Exhibit 10.21


                               AMENDMENT NO. 4 TO
                           LOAN AND SECURITY AGREEMENT

      AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT, dated as of April 13, 2007
(this "Amendment"), by and among Wachovia Bank, National Association, in its
capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting
for and on behalf of the financial institutions which are parties thereto as
lenders (in such capacity, "Agent"), the financial institutions which are
parties to the Loan Agreement as lenders (individually, each a "Lender" and
collectively, "Lenders"), C&D Technologies, Inc., a Delaware corporation
("Parent"), C&D Technologies (Datel), Inc., a Delaware corporation ("Datel"),
C&D Technologies (CPS) LLC, a Delaware limited liability company ("CPS, and
together with Parent and Datel, each individually a "Borrower" and collectively,
"Borrowers"), C&D Charter Holdings, Inc., a Delaware corporation ("Charter"),
C&D Dynamo Corp., a Delaware corporation ("Dynamo"), Dynamo Acquisition Corp., a
Delaware corporation ("Acquisition"), C&D International Investment Holdings
Inc., a Delaware corporation ("International") and Datel Holding Corporation, a
Delaware corporation ("Datel Holding", and together with Charter, Dynamo,
Acquisition and International, each individually a "Guarantor" and collectively,
"Guarantors". All capitalized terms used herein shall have the meanings assigned
thereto in the Loan Agreement unless otherwise defined herein.

                              W I T N E S S E T H :

      WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into
financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders)
have made and may make loans and advances and provide other financial
accommodations to Borrowers as set forth in the Loan and Security Agreement,
dated December 7, 2005, by and among Agent, Lenders, Borrowers and Guarantors
(as amended by Amendment No. 1 to Loan and Security Agreement, dated March 30,
2006, Consent, Waiver, Amendment No. 2 to Loan and Security Agreement, dated as
of June 14, 2006 and Consent and Amendment No. 3 to Loan and Security Agreement,
dated as of December 21, 2006 and as the same may hereafter be further amended,
modified, supplemented, extended, renewed, restated or replaced, the "Loan
Agreement"), and the other agreements, documents and instruments referred to
therein or at any time executed and/or delivered in connection therewith or
related thereto, including, but not limited to, this Amendment (all of the
foregoing, together with the Loan Agreement, as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, being collectively referred to herein as the "Financing Agreements");

      WHEREAS, Borrowers have requested that Agent and Lenders agree to certain
amendments to the Loan Agreement, and Agent and Lenders are willing to agree to
such amendments, subject to the terms and conditions contained herein; and

      WHEREAS, by this Amendment, Borrowers, Guarantors, Agent and Lenders
desire and intend to evidence such amendments;

      NOW, THEREFORE, in consideration of the foregoing, the mutual agreements
and

<PAGE>

covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

      1. Additional Definitions. As used herein, the following terms shall have
the meanings given to them below and the Loan Agreement shall be deemed and is
hereby amended to include, in addition and not in limitation, the following
definitions:

      "Category 1 Raw Materials" shall mean all types of lead including pure
lead, lead alloys and oxidized lead, whether in ingot or powder form, and all
expanders including any and all dry chemical compounds comprised of carbon
blank, indulin, barytes and other components that are used in the production of
the negative elements of a battery.

      "Category 2 Raw Materials" shall mean all raw materials made of copper and
brass, including buss bars, cable, wire, mag wire, wire harnesses, cable
assemblies, and inserts.

      "Category 1 Work-in-Process" shall mean any and all batteries which have
completed the assembly process and are complete from a materials standpoint, but
have not yet been electrically activated, but excluding acid.

      "Category 2 Work-in-Process" shall mean (a) any and all lead, either pure
or alloyed, which has been heated, liquefied and poured into a mold, resulting
in a grid; and (b) any and all grids which have had a lead oxide compound
applied to their interior space.

      "Eligible Foreign LC Account" shall have the meaning given to such term in
Section 1.42 hereof.

      "Eligible Foreign Non-LC Account" shall have the meaning given to such
term in Section 1.42 hereof.

      "Warranty Reserve" shall mean, without limitation upon the rights of Agent
to establish and maintain other Reserves under the Loan Agreement, an additional
Reserve in an amount equal to the full amount of the accrued potential liability
of Borrowers in respect of warranties extended to their customers in connection
with the sale of Inventory at any given time calculated pursuant to the
methodology historically utilized by Borrowers (based upon the immediately
preceding 5-year period) to establish such potential liability ("the Exposure");
provided, however, that the amount of the Warranty Reserve shall be reduced by
an amount equal to seventy-five (75%) percent of the difference between the
Exposure and the aggregate amount of the actual expenses incurred by Borrowers
in respect of such warranties during the immediately preceding four quarters.
The Warranty Reserve shall constitute a Reserve for all purposes under the Loan
Agreement.

      2.    Amendments of Defined Terms.

            (a)   Section 1.10 of the Loan Agreement is hereby deleted in its
                  entirety and the following substituted therefor:

                  "Availability Block" shall mean the amount of $10,000,000."

<PAGE>

            (b)   Section 1.15 of the Loan Agreement is hereby deleted in its
                  entirety and the following substituted therefor:

                  "Borrowing Base" shall mean, at any time, the amount equal to:

                        (a) the amount equal to:

                              (i)   eighty-five (85%) percent of the Eligible
                                    Accounts, plus

                              (ii)  the lesser of

                                    (A) the Inventory Loan Limit or

                                    (B) the sum of:

                                          (1)   the lesser of seventy (70%)
                                                percent multiplied by the Value
                                                of the Eligible Inventory
                                                consisting of finished goods or
                                                ninety (90%) percent of the Net
                                                Recovery Percentage multiplied
                                                by the Value of such Eligible
                                                Inventory, plus

                                          (2)   the lesser of ten (10%) percent
                                                multiplied by the Value of the
                                                Eligible Inventory consisting of
                                                raw materials other than
                                                Category 1 Raw Materials or
                                                Category 2 Raw Materials or
                                                eighty five (85%) percent of the
                                                Net Recovery Percentage
                                                multiplied by the Value of such
                                                Inventory, plus

                                          (3)   the lesser of sixty five (65%)
                                                percent multiplied by the Value
                                                of the Eligible Inventory
                                                consisting of Category 1 Raw
                                                Materials or eighty five (85%)
                                                percent of the Net Recovery
                                                Percentage multiplied by the
                                                Value of such Inventory, plus

                                          (4)   the lesser of thirty six (36%)
                                                percent multiplied by the Value
                                                of the Eligible Inventory
                                                consisting of Category 2 Raw
                                                Materials or eighty five (85%)
                                                of the Net Recovery Percentage
                                                multiplied by the Value of such
                                                Inventory, plus

                                          (5)   the lesser of thirty eight (38%)
                                                percent multiplied by the Value
                                                of the Eligible Inventory
                                                consisting of Category 1
                                                Work-in-Process or eighty five
                                                (85%) percent of the Net
                                                Recovery Percentage multiplied
                                                by the Value of such Inventory,
                                                plus

                                          (6)   the lesser of fifty nine (59%)
                                                percent multiplied by the Value
                                                of the Eligible Inventory
                                                consisting of Category

<PAGE>

                                                2 Work-in-Process or eighty five
                                                (85%) percent of the Net
                                                Recovery Percentage multiplied
                                                by the Value of such Inventory,
                                                plus

                              (iii) Equipment Availability, minus

            (b)   Reserves, including the Warranty Reserve.

                  For purposes only of applying the Inventory Loan Limit, Agent
                  may treat the then undrawn amounts of outstanding Letters of
                  Credit for the purpose of purchasing Eligible Inventory as
                  Loans to the extent Agent is in effect basing the issuance of
                  the Letter of Credit on the Value of the Eligible Inventory
                  being purchased with such Letter of Credit. In determining the
                  actual amounts of such Letter of Credit to be so treated for
                  purposes of the Inventory Loan Limit, the outstanding Loans
                  and Reserves shall be attributed first to any components of
                  the lending formulas set forth above that are not subject to
                  such sublimit, before being attributed to the components of
                  the lending formulas subject to such sublimit. The amounts of
                  Eligible Inventory shall, at Agent's option, be determined
                  based on the lesser of the amount of Inventory set forth in
                  the general ledger of Borrowers or the perpetual inventory
                  record maintained by Borrowers. Notwithstanding anything to
                  the contrary contained herein, the maximum outstanding amount
                  of Revolving Loans made under Section 2.1 hereof against
                  Eligible Foreign Non-LC Accounts (as defined in Section 1.42
                  hereof) shall not exceed $10,000,000 at any given time.
                  Notwithstanding anything to the contrary contained herein, the
                  percentages set forth above with respect to Category 1 Raw
                  Materials, Category 2 Raw Materials, Category 1
                  Work-in-Process and Category 2 Work-in-Process shall be
                  subject to reduction by Agent on the basis of any appraisals
                  of such Inventory, as applicable, provided to or conducted by
                  or on behalf of Agent in accordance with the terms hereof.

                  Notwithstanding anything herein to the contrary, a single
                  advance rate in respect of all raw materials constituting
                  Eligible Inventory equal to the lesser of twenty (20%) percent
                  multiplied by the Value of the Eligible Inventory consisting
                  of raw materials or ninety (90%) percent of the Net Recovery
                  Percentage multiplied by the Value of such Inventory shall be
                  substituted for clauses 1.15(a)(B)(2), (3) and (4) and shall
                  be applicable unless and until the Borrowers shall, at any
                  time and from time to time, elect to segregate and separately
                  identify and report to Agent the respective types of raw
                  materials by category. Effective upon the date of the
                  reporting of the next regularly scheduled borrowing base
                  hereunder, following not less than five (5) Business Days'
                  written notification of such election by Borrowers to Agent,
                  the multiple advance rates in respect of categories of raw
                  materials set forth above shall apply. Borrowers may at any
                  time upon five (5) Business Days' prior written notice to
                  Agent revoke their election to segregate and separately
                  identify and report to Agent the respective types of raw
                  materials by category, at which time the single advance rate
                  in respect of all raw materials

<PAGE>

                  constituting Eligible Inventory shall apply effective upon the
                  date of the reporting of the next regularly scheduled
                  borrowing base hereunder."

            (c)   Section 1.22 of the Loan Agreement is hereby deleted in its
                  entirety and the following substituted therefor:

                        "Cash Dominion Event" shall mean that (a) a Default or
                        Event of Default shall exist or have occurred and be
                        continuing or (b) Excess Availability shall be less than
                        $15,000,000 for any three (3) consecutive days.

            (d)   Section 1.23 of the Loan Agreement is hereby deleted in its
                  entirety and the following substituted therefor:

                        "Cash Dominion Termination" shall mean, after the
                        occurrence of a Cash Dominion Event, that Excess
                        Availability is equal to or greater than $15,000,000 for
                        each of ninety (90) consecutive days and no Default or
                        Event of Default shall exist or have occurred and be
                        continuing at any time during such period of ninety (90)
                        consecutive days and including the last day of such
                        period."

            (e)   Section 1.41 of the Loan Agreement is hereby amended by
                  deleting the word "plus" at the end of clause (d) thereof,
                  substituting a period "." therefor and deleting clause (e) of
                  such definition in its entirety.

            (f)   Section 1.42 of the Loan Agreement is hereby amended by
                  deleting subsection (e) thereof in its entirety and
                  substituting the following therefor:

                        "(e) the chief executive office of the account debtor
                        with respect to such Accounts is located in the United
                        States of America or Canada (provided, that, at any time
                        promptly upon Agent's request, such Borrower shall
                        execute and deliver, or cause to be executed and
                        delivered, such other agreements, documents and
                        instruments as may be required by Agent to perfect the
                        security interests of Agent in those Accounts of an
                        account debtor with its chief executive office or
                        principal place of business in Canada in accordance with
                        the applicable laws of the Province or Territory of
                        Canada in which such chief executive office or principal
                        place of business is located and take or cause to be
                        taken such other and further actions as Agent may
                        request to enable Agent as secured party with respect
                        thereto to collect such Accounts under the applicable
                        Federal, Provincial or Territorial laws of Canada) or,
                        at

<PAGE>

                        Agent's option, if the chief executive office and
                        principal place of business of the account debtor with
                        respect to such Accounts is located other than in the
                        United States of America or Canada, but in a foreign
                        jurisdiction otherwise acceptable to Agent, then if
                        either: (i) the account debtor has delivered to such
                        Borrower an irrevocable letter of credit issued or
                        confirmed by a bank satisfactory to Agent and payable
                        only in US Dollars, sufficient to cover such Account, in
                        form and substance satisfactory to Agent and if required
                        by Agent, the original of such letter of credit has been
                        delivered to Agent or Agent's agent and the issuer
                        thereof, and such Borrower has complied with the terms
                        of Section 5.2(f) hereof with respect to the assignment
                        of the proceeds of such letter of credit to Agent or
                        naming Agent as transferee beneficiary thereunder, as
                        Agent may specify ("Eligible Foreign LC Account"), or
                        (ii) such Account is otherwise acceptable in all
                        respects to Agent pursuant to the eligibility criteria
                        set forth in this Agreement ("Eligible Foreign Non-LC
                        Account"); provided, that, nothing herein shall limit
                        the rights of Agent at any time to require such
                        agreements, documents and instruments with respect to
                        the perfection of Agent's security interests in Eligible
                        Foreign Non-LC Accounts and/or to require such credit
                        insurance with respect thereto as Agent may reasonably
                        request."

            (g)   Section 1.43(a) of the Loan Agreement is hereby amended by
                  deleting the reference to "work-in-process" therein and
                  substituting the following therefor: "work in process other
                  than Category 1 Work-in-Process and Category 2 Work-in-Process
                  that otherwise satisfies the criteria for Eligible Inventory".

            (h)   Section 1.43 of the Loan Agreement is hereby amended by
                  deleting subsection (f) thereof in its entirety and
                  substituting the following therefor:

                        "(f) Inventory at premises other than those owned or
                        leased and controlled by any Borrower; provided, that,
                        Inventory at any one or more such premises shall
                        constitute Eligible Inventory if, as to each such
                        location of Inventory, (i) the Inventory has a value in
                        excess of $100,000, (ii) the Inventory would otherwise
                        be deemed Eligible Inventory, (iii) Agent has received a
                        Collateral Access Agreement from the owner and operator
                        with respect to such location, duly authorized, executed
                        and delivered by such owner and operator, and (iv) to
                        the extent required by Agent, Agent has received: (A)
                        UCC

<PAGE>

                        financing statements between the owner and operator with
                        respect to such location, as consignee or bailee, and
                        such Borrower, as consignor or bailor, in form and
                        substance satisfactory to Agent, which are duly assigned
                        to Agent and (B) written notice to any lender to the
                        owner and operator with respect to such location of the
                        first priority security interest of Agent in such
                        Inventory;"

            (i)   Section 1.63 of the Loan Agreement is hereby amended by
                  deleting the word "minus" at the end of clause (f) thereof,
                  substituting a period "." therefor and deleting clause (g) of
                  such definition in its entirety.

      3.    Amended Provisions.

            (a)   Section 9.8 of the Loan Agreement is hereby amended by adding
                  the following subsection (m) at the end thereof:

                        "(m) the security interests in and liens upon assets of
                        the Foreign Subsidiaries organized under the laws of
                        Mexico and identified in Section 9.9(f)(iii) in
                        connection with Indebtedness permitted under such
                        Section 9.9(f)(iii)."

            (b)   Section 9.9(f) of the Loan Agreement is hereby deleted in its
                  entirety and the following substituted therefor:

                        "(f) Indebtedness (i) of any Foreign Subsidiary arising
                        after the date hereof; provided, that, (A) as to any
                        such Indebtedness, no Borrower or Guarantor shall
                        (except as provided in subclauses (ii)or (iii) of this
                        clause (f)) be directly or indirectly liable (by virtue
                        of such Borrower or Guarantor being the primary obligor
                        on, guarantor of, or otherwise liable in any respect of
                        such Indebtedness), and (B) any default by a Foreign
                        Subsidiary in respect of such Indebtedness shall not
                        constitute a default in respect of any Indebtedness of a
                        Borrower or Guarantor; and (ii) in the form of unsecured
                        guarantees of Indebtedness of Foreign Subsidiaries other
                        than those identified in clause (iii) below, in an
                        aggregate amount at any time not to exceed the lesser of
                        (A) the US Dollar Equivalent of $1,000,000 and (B) the
                        amount equal to the US Dollar Equivalent of $1,000,000
                        minus the aggregate outstanding amount of loans and
                        advances by Borrowers and Guarantors to Foreign
                        Subsidiaries pursuant to Section 1.107(f) hereof; and
                        (iii) in the form of unsecured guarantees by Borrowers
                        of Indebtedness

<PAGE>

                        incurred by C&D Technologies de Mexico, S.A., de C.V.
                        and/or C&D Technologies Reynosa, S. De R.L. de C.V. for
                        working capital purposes in an aggregate amount at any
                        time outstanding not to exceed the US Dollar Equivalent
                        of US$10,000,000 minus the aggregate outstanding amount
                        of repayments in respect of such Indebtedness; provided,
                        that, each of the following conditions is satisfied by
                        Borrowers as determined by Agent: (1)Agent shall have
                        received not less than ten (10) Business Days' prior
                        written notice of the intention to incur such
                        Indebtedness, which notice shall set forth in reasonable
                        detail satisfactory to Agent, the amount of such
                        Indebtedness, the schedule of repayments and maturity
                        date with respect thereto and such other information
                        with respect thereto as Agent may reasonably request,
                        (2) Agent shall have received true, correct and complete
                        copies of all agreements, documents and instruments
                        evidencing or otherwise related to such Indebtedness, as
                        duly authorized, executed and delivered by the parties
                        thereto and (3) as of the date of incurring such
                        Indebtedness and after giving effect to such
                        Indebtedness, no Default or Event of Default shall exist
                        or have occurred."

            (c)   Section 9.17 of the Loan Agreement is hereby deleted in its
                  entirety and the following substituted therefor:

                        "Fixed Charge Coverage Ratio. At any time that Excess
                        Availability is less than $10,000,000, the Fixed Charge
                        Coverage Ratio of Parent and its Subsidiaries (on a
                        consolidated basis) for the quarter ending April 30,
                        2007 and for each period set forth below, shall be not
                        less than 1.10:1.00:

                                    Period
                                    ------

                                5/1/07-5/31/07

                                5/1/07-6/30/07

                                5/1/07-7/31/07

                                5/1/07-8/31/07

                                5/1/07-9/30/07

                                5/1/07-10/31/07

<PAGE>

                                5/1/07-11/30/07

                                5/1/07-12/31/07

                                5/1/07-1/31/08 and the
                                twelve-month period
                                ending on the last day of
                                each month thereafter"

      4. Representations, Warranties and Covenants. Borrowers and Guarantors
represent, warrant and covenant with and to Agent and Lenders as follows, which
representations, warranties and covenants are continuing and shall survive the
execution and delivery hereof, and the truth and accuracy of, or compliance with
each, together with the representations, warranties and covenants in the other
Financing Agreements, being a continuing condition of the making of Loans by
Lenders (or Agent on behalf of Lenders) to Borrowers:

            (a)   neither the execution, delivery and performance of this
                  Amendment, or any other Financing Agreements in connection
                  herewith, nor the consummation of the transactions herein or
                  therein contemplated, are in contravention of law or any
                  indenture, agreement or undertaking to which any Borrower or
                  Guarantor is a party or by which any Borrower or Guarantor or
                  its property are bound, or violates any provision of the
                  Certificate of Incorporation or By-Laws (or similar governing
                  documents) of any Borrower or Guarantor;

            (b)   as of the date of this Amendment, no Default or Event of
                  Default exists or has occurred and is continuing;

            (c)   this Amendment and each other agreement or instrument to be
                  executed and/or delivered by any Borrower or Guarantor in
                  connection herewith or therewith have been duly authorized,
                  executed and delivered by all necessary action on the part of
                  such Borrower or Guarantor which is a party hereto and thereto
                  and, if necessary, its stockholders or equity holders, as the
                  case may be, and is in full force and effect as of the date
                  hereof, and the agreements and obligations of each Borrower
                  and Guarantor contained herein and therein constitute legal,
                  valid and binding obligations of such Borrower or Guarantor
                  enforceable against it in accordance with their terms, except
                  as such enforceability may be limited by bankruptcy,
                  insolvency, moratorium or similar laws limiting creditors'
                  rights generally and by general equitable principals; and

            (d)   no action of, or filing with, or consent of any Governmental
                  Authority, and no approval or consent of any other party, is
                  required to authorize, or is otherwise required in connection
                  with, the execution, delivery and performance by any Borrower
                  or Guarantor of this Amendment, or the transactions
                  contemplated hereby.

<PAGE>

      5. Conditions Precedent. The effectiveness of the amendments contained
herein shall only be effective upon the satisfaction of each of the following
conditions precedent in a manner reasonably satisfactory to Agent:

            (a)   Agent shall have received counterparts of this Amendment, duly
                  authorized, executed and delivered by Borrowers, Guarantors
                  and Lenders;

            (b)   Agent shall have received a true and correct copy of any
                  consent, waiver or approval to or of this Amendment, which any
                  Borrower or Guarantor is required to obtain from any other
                  Person, and such consent, approval or waiver shall be in form
                  and substance reasonably satisfactory to Agent;

            (c)   Agent shall have received the fee referred to in Section 6
                  hereof in immediately available funds

            (d)   Agent shall have received an Amendment No. 4 Fee Letter in
                  form and substance satisfactory to Agent, duly authorized,
                  executed and delivered by Borrowers; and

            (e)   after giving effect to this Amendment, no Default or Event of
                  Default shall exist or have occurred and be continuing.

      6. Amendment Fee. In consideration of the amendments set forth herein,
Borrowers shall pay to Agent for the ratable benefit of Lenders, and Agent may,
at its option, charge any loan account of Borrowers maintained by Agent, a fee
in the amount of $93,750, which fee shall be part of the Obligations and shall
be fully earned and payable as of the date hereof.

      7. General Release. Each Borrower and Guarantor may have certain Claims
(as hereinafter defined) against the Released Parties (as hereinafter defined)
regarding or relating to the Loan Agreement or the other Financing Agreements.
Agent, the Lenders, Borrowers and Guarantors desire to resolve each and every
one of such Claims in conjunction with the execution of this Amendment and thus
each Borrower and Guarantor makes the release contained in this Section 7. In
consideration of Agent's and Lenders' entering into this Amendment and agreeing
to the substantial concessions as set forth herein, each Borrower and Guarantor
hereby fully and unconditionally releases and forever discharges Agent and each
Lender and their respective directors, officers, employees, subsidiaries,
branches, affiliates, attorneys, agents, representatives, successors and assigns
and all persons, firms, corporations and organizations acting on any of their
behalves (collectively, the "Released Parties"), of and from any and all claims,
allegations, causes of action, costs or demands and liabilities, of whatever
kind or nature, from the beginning of the world up to and including the date on
which this Amendment is executed, whether known or unknown, liquidated or
unliquidated, fixed or contingent, asserted or unasserted, foreseen or
unforeseen, matured or unmatured, suspected or unsuspected, anticipated or
unanticipated, which such Borrower or Guarantor has, had, claims to have had or
hereafter claims to have against the Released Parties by reason of any act or
omission on the part of the Released Parties, or any of them, occurring prior to
the date on which this Amendment is executed, in any way affecting, concerning
or arising out of or founded upon this Amendment, the Loan Agreement or any of
the other Financing Agreements, including all

<PAGE>

such loss or damage of any kind heretofore sustained or that may arise as a
consequence of the dealings among the parties arising from, in connection with
or related to the administration or enforcement of the Loans, the Obligations,
the Loan Agreement or any of the other Financing Agreements (collectively, all
of the foregoing are the "Claims"). Each Borrower and Guarantor represents and
warrants that it has no knowledge of any claim by it against the Released
Parties or of any facts or acts or omissions of the Released Parties which on
the date hereof would be the basis of a claim by such Borrower or Guarantor
against the Released Parties which is not released hereby. Each Borrower and
Guarantor represents and warrants that the foregoing constitutes a full and
complete release of all Claims.

      8. Effect of this Amendment. This Amendment and the instruments and
agreements delivered pursuant hereto constitute the entire agreement of the
parties with respect to the subject matter hereof and thereof, and supersede all
prior oral or written communications, memoranda, proposals, negotiations,
discussions, term sheets and commitments with respect to the subject matter
hereof and thereof. Except as expressly provided herein, no other changes,
modifications or consents to the Financing Agreements are intended or implied,
and in all other respects the Financing Agreements are hereby specifically
ratified, restated and confirmed by all parties hereto as of the effective date
hereof. To the extent that any provision of the Loan Agreement or any of the
other Financing Agreements is inconsistent with the provisions of this
Amendment, the provisions of this Amendment shall control.

      9. Further Assurances. Each Borrower and Guarantor shall execute and
deliver such additional documents and take such additional action as may be
requested by Agent or Lenders to effectuate the provisions and purposes of this
Amendment.

      10. Governing Law. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the internal laws of the State of New York but excluding any principles of
conflicts of law or other rule of law that would cause the application of the
law of any jurisdiction other than the laws of the State of New York.

      11. Binding Effect. This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns.

      12. Counterparts. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto. Delivery of an executed counterpart of this Amendment by
telecopier or other method of electronic transmission shall have the same force
and effect as delivery of an original executed counterpart of this Amendment.
Any party delivering an executed counterpart of this Amendment by telecopier or
other method of electronic transmission also shall deliver an original executed
counterpart of this Amendment, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Amendment as to such party or any other party.

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their authorized officers as of the day and year
first above written.

AGENT AND LENDER                      BORROWERS
----------------                      ---------

WACHOVIA BANK, NATIONAL
ASSOCIATION                           C&D TECHNOLOGIES, INC.

By:  /s/ Georgios Kyvernitis          By: /s/ Ian J. Harvie
Title:  Director
                                      Title:  VP, CFO


                                      C&D TECHNOLOGIES (DATEL), INC.

                                      By:  /s/ Ian J. Harvie

                                      Title:  President


                                      C&D TECHNOLOGIES (CPS) LLC

                                      By:  /s/ Ian J. Harvie
                                      Title:  President


                       [SIGNATURES CONTINUE ON NEXT PAGE]

<PAGE>

                   [SIGNATURES CONTINUED FROM PREVIOUS PAGE]


                                      GUARANTORS
                                      ----------

                                      C&D CHARTER HOLDINGS, INC.


                                      By:  /s/ Neil E. Daniels
                                      Title:  VP/Treasurer


                                      C&D DYNAMO CORP.


                                      By:  /s/ Ian J. Harvie

                                      Title:  President


                                      DYNAMO ACQUISITION CORP.


                                      By:  /s/ Ian J. Harvie

                                      Title:  President


                                      C&D INTERNATIONAL INVESTMENT HOLDINGS INC.


                                      By:  /s/ Neil E. Daniels
                                      Title:  VP/Treasurer


                                      DATEL HOLDING CORPORATION


                                      By:  /s/ Neil E. Daniels
                                      Title:  Treasurer