EX-10.1






AMENDMENT NO. 12, dated as of March 26, 2015 (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 the amendments set forth in Section 2
become effective pursuant to Section 8, refer to the DIP Credit Agreement as amended hereby.



SECTION 2 . Amendments to the DIP Credit Agreement.



Subject to the satisfaction of the conditions precedent set forth in Section 8 below, from and
after the Amendment Effective Date (as defined below), the DIP Credit Agreement is hereby amended
as follows:



(a) Section 6.7(a)(ii) is hereby amended and restated in its entirety to read as
follows:




“(ii) subject to the terms of Section 2.4(f)(ii), Restricted Debt Payments of the
Term Advances pursuant to Section 2.4(e)(ii) or 2.4(e)(v);”



(b) Section 8.22 is hereby amended and restated in its entirety to read as follows:




“8.22 Reorganization Plan. If a Reorganization Plan that is not an
Acceptable Reorganization Plan shall be confirmed in the Case, or the Company shall
propose or support or fail to oppose any such plan or any motion or other pleading
that seeks to extend the Maturity Date unless such extension is approved or
conditioned on the consent of each Lender.”



(c) Section 8.31 is modified to delete “, unless a replacement PSA is entered into
within 14 days after the date of such termination” from clause (i) thereof.



(d) The following new Sections 8.32 is added in the appropriate numerical order to
read as follows:




“8.32. Reversal of Confirmation Order, etc. If (a) the order of the
Bankruptcy Court confirming the Acceptable Reorganization Plan shall have been
amended, modified or supplemented (or any portions thereof reversed, stayed or
vacated) in any manner other than as agreed in writing by the Agent and the Required
Revolver Lenders in their sole discretion or (b) the Backstop Commitment Agreement
(as defined in the Acceptable Reorganization Plan) shall have been terminated or the
transactions contemplated thereby otherwise become incapable of consummation.”



(e) The definition of “Acceptable Reorganization Plan” is hereby amended and
restated in its entirety to read as follows:




“Acceptable Reorganization Plan” means a Reorganization Plan that (a)(i)
provides for the termination of the Commitments and the payment in full in cash of
the Revolver Obligations under the Loan Documents (other than contingent
indemnification obligations not yet due and payable) on the effective date of such
Reorganization Plan and (ii) provides for the payment in full in cash of the Term
Obligations under the Loan Documents (other than contingent indemnification
obligations not yet due and payable) on the effective date of such Reorganization
Plan, or such other treatment of the Term Obligations as the holders of such Term
Obligations shall consent to under the terms of such Reorganization Plan, (b)
contains release and indemnification provisions relating to the Agent and the
Lenders that are reasonably acceptable to the Agent, (c) does not contain any
provisions that are materially inconsistent with the payment, release and
indemnification provisions described in clauses (a) and (b) and (d) contemplates
effectiveness of such Reorganization Plan no later than April 30, 2015.



(f) The definition of “Maturity Date” is hereby amended and restated in its entirety
to read as follows:




““Maturity Date” means the earliest to occur of (a) April 30, 2015, (b) the
acceleration of the Advances and the termination of the Commitments pursuant to
Section 9.1 and (c) the substantial consummation (as defined in Section 1101(2) of
the Bankruptcy Code, which for purposes hereof shall be no later than the effective
date thereof) of a Reorganization Plan that is confirmed pursuant to an order
entered by the Bankruptcy Court.”



(g) The definition of “Restricted Debt Payment” is hereby amended and restated in
its entirety to read as follows:




““Restricted Debt Payment” means any payment, prepayment, redemption,
defeasance, purchase, or other acquisition of (a) any Indebtedness that is
subordinated in right of payment to the Obligations and (b) any prepetition
Indebtedness of the Company, including the Prepetition Senior Secured Notes and the
Prepetition Senior Subordinated Notes (but excluding any critical vendor payments or
any other payments approved by the Bankruptcy Court and authorized in the Financing
Orders or in any “first day” or “second day” order reasonably acceptable to the
Agent or as otherwise is not in violation of Section 8.19) and (c) prior to the
payment in full in cash of the Revolver Obligations under the Loan Documents (other
than contingent indemnification obligations that are not then due and payable) and
the termination of the Revolver Commitments, any principal with respect to the Term
Advances.”



(h) Exhibit W-2 of the DIP Credit Agreement is amended by:



(i) amending and restating clause (ii) thereof to read as follows:




“(ii) the Bankruptcy Court shall not have entered an order confirming an
Acceptable Reorganization Plan by April 10, 2015, or the US Borrower shall have
abandoned its effort to confirm and Acceptable Reorganization Plan; or”; and




(ii) amending replacing the reference to “March 31, 2015” in clause (iii) of
the second paragraph thereof with a reference to “April 30, 2015”.



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 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.



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. Delivery to Agent by any Lender of an executed counterpart of a
signature page to this Amendment shall constitute such Lender’s irrevocable consent to each of the
amendments set forth in this Amendment, which irrevocable consent shall be binding (a) on such
Lender’s successors and assigns in accordance with the terms hereof, notwithstanding the occurrence
of any assignment of or succession in interest to such Lender’s Advances and/or Commitments prior
to the occurrence of the Amendment Effective Date and (b) with respect to any Term Advances and/or
Revolver Commitments held by such Lender on the date such Lender delivers its executed counterpart
of a signature page to this Amendment or thereafter acquired by such Lender.



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



SECTION 7 . Amendment Fees. Subject to the occurrence of the Amendment Effective Date, the
Borrowers agree to pay, or cause to be paid to the Agent (a) for the account of each Revolver
Lender that consents to this Amendment on or prior to 5:00 p.m. (New York City time) on March 26,
2015, fees (any such fees, the “Revolver Amendment Fees”) in an amount equal to 0.20% of
such Revolver Lender’s Revolver Commitment as of the Amendment Effective Date and (b) for the
account of each Term Lender that consents to this Amendment on or prior to 5:00 p.m. (New York City
time) on March 26, 2015, fees (any such fees, the “Term Amendment Fees” and, together with
the Revolver Amendment Fees, the “Amendment Fees”) in an amount equal to 0.20% of the
aggregate outstanding principal amount of such Term Lender’s Term Advances (including, for the
avoidance of doubt, all Additional Term Advances) as of the Amendment Effective Date.



SECTION 8 . Effectiveness. This Amendment shall become effective when (a) the Agent
shall have received from each Borrower and each Lender 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, (b) the Borrowers shall have paid, or caused to be paid, all fees and
expenses required to be paid by them pursuant to the Loan Documents and that certain Engagement
Letter, dated as of March 20, 2015, between J.P. Morgan Securities LLC and the US Borrower and (c)
the Borrowers shall have paid to the Agent, for the account of the applicable Lenders, all
Amendment Fees payable pursuant to Section 7, it being understood that (x) once paid, any amounts
payable hereunder or any part thereof payable hereunder shall not be refundable under any
circumstances and (y) all amounts payable hereunder shall be paid in immediately available funds
and shall not be subject to reduction by way of setoff or counterclaim (the date on which such
conditions shall be first satisfied, the “Amendment Effective Date”).



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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/ Brad S. Kalter
	
 
	 	 
	Name: Brad S. Kalter

	Title: VP, Deputy GC & Secretary







	 	 	 





	 	 	 
	EXIDE GLOBAL HOLDING NETHERLANDS C.V.
	a limited partnershi

existing under the l

Netherlands, represe

Technologies, its ge

Foreign Borrower

	 	p organized and

aws of the

nted by Exide

neral partner, as



	By:

	 	/s/ Brad S. Kalter
	
 
	 	 
	Name: Brad S. Kalter

	Title: VP, Deputy GC & Secretary







	 	 	 





	 	 	 
	[LENDERS SIGNATURES	 	 
	ON FILE WITH THE AGENT]
	By:

	 	

	Name:

	Title: