EX-10.1






AMENDMENT NO. 2, dated as of October 9, 2013 (this “Amendment”), in respect of
the Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of July 12,
2013 (as amended, supplemented or otherwise modified, the “DIP Credit Agreement”) by and
among Exide Technologies, a Delaware corporation and a debtor and debtor-in-possession under
Chapter 11 of the Bankruptcy Code (the “US Borrower”), Exide Global Holding Netherlands
C.V., a limited partnership organized under the laws of the Netherlands (the “Foreign
Borrower” and, together with the US Borrower, the “Borrowers”), the Lenders from time
to time party thereto and JPMorgan Chase Bank, N.A., a national banking association, as agent for
the Lenders (in such capacity, together with its successors and assigns in such capacity, the
“Agent”). Capitalized terms used herein and not otherwise defined herein have the meanings
assigned to them in the DIP Credit Agreement.



WHEREAS, the parties hereto desire to amend the DIP Credit Agreement as provided for herein.



NOW THEREFORE, the parties hereto hereby agree as follows:



SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each
term used herein that is defined in the DIP Credit Agreement has the meaning assigned to such term
in the DIP Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and
each other similar reference and each reference to “this Agreement” and each other similar
reference contained in the DIP Credit Agreement shall, after this Amendment becomes effective,
refer to the DIP Credit Agreement as amended hereby.



SECTION 2 . Amendments to the DIP Credit Agreement.



(a) The definition of “Permitted Liens” in Schedule 1.1 to the DIP Credit Agreement is hereby
amended by:




(i) inserting the following as a new paragraph (cc):




“(cc) Liens in favor of purchasers pursuant to any purchase or acquisition agreement in
connection with the sale, transfer or disposition of any assets (other than Borrowing Base
Collateral) permitted under clause (s) or (t) of the definition of Permitted Dispositions;
provided that such Liens are in the nature of (to the extent constituting a Lien)
contractual encumbrances, conditions to sale, preferences and/or restrictions on or
affecting only the assets (other than Borrowing Base Collateral) that are to be disposed of
pursuant to such a Permitted Disposition.”




(ii) removing the reference to “and” at the end of the paragraph (aa); and




(iii) replacing the period with a semi-colon at the end of the paragraph (bb) and
inserting “and” after the semi-colon.



(b) Schedule 1.1 to the DIP Credit Agreement is hereby amended by:




(i) amending and restating the definition of “Total Adjusted Operating Cash Flow” in
its entirety to read as follows:




“Total Adjusted Operating Cash Flow” means, for any period, the cumulative
amount of cash receipts (excluding Specified Escrow Receipts) for the Company and its
Subsidiaries minus the cumulative amount of cash operating disbursements for the Company and
its Subsidiaries on a consolidated basis (excluding Specified Disbursements), all on a
consolidated basis, as set forth in the applicable Cash Budget or Variance Report.




(ii) inserting the following definitions in the appropriate alphabetical order:



“Frisco Escrow Account” means the Bowtie remediation escrow
account established pursuant to that certain modification agreement by and among the Company, the
City of Frisco, Texas, a local governmental entity organized and existing under the laws of the
State of Texas, the Frisco Economic Development Corporation, a non-profit corporation created
pursuant to the Texas Development Corporation Act, and the Frisco Community Development
Corporation, a non-profit corporation created pursuant to the Texas Development Corporation Act,
which modified that certain master settlement agreement entered into by among the parties to the
modification agreement effective as of June 6, 2012.



“Specified Escrow Receipts” means disbursements to the Company
from the Frisco Escrow Account.



(c) Section 6.5 to the DIP Credit Agreement is hereby amended by inserting the following
language immediately after the phrase “may change its name” in the proviso to such section: “, its
organizational identity in connection with a transaction permitted by Section 6.3 (so long as such
transaction is not otherwise prohibited hereunder)”.



(d) Section 6.14 to the DIP Credit Agreement is hereby amended by deleting the phrase “of any
Stock” and replacing it with “of any of its Stock”.



SECTION 3 . Representations and Warranties; No Default. The Borrowers represent and warrant
that (a) the representations and warranties of the Loan Parties set forth in the Credit Agreement
and in the other Loan Documents are true and correct in all material respects (except that such
materiality qualifier shall not be applicable to any representations and warranties that already
are qualified or modified by materiality in the text thereof) on and as of the Amendment Effective
Date (as defined below), as though made on and as of such date (except to the extent that such
representations and warranties relate solely to an earlier date, in which case such representations
and warranties are true and correct in all material respects (or true and correct, as the case may
be) as of such earlier date) and (b) no Default or Event of Default has occurred and is continuing
on the Amendment Effective Date (as defined below).



SECTION 4 . Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE.



SECTION 5 . Counterparts. This Amendment may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Delivery by facsimile or other electronic imaging means of an executed counterpart of
a signature page to this Amendment shall be effective as delivery of an original executed
counterpart of this Amendment.



SECTION 6 . Headings. Section headings herein are included for convenience of reference only
and shall not affect the interpretation of this Amendment.



SECTION 7 . Effectiveness. This Amendment shall become effective (the “Amendment
Effective Date”) when the Agent shall have received from each of the Loan Parties, the Required
Revolver Lenders and the Required Term Lenders a counterpart hereof signed by such party or
facsimile or other written confirmation (in form satisfactory to the Agent) that such party has
signed a counterpart hereof.



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	JPMORGAN CHASE BANK, N.A., as Agent

	By:

	 	/s/ Charles K. Holmes
	
 
	 	 
	Name: Charles K. Holmes

	Title: Executive Director







	 	 	 





	 	 	 
	EXIDE TECHNOLOGIES
	a Delaware corporati

	 	on, as US Borrower
	By:

	 	/s/ Phillip Damaska
	
 
	 	 
	Name: Phillip Damaska

	Title: EVP & CFO







	 	 	 





	 	 	 
	EXIDE GLOBAL HOLDING NETHERLANDS C.V.
	a limited partnershi

existing under the l

Netherlands, represe

Technologies, its ge

as Foreign Borrower

	 	p organized and

aws of the

nted by Exide

neral partner,



	By: /s

	 	/ Phillip Damaska
	 

	 	 
	Name: Phillip Damaska

	Title: EVP & CFO







	 	 	 





	 	 	 
	[LENDERS’ CONSENTS ON FILE WITH THE AGENT]
	By:

	 	

	Name:

	Title: