fully earned and payable as of the date hereof.
7. General Release. Each Borrower and Guarantor may have certain Claims
(as hereinafter defined) against the Released Parties (as hereinafter defined)
regarding or relating to the Loan Agreement or the other Financing Agreements.
Agent, the Lenders, Borrowers and Guarantors desire to resolve each and every
one of such Claims in conjunction with the execution of this Amendment and thus
each Borrower and Guarantor makes the release contained in this Section 7. In
consideration of Agent's and Lenders' entering into this Amendment and agreeing
to the substantial concessions as set forth herein, each Borrower and Guarantor
hereby fully and unconditionally releases and forever discharges Agent and each
Lender and their respective directors, officers, employees, subsidiaries,
branches, affiliates, attorneys, agents, representatives, successors and assigns
and all persons, firms, corporations and organizations acting on any of their
behalves (collectively, the "Released Parties"), of and from any and all claims,
allegations, causes of action, costs or demands and liabilities, of whatever
kind or nature, from the beginning of the world up to and including the date on
which this Amendment is executed, whether known or unknown, liquidated or
unliquidated, fixed or contingent, asserted or unasserted, foreseen or
unforeseen, matured or unmatured, suspected or unsuspected, anticipated or
unanticipated, which such Borrower or Guarantor has, had, claims to have had or
hereafter claims to have against the Released Parties by reason of any act or
omission on the part of the Released Parties, or any of them, occurring prior to
the date on which this Amendment is executed, in any way affecting, concerning
or arising out of or founded upon this Amendment, the Loan Agreement or any of
the other Financing Agreements, including all
such loss or damage of any kind heretofore sustained or that may arise as a
consequence of the dealings among the parties arising from, in connection with
or related to the administration or enforcement of the Loans, the Obligations,
the Loan Agreement or any of the other Financing Agreements (collectively, all
of the foregoing are the "Claims"). Each Borrower and Guarantor represents and
warrants that it has no knowledge of any claim by it against the Released
Parties or of any facts or acts or omissions of the Released Parties which on
the date hereof would be the basis of a claim by such Borrower or Guarantor
against the Released Parties which is not released hereby. Each Borrower and
Guarantor represents and warrants that the foregoing constitutes a full and
complete release of all Claims.
8. Effect of this Amendment. This Amendment and the instruments and
agreements delivered pursuant hereto constitute the entire agreement of the
parties with respect to the subject matter hereof and thereof, and supersede all
prior oral or written communications, memoranda, proposals, negotiations,
discussions, term sheets and commitments with respect to the subject matter
hereof and thereof. Except as expressly provided herein, no other changes,
modifications or consents to the Financing Agreements are intended or implied,
and in all other respects the Financing Agreements are hereby specifically
ratified, restated and confirmed by all parties hereto as of the effective date
hereof. To the extent that any provision of the Loan Agreement or any of the
other Financing Agreements is inconsistent with the provisions of this
Amendment, the provisions of this Amendment shall control.
9. Further Assurances. Each Borrower and Guarantor shall execute and
deliver such additional documents and take such additional action as may be
requested by Agent or Lenders to effectuate the provisions and purposes of this
Amendment.
10. Governing Law. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the internal laws of the State of New York but excluding any principles of
conflicts of law or other rule of law that would cause the application of the
law of any jurisdiction other than the laws of the State of New York.
11. Binding Effect. This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns.
12. Counterparts. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto. Delivery of an executed counterpart of this Amendment by
telecopier or other method of electronic transmission shall have the same force
and effect as delivery of an original executed counterpart of this Amendment.
Any party delivering an executed counterpart of this Amendment by telecopier or
other method of electronic transmission also shall deliver an original executed
counterpart of this Amendment, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Amendment as to such party or any other party.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their authorized officers as of the day and year
first above written.
AGENT AND LENDER BORROWERS
- ---------------- ---------
WACHOVIA BANK, NATIONAL
ASSOCIATION C&D TECHNOLOGIES, INC.
By: /s/ Georgios Kyvernitis By: /s/ Ian J. Harvie
Title: Director
Title: VP, CFO
C&D TECHNOLOGIES (DATEL), INC.
By: /s/ Ian J. Harvie
Title: President
C&D TECHNOLOGIES (CPS) LLC
By: /s/ Ian J. Harvie
Title: President
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GUARANTORS
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C&D CHARTER HOLDINGS, INC.
By: /s/ Neil E. Daniels
Title: VP/Treasurer
C&D DYNAMO CORP.
By: /s/ Ian J. Harvie
Title: President
DYNAMO ACQUISITION CORP.
By: /s/ Ian J. Harvie
Title: President
C&D INTERNATIONAL INVESTMENT HOLDINGS INC.
By: /s/ Neil E. Daniels
Title: VP/Treasurer
DATEL HOLDING CORPORATION
By: /s/ Neil E. Daniels
Title: Treasurer