exv4w1






Exhibit 4.1




FIRST AMENDMENT TO CREDIT AGREEMENT




     FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of September
30, 2009, among EXIDE TECHNOLOGIES, a Delaware corporation (the “U.S. Borrower”), each
Domestic Subsidiary of the U.S. Borrower set forth on the signature pages hereto (the “U.S. ABL
Borrowers”), EXIDE GLOBAL HOLDING NETHERLANDS C.V., a limited partnership organized under the
laws of The Netherlands (the “European Borrower”, and together with the U.S. Borrower and
the U.S. ABL Borrowers, the “Borrowers”), the Lenders party hereto and DEUTSCHE BANK AG NEW
YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless
otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to below.



W I T N E S S E T H :




     WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to a Credit
Agreement, dated as of May 15, 2007 (as amended, restated, modified and/or supplemented to, but not
including, the date hereof, the “Credit Agreement”); and



     WHEREAS, subject to the terms, conditions and agreements herein set forth, the parties hereto
have agreed to amend the Credit Agreement as herein provided;



     NOW, THEREFORE, it is agreed:



I.     Amendments to Credit Agreement.




     1.     The definition of “Eligible Accounts” in Section 11 of the Credit Agreement is hereby
amended by inserting the text “(or, solely in the case of that certain Account Debtor identified in
writing by the U.S. Borrower to the Administrative Agent and the Lenders prior to the First
Amendment Effective Date, 25%)” immediately after the text “12%” appearing in said definition.



     2.     Section 11 of the Credit Agreement is hereby amended by inserting the following new
definitions in appropriate alphabetical order:




     “First Amendment” shall mean the First Amendment to Credit Agreement, dated as
of September 30, 2009.




     “First Amendment Effective Date” shall have the meaning provided in the First
Amendment.



II.     Miscellaneous Provisions.




     1.     In order to induce the Lenders to enter into this First Amendment, each of the Borrowers
hereby represents and warrants that (i) no Default or Event of Default exists as of the First
Amendment Effective Date (as defined below) both immediately before and after giving



 









 




effect to this First Amendment and (ii) all of the representations and warranties contained in
the Credit Agreement or the other Credit Documents are true and correct in all material respects on
the First Amendment Effective Date both immediately before and after giving effect to this First
Amendment, with the same effect as though such representations and warranties had been made on and
as of the First Amendment Effective Date (it being understood that any representation or warranty
made as of a specific date shall be true and correct in all material respects as of such specific
date).




     2.     This First Amendment is limited as specified and shall not constitute a modification,
acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.



     3.     This First Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one and the same instrument. A
complete set of counterparts shall be lodged with the U.S. Borrower and the Administrative Agent.



     4.     THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.



     5.     This First Amendment shall become effective on the date (the “First Amendment Effective
Date”) when each of the Borrowers and Lenders constituting the ABL Required Lenders shall have
signed a counterpart hereof (whether the same or different counterparts) and shall have delivered
(including by way of facsimile or other electronic transmission) the same to White & Case LLP, 1155
Avenue of the Americas, New York, NY 10036 Attention: May Yip (facsimile number: 212-354-8113 /
e-mail address: myip@whitecase.com).



     6.     From and after the First Amendment Effective Date, all references in the Credit Agreement
and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to
the Credit Agreement, as modified hereby.



*     *     *




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     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Amendment as of the date first above written.



	 	 	 	 	 
	 	EXIDE TECHNOLOGIES, as the U.S. Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	EXIDE GLOBAL HOLDING

NETHERLANDS C.V.,

as the European Borrower

 	 
	 	By:  	Exide Technologies
its general partner 	 
	 	 	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	DIXIE METALS COMPANY, as a U.S. ABL 

Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GNB BATTERY TECHNOLOGIES JAPAN, 

INC.., as a U.S. ABL Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	REFINED METALS CORPORATION, as a U.S. 

ABL Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 



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	 	EXIDE ILLINOIS, INC., as a U.S. ABL Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	EXIDE DELAWARE LLC, as a U.S. ABL Borrower

	 
	 	By:  	Exide Technologies, its sole manager 	 
	 	 	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	RBD LIQUIDATION, LLC, as a U.S. ABL 

Borrower
	 
	 	By:  	Exide Technologies, its sole manager 	 
	 	 	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 



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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT,
DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG EXIDE
TECHNOLOGIES, EXIDE GLOBAL HOLDING NETHERLANDS C.V., VARIOUS
LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS
ADMINISTRATIVE AGENT





Name of Institution:

 	 
	 	 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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