Case KJC Doc 612 Filed 08/27/13 Page 1 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

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1 Case KJC Doc 612 Filed 08/27/13 Page 1 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re EXIDE TECHNOLOGIES, Debtor x x Chapter 11 Case No (KJC) Hrg. Date 9/17/13 at 1000 a.m. (Eastern) Obj. Due 9/10/13 at 400 p.m. (Eastern) DEBTOR S MOTION FOR ORDER PURSUANT TO BANKRUPTCY CODE SECTION 364 CONFIRMING DEBTOR S AUTHORITY TO ENTER INTO INSURANCE PREMIUM FINANCING AGREEMENT WITH AFCO CREDIT CORPORATION Exide Technologies ( Exide or the Debtor ) hereby moves (the Motion ) this Court for entry of an order (the Order ), pursuant to sections 363 and 364(c)(2) of title 11 of the United States Code (the Bankruptcy Code ), Rule 4001 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Bankruptcy Rules ), confirming the authority of the Debtor to enter into a new insurance premium financing agreement (the PFA ) 2 with AFCO Credit Corporation ( AFCO ), and granting related relief as further described herein. In support of the Motion, the Debtor, by and through its undersigned proposed counsel, respectfully represents 1 2 The last four digits of the Debtor s taxpayer identification number are The Debtor s corporate headquarters are located at Deerfield Parkway, Building 200, Milton, Georgia The PFA will be filed with this Court once the terms have been finalized. The description of the PFA set forth herein is a general description of the terms of the PFA.

2 Case KJC Doc 612 Filed 08/27/13 Page 2 of 11 JURISDICTION AND VENUE 1. This Court has jurisdiction to consider the Motion under 28 U.S.C. 157 and This is a core proceeding under 28 U.S.C. 157(b). Venue of this case and the Motion in this district is proper under 28 U.S.C and The legal predicates for the relief requested herein are Bankruptcy Code sections 363 and 364(c)(2), Bankruptcy Rule 4001, and Local Bankruptcy Rule Pursuant to Local Bankruptcy Rule (f), the Debtor consents to the entry of a final judgment or order with respect to the Motion if it is determined that this Court would lack Article III jurisdiction to enter such final order or judgment absent the consent of the parties. BACKGROUND A. The Insurance Motion and Order 4. On the Petition Date, the Debtor filed its motion 3 seeking authority to, among other things, maintain its existing insurance policies and premium financing agreements and to enter into new insurance policies and premium financing agreements (the Insurance Motion ). On June 11, 2013, the Court entered an order approving the Insurance Motion 4 (the Insurance Order ). 5. The Insurance Order authorizes the Debtor to, among other things (a) continue its insurance premium financing and to pay its regular monthly installment payments 3 4 Motion For Order Pursuant To 11 U.S.C. 105, 361, 362, 363, 1107 And 1108 And Fed. R. Bankr. P Authorizing Debtor To (I) Maintain Existing Insurance Policies And Pay All Insurance Obligations Arising Thereunder And (II) Renew, Revise, Extend, Supplement, Change Or Enter Into New Insurance Policies (Docket No. 12) Order Granting Debtor s Motion For Order Pursuant To 11 U.S.C. 105, 361, 362, 363, 1107 And 1108 And Fed. R. Bankr. P Authorizing Debtor To (I) Maintain Existing Insurance Policies And Pay All Insurance Obligations Arising Thereunder And (II) Renew, Revise, Extend, Supplement, Change Or Enter Into New Insurance Policies (Docket No. 72) 2

3 Case KJC Doc 612 Filed 08/27/13 Page 3 of 11 under the [premium financing agreements] as the same become due and (b) renew, revise, extend, supplement, change or enter into new insurance coverage and premium financing agreements as needed in its business judgment. Insurance Order 3 and 4. B. Overview of the Debtor s Premium Financing Agreements 6. As described in greater detail in the Declaration of Phillip A. Damaska in Support of Chapter 11 Petition and First Day Pleadings (Docket No. 3) (the First Day Declaration ) and the Insurance Motion, the Debtor maintains various insurance policies (collectively, the Insurance Policies ). For the policy period of 2012 to 2013, the total annual premiums under the Insurance Policies amounted to $9.9 million. 7. The terms of certain property Insurance Policies (the Financed Insurance Policies ) are set to expire on September 1, 2013, and absent a renewal or replacement, insurance coverage under the Financed Insurance Policies will lapse. Maintenance of the Financed Insurance Policies is essential to the preservation of value of the Debtor s business, property, and assets, and accordingly, in the ordinary course of its business, the Debtor has entered into new insurance policy agreements with respect to the Financed Insurance Policies. 8. Additionally, as described in greater detail in the First Day Declaration and the Insurance Motion, in the ordinary course of the Debtor s business, the Debtor finances a portion of the premiums on certain Insurance Policies pursuant to premium financing agreements with AFCO, in lieu of paying the Premiums on a lump-sum basis. During the course of the Chapter 11 Case, the Debtor has continued to perform its obligations in accordance with the terms and conditions of the Insurance Policies and its premium financing agreements. 9. The Debtor has determined, in the exercise of its reasonable business judgment, that it would be more economically advantageous to finance a portion of the premiums on the Financed Insurance Policies coming due September 1, 2013 (the Premiums ) 3

4 Case KJC Doc 612 Filed 08/27/13 Page 4 of 11 rather than entirely pay them up front on a lump-sum basis. Accordingly, the Debtor seeks confirmation of its authority to enter into the PFA, which contains terms substantially similar to the premium financing agreements approved under the Insurance Order, to finance the Premiums associated with the Financed Insurance Policies. AFCO has requested, as a condition to providing the financing, that the Debtor seek entry of a separate order to ensure that the particular Premiums being financed and the protections provided under the PFA, including the security interests granted to AFCO, are approved by this Court. 10. To secure its obligations under the PFA, the Debtor will grant a security interest to AFCO in (a) any and all unearned premiums and dividends which may become payable under the Financed Insurance Policies for any reason; (b) loss payments which reduce the unearned premiums, subject to any mortgagee or loss payee interest; and (c) any interest which may arise under any state insurance guarantee fund relating to the Financed Insurance Policies (collectively, the Collateral ). 5 Additionally, the PFA would grant AFCO a limited power of attorney with full authority to cancel the Financed Insurance Policies and obtain the return of any unearned Premiums in the event of a default in the payment of any installment due. 11. Pursuant to Bankruptcy Rule 4001(c)(1)(B) and Local Bankruptcy Rule (a), the following is a summary of the key provisions of the PFA. 5 The Debtor is permitted under its debtor-in-possession financing agreement (the DIP Financing Agreement ) to incur indebtedness in connection with insurance premium financing and to grant liens to secure such indebtedness. Under the DIP Financing Agreement, the Debtor s lenders have agreed that their liens would be junior to certain Permitted Liens, which include liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of such insurance premiums. The DIP Financing Agreement was approved pursuant to that Final Order (I) Authorizing Debtor (A) To Obtain Post-Petition Financing Pursuant to 11 U.S.C. 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), and 364(e) and (B) To Utilize Cash Collateral Pursuant to 11 U.S.C. 363, (II) Granting Adequate Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C. 361, 362, 363 and 364, and (III) Scheduling a Final Hearing Pursuant to Bankruptcy Rules 4001(b) and 4001(c), dated July 25, 2013 (Docket No. 427). 4

5 Case KJC Doc 612 Filed 08/27/13 Page 5 of 11 Summary of PFA Provisions 6 Amount Financed Interest Rate Maturity Event of Default Security Interest Power of Attorney Cancellation Waiver of Automatic Stay Conditions/Fees Waiver/Limitation of Liability The Debtor believes the Premiums on the Financed Insurance Policies will not exceed $7.25 million and anticipates that it will pay approximately 30% up front and will finance the remainder. The Debtor anticipates the interest rate to be approximately 2.99%. The Debtor anticipates that it will make 8 installment payments beginning October 1, 2013, with the last payment being May 1, Nonpayment of installment payments. AFCO is granted a security interest in (a) any and all unearned premiums and dividends which may become payable under the financed insurance policies; (b) loss payments which reduce unearned premiums, subject to any mortgagee or loss payee interests; and (c) any interest in any state guarantee fund relating to any financed policy. Power of attorney granted to AFCO to cancel the financed Insurance Policies for payment default, to receive sums assigned to AFCO, and to deliver documents relating to the financed Insurance Policies. AFCO may cancel the Financed Insurance Policies upon Debtor s failure to make payment when due. The proposed order allows AFCO to cancel the Financed Insurance Policies without further application to this Court. Finance Charge TBD AFCO s liability for breach of any of the terms of this agreement or the wrongful exercise of any of its powers shall be limited to the amount of the principal balance outstanding except in the event of gross negligence or willful misconduct. 6 The Debtor just recently completed negotiations regarding the terms of the Financed Insurance Policies, including the Premium amounts, with the insurance providers. Due to the short turn-around time, the Debtor and AFCO have not finalized all of the terms of the PFA as of the date of this filing. The Debtor will file the final version of the PFA with the Court. To the extent that there is any conflict between the summary of the PFA contained in the chart above and the actual provisions thereof, the actual provisions are controlling. 5

6 Case KJC Doc 612 Filed 08/27/13 Page 6 of 11 RELIEF REQUESTED 12. By the Motion, the Debtor seeks entry of an order, pursuant to Bankruptcy Code sections 363 and 364(c)(2), Bankruptcy Rule 4001, and Local Bankruptcy Rule , confirming its authority to (a) enter into the PFA with AFCO to finance the Premiums associated with the Financed Insurance Policies and (b) grant AFCO certain protections related to the PFA, as described herein. The Debtor believes that this is an ordinary course transaction that is consistent with the Insurance Order, however, the Debtor is filing this motion at the request of AFCO to obtain a court order specifically pertaining to this PFA. BASIS FOR RELIEF A. The Relief Requested In the Motion is Consistent with the Insurance Order and Is In the Ordinary Course of the Debtor s Business 13. The relief requested in the Motion is consistent with the relief granted in the Insurance Order, which authorized the Debtor to continue its ordinary course insurance programs and enter into new premium financing agreements. Specifically, the Debtor has determined in its business judgment that it is more cost-effective to finance a portion of the Premiums, 7 and that entry into the PFA will provide the Debtor with the liquidity and flexibility for operations. Additionally, as noted in the summary chart above, the Debtor anticipates that the interest rate will be approximately 2.99% a favorable rate that, with the finance charge, is less expensive than other sources of capital. 14. Moreover, the Debtor believes that entry into the PFA is an ordinary course transaction. Indeed, as described in the First Day Declaration and the Insurance Motion, when the Debtor determines that it is not economically advantageous to pay the premiums on its 7 As noted above, the Debtor anticipates that it will make a down payment in the amount of 30% of the Premiums on the Financed Insurance Policies and will finance the remainder. 6

7 Case KJC Doc 612 Filed 08/27/13 Page 7 of 11 Insurance Policies on a lump-sum basis, it enters into financing agreements with third parties. Indeed, at the commencement of the Chapter 11 Case, the Debtor was a party to two premium financing agreements with AFCO. 15. For the foregoing reasons, the Debtor does not believe it is required to seek Court approval to enter into the PFA with AFCO. However, AFCO has requested that the Debtor seek entry of a separate Court order to ensure Court approval of the particular premiums being financed and that the security interests granted pursuant the PFA are valid under section 364(c)(2). Accordingly, the Debtor is seeking an order of the Court confirming its authority to enter into the PFA. B. Entry Into the Premium Financing Agreement Is Authorized Under Bankruptcy Code Section 364(c). 16. Although the Debtor believes that it is authorized to enter into the PFA with AFCO in the ordinary course of its business pursuant to the Insurance Order, the Debtor also submits that Bankruptcy Code section 364(c)(2) authorizes the Debtor to enter into the PFA, as entry into the PFA is in the best interests of the estate. 17. Bankruptcy Code section 364(c)(2) allows a debtor, in the exercise of its business judgment, to incur secured postpetition debt, if the debtor has been unable to obtain unsecured credit and the borrowing is in the best interests of the estate. 11 U.S.C. 634(c); see, e.g., In re Ames Dep t Stores, 115 B.R. 34, 38 (Bankr. S.D.N.Y. 1990) (stating that with respect to postpetition credit, courts permit debtors-in-possession to exercise their basic business judgment consistent with their fiduciary duties ). 18. The Debtor s entry into the PFA with AFCO is necessary to protect the assets of the estate from diminishment due to a lapse in insurance coverage. AFCO is willing to finance the Debtor s insurance premiums on the Financed Insurance Policies only if it is granted 7

8 Case KJC Doc 612 Filed 08/27/13 Page 8 of 11 a security interest in the limited universe of Collateral, the insurance policies themselves. Given the unique financing at issue, the Debtor does not believe it could obtain this type of financing on better terms on an unsecured basis. Because the Debtor is required to maintain insurance coverage during the Chapter 11 Case, it would be particularly problematic if the Debtor was not authorized to enter into the PFA. 19. Additionally, as set forth more fully in the proposed Order, the PFA contemplates a modification of the automatic stay established pursuant to Bankruptcy Code section 362 to permit AFCO to take certain actions permitted under the PFA to enforce certain remedies against the Collateral without having to obtain any further order of this Court. The Debtor submits that stay modification provisions such as these are ordinary and usual features of postpetition premium financing agreements and, in the Debtor s business judgment, are reasonable under the present circumstances. See, e.g., In re Namco, LLC, No (PJW) (Bankr. D. Del. June 14, 2013); In re True Temper Sports, Inc., No (PJW) (Bankr. D. Del. Oct. 30, 2009); In re Pliant Corporation, No (MFW) (Bankr. D. Del. Aug. 18, 2009); In re Pacific Energy Resources Ltd., No (KJC) (Bankr. D. Del. June 1, 2009); In re Smurfit-Stone Container Corp., No (BLS) (Bankr. D. Del. Mar. 6, 2009); In re Intermet Corporation, No (KG) (Bankr. D. Del. Feb. 4, 2009); In re Motor Coach Industries International, Inc., No (BLS) (Bankr. D. Del. Jan. 23, 2009). Accordingly, the Debtor respectfully requests that the Court authorize the modification of the automatic stay in accordance with the terms set forth in the proposed Order. 20. Moreover, maintenance of the Debtor s Insurance Policies is essential to continuing the Debtor s operations and protecting its estate and creditors against liability for injuries or damages that may arise. Additionally, the Insurance Policies are required by various 8

9 Case KJC Doc 612 Filed 08/27/13 Page 9 of 11 regulations, laws, and contracts that govern the Debtor s commercial activities. Moreover, Bankruptcy Code section 1112(b)(4)(C) provides that failure to maintain appropriate insurance that poses a risk to the estate or to the public is cause for mandatory conversion or dismissal of a chapter 11 case. 11 U.S.C. 1112(b)(4)(C). Further, the Operating and Reporting Guidelines Issued for Debtor in Possession and Trustees by the Office of the United States Trustee for the District of Delaware (the Guidelines ) require the Debtor to maintain insurance coverage throughout the pendency of the Chapter 11 Case. See Guidelines at Courts in this and other districts have routinely granted the same or similar relief as requested in this Motion to chapter 11 debtors. See, e.g., In re Allied Sys. Holdings, Inc., Case No (CSS) (Bankr. D. Del. December 28, 2012); In re Forward Foods LLC, Case No (KJC) (Bankr. D. Del. Oct. 15, 2009); In re LandSource Communities Dev. LLC, Case No (KJC) (Bankr. D. Del. April 17, 2009); In re Motor Coach Indus. Int l, Inc., Case No (BLS) (Bankr. D. Del. Jan. 23, 2009); In re Winn-Dixie Stores, Inc., Case No F1 (JAF) (Bankr. M.D. Fla. May 19, 2005). 22. Based on the foregoing, the Debtor submits that the relief requested herein is in the best interest of the Debtor, its estate, creditors, stakeholders, and other parties in interest, and is consistent with the Insurance Order, and, therefore, should be granted. WAIVER OF STAY UNDER BANKRUPTCY RULE 6004(h) 23. The Debtor requests that the Court waive the stay imposed by Bankruptcy Rule 6004(h), which provides that [a]n order authorizing the use, sale, or lease of property other than cash collateral is stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise. Fed. R. Bankr. P. 6004(h). As described above, the relief that the Debtor seeks in this Motion is necessary for the Debtor to operate its business without 9

10 Case KJC Doc 612 Filed 08/27/13 Page 10 of 11 interruption and to preserve value for its estate. Accordingly, the Debtor respectfully requests that the Court waive the fourteen (14) day stay imposed by Bankruptcy Rule 6004(h), to the extent applicable, as the exigent nature of the relief sought herein justifies immediate relief. NOTICE 24. Notice of the Motion will be given to (i) the Office of the United States Trustee for the District of Delaware; (ii) counsel to the agent under the debtor in possession financing; (iii) counsel to the agent for the Debtor s prepetition secured lenders; (iv) the indenture trustee for each of the Debtor s secured and unsecured outstanding bond issuances; (v) counsel to the unofficial committee of senior secured noteholders; (vi) counsel to the Creditors Committee; (vii) AFCO; and (viii) all parties entitled to notice pursuant to Bankruptcy Rule The Debtor submits that no other or further notice need be provided. NO PRIOR REQUEST 25. No previous request for the relief sought herein has been made to this or any other Court. 10

11 Case KJC Doc 612 Filed 08/27/13 Page 11 of 11 CONCLUSION WHEREFORE, the Debtor respectfully requests that the Court enter an order, substantially in the form annexed hereto, granting the relief requested in the Motion and such other and further relief as may be just and proper. Dated Wilmington, Delaware August 27, 2013 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP /s/ Kristhy M. Peguero Anthony W. Clark (I.D. No. 2051) Kristhy M. Peguero (I.D. No. 4903) One Rodney Square P.O. Box 636 Wilmington, Delaware Telephone (302) Fax (302) and - Kenneth S. Ziman J. Eric Ivester Four Times Square New York, New York Telephone (212) Fax (212) and - James J. Mazza, Jr. 155 N. Wacker Dr. Chicago, Illinois Telephone (312) Fax (312) Counsel for Debtor and Debtor in Possession 11

12 Case KJC Doc Filed 08/27/13 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re EXIDE TECHNOLOGIES, Debtor x x Chapter 11 Case No (KJC) Hrg. Date 9/17/13 at 1000 a.m. (Eastern) Obj. Due 9/10/13 at 400 p.m. (Eastern) NOTICE OF DEBTOR S MOTION FOR ORDER PURSUANT TO BANKRUPTCY CODE SECTION 364 CONFIRMING DEBTOR S AUTHORITY TO ENTER INTO INSURANCE PREMIUM FINANCING AGREEMENT WITH AFCO CREDIT CORPORATION PLEASE TAKE NOTICE that the debtor and debtor in possession in the abovecaptioned bankruptcy case (the Debtor ) filed today the attached Debtor s Motion For Order Pursuant To Bankruptcy Code Section 364 Confirming Debtor s Authority To Enter Into Insurance Premium Financing Agreement With AFCO Credit Corporation (the Motion ). PLEASE TAKE FURTHER NOTICE that a hearing on the Motion will be held on September 17, 2013 at 1000 a.m. (Eastern) before the Honorable Kevin J. Carey, United States Bankruptcy Judge for the District of Delaware, in the United States Bankruptcy Court for the District of Delaware, 5th Floor, Courtroom 5, 824 North Market Street, Wilmington, Delaware ( Hearing ). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Motion or the relief requested therein must be made in writing, filed with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ), 824 Market Street, Wilmington, Delaware 1 The last four digits of the Debtor s taxpayer identification number are The Debtor s corporate headquarters are located at Deerfield Parkway, Building 200, Milton, Georgia

13 Case KJC Doc Filed 08/27/13 Page 2 of , and served so as to be received by the following parties no later than September 10, 2013 at 400 p.m. (Eastern) (i) the Debtor, Exide Technologies, Deerfield Parkway, Building 200, Milton, Georgia 30004, Attn Phillip A. Damaska; (ii) counsel to the Debtor, Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036, Attn Kenneth S. Ziman, Esq. and J. Eric Ivester, Esq. and One Rodney Square, P.O. Box 636, Wilmington, Delaware , Attn Anthony W. Clark, Esq. and 155 N. Wacker Drive, Chicago, Illinois , Attn James J. Mazza, Jr.; (iii) counsel to the agent under the debtor in possession financing, Davis, Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attn Damian S. Schaible, Esq. and Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware 19801, Attn Mark D. Collins, Esq.; (iv) counsel to the agent for the Debtor s prepetition secured lenders, Greenberg Traurig, LLP, 3333 Piedmont Road NE, Suite 2500, Atlanta, Georgia 30305, Attn David B. Kurzweil, Esq. and 1007 N. Orange St., Suite 1200, Wilmington, Delaware 19801, Attn Dennis A. Meloro, Esq.; (v) the indenture trustee for the Debtor s secured bond issuances, Wells Fargo Bank, N.A., 150 East 42 nd Street, 40 th Floor, New York, New York 10017, Attn James R. Lewis and Foley & Lardner LLP, 321 North Clark Street, Suite 2800, Chicago, Illinois 60654, Attn Mark F. Hebbeln, Esq.; (vi) the indenture trustee for the Debtor s unsecured bond issuances, U.S. Bank National Association, Global Corporate Trust Services, 60 Livingston Ave., EP-MN-WS1D, St. Paul, Minnesota 55107, Attn Cindy Woodward and Arent Fox LLP, 1675 Broadway, New York, New York 10019, Attn Andrew Silfen, Esq.; (vii) counsel to the unofficial committee of senior secured noteholders, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019, Attn Alice Belisle Eaton, Esq. and Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 King Street, Wilmington, Delaware 19801, Attn Pauline K. Morgan, Esq.; (viii) the Office of the United States Trustee for the District of Delaware, Office of the United States Trustee, Room 2207, Lockbox 35, 844 North King Street, Wilmington, Delaware 19801, Attn Mark S. Kenney, Esq.; and (ix) counsel to the official committee of unsecured creditors, Lowenstein Sandler LLP, 65 Livingston Avenue, Roseland, New Jersey 07068, Attn Kenneth A. Rosen, Esq. and Sharon L. Levine, Esq. and 1251 Avenue of the Americas, New York, New York 10020, Attn 2

14 Case KJC Doc Filed 08/27/13 Page 3 of 3 Gerald C. Bender, Esq. and Morris, Nichols, Arsht & Tunnell LLP, 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801, Attn Robert J. Dehney, Esq. Only objections made in writing and timely filed and received will be considered by the Bankruptcy Court at the Hearing. PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED AND RECEIVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, THE RELIEF REQUESTED IN THE MOTION MAY BE GRANTED WITHOUT FURTHER NOTICE OR HEARING. Dated Wilmington, Delaware August 27, 2013 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP /s/ Kristhy M. Peguero Anthony W. Clark (I.D. No. 2051) Kristhy M. Peguero (I.D. No. 4903) One Rodney Square P.O. Box 636 Wilmington, Delaware Telephone (302) Fax (302) and Kenneth S. Ziman J. Eric Ivester Four Times Square New York, New York Telephone (212) Fax (212) and James J Mazza, Jr. 155 N. Wacker Dr. Chicago, Illinois Telephone (312) Fax (312) Counsel for Debtor and Debtor in Possession WILSR01A - MSW 3

15 Case KJC Doc Filed 08/27/13 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re EXIDE TECHNOLOGIES, Debtor x x Chapter 11 Case No (KJC) Related Docket No. ORDER GRANTING DEBTOR S MOTION FOR ORDER PURSUANT TO BANKRUPTCY CODE SECTION 364 AUTHORIZING DEBTOR TO ENTER INTO INSURANCE PREMIUM FINANCING AGREEMENT WITH AFCO CREDIT CORPORATION Upon consideration of the motion (the Motion ) 2 of the Debtor for an order, pursuant to Bankruptcy Code sections 363 and 364(c)(2), Bankruptcy Rule 4001, and Local Bankruptcy Rule , confirming the authority of the Debtor to enter into a new insurance premium financing agreement (the PFA ) with AFCO Credit Corporation ( AFCO ), and granting related relief as more fully set forth in the Motion and as further described herein; and upon the First Day Declaration; and upon the Insurance Motion and Insurance Order; and due and sufficient notice of the Motion having been given under the particular circumstances; and it appearing that no other or further notice need be provided; and it appearing that the relief requested by the Motion is in the best interests of the Debtor, its estate, its creditors, its stakeholders, and other parties in interest; and after due deliberation thereon, and sufficient cause appearing therefor, it is hereby 1 2 The last four digits of the Debtor s taxpayer identification number are The Debtor s corporate headquarters are located at Deerfield Parkway, Building 200, Milton, Georgia Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

16 Case KJC Doc Filed 08/27/13 Page 2 of 4 ORDERED, ADJUDGED, AND DECREED that 1. The Motion is GRANTED as set forth herein. 2. The Debtor is authorized, but not directed, to enter into the PFA, a copy of which is annexed hereto and made a part hereof, and to pay AFCO all sums due pursuant to the PFA. 3. Pursuant to section 364(c)(2) of the Bankruptcy Code, the Debtor is authorized to grant AFCO a first priority security interest in (a) any and all unearned premiums and dividends which may become payable under the Financed Insurance Policies for whatever reason and (b) loss payments which reduce the unearned premiums, subject to any mortgagee or loss payee interests. 4. The full rights of AFCO pursuant to the PFA and controlling state law hereby are fully preserved and protected and are and shall remain unimpaired by the pendency of the bankruptcy case or any subsequent conversion of this proceeding to a Chapter 7 or any subsequent appointment of a trustee. 5. In the event that the Debtor defaults upon any of the terms of the PFA, AFCO may exercise such rights as it may otherwise have under state law, but for the pendency of this proceeding and, without the necessity of further application to this Court, cancel all insurance policies listed on the PFA or any amendment thereto, and receive and apply all unearned insurance premiums to the account of the Debtor; provided that in the event that AFCO determines to exercise any rights provided hereunder to cancel any insurance policy, AFCO shall provide notice of its intent by mail to cancel such insurance policies no less than ten days prior to cancellation to (i) the Debtor, Exide Technologies, Deerfield Parkway, Building 200, Milton, Georgia 30004, Attn Phillip A. Damaska; (ii) counsel to the Debtor, Skadden, Arps, 2

17 Case KJC Doc Filed 08/27/13 Page 3 of 4 Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036, Attn Kenneth S. Ziman, Esq. and J. Eric Ivester, Esq. and One Rodney Square, P.O. Box 636, Wilmington, Delaware , Attn Anthony W. Clark, Esq. and 155 N. Wacker Drive, Chicago, Illinois , Attn James J. Mazza, Jr.; and (iii) counsel to the agent under the debtor in possession financing, Davis, Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attn Damian S. Schaible, Esq. and Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware 19801, Attn Mark D. Collins, Esq. In the event that, after such application of unearned premiums, any sums still remain due to AFCO pursuant to the PFA, such deficiency shall be deemed an administrative expense of the estate. 6. Nothing in this order shall modify, and the agent and the lenders under the debtor in possession financing reserve all rights they may have pursuant to, the terms of the Final Order (i) Authorizing Debtor (a) to Obtain Post-Petition Financing Pursuant to 11 U.S.C. 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) and (b) to Utilize Cash Collateral Pursuant to 11 U.S.C. 363 and (II) Granting Adequate Protection to Pre-petition Secured Parties Pursuant to 11 U.S.C. 361, 362, 363 and 364 (Docket No. 427) (the Final DIP Order ) or the DIP Documents, as defined in the Final DIP Order. 7. Notwithstanding Bankruptcy Rule 6004(h), this order shall be effective and enforceable immediately upon entry hereof. 8. The Debtor is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order. 3

18 Case KJC Doc Filed 08/27/13 Page 4 of 4 9. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation or interpretation of this order. Dated Wilmington, Delaware, 2013 The Honorable Kevin J. Carey UNITED STATES BANKRUPTCY JUDGE 4