EX-10.4






AMENDMENT NO. 2 TO, AND WAIVER UNDER, THE BACKSTOP COMMITMENT AGREEMENT




THIS AMENDMENT NO. 2 TO, AND WAIVER UNDER, (this “Amendment”) the Backstop Commitment
Agreement, made by and among Exide Technologies and the Backstop Parties party thereto, dated
January 7, 2015 (as amended, supplemented or otherwise modified from time to time, the
“Backstop Commitment Agreement”), is made on March 31, 2015. All capitalized terms used
but not defined herein shall have the meanings ascribed to such terms in the Backstop Commitment
Agreement.



RECITALS




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;



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 as set forth below.



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 recitals of the Backstop Commitment Agreement are hereby replaced in their entirety
with the following:



WHEREAS, on June 10, 2013 (the “Petition Date”), Exide commenced a voluntary
reorganization case captioned In re Exide Technologies, Ch. 11 Case No. 13-11482 (KJC) (Bankr. D.
Del. Jun. 10, 2013) (the “Chapter 11 Case”) under chapter 11 of title 11 of the United
States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”), in the United States
Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);



WHEREAS, in connection with the Chapter 11 Case, certain members of the Unofficial Noteholder
Committee, other holders of the Senior Secured Note Claims and Exide have engaged in discussions to
effect a restructuring of Exide through a chapter 11 plan of reorganization substantially on the
terms set forth in the Plan (as defined herein) and that certain Second Amended and Restated Plan
Support Agreement dated as of January 6, 2015 among the Debtor, the Backstop Parties and certain
other holders of Senior Secured Note Claims (as defined herein) (as amended, supplemented or
otherwise modified from time to time, the “PSA” and, together with the transactions
contemplated therein and under the Plan (as defined herein), all of which shall be substantially on
the terms and conditions described in the PSA, the “Restructuring Transactions”);



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”), (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, (iv) the
Debtor filed the Third Amended Plan of Reorganization of Exide Technologies dated as of March 25,
2105 [D.I. 3369] (the “Third Amended Plan”); and (v) the Debtor filed the Fourth Amended
Plan of Reorganization of Exide Technologies dated as of March 27, 2105 [D.I. 3409] (the
“Fourth Amended Plan”);



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 Plan (as
amended, supplemented or otherwise modified from time to time in accordance with the PSA and this
Agreement, the “Disclosure Statement”);



WHEREAS, on March 27, 2015, the Bankruptcy Court entered the Findings of Fact, Conclusions of
Law and Order Confirming Fourth Amended Plan [D.I. 3423] (the “Confirmation Order”);



WHEREAS, in connection with the Restructuring Transactions, each Backstop Party has entered
into this Commitment Agreement and become a party hereto and has agreed (on a several and not joint
basis) in connection with a Rights Offering of up to $175.0 million of New Second Lien Convertible
Notes, to purchase (x) such Backstop Party’s Primary Notes, and (y) up to its Backstop Commitment
Amount of the Backstop Notes, if any.



1.2 All references to the “PSA Term Sheet” in the Backstop Commitment Agreement shall be
replaced with references to the “Plan.”



1.3 The definition of “Confirmation Order” in Section 1.1 is hereby replaced in its entirety
as follows:



“Confirmation Order” has the meaning set forth in the recitals.



1.4 The definition of “Emergence Available Liquidity Target” in Section 1.1 is hereby replaced
in its entirety as follows:



“Emergence Available Liquidity Target” means $190.0 million; provided,
however, that the Emergence Available Liquidity Target shall be reduced dollar for dollar
by: (i) the amount by which the net proceeds received by Exide and/or its Subsidiaries pursuant to
the Frisco Master Settlement Agreement is less than the amount projected to be received as set
forth in the projections filed by Exide with the Bankruptcy Court on November 25, 2014; (ii) the
amount of any cash settlement paid by Exide and/or its Subsidiaries in respect of the AQMD
Complaint; and (iii) the amount of any cash paid by Exide and/or its Subsidiaries in respect of
claims of prepetition unsecured creditors (or any fee and expense related thereto);
provided, that notwithstanding the foregoing reductions, in no event shall the Emergence
Available Liquidity Target be less than $[141] million.



1.5 The first sentence of Section 2.4(a) of the Backstop Commitment Agreement is hereby
replaced in its entirety with the following:



(A) On the later to occur of April 7, 2015 and the date on which Exide has
received an executed commitment letter to provide the Exit ABL Revolver Financing
from one or more bona fide third-party lenders, which shall be in form and
substance reasonably satisfactory to the Requisite Backstop Parties, Exide, or the
Rights Offering Subscription Agent on behalf of Exide, shall deliver to each
Backstop Party a written notice (the “Initial Funding Notice”) and (B) if
an Escrow Release occurs, no later than the second (2nd) Business Day
prior to the anticipated Plan Effective Date, Exide, or the Rights Offering
Subscription Agent on behalf of Exide, shall deliver to each Backstop Party an
additional written notice (the “Subsequent Funding Notice” and, together
with the Initial Funding Notice, a “Funding Notice”), in each case of
(i) the aggregate principal amount of Rights Offering Notes elected to be
purchased by the Rights Offering Participants and the aggregate Purchase Price
therefor; (ii) the aggregate principal amount of Backstop Notes, if any, and the
aggregate Purchase Price therefor; (iii) the aggregate principal amount of Primary
Notes and Backstop Notes to be issued and sold by Exide to such Backstop Party and
the aggregate Purchase Price therefor; and (iv) the escrow account to which such
Backstop Party shall deliver and pay the aggregate Purchase Price for such Primary
Notes and Backstop Notes (the “Backstop Escrow Account”).



1.6 The third sentence of Section 2.4(b) of the Backstop Commitment Agreement is hereby
replaced in its entirety with the following:



The funds held in the Backstop Escrow Account shall be released to the Backstop
Parties, and each Backstop Party shall receive from the Backstop Escrow Account
the cash amount actually funded to the Backstop Escrow Account by such Backstop
Party, plus any interest accrued thereon, promptly following the earlier to occur
of (i) the termination of this Commitment Agreement in accordance with its terms
and (ii) the sixth (6th) Business Day following the Initial Funding
Notice if the Closing shall not have occurred; provided, however,
that the date of any release pursuant to this Section 2.4(b)(ii) may be extended
by Exide in its sole discretion until no later than April 30, 2015 if and for so
long as (x) Exide has received one or more commitments to provide the Exit ABL
Revolver Financing from one or more bona fide third-party lenders, which
commitments remain in effect; and (y) Exide is otherwise continuing to work in
good faith toward consummation of the Plan Effective Date; provided,
further, that, if the funds are released from the Backstop Escrow Account
pursuant to the foregoing clause (ii) (an “Escrow Release”), each Backstop
Party shall be required to re-deliver such released funds no later than two (2)
Business Days after receipt of a Subsequent Funding Notice; provided,
further, that, notwithstanding the foregoing, the Requisite Backstop
Parties may waive an Escrow Release with respect to all or a portion of the funds
held in the Backstop Escrow Account, and may agree that all or a portion of such
funds shall remain in the Backstop Escrow Account until the earlier to occur of
(i) the termination of this Commitment Agreement in accordance with its terms,
(ii) the Closing, or (iii) such other date as determined by the Requisite Backstop
Parties, in their sole discretion.



1.7 Section 7.2(c)(i) is hereby replaced in its entirety with the following:




(c)(i) A services agreement for the post-Effective Date transition of senior
management positions provided by employees of Alvarez & Marsal North America, LLC shall be
in form and substance reasonably satisfactory to the Requisite Backstop Parties, with the
effective date of the transition services agreement commencing on a date reasonably agreed
by the Requisite Backstop Parties.



1.8 Section 9.1(g) is hereby replaced in its entirety with the following:



(g) by Exide or any Backstop Party (other than a Defaulting Backstop Party) if the Closing
Date has not occurred by 11:59 p.m., New York City time on or before April 30, 2015 (as it may be
extended pursuant to this Section 9.1(g), the “Outside Date”); provided
that, upon the occurrence of a Backstop Party Default, the Outside Date shall be extended in
accordance with Section 2.3(a) during a Cover Transaction Period;



2. Conditions to Obligations. Except as set forth in Section 3 below, the Conditions to
the Obligations of the Parties set forth in Sections 7.1 and 7.2 of the Backstop Commitment
Agreement have not been fully satisfied in accordance with their terms. Nothing herein, nor any
delay on the part of any of the Backstop Parties in exercising any right, power or privilege
pursuant to the Backstop Commitment Agreement or herein, shall operate as a waiver of, nor preclude
any other or further exercise of, any of the Backstop Parties’ rights under the Backstop Commitment
Agreement, including under Article VII and Article IX thereto and under applicable law with respect
to the satisfaction of any conditions precedent and the existence, if any, of termination events
thereunder, and all such rights are fully preserved.



3. Waiver. Pursuant to and in accordance with Section 7.3 of the Backstop Commitment
Agreement, effective as of the date hereof, the undersigned hereby irrevocably waive each of the
condition set forth in Section 7.2(g) and (h), as and to the extent that any breach or inaccuracy
of any representation or warranty or any failure to perform or comply with any covenant or
agreement relates to Exide’s entry into, the subject matter of, or the terms and conditions of (i)
that certain Non-Prosecution Agreement reached by Exide with the United States Attorneys Office for
the Central District of California or (ii) that certain amendment to the 2014 stipulation and order
with the California Department of Toxic Substances Control that provides a framework for the
orderly closure and cleanup of the Vernon Facility, in each case as announced by Exide on March 12,
2015. The undersigned hereby irrevocably waive any right to terminate the Backstop Commitment
Agreement as a result of the conditions waived in this clause (b), including pursuant to Section
9.1(d)(vi).



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 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 to counsel
to the Unofficial Noteholder Committee and (ii) (a) with respect to the amendments set forth in
Section 1.8 hereof, as to each Backstop Party, on the date such Backstop Party shall have executed
and delivered a counterpart signature page of this Amendment to counsel to the Debtor; and (b) with
respect to all other provisions of this Amendment, the Requisite Backstop Parties shall have
executed and delivered counterpart signature pages of this Amendment 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 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 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