Exhibit 10.1 SECOND AMENDMENT THIS SECOND AMENDMENT (this "Amendment") dated as of July 20, 2000, to the Credit Agreement referenced below, is by and among C&D Technologies, Inc., a Delaware corporation (the "Borrower"), the subsidiaries and affiliates of the Borrower identified as "Guarantors" on the signature pages hereto, the Lenders identified on the signature pages hereto, and BANK OF AMERICA, N.A., a national banking association formerly known as NationsBank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"). Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement. W I T N E S S E T H WHEREAS, a $220 million credit facility has been extended to the Borrower pursuant to the terms of that Credit Agreement dated as of March 1, 1999 (as amended and modified from time to time, the "Credit Agreement") among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent; WHEREAS, the Borrower has requested certain modifications to the Credit Agreement; WHEREAS, the requested modifications require the consent of the Required Lenders; and WHEREAS, the Required Lenders have agreed to the requested modifications on the terms and conditions set forth herein; NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The Credit Agreement is amended in the following respects: 1.1 In the definition of "Permitted Investments" in Section 1.1 of the Credit Agreement, clause (xiv) is renumbered as clause (xv) thereof and is amended to read as follows: (xv) other loans, advances and investments of a nature not contemplated in the foregoing subsections in an amount not to exceed $5,000,000 in the aggregate at any time outstanding. 1.2 In the definition of "Permitted Investments" in Section 1.1 of the Credit Agreement, the "and" immediately following clause (xiii) thereof is deleted and a new clause (xiv) is added thereto read as follows: (xiv) Investments by Foreign Subsidiaries in and to other Foreign Subsidiaries; and 2. This Amendment shall be effective upon its execution by the Credit Parties and the Required Lenders. 3. The Credit Parties hereby affirm that the representations and warranties set forth in the Credit Documents are true and correct as of the date hereof (except those which expressly relate to an earlier period). 4. Each of the Guarantors (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Credit Documents and (iii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors' obligations under the Credit Agreement or the other Credit Documents. 5. Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Credit Documents (including the schedules and exhibits thereto) shall remain in full force and effect. 6. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of Moore & Van Allen, PLLC. 7. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. 8. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with the laws of, the State of New York. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. BORROWER: C&D TECHNOLOGIES, INC., a Delaware corporation By:/s/ Stephen E. Markert, Jr. ---------------------------- Name: Stephen E. Markert, Jr. Title: Chief Financial Officer GUARANTORS: C&D/CHARTER HOLDINGS, INC., - ---------- a Delaware corporation PCC MEXICAN HOLDINGS, INC., a Delaware corporation By:/s/ Stephen E. Markert, Jr. --------------------------- Name: Stephen E. Markert, Jr. Title: Chief Financial Officer [Signature Pages Continue] LENDERS: BANK OF AMERICA, N.A., - ------- individually in its capacity as a Lender and in its capacity as Administrative Agent By:/s/ Patrick M. Moore ----------------------------- Name: Patrick M. Moore Title: Vice President MELLON BANK, N.A. By: /s/ Mark Torie ----------------------------- Name: Mark Torie Title: V.P. COMERICA BANK By: /s/ Robert P. Wilson ----------------------------- Name: Robert P. Wilson Title: A.V.P. BANK ONE, NA (f/k/a THE FIRST NATIONAL BANK OF CHICAGO) By: /s/ Andrea S. Kantor ----------------------------- Name: Andrea S. Kantor Title: Vice President FIRSTAR BANK MILWAUKEE N.A. By:/s/ Jason R. Hickey ----------------------------- Name: Jason R. Hickey Title: Vice President THE BANK OF NEW YORK By: /s/ Frank S. Bridges ----------------------------- Name: Frank S. Bridges Title: Vice President LASALLE NATIONAL BANK By:__________________________ Name: Title: [Signature Pages Continue] FIRST UNION NATIONAL BANK By:/s/ Linda M. Douglas ----------------------------- Name: Linda M. Douglas Title: VP PNC BANK, NATIONAL ASSOCIATION By:/s/ Frank A. Pugliese ----------------------------- Name: Frank A. Pugliese Title: Vice President THE CHASE MANHATTAN BANK By: /s/ Thomas F. Conroy, Jr. ----------------------------- Name: Thomas F. Conroy, Jr. Title: Vice President FLEET BANK, N.A. By: /s/ Daniel Prevosiak ----------------------------- Name: Daniel Prevosiak Title: Vice President