Exide Technologies (Form: 8-K)

THIS AMENDMENT No. 1 (this “Amendment No. 1”), dated as of February 6, 2015, to the Second Amended and Restated Plan Support Agreement dated as of January 7, 2015 (the “Plan Support Agreement”) is by and among (i) Exide Technologies, a Delaware corporation (“Exide” or the “Debtor” and together with its non-debtor subsidiaries and affiliates, the “Company”) and (ii) the signatories hereto who are holders of Senior Secured Note Claims (as defined in the Plan Support Agreement). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan Support Agreement.

WHEREAS, certain holders of Senior Secured Note Claims (the “Backstop Parties”) executed the Backstop Commitment Agreement Among Exide Technologies and the Backstop Parties Party Thereto dated January 7, 2015; and

WHEREAS, the Plan Support Agreement contemplates the restructuring of the Company through a chapter 11 plan of reorganization with terms substantially as those set forth in the term sheet attached thereto; and

WHEREAS, since the execution of the Backstop Commitment Agreement, Backstop Parties collectively holding approximately $190.6 million of the Senior Secured Note Claims and approximately $182.5 million of the DIP Claims and who are Requisite Backstop Parties under the Backstop Commitment Agreement engaged in good faith negotiations with the Debtor and the Official Committee of Unsecured Creditors of Exide Technologies (the “Creditors Committee”) regarding the restructuring of the Company; and

WHEREAS, on or about January 27, 2015, the Required Consenting Creditors, the Debtor and certain members of the Creditors Committee agreed to the terms of a settlement (the “UCC Settlement”) of all chapter 11 matters (including, but not limited to, the resolution of the Creditors Committee’s complaint challenging the validity of the prepetition liens securing the Senior Secured Notes, the valuation of the Debtor, the Debtor’s entry into the backstop commitment agreement and Plan Support Agreement, and adequate protection issues);

WHEREAS, on February 4, 2015, the Bankruptcy Court entered (i) the Order Authorizing and Approving the Debtor’s: (I) Entry Into a Plan Support Agreement and (II)(A) Entry Into a Backstop Commitment Agreement, (B) Payment of Related Fees and Expenses, and (C) Incurrence of Certain Indemnification Obligations [D.I. 3087]; (ii) the Order Under Bankruptcy Code Sections 105 and 363 and Bankruptcy Rule 9019 Authorizing and Approving the Debtor’s Entry into Settlement Agreement with the Official Committee of Unsecured Creditors and Consenting Creditors of the Unofficial Noteholders’ Committee [D.I. 3093] (the “Settlement Order”) authorizing the Debtor’s entry into the UCC Settlement; and (iii) the Order (A) Approving the Adequacy of the Debtor’s Disclosure Statement with Respect to the Plan of Reorganization of Exide Technologies; (B) Approving Solicitation and Notice Procedures with Respect to Confirmation of the Debtor’s Proposed Plan of Reorganization; (C) Approving the Form of Various Ballots and Notices in Connection Therewith; and (D) Scheduling Certain Dates with Respect Thereto [D.I. 3092] (the “Disclosure Statement Order”) approving among other things the adequacy the Debtor’s disclosure statement with respect to the Second Amended Plan; and

WHEREAS, Section 9 of the Plan Support Agreement permits certain amendments to the Plan Support Agreement, in writing, if signed by the Required Consenting Creditors and the Debtor and with respect to certain individual termination rights, only if signed by each Consenting Creditor and the Debtor; and

WHEREAS, pursuant to Section 9 of the Plan Support Agreement, the Consenting Creditors signatory hereto and the Debtor wish to amend the Plan Support Agreement so as to consent to and incorporate the terms of the Second Amended Plan as if such Second Amended Plan were the Plan contemplated therein.

1.1 The fourth “WHEREAS” clause of the Recitals of the Plan Support Agreement is hereby replaced in its entirety with the following:

WHEREAS, on February 4, 2015, the Bankruptcy Court entered (i) the Order Authorizing and Approving the Debtor’s: (I) Entry Into a Plan Support Agreement and (II)(A) Entry Into a Backstop Commitment Agreement, (B) Payment of Related Fees and Expenses, and (C) Incurrence of Certain Indemnification Obligations [D.I. 3087]; (ii) the Order Under Bankruptcy Code Sections 105 and 363 and Bankruptcy Rule 9019 Authorizing and Approving the Debtor’s Entry into Settlement Agreement with the Official Committee of Unsecured Creditors and Consenting Creditors of the Unofficial Noteholders’ Committee [D.I. 3093] (the “Settlement Order”) authorizing the Debtor’s entry into that certain settlement agreement dated on or about January 27, 2015 among the Debtor, the Required Consenting Creditors and certain members of the Official Committee of Unsecured Creditors of Exide Technologies (the “UCC Settlement”); and (iii) the Order (A) Approving the Adequacy of the Debtor’s Disclosure Statement with Respect to the Plan of Reorganization of Exide Technologies; (B) Approving Solicitation and Notice Procedures with Respect to Confirmation of the Debtor’s Proposed Plan of Reorganization; (C) Approving the Form of Various Ballots and Notices in Connection Therewith; and (D) Scheduling Certain Dates with Respect Thereto [D.I. 3092] approving among other things the adequacy the Debtor’s disclosure statement with respect to the Second Amended Plan; and

WHEREAS, the Unofficial Noteholder Committee and the Company have engaged in further discussions to effect a restructuring of the Company through the Second Amended Plan (the “Plan”) and in accordance with the terms set forth in Exhibit A hereto (the “Plan Term Sheet”) with respect to the New First Lien High Yield Notes (as defined in the Plan Term Sheet) and the New Second Lien Convertible Notes (as defined in the Plan Term Sheet), all of which shall be substantially on the terms and conditions described in this Agreement (such transactions under the Plan and the Plan Term Sheet, collectively, the “Restructuring Transactions”); and

1.2 Section 3(a) of the Plan Support Agreement is hereby amended by deleting the reference to “Plan Term Sheet.”

1.3 The sentence immediately following Section 3(g) of the Plan Support Agreement is hereby amended by inserting “, the Plan” immediately after the reference to “this Agreement.”

1.4 The second sentence of Section 4.01(c)(iii) of the Plan Support Agreement is hereby amended by deleting the reference to “Plan Term Sheet” and inserting in lieu thereof a reference to the “Plan.”

1.5 The last sentence of Section 4.01 of the Plan Support Agreement (defining the term “Debtor Claims”) is hereby amended by deleting the reference to “Existing European Facilities (as defined in the Plan Term Sheet)” and inserting in lieu thereof the following: “$23.1 million of foreign credit facilities and other debt at the Debtors’ European subsidiaries.”

1.6 Section 8.01(b) of the Plan Support Agreement is hereby amended by deleting the reference to “Plan Term Sheet” and inserting in lieu thereof a reference to the “Plan.”

1.7 The Plan Support Agreement is hereby modified so that the Second Amended Plan, in substantially the form as attached hereto as Exhibit 1, constitutes the Plan for purposes of the Plan Support Agreement.

1.8 Exhibit A to the Plan Support Agreement shall be replaced in its entirety with the revised version of Exhibit A attached hereto as Exhibit 2.

2. Agreement. The Required Consenting Creditors agree that the Disclosure Statement Order, upon becoming a Final Order, is in form and substance reasonably satisfactory to Required Consenting Creditors.

3. References to the Plan Support Agreement. All references to the “Plan Support Agreement” shall mean and refer to the Plan Support Agreement, as modified by this Amendment No. 1.

4. Counterparts. This Amendment may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf).

5. Effectiveness. In accordance with Section 9 of the Plan Support Agreement, this Amendment No. 1 shall be effective and binding upon the Parties as of the date on which: (i) the Debtor shall have executed and delivered a counterpart signature page of this Amendment No. 1 to counsel to the Unofficial Noteholder Committee and (ii) the Required Consenting Creditors shall have executed and delivered counterpart signature pages of this Amendment No. 1 to counsel to the Debtor.

6. Headings. The headings of the sections, paragraphs and subsections of this Amendment are inserted for convenience only and shall not affect the interpretation hereof.

7. Applicable Law. This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of laws principles thereof.

IN WITNESS WHEREOF, this Amendment No. 1 has been executed on the date set forth above.

MacKay Shields LLC, as investment advisor on behalf of certain funds and accounts it manages

Alliance Bernstein High Income Fund, AB Global High Income Fund, ACM Global High Yield- Offshore and certain other affiliates

The Northwestern Mutual Life Insurance Company for its group annuity separate account

Nomura Corporate Research and Asset Management Inc. as investment manager on behalf of fund and accounts it manages

This term sheet (the “Term Sheet”) describes certain of the principal terms of the securities to be issued in connection with a proposed restructuring (the “Restructuring”) for Exide Technologies (the “Debtor” and as reorganized post-emergence, “Reorganized Exide,” and together with its non-debtor subsidiaries, the “Company”) to be implemented pursuant to the Second Amended Plan of Reorganization of Exide Technologies dated as of February 4, 2015 (the “Plan”) filed in the Debtor’s chapter 11 case (the “Chapter 11 Case”) pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The remaining terms of the Restructuring are set forth in the Plan. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Plan.


New First Lien High Yield
Notes		Reorganized Exide shall issue $272.1 million of first lien notes (the “New First Lien High Yield Notes”) comprising $259.1 million issued pursuant to the DIP / First Lien Exchange (defined below), $8.0 million in fees issued to the Backstop Parties and $5.0 million issued as the DIP/Second Lien Conversion Funding Fee (as defined below).

Participation: $246.8 million of DIP Term Loan Claims (defined below) shall be exchanged for $259.1 million of New First Lien High Yield Notes, inclusive of original issue discount of 5% for every $100 of term loan claims under the DIP Credit Agreement (“DIP Term Loan Claims”) exchanged into New First Lien High Yield Notes (the “DIP / First Lien Exchange”).

Interest Rate: 11.0% payable semi-annually and comprising 4.0% cash interest and 7.0% paid-in-kind interest.

Collateral: (i) a first lien on all real and personal property (excluding the accounts, inventory and receivables securing the Exit ABL Revolver Facility (the “Exit ABL Revolver Collateral”)), pledges of stock of subsidiaries (including the maximum allowable voting stock of Exide Technologies C.V.) and intercompany loans (collectively, the “First Lien High Yield Notes Collateral”) and (ii) a second lien on the Exit ABL Revolver Collateral.

Prepayments: callable at 105 in year 1, 102 in year 2, 101 in year 3, and at par thereafter.

Other Terms: rated by at least one agency; such other terms as reasonably agreed to by the Required Consenting Creditors.


New Second Lien Convertible
Notes		Reorganized Exide shall issue between $276.0 million and $291.0 million of second lien convertible notes (the “New Second Lien Convertible Notes”) depending on the amount in which the Rights Offering is subscribed.

If the Rights Offering is fully subscribed for in the amount of $175 million, Reorganized Exide shall issue $291.0 million in New Second Lien Convertible Notes consisting of: $175.0 million of capital raised pursuant to the Rights Offering (the “New Money Investment”), $100.0 million in exchange of DIP Term Loan Claims pursuant to the DIP/Second Lien Conversion Option (defined below), and $16.0 million in fees to the Backstop Parties. The New Money Investment will include oversubscription rights.

If the Rights Offering is subscribed for in the amount of $160 million, Reorganized Exide shall issue $276.0 million in New Second Lien Convertible Notes consisting of: $160.0 million in New Money Investment, $100.0 million in exchange of DIP Term Loan Claims pursuant to the DIP/Second Lien Conversion Option (defined below), and $16.0 million in fees to the Backstop Parties.

The Backstop Parties and the Company shall continue to evaluate the feasibility of Exide Global Holding Netherlands C.V. issuing the New Second Lien Convertible Notes or a convertible equity instrument (the “C.V. Equity Security”) containing economic terms that are substantially consistent with those of the New Second Lien Convertible Notes, and otherwise as set forth in this Term Sheet, to be agreed upon by the Required Consenting Creditors. Upon the agreement of the Company, each of the Backstop Parties, and each of the Consenting Creditors, the New Second Lien Convertible Notes or the C.V. Equity Securities, as the case may be, may be issued by Exide Global Holding Netherlands C.V.

Participation: Backstop Parties and participants in the Rights Offering will receive New Second Lien Convertible Notes under the New Money Investment. Holders of DIP Term Loan Claims that consent to the DIP / First Lien Exchange shall, on the Plan Effective Date, have the option to exchange up to an aggregate of $100 million of DIP Term Loan Claims (the “DIP/Second Lien Conversion Option”) into New Second Lien Convertible Notes.

Collateral: (i) second lien on the First Lien High Yield Notes Collateral and (ii) third lien on the Exit ABL Revolver Collateral.

Conversion: (i) convertible at any time (without regard to size (i.e., each individual holder is eligible to convert)) into 80.0% of the New Exide Common Stock, which conversion percentage shall increase by interest paid-in-kind and which shall be, on a fully converted basis, subject to dilution from any MIP, and (ii) shall be subject to mandatory conversion at EBITDA thresholds to be determined.

Other Terms: such other terms as reasonably agreed to by the Required Consenting Creditors, including possible adjustment to address AHYDO issue.

THIS AMENDMENT No. 1 (this “Amendment No. 1”) to the Backstop Commitment Agreement, made by and among Exide Technologies and the Backstop Parties party thereto, dated January 7, 2015 (the “Backstop Commitment Agreement”), is made on February 6, 2015. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Backstop Commitment Agreement.

WHEREAS, on or about January 7, 2015, certain holders of Senior Secured Note Claims who are Consenting Creditors executed the Second Amended and Restated Plan Support Agreement dated as of January 7, 2015 (the “Plan Support Agreement”);

WHEREAS, in connection with the Restructuring Transactions contemplated in the Plan Support Agreement, on or about January 7, 2015, certain holders of Senior Secured Note Claims who are Backstop Parties executed the Backstop Commitment Agreement; and

WHEREAS, on or about January 27, 2015, the Requisite Backstop Parties, the Debtor and certain members of the Creditors Committee agreed to the terms of a settlement (the “UCC Settlement”) of all chapter 11 matters (including, but not limited to, the resolution of the Creditors Committee’s complaint challenging the validity of the prepetition liens securing the Senior Secured Notes, the valuation of the Debtor, the Debtor’s entry into the backstop commitment agreement and Plan Support Agreement, and adequate protection issues); and

WHEREAS, Section 10.7 of the Backstop Commitment Agreement permits certain amendments to the Backstop Commitment Agreement, in writing, if signed by the Requisite Backstop Parties and the Debtor and with respect to certain matters set forth therein, only if signed by each Backstop Party and the Debtor; and

WHEREAS, pursuant to Section 10.7 of the Backstop Commitment Agreement, the Backstop Parties signatory hereto and the Debtor wish to amend the Backstop Commitment Agreement so as to consent to and incorporate the terms of the Second Amended Plan as if such Second Amended Plan were the Plan contemplated therein.

1.1 The third “WHEREAS” clause of the Recitals of the Backstop Commitment Agreement is hereby replaced in its entirety with the following:

WHEREAS, on February 4, 2015, the Bankruptcy Court entered (i) the Order Authorizing and Approving the Debtor’s: (I) Entry Into a Plan Support Agreement and (II)(A) Entry Into a Backstop Commitment Agreement, (B) Payment of Related Fees and Expenses, and (C) Incurrence of Certain Indemnification Obligations [D.I. 3087]; (ii) the Order Under Bankruptcy Code Sections 105 and 363 and Bankruptcy Rule 9019 Authorizing and Approving the Debtor’s Entry into Settlement Agreement with the Official Committee of Unsecured Creditors and Consenting Creditors of the Unofficial Noteholders’ Committee [D.I. 3093] (the “Settlement Order”) authorizing the Debtor’s entry into that certain settlement agreement dated on or about January 27, 2015 among the Debtor, the Required Consenting Creditors and certain members of the Official Committee of Unsecured Creditors of Exide Technologies (the “UCC Settlement”); and (iii) the Order (A) Approving the Adequacy of the Debtor’s Disclosure Statement with Respect to the Plan of Reorganization of Exide Technologies; (B) Approving Solicitation and Notice Procedures with Respect to Confirmation of the Debtor’s Proposed Plan of Reorganization; (C) Approving the Form of Various Ballots and Notices in Connection Therewith; and (D) Scheduling Certain Dates with Respect Thereto [D.I. 3092] approving among other things the adequacy the Debtor’s disclosure statement with respect to the Second Amended Plan;

1.2 The definition of “Debtor Claims” in the Backstop Commitment Agreement is hereby amended by deleting the reference to “Existing European Facilities (as defined in the Plan Term Sheet)” and inserting in lieu thereof the following: “$23.1 million of foreign credit facilities and other debt at the Debtors’ European subsidiaries.”

1.3 The definition of “Exit ABL Revolver Financing” in the Backstop Commitment Agreement is hereby amended by deleting the reference to “PSA Term Sheet” and inserting in lieu thereof a reference to the “Plan.”

1.4 Section 1.2 of the Backstop Commitment Agreement is hereby amended by deleting the reference to “Existing European Facilities.”

1.5 The Backstop Commitment Agreement is hereby modified so that the Second Amended Plan, in substantially the form as attached hereto as Exhibit A, constitutes the Plan for purposes of the Backstop Commitment Agreement.

2. Agreement. The Requisite Backstop Parties agree that the Disclosure Statement Order, upon becoming a Final Order, satisfies section 7.1(b) of the Backstop Commitment Agreement.

3. References to the Backstop Commitment Agreement. All references to the “Backstop Commitment Agreement” shall mean and refer to the Backstop Commitment Agreement, as modified by this Amendment No. 1.

5. Effectiveness. In accordance with Section 10.7 of the Backstop Commitment Agreement, this Amendment No. 1 shall be effective and binding upon the Parties as of the date on which: (i) the Debtor shall have executed and delivered a counterpart signature page of this Amendment No. 1 to counsel to the Unofficial Noteholder Committee and (ii) the Requisite Backstop Parties shall have executed and delivered counterpart signature pages of this Amendment No. 1 to counsel to the Debtor. The Backstop Commitment Agreement shall be read together as a single instrument with this Amendment No. 1 and, except as expressly amended by this Amendment No. 1, the Backstop Commitment Agreement shall remain in full force and effect.

6. Headings. The headings of the sections, paragraphs and subsections of this Amendment are inserted for convenience only and shall not affect the interpretation hereof.

7. Applicable Law. This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of New York and, to the extent applicable, the Bankruptcy Code.

IN WITNESS WHEREOF, this Amendment No. 1 has been executed on the date set forth above.

Alliance Bernstein High Income Fund, AB Global High Income Fund, ACM Global High Yield- Offshore and certain other affiliates

Nomura Corporate Research and Asset Management Inc. as investment manager on behalf of funds and accounts it manages

MacKay Shields LLC, as investment advisor on behalf of certain funds and accounts it manages

Neuberger Berman Fixed Income LLC, as investment manager on behalf of various funds it manages

BDCM Opportunity Fund III, L.P.
By: BDCM Opportunity Fund III Adviser, L.L.C., its Investment Manager

THIS AMENDMENT No. 2 (this “Amendment”), dated as of March 31, 2015 to the Second Amended and Restated Plan Support Agreement dated as of January 7, 2015 (as amended, supplemented or otherwise modified from time to time, the “Plan Support Agreement”) is by and among (i) Exide Technologies, a Delaware corporation (“Exide” or the “Debtor” and together with its non-debtor subsidiaries and affiliates, the “Company”) and (ii) the signatories hereto who are holders of Senior Secured Note Claims (as defined in the Plan Support Agreement). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan Support Agreement.

WHEREAS, (i) the Debtor filed the Plan of Reorganization of Exide Technologies dated as of November 17, 2014 [D.I. 2632] (the “Initial Plan”) consistent with the Plan Support Agreement, (ii) the Debtor filed the First Amended Plan of Reorganization of Exide Technologies dated as of January 30, 2105 [D.I. 3060] (the “First Amended Plan”), (iii) the Debtor filed the Second Amended Plan of Reorganization of Exide Technologies dated as of February 4, 2015 [D.I. 3096] (the “Second Amended Plan”); (iv) the Debtor filed the Third Amended Plan of Reorganization of Exide Technologies dated as of March 25, 2105 [D.I. 3369] (the “Third Amended Plan”); and (v) the Debtor filed the Fourth Amended Plan of Reorganization of Exide Technologies dated as of March 27, 2105 [D.I. 3409] (the “Fourth Amended Plan”);

WHEREAS, on March 27, 2015, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law and Order Confirming Fourth Amended Plan [D.I. 3423] (the “Confirmation Order”);

WHEREAS, the Plan Support Agreement contemplates the restructuring of the Company through a chapter 11 plan of reorganization with terms substantially as those set forth in the Fourth Amended Plan;

WHEREAS, pursuant to Section 9 of the Plan Support Agreement, the Consenting Creditors signatory hereto and the Debtor wish to amend the Plan Support Agreement as set forth below.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Required Consenting Creditors and the Debtor hereby agree as follows; provided that each Consenting Creditor and the Debtor agrees to the amendment to the Plan Support Agreement set forth in Section 1.3 below:

1.1 The fourth “WHEREAS” clause of the Recitals of the Plan Support Agreement is hereby replaced in its entirety with the following:

WHEREAS, (i) the Debtor filed the Plan of Reorganization of Exide Technologies dated as of November 17, 2014 [D.I. 2632] (the “Initial Plan”) consistent with the Plan Support Agreement, (ii) the Debtor filed the First Amended Plan of Reorganization of Exide Technologies dated as of January 30, 2105 [D.I. 3060] (the “First Amended Plan”), (iii) the Debtor filed the Second Amended Plan of Reorganization of Exide Technologies dated as of February 4, 2015 [D.I. 3096] (the “Second Amended Plan”) reflecting comments from parties in interest, (iv) the Debtor filed the Third Amended Plan of Reorganization of Exide Technologies dated as of March 25, 2105 [D.I. 3369] (the “Third Amended Plan”); and (v) the Debtor filed the Fourth Amended Plan of Reorganization of Exide Technologies dated as of March 27, 2105 [D.I. 3409] (the “Fourth Amended Plan”);

1.2 The sixth “WHEREAS” clause of the Recitals of the Plan Support Agreement is hereby replaced in its entirety with the following:

WHEREAS, the Unofficial Noteholder Committee and the Company have engaged in further discussions to effect a restructuring of the Company through the Fourth Amended Plan (the “Plan”) and in accordance with the Plan Supplements filed with the Bankruptcy Court on March 4, 2015 [D.I. 3218] (the “Plan Supplement Documents”) with respect to the New First Lien High Yield Notes (as defined in the Plan) and the New Second Lien Convertible Notes (as defined in the Plan), all of which shall be substantially on the terms and conditions described in this Agreement (such transactions under the Plan and the Plan Supplement Documents, collectively, the “Restructuring Transactions”);

1.3 The last “WHEREAS” clause of the Recitals of the Plan Support Agreement is hereby replaced in its entirety with the following:

WHEREAS, in connection with the Restructuring Transactions, the Company expects to arrange commitments to obtain exit financing, including by seeking an agreement from Consenting Creditors and other parties to enter into a commitment (such parties, other than the Debtor, collectively, the “Backstop Parties” and such agreement (including the exhibits thereto) at all times in form and substance reasonably satisfactory to the Required Consenting Creditors (as defined below), the “Backstop Commitment Agreement”) with respect to the Rights Offering (as defined in the Plan), along with other commitment agreements regarding exit financing in accordance with the Plan (such additional commitments, the “Exit Financing Commitment Agreements”).

1.4 The first sentence of Section 4.01(c)(iii) of the Plan Support Agreement is hereby amended by deleting each reference to “Plan Term Sheet” and inserting in lieu thereof a reference to the “Plan.”

1.5 Section 4.03 of the Plan Support Agreement is hereby replaced in its entirety with the following:

Commitments of the Company and the Consenting Creditors. The Backstop Parties have agreed to backstop the $175 million Rights Offering up to $160 million in accordance with and pursuant to the terms of the Backstop Commitment Agreement. During the Effective Period, the Company and each Consenting Creditor agree that each Consenting Creditor shall be afforded an opportunity to become a Backstop Party for the Rights Offering (as defined in the Plan) to purchase up to its pro rata share of Second Lien Convertible Notes (as defined in the Plan) in proportion to the principal amount of Senior Secured Notes held, as of such date of determination, by all Consenting Creditors. Prior to entering into any agreement with any third party with respect to a backstop for the Rights Offering (as defined in the Plan), the Company shall offer each Consenting Creditor the opportunity to backstop the Rights Offering (as defined in the Plan) on the most favorable terms offered to such third party.

1.6 Section 8.01(d) of the Plan Support Agreement is hereby amended by deleting this section in its entirety and inserting in lieu thereof “Reserved.”

1.7 Section 8.01(e) of the Plan Support Agreement is hereby amended by deleting the reference to “March 31, 2015” and inserting in lieu thereof the date “April 30, 2015.”

1.8 Section 8.05(b) of the Plan Support Agreement is hereby amended by deleting the reference to “March 31, 2015” and inserting in lieu thereof the date “April 30, 2015.”

1.9 Section 8.05(c) of the Plan Support Agreement is hereby amended by deleting the reference to “Plan Term Sheet” and inserting in lieu thereof a reference to the “the Plan Supplement Documents.”

1.10 Section 8.05(d) of the Plan Support Agreement is hereby amended by deleting the reference to “Plan Term Sheet” and inserting in lieu thereof a reference to the “Plan Supplement Documents.”

1.11 The last sentence of Section 8.05 of the Plan Support Agreement defining the term “Economic Change” is hereby replaced in its entirety as follows:

As used in this Agreement, the term “Economic Change” means any amendment, modification, supplement, change or agreement that affects the economic terms of, or participation rights under, this Agreement, the Plan Supplement Documents, or the Plan Transaction Documents, including the priority, fees, interest rates, maturity, equity splits, participation rights in, or other terms of the First Lien High Yield Notes (as defined in the Plan) and the Second Lien Convertible Notes (as defined in the Plan).

1.12 Section 9 of the Plan Support Agreement is hereby amended by deleting the reference to “Plan Term Sheet.”

1.13 Section 11.19 of the Plan Support Agreement is hereby amended by deleting the reference to “Plan Term Sheet.”

1.15 The Plan Support Agreement is hereby modified so that the Fourth Amended Plan, in substantially the form as attached hereto as Exhibit 1, constitutes the Plan for purposes of the Plan Support Agreement

2. Counterparts. This Amendment may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf).

3. Effectiveness. In accordance with Section 9 of the Plan Support Agreement, this Amendment shall be effective and binding upon the Parties as of the date on which: (i) the Debtor shall have executed and delivered a counterpart signature page of this Amendment to counsel to the Unofficial Noteholder Committee and (ii) each Consenting Creditor shall have executed and delivered counterpart signature pages of this Amendment to counsel to the Debtor.

4. Headings. The headings of the sections, paragraphs and subsections of this Amendment are inserted for convenience only and shall not affect the interpretation hereof.

5. Applicable Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of laws principles thereof.

IN WITNESS WHEREOF, this Amendment has been executed on the date set forth above.

MacKay Shields LLC, as investment advisor on behalf of certain funds and accounts it manages

Alliance Bernstein High Income Fund, AB Global High Income Fund, ACM Global High Yield- Offshore and certain other affiliates

The Northwestern Mutual Life Insurance Company for its group annuity separate account

Nomura Corporate Research and Asset Management Inc. as investment manager on behalf of fund and accounts it manages

THIS AMENDMENT NO. 2 TO, AND WAIVER UNDER, (this “Amendment”) the Backstop Commitment Agreement, made by and among Exide Technologies and the Backstop Parties party thereto, dated January 7, 2015 (as amended, supplemented or otherwise modified from time to time, the “Backstop Commitment Agreement”), is made on March 31, 2015. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Backstop Commitment Agreement.

WHEREAS, pursuant to Section 10.7 of the Backstop Commitment Agreement, the Backstop Parties signatory hereto and the Debtor wish to amend the Backstop Commitment Agreement as set forth below.

1.1 The recitals of the Backstop Commitment Agreement are hereby replaced in their entirety with the following:

WHEREAS, on June 10, 2013 (the “Petition Date”), Exide commenced a voluntary reorganization case captioned In re Exide Technologies, Ch. 11 Case No. 13-11482 (KJC) (Bankr. D. Del. Jun. 10, 2013) (the “Chapter 11 Case”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);

WHEREAS, in connection with the Chapter 11 Case, certain members of the Unofficial Noteholder Committee, other holders of the Senior Secured Note Claims and Exide have engaged in discussions to effect a restructuring of Exide through a chapter 11 plan of reorganization substantially on the terms set forth in the Plan (as defined herein) and that certain Second Amended and Restated Plan Support Agreement dated as of January 6, 2015 among the Debtor, the Backstop Parties and certain other holders of Senior Secured Note Claims (as defined herein) (as amended, supplemented or otherwise modified from time to time, the “PSA” and, together with the transactions contemplated therein and under the Plan (as defined herein), all of which shall be substantially on the terms and conditions described in the PSA, the “Restructuring Transactions”);

WHEREAS, (i) the Debtor filed the Plan of Reorganization of Exide Technologies dated as of November 17, 2014 [D.I. 2632] (the “Initial Plan”) consistent with the Plan Support Agreement, (ii) the Debtor filed the First Amended Plan of Reorganization of Exide Technologies dated as of January 30, 2105 [D.I. 3060] (the “First Amended Plan”), (iii) the Debtor filed the Second Amended Plan of Reorganization of Exide Technologies dated as of February 4, 2015 [D.I. 3096] (the “Second Amended Plan”) reflecting comments from parties in interest, (iv) the Debtor filed the Third Amended Plan of Reorganization of Exide Technologies dated as of March 25, 2105 [D.I. 3369] (the “Third Amended Plan”); and (v) the Debtor filed the Fourth Amended Plan of Reorganization of Exide Technologies dated as of March 27, 2105 [D.I. 3409] (the “Fourth Amended Plan”);

WHEREAS, on February 4, 2015, the Bankruptcy Court entered (i) the Order Authorizing and Approving the Debtor’s: (I) Entry Into a Plan Support Agreement and (II)(A) Entry Into a Backstop Commitment Agreement, (B) Payment of Related Fees and Expenses, and (C) Incurrence of Certain Indemnification Obligations [D.I. 3087]; (ii) the Order Under Bankruptcy Code Sections 105 and 363 and Bankruptcy Rule 9019 Authorizing and Approving the Debtor’s Entry into Settlement Agreement with the Official Committee of Unsecured Creditors and Consenting Creditors of the Unofficial Noteholders’ Committee [D.I. 3093] (the “Settlement Order”) authorizing the Debtor’s entry into that certain settlement agreement dated on or about January 27, 2015 among the Debtor, the Required Consenting Creditors and certain members of the Official Committee of Unsecured Creditors of Exide Technologies (the “UCC Settlement”); and (iii) the Order (A) Approving the Adequacy of the Debtor’s Disclosure Statement with Respect to the Plan of Reorganization of Exide Technologies; (B) Approving Solicitation and Notice Procedures with Respect to Confirmation of the Debtor’s Proposed Plan of Reorganization; (C) Approving the Form of Various Ballots and Notices in Connection Therewith; and (D) Scheduling Certain Dates with Respect Thereto [D.I. 3092] approving among other things the adequacy the Debtor’s disclosure statement with respect to the Plan (as amended, supplemented or otherwise modified from time to time in accordance with the PSA and this Agreement, the “Disclosure Statement”);

WHEREAS, on March 27, 2015, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law and Order Confirming Fourth Amended Plan [D.I. 3423] (the “Confirmation Order”);

WHEREAS, in connection with the Restructuring Transactions, each Backstop Party has entered into this Commitment Agreement and become a party hereto and has agreed (on a several and not joint basis) in connection with a Rights Offering of up to $175.0 million of New Second Lien Convertible Notes, to purchase (x) such Backstop Party’s Primary Notes, and (y) up to its Backstop Commitment Amount of the Backstop Notes, if any.

1.2 All references to the “PSA Term Sheet” in the Backstop Commitment Agreement shall be replaced with references to the “Plan.”

1.3 The definition of “Confirmation Order” in Section 1.1 is hereby replaced in its entirety as follows:

1.4 The definition of “Emergence Available Liquidity Target” in Section 1.1 is hereby replaced in its entirety as follows:

“Emergence Available Liquidity Target” means $190.0 million; provided, however, that the Emergence Available Liquidity Target shall be reduced dollar for dollar by: (i) the amount by which the net proceeds received by Exide and/or its Subsidiaries pursuant to the Frisco Master Settlement Agreement is less than the amount projected to be received as set forth in the projections filed by Exide with the Bankruptcy Court on November 25, 2014; (ii) the amount of any cash settlement paid by Exide and/or its Subsidiaries in respect of the AQMD Complaint; and (iii) the amount of any cash paid by Exide and/or its Subsidiaries in respect of claims of prepetition unsecured creditors (or any fee and expense related thereto); provided, that notwithstanding the foregoing reductions, in no event shall the Emergence Available Liquidity Target be less than $[141] million.

1.5 The first sentence of Section 2.4(a) of the Backstop Commitment Agreement is hereby replaced in its entirety with the following:

(A) On the later to occur of April 7, 2015 and the date on which Exide has received an executed commitment letter to provide the Exit ABL Revolver Financing from one or more bona fide third-party lenders, which shall be in form and substance reasonably satisfactory to the Requisite Backstop Parties, Exide, or the Rights Offering Subscription Agent on behalf of Exide, shall deliver to each Backstop Party a written notice (the “Initial Funding Notice”) and (B) if an Escrow Release occurs, no later than the second (2^nd) Business Day prior to the anticipated Plan Effective Date, Exide, or the Rights Offering Subscription Agent on behalf of Exide, shall deliver to each Backstop Party an additional written notice (the “Subsequent Funding Notice” and, together with the Initial Funding Notice, a “Funding Notice”), in each case of (i) the aggregate principal amount of Rights Offering Notes elected to be purchased by the Rights Offering Participants and the aggregate Purchase Price therefor; (ii) the aggregate principal amount of Backstop Notes, if any, and the aggregate Purchase Price therefor; (iii) the aggregate principal amount of Primary Notes and Backstop Notes to be issued and sold by Exide to such Backstop Party and the aggregate Purchase Price therefor; and (iv) the escrow account to which such Backstop Party shall deliver and pay the aggregate Purchase Price for such Primary Notes and Backstop Notes (the “Backstop Escrow Account”).

1.6 The third sentence of Section 2.4(b) of the Backstop Commitment Agreement is hereby replaced in its entirety with the following:

The funds held in the Backstop Escrow Account shall be released to the Backstop Parties, and each Backstop Party shall receive from the Backstop Escrow Account the cash amount actually funded to the Backstop Escrow Account by such Backstop Party, plus any interest accrued thereon, promptly following the earlier to occur of (i) the termination of this Commitment Agreement in accordance with its terms and (ii) the sixth (6^th) Business Day following the Initial Funding Notice if the Closing shall not have occurred; provided, however, that the date of any release pursuant to this Section 2.4(b)(ii) may be extended by Exide in its sole discretion until no later than April 30, 2015 if and for so long as (x) Exide has received one or more commitments to provide the Exit ABL Revolver Financing from one or more bona fide third-party lenders, which commitments remain in effect; and (y) Exide is otherwise continuing to work in good faith toward consummation of the Plan Effective Date; provided, further, that, if the funds are released from the Backstop Escrow Account pursuant to the foregoing clause (ii) (an “Escrow Release”), each Backstop Party shall be required to re-deliver such released funds no later than two (2) Business Days after receipt of a Subsequent Funding Notice; provided, further, that, notwithstanding the foregoing, the Requisite Backstop Parties may waive an Escrow Release with respect to all or a portion of the funds held in the Backstop Escrow Account, and may agree that all or a portion of such funds shall remain in the Backstop Escrow Account until the earlier to occur of (i) the termination of this Commitment Agreement in accordance with its terms, (ii) the Closing, or (iii) such other date as determined by the Requisite Backstop Parties, in their sole discretion.

(c)(i) A services agreement for the post-Effective Date transition of senior management positions provided by employees of Alvarez & Marsal North America, LLC shall be in form and substance reasonably satisfactory to the Requisite Backstop Parties, with the effective date of the transition services agreement commencing on a date reasonably agreed by the Requisite Backstop Parties.

(g) by Exide or any Backstop Party (other than a Defaulting Backstop Party) if the Closing Date has not occurred by 11:59 p.m., New York City time on or before April 30, 2015 (as it may be extended pursuant to this Section 9.1(g), the “Outside Date”); provided that, upon the occurrence of a Backstop Party Default, the Outside Date shall be extended in accordance with Section 2.3(a) during a Cover Transaction Period;

2. Conditions to Obligations. Except as set forth in Section 3 below, the Conditions to the Obligations of the Parties set forth in Sections 7.1 and 7.2 of the Backstop Commitment Agreement have not been fully satisfied in accordance with their terms. Nothing herein, nor any delay on the part of any of the Backstop Parties in exercising any right, power or privilege pursuant to the Backstop Commitment Agreement or herein, shall operate as a waiver of, nor preclude any other or further exercise of, any of the Backstop Parties’ rights under the Backstop Commitment Agreement, including under Article VII and Article IX thereto and under applicable law with respect to the satisfaction of any conditions precedent and the existence, if any, of termination events thereunder, and all such rights are fully preserved.

3. Waiver. Pursuant to and in accordance with Section 7.3 of the Backstop Commitment Agreement, effective as of the date hereof, the undersigned hereby irrevocably waive each of the condition set forth in Section 7.2(g) and (h), as and to the extent that any breach or inaccuracy of any representation or warranty or any failure to perform or comply with any covenant or agreement relates to Exide’s entry into, the subject matter of, or the terms and conditions of (i) that certain Non-Prosecution Agreement reached by Exide with the United States Attorneys Office for the Central District of California or (ii) that certain amendment to the 2014 stipulation and order with the California Department of Toxic Substances Control that provides a framework for the orderly closure and cleanup of the Vernon Facility, in each case as announced by Exide on March 12, 2015. The undersigned hereby irrevocably waive any right to terminate the Backstop Commitment Agreement as a result of the conditions waived in this clause (b), including pursuant to Section 9.1(d)(vi).

5. Effectiveness. In accordance with Section 10.7 of the Backstop Commitment Agreement, this Amendment shall be effective and binding upon the Parties as of the date on which: (i) the Debtor shall have executed and delivered a counterpart signature page of this Amendment to counsel to the Unofficial Noteholder Committee and (ii) (a) with respect to the amendments set forth in Section 1.8 hereof, as to each Backstop Party, on the date such Backstop Party shall have executed and delivered a counterpart signature page of this Amendment to counsel to the Debtor; and (b) with respect to all other provisions of this Amendment, the Requisite Backstop Parties shall have executed and delivered counterpart signature pages of this Amendment to counsel to the Debtor.

6. Headings. The headings of the sections, paragraphs and subsections of this Amendment are inserted for convenience only and shall not affect the interpretation hereof.

7. Applicable Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York and, to the extent applicable, the Bankruptcy Code.

IN WITNESS WHEREOF, this Amendment has been executed on the date set forth above.

Alliance Bernstein High Income Fund, AB Global High Income Fund, ACM Global High Yield- Offshore and certain other affiliates

Nomura Corporate Research and Asset Management Inc. as investment manager on behalf of funds and accounts it manages

MacKay Shields LLC, as investment advisor on behalf of certain funds and accounts it manages

Neuberger Berman Fixed Income LLC, as investment manager on behalf of various funds it manages

BDCM Opportunity Fund III, L.P.
By: BDCM Opportunity Fund III Adviser, L.L.C., its Investment Manager


Delaware	1-11263	23-0552730
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

13000 Deerfield Parkway, Building 200, Milton, Georgia		30004
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Exide Technologies

April 9, 2015	By:	Phillip A. Damaska

		Name: Phillip A. Damaska
		Title: Executive Vice President and Chief Financial Officer


Exhibit No.		Description

10.1		Amendment No. 1, dated as of February 6, 2015, to the Second Amended and Restated Plan Support Agreement dated as of January 7, 2015
10.2		Amendment No. 1, dated as of February 6, 2015, to the Backstop Commitment Agreement dated as of January 7, 2015
10.3		Amendment No. 2, dated as of March 15, 2015, to the Second Amended and Restated Plan Support Agreement dated as of January 7, 2015
10.4		Amendment No. 2, dated as of March 15, 2015, to the Backstop Commitment Agreement dated as of January 7, 2015


Date of Report (Date of Earliest Event Reported):		April 6, 2015


Registrant’s telephone number, including area code:		(678) 566-9000