EXHIBIT 10.5


                                 FIRST AMENDMENT

         THIS FIRST AMENDMENT dated as of February 18, 2000 (this  "Amendment"),
relating  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 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"). 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  certain  Credit  Agreement  dated as of
March 1, 1999 (as amended,  modified  and  supplemented  from time to time,  the
"Credit  Agreement")  among  the  Borrower,  the  Subsidiaries  of the  Borrower
identified therein, Lenders identified therein and the Administrative Agent;

         WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement;

         WHEREAS,  the  requested  modifications  require  the  consent  of  the
Required Lenders; and

         WHEREAS,   the  Required   Lenders  have  consented  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.       The Credit Agreement is amended in the following respects:

         1.1 The following  definitions  in Section 1.1 of the Credit  Agreement
         are hereby amended to read as follows:

                  "Consolidated  Fixed Charge  Coverage  Ratio"  means,  for any
                  period, the ratio of Consolidated EBITDA to Consolidated Fixed
                  Charges.

                  "Consolidated  Fixed  Charges"  means,  for any period for the
                  Consolidated   Group,   the  sum  of  the  cash   portion   of
                  Consolidated Interest Expense paid during the four consecutive
                  fiscal  quarters ending as of the date of  determination  plus
                  scheduled  maturities of Funded Debt (including,  for purposes
                  hereof, mandatory commitment reductions, sinking fund payments
                  and the like  relating  thereto,  but  excluding  for purposes
                  hereof Funded Debt of Shanghai  permitted to be incurred under
                  Section  8.1(h))  paid  during  the  four  consecutive  fiscal
                  quarters ending as of the date of determination,  in each case
                  on a  consolidated  basis  determined in accordance  with GAAP
                  applied on an consistent basis.

         1.2      Clause (b) of Section  7.9 of  the Credit Agreement is amended
to read as follows:

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                  (b) Consolidated Fixed Charge Coverage Ratio. As of the end of
                  each fiscal quarter,  the  Consolidated  Fixed Charge Coverage
                  Ratio shall not be less than 2.5:1.0.

         2.  Each of the  Borrower  and the  Guarantors  hereby  represents  and
warrants  that as of the  date of this  Amendment  (i) the  representations  and
warranties  set forth in  Section  6 of the  Credit  Agreement  and in the other
Credit  Documents  are true and correct in all material  respects  (except those
which  expressly  relate to an  earlier  date),  and (ii) no Default or Event of
Default presently exists.

         3. 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
such  Guarantor's  obligations  under the Credit  Agreement  or the other Credit
Documents.

         4. Except as expressly modified hereby, all of the terms and provisions
of the Credit  Agreement  (including  Schedules and Exhibits  thereto) remain in
full force and effect.

         5. This Amendment  shall be effective upon the execution  hereof by the
Borrower, the Guarantors and the Required Lenders.

         6. The Borrower agrees to pay all reasonable  costs and expenses of the
Administrative Agent in connection with the preparation,  execution and delivery
of  this   Amendment,   including  the  reasonable  fees  and  expenses  of  the
Administrative Agent's legal counsel.

         7. This Amendment may be executed in any number of  counterparts,  each
of which when so executed and  delivered  shall be deemed an original.  It shall
not be  necessary  in making  proof of this  Amendment to produce or account for
more than one such counterpart.

         8. This Amendment shall be deemed to be a contract under, and shall for
all purposes be construed in accordance with, the laws of the State of New York.

                  [Remainder of Page Intentionally Left Blank]


<PAGE>


         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this  Amendment to be duly  executed and delivered as of the date first above
written.

BORROWER:             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
                      PCC MEXICAN HOLDINGS, INC.,
                      a Delaware corporation

                      By: /s/ Stephen E. Markert, Jr.
                          ---------------------------
                      Name:   Stephen E. Markert, Jr.
                      Title:  Chief Financial Officer

                           [Signature Pages Continue]


<PAGE>


LENDERS:              BANK OF AMERICA, N.A., a national banking
                      institution formerly known as NationsBank, N.A.,
                      in its capacity as Administrative Agent and as a Lender

                      By:   /s/ Patrick M. Moore
                         ----------------------------
                      Name: Patrick M. Moore
                      Title:Vice President

                      COMERICA BANK

                      By:
                      Name:
                      Title:

                      BANK ONE NA (formerly known as
                      THE FIRST NATIONAL BANK OF CHICAGO)

                      By:/s/ Andrea S. Kantor
                         ---------------------------
                      Name:  Andrea S. Kantor
                      Title: Vice President

                      FIRSTAR BANK MILWAUKEE N.A.

                      By:   /s/ Jason Hickey
                         ---------------------------
                      Name:  Jason Hickey
                      Title: Assistant Vice President

                      THE BANK OF NEW YORK

                      By:/s/ Vito M. Ferrone
                         --------------------------
                      Name:  Vito M. Ferrone
                      Title: Vice President

                      MELLON BANK, N.A.

                      By:   /s/ Mark Torie
                         --------------------------
                      Name:    Mark Torie
                      Title:   Vice President

                      LASALLE NATIONAL BANK

                      By:   /s/ Grant Chromy
                         --------------------------
                      Name:   Grant Chromy
                      Title:  Assistant Vice President

                           [Signature Pages Continue]


<PAGE>


                      FIRST UNION NATIONAL BANK

                      By:/s/ Linda Douglas
                         --------------------------
                      Name:    Linda Douglas
                      Title:    Vice President

                      PNC BANK, NATIONAL ASSOCIATION

                      By:   /s/ Frank Pugliese
                         --------------------------
                      Name:  Frank Pugliese
                      Title: Assistant Vice President

                      THE CHASE MANHATTAN BANK

                      By:   /s/ Thomas Conroy, Jr.
                         -------------------------
                      Name: Thomas F. Conroy, Jr.
                      Title: Vice President

                      FLEET BANK, N.A.

                      By:
                      Name:
                      Title: