EX-10.3






Exide Technologies




AMENDMENT NO. 2 TO PLAN SUPPORT AGREEMENT




THIS AMENDMENT No. 2 (this “Amendment”), dated as of March 31, 2015 to the Second
Amended and Restated Plan Support Agreement dated as of January 7, 2015 (as amended, supplemented
or otherwise modified from time to time, 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, (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”); (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 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, 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 Fourth Amended
Plan;



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 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 Required
Consenting Creditors and the Debtor hereby agree as follows; provided that each Consenting
Creditor and the Debtor agrees to the amendment to the Plan Support Agreement set forth in Section
1.3 below:



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”),
(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”);



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




WHEREAS, the Unofficial Noteholder Committee and the Company have engaged in further
discussions to effect a restructuring of the Company through the Fourth Amended Plan (the
“Plan”) and in accordance with the Plan Supplements filed with the Bankruptcy Court
on March 4, 2015 [D.I. 3218] (the “Plan Supplement Documents”) with respect to the
New First Lien High Yield Notes (as defined in the Plan) and the New Second Lien
Convertible Notes (as defined in the Plan), all of which shall be substantially on the
terms and conditions described in this Agreement (such transactions under the Plan and the
Plan Supplement Documents, collectively, the “Restructuring Transactions”);



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




WHEREAS, in connection with the Restructuring Transactions, the Company expects to arrange
commitments to obtain exit financing, including by seeking an agreement from Consenting
Creditors and other parties to enter into a commitment (such parties, other than the
Debtor, collectively, the “Backstop Parties” and such agreement (including the
exhibits thereto) at all times in form and substance reasonably satisfactory to the
Required Consenting Creditors (as defined below), the “Backstop Commitment
Agreement”) with respect to the Rights Offering (as defined in the Plan), along with
other commitment agreements regarding exit financing in accordance with the Plan (such
additional commitments, the “Exit Financing Commitment Agreements”).



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



1.5 Section 4.03 of the Plan Support Agreement is hereby replaced in its entirety with the
following:




Commitments of the Company and the Consenting Creditors. The Backstop Parties have
agreed to backstop the $175 million Rights Offering up to $160 million in accordance with
and pursuant to the terms of the Backstop Commitment Agreement. During the Effective
Period, the Company and each Consenting Creditor agree that each Consenting Creditor shall
be afforded an opportunity to become a Backstop Party for the Rights Offering (as defined
in the Plan) to purchase up to its pro rata share of Second Lien Convertible Notes (as
defined in the Plan) in proportion to the principal amount of Senior Secured Notes held, as
of such date of determination, by all Consenting Creditors. Prior to entering into any
agreement with any third party with respect to a backstop for the Rights Offering (as
defined in the Plan), the Company shall offer each Consenting Creditor the opportunity to
backstop the Rights Offering (as defined in the Plan) on the most favorable terms offered
to such third party.



1.6 Section 8.01(d) of the Plan Support Agreement is hereby amended by deleting this section
in its entirety and inserting in lieu thereof “Reserved.”



1.7 Section 8.01(e) of the Plan Support Agreement is hereby amended by deleting the reference
to “March 31, 2015” and inserting in lieu thereof the date “April 30, 2015.”



1.8 Section 8.05(b) of the Plan Support Agreement is hereby amended by deleting the reference
to “March 31, 2015” and inserting in lieu thereof the date “April 30, 2015.”



1.9 Section 8.05(c) 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 “the Plan Supplement
Documents.”



1.10 Section 8.05(d) 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 Supplement Documents.”



1.11 The last sentence of Section 8.05 of the Plan Support Agreement defining the term
“Economic Change” is hereby replaced in its entirety as follows:




As used in this Agreement, the term “Economic Change” means any amendment,
modification, supplement, change or agreement that affects the economic terms of, or
participation rights under, this Agreement, the Plan Supplement Documents, or the Plan
Transaction Documents, including the priority, fees, interest rates, maturity, equity
splits, participation rights in, or other terms of the First Lien High Yield Notes (as
defined in the Plan) and the Second Lien Convertible Notes (as defined in the Plan).



1.12 Section 9 of the Plan Support Agreement is hereby amended by deleting the reference to
“Plan Term Sheet.”



1.13 Section 11.19 of the Plan Support Agreement is hereby amended by deleting the reference
to “Plan Term Sheet.”



1.14 Exhibit A to the Plan Support Agreement is hereby deleted in its entirety.



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



2. 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).



3. Effectiveness. In accordance with Section 9 of the Plan Support 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) each Consenting Creditor shall have executed and delivered
counterpart signature pages of this Amendment to counsel to the Debtor.



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



5. Applicable Law. This Amendment 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 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:



1



Exhibit 1 




Fourth Amended Plan





2