EX-10.1






Exide Technologies




AMENDMENT NO. 1 TO PLAN SUPPORT AGREEMENT




THIS AMENDMENT No. 1 (this “Amendment No. 1”), dated as of February 6, 2015, to the
Second Amended and Restated Plan Support Agreement dated as of January 7, 2015 (the “Plan
Support Agreement”) is by and among (i) Exide Technologies, a Delaware corporation
(“Exide” or the “Debtor” and together with its non-debtor subsidiaries and
affiliates, the “Company”) and (ii) the signatories hereto who are holders of Senior
Secured Note Claims (as defined in the Plan Support Agreement). All capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Plan Support Agreement.



RECITALS




WHEREAS, certain holders of Senior Secured Note Claims (the “Backstop Parties”)
executed the Backstop Commitment Agreement Among Exide Technologies and the Backstop Parties Party
Thereto dated January 7, 2015; and



WHEREAS, the Plan Support Agreement contemplates the restructuring of the Company through a
chapter 11 plan of reorganization with terms substantially as those set forth in the term sheet
attached thereto; and



WHEREAS, since the execution of the Backstop Commitment Agreement, Backstop Parties
collectively holding approximately $190.6 million of the Senior Secured Note Claims and
approximately $182.5 million of the DIP Claims and who are Requisite Backstop Parties under the
Backstop Commitment Agreement engaged in good faith negotiations with the Debtor and the Official
Committee of Unsecured Creditors of Exide Technologies (the “Creditors Committee”)
regarding the restructuring of the Company; and



WHEREAS, on or about January 27, 2015, the Required Consenting Creditors, the Debtor and
certain members of the Creditors Committee agreed to the terms of a settlement (the “UCC
Settlement”) of all chapter 11 matters (including, but not limited to, the resolution of the
Creditors Committee’s complaint challenging the validity of the prepetition liens securing the
Senior Secured Notes, the valuation of the Debtor, the Debtor’s entry into the backstop commitment
agreement and Plan Support Agreement, and adequate protection issues);



WHEREAS, (i) the Debtor filed the Plan of Reorganization of Exide Technologies dated as of
November 17, 2014 [D.I. 2632] (the “Initial Plan”) consistent with the Plan Support
Agreement, (ii) the Debtor filed the First Amended Plan of Reorganization of Exide Technologies
dated as of January 30, 2105 [D.I. 3060] (the “First Amended Plan”), and (iii) the Debtor
filed the Second Amended Plan of Reorganization of Exide Technologies dated as of February 4, 2015
[D.I. 3096] (the “Second Amended Plan”) reflecting comments from parties in interest; and



WHEREAS, on February 4, 2015, the Bankruptcy Court entered (i) the Order Authorizing and
Approving the Debtor’s: (I) Entry Into a Plan Support Agreement and (II)(A) Entry Into a Backstop
Commitment Agreement, (B) Payment of Related Fees and Expenses, and (C) Incurrence of Certain
Indemnification Obligations [D.I. 3087]; (ii) the Order Under Bankruptcy Code Sections 105 and 363
and Bankruptcy Rule 9019 Authorizing and Approving the Debtor’s Entry into Settlement Agreement
with the Official Committee of Unsecured Creditors and Consenting Creditors of the Unofficial
Noteholders’ Committee [D.I. 3093] (the “Settlement Order”) authorizing the Debtor’s entry
into the UCC Settlement; and (iii) the Order (A) Approving the Adequacy of the Debtor’s Disclosure
Statement with Respect to the Plan of Reorganization of Exide Technologies; (B) Approving
Solicitation and Notice Procedures with Respect to Confirmation of the Debtor’s Proposed Plan of
Reorganization; (C) Approving the Form of Various Ballots and Notices in Connection Therewith; and
(D) Scheduling Certain Dates with Respect Thereto [D.I. 3092] (the “Disclosure Statement
Order”) approving among other things the adequacy the Debtor’s disclosure statement with
respect to the Second Amended Plan; and



WHEREAS, Section 9 of the Plan Support Agreement permits certain amendments to the Plan
Support Agreement, in writing, if signed by the Required Consenting Creditors and the Debtor and
with respect to certain individual termination rights, only if signed by each Consenting Creditor
and the Debtor; and



WHEREAS, pursuant to Section 9 of the Plan Support Agreement, the Consenting Creditors
signatory hereto and the Debtor wish to amend the Plan Support Agreement so as to consent to and
incorporate the terms of the Second Amended Plan as if such Second Amended Plan were the Plan
contemplated therein.



AGREEMENT




NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Required
Consenting Creditors and the Debtor hereby agree as follows:



1. Amendments to the Plan Support Agreement.



1.1 The fourth “WHEREAS” clause of the Recitals of the Plan Support Agreement is hereby
replaced in its entirety with the following:



WHEREAS, (i) the Debtor filed the Plan of Reorganization of Exide Technologies
dated as of November 17, 2014 [D.I. 2632] (the “Initial Plan”) consistent
with the Plan Support Agreement, (ii) the Debtor filed the First Amended Plan of
Reorganization of Exide Technologies dated as of January 30, 2105 [D.I. 3060] (the
“First Amended Plan”), and (iii) the Debtor filed the Second Amended Plan
of Reorganization of Exide Technologies dated as of February 4, 2015 [D.I. 3096]
(the “Second Amended Plan”) reflecting comments from parties in interest;
and



WHEREAS, on February 4, 2015, the Bankruptcy Court entered (i) the Order
Authorizing and Approving the Debtor’s: (I) Entry Into a Plan Support Agreement
and (II)(A) Entry Into a Backstop Commitment Agreement, (B) Payment of Related
Fees and Expenses, and (C) Incurrence of Certain Indemnification Obligations [D.I.
3087]; (ii) the Order Under Bankruptcy Code Sections 105 and 363 and Bankruptcy
Rule 9019 Authorizing and Approving the Debtor’s Entry into Settlement Agreement
with the Official Committee of Unsecured Creditors and Consenting Creditors of the
Unofficial Noteholders’ Committee [D.I. 3093] (the “Settlement Order”)
authorizing the Debtor’s entry into that certain settlement agreement dated on or
about January 27, 2015 among the Debtor, the Required Consenting Creditors and
certain members of the Official Committee of Unsecured Creditors of Exide
Technologies (the “UCC Settlement”); and (iii) the Order (A) Approving the
Adequacy of the Debtor’s Disclosure Statement with Respect to the Plan of
Reorganization of Exide Technologies; (B) Approving Solicitation and Notice
Procedures with Respect to Confirmation of the Debtor’s Proposed Plan of
Reorganization; (C) Approving the Form of Various Ballots and Notices in
Connection Therewith; and (D) Scheduling Certain Dates with Respect Thereto [D.I.
3092] approving among other things the adequacy the Debtor’s disclosure statement
with respect to the Second Amended Plan; and



WHEREAS, the Unofficial Noteholder Committee and the Company have engaged in
further discussions to effect a restructuring of the Company through the Second
Amended Plan (the “Plan”) and in accordance with the terms set forth in
Exhibit A hereto (the “Plan Term Sheet”) with respect to the New
First Lien High Yield Notes (as defined in the Plan Term Sheet) and the New Second
Lien Convertible Notes (as defined in the Plan Term Sheet), all of which shall be
substantially on the terms and conditions described in this Agreement (such
transactions under the Plan and the Plan Term Sheet, collectively, the
“Restructuring Transactions”); and



1.2 Section 3(a) of the Plan Support Agreement is hereby amended by deleting the reference to
“Plan Term Sheet.”



1.3 The sentence immediately following Section 3(g) of the Plan Support Agreement is hereby
amended by inserting “, the Plan” immediately after the reference to “this Agreement.”



1.4 The second sentence of Section 4.01(c)(iii) of the Plan Support Agreement is hereby
amended by deleting the reference to “Plan Term Sheet” and inserting in lieu thereof a reference to
the “Plan.”



1.5 The last sentence of Section 4.01 of the Plan Support Agreement (defining the term “Debtor
Claims”) is hereby amended by deleting the reference to “Existing European Facilities (as defined
in the Plan Term Sheet)” and inserting in lieu thereof the following: “$23.1 million of foreign
credit facilities and other debt at the Debtors’ European subsidiaries.”



1.6 Section 8.01(b) of the Plan Support Agreement is hereby amended by deleting the reference
to “Plan Term Sheet” and inserting in lieu thereof a reference to the “Plan.”



1.7 The Plan Support Agreement is hereby modified so that the Second Amended Plan, in
substantially the form as attached hereto as Exhibit 1, constitutes the Plan for purposes
of the Plan Support Agreement.



1.8 Exhibit A to the Plan Support Agreement shall be replaced in its entirety with the revised
version of Exhibit A attached hereto as Exhibit 2.



2. Agreement. The Required Consenting Creditors agree that the Disclosure Statement Order,
upon becoming a Final Order, is in form and substance reasonably satisfactory to Required
Consenting Creditors.



3. References to the Plan Support Agreement. All references to the “Plan Support
Agreement” shall mean and refer to the Plan Support Agreement, as modified by this Amendment No. 1.



4. Counterparts. This Amendment may be executed in one or more counterparts, each of
which, when so executed, shall constitute the same instrument and the counterparts may be delivered
by facsimile transmission or by electronic mail in portable document format (.pdf).



5. Effectiveness. In accordance with Section 9 of the Plan Support Agreement, this
Amendment No. 1 shall be effective and binding upon the Parties as of the date on which: (i) the
Debtor shall have executed and delivered a counterpart signature page of this Amendment No. 1 to
counsel to the Unofficial Noteholder Committee and (ii) the Required Consenting Creditors shall
have executed and delivered counterpart signature pages of this Amendment No. 1 to counsel to the
Debtor.



6. Headings. The headings of the sections, paragraphs and subsections of this Amendment
are inserted for convenience only and shall not affect the interpretation hereof.



7. Applicable Law. This Amendment No. 1 shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to the conflicts of laws principles
thereof.



IN WITNESS WHEREOF, this Amendment No. 1 has been executed on the date set forth above.




	 	 	EXIDE TECHNOLOGIES






	 	 	By:        






Name:


Title:




	 	 	CONSENTING CREDITORS





MacKay Shields LLC, as investment advisor on behalf of certain funds and accounts it manages




	 	 	By:        






Name:


Title:



Alliance Bernstein High Income Fund, AB Global High Income Fund, ACM Global High Yield-
Offshore and certain other affiliates




	 	 	By:        






Name:


Title:



Contrarian Funds, LLC




	 	 	By:        






Name:


Title:



The Northwestern Mutual Series Fund, Inc. for its high yield bond portfolio




	 	 	By:        






Name:


Title:



The Northwestern Mutual Series Fund, Inc. for its balanced portfolio




	 	 	By:        






Name:


Title:



The Northwestern Mutual Series Fund, Inc. for its asset allocation portfolio




	 	 	By:        






Name:


Title:



The Northwestern Mutual Life Insurance Company




	 	 	By:        






Name:


Title:



The Northwestern Mutual Life Insurance Company for its group annuity separate account




	 	 	By:        






Name:


Title:



Nomura Corporate Research and Asset Management Inc. as investment manager on behalf of fund
and accounts it manages




	 	 	By:        






Name:



Title:Neuberger Berman Fixed Income LLC




	 	 	By:        






Name:



Title:D.E. Shaw Galvanic Portfolios, LLC




	 	 	By:        






Name:



Title:BDCM Opportunity Fund III, L.P.




	 	 	By:        






Name:



Title:Stonehill Capital Management LLC




	 	 	By:        






Name:


Title:



Exhibit 1 




Second Amended PlanExhibit 2 

Exhibit A to Plan Support Agreement




This term sheet (the “Term Sheet”) describes certain of the principal terms of the
securities to be issued in connection with a proposed restructuring (the “Restructuring”)
for Exide Technologies (the “Debtor” and as reorganized post-emergence, “Reorganized
Exide,” and together with its non-debtor subsidiaries, the “Company”) to be implemented
pursuant to the Second Amended Plan of Reorganization of Exide Technologies dated as of February 4,
2015 (the “Plan”) filed in the Debtor’s chapter 11 case (the “Chapter 11 Case”)
pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy
Court”). The remaining terms of the Restructuring are set forth in the Plan. Capitalized
terms used and not defined herein shall have the meanings ascribed to them in the Plan.



	 	 	 
	New First Lien High Yield	 	 
	Notes
	 	Reorganized Exide shall issue $272.1 million of

first lien notes (the “New First Lien High Yield

Notes”) comprising $259.1 million issued pursuant

to the DIP / First Lien Exchange (defined below),

$8.0 million in fees issued to the Backstop Parties

and $5.0 million issued as the DIP/Second Lien

Conversion Funding Fee (as defined below).








Participation: $246.8 million of DIP Term Loan Claims
(defined below) shall be exchanged for $259.1 million of New
First Lien High Yield Notes, inclusive of original issue
discount of 5% for every $100 of term loan claims under the
DIP Credit Agreement (“DIP Term Loan Claims”)
exchanged into New First Lien High Yield Notes (the “DIP /
First Lien Exchange”).




Interest Rate: 11.0% payable semi-annually and comprising 4.0%
cash interest and 7.0% paid-in-kind interest.




Collateral: (i) a first lien on all real and personal property
(excluding the accounts, inventory and receivables securing
the Exit ABL Revolver Facility (the “Exit ABL Revolver
Collateral”)), pledges of stock of subsidiaries (including
the maximum allowable voting stock of Exide Technologies C.V.)
and intercompany loans (collectively, the “First Lien High
Yield Notes Collateral”) and (ii) a second lien on the
Exit ABL Revolver Collateral.




Maturity: 5 years.




Prepayments: callable at 105 in year 1, 102 in year 2, 101 in
year 3, and at par thereafter.




Other Terms: rated by at least one agency; such other terms
as reasonably agreed to by the Required Consenting Creditors.



	 	 	 
	New Second Lien Convertible	 	 
	Notes
	 	Reorganized Exide shall issue between

$276.0 million and $291.0 million of second lien

convertible notes (the “New Second Lien

Convertible Notes”) depending on the amount in

which the Rights Offering is subscribed.








If the Rights Offering is fully subscribed for in the amount
of $175 million, Reorganized Exide shall issue $291.0 million
in New Second Lien Convertible Notes consisting of:
$175.0 million of capital raised pursuant to the Rights
Offering (the “New Money Investment”), $100.0 million
in exchange of DIP Term Loan Claims pursuant to the DIP/Second
Lien Conversion Option (defined below), and $16.0 million in
fees to the Backstop Parties. The New Money Investment will
include oversubscription rights.




If the Rights Offering is subscribed for in the amount of
$160 million, Reorganized Exide shall issue $276.0 million in
New Second Lien Convertible Notes consisting of: $160.0
million in New Money Investment, $100.0 million in exchange of
DIP Term Loan Claims pursuant to the DIP/Second Lien
Conversion Option (defined below), and $16.0 million in fees
to the Backstop Parties.




The Backstop Parties and the Company shall continue to
evaluate the feasibility of Exide Global Holding Netherlands
C.V. issuing the New Second Lien Convertible Notes or a
convertible equity instrument (the “C.V. Equity
Security”) containing economic terms that are
substantially consistent with those of the New Second Lien
Convertible Notes, and otherwise as set forth in this Term
Sheet, to be agreed upon by the Required Consenting Creditors.
Upon the agreement of the Company, each of the Backstop
Parties, and each of the Consenting Creditors, the New Second
Lien Convertible Notes or the C.V. Equity Securities, as the
case may be, may be issued by Exide Global Holding Netherlands
C.V.




Participation: Backstop Parties and participants in the
Rights Offering will receive New Second Lien Convertible Notes
under the New Money Investment. Holders of DIP Term Loan
Claims that consent to the DIP / First Lien Exchange shall, on
the Plan Effective Date, have the option to exchange up to an
aggregate of $100 million of DIP Term Loan Claims (the
“DIP/Second Lien Conversion Option”) into New Second
Lien Convertible Notes.




Interest Rate: 7.0% paid-in-kind semi-annually.




Collateral: (i) second lien on the First Lien High Yield
Notes Collateral and (ii) third lien on the Exit ABL Revolver
Collateral.




Maturity: 2025, with two five-year extension options.




Conversion: (i) convertible at any time (without regard to
size (i.e., each individual holder is eligible to convert))
into 80.0% of the New Exide Common Stock, which conversion
percentage shall increase by interest paid-in-kind and which
shall be, on a fully converted basis, subject to dilution from
any MIP, and (ii) shall be subject to mandatory conversion at
EBITDA thresholds to be determined.




Other Terms: such other terms as reasonably agreed to by the
Required Consenting Creditors, including possible adjustment
to address AHYDO issue.