Sixth Amendment to the Standstill Agreement, dated as of December 1, 2003



 Exhibit 4.34 
  
 EXECUTION COPY 
  
 SIXTH AMENDMENT TO THE STANDSTILL AGREEMENT 
  
 SIXTH AMENDMENT TO THE STANDSTILL AGREEMENT, dated as of December 5, 2003 (this “Amendment”), to the Standstill Agreement and Fifth
Amendment to the Credit Agreement dated as of April 15, 2002 (as amended, supplemented or otherwise modified from time to time, the “Standstill Agreement”), among the Borrowing Subsidiaries signatories thereto, the Foreign
Subsidiary Guarantors signatories thereto, GNB Battery Technologies Japan, Inc., (GNB Battery Technologies Japan, Inc., together with the Borrowing Subsidiaries and the Foreign Subsidiary Guarantors, the “Standstill Parties”), the
Standstill Lenders (as defined in the Credit Agreement), Credit Suisse First Boston, as administrative agent (in such capacity, the “Administrative Agent”) for the Standstill Lenders, and others. 
  
 PRELIMINARY STATEMENT 
  
 (1) The Standstill Parties have requested that the Standstill Lenders extend
the scheduled termination date of the Standstill Agreement. The Standstill Lenders are willing to consent to such an extension upon and subject to the terms and conditions hereinafter set forth. 
  
 NOW, THEREFORE, the parties hereto hereby agree as follows: 
  
 SECTION 1. Defined Terms. Unless otherwise specified, terms defined in
the Standstill Agreement or the Credit Agreement and used herein shall have the meanings given to them in the Standstill Agreement or the Credit Agreement, as applicable. 
  
 SECTION 2. Amendments to Standstill Agreement. On the Effective Date (as hereinafter defined), the Standstill
Agreement shall be amended as follows: 
  
 (a) Amendment to
Section 3. Section 3(a) of the Standstill Agreement is amended by deleting the date “December 18, 2003” and replacing it with the date “March 18, 2004”. 
  
 (b) Amendment to Section 8. Section 8 of the Standstill Agreement is amended by (i) deleting the word “or”
at the end of paragraph (xv) and inserting the same word at the end of paragraph (xvi) and (ii) inserting a new paragraph (xvii) immediately after clause (xvi) as follows: 
  
 “(xvii) The Scheduled Termination Date (as defined in the Post-Petition Credit Agreement) shall occur;”.

  

 Sixth Amendment to Standstill Agreement 








 SECTION 3. Conditions to Effectiveness. This Amendment shall be effective on the date on which the
Administrative Agent shall have signed the Amendment and all of the following conditions precedent have been satisfied (the “Effective Date”): 
  
 (a) Certain Documents. The Administrative Agent shall have received all of the following, each of which shall be in form and substance satisfactory
to the Administrative Agent: 
  
 (i) this Amendment, executed and
delivered by (w) each of the Standstill Lenders, (x) each of the Standstill Parties and (y) the Administrative Agent; and 
  
 (ii) such additional documentation as the Administrative Agent may reasonably require or as requested by the Post-Petition Administrative Agent or any of
the DIP Lenders. 
  
 (b) Corporate and Other Proceedings.
All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be satisfactory in all respects in form and substance to the Administrative Agent.

  
 (c) No Events of Default. After giving effect to the
Amendment, no Standstill Event shall have occurred and be continuing, and the representations and warranties contained in the Standstill Agreement shall be correct in all material respects as though made on and as of the Effective Date. 

 
 (d) Payment of Costs, Fees and Expenses. All accrued and unpaid
fees and expenses of the Administrative Agent in connection with this Amendment including, without limitation, the unpaid fees and expenses of counsel to the Administrative Agent (including United States and local counsel in foreign jurisdictions)
shall have been paid. 
  
 SECTION 4. Representations and
Warranties. To induce the Standstill Lenders parties hereto to enter into this Amendment, each of the Standstill Parties hereby represents and warrants to the Administrative Agent and all of the Standstill Lenders the following: 
  
 (a) The execution, delivery and performance by each Standstill Party of the
Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Standstill Party’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Standstill Party’s
Constituent Documents, (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ,
judgment, injunction, decree, determination or award applicable to such Standstill Party, or (iii) conflict with or result in the breach of, or constitute a default under, any Contractual Obligation, including, without limitation, the bilateral loan
documents, of EHE, EHA or any of their Subsidiaries. As of the Effective Date, no Standstill Party is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such
contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is reasonably expected to have a Material Adverse Effect. 
  
 (b) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or
regulatory body or any other third party is required to be obtained by the Standstill Parties in connection with the execution and delivery, or performance by any Standstill Party of any of its obligations under the Amendment and the Standstill
Agreement, as amended hereby. 
  

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 Sixth Amendment to Standstill Agreement 








 (c) The Amendment has been duly executed and delivered by each Standstill Party, and is the legal, valid
and binding obligation of such Standstill Party, enforceable against such Standstill Party in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or limiting
creditors’ rights or by equitable principles generally. 
  
 (d) No Standstill Party has an existing claim against any Standstill Lender arising out of, relating to or in connection with the Loan Documents. 
  
 (e) As of the Effective Date, EHE is not in breach of, or in default under, the DM Agreement, and no Foreign Subsidiary is in breach of, or in default
under, any other Contractual Obligation, binding on or affecting any Foreign Subsidiary or any of their properties, where the consequence of such default is to confer rights upon any person against such Foreign Subsidiary which, if exercised, can be
reasonably expected to have a Material Adverse Effect. 
  
 (f)
Each Standstill Party hereby represents and warrants to the Standstill Lenders and the Administrative Agent that as of the date hereof, and after giving effect to the amendment contained herein, (a) no Standstill Event under the Standstill Agreement
shall have occurred and be continuing and (b) all of the representations and warranties of such Standstill Party contained in Section 12 of the Standstill Agreement are, as of the date of execution hereof, true and correct in all material respects,
as though made on and as of such date (other than representations and warranties expressly limited to a specific date). 
  
 SECTION 5. Reference to and Effect on the Loan Documents. 
  

(a) On and after the Effective Date, each reference in the Standstill Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Standstill Agreement and each reference in the Credit Agreement and other Loan Documents to “the Standstill Agreement”, “thereunder”, “thereof” or words of
like import referring to the Standstill Agreement, shall mean and be a reference to the Standstill Agreement as amended and otherwise modified hereby. 
  
 (b) The Standstill Agreement, the Credit Agreement and each of the other Loan Documents, except to the extent of the amendments, covenants and other
modifications specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. 
  
 (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Standstill Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 
  
 (d) This Amendment is and shall be a Loan Document. 
  
 SECTION 6. Affirmation of Loan Documents. Each Standstill Party, in its capacity as a Guarantor or otherwise, hereby consents to the modification
of the Standstill Agreement, effected hereby and hereby acknowledges and agrees that the terms of this Amendment shall not affect in any way its duties, Obligations and liabilities under the Credit 

  

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 Sixth Amendment to Standstill Agreement 








 
Agreement, including under its Guarantee, the Standstill Agreement, or any other Loan Document to which it is a party, all of which duties, Obligations and
liabilities shall remain in full force and effect and each of which is hereby reaffirmed. 
  
 SECTION 7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

  
 SECTION 8. Waiver of Jury Trial. Each of the Standstill
Parties, the Administrative Agent and the Standstill Lenders irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Amendment or the
actions of the Administrative Agent or any Standstill Lender in the negotiation, administration, performance or enforcement thereof. 
  
 SECTION 9. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment in any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Amendment by facsimile transmission shall be as effective as delivery of a manually
signed counterpart of this Amendment. 
  
 SECTION 10. Costs and
Expenses. EHE hereby agrees to pay, and each of the other Foreign Subsidiary Guarantors guarantees payment (subject to the exceptions set forth in Schedule 10.1 of the Credit Agreement) of, all reasonable costs and expenses associated with the
preparation, execution, delivery, administration, and enforcement of this Amendment, including, without limitation, the fees and expenses of the Administrative Agent’s counsel (including local counsel in foreign jurisdictions) and financial
advisor and the out-of-pocket expenses of the Steering Committee (in each case, whether incurred prior to or after the Effective Date). 
  
 [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY] 
  

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 Sixth Amendment to Standstill Agreement 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by
their respective proper and duly authorized officers as of the day and year first above written. 
  

	Each of the following Subsidiaries as a Borrowing Subsidiary and as a Guarantor, subject to the limitations, if any, contained in Section 10.1 of the Credit
Agreement
	
	 EXIDE HOLDING EUROPE S.A.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  
  

	 COMPAGNIE EUROPÉENNE D’ACCUMULATEURS S.A.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EURO EXIDE CORPORATION LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 SOCIEDAD ESPAÑOLA DEL ACUMULADOR TUDOR S.A.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 TUDOR A.B.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

 Sixth Amendment to Standstill Agreement 









	 EXIDE TECHNOLOGIES NEDERLAND B.V.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 CMP BATTERIES LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 DEUTSCHE EXIDE STANDBY GMBH

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 DEUTSCHE EXIDE GMBH

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 MERCOLEC TUDOR B.V.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

 Sixth Amendment to Standstill Agreement 









	 Each of the following Subsidiaries as a Guarantor, subject to the limitations, if any, contained in Section 10.1 of
the Credit Agreement

	
	CHLORIDE MOTIVE POWER IBERICA S.L.
		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 CMP BATTERIJEN N.V.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE AUTOMOTIVE BATTERIE GMBH

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 HAGEN BATTERIE AG

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 ELECTRO MERCANTIL INDUSTRIAL S.L.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE (DAGENHAM) LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

 Sixth Amendment to Standstill Agreement 









	 FULMEN UK LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE AUTOMOTIVE S.A.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 SOCIEDADE PORTUGUESA DO ACUMULADOR TUDOR S.A.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE DANMARK A/S

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE BATTERIER AB

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 CENTRA S.A.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE SØNNAK A/S

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

 Sixth Amendment to Standstill Agreement 









	 EXIDE BATTERIES LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  
  

	 B.I.G. BATTERIES LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE LENDING LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE ITALIA S.R.L.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 INDUSTRIA COMPOSIZIONI STAMPATE, SPA

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE HOLDINGS LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE TECHNOLOGIES HOLDING BV

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

 Sixth Amendment to Standstill Agreement 









	 EXIDE TRANSPORTATION HOLDING EUROPE, SL

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE AUSTRALIA PTY LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE TECHNOLOGIES LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE HOLDING ASIA PTE LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

 Sixth Amendment to Standstill Agreement 









	 GNB TECHNOLOGIES (CHINA) LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE SINGAPORE PTE LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 EXIDE CANADA INC.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 1036058 ONTARIO INC.

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 GNB TECHNOLOGIES LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 MBD NATIONAL LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 NATIONAL BATTERY DISTRIBUTION LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

 Sixth Amendment to Standstill Agreement 









	 NORD GROUP LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 OHE LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 SPITFIRE BATTERIES LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 TS BATTERIES LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 GNB TECHNOLOGIES NV

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 DETA UK LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

	 FRIWO BATTERIES LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

 Sixth Amendment to Standstill Agreement 









	 GEMALA IRELAND (HOLDINGS) LIMITED

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

 Sixth Amendment to Standstill Agreement 









	 GNB BATTERY TECHNOLOGIES JAPAN, INC.

	
	As a Guarantor, subject to the limitations, if any, contained in Section 10.1 of the Credit Agreement
		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

 Sixth Amendment to Standstill Agreement 









	 CREDIT SUISSE FIRST BOSTON, as Administrative Agent

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

		
	By:	 	 
	 	

	 	 	 Name:
 Title:



  

 Sixth Amendment to Standstill Agreement 









	 Lenders

	
	 
	

	[PRINT NAME OF LENDER]
		
	By	 	 
	 	

	 	 	 Name:
 Title:



  

 Sixth Amendment to Standstill Agreement