EX-10.1






AMENDMENT NO. 8, dated as of October 9, 2014 (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 10, refer to the DIP Credit Agreement as amended hereby.



SECTION 2 . Amendments to the DIP Credit Agreement.



Subject to the satisfaction of the applicable conditions precedent set forth in Section 10
below, from and after the Amendment Effective Date (as defined below), the DIP Credit Agreement is
hereby amended as follows:



(a) Section 2.4(e)(ii)(B) of the DIP Credit Agreement is hereby amended by amending
and restating the initial sentence thereof to read as follows:




“(B) Within 3 Business Days of the date of receipt by any Loan Party of the Net
Cash Proceeds of any voluntary or involuntary sale or disposition made after the
Amendment No. 8 Effective Date by any Loan Party or any of the Restricted
Subsidiaries of any assets (including Casualty Events but excluding sales or
dispositions which qualify as Permitted Dispositions except for clauses (q), (s) and
(u) of the definition of Permitted Dispositions), the Borrowers shall prepay the
outstanding principal amount of the Obligations, in accordance with Section
2.4(f)(ii), in an amount equal to 100% of such Net Cash Proceeds (including
condemnation awards and payments in lieu thereof) received by such Person in
connection with such sales or dispositions.”



(b) Section 2.10 of the DIP Credit Agreement is hereby amended by:




(i) inserting a new clause (f) to read as follows:




“(f) On December 31, 2014, to Agent (i) for the ratable account of
the Revolver Lenders, a duration fee in an amount equal to 0.50% of the
aggregate amount of the Revolver Commitments as of December 30, 2014 and
(ii) for the ratable account of the Term Lenders, a duration fee in an
amount equal to 0.50% of the aggregate amount of the Term Advances as of
December 30, 2014.”; and




(ii) Inserting a new clause (g) to read as follows:




“(g) On the last Business Day of each month from and including October
31, 2014 up to the last Business Day of the month prior to the Payoff Date
and on the Payoff Date, to Agent for the ratable account of the Term
Lenders, a fee in an amount equal to 0.0833% of the aggregate outstanding
principal amount of the Term Advances as of the Business Day immediately
preceding such day.”



(c) Section 3.2 of the DIP Credit Agreement is hereby amended by (i) deleting the
reference to “and” at the end of clause (e), (ii) replacing the period at the end of clause (f)
with a reference to “; and” and (iii) adding a new clause (g) thereto to read as follows:




“(g) in the case of any Revolver Advance, Unrestricted Cash shall not exceed
$50,000,000 after giving effect to the making of such Revolver Advance and any
application of the proceeds of such Revolver Advance within three Business Days of
such Revolver Advance.”



(d) Section 5.7(b) of the DIP Credit Agreement is hereby amended by deleting both of
the provisos thereto.



(e) Section 5.14 of the DIP Credit Agreement is hereby amended by adding the
following new sentence immediately after the first sentence therein:




“The Company shall arrange for, on the last Business Day of each month or such
other Business Day during the week immediately following such Business Day as the
Company may designate upon reasonable prior notice (unless waived by the Agent) a
conference call discussing and analyzing the financial condition and results of
operations of each of the Loan Parties for the prior month and progress in achieving
the Milestones.”



(f) Section 6.1 of the DIP Credit Agreement is hereby amended by adding the
following proviso at the end thereof:




“provided, that from and after the Amendment No. 8 Effective Date, the
Loan Parties will not, and will not permit any of the Restricted Subsidiaries to,
incur or become liable with respect to any Indebtedness pursuant to clause (e), (n)
or (q) of the definition of Permitted Indebtedness”; provided,
further, that any such Indebtedness incurred prior to the Amendment No. 8
Effective Date, pursuant to clause (e), (n) or (q) of the definition of Permitted
Indebtedness that remains outstanding as of the Amendment No. 8 Effective Date shall
be permitted to remain outstanding; and



(g) Section 7.1 of the DIP Credit Agreement is hereby amended and restated in its
entirety to read as follows:




“7.1 Minimum Liquidity. The Company shall not permit (a) the aggregate
amount of Liquidity to be less than $50,000,000 or (b) the aggregate amount of US
Liquidity to be less than $25,000,000, in each case, for any five (5) consecutive
Business Days.”



(h) Section 7.2 of the DIP Credit Agreement is hereby amended and restated in its
entirety to read as follows:




“7.2 Maximum Capital Expenditures. The Company shall not, and shall
not permit its Restricted Subsidiaries to, make or incur, on a consolidated basis,
Capital Expenditures: (a) during the fiscal quarter of the Company ending December
31, 2014, in an amount exceeding $35,000,000, or (b) during any calendar month
ending after December 31, 2014, in an amount exceeding $12,500,000.”



(i) Section 7.5 of the DIP Credit Agreement is hereby amended and restated in its
entirety to read as follows: “[Reserved]”.



(j) Section 8.13 of the DIP Credit Agreement is hereby amended by replacing the
reference to “the Agent’s and the Required Lenders’ consent” therein with a reference to “the
consent of the Agent, the Required Revolver Lenders and the Required Term Lenders”;



(k) Section 8.18 of the DIP Credit Agreement is hereby amended by replacing the
reference to “the written consent of the Agent and the Required Lenders” therein with a reference
to “the written consent of the Agent, the Required Revolver Lenders and the Required Term Lenders”
and by adding the following proviso at the end thereof:




“provided, that consent by Lenders to Amendment No. 8 shall be deemed to
constitute consent to entry of an order amending, supplementing or modifying the
Final Financing Order as necessary to effectuate Amendment No. 8 and to permit the
reimbursement of reasonable and actual fees and expenses provided for under Section
15.7 as additional adequate protection for the Prepetition Senior Secured
Noteholders’ Unofficial Committee”;



(l) Section 8.21 of the DIP Credit Agreement is hereby amended by replacing the
reference to “the Required Lenders’ consent” with a reference to “the consent of the Required
Revolver Lenders and the Required Term Lenders (or, in the case of a transaction that contemplates
the termination of all Revolver Commitments and the payment in full in cash of all Revolver
Obligations (other than Bank Product Obligations that are not Noticed Bank Product Obligations and
other than contingent obligations as to which no claim has been asserted) at or prior to the
consummation of such transaction and is otherwise reasonably satisfactory in form and substance to
the Agent, the Required Lenders’ consent”;



(m) Section 8.31 of the DIP Credit Agreement is hereby amended and restated in its
entirety to read as follows:




“8.31 Modification to PSA If the PSA shall at any time be (i)
terminated, unless a replacement PSA is entered into within 14 days after the date
of such termination, or (ii) amended, supplemented or otherwise modified in a manner
such that the Reorganization Plan supported thereby ceases to constitute an
Acceptable Reorganization Plan, in any such case, without the consent of the Agent.”



(n) Section 9.1 of the DIP Credit Agreement is hereby amended by:




(i) replacing the reference to “the Required Lenders and, in the case of
clause (b), the Required Revolver Lenders” with a reference to “the Required Lenders (or (i)
in the case of clauses (a)(ii) or (b), the Required Revolver Lenders (and no other Lenders)
and (ii) in the case of clause (a)(iii), the Required Term Lenders (and no other Lenders)”;




(ii) amending and restating clause (a) thereof in its entirety to read as
follows:




“(a) declare immediately due and payable, whether evidenced by this
Agreement or by any of the other Loan Documents, (i) the Obligations (other
than the Bank Product Obligations), (ii) the Revolver Obligations (other
than the Bank Product Obligations) or (iii) the Term Obligations, in each
case whereupon the same shall become and be immediately due and payable and
Borrowers shall be obligated to repay all of such Obligations in full,
without presentment, demand, protest, or further notice or other
requirements of any kind, all of which are hereby expressly waived by each
Borrower; provided that the Revolver Obligations (other than the
Bank Product Obligations) shall immediately and automatically become due and
payable pursuant to this clause upon the acceleration of the Term
Obligations pursuant to subclause (iii) above,”




(iii) adding the following new sentence to the end thereof to read as
follows: “The provisions of this Section 9.1 concerning rights and remedies with respect to
the Collateral are subject to the provisions of Section 9.3”.



(o) The DIP Credit Agreement is hereby amended by adding a new Section 9.3 in the
appropriate numerical order to read as follows:




“Section 9.3 Certain Intercreditor Agreements. (a) Notwithstanding anything
to the contrary herein or in any other Loan Document, but subject to Section 9.3(b),
each Term Lender agrees (solely in its capacity as a Term Lender) that, so long as
any Revolver Commitments remain in effect or any Revolver Obligations remain
outstanding (other than Bank Product Obligations that are not Noticed Bank Product
Obligations and other than contingent obligations as to which no claim has been
asserted):




(i) it shall not exercise or seek to exercise (or instruct the Agent to
exercise or seek to exercise) any rights or remedies (including setoff and
credit bidding) with respect to any Collateral, or institute any action or
proceeding with respect to such rights or remedies (including any action of
foreclosure),




(ii) it shall not contest, protest or object to (including, without
limitation, by objecting to any motion or other pleading filed with the
Bankruptcy Court in any way related to any such action) any foreclosure
proceeding or any action brought with respect to the Collateral by the Agent
or any Revolver Lender, the exercise of any right by the Agent or any
Revolver Lender in respect of the Collateral under any lockbox agreement,
control agreement, or similar agreement or arrangement, or any other
exercise by any such party of any rights and remedies relating to the
Collateral, so long as the order of application of proceeds set forth in
Section 2.4(b)(ii) is complied with (to the extent applicable),




(iii) it shall not object to the forbearance by the Agent or the
Revolver Lenders from bringing or pursuing any foreclosure proceeding or any
action or any other exercise of any rights or remedies relating to the
Collateral,




(iv) the Agent (acting at the direction of the Required Revolver
Lenders, and no other Lenders) and the Revolver Lenders shall have the
exclusive right to enforce rights, exercise remedies (including setoff and
the right to credit bid their Revolver Obligations) and make determinations
regarding the release of, disposition of or restrictions with respect to the
Collateral without any consultation with or the consent of any Term Lender
or any representative of any Term Lender,




(v) in exercising rights and remedies with respect to the Collateral,
the Agent (acting at the direction of the Required Revolver Lenders, and no
other Lenders) and the Revolver Lenders may enforce the provisions of the
Loan Documents and exercise remedies thereunder, all in such order and in
such manner as they may determine in the exercise of their sole discretion,
so long as the order of application of proceeds set forth in Section
2.4(b)(ii) is complied with (to the extent applicable),




(vi) it will not take or receive any Collateral or any proceeds of
Collateral in connection with the exercise of any right or remedy (including
setoff and credit bidding) with respect to any Collateral, other than in
accordance with Section 2.4(b)(ii), and




(vii) it will not take any action (including, without limitation,
objecting to any motion or other pleading filed with the Bankruptcy Court in
any way related to any such action) that would hinder any exercise of
remedies undertaken by the Agent (acting at the direction of the Required
Revolver Lenders, and no other Lenders) or any Revolver Lender with respect
to the Collateral, including any disposition of the Collateral, whether by
foreclosure or otherwise, so long as the order of application of proceeds
set forth in Section 2.4(b)(ii) is complied with (to the extent applicable),




(viii) that it waives any and all rights it may have to object to the
manner in which the Agent (acting at the direction of the Required Revolver
Lenders, and no other Lenders) or any Revolver Lender seeks to enforce or
collect the Revolver Obligations or the Liens on the Collateral, regardless
of whether any action or failure to act by the Agent (acting (or failing to
act) at the direction of the Required Revolver Lenders, and no other
Lenders) or any Revolver Lender is adverse to the interests of the Term
Lenders, so long as the order of application of proceeds set forth in
Section 2.4(b)(ii) is complied with (to the extent applicable) and




(ix) that any Collateral or proceeds thereof received by it in
connection with the exercise of any right or remedy (including setoff and
credit bidding) other than in accordance with Section 2.4(b)(ii) or
otherwise in contravention of the foregoing shall be segregated and held in
trust for the benefit of the Agent and the Revolver Lenders and forthwith
paid over to the Agent for its benefit and for the benefit of the Revolver
Lenders in the same form as received, with any necessary endorsements, or
otherwise in accordance with Section 2.4(b)(ii), or as a court of competent
jurisdiction may otherwise direct (and the Agent is hereby authorized to
make any such endorsements as its agent, which authorization is coupled with
an interest and is irrevocable).




(b) Notwithstanding anything to the contrary in this Agreement or in any other
Loan Document, the Agent and each of the Lenders agree that none of the provisions
contained in Section 9.3(a) shall limit the ability of the Agent, based upon the
instruction of the Required Term Lenders, (or the ability of any Lender to so
instruct the Agent) to credit bid any or all of the Term Obligations in a
transaction that contemplates the termination of all Revolver Commitments and the
payment in full in cash of all Revolver Obligations (other than Bank Product
Obligations that are not Noticed Bank Product Obligations and other than contingent
obligations as to which no claim has been asserted) at or prior to the consummation
of such transaction.”



(p) Section 14.1(a)(iii) of the DIP Credit Agreement is hereby amended by replacing
the reference to “the Required Lenders” in the parenthesis thereof with a reference to “(i) with
respect to Revolver Obligations, the Required Revolver Lenders, and (ii) with respect to Term
Obligations, the Required Term Lenders”.



(q) Section 14.1(d)(iv) of the DIP Credit Agreement is hereby amended by (i) adding
a reference to “or to Section 6.4 (other than with respect to any transaction that
contemplates the termination of all Revolver Commitments and the payment in full in cash of all
Revolver Obligations (other than Bank Product Obligations that are not Noticed Bank Product
Obligations and other than contingent obligations as to which no claim has been asserted) at or
prior to the consummation of such transaction and is otherwise reasonably satisfactory in form and
substance to the Agent)” immediately preceding the reference to “shall become effective” and (ii)
adding a reference to “, to the last sentence of Section 9.1, to Section 9.3”
immediately following the reference to “Section 2.15(d)”.



(r) Section 15.7 of the DIP Credit Agreement is hereby amended by amending and
restating the initial sentence thereof to read as follows:




“The Required Term Lenders may, at the Company’s expense, retain (i) the
Required Term Lenders’ Advisors to represent them in connection with the Loan
Documents and (ii) professionals to represent them in connection with environmental
matters (including legal, strategic or technical) related to the Company and its
Restricted Subsidiaries (all reasonable, actual and documented costs, fees and
expenses of the Required Term Lenders’ Advisors, one Delaware law firm retained by
the Required Term Lenders and any such environmental professionals, collectively,
the “Required Term Lenders’ Advisors’ Expenses”).”



(s) Section 15.9 of the DIP Credit Agreement is hereby amended by:




(i) replacing each reference to “the Required Lenders” in the penultimate sentence
thereof with a reference to “the Required Revolver Lenders and the Required Term Lenders
(collectively)”; and




(ii) amending and restating the last sentence thereof in its entirety to read as
follows:




“If at any time the Person acting as “Agent” in respect of the Term
Facility is not the Person acting as “Agent” in respect of the Revolver Facility and
the Letters of Credit, the term “Agent” as used herein shall (i) in the case of
Section 9.3 hereof, be deemed a reference to the Person acting as “Agent” in
respect of the Revolver Facility and (ii) in the case of all other provisions
hereof, be deemed a collective reference to each such Person, the applicable
provisions of this Agreement and the other Loan Documents shall be construed
accordingly, mutatis mutandis, and such Persons shall cooperate in the
administration of this Agreement and the other Loan Documents to the extent
necessary or appropriate.”



(t) Section 15.11(a) of the DIP Credit Agreement is hereby amended by inserting the
following immediately following the last sentence of that Section:




“Notwithstanding anything to the contrary in this Agreement or in any other
Loan Document but subject to Section 9.3, (i) the Agent may (and each Term
Lender hereby authorizes the Agent to), based upon the instruction of the Required
Term Lenders, credit bid any or all Term Obligations and purchase all or any portion
of the Collateral at any sale thereof conducted under any applicable law, including
the Bankruptcy Code, the Code or the PPSA, or at any sale or foreclosure conducted
by Agent (whether by judicial action or otherwise) in accordance with applicable Law
and (ii) any credit bidding of the Revolver Obligations shall require the consent of
the Required Revolver Lenders.”



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




(i) amending and restating the definition of Acceptable Reorganization Plan
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), (b) and (c) contemplates effectiveness
of such Reorganization Plan no later than March 31, 2015.”




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




““Amendment No. 8” means that certain Amendment No. 8 to this
Agreement, dated as of October 9, 2014 by and among the Borrowers, the Agent and the
Lenders.




“Amendment No. 8 Effective Date” means the “Amendment Effective Date”
(as defined in Amendment No. 8).




“PSA” means the customary plan support agreement referred to in Section
9(c)(iv) of Amendment No. 6, as the same may be modified or replaced from time to
time to the extent not constituting an Event of Default under Section 8.31.”




(iii) amending and restating the table contained in the definition of
“Applicable Margin” in its entirety to read as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LIBOR Rate Loans/	 	 	 	 
	 	 	Overnight LIBO Rate	 	 	 	 
	Date of Determination	 	Loans	 	Base Rate Loans	 	Unused Fees
	On or prior to December

31, 2014

	 	4.00%



	 	3.00%



	 	1.00%




	
 
	 	 	 	 	 	 	 	 	 	 	 	 
	After December 31, 2014

	 	 	4.50	%	 	 	3.50	%	 	 	1.50	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 







(iv) inserting the following new definition in the appropriate alphabetical
order:




““Margin Increase Approval Order” means an order of the Bankruptcy
Court authorizing the amendments set forth in clauses 2(c) and 2(q)(iii) of
Amendment No. 8, which order shall have been entered on such prior notice to such
parties as may be satisfactory to the Agent in its sole discretion and be reasonably
satisfactory in form and substance to Agent.”




(v) amending and restating the definition of “Maturity Date” in its entirety
to read as follows:




““Maturity Date” means the earliest to occur of (a) March 31, 2015, (b)
if the Margin Increase Approval Order has not been entered on or prior to November
3, 2014, November 4, 2014, (c) if the Margin Increase Approval Order has been stayed
or amended or modified except as otherwise agreed to in writing by the Agent in its
sole discretion, the effective date of such stay, amendment or modification, (d) the
acceleration of the Advances and the termination of the Commitments pursuant to
Section 9.1 and (e) 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.”




(vi) amending and restating clause (t) of the definition of “Permitted
Disposition” in its entirety to read “the sale or disposition of approximately 50 tons of
Texas Commission on Environmental Quality Dallas-Fort Worth nitrogen oxide emission
reduction credits, which sale or disposition shall be made at fair market value pursuant to
bidding procedures approved by the Bankruptcy Court”;




(vii) the definition of “Permitted Indebtedness” is hereby amended as
follows:




(A) amending and restating clause (p) thereof in its entirety to
read: “Indebtedness identified on (i) Schedule P-4 and any Refinancing Indebtedness
in respect of such Indebtedness and (ii) Schedule P-5;”




(B) replacing the reference to “€5,000,000 at any time, inclusive of
amounts outstanding on the Closing Date; and” in clause (r) thereof with a reference
to “€2,000,000 at any time;”;




(C) replacing the reference to “€4,000,000 at any time, inclusive of
amounts outstanding on the Closing Date” in clause (s) thereof with a reference to
“€2,000,000 at any time”;




(D) replacing the reference to “€50,000,000 at any time, inclusive of
amounts outstanding on the Closing Date.” in clause (t) thereof with a reference to
“€10,000,000 at any time; and”;




(E) adding a new clause (u) thereto to read: “(u) Indebtedness of
Foreign Subsidiaries incurred on or after the Amendment No. 8 Effective Date in an
aggregate principal amount not to exceed €5,000,000 at any time outstanding.”




(viii) inserting the following new definition in the appropriate alphabetical
order:




““US Liquidity” means, at any time, the sum of (x) Unrestricted Cash
held in accounts of the US Borrower plus (y) Excess Availability, in each case at
such time.



(v) Exhibit W-2 of the DIP Credit Agreement is hereby amended and restated in its
entirety to read as follows:




“By no later than November 17, 2014, either (i) the PSA shall have been
executed by the parties thereto or (ii)(x) the Board of Directors of the Company
shall have approved a sale process in form and substance reasonably satisfactory to
the Agent in its sole discretion (after reasonable consultation with the Required
Lenders’ Advisors) and (y) informational packages and solicitations for bids that
are in form and substance reasonably acceptable to the Agent (after reasonable
consultation with the Required Term Lenders’ Advisors) shall have been distributed
to potential bidders;




If the condition set forth in clause (i) of the first paragraph of this Exhibit
W-2 is satisfied, then




(i) by no later than January 15, 2015, the Company shall have obtained
the Bankruptcy Court’s approval of a disclosure statement for an Acceptable
Reorganization Plan and solicitation procedures contemplating completion of
a confirmation hearing with respect to an Acceptable Reorganization Plan no
later than March 10, 2015, which disclosure statement and solicitation
procedures must otherwise be in form and substance reasonably acceptable to
the Agent, and the Bankruptcy Court’s approval of such disclosure statement
and solicitation procedures shall not have been amended, modified or
supplemented (or any portions thereof reversed, stayed or vacated) other
than as agreed in writing by the Agent;




(ii) by no later than March 10, 2015, the Company shall obtain entry of
an order of the Bankruptcy Court confirming an Acceptable Reorganization
Plan, which order shall be in form and substance acceptable to the Agent in
its sole discretion and shall not have been amended, modified or
supplemented (or any portions thereof reversed, stayed or vacated) other
than as agreed in writing by the Agent; and




(iii) by no later than March 31, 2015, the effective date of an
Acceptable Reorganization Plan shall have occurred, and the order confirming
the Acceptable Reorganization Plan shall not have been amended, modified or
supplemented (or any portions thereof reversed, stayed or vacated) other
than as agreed in writing by the Agent.




If the condition set forth in clause (ii) of the first paragraph of this
Exhibit W-2 is satisfied, then




(i) by no later than December 23, 2014, the Company shall have received
a fully executed stalking horse bid to purchase all or a portion of the
assets of the Company and/or its Subsidiaries, reasonably satisfactory in
form and substance to the Agent (after reasonable consultation with the
Required Term Lenders’ Advisors) and subject only to approval by the
Bankruptcy Court, the cash proceeds of which would be sufficient to satisfy
all Revolver Obligations in cash in full upon the consummation of such
transaction, and such bid shall not at any time be withdrawn or terminated;




(ii) by no later than January 15, 2015, the Bankruptcy Court shall have
approved bidding procedures and the stalking horse bidder, in form and
substance reasonably acceptable to the Agent (after reasonable consultation
with the Required Term Lenders’ Advisors), and (A) such bid shall not at any
time be withdrawn or terminated other than through replacement of such bid
with another binding bid that also satisfies the requirements set forth in
the foregoing clause (i) of this sentence and (B) such approval shall be in
full force and effect, and shall not have been (x) vacated, reversed, or
stayed, or (y) amended or modified except as otherwise agreed to in writing
by Agent in its sole discretion (after reasonable consultation with the
Required Term Lenders’ Advisors);




(iii) by no later than March 10, 2015, the Bankruptcy Court shall have
approved a sale of all or a portion of the assets of the Company and/or its
Subsidiaries, reasonably satisfactory in form and substance to the Agent
(after reasonable consultation with the Required Term Lenders’ Advisors),
the cash proceeds of which would be sufficient to satisfy all Revolver
Obligations in cash in full upon the consummation of such transaction, such
approval to be in form and substance acceptable to the Agent in its sole
discretion (after reasonable consultation with the Required Term Lenders’
Advisors), and such approval shall be in full force and effect, and shall
not have been (A) vacated, reversed, or stayed, or (B) amended or modified
except as otherwise agreed to in writing by Agent in its sole discretion
(after reasonable consultation with the Required Term Lenders’ Advisors);
and




(iv) by no later than March 31, 2015, the sale referred to in the
foregoing clause (iii) of this sentence shall have been consummated.”



SECTION 3 Commitment Reductions. In accordance with Sections 2.4(c)(i) and
(c)(ii) of the DIP Credit Agreement, as applicable, the Borrower hereby gives notice to the
Agent that, effective as of the Amendment Effective Date, (a) the Multicurrency Revolver
Commitments shall be reduced to $102,222,222.22 (such reduction to be applied to reduce the
Multicurrency Revolver Commitments of each Multicurrency Revolver Lender in accordance with its Pro
Rata Share of the Multicurrency Revolver Commitments) and (b) the Dollar Revolver Commitments shall
be reduced to $97,777,777.78 (such reduction to be applied to reduce the Dollar Revolver
Commitments of each Dollar Revolver Lender in accordance with its Pro Rata Share of the Dollar
Revolver Commitments).



SECTION 4 FATCA Matters. For purposes of determining withholding Taxes imposed under FATCA,
from and after the Amendment Effective Date, the Borrowers and the Agent shall treat (and the
Lenders hereby authorize the Agent to treat) the DIP Credit Agreement as not qualifying as a
“grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).



SECTION 5 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 6 . 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 7 . 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 8 . Headings. Section headings herein are included for convenience of reference only
and shall not affect the interpretation of this Amendment.



SECTION 9 . 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 October 9,
2014, fees (any such fees, the “Revolver Amendment Fees”) in an amount equal to 0.75% of
such Revolver Lender’s Revolver Commitment as of the Amendment Effective Date after giving effect
to Section 3 above 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 October 9, 2014, fees (any such fees, the “Term
Amendment Fees” and, together with the Revolver Amendment Fees, the “Amendment Fees”)
in an amount equal to 0.75% 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 10 Effectiveness.



(a) This Amendment (other than the amendments set forth in Sections 2(b), 2(n), 2(o), 2(q)(ii)
and 2(u)(iii)) shall become effective when (i) 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, (ii) 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 September 24, 2014,
between J.P. Morgan Securities LLC and the US Borrower, (iii) the Borrowers shall have paid to the
Agent, for the account of the applicable Lenders, all Amendment Fees payable pursuant to Section 9,
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, (iv) the Agent and the Required Term Lenders’ Advisors shall have received a newly
conducted field exam and an asset appraisal relating to the assets of the Loan Parties included in
the Borrowing Base, each of which shall be in form and substance reasonably satisfactory to Agent
and be from firms acceptable to Agent or engaged directly by Agent and (v) the Borrowers shall have
paid to the Agent, for the account of the applicable Lenders, all accrued and unpaid Letter of
Credit fees and commitment fees pursuant to Sections 2.6(b) and 2.10(b) of the DIP Credit Agreement
(the date on which such conditions shall be first satisfied, the “Amendment Effective
Date”).



(b) The amendments set forth in Sections 2(b) and 2(u)(iii) shall become effective,
retroactive to the Amendment Effective Date, when (i) the Amendment Effective Date shall have
occurred and (ii) the Margin Increase Approval Order shall have been entered by the Bankruptcy
Court.



(c) So long as the Amendment Effective Date shall have occurred, the amendments set forth in
Sections 2(n), 2(o) and 2(q)(ii) shall become effective upon the occurrence of the first to occur
of (i) November 17, 2014, if a PSA has not been executed on or prior to such date, (ii) the
occurrence of an Event of Default pursuant to Section 8.1, 8.2(a)(i)(solely as a result of (x) a
failure to deliver any document pursuant to clauses (a) through (f) of Schedule 5.2, (y) a failure
to comply with Section 5.3 or (z) a failure to comply with Section 5.25(a)), 8.2(a)(ii),
8.2(a)(iii), 8.16 or 8.31 of the DIP Credit Agreement and (iii) the occurrence, and continuance for
a period of at least five days, of any Event of Default pursuant to Section 8.2(a)(i) not set forth
in clause (ii) of this Section 10(c).



[Remainder of page intentionally blank]




	 
	JPMORGAN CHASE BANK, N.A., as Agent

	By:

	Name:

	Title:







	 	 	 	 	 	 	 	 	 
	EXIDE TECHNOLOGIES
	 	 






	 	 	 	 	 
	a Delaware corporation, as

	 	US Borrower
	 	

	By:

	 	

	 	

	Name:
	 	 
	Title:
	 	 






	 	 	 	 	 	 	 	 	 
	EXIDE GLOBAL HOLDING NETHERLANDS C.V.
	 	 






	 	 	 	 	 	 	 
	a limited partnership organ

represented by Exide Techno

	 	ized and existing under

logies, its general part
	 	the laws of the Ne

ner, as Foreign Bo
	 	therlands,

rrower
	By:

	 	

	 	

	 	

	Name:
	 	 	 	 
	Title:
	 	 	 	 






	 	 	 	 	 	 	 	 	 
	[LENDERS]
	 	 






	 	 	 	 	 
	By:

	 	

	 	

	Name:
	 	 
	Title:
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Schedule P-4	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank Guarantees	 	 	 	 	 	 	 	 	 	TOTAL	 	 	 	 
	 	 	 	 	 	 	Facility	 	Amount	 	Required by	 	Customers
	Borrower	 	Lender	 	Size (in EUR)	 	outstanding	 	Gov. Law	 	Guarantees
	Belgium — Exide Technologies Sprl
	 	BNPFortis	 	 	200,000	 	 	 	133,922	 	 	 	50,000	 	 	 	83,922	 
	Germany — EXIDE Technologies GmbH
	 	Deutsche Bank AG	 	 	262,301	 	 	 	262,301	 	 	 	0	 	 	 	262,301	 
	Germany — EXIDE Technologies GmbH
	 	Euler Hermes AG	 	 	307,200	 	 	 	307,200	 	 	 	0	 	 	 	307,200	 
	Germany — EXIDE Technologies GmbH
	 	AXA	 	 	3,500,000	 	 	 	3,394,130	 	 	 	0	 	 	 	3,394,130	 
	Germany — EXIDE Technologies GmbH
	 	Coface	 	 	1,130,000	 	 	 	1,130,000	 	 	 	0	 	 	 	1,130,000	 
	Germany — EXIDE Technologies GmbH
	 	Commerzbank	 	 	2,520	 	 	 	2,520	 	 	 	0	 	 	 	2,520	 
	Italy — Exide Technologies Srl
	 	Banca Intesa	 	 	10,329	 	 	 	10,329	 	 	 	0	 	 	 	10,329	 
	Italy — Exide Technologies Srl
	 	Helvetia	 	 	130,633	 	 	 	130,633	 	 	 	130,633	 	 	 	0	 
	Italy — Exide Technologies Srl
	 	Sace Security	 	 	1,144,075	 	 	 	1,144,075	 	 	 	304,710	 	 	 	839,366	 
	Italy — Exide Technologies Srl
	 	Allianz	 	 	671,165	 	 	 	671,165	 	 	 	300,000	 	 	 	371,165	 
	Nordics — Exide Technologies A/S (Norway)
	 	Handelsbanken	 	 	535,675	 	 	 	535,675	 	 	 	0	 	 	 	535,675	 
	Nordics — Exide Technologies A/S (Norway)
	 	Handelsbanken	 	 	285,693	 	 	 	285,693	 	 	 	0	 	 	 	285,693	 
	Nordics — Exide Technologies AB (Sweden)
	 	Handelsbanken	 	 	7,648	 	 	 	7,648	 	 	 	0	 	 	 	7,648	 
	Nordics — Exide Technologies A/S (Denmark)
	 	Handelsbanken	 	 	46,955	 	 	 	46,955	 	 	 	0	 	 	 	46,955	 
	Portugal — Exide Technologies LDA
	 	BCP	 	 	200,410	 	 	 	200,410	 	 	 	183,780	 	 	 	16,631	 
	Portugal — Exide Technologies LDA
	 	BPI	 	 	39,600	 	 	 	39,600	 	 	 	39,600	 	 	 	0	 
	Portugal — Exide Technologies LDA
	 	BES	 	 	13,870	 	 	 	13,870	 	 	 	13,870	 	 	 	0	 
	Portugal — Exide Technologies LDA
	 	Finibanco	 	 	528,037	 	 	 	528,037	 	 	 	0	 	 	 	528,037	 
	Spain — Exide Technologies SLU
	 	Banesto	 	 	479,718	 	 	 	479,718	 	 	 	456,962	 	 	 	22,755	 
	Spain — Exide Technologies SLU
	 	Mapfre	 	 	2,885	 	 	 	2,885	 	 	 	2,885	 	 	 	0	 
	Spain — Exide Technologies SLU
	 	BBVA	 	 	551,777	 	 	 	551,777	 	 	 	496,849	 	 	 	54,928	 
	Spain — Exide Technologies SLU
	 	La Caixa	 	 	196,044	 	 	 	196,044	 	 	 	196,044	 	 	 	0	 
	Spain — Exide Technologies SLU
	 	Credito y Caucion	 	 	67,167	 	 	 	67,167	 	 	 	67,167	 	 	 	0	 
	Spain — Exide Technologies SLU
	 	Bankinter	 	 	176,248	 	 	 	176,248	 	 	 	176,248	 	 	 	0	 
	Spain — Exide Technologies SLU
	 	Sabadell Atlantico	 	 	1,324,041	 	 	 	1,324,041	 	 	 	1,324,041	 	 	 	0	 
	Spain — Exide Technologies SLU
	 	Bankia	 	 	327,683	 	 	 	327,683	 	 	 	200,000	 	 	 	127,683	 
	Spain — Exide Technologies SLU
	 	Millenium	 	 	2,000,000	 	 	 	30,992	 	 	 	30,992	 	 	 	0	 
	Spain — Exide Technologies SLU
	 	Ibercaja	 	 	643,893	 	 	 	643,893	 	 	 	643,893	 	 	 	0	 
	Spain — Exide Technologies SLU
	 	Caja General Depositos	 	 	12,397	 	 	 	12,397	 	 	 	12,397	 	 	 	0	 
	Spain — Exide Technologies SL (Recycling)
	 	Caja General Depositos	 	 	601	 	 	 	601	 	 	 	601	 	 	 	0	 
	India — Tudor India Ltd
	 	HDCF Bank	 	 	47,994	 	 	 	47,994	 	 	 	0	 	 	 	47,994	 
	India — Tudor India Ltd
	 	Corporation Bank	 	 	89,083	 	 	 	89,083	 	 	 	0	 	 	 	89,083	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Schedule P-5	 	 	 	 	 	 	 	 	 	 
	Long - Term Loans	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Facility	 	Facility	 	Amount	 	 
	 	 	 	 	 	 	 	 	 	 	outstanding as of	 	 
	Borrowing Entity	 	Lender/Bank	 	Description	 	Size (in EUR)	 	6/30/14	 	Term/ Maturity
	Belarus — Pinsk Belarus
	 	Belinvesttorg (Minority

shareholder)

	 	

	 	

149,712
	 	

149,712
	 	



	India — Tudor India
	 	Volkswagen Finance Private

Limited

	 	

	 	

24,319
	 	

24,319
	 	

6/30/2017
	Italy — Exide Technologies Srl
	 	Italian Government

	 	Subsidy
	 	 	39,799	 	 	 	39,687	 	 	3/7/2015
	Italy — Exide Technologies Srl
	 	Italian Government

	 	Subsidy
	 	 	267,039	 	 	 	267,039	 	 	9/3/2017
	Spain — Exide Technologies SLU
	 	Spanish Government

	 	Subsidy
	 	 	7,157,797	 	 	 	7,157,797	 	 	5/30/2024
	Spain — Exide Technologies

SLU (discount)
	 	

Exide Technologies—HYPERION

	 	

6/30/2014
	 	

	 	

(2,236,000)
	 	



	Spain — Exide Technologies SLU
	 	Banco Popular

	 	Loan
	 	 	5,000,000	 	 	 	4,095,281	 	 	3/14/2019