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FOURTH AMENDMENT AND WAIVER




THIS FOURTH AMENDMENT AND WAIVER (this “Amendment”) dated as of November 8, 2005 to
the Credit Agreement referenced below is by and among C&D TECHNOLOGIES, INC., a Delaware
corporation (the “Parent”), C&D INTERNATIONAL INVESTMENT HOLDINGS INC., a Delaware
corporation (“International” and together with the Parent, the “Borrowers”), the
Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages
hereto and BANK OF AMERICA, N.A., as Administrative Agent.



W I T N E S S E T H




WHEREAS, a $200 million revolving credit facility has been extended to the Borrowers pursuant
to the Amended and Restated Credit Agreement (as amended, modified and supplemented, the
“Credit Agreement”) dated as of June 30, 2004 among the Borrowers, the Guarantors
identified therein, the Lenders identified therein and the Administrative Agent; and



WHEREAS, the Parent has requested a waiver and certain modifications to the Credit Agreement
and the Required Lenders have agreed to the requested waiver and modifications on the terms set
forth herein.



NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



1.   Defined Terms. Capitalized terms used herein but not otherwise defined herein
shall have the meanings provided to such terms in the Credit Agreement.



2.   Waiver. The Required Lenders hereby waive any Default or Event of Default arising
solely from the Borrowers’ failure to comply with Section 8.11 of the Credit Agreement for the
fiscal quarter ended on or about October 31, 2005. This waiver is a one-time waiver and shall not
be deemed to modify or affect the obligations of the Borrowers and the Guarantors to comply with
each and every other obligation under the Credit Agreement and the other Loan Documents from and
after the date hereof.



3.   Amendments. The Credit Agreement is amended in the following respects:



3.1  Notwithstanding anything in the Credit Agreement or any other Loan Document to the
contrary, during the period from the date hereof through December 31, 2005, the Borrowers shall not
request, and the Lenders shall be under no obligation to make, Credit Extensions in an aggregate
principal amount in excess of the sum of (i) the Outstanding Amount of all Loans and Letters of
Credit on the date hereof plus (ii) $20,000,000 minus (iii) mandatory prepayments
on Loans and Cash Collateralization of Letters of Credit made pursuant to Section 2.05(b)(ii) of
the Credit Agreement.



 









 





3.2  The following definitions are added to Section 1.01 to read as follows:


“Debt Issuance” means the issuance by the Parent or any Subsidiary of any
Indebtedness pursuant to Section 8.03(k) or Section 8.03(m) or any
Indebtedness that it not permitted under Section 8.03.


“Equity Issuance” means any issuance by the Parent or any Subsidiary to any
Person of its Capital Stock, other than (a) any issuance of its Equity Interests
pursuant to the exercise of options or warrants, (b) any issuance of its Equity
Interests pursuant to the conversion of any debt securities to equity or the
conversion of any class of equity securities to any other class of equity securities,
(c) any issuance of options or warrants relating to its Capital Stock, and (d) any
issuance by the Parent of its Capital Stock as consideration for a Permitted
Acquisition.




3.3  The definitions of “Net Cash Proceeds” and “Subordinated Indebtedness” in Section 1.01
are amended to read as follows:



“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds
received by the Parent or any Subsidiary in respect of any Debt Issuance or Equity
Issuance, net of (a) direct costs incurred in connection therewith and with any
concurrent or prior financing (including, without limitation, legal, accounting and
investment banking fees, and sales commissions) and (b) taxes paid or payable as a
result thereof; it being understood that “Net Cash Proceeds” shall include, without
limitation, any cash or Cash Equivalents received upon the sale or other disposition
of any non-cash consideration received by the Parent or any Subsidiary in any Debt
Issuance or Equity Issuance.


“Subordinated Indebtedness” means any Indebtedness of the Parent or any
Subsidiary that by its terms is expressly subordinated to the Obligations in a manner
and to an extent satisfactory to the Administrative Agent.




3.4  In the definition of “Excluded Property” in Section 1.01 the “and” at the end of clause
(d) is deleted, the “.” at the end of clause (e) is replaced with “and”, and a new clause
(f) is added thereto to read as follows:



(f) any real property located in the state of Georgia unless requested by the
Administrative Agent or the Required Lenders.




3.5  Section 2.05(b)(ii) is amended to read as follows:


(ii) Immediately upon receipt by the Parent or any Subsidiary of the Net Cash
Proceeds of any Debt Issuance or any Equity Issuance, the Parent shall prepay the
Loans and/or Cash Collateralize the L/C Obligations (as provided in clause (iii)
below) in an aggregate amount equal to one hundred percent (100%) of such Net Cash
Proceeds.




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3.6  A new Section 7.15 is added to read as follows:


7.15 Debt and/or Equity Issuance



Cause the Parent to consummate Debt Issuances and/or Equity Issuances on or before
December 31, 2005 that result in Net Cash Proceeds in an aggregate amount sufficient
to repay the Obligations in full.




3.7  In Section 8.01 the “and” at the end of clause (o) is deleted, the “.” at the end of
clause (p) is replaced with “; and”, and a new clause (q) is added thereto to read as
follows:


(q) UCC-1 financing statements pre-filed by a Person that intends to issue secured
Indebtedness to the Parent or any of its Subsidiaries, provided that such UCC-1
financing statements do not relate to any outstanding Liens or Indebtedness.




3.8  In clauses (c) and (g) of Section 8.03, the phrase “and Section 8.03(k)” is deleted.



3.9  Section 8.03(k) is amended to read as follows:



other unsecured Indebtedness, provided that the terms and conditions thereof
are reasonably acceptable to the Administrative Agent;




3.10  Section 8.03(m) is amended to read as follows:


(m) Subordinated Indebtedness.




3.11  Clause (v) of Section 8.09 is amended to read as follows:


(v) any document or instrument governing Subordinated Indebtedness or unsecured
Indebtedness issued pursuant to Section 8.03(k).




3.12  Section 9.01(b)(ii) is amended to read as follows:


(ii) Any Loan Party fails to perform or observe any term, covenant or agreement
contained in any of Section 7.05(a), 7.11, 7.15 or Article
VIII; or




4.   Conditions Precedent. This Amendment shall become effective as of the date hereof
upon satisfaction of each of the following conditions precedent:


(a) receipt by the Administrative Agent of counterparts of this Amendment executed by
the Loan Parties and the Required Lenders;


(b) payment by the Borrower to the Administrative Agent, for the account of each Lender
(including Bank of America) that approves this Amendment, of an amendment fee in


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an amount equal to five basis points (0.05%) on each such Lender’s Revolving
Commitment; and


(c) payment by the Borrower of all other reasonable fees and expenses owing to the
Administrative Agent and its Affiliates in connection with this Amendment.




5. No Other Changes. Except as modified hereby, all of the terms and provisions of
the Loan Documents (including schedules and exhibits thereto) shall remain in full force and
effect.



6. Reaffirmation of Representations and Warranties under Loan Documents. After giving
effect to this Amendment, each Loan Party represents and warrants that each representation and
warranty set forth in the Loan Documents is true and correct in all material respects as of the
date hereof (except those that expressly relate to an earlier period).



7. Reaffirmation of Guaranty. Each Loan Party (i) acknowledges and agrees to all of
the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan
Documents and (iii) agrees that this Amendment and all documents executed in connection herewith do
not operate to reduce or discharge its obligations under the Loan Documents.



8. Reaffirmation of Security Interests. Each Loan Party (i) affirms that each of the
Liens granted in or pursuant to the Loan Documents is valid and subsisting and (ii) agrees that
this Amendment shall in no manner impair or otherwise adversely affect any of the Liens granted in
or pursuant to the Loan Documents.



9. Counterparts. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original and it shall not be necessary
in making proof of this Amendment to produce or account for more than one such counterpart.



10. Governing Law. This Amendment shall be deemed to be a contract made under, and
for all purposes shall be construed in accordance with, the laws of the State of New York.



[Signature Pages Follow]




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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Fourth
Amendment and Waiver to be duly executed and delivered as of the date first above written.



	 	 	 	 	 
	PARENT:	C&D TECHNOLOGIES, INC., a Delaware corporation

 	 
	 	By:  	/s/ Stephen E. Markert, Jr.
 	 
	 	 	Name:  	Stephen E. Markert, Jr. 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	INTERNATIONAL:	C&D INTERNATIONAL INVESTMENT HOLDINGS INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Robert T. Marley
 	 
	 	 	Name:  	Robert T. Marley 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	GUARANTORS:	C&D CHARTER HOLDINGS, INC., a Delaware corporation

C&D TECHNOLOGIES (DATEL), INC., a Delaware corporation

C&D DYNAMO CORP., a Delaware corporation

DYNAMO ACQUISITION CORP., a Delaware corporation

 	 
	 	By:  	/s/ Robert T. Marley
 	 
	 	 	Name:  	Robert T. Marley 	 
	 	 	Title:  	Vice President and Treasurer of each foregoing Guarantor 	 
	 
	 	C&D TECHNOLOGIES (CPS) LLC, a Delaware limited liability company

 	 
	 	By:  	/s/ Robert T. Marley
 	 
	 	 	Name:  	Robert T. Marley 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DATEL HOLDING CORPORATION, a Delaware corporation

 	 
	 	By:  	/s/ Robert T. Marley
 	 
	 	 	Name:  	Robert T. Marley 	 
	 	 	Title:  	Treasurer 	 
	 



[SIGNATURE PAGES CONTINUE]




 









 








	 	 	 	 	 
	ADMINISTRATIVE

AGENT:	
BANK OF AMERICA, N.A., as Administrative Agent	 
	 
	 	By:  	/s/ Michael Brashler
 	 
	 	 	Name:  	Michael Brashler 	 
	 	 	Title:  	Vice President 	 
	 
	LENDERS:	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender

 	 
	 	By:  	                    /s/ Mary Giermek
 	 
	 	 	Name:  	Mary Giermek 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	LASALLE BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Dusko Marinoviæ
 	 
	 	 	Name:  	Dusko Marinoviæ 	 
	 	 	Title:  	Vice President 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Patrick D. Finn
 	 
	 	 	Name:  	Patrick D. Finn 	 
	 	 	Title:  	Managing Director 	 
	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	/s/ Frank S. Bridges
 	 
	 	 	Name:  	Frank S. Bridges 	 
	 	 	Title:  	Vice President 	 
	 
	 	M&T BANK

 	 
	 	By:  	/s/ Joshua C. Becker
 	 
	 	 	Name:  	Joshua C. Becker 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGES CONTINUE]




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	 	CITIZENS BANK

 	 
	 	By:  	/s/ Mark Torie
 	 
	 	 	Name:  	Mark Torie 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Richard C. Hampson
 	 
	 	 	Name:  	Richard C. Hampson 	 
	 	 	Title:  	Vice President 	 
	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/ James D.A. Gibson
 	 
	 	 	Name:  	James D.A. Gibson 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                        /s/ Michael Madnick
 	 
	 	 	Name:  	Michael Madnick 	 
	 	 	Title:  	Director 	 
	 
	 	SOVEREIGN BANK

 	 
	 	By:  	/s/ Karl F. Schultz
 	 
	 	 	Name:  	Karl F. Schultz 	 
	 	 	Title:  	Vice President