EX-10.2






AMENDMENT NO. 1 TO BACKSTOP COMMITMENT AGREEMENT




THIS AMENDMENT No. 1 (this “Amendment No. 1”) to the Backstop Commitment Agreement,
made by and among Exide Technologies and the Backstop Parties party thereto, dated January 7, 2015
(the “Backstop Commitment Agreement”), is made on February 6, 2015. All capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in the Backstop
Commitment Agreement.



RECITALS




WHEREAS, on or about January 7, 2015, certain holders of Senior Secured Note Claims who are
Consenting Creditors executed the Second Amended and Restated Plan Support Agreement dated as of
January 7, 2015 (the “Plan Support Agreement”);



WHEREAS, in connection with the Restructuring Transactions contemplated in the Plan Support
Agreement, on or about January 7, 2015, certain holders of Senior Secured Note Claims who are
Backstop Parties executed the Backstop Commitment Agreement; 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 Requisite Backstop Parties, 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); and



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 10.7 of the Backstop Commitment Agreement permits certain amendments to the
Backstop Commitment Agreement, in writing, if signed by the Requisite Backstop Parties and the
Debtor and with respect to certain matters set forth therein, only if signed by each Backstop Party
and the Debtor; and



WHEREAS, pursuant to Section 10.7 of the Backstop Commitment Agreement, the Backstop Parties
signatory hereto and the Debtor wish to amend the Backstop Commitment 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
Requisite Backstop Parties and the Debtor hereby agree as follows:



1. Amendments to the Backstop Commitment Agreement.



1.1 The third “WHEREAS” clause of the Recitals of the Backstop Commitment 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;



1.2 The definition of “Debtor Claims” in the Backstop Commitment Agreement 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.”



1.3 The definition of “Exit ABL Revolver Financing” in the Backstop Commitment Agreement is
hereby amended by deleting the reference to “PSA Term Sheet” and inserting in lieu thereof a
reference to the “Plan.”



1.4 Section 1.2 of the Backstop Commitment Agreement is hereby amended by deleting the
reference to “Existing European Facilities.”



1.5 The Backstop Commitment Agreement is hereby modified so that the Second Amended Plan, in
substantially the form as attached hereto as Exhibit A, constitutes the Plan for purposes
of the Backstop Commitment Agreement.



2. Agreement. The Requisite Backstop Parties agree that the Disclosure Statement Order,
upon becoming a Final Order, satisfies section 7.1(b) of the Backstop Commitment Agreement.



3. References to the Backstop Commitment Agreement. All references to the “Backstop
Commitment Agreement” shall mean and refer to the Backstop Commitment 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 10.7 of the Backstop Commitment 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 Requisite Backstop Parties shall
have executed and delivered counterpart signature pages of this Amendment No. 1 to counsel to the
Debtor. The Backstop Commitment Agreement shall be read together as a single instrument with this
Amendment No. 1 and, except as expressly amended by this Amendment No. 1, the Backstop Commitment
Agreement shall remain in full force and effect.



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 and, to the extent applicable, the Bankruptcy Code.



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




	 	 	EXIDE TECHNOLOGIES






	 	 	By:        






Name:


Title:




	 	 	BACKSTOP PARTIES





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




	 	 	By:        






Name:


Title:



The Northwestern Mutual Life Insurance Company




	 	 	By:        






Name:


Title:



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




	 	 	By:        






Name:


Title:



1



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




	 	 	By:        






Name:


Title:




	 	 	Neuberger Berman Fixed Income LLC, as investment manager on behalf of various funds it manages






	 	 	By:        






Name:


Title:



D.E. Shaw Galvanic Portfolios, L.L.C.




	 	 	By:        






Name:


Title:



BDCM Opportunity Fund III, L.P.


By: BDCM Opportunity Fund III Adviser, L.L.C., its Investment Manager




	 	 	By:        






Name:


Title:



Stonehill Capital Management LLC




	 	 	By:        






Name:


Title:



2



Exhibit A 




Second Amended Plan





3