EXIDE CORP
AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>12
<FILENAME>dex1011.txt
<DESCRIPTION>AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.11

C L I F F O R D          SOCIETE D'EXERCICE LIBERAL D'ADVOCATS A FORME ANONYME
C H A N C E


                                                               EXECUTION VERSION

                               Dated 24 May, 2002

                CEAC, COMPAGNIE EUROPEENNE D'ACCUMULATEURS S.A.S.

                                  as Originator


                            EXIDE HOLDING EUROPE S.A.

                                 as Offer Agent


                            EXIDE EUROPE FUNDING LTD

                            as Receivables Purchaser


                          CITIBANK, N.A. London Branch

                               as Operating Agent

                   ___________________________________________


                    AMENDED RECEIVABLES SUBROGATION AGREEMENT

                   ___________________________________________

                                       -1-

<PAGE>

                                    CONTENTS
<TABLE>
<CAPTION>
CLAUSE                                                                             PAGE
<S>                                                                                <C>
1.      AMENDMENTS ...............................................................   5

2.      FACILITY .................................................................  29

3.      CONDITIONS PRECEDENT .....................................................  30

4.      SUBROGATION ..............................................................  34

5.      COLLECTIONS AND SETTLEMENT ...............................................  38

6.      FEES AND COSTS ...........................................................  40

7.      PAYMENTS AND COMPUTATIONS, ETC. ..........................................  41

8.      REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS AND EXIDE EUROPE .......  42

9.      AFFIRMATIVE COVENANTS OF each ORIGINATOR .................................  47

10.     NEGATIVE COVENANTS OF each ORIGINATOR and exide europe ...................  50

11.     REPORTING REQUIREMENTS OF THE ORIGINATORS ................................  51

12.     SERVICER, COLLECTIONS AND RECEIVABLES PURCHASER ACCOUNT ..................  53

13.     PROTECTION OF THE RECEIVABLES PURCHASER'S RIGHTS .........................  57

14.     RESPONSIBILITIES OF THE ORIGINATORS ......................................  58

15.     AGENCY AND INDEMNITIES ...................................................  60

16.     AMENDMENTS, ETC. .........................................................  63

17.     NOTICES ..................................................................  63

18.     NO WAIVER: REMEDIES ......................................................  63

19.     BINDING EFFECT: ASSIGNABILITY ............................................  64

20.     FURTHER ASSURANCE - RESTRUCTURING ........................................  65

21.     TERMINATION ..............................................................  66

22.     NO PROCEEDINGS ...........................................................  66

23.     SEVERABILITY .............................................................  66

24.     CONFIDENTIALITY ..........................................................  66

25.     GOVERNING LAW AND JURISDICTION ...........................................  67
</TABLE>

                                       -2-

<PAGE>

<TABLE>
<S>                                                                               <C>
SCHEDULE 1 Credit and Collection Policy .........................................  68

SCHEDULE 2 Form of Settlement Statement .........................................  69

SCHEDULE 3 Form of Summary Report ...............................................  70

SCHEDULE 4 ......................................................................  71

Part A CEAC Collection Account Bank Mandate .....................................  68

Part B Exide Collection Account Bank Mandate ....................................  69

Part C amendment letters in respect of Collection Account bank mandates .........  70

SCHEDULE 5 Initial Conditions Precedent .........................................  79

SCHEDULE 6 Form of Quittance Subrogative ........................................  81

SCHEDULE 7 Form of Contract .....................................................  84

SCHEDULE 8 Information to be provided to Exide Europe ...........................  85

SCHEDULE 9 Form of Admission of Additional Originator ...........................  88

SCHEDULE 10 List of Account Debtors Other Than Designated Account Debtors .......  91

SCHEDULE 11 Enigma licence agreement ............................................  92

SCHEDULE 12 Notification Letter .................................................  94

SCHEDULE 13 Form of Letter of Acceptance of the Stipulation pour Autrui .........  98

SCHEDULE 14 Directors' Certificate ..............................................  99

SCHEDULE 15 Power of Attorney in favour of Citibank ............................. 101

SCHEDULE 16 Special Dilution Reserve ............................................ 105
</TABLE>

                                       -3-

<PAGE>

THIS AMENDED RECEIVABLES SUBROGATION AGREEMENT, dated 24 May 2002, is made
among:

(1)   CEAC, COMPAGNIE EUROPEENNE D'ACCUMULATEURS S.A.S., a French societe
      anonyme with its registered office at 5-7, allee des Pierres Mayettes,
      92230 Gennevilliers, which has absorbed Batteries Hagen S.A. ("CEAC");

(2)   EXIDE HOLDING EUROPE S.A., a French Societe Anonyme, with its registered
      office at 5-7 Allee des Pierres Mayettes, 92636 Gennevilliers Cedex,
      France (the "Offer Agent" or "Exide Europe" as applicable);

(3)   EXIDE EUROPE FUNDING Ltd., a company with its registered office at 22
      Grenville Street, St. Helier, Jersey JEA 8PX, Channel Islands, (the
      "Receivables Purchaser"); and

(4)   CITIBANK N.A., a United States national banking association, acting
      through its London branch at 336 Strand, London WC2R 1HB (the "Operating
      Agent").

Preliminary Statements

(A)   On 6 June 1997, the parties hereto have entered into a receivables
      subrogation agreement (the "Original Receivables Subrogation Agreement")
      pursuant to which the parties thereto have agreed that CEAC was, from time
      to time, transferring by way of subrogation certain of its Receivables
      arising under certain Contracts and that the Purchaser, at its sole
      discretion, was purchasing such Receivables.

(B)   The parties hereto wish to amend the Original Receivables Subrogation
      Agreement with effect from the Effective Date.

(C)   Batteries Hagen S.A., which was party to the Original Receivables
      Subrogation Agreement has since been absorbed by CEAC.

(D)   CEAC has at present and expects to have in the future Receivables owed to
      it which arise in the course of its business.

(E)   CEAC desires from the Effective Date to transfer, on each Programme
      Business Day, by way of subrogation pursuant to article 1250-1(degrees) of
      the French Civil Code certain of its Receivables, and the Receivables
      Purchaser desires to acquire, on each Programme Business Day, such
      Receivables from CEAC on or after the Effective Date.

(F)   CEAC and the Receivables Purchaser have agreed, upon the terms and subject
      to the conditions of this Agreement, that from the Effective Date the
      Offer Agent will on each Programme Business Date for and on behalf of CEAC
      offer to transfer by way of subrogation Receivables arising, from time to
      time, from Contracts and, in the event that the Receivables Purchaser
      determines to accept such offers, it will do so in the manner prescribed
      herein.

                                       -4-

<PAGE>

(G)   CEAC and the Receivables Purchaser have capital links that confers on
      Exide Holding Europe common control over them, within the meaning of
      article L. 511-7-3(degrees) of the Monetary and Financial Code (formerly
      12-3(degrees) of the French Banking Act n(degrees) 84-46 dated 24 January
      1984 as amended and supplemented).

(H)   Upon the terms and subject to the conditions of this Agreement, the
      Receivables Purchaser and CEAC have agreed from the Effective Date that
      CEAC will transfer the Receivables by way of subrogation to the
      Receivables Purchaser and CEAC acknowledges that the Receivables Purchaser
      will on-transfer such Receivables by way of an unperfected transfer to
      Batteries Funding Ltd ("Batteries Funding").

(I)   The Operating Agent has been requested and is willing to act as operating
      agent as set out in this Agreement and, in particular, in Clause 15(A)
      subject to the ability of the Operating Agent to delegate its obligations
      pursuant to the terms of this Agreement and, in particular, Clause 4(G).

(J)   CEAC as promettant, the Receivables Purchaser as stipulant and Batteries
      Funding as beneficiaire have agreed, upon the terms and subject to the
      conditions hereof, that the Receivables Purchaser is willing to stipulate
      and CEAC is willing to promise, for the benefit of the beneficiaire in
      accordance with articles 1121 and 1122 of the French Civil Code in respect
      of the same representations, warranties, covenants and obligations as
      granted by CEAC herein.

NOW, THEREFORE, the parties agree as follows:

1.    AMENDMENTS

      Agreement:

      (1)   Amendment: With effect from and including the Effective Date, the
            Parties hereto agree with each other that the Original Receivables
            Subrogation Agreement shall be amended in the form set out herein.

      (2)   Continuity and Further Assurance:

            (a)  Continuing Obligations: The provisions of the Original
                 Receivables Subrogation Agreement shall, save as amended
                 hereby, continue in full force and effect and all obligations,
                 which have arisen prior to the Effective Date will be performed
                 after the Effective Date in accordance with the terms of this
                 Agreement as amended hereunder.

            (b)  Novation: In no event shall the present Agreement be construed
                 as a novation of the Original Receivables Subrogation
                 Agreement.

            (c)  Further Assurance: Each of the parties hereto shall, at the
                 costs of the Originator, do all such acts and things necessary
                 or desirable to give effect to the amendments effected or to be
                 effected pursuant to this Agreement.

                                       -5-

<PAGE>

      (3)  Governing law: Insofar as it amends the Original Receivables
           Subrogation Agreement, this Agreement shall be construed in
           accordance with French law.

      (4)  Consent to Jurisdiction: Insofar as it amends the Original
           Receivables Subrogation Agreement, the Parties hereto irrevocably
           agree that the Tribunal de Commerce de Paris shall have the exclusive
           jurisdiction to hear and determine any suit, action or proceeding,
           and to settle any disputes, which may arise out of or in connection
           with this Agreement and, for such purposes, irrevocably submits to
           the jurisdiction of such court.

1.bis DEFINITIONS AND CONSTRUCTION

      In this Agreement (including the Preliminary Statements):

(A)   Accounting Terms: All accounting terms not specifically defined in this
      Agreement shall be construed in accordance with generally accepted
      accounting principles as in effect on the date hereof in France.

(B)   Defined Terms: The following terms shall have the meanings indicated:

      "Accord de Gage-Especes" means the accord de gage-especes entered into on
      the date hereof, as amended from time to time, between CEAC, the
      beneficiary named therein and the Operating Agent.

      "Account Debtor" means a Person obliged to make payment(s) pursuant to a
      Contract.

      "Accounts Receivable Listing" means a list, by invoice number, of all
      Receivables in respect of the Contracts entered into with Designated
      Account Debtors which are shown on each Originator's general ledger as
      outstanding as at (but excluding) each relevant Reference Date including
      the information specified in Clause 4(D) together with such other
      information concerning each Receivable that are mentioned in the Annex to
      the Quittance Subrogative found in Schedule 6, and in such format, as the
      Operating Agent may specify.

      "Accounts Receivable Trial Balance" means each Originator's accounts
      receivable trial balance computer printout, containing a list of
      Designated Account Debtors together with the aged Outstanding Balance of
      the Receivables to be subrogated on any Settlement Date or Subrogation
      Date (as applicable).

      "Accruals" means, as of any time, the aggregate amount by which the face
      value of Eligible Receivables which are Subrogated Receivables have been
      reduced by virtue of any prompt payment discounts, accruals for volume
      rebates, warranty claims by the applicable Designated Account Debtor(s)
      and other credit notes (including without limitation, credit notes issued
      to Account Debtors as a result of disputes, claims and invoicing errors by
      the Originators).

      "Additional Designated Account Debtor" means an Account Debtor designated
      by an Originator as a Designated Account Debtor pursuant to Clause
      4(A)(2).

                                       -6-

<PAGE>

      "Additional Originator" means any member of the Exide European Group which
      becomes party to this Agreement in accordance with Clause 19(D).

      "Admission of Additional Originator" means an agreement substantially in
      the form set out in Schedule 9.

      "Adverse Claim" means any claim of ownership, lien, privilege, saisie,
      revendication, hypotheque, security interest, mortgage, charge, or
      encumbrance or other right or claim of any Person.

      "Affiliate" means, when used with respect to a Person, a Subsidiary of
      that Person or a Holding Company of that Person or any other Subsidiary of
      that Holding Company.

      "Approved Currency" means, on the date hereof, Euro and, thereafter, with
      the prior written consent of the Operating Agent and in addition to Euro,
      Dollars.

      "Approved Jurisdiction" means each (i) jurisdiction in the European Union,
      or (ii) any other jurisdiction in respect of which an Originator has
      obtained as security from the applicable Designated Account Debtor a clear
      and unconditional demand letter of credit (governed by the Uniform Customs
      and Practice for Documentary Credits) from a bank whose short-term debt is
      rated at least A-1 and P-1 by the Rating Agencies, the term of which is in
      form and substance satisfactory to the Operating Agent (acting reasonably)
      and the conditions of which are in form and substance satisfactory to the
      Operating Agent (acting reasonably), and which letter of credit has been
      fully assigned to the Operating Agent on behalf of the Buyer (which
      assignment shall include full notice to the applicable bank issuing the
      letter of credit), requiring payment to be made directly to the Operating
      Agent.

      "Batteries Funding" means Batteries Funding Limited a company incorporated
      under the laws of the Republic of Ireland.

      "Capital" equals, on any Settlement Date, the aggregate of the Dollar
      Equivalent of the Subrogation Price paid to the Originators (including, on
      such Settlement Date, if any) less the aggregate amount of Collections
      which have been paid to Batteries Funding on such Settlement Date.

      "CEAC Collection Account" means the Compte de Recouvrement d'Affectation
      Speciale dedicated collections account, opened in the name of CEAC in the
      books of BNP Paribas, with the designated numbers:

      Code Banque:            30004
      Code Guichet:           02146
      Numero de Compte: 00010261143
      Cle RIB:                   74

      "CEAC Collection Account Bank Mandate" means an agreement substantially in
      the form set out in Schedule 4 Part A.

                                       -7-

<PAGE>

      "CEAC Non-Transaction Account" means the account opened in the name of
      CEAC established with the Collection Account Bank with the designated
      numbers:

      Code banque:             30004
      Code guichet:            02146
      Numero de compte: 000100003511
      Cle RIB:                    74

      or such other account at such branch of such bank as CEAC may from time to
      time specify by written notice to the Collection Account Bank with a copy
      to the Operating Agent.

      "CEAC Payment Account" means the account opened in the name of CEAC
      established with the Collection Account Bank with the designated numbers:

      Code Banque :           30004
      Code Guichet :          02146
      Numero de compte: 00010462709
      Cle RIB :                  74

      "Citibank" means Citibank, N.A., a national banking association under the
      laws of the United States of America.

      "Collateral Provider" means any collateral provider under the Accord de
      Gage-Especes and the Commitment Letter.

      "Collection Accounts" means the CEAC Collection Account and the Exide
      Collection Account or such other account or accounts with the Collection
      Account Bank as may, with the prior written consent of the Operating
      Agent, be utilised for the purposes of this Agreement and designated as a
      Collection Account.

      "Collection Account Bank" means BNP Paribas acting through its branch at
      Agence Levallois Front de Seine, 41 rue Baudin - BP9 92301
      Levallois-Perret or such other branch or bank at which the Collection
      Accounts are, with the prior written consent of the Operating Agent,
      maintained from time to time.

      "Collection Account Bank Mandates" means the resolutions, instructions and
      signature authorities given by the Sub-Servicer to the Collection Account
      Bank in forms satisfactory to the Operating Agent, as they may be amended
      from time to time with the prior written consent of the Operating Agent,
      substantially in the form set out in Schedule 4 or in such other form as
      specified pursuant to Clause 8B(19).

      "Collections" means, with respect to any Subrogated Receivable, all cash
      collections received and other cash proceeds of that Subrogated Receivable
      excluding any cash proceeds arising under any transaction as referred to
      in Clause 19(C) and any Related Security with respect to that Subrogated
      Receivable.

                                       -8-

<PAGE>

      "Commitment Letter" means the commitment letter entered into on the date
      hereof, as amended from time to time, between CEAC, the Beneficiary named
      therein and the Operating Agent.

      "Concentration Amount" means as of any date, with respect to each
      Designated Account Debtor, the product of (a) the Concentration Limit
      applicable to such Designated Account Debtor and (b) the Dollar Equivalent
      of the Programme Eligible Receivables.

      "Concentration Limit" means, in relation to the aggregate Receivables for
      each Designated Account Debtor: (a) for any single Designated Account
      Debtor rated at least A-l or P-l or its equivalent by the Rating Agencies,
      17%; (b) for any single Designated Account Debtor rated A-2 or P-2 or its
      equivalent by the Rating Agencies, 8.5%; (c) for any single Designated
      Account Debtor rated A-3 or P-3 or its equivalent by the Rating Agencies,
      5.66%; (d) for any single Designated Account Debtor rated below A-3 or P-3
      or not rated on its short term debt, 3.4% (to the extent a Designated
      Account Debtor does not have a short term rating but has an actual or
      implied senior long-term debt rating, the applicable percentage will be
      determined based on equivalent senior long-term debt ratings (as
      determined by the Operating Agent) for the short term ratings specified
      above).

      "Contract" means a written agreement (and, for the avoidance of doubt,
      includes any oral agreement evidenced by an invoice containing or
      referring to the standard terms of business of the relevant Originator)
      governed by French law between an Originator and an Account Debtor
      substantially in the form set out in Schedule 7 pursuant to which the
      Account Debtor is obliged to pay for goods or services sold or provided by
      such Originator (including any value added tax in respect thereof) from
      time to time.

      "Country" means France.

      "Credit and Collection Policy" means each Originator's policies, practices
      and procedures relating to Contracts and Receivables in form and content
      satisfactory to the Operating Agent in accordance with paragraph (l) of
      Schedule 5, as modified from time to time with the consent of the
      Operating Agent.

      "Currency Exchange Agreement" means the spot currency agreement and the
      forward currency agreement to be entered into on or prior to the Effective
      Date by Batteries Funding and a counterparty rated at least A-1 and P-1 or
      its equivalent by the Rating Agencies (a "Swap Counterparty") to exchange,
      respectively, the amount in Dollars received by Batteries Funding under
      the Facilities Agreement into the currencies of the denomination of the
      Receivables acquired by Batteries Funding under all Origination Agreements
      to which it is a party and the currencies of the amount of Collections
      payable to Batteries Funding under all Origination Agreements to which it
      is a party into Dollars.

                                       -9-

<PAGE>

        "Currency Exchange Costs" means the costs payable by Batteries Funding
        to the counterparty under the Currency Exchange Agreement (expressed as
        a percentage of Capital).

        "Daily Accounts Receivable Listing" means a list, by invoice number, of
        all of the Receivables against Designated Account Debtors which are
        shown on each Originator's general ledger as outstanding as at the Local
        Business Day immediately preceding each Subrogation Date including the
        information specified in Clause 4(D) together with such other
        information concerning each Receivable that are mentioned in the Annex
        to the Quittance Subrogative found in Schedule 6, and in such format, as
        the Operating Agent may specify.

        "Debt" means any indebtedness, present or future, actual or contingent
        in respect of moneys borrowed or raised or any financial accommodation
        whatever and, without limitation, shall include:

        (1)  indebtedness under or in respect of a negotiable or other
             financial instrument, Guarantee, interest, gold or currency
             exchange, hedge or arrangement of any kind, redeemable share,
             share the subject of a Guarantee, discounting arrangement, finance
             lease or hire purchase agreement;

        (2)  the deferred purchase price (for more than 90 days) of an asset or
             service; and

        (3)  any obligation to deliver goods or other property or provide
             services paid for in advance by a financier or in relation to
             another financing transaction.

        "Deed of Payment Allocation and Cross-Indemnity" has the meaning given
        to that term in Clause 10(F) of this Agreement.

        "Deemed Settlement Date" means a date which would have been a Settlement
        Date were it not to fall during a Specified Bank Holiday Period.

        "Default Ratio" as of any date, is equal to the ratio (expressed as a
        percentage) for the most recent month for which such ratio is available
        of (i) aggregate Eligible Receivables which are Subrogated Receivables
        that were 91-120 days past due at the end of each such month plus
        Eligible Receivables which are Subrogated Receivables that were charged
        off (or without duplication, which should have been charged off) as
        uncollectible during each such month which, if they had not been charged
        off (or, without duplication, which should have been charged off) would
        have been less than 90 days past due during such month to (ii) aggregate
        sales giving rise to Receivables that were generated during the calendar
        month immediately preceding the commencement of the Loss Horizon
        preceding such date.

        "Defaulted Receivable" means an Eligible Receivable which is a
        Subrogated Receivable and:

        (1)  which, after the original due date, remains unpaid in whole or in
             part for more than 90 days; or

                                       -10-

<PAGE>

        (2) in respect of which the Designated Account Debtor has taken any
            action, or suffered any event to occur, of the type described
            in Clause 11D(2); or

        (3) which has been, or should be, written off or provided for in the
            relevant Originator's books as uncollectible in accordance with its
            Credit and Collection Policy.

        "Designated Account Debtor" means, at any time, all Account Debtors
        (other than those designated in Schedule 10) unless the Operating Agent
        has advised the Offer Agent (on behalf of the Originators) that an
        Account Debtor shall not be considered a Designated Account Debtor.

        "Determination Date" means initially, the Effective Date and thereafter,
        each following Monday (or such other day as may be agreed from time to
        time between the Offer Agent (on behalf of the Originators) and the
        Operating Agent), provided however if such day is not a Programme
        Business Day, the applicable Determination Date shall be the next
        succeeding Programme Business Day).

        "Diluted Receivable" means that portion of any Eligible Receivable which
        is a Subrogated Receivable which is either (a) reduced or cancelled as a
        result of (i) any defective or rejected goods or services, or any
        failure by any Originator to deliver any goods or services or otherwise
        to perform under the underlying Contract or invoice, or (ii) any change
        in the terms of or cancellation of any Contract or invoice or any other
        adjustment by any Originator which reduces the amount payable by the
        Designated Account Debtor on the related Subrogated Receivable or (iii)
        any set-off in respect of any claim by the Designated Account Debtor on
        the related Eligible Receivable which is a Subrogated Receivable or (b)
        subject to any specific dispute, offset, counterclaim or defence
        whatsoever (except the discharge in bankruptcy of the Designated Account
        Debtor thereof).

        "Dilution Horizon" means, at any time, the estimated weighted average
        period in days between the issuance of invoices and the related credit
        note, if any, by the Programme Sellers, as such period is calculated by
        the Operating Agent from time to time.

        "Dilution Horizon Ratio" equals the higher of (a) the Dollar Equivalent
        of total sales giving rise to Programme Receivables for the Programme
        Sellers for the past Dilution Horizon divided by the Dollar Equivalent
        of the Outstanding Balance of Eligible Receivables (whether or not they
        are Paid Receivables) (as such term is used in each applicable
        Origination Agreement) aggregated among all Origination Agreements as of
        the end of the most recent month and (b) 0.5.

        "Dilution Ratio" as of any date, is equal to the ratio (expressed as a
        percentage) for the most recently ended month of (i) the aggregate
        amount of Receivables that become Diluted Receivables during each such
        month to (ii) the aggregate sales giving rise to Receivables that were
        originated during the preceding month.

                                      -11-

<PAGE>

        "Dilution Reserve" means as of any Settlement Date:

        (PER minus DefR) x max [DYN, FLOOR]

        where:

        DYN      =   [(SF2 x ED) + DVF] x DHR

        FLOOR    =   ED x DHR

        Provided that the Dilution Reserve shall never be less than the amount
        such that, when aggregated to the floor applicable to the Loss Reserve,
        is equal to the Euro Equivalent of Dollars 15,000,000

        where:

        PER      =   The aggregate amount of the Programme Eligible Receivables

        DefR     =   The aggregate amount of Programme Eligible Receivables that
                     are Defaulted Receivable (as defined in and aggregated
                     among all Origination Agreements)

        SF2      =   Stress Factor 2 = 2.25

        ED       =   The average Programme Dilution Ratio during the preceding
                     12 months

        DVF      =   Dilution Volatility Factor

        DHR      =   Dilution Horizon Ratio

        "Dilution Volatility Factor" means as of any date, a percentage equal to
        the product of (i) the amount by which (A) the highest two month average
        Programme Dilution Ratio during the most recently ended twelve month
        period exceeds (B) the average of the Programme Dilution Ratios during
        such twelve month period and (ii) (A) the highest two month average
        Programme Dilution Ratio during such twelve month period divided by (B)
        the average of the Programme Dilution Ratios during such twelve month
        period.

        "Directors' Certificate" means a certificate in the form appended in
        Schedule 14.

        "Dollar Equivalent" of any sum in any currency at any time means the
        amount of Dollars that would be purchased under the Currency Exchange
        Agreement at the Spot Rate determined for such sum as at the most recent
        Settlement Date.

        "Dollars" and the sign "$" each mean the lawful currency of the United
        States of America.

        "Early Amortisation Event" means the first of the following events to
        occur:

                                       -12-

<PAGE>

        (1)     any Originator or Exide Europe defaults in the payment on the
                due date of any payment due and payable by it (including the
                repayment of the Withdrawals in accordance with Clause 12(C))
                under or relating to the Relevant Documents to which it is a
                party and such default continues unremedied for a period of five
                (5) Local Business Days after the earlier of such Originator or
                Exide Europe becoming aware of such default and the receipt by
                such Originator or Exide Europe of written notice by the
                Operating Agent requiring the same to be remedied;

        (2)     subject to Clause 12(D), any Originator, Exide Europe or the
                Offer Agent (if an Affiliate of Exide Technologies other than
                Exide Europe) defaults in the performance or observance of any
                of its other covenants and obligations, or breaches any
                representation or warranty under the Relevant Documents to which
                it is a party, which in the reasonable opinion of the Operating
                Agent is materially prejudicial to the interests of the
                Receivables Purchaser and/or the Lenders and/or the Operating
                Agent, and such default is not remedied to the satisfaction of
                the Operating Agent within five (5) Local Business Days of the
                earlier of such Originator, Exide Europe or the Offer Agent (if
                an Affiliate of Exide Technologies other than Exide Europe)
                becoming aware of such default and receipt by such Originator,
                Exide Europe or the Offer Agent (if an Affiliate of Exide
                Technologies other than Exide Europe) of written notice by the
                Operating Agent requiring the same to be remedied for the
                avoidance of doubt, for the purposes of this paragraph (2) if
                such Originator satisfies its obligations pursuant to Clause
                5(D) within such five (5) Local Business Day period, such
                default or breach shall not be considered to be an Early
                Amortisation Event;

        (3)     an effective resolution is passed for the winding up of any
                Originator, Exide Europe or the Offer Agent (if an Affiliate of
                Exide Technologies other than Exide Europe);

        (4)     any Originator, Exide Europe or the Offer Agent (if an Affiliate
                of Exide Technologies other than Exide Europe) ceases or
                threatens to cease to carry on its business or ceases to carry
                on the whole or a substantial part of its business, or stops
                payment or threatens to stop payment of its debts, or such
                Originator becomes unable to pay its debts, or is deemed unable
                to pay its debts within the meaning of the Commercial Code
                (formerly Law n(degrees) 85-98 of 25 January 1985) as that Code
                may be amended or varied or, with respect to the Offer Agent (if
                an Affiliate of Exide Technologies other than Exide Europe),
                within the meaning of equivalent provisions under applicable
                laws, or becomes unable to pay its debts as they fall due, or
                the value of its assets falls to less than the amount of its
                liabilities (taking into account for both these purposes its
                contingent and prospective liabilities) or otherwise becomes
                insolvent;

                                       -13-

<PAGE>

        (5)     Exide Europe ceases at any time to own, directly or indirectly,
                a minimum of 80% of each class of the outstanding capital stock
                of any Originator;

        (6)     any Debt of a member of the Exide Europe Group in excess (in the
                aggregate) of the Equivalent of $5,000,000 becoming prematurely
                due and payable or is placed on demand as a result of an event
                of default (howsoever described) under the document relating to
                that Debt;

        (7)     any transfer of Eligible Receivables by way of subrogation
                pursuant to this Agreement ceases to create an effective and
                valid transfer to the Receivables Purchaser of any and all of
                any Originator's rights, claims, actions and Security Interests
                under any of its Receivables;

        (8)     proceedings are initiated against any Originator, Exide Europe
                or the Offer Agent (if an Affiliate of Exide Technologies other
                than Exide Europe) in respect of its liquidation, winding-up,
                administration, insolvency, composition, reorganisation,
                concordat, reglement amiable, redressement ou liquidation
                judiciaire (other than a reorganisation the terms of which have
                been approved by the Operating Agent and where such Originator,
                Exide Europe or the Offer Agent (if an Affiliate of Exide
                Technologies other than Exide Europe) is solvent) under any
                applicable liquidation, administration, insolvency, composition,
                reorganisation or other similar laws save where such proceedings
                are being contested in good faith by such Originator, Exide
                Europe or (if an Affiliate of Exide Technologies other than
                Exide Europe) the Offer Agent or an administrative or other
                receiver, administrateur judiciaire ou conciliateur, servicer or
                other similar official is appointed in relation to such
                Originator, Exide Europe (if an Affiliate of Exide Technologies
                other than Exide Europe) the Offer Agent or in relation to the
                whole or any substantial part of the undertaking or assets of
                such Originator, Exide Europe or (if an Affiliate of Exide
                Technologies other than Exide Europe) the Offer Agent or an
                encumbrancer shall take possession of the whole or any
                substantial part of the undertaking or assets of such
                Originator, Exide Europe or (if an Affiliate of Exide
                Technologies other than Exide Europe) the Offer Agent, or a
                distress or execution or other process shall be levied or
                enforced upon or sued out against the whole or any substantial
                part of the undertaking or assets of such Originator, Exide
                Europe or (if an Affiliate of Exide Technologies other than
                Exide Europe) the Offer Agent and in any of the foregoing cases
                it shall not be discharged within fifteen (15) days;

        (9)     if any Originator, Exide Europe or (if an Affiliate of Exide
                Technologies other than Exide Europe) the Offer Agent shall
                initiate or consent to judicial proceedings relating to itself
                under any applicable liquidation, administration, insolvency,
                composition, reorganisation or other similar laws or shall make
                a conveyance or assignment for the benefit of its creditors
                generally;

        (10)    for any three month period, the average Default Ratio exceeds
                6%;

                                       -14-

<PAGE>

        (11)    for any three month period, the average Dilution Ratio exceeds
                15%;

        (12)    for any three month period, the Loss to Liquidation Ratio
                exceeds 0.5%;

        (13)    for any three month period, the average Programme Default Ratio
                exceeds 6%;

        (14)    for any three month period, the average Programme Dilution Ratio
                exceeds 12%;

        (15)    for any three month period, the average Programme Loss to
                Liquidation Ratio exceeds 0.5%;

        (16)    a Programme Amortisation Event (as such term is defined in any
                other Origination Agreement) occurs;

        (17)    any amount owing under the US DIP Facility Agreement becomes
                immediately due and payable as a result of the occurrence of an
                Event of Default (as that term is defined in the US DIP Facility
                Agreement) thereunder;

        (18)    an Event of Default (as that term is defined under the
                Facilities Agreement) occurs;

        (19)    if as of any Subrogation Date the Receivables Purchaser was
                entitled to draw down an amount under the Limited Recourse Loan
                Agreement and, having made the appropriate request to the
                Limited Recourse Loan Provider, the Limited Recourse Loan
                Provider fails to advance such amount free and clear of any
                Adverse Claims; or

        (20)    the occurrence of an early amortisation event under the Onward
                Receivables Sale Agreement.

        "Effective Date" means the date upon which the initial conditions
        precedent set forth in Schedule 5 have been satisfied and which has been
        designated as such by the Operating Agent, which day shall be a Thursday
        (or such other day as may be agreed by the Offer Agent (on behalf of the
        Originators) and the Operating Agent) which is a Programme Business Day.

        "Eligible Receivable" means a Receivable:

        (1)     the Account Debtor of which is a corporate body or corporate
                entity which is (according to the address specified in the
                related invoice) resident of France (excluding the Dom-Tom) or
                in an Approved Jurisdiction;

        (2)     the Account Debtor of which is a Designated Account Debtor and
                is not an Affiliate of any party to this Agreement;

        (3)     the Account Debtor of which is, at the time of the creation and
                at the time of subrogation of the Receivables to the Receivables
                Purchaser, not insolvent;

                                       -15-

<PAGE>

     (4)  the Account Debtor of which is not an individual and does not have the
          benefit of consumer credit legislation;

     (5)  the Account Debtor of which is not a member of the Exide Group;

     (6)  the Account Debtor of which is not Cora, EDF-GDF, a country, a
          government, state, public entity, governmental entity, public body or
          the army;

     (7)  for which, the Account Debtor of which, has not been excluded by the
          Operating Agent by giving notice of such exclusion to each Originator;

     (8)  the Account Debtor of which is not the Account Debtor of any Defaulted
          Receivables the aggregate Outstanding Balance of which equals or
          exceeds 10% of the aggregate Outstanding Balance of all Receivables of
          such Designated Account Debtor;

     (9)  in respect of the Account Debtor of which no delivery or shipment has
          been cancelled or suspended for credit reasons and no credit line or
          accommodation has been cancelled or suspended for credit reasons, in
          either case at any time in the 2 years preceding the date that the
          invoice relating thereto is dispatched;

     (10) which is not a Defaulted Receivable at the relevant Subrogation Date;

     (11) which, according to the Contract related thereto, is required to be
          paid in full on a date which falls (A) not earlier than the
          Subrogation Date and (B) within 180 days after the earlier of the
          original billing date and the date that the invoice relating thereto
          is dispatched;

     (12) which has not been, in part or in whole, charged, pledged, assigned
          (whether outright or by way of security, for example, under the loi
          Dailly), discounted, subrogated, seized, attached, novated,
          transferred, disposed of or dealt with in any way and are free and
          clear of any liens, mortgages, hypotheque, nantissement, gage, cession
          de creance a titre de garantie or other encumbrances exercisable
          against the relevant Designated Account Debtors by any party; and if
          represented by any bills of exchange (traites, billets a ordre) or
          effets de commerce which has not been discounted (escompte);

     (13) the Dollar Equivalent of the Outstanding Balance of which, when added
          to the Dollar Equivalent of the Outstanding Balance as that term is
          defined under each Origination Agreement of all Paid Receivables (as
          such term is used in each applicable Origination Agreements) owing by
          the same Designated Account Debtor or any of its Affiliates under all
          Origination Agreements, does not exceed the Concentration Amount;

     (14) which is denominated and payable only in Approved Currency;

     (15) which (A) arises under a form of Contract set out in Schedule 7 (or
          which otherwise has been duly authorised by the Operating Agent),
          which is stated to

                                      -16-

<PAGE>

          be, and is, governed by French law and which, together with such
          Receivable, is in full force and effect and constitutes the legal,
          valid, binding and enforceable obligation of the Account Debtor, (B)
          is freely transferable (in particular, pursuant to Article
          1250-1(degrees) of the Civil Code) (or if not assignable without the
          consent of the Designated Account Debtor, such consent has been
          obtained to the satisfaction of the Operating Agent prior to the
          delivery of the relevant Quittance Subrogative) and (C) is not subject
          to any Adverse Claim or dispute, set off, counterclaim or defence
          whatsoever;

     (16) which, together with the Contract related thereto, does not contravene
          in any material respect any applicable laws, rules or regulations and
          with respect to which each Originator is not in violation of any such
          law, rule or regulation in any material respect;

     (17) which (A) satisfies all applicable requirements of the Credit and
          Collection Policy and (B) complies with such other criteria and
          requirements (other than those relating to the collectability of such
          Receivable) as the Operating Agent may from time to time specify to
          each Originator and which are based on a criterion or requirement of
          any one or more of the Rating Agencies;

     (18) which is not subject to withholding taxes on payments from the Account
          Debtors in respect thereof;

     (19) which represents all or part of the sales price in respect of the
          supply of goods or services in the Approved Jurisdiction in question;

     (20) the Account Debtor of which is not a government agency or local
          authority so that the underlying contract giving rise to such
          Receivable is not subject to the Code des Marches Publics or
          administrative law unless, the Account Debtor of which is considered a
          separate corporate entity governed by private law that is owned,
          directly or indirectly by a government agency or local authority;

     (21) which has not been prepaid in whole or in part;

     (22) for which all goods and services to which it relates have been
          delivered and performed, and all requirements of such Contract
          concerning the nature, amount, quality, condition or delivery of the
          goods or services, or upon which payment of such Receivable may be
          dependent, have been fulfilled in all material respects; and

     (23) the Account Debtor of which has in respect of Subrogated Receivables
          (other than Defaulted Receivables) falling due for payment on or after
          31 August 2002, paid in full the most recent Subrogated Receivable
          owing by it directly to the credit of the Exide Collection Account.

     "Enigma" means the proprietary computer software furnished by Citibank
     pursuant to the Enigma Licence Agreement, as such computer software may be
     modified, updated or replaced by Citibank from time to time.

                                      -17-

<PAGE>

     "Enigma Licence Agreement" means an agreement in the form of Schedule 11
     hereto, duly executed by the Offer Agent.

     "Euro" means the legal currency unit of France.

     "Euro Equivalent" of any sum and at any time means the amount of Euro that
     would be purchased under the Currency Exchange Agreement at the Spot Rate
     for such sum at such time.

     "Exide Collection Account" means the Compte de Recouvrement d'Affectation
     Speciale dedicated collection account, opened in the name of the
     Receivables Purchaser in the books of BNP Paribas, with designated numbers:

     Code Banque:             30004
     Code Guichet:            02146
     Numero de Compte:  00010260949
     Cle RIB:                    74

     "Exide Collection Account Bank Mandate" means an agreement substantially in
     the term set out in Schedule 4 Part B.

     "Exide Europe" means Exide Holding Europe S.A., a French societe anonyme.

     "Exide Europe Group" means Exide Europe and all of its subsidiaries.

     "Exide Group" means Exide Technologies and all of its Subsidiaries.

     "Exide Funding Master Account" means the account numbered:

     Code Banque:             30004
     Code Guichet:            02146
     Numero de Compte:  00010261046
     Cle RIB:                    74

     in the name of the Receivables Purchaser with the Collection Account Bank
     or such other account at such bank as the Receivables Purchaser may utilise
     for the purposes of effecting Subrogation under this Agreement.

     "Exide Technologies" means Exide Technologies, a Delaware corporation.

     "Facilities Agreement" means the agreement entered into on or about the
     date hereof among, inter alia, Batteries Funding and the Lenders.

     "Facility Fee" means 0.75 % per annum of the positive difference between
     (i) the Facility Limit and (ii) Programme Capital (as such fee is
     calculated monthly in arrears and applied on each Settlement Date).

     "Facility Limit" means Dollars 177,500,000, as such amount may be reduced
     from time to time upon notice given by the Operating Agent to the Offer
     Agent (on behalf of the Originators) as a result of the event specified in
     Clause 7.1 of the Facilities Agreement.

                                      -18-

<PAGE>

     "Fees Letters" means the Fees Letterss dated as of the date hereof between
     Exide Europe and the Operating Agent in respect of the calculation and
     payment of certain fees.

     "Foreign Currency Reserve" as of any Settlement Date will equal 5% of the
     Programme Capital on such Settlement Date, or such other amount as
     determined by the Operating Agent (and notified in writing to the Offer
     Agent), acting reasonably (upon the written request of an Originator after
     any redetermination of the level of the Foreign Currency Reserve, the
     Operating Agent agrees to provide such an Originator with information
     relating to the basis of such redetermination).

     "Funded Subrogation" means the subrogation on a Settlement Date of
     Receivables listed in an Account Receivable Listing delivered to the
     Operating Agent pursuant to Clause 4(A)(4) on a Determination Date.

     "German Excess Loss Reserve" means the positive difference (if any) between
     (i) the aggregate of the German Sellers' Proportionate Share (as such terms
     are defined under the German RSA) of the Loss Reserve and (ii) an amount
     equal to 9% of the Outstanding Balance of Paid Receivables which are
     Eligible Receivables (as each such term is defined in the German RSA) under
     the German RSA.

     "Group of Receivables" means, at any time, all Receivables transferred by
     way of subrogation or to be transferred by way of subrogation by the
     Originators to the Receivables Purchaser on any Subrogation Date or
     Settlement Date (as the case may be) or, as appropriate, the Group of
     Receivables specified in a Quittance Subrogative.

     "Guarantee" means any guarantee, indemnity, letter of credit or any other
     obligation or irrevocable offer (whatever called and of whatever nature):

     (1)  to pay or to purchase;

     (2)  to provide funds (whether by the advance of money, the purchase of or
          subscription for shares or other securities, the purchase of assets,
          rights or services, or otherwise) for the payment or discharge of;

     (3)  to indemnify against the consequences of default in the payment of; or

     (4)  to be responsible otherwise for,

     an obligation or indebtedness of another person, a dividend, distribution,
     capital or premium on shares, stock or other interests, or the insolvency
     or financial condition of another person.

     "Holding Company" means, in relation to a company or corporation, any other
     company or corporation in respect of which it is a Subsidiary.

     "Initial Offer Date" means the date which is two Programme Business Days
     before the Effective Date.

     "Initial Subrogation" means the first Subrogation completed under this
     Agreement.

                                      -19-

<PAGE>

     "Initial Reference Date" means 24 May 2002.

     "Interest Period" means initially, the period commencing on (and including)
     the Effective Date and ending on (but excluding) the following Settlement
     Date, and thereafter, each period beginning on (and including) the day
     following the last day of the immediately preceding Interest Period and
     ending on (but excluding) the following Settlement Date; provided however,
     if such day is not a Programme Business Day, the applicable Interest Period
     shall end on the next succeeding Programme Business Day.

     "Lenders" means any bank, financial institution, trust, fund or other
     entity which is or may from time to time become a party to the Facilities
     Agreement as a "Lender" thereunder.

     "Letter of Undertaking" means the Letter of Undertaking given by Exide
     Europe substantially in the form set out in Schedule 2 to the Onward
     Receivables Sale Agreement.

     "LIBOR" means (a) the applicable Screen Rate or (b) (if no Screen Rate is
     available one week Dollars) the arithmetic mean of the rates (rounded
     upwards to four decimal places) as supplied to the Operating Agent at its
     request quoted by the Reference Banks to leading banks in the London
     interbank market, as of 11:00 a.m. London time on the Quotation Day for the
     offering of deposits in Dollars for a period comparable to the Interest
     Period.

     "Limited Recourse Loan Agreement" means the limited recourse loan agreement
     to be entered into on or prior to the Effective Date between, inter alia,
     the Receivables Purchaser, the Operating Agent and the lender named
     therein, and any other limited recourse loan agreement entered into for a
     similar purpose to that set out therein.

     "Limited Recourse Loan Provider" means the lender under the Limited
     Recourse Loan Agreement.

     "Loan" means any loan to be made to Batteries Funding by the Lenders
     pursuant to the Facilities Agreement or, when made, the principal amount
     outstanding thereof.

     "Loan Advance" means, on any day, an advance made or to be made in euro by
     the Limited Recourse Loan Provider under Clause 4 of the Limited Recourse
     Loan Agreement.

     "Local Business Day" means any day (other than a Saturday or Sunday) on
     which banks and foreign exchange markets are open for business in France.
     Where an obligation is expressed in this Agreement to be performed on a
     Local Business Day and such Local Business Day is not also a Programme
     Business Day, the applicable Local Business Day shall be the immediately
     preceding Local Business Day which is also a Programme Business Day.

     "Loss Horizon" equals the sum of 90 days plus the Weighted Average Term
     calculated among all Origination Agreements as of the Settlement Date.

                                      -20-

<PAGE>

     "Loss Reserve" as of any Settlement Date will equal:

     (PER minus DefR) x max(DYN,FLOOR) plus DefR

     where:

     DYN = (SFl x LR x LHR)

     FLOOR = CF

     Provided that the Loss Reserve shall never be less than an amount such
     that, when aggregated to the floor applicable to the Dilution Reserve is
     equal to the Euro Equivalent of Dollars 15,000,000.

     where:

     PER =  The aggregate amount of Programme Eligible Receivables
     DefR = The aggregate amount of Programme Eligible Receivables that are
            Defaulted Receivables (as defined in and aggregated among all
            Origination Agreements)
     LHR =  Loss Horizon Ratio
     SF1 =  Stress Factor One = 2.25
     CF =   Concentration Floor = 17%
     LR =   Loss Ratio

     "Loss to Liquidation Ratio" as of any date, is equal to the ratio
     (expressed as a percentage) of (i) the Dollar Equivalent of the aggregate
     Outstanding Balance of all Receivables that were written off by the
     Originators during the twelve month period most recently ended prior to
     such date to (ii) the aggregate amount of such total sales giving rise to
     Receivables less the Dollar Equivalent of total Diluted Receivables during
     such twelve month period.

     "Loss Horizon Ratio" equals the total sales giving rise to Programme
     Receivables for the Programme Sellers for the Loss Horizon divided by the
     outstanding balance of Programme Receivables as of the end of the most
     recent month.

     "Loss Ratio" as of any date equals the highest 3 month average Default
     Ratio aggregated among all Origination Agreements which has occurred in the
     12 months immediately preceding such date.

     "Mandatory Cost Rate" has the meaning ascribed to that term in the
     Facilities Agreement.

     "Margin" means 3,75% per annum.

     "Notice of Subrogation" means a notice governed by French law which may be
     given to the related Account Debtor(s) resident in France (or guarantor(s))
     to the effect that one or more Subrogated Receivables (and if applicable
     the related benefit of any related guarantee or guarantees) have been
     transferred by way of subrogation to the Receivables Purchaser.

                                      -21-

<PAGE>

     "Offer Date" means, initially, the Initial Offer Date and, thereafter, each
     Subrogation Date in respect of Reinvestment Subrogations or each
     Determination Date in respect of Funded Subrogations.

     "Onward Receivables Sale Agreement" means the Onward Receivables Sale
     Agreement dated as of the date hereof between the Receivables Purchaser,
     Batteries Funding and the Operating Agent.

     "Onward Sale Fee" means 0.01% per annum on the average outstanding Capital
     calculated monthly in arrears and applied on each Settlement Date.

     "Origination Agreement" means as of any time each agreement or deed
     pursuant to which a member of the Exide Europe Group sells trade
     receivables originated in the ordinary course of business of such member
     company and which has been designated from time to time as such by the
     Operating Agent. Until and unless a designation has been made by the
     Operating Agent to the contrary, the Origination Agreements shall consist
     of, (i) for France, (a) this Amended Receivables Subrogation Agreement and
     (b) the Onward Receivables Sale Agreement dated as of the date hereof
     between Exide Europe Funding Ltd., Batteries Funding and the Operating
     Agent (the "French ORSA"), (ii) for the United Kingdom, the Receivables
     Securitisation Deed dated as of the date hereof between CMP Batteries
     Limited, Exide (Dagenham) Limited, Fulmen (U.K.) Limited, Deta UK Limited
     (the "U.K. Sellers"), the Offer Agent, Batteries Funding and the Operating
     Agent (the "U.K. RSA"), (iii) for Spain, the Receivables Sale Agreement
     dated as of the date hereof between Sociedad Espanola del Acumulador Tudor,
     S.A., Fulmen Iberica, S.L. (the "Spanish Sellers"), Batteries Funding, the
     Offer Agent and the Operating Agent (the "Spanish RSA"), (iv) for Italy,
     (a) the Receivables Purchase Agreement dated 3 June 1997 (as amended on the
     date hereof) between Exide Italia S.r.P. (the "Italian Seller"), Archimede
     Securitisation s.r.l., the Offer Agent and the Operating Agent (the
     "Italian RSA") and (b) the Onward Sale Agreement dated as of the date
     hereof between Archimede Securitisation s.r.l., Batteries Funding, the
     Offer Agent and the Operating Agent (the "Italian OSA"), and (v) for
     Germany, the German Receivables Sale Agreement dated as of the date hereof
     between Exide Automotive Batterie GmbH, Deutsche Exide GmbH, Deutsche Exide
     Standby GmbH (the "German Sellers"), Batteries Funding and the Operating
     Agent (the "German RSA").

     "Originators" means CEAC, Compagnie Europeenne d'Accumulateurs S.A.S. and
     any Additional Originator, in its capacity as Originator or Sub-servicer as
     the context may require and "Origination" means one of the Originators.

     "Originator Non-Transaction Account" means the CEAC Non-Transaction
     Account, and any other account opened in the name of CEAC or any Additional
     Originator established with the Collection Account Bank, or such other
     account at such branch of such bank as CEAC or any Additional Originator
     may from time to time specify by written notice to the Collection Account
     Bank with a copy to the Operating Agent.

                                      -22-

<PAGE>

     "Outstanding Balance" of any Receivable at any time means the then unpaid
     face amount thereof (including VAT) (except for purposes of determining the
     Default Ratio, where the unpaid face amount of any Subrogated Receivable
     which has been, or would be, written off or provided for in an Originator's
     books as uncollectible in accordance with the Credit and Collection Policy
     shall be deemed to be zero).

     "Payment Notification Date" means 31 July 2002.

     "Person" means an individual, partnership, company, body corporate,
     corporation, trust, unincorporated association, joint venture, government,
     or governmental body or agency or other entity.

     "Programme" means the revolving sale of trade receivables originated by
     Exide and certain Subsidiaries of Exide Europe and the funding of such
     revolving sale pursuant to the funding arrangements established in relation
     to each Origination Agreement.

     "Programme Amortisation Event" means any Early Amortisation Event under
     each other Origination Agreement other than an Early Amortisation Event of
     the type described in any of paragraphs (5), (7), (10), (11) or (12) of the
     definition of "Early Amortisation Event" hereunder;

     "Programme Business Day" means any day (other than a Saturday or Sunday) on
     which banks are open for business in New York, London, Dublin, Paris,
     Frankfurt am Main, Milan and Madrid and which is a TARGET Day.

     "Programme Capital" equals, at any time, Capital aggregated among all
     Origination Agreements.

     "Programme Costs" means (i) the Facility Fee and (ii) all other fees set
     out in the Fees Letters.

     "Programme Default Ratio" as of any date, is equal to the weighted average
     of the Default Ratios calculated among all Origination Agreements;

     "Programme Dilution Ratio" as of any date, is equal to the weighted average
     of the Dilution Ratios calculated among all Origination Agreements.

     "Programme Eligible Receivables" means, on any Settlement Date, the
     aggregate Dollar Equivalent of the Outstanding Balance of Eligible
     Receivables (as that term is defined in each Origination Agreement),
     aggregated among all Origination Agreements which are Paid Receivables and
     which are to become Paid Receivables (as such term is defined in each
     Origination Agreement) on such Settlement Date, aggregated among all
     Origination Agreements.

     "Programme Loss to Liquidation Ratio" as of any date is equal to the
     weighted average of the Loss to Liquidation Ratios calculated among all
     Origination Agreements.

                                      -23-

<PAGE>

     "Programme Receivables" means the aggregate Dollar Equivalent of
     Receivables (as defined in and aggregated among all Origination
     Agreements), aggregated among all Origination Agreements.

     "Programme Reserves" means the Reserves aggregated among all Origination
     Agreements.

     "Programme Sellers" means collectively, all of the Affiliates of Exide
     Europe designated as Sellers or Originators pursuant to all of the
     Origination Agreements.

     "Proportionate Share" equals, at any time:

     (b)  in respect of an Originator, the result of the formula: the Dollar
          Equivalent of all Eligible Receivables which are Subrogated
          Receivables from such Originator, divided by the Dollar Equivalent of
          all Eligible Receivables which are Subrogated Receivables; and

     (c)  in respect of the Country, the result of the formula: the Dollar
          Equivalent of all Eligible Receivables which are Subrogated
          Receivables in the Country, divided by the Dollar Equivalent of all
          Eligible Receivables which are Paid Receivables (as such term is used
          in each Origination Agreement), aggregated among all Origination
          Agreements.

     "Quaterly Settlement Date" means initially, the first settlement Date
     falling in September 2002 and thereafter, until the Termination Date, the
     first Settlement Date falling in the calendar month following the calendar
     month of the immediately preceeding Quarterly Settlement Date;

     "Quittance Subrogative" has the meaning assigned to that term in Clause 4(A
     bis).

     "Quotation Day" means, in relation to any Interest Period, two Business
     Days before the first day of that period unless market practice differs in
     the London interbank market for Dollar, in which case the Quotation Day for
     that currency will be determined by the Operating Agent in accordance with
     market practice in the London interbank market (and if quotations would
     normally be given by leading banks in the London interbank market on more
     than one day, the Quotation Day will be the last of those days).

     "Rating Agencies" means Standard & Poor's Ratings Group, a division of the
     McGraw Hill Companies Inc. and Moody's Investors Service, Inc.

     "Receivable" means the indebtedness (including VAT) owed or which will
     become owed by any Designated Account Debtor under a Contract arising from
     a sale or contract of sale of merchandise or provision or contract of
     provision of services by an Originator and representing part or all of the
     sale price of such merchandise or services and includes the right to
     payment of any interest or finance charges and other obligations of such
     Designated Account Debtor with respect thereto.

                                      -24-

<PAGE>

     "Reference Banks" means the principal London offices of Citibank, N.A.,
     Barclays Bank PLC and The Royal Bank of Scotland plc or such other banks as
     may be determined by the Operating Agent.

     "Reference Date" means each Friday or any other later date (as may be
     agreed from time to time between the Offer Agent (on behalf of the
     Originators) and the Operating Agent) falling immediately prior to the next
     succeeding Determination Date.

     "Reference Period" means, initially, the period beginning on (and
     including) the Initial Reference Date and ending on (but excluding) the
     next following Reference Date and thereafter, each period from (and
     including) a Reference Date to (but excluding) the next following Reference
     Date.

     "Reinvestment Subrogation" means the subrogations of Receivables listed in
     a Daily Accounts Receivable Listing delivered to the Operating Agent
     pursuant to Clause 4(A)(2) on each Subrogation Date on which such
     Subrogations take place.

     "Related Security" means with respect to any Receivable all of the relevant
     Originator's interest in any goods and work in progress (including returned
     or repossessed goods and work in progress) relating to the sale creating
     such Receivable, and all insurance policies, security, deposits,
     guarantees, indemnities, letters of credit, bills of exchange, cheques,
     other negotiable instruments, warranties, retention of title and other
     agreements and arrangements not created or made by the Receivables
     Purchaser supporting or securing payment of such Receivable.

     "Relevant Date" means the earlier of:

     (1)  the date on which all Capital of all Groups of Receivables is reduced
          to zero; and

     (2)  the date on which the Outstanding Balance of all Eligible Receivables
          which are Subrogated Receivables is reduced to zero.

     "Relevant Documents" means this Agreement, the Onward Receivables Sale
     Agreement, the CEAC Collection Account Bank Mandate, Exide Collection
     Account Bank Mandate, Exide Funding Master Account Bank Mandate, CEAC
     Purchase Account Bank Mandate, CEAC Non-Transaction Account Bank Mandate,
     the Exide Collection Account Bank Mandate, the Commitment Letter, the
     Accord de Gage-Especes, the Limited Recourse Loan Agreement, the Letter of
     Undertaking, the Amended Cash Collateral Reserve Agreement and the Fees
     Letters.

     "Reserves" means as of any date, the Dollar Equivalent of the Country's
     Proportionate Share of the sum of the Loss Reserve, the German Excess Loss
     Reserve, the Dilution Reserve, the Special Dilution Reserve, the Yield
     Reserve and the Foreign Currency Reserve.

     "Screen Rate" means the British Bankers' Association Settlement Rate for
     one week Dollar displayed on the appropriate page of Telerate Screen. If
     the agreed page is

                                      -25-

<PAGE>

     replaced or service ceases to be available, the Operating Agent may specify
     another page or service displaying the appropriate rate.

     "Security Interest" means any mortgage, pledge, lien, charge, assignment,
     hypothecation or security interest or any other agreement or arrangement
     having the effect of conferring security.

     "Servicer" means at any time the Person then authorised pursuant to this
     Agreement to service, administer and collect Subrogated Receivables.

     "Settlement Date" means initially, the Effective Date, and thereafter, each
     Thursday (or such other day as may be agreed from time to time between the
     Offer Agent (on behalf of the Originators) and the Operating Agent);
     provided that in relation to a Thursday falling in a Specified Bank Holiday
     Period, the Settlement Date shall be the Thursday immediately succeeding
     such Thursday and provided further that, if any such day is not a Programme
     Business Day, the Settlement Date shall be the next succeeding Programme
     Business Day.

     "Settlement Period" means any period beginning on (and including) a
     Settlement Date and ending on (but excluding) the next following Settlement
     Date.

     "Settlement Statement" means a statement, as of any Settlement Date,
     prepared by the Operating Agent substantially in the form of Schedule 2
     showing (amongst other things) the amount of Receivables transferred by way
     of subrogation to the Receivables Purchaser during the last Settlement
     Period.

     "Specified Bank Holiday Period" means the relevant calendar week:

     (a)  in which the 25/th/ of December falls;

     (b)  in which Easter falls; and

     (c)  in which the 15/th/ of August falls.

     "Special Dilution Reserve" means:

     (a)  on each Settlement Date other than that falling immediately prior to a
          Deemed Settlement Date, an amount equal to the percentage, set
          opposite such Settlement Date in Schedule 16, of the Programme
          Eligible Receivables on such date (including any Eligible Receivables
          sold or transferred on such date under or pursuant to each Origination
          Agreement); and

     (b)  on each Settlement Date falling immediately prior to a Deemed
          Settlement Date, an amount determined by the Operating Agent (acting
          reasonably) as a reserve to cover the estimated excess of Collections
          to be received over Receivables which may be generated under all
          Origination Agreements during the two successive Reference Periods
          immediately succeeding such Settlement Date (such amount to be
          notified by the Operating Agent to the Offer Agent on the
          Determination Date immediately preceding such Settlement Date),

                                      -26-

<PAGE>

     provided however that the Special Dilution Reserve determined in paragraph
     (a) or (b) above may be adjusted from time to time by the Operating Agent
     (acting reasonably) as a reserve to cover the estimated excess of
     Collections received over Receivables generated based on recent history of
     Collections' and Receivables' generation and any expected change in the
     sales pattern of any Seller (including, without limitation, a reduction of
     the number of Designated Account Debtors and a reduction of sales to
     designated Account Debtors) (such adjustment amounts to be notified by the
     Operating Agent to the Offer Agent on the Determination Date immediately
     preceding such Settlement Date).

     "Spot Rate" means, as of any Settlement Date, the spot rate utilised under
     the Currency Exchange Agreement, as defined for such Settlement Date.

     "Subrogated Receivable" means a Receivable (whether or not an Eligible
     Receivable) transferred by way of subrogation by each Originator to the
     Receivables Purchaser under this Agreement.

     "Subrogation" means a transfer to the Receivables Purchaser of any given
     Receivables by any Originator by way of subrogation pursuant to this
     Agreement.

     "Subrogation Date" means each Programme Business Day on which a
     Reinvestment Subrogation takes place and each Settlement Date on which a
     Funded Subrogation takes place, in both cases, occurring before the
     Termination Date, as contemplated by this Agreement.

     "Subrogation Price" means, in respect of each Receivable, an amount in Euro
     equal to the Outstanding Balance of the relevant Receivable as at the
     proposed Subrogation Date.

     "Subsidiary" means in relation to a company or corporation, a company or
     societe or corporation:

     (i)   which is controlled, directly or indirectly, by the first-mentioned
           company or societe or corporation;

     (ii)  more than half the issued share capital of which is owned, directly
           or indirectly, by the first-mentioned company or societe or
           corporation; or

     (iii) which is a subsidiary of another subsidiary of the first-mentioned
           company or societe or corporation

     and for this purpose, a company or societe or corporation shall be treated
     as being controlled by another if that other company or societe or
     corporation is able to direct its affairs and/or to control the composition
     of its board of directors or equivalent body.

     "Summary Report" means a report as of each Determination Date or more
     frequently if requested by the Operating Agent, substantially in the form
     of Schedule 3, furnished by each Originator to the Operating Agent pursuant
     to Clause 11(E).

                                      -27-

<PAGE>

     "Summary Report Date" means each Determination Date or such other dates as
     the Operating Agent may request.

     "TARGET" means the Trans-European Automated Real-time Gross Settlement
     Express Transfer Payment System.

     "TARGET Day" means any day on which TARGET is open for the settlement of
     payments in Euro.

     "Temporary Adjustment Account" means the sub-account held by the
     Receivables Purchaser with Citibank, N.A., London branch, denominated in
     euro and utilised for the purpose set out in Clause 12(D) under the account
     number 60918971.

     "Termination Date" means the earliest to occur of (1) 15 February 2004, (2)
     an Early Amortisation Event and (3) the US DIP Facility Termination Date.

     "Turnover Rate" means, as of any Subrogation Date, the average of each of
     the three most recently ended months of the Dollar Equivalent of the
     aggregate outstanding balance of Subrogated Receivables aggregated among
     all Origination Agreements as of the last day of each such month, over the
     average or each of the three most recently ended months of the total sales
     giving rise to Programme Receivables as of the last day of each such month.

     "US DIP Facility Agreement" means the $250,000,000 secured superior
     priority debtor in possession credit agreement entered into on 15 April
     2002 between Exide Technologies and certain of its Subsidiaries as debtors
     and debtors-in-possession, Citicorp USA, Inc. as Administrative Agent,
     Collateral Monitoring Agent and Arranger, Salomon Smith Barney Inc. as Sole
     Book Manager and Lead Manager and the lenders and issuers from time to time
     party thereto.

     "US DIP Facility Termination Date" has the meaning given to "Scheduled
     Termination Date" in the US DIP Facility Agreement.

     "Weighted Average Term" means the weighted average term of all Paid
     Receivables calculated on the basis of the formula: (original stated
     payment term of each invoice x amount of such invoice) / invoice amount.

     "Withdrawal" means at any time, the aggregate amount of any withdrawals0
     from the Exide Funding Master Account made by CEAC under Clause 12(C) to
     the extent that they are outstanding and not repaid.

     "Yield" will be calculated on the first Subrogation Date and on each
     Settlement Date thereafter on the basis of the outstanding Capital as at
     such dates times the Yield Rate divided by 365 times the number of days
     elapsed in the relevant Interest Period.

     "Yield Rate" means the percentage rate per annum which is the aggregate of
     the applicable (i) Margin, (ii) LIBOR and (iii) the Mandatory Costs Rate
     (if any).

                                      -28-

<PAGE>

     "Yield Reserve" means, as of any Settlement Date, an amount equal to the
     sum of (a) the product of (i) the Programme Eligible Receivables less the
     Defaulted Receivables (aggregated among all Origination Agreements) and
     (ii) the Yield Reserve Rate and (b) the product of (i) the Dollar
     Equivalent of the Outstanding Balance of all Paid Receivables (as
     aggregated among all Origination Agreements) and (ii) 0.75% (substitute
     servicer reserve).

     "Yield Reserve Rate" means as of any Settlement Date, the product of (1)
     two times the Turnover Rate for such date and (2) the sum of (a) 1 month
     LIBOR times 1.5, plus the Margin, plus the Mandatory Costs Rate (if
     applicable); (b) the Currency Exchange Costs, (c) the Facility Fee and (d)
     the other Fees set out in the Fees Letters.

(C)  This Agreement: Any reference to "this Agreement" or any other agreement or
     document shall, unless the context otherwise requires, include this
     Agreement as amended hereby or, as the case may be, that other agreement or
     document as from time to time amended, supplemented or novated, and any
     document which amends, supplements or novates this Agreement or, as the
     case may be, that other agreement or document. Any reference to Clauses or
     paragraphs in this Agreement is, subject to any contrary indication, a
     reference to a Clause or paragraph in this Agreement.

(D)  Origination Agreements: All references in this Agreement to terms defined
     in the Origination Agreements or to amounts which are aggregated among all
     Origination Agreements, shall, unless the contrary is indicated, be deemed
     to refer to the equivalent concepts in the Origination Agreements where the
     same defined term is not used.

(E)  Headings: Headings shall be ignored in construing this Agreement.

(F)  Time: Save where the contrary is indicated, any reference in this Agreement
     to a time of day (including opening and closing of business hours) shall be
     construed as a reference to London time.

(G)  Limited Recourse Provisions under Facilities Agreement and Currency
     Exchange Agreement: Any amount payable hereunder by reference to amounts
     payable by Batteries Funding under the Facilities Agreement and the
     Currency Exchange Agreement shall be due and payable irrespective of
     whether Batteries Funding is liable to pay such amounts as a result of the
     limited recourse provisions contained in the Facilities Agreement or the
     Currency Exchange Agreement.

2.   FACILITY

     On the terms and conditions set out in this Agreement, the Originators (or
     the Offer Agent on their respective behalf) shall offer to the Receivables
     Purchaser and the Receivables Purchaser shall, in both cases, subject to
     the condition of this Agreement (including, for the avoidance of doubt,
     Clauses 3 and 4(A)(2) below) and until the Termination Date, acquire from
     each Originator by way of subrogation pursuant to Article 1250-1(degrees)
     of the Civil Code full title and ownership in and to all Receivables over

                                      -29-

<PAGE>

     the Designated Account Debtor arising under Contracts in accordance with
     the terms of this Agreement.

3.   CONDITIONS PRECEDENT

(A)  To Initial Subrogation: The Quittance Subrogative relating to Initial
     Subrogation may only be accepted subject to the condition precedent that
     the Operating Agent receives on or before the date on which the Subrogation
     Price may be paid the documents and information specified in Schedule 5,
     each in form and substance satisfactory to the Operating Agent.

(B)  To All Funded Subrogations (including the Initial Subrogation): Each
     Quittance Subrogative relating to a Funded Subrogation (including the
     Initial Subrogation) may only be accepted if the following conditions
     precedent are satisfied or waived by the Operating Agent:

     (1)  On each Determination Date relating to a Settlement Date, the Offer
          Agent has delivered by electronic mail or facsimile to the Operating
          Agent each Accounts Receivables Trial Balance to be entered into
          Enigma and, as soon as practicable thereafter but before 11.00 a.m.
          London time on the same Determination Date, the relevant Accounts
          Receivable Listing.

     (2)  On each Settlement Date the following statements must be true and
          correct (and each Originator will be deemed to have so certified on
          such date that):

          (a)  the representations and warranties of each Originator contained
               in this Agreement are true and correct on and as of such day as
               though made on such day and by reference to the then existing
               circumstances;

          (b)  each Originator has delivered such certificate as may be required
               by the Operating Agent as to such Originator's solvency;

          (c)  the Receivables to be subrogated in respect of each Funded
               Subrogation represents all of the Receivables owed by any
               Designated Account Debtor as of the immediately previous
               Reference Date, which are Non-Transferred Receivables (as defined
               in Clause 4(A)(3) below) and, it being provided that should there
               be any Receivable owed by such Designated Account Debtor not
               included in the Group of Receivables, the relevant Originator is
               able to provide details of the relevant invoice number as of such
               date and evidence that any payment in respect thereof will be
               segregated and separate from any payment in respect of any other
               Subrogated Receivables owed by such Designated Account Debtor or
               Subrogated Receivables owed by it to be subrogated on the
               relevant or any succeeding Subrogation Date(s);

          (d)  after the proposed Subrogation, the Outstanding Balance of
               Subrogated Receivables which are Eligible Receivables would be at
               least equal to the

                                      -30-

<PAGE>

               sum of (i) aggregate outstanding Capital, (ii) applicable
               Accruals, and (iii) Reserves in relation to the outstanding
               Capital;

          (e)  there has been no Early Amortisation Event which has not been
               waived by the Operating Agent in writing;

          (f)  in respect of the Subrogation of Receivables whose Designated
               Account Debtors are resident in a European Union jurisdiction
               other than in France, after the proposed Subrogation, Capital in
               respect of such Subrogated Receivables which are Eligible
               Receivables does not exceed 15% of the Capital in respect of all
               Subrogated Receivables;

          (g)  there has been no sale by any Originator of any of its Subrogated
               Receivables out of the ordinary course of its business without
               the prior written consent of the Operating Agent; and

          (h)  after the proposed Subrogation, Programme Capital would not
               exceed the Facility Limit.

     (3)  On each Determination Date relating to a proposed Settlement Date each
          Originator or the Offer Agent shall have delivered to the Operating
          Agent an Accounts Receivable Listing in respect of the relevant Group
          of Receivables and in a form that will allow it to be archived by the
          Operating Agent.

     (4)  Each Originator or the Offer Agent on their respective behalf shall
          have (or has, as the case may be) delivered a Quittance Subrogative in
          the conditions specified in Clauses 4(A.bis) and 4(G) below and the
          conditions of Clauses 4(D) and 4(E) below shall have been fulfilled.

     (5)  On or prior to each Settlement Date, neither each Originator nor the
          Receivables Purchaser shall have revoked the appointment of the
          Operating Agent for the purposes specified in Clause 4(A) and 4(B)
          below.

     (6)  On or prior to each Settlement Date each Originator shall have
          complied with all of its reporting and other obligations under this
          Agreement; unless any such failure to comply has been waived by the
          Operating Agent in respect of such Settlement Date.

     (7)  The Operating Agent has received such other approvals, legal opinions
          or documents as the Operating Agent may reasonably request.

     (8)  The Receivables Purchaser has confirmed to each Originator that it has
          received the purchase price payable under the Onward Receivables Sale
          Agreement.

     (9)  On each Settlement Date, CEAC must have repaid in full all outstanding
          Withdrawals (if any) made during the immediately preceding Reference
          Period in the manner described in Clause 12(C) below.

                                      -31-

<PAGE>

     (10) On each Settlement Date, the Operating Agent shall have established
          the Yield, applicable Country's Proportionate Share of Programme Costs
          and applicable Reserves required for the previous Reference Period.

     (11) If as of the relevant Settlement Date, the Receivables Purchaser was
          entitled to drawdown an amount under the Limited Recourse Loan
          Agreement and, having made the appropriate request to the Limited
          Recourse Loan Provider, the Receivables Purchaser has received such
          amount, free and clear of any Adverse Claims which have been credited
          into the Exide Funding Master Account.

     (12) On or prior to each Quarterly Settlement Date, the Operating Agent has
          received a Director's Certificate from each Originator.

     (13) Batteries Funding is able to obtain appropriate funds from its
          currency swap counterparty under the Currency Exchange Agreement.

(C)  To All Reinvestment Subrogations: Each Quittance Subrogative relating to a
     Reinvestment Subrogation may only be accepted if in addition to the
     conditions of Clause 3(A) above the following conditions precedent are
     satisfied or waived by the Operating Agent:

     (1)  On each Subrogation Date relating to a Reinvestment Subrogation, the
          Offer Agent has delivered by electronic mail or facsimile to the
          Operating Agent each Accounts Receivables Trial Balance to be entered
          into Enigma and, as soon as practicable thereafter but before 11.00
          a.m. London time on the same Subrogation Date, the relevant Daily
          Accounts Receivable Listing.

     (2)  On each Subrogation Date relating to a Reinvestment Subrogation the
          following statements must be true and correct (and each Originator
          will be deemed to have so certified on such date that):

          (a)  the representations and warranties of each Originator contained
               in this Agreement are true and correct on and as of such day as
               though made on such day and by reference to the then existing
               circumstances;

          (b)  each Originator has delivered such certificate as may be required
               by the Operating Agent as to such Originator's solvency;

          (c)  the Group of Receivables to be subrogated on each Subrogation
               Date relating to a Reinvestment Subrogation represents all of the
               Receivables owed by any Designated Account Debtor as of such
               date, it being provided that should there be any Receivable owed
               by such Designated Account Debtor not included in the Group of
               Receivables, the relevant Originator is able to provide details
               of the relevant invoice number as of such date and evidence that
               any payment in respect thereof will be segregated and separate
               from any payment in respect of any other Subrogated Receivables
               owed by such Designated Account Debtor or

                                      -32-

<PAGE>

               Subrogated Receivables owed by it to be subrogated on the
               relevant or any succeeding Subrogation Date(s);

          (d)  there has been no Early Amortisation Event which has not been
               waived by the Operating Agent in writing;

          (e)  in respect of the Subrogation of Receivables whose Designated
               Account Debtors are resident in a European Union jurisdiction
               other than in France, after the proposed Subrogation, Capital in
               respect of such Subrogated Receivables which are Eligible
               Receivables does not exceed 15% of the Capital in respect of all
               Subrogated Receivables;

          (f)  there has been no sale by any Originator of any of its Subrogated
               Receivables out of the ordinary course of its business without
               the prior written consent of the Operating Agent; and

          (g)  after the proposed Subrogation, Programme Capital would not
               exceed the Facility Limit.

     (3)  On each Determination Date relating to a Settlement Date each
          Originator or the Offer Agent shall have delivered to the Operating
          Agent an Accounts Receivable Listing in respect of the relevant Group
          of Receivables and in a form that will allow it to be archived by the
          Operating Agent.

     (4)  Each Originator or the Offer Agent on their respective behalf shall
          have (or has, as the case may be) delivered a Quittance Subrogative in
          the conditions specified in Clauses 4(A.bis) and 4(G) below and the
          conditions of Clauses 4(D) and 4(E) below shall have been fulfilled.

     (5)  On or prior to each Subrogation Date relating to a Reinvestment
          Subrogation, neither each Originator nor the Receivables Purchaser
          shall have revoked the appointment of the Operating Agent for the
          purposes specified in Clause 4(A) and 4(B) below.

     (6)  On or prior to each Subrogation Date relating to a Reinvestment
          Subrogation each Originator shall have complied with all of its
          reporting and other obligations under this Agreement; unless any such
          failure to comply has been waived by the Operating Agent in respect of
          such Subrogation Date.

     (7)  The Operating Agent has received such other approvals, legal opinions
          or documents as the Operating Agent may reasonably request.

(D)  To all Subrogrations from the Payment Notification Date: Any transfer of
     Eligible Receivables by way of subrogation and payment of the Subrogation
     Price from the Payment Notification Date is, in addition to the conditions
     set out in Clause 3(B), subject to the condition precedent that, on the
     relevant Subrogation Date, each Originator has provided evidence to the
     Operating Agent that it has given to each Designated Account Debtor by way
     of registered letter instructions in the form set out

                                      -33-

<PAGE>

     in Schedule 12, Part A to make all the payments in respect of Receivables
     to the credit of the Exide Collection Account and that similar instructions
     have been inserted in each of the invoices to be addressed to such Account
     Debtors in the form set out in Schedule 12, Part B.

(E)  New Forms of Contract: The Operating Agent shall, as soon as reasonably
     practicable after submission to it of a form of Contract other than the
     form set out in Schedule 7, notify the relevant Originator as to whether it
     approves such form for the purposes of paragraph (15) of the definition of
     "Eligible Receivable", such approval not to be unreasonably withheld. In
     considering whether to approve such form of Contract, the Operating Agent
     may, as a condition of considering whether to give its approval, take such
     legal advice to ensure that the interests of the Receivables Purchaser and
     of the Lenders are not negatively affected by the new form of contract as
     it deems appropriate including, without limitation, advice from French
     avocats, and all related costs, charges and expenses (including without
     limitation reasonable legal fees, disbursements and VAT thereon) shall be
     for the account of the relevant Originator.

4.   SUBROGATION

(A)  Daily Accounts Receivable Listing and Accounts Receivable Listing:

     (1)  On opening of business local time on each Subrogation Date, the Offer
          Agent will cause BNP Paribas to provide (including by electronic
          means) to it and to the Operating Agent the amount of collections
          standing to the credit of the Exide Funding Master Account on such
          date (the "Available Reinvestment Funds").

     (2)  Subject to Clause 4(G) below and based on the Available Reinvestment
          Funds on such day, the Offer Agent on behalf of the Originators will,
          by 11.00 a.m., London time, on each Subrogation Date, deliver to the
          Operating Agent on behalf of the Receivables Purchaser a duly
          completed Daily Accounts Receivable Listing identifying (inter alia)
          the Receivables which have come into existence on the immediately
          preceding Local Business Day (except in the case of Clause 4(A)(3)
          below) for an aggregate face value not exceeding, the Available
          Reinvestment Funds to be subrogated by each Originator, together with
          the Subrogation Date and the Subrogation Price for each Receivable
          included in the Group of Receivables proposed for subrogation on such
          Subrogation Date as calculated by the Offer Agent on behalf of the
          Operating Agent.

     (3)  If since the beginning of a Reference Period, which includes the
          relevant Subrogation Date, some Receivables were not transferred to
          the Receivables Purchaser due to the fact that they would have caused
          the aggregate face value of a Group of Receivables to exceed the
          Available Reinvestment Funds on the relevant Subrogation Date (the
          "Non Transferred Receivables") and the aggregate face value of all
          Receivables, which have come into existence on the Local Business Day
          immediately preceding such Subrogation Date is lower

                                       -34-

<PAGE>

             than the Available Reinvestment Funds on such Subrogation Date, the
             Offer Agent shall include in the Accounts Receivable Listing to be
             delivered to the Operating Agent pursuant to Clause 4(A)(2) above,
             as much Non Transferred Receivables as possible for the aggregate
             face value of the Groups of Receivables to be subrogated on that
             day to be equal to (as much as possible) and by no means shall
             exceed the amount of Available Reinvestment Funds on such
             Subrogation Date.

        (4)  On each Determination Date relating to a proposed Settlement Date,
             the Offer Agent on behalf of the Originators shall, by 11:00 a.m.
             London time, deliver to the Operating Agent on behalf of the
             Receivables Purchaser a duly completed Accounts Receivable Listing
             identifying (inter alia) the Receivables to be subrogated by each
             Originator, together with the Settlement Date on which such
             Receivables will be subrogated and Subrogation Price for each
             Receivable included in the Group of Receivables proposed for
             subrogation on such Settlement Date as calculated by the Offer
             Agent on behalf of the Operating Agent, including any and all Non
             Transferred Receivables which have not been transferred to the
             Receivable Purchaser in the course of the immediately preceding
             Reference Period.

(A.bis) Quittance Subrogative

        Subject to compliance by the Offer Agent of its obligations to provide
        the relevant Daily Accounts Receivable Listing or Accounts Receivable
        Listings (as the case may be), the Offer Agent on behalf of the
        Originators shall prior to 11:00 a.m. London time on the relevant
        Subrogation Date and/or Settlement Date (as the case may be) issue a
        duly completed executed and dated Quittance Subrogative substantially in
        the form of Schedule 6 (Quittance Subrogative) identifying (inter alia)
        such Receivables as are identified, (i) in the case of a Reinvestment
        Subrogation, in the Daily Accounts Receivable Listing, and (ii) in the
        case of a Funded Subrogation, the Accounts Receivable Listing (including
        in both cases all details mentioned in the Annex to the form of
        Quittance Subrogative set out in Schedule 6), and in both cases the
        Subrogation Date or, in the case of a Funded Subrogation, the Settlement
        Date and the corresponding Subrogation Price (which, in the case of a
        Reinvestment Subrogation shall not exceed the Available Reinvestment
        Funds on such Subrogation Date).

(B)     Subrogation Payment:

        The delivery of the Quittance Subrogative in original or by facsimile,
        as the case may be, will constitute notification to the Receivables
        Purchaser of each Receivables in the relevant Group of Receivables and
        the Related Security, designated pursuant to Clause 4(D) and the Annex
        to the form of Quittance Subrogative, which the Receivables Purchaser is
        to acquire for the Subrogation Price as set out in the Quittance
        Subrogative. Upon receipt of the Quittance Subrogative the Receivables
        Purchaser shall, subject to the terms and conditions of this Agreement
        (including, for the avoidance of doubt, Clause 3 and provided, in the
        case of a Reinvestment Subrogation that the Subrogation Price to be paid
        does not exceed the Available Reinvestment Fund

                                       -35-

<PAGE>

          or such Subrogation Date) pay in full to the CEAC Payment Account the
          Subrogation Price in respect of the relevant Group of Receivables
          which payment will effect the Receivables Purchaser to be subrogated
          to all rights and the Related Security of the relevant Originator in
          respect of the relevant Group of Receivables pursuant to Article
          1250-1(degrees) of the French Civil Code. Upon effective payment being
          made by the Receivables Purchaser in respect of each Quittance
          Subrogative, the Operating Agent on behalf of the Originators, shall
          complete the related Quittance Subrogative with effective date on
          which the related payment by the Receivables Purchaser is credited to
          the CEAC Payment Account.

      (C) Subrogation Price: The Receivables Purchaser shall pay in full the
          Subrogation Price on either the Subrogation Date or the Settlement
          Date (as the case may be) in the currency and funds specified in
          Clause 7(B) to the CEAC Payment Account.

      (D) Determination of Subrogated Receivables: No later than 11:00 a.m. on
          the Initial Offer Date and thereafter on each Subrogation Date
          relating to a Reinvestment Subrogation and on each Determination Date
          immediately preceding a Settlement Date, the Offer Agent will, on
          behalf of the Originators, deliver to the Operating Agent (or as the
          Operating Agent may direct) the Daily Accounts Receivable Listing or
          the Accounts Receivable Listing generated in relation to such
          Subrogation Date or Settlement Date (as applicable) specifying, inter
          alios,:

          (1)  on the Initial Offer Date:

               (i)    the Initial Reference Date;

               (ii)   each Designated Account Debtor;

               (iii)  each Receivable which will be the subject of the Quittance
                      Subrogative to be delivered on the Effective Date and the
                      Originator thereof;

               (iv)   each of such Receivables which is an Eligible Receivable;
                      and

               (v)    the Outstanding Balance of such Receivables which are
                      Reference Eligible Receivables as at (but excluding) the
                      Initial Date and the Originator thereof.

          (2)  on each Subrogation Date relating to a Reinvestment Subrogation:

               (vi)   each Additional Designated Account Debtor;

               (vii)  each Receivable which is the subject of the Quittance
                      Subrogative delivered on such date and the Originator
                      thereof;

               (viii) the Outstanding Balance of such Receivables as at such
                      Subrogation Date.

          (3)  on each subsequent Determination Date:

               (i)    the relevant Reference Date;

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<PAGE>

               (ii)   each Receivable which will be the subject of the Quittance
                      Subrogative to be delivered on the immediately succeeding
                      Settlement Date and the Originator thereof;

               (iii)  each of such Receivables which is an Eligible Receivable;
                      and

               (iv)   the Outstanding Balance of such Receivables which are
                      Eligible Receivables as at (but excluding) the Reference
                      Date immediately preceding such Determination Date and the
                      Originator thereof.

(E)  Records: On or prior to each Subrogation Date in respect of which a
     Quittance Subrogative is to be delivered, the Offer Agent on behalf of each
     Originator will at the expense of the relevant Originators deliver to the
     Operating Agent (or as the Operating Agent may direct) the Accounts
     Receivable Trial Balance generated on or in relation to such Subrogation
     Date, identifying the Receivables designated pursuant to Clause 4(D).

(F)  Perfection: Subject to Clause 13, each Originator, the Offer Agent and the
     Receivables Purchaser will take all such steps and comply with all such
     formalities as may be required to perfect or more fully to evidence or
     secure title to the Receivables transferred by way of subrogation pursuant
     to Clause 4.

(G)  Delegation of Powers of Operating Agent (Mandat): The Operating Agent
     hereby delegates to (mandate) the Offer Agent and each Originator its
     obligation to compute the Subrogation Price under this Clause 4, which
     delegation each Originator irrevocably accepts. The Offer Agent on behalf
     of each Originator shall notify the Operating Agent of all calculations
     made by it under this Clause 4. The Operating Agent may revoke this
     delegation in writing at any time. Until such time as such delegation shall
     be revoked, each Quittance Subrogative to be delivered by the Offer Agent
     on behalf of each Originator under Clause 4(A) above shall be so delivered
     to the Receivables Purchaser by facsimile and any duly completed original
     Quittance Subrogative (including the effective date for payment) shall be
     couriered to the Operating Agent by ordinary post on the effective date for
     payment.

(H)  Appointment of Offer Agent:

     (a)       Exide Europe is hereby appointed by each Originator as Offer
               Agent to deliver the Quittances Subrogatives to the Receivables
               Purchaser on behalf of each Originator pursuant to the terms
               hereof and perform all the related functions and Exide Europe
               hereby accepts such appointment as Offer Agent on the terms and
               subject to the conditions of this Agreement;

     (b)       Each Originator agrees that the Receivables Purchaser and the
               Operating Agent shall be entitled to assume without further
               enquiry that performance by the Offer Agent purportedly on behalf
               of such Originator is duly authorised and undertaken on behalf of
               such Originator; and

     (c)       Exide Europe may not resign its appointment as Offer Agent
               without the consent of the Operating Agent on behalf of the
               Receivables Purchaser.

                                       -37-

<PAGE>

5.    COLLECTIONS AND SETTLEMENT

(A)   Collection of Receivables:

      (1)      Prior to an Early Amortisation Event, each Servicer shall:

               (a)  on each Local Business Day prior to the Payment Notification
                    Date, deposit and cause each Designated Account Debtors to
                    deposit all Collections of Subrogated Receivables to the
                    relevant Collection Account in accordance with Clause
                    8(B)(19);

               (b)  on each Local Business Day from the Payment Notification
                    Date, deposit and cause each Designated Account Debtors to
                    deposit all Collections of Subrogated Receivables to the
                    Exide Collection Account; and

               (c)  on each Subrogation Date transfer all Collections received
                    since the last Subrogation Date to the Exide Funding Master
                    Account.

      (2)      the Operating Agent shall issue a Settlement Statement to the
               Offer Agent (on behalf of the Receivables Purchaser) within two
               Programme Business Days after each Settlement Date in relation to
               the Settlement Period which ended on that Settlement Date.

(B)   Settlement Procedures prior to Termination Date: Prior to the Termination
      Date the procedures described in this Clause 5(B) will be applicable:

      (1)      On each Determination Date the Operating Agent shall calculate:

               (a)   Capital as at the forthcoming Settlement Date;

               (b)   Yield and Programme Costs in respect of the Capital as at
                     the forthcoming Settlement Date; and

               (c)   the Reserves and the Programme Reserves required in respect
                     of that Settlement Period commencing on the next following
                     Settlement Date;

               (d)   Country's Proportionate Share of the applicable Reserves.

      (2)      On each Subrogation Date and as a condition precedent to each
               Reinvestment Subrogation the Operating Agent shall cause that
               each Originator be paid by the Receivables Purchaser the
               Subrogation Price in respect of Subrogated Receivables from the
               Exide Funding Master Account in the CEAC Payment Account;

      (3)      On each Settlement Date and as a condition precedent to each
               Funded Subrogation the Operating Agent shall cause that on the
               Effective Date the amount credited into the Gage-Especes Account
               (as this term is defined under the Accord de Gage-Especes) be of
               an amount equivalent to the Loan Advance and, on each succeeding
               Settlement Date falling prior to each Subrogation Date, the
               Collateral Provider has paid into the Gage-Especes Account the

                                       -38-

<PAGE>

               amount in euro which the Operating Agent has confirmed to be the
               positive difference between (i) the aggregate amount to be made
               available to the Receivables Purchaser on such Settlement Date
               under the Limited Recourse Loan Agreement and (ii) the aggregate
               amount subject to the gage-especes (as this term is referred to
               under the Accord de Gage-Especes) after all deductions mentioned
               in the Accord de Gage-Especes have been made prior to such
               payment;

      (4)      On each Settlement Date and as a condition precedent to each
               Funded Subrogation, the Operating Agent cause that each
               Originator be paid by the Receivables Purchaser the Subrogation
               Price in respect of Subrogated Receivables from the Exide Funding
               Master Account in the CEAC Payment Account.

(C)   Settlement Procedures after Termination Date: On the Termination Date and
      each day thereafter, for all Subrogated Receivables:

      (1)      On each Programme Business Date, the Operating Agent shall cause
               to be paid from the Collection Accounts to Batteries Funding all
               amounts standing to the credit of the Collection Accounts.

      (2)      If and to the extent that the obligations of the Receivables
               Purchaser under the Limited Recourse Loan Agreement have been
               fully discharged, the Operating Agent shall cause to be paid all
               amounts then standing to the credit of the Gage-Especes Account
               to the Collateral Provider.

(D)   Adjustments and Allowances:

      (1)      If on any day the Outstanding Balance of any Subrogated
               Receivable is either (a) reduced or adjusted as a result of any
               defective, rejected, repossessed or returned goods or services or
               any cash discount (whether commercial, financial or otherwise),
               rebate or other adjustment made by any Originator or any other
               Person, or (b) reduced or cancelled as a result of a set off or
               by agreement in respect of any claim by the Designated Account
               Debtor thereof against any Originator or any other Person
               (whether such claim arises out of the same or another
               transaction) (including without limitation any change in the due
               date for payment of any Subrogated Receivable otherwise than with
               the prior consent of the Operating Agent), such Originator will
               be deemed to have received on such day a Collection of such
               Subrogated Receivable in the amount of such reduction, adjustment
               or cancellation and shall credit such amount to the Exide Funding
               Master Account by way of indemnity.

      (2)      If on any day any of the representations or warranties in Clause
               8 is no longer true with respect to a Subrogated Receivable, each
               Originator will be deemed to have received on such day a
               Collection of such Subrogated Receivable equal to its original
               Outstanding Balance less any Collections previously

                                       -39-

<PAGE>

                    received with respect thereto and shall credit to the Exide
                    Funding Master Account an amount equal to such deemed
                    Collection by way of indemnity.

               (3)  If any Subrogated Receivable expressed to be an Eligible
                    Receivables in the Accounts Receivable Listing was not an
                    Eligible Receivable at the time of Subrogation, on the date
                    such fact becomes known to any Originator, any such
                    Originator will be deemed to have received a Collection of
                    such Subrogated Receivable equal to its original Outstanding
                    Balance less any Collections previously received with
                    respect thereto and shall credit to the Tudor Collection
                    Account an amount equal to such deemed Collection by way of
                    indemnity.

               (4)  If, following any payment in respect of a deemed Collection
                    of a Subrogated Receivable pursuant to Clause 5(D)(2), and
                    (3) above, the Receivables Purchaser shall receive any
                    further Collections in respect of such Subrogated
                    Receivable, the Receivables Purchaser shall (provided no
                    Termination Date has yet occurred) pay to the relevant
                    Originator an amount or amounts equal to such further
                    Collections by way of repayment of indemnity.

          (E)  Application of Collections: Any payment by a Designated Account
               Debtor in respect of any indebtedness owed by it to an Originator
               and any credits, in respect of defective, rejected, repossessed
               or returned goods or other non cash items of a Designated Account
               Debtor will, except as otherwise specified in writing by such
               Account Debtor or otherwise required by contract or law or
               capable of being determined and unless otherwise instructed by
               the Operating Agent, be applied as a Collection of Subrogated
               Receivables of such Designated Account Debtor, in the order of
               the age of such Subrogated Receivables, starting with the oldest
               such Subrogated Receivables, to the extent of any amounts then
               due and payable thereunder before being applied to or in respect
               of any other indebtedness of such Designated Account Debtor.

          (F)  Originators obligations joint and several: All obligations,
               covenants, indemnities, representations and warranties of, given
               or made by any Originator under the Relevant Documents to which
               they are parties (in any of its capacities under such Relevant
               Documents) are joint and several with those of any other
               Originator (in any of its capacities under such Relevant
               Documents).

          6.   FEES AND COSTS

          (A)  Servicer Fees: Until the later of the Termination Date and the
               Relevant Date, for any period during which any Originator or any
               Affiliate of an Originator is not Servicer (or a Sub-Servicer),
               such Originators will pay the Receivables Purchaser, upon its
               demand, a servicing fee as determined by the Operating Agent, not
               exceeding 110% of the fees, costs and expenses, plus value added
               tax (if applicable), charged by the substitute Servicer incurred
               in performing such function.

                                      -40-

<PAGE>

          (B)  Costs and Expenses: Each Originator agrees to pay on demand of
               the Operating Agent all reasonable costs and expenses incurred by
               the Operating Agent in connection with the preparation and
               execution and delivery of the Relevant Documents and the other
               documents to be delivered pursuant to the Relevant Documents or
               in connection therewith, such costs and expenses to include,
               without limitation, the reasonable fees and out-of-pocket
               expenses of legal advisers (plus VAT thereon) to the Receivables
               Purchaser and the Operating Agent with respect thereto and with
               respect to advising the Receivables Purchaser and the Operating
               Agent as to their respective rights and remedies under this
               Agreement, and all costs and expenses, if any (including legal
               fees and expenses plus VAT thereon), in connection with the
               enforcement of the Relevant Documents, the other documents to be
               delivered pursuant to the Relevant Documents or in connection
               therewith and the Subrogated Receivables.

          (C)  Duties and Taxes: In addition, the Originators will pay on demand
               of the Operating Agent any sales, excise, registration and other
               taxes, duties and fees payable in connection with the execution,
               delivery, filing or recording of the Relevant Documents or any
               Subrogations, assignment or reassignment of Receivables under or
               pursuant to the Relevant Document, or the other documents to be
               delivered under the Relevant Documents or in any way connected
               with any transaction contemplated by the Relevant Documents. The
               Originators agree to indemnify the Operating Agent and the
               Receivables Purchaser on demand of the Operating Agent against
               any liabilities with respect to or resulting from any delay in
               paying or omission to pay any such taxes, duties or fees.

          (D)  Computations: All computations of interest and fees shall be made
               on the basis of a year of 360 days for the actual number of days
               (including the first but excluding the last day) elapsed.

          (E)  Computation of Time Periods: Unless otherwise stated in this
               Agreement, in the computation of a period of time from a
               specified date to a later specified date, the word "from" means
               "from and including" and the words "to" and "until" each means
               "to but excluding".

          7.   PAYMENTS AND COMPUTATIONS, ETC.

          (A)  Mechanics: All amounts to be paid to or deposited with the
               Operating Agent for its own account or for the account of the
               Receivables Purchaser by an Originator and/or the servicer under
               this Agreement shall be paid or deposited no later than 12:00
               noon (local time in the place of payment) on the day when due in
               immediately available same day funds to the relevant account
               specified below.

          (B)  Currency: All amounts payable by an Originator and/or Servicer
               under this Agreement to the Operating Agent for its own account
               or for the account of the Receivables Purchaser shall be paid in
               euro or, where such payment relates to a Subrogated Receivable,
               in the currency of such Subrogated Receivable (or any other
               currency which is agreed from time to time between the Offer
               Agent and the Operating Agent). All amounts payable by the Buyer
               under this Agreement shall be paid in the currency

                                       -41-

<PAGE>

          specified herein and the Subrogation Price amounts payable by the
          Receivables Purchaser under this Agreement shall be paid in the
          currency of the Subrogated Receivables.

     (C)  Accounts: Any amounts payable under this Agreement shall be remitted
          to the following accounts:

          (1)  if to an Originator, the Originator Non-Transaction Account;

          (2)  if to the Receivables Purchaser (otherwise than specifically set
               out in this Agreement) Account No. 8319723 (Sort Code 18.50.08)
               with Citibank, 336 Strand, London WC2R 1HB, U.K.; and

          (3)  if to the Operating Agent for its own account, Account No.
               3023001 (Sort Code 18.50.08) with Citibank, 336 Strand, London,
               WC2R 1HB, U.K

     (D)  Grossing Up: To the fullest extent permitted by law each Originator
          (in each of its capacities under the Relevant Documents) will make all
          payments under this Agreement regardless of any defence or
          counterclaim. Further, if such Originator (in any of its capacities
          under the Relevant Documents) is compelled by law to make any
          deductions or withholdings from any payments pursuant to the Relevant
          Documents, including, without limitation, payments in respect of
          Receivables or Collections, such Originator will pay such additional
          amounts as may be necessary in order that the net amount received by
          the Operating Agent or the Receivables Purchaser after such deductions
          or withholdings (including any required deduction or withholding on
          such additional amounts) will equal the amount that the Operating
          Agent or the Receivables Purchaser (as appropriate) would have
          received had no such deductions or withholdings been made. Each
          relevant Originator will provide the Operating Agent with evidence
          satisfactory to the Operating Agent that it has paid such deductions
          or withholdings.

     (E)  Appropriation of Payments: Regardless of any appropriation by any
          Originator or the Servicers, the Operating Agent shall determine the
          appropriation of any payment to it for the account of the Receivables
          Purchaser to any amount to be paid to or deposited with it for the
          account of the Receivables Purchaser by any Originator and/or Servicer
          under this Agreement.

     8.   REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS AND EXIDE EUROPE

     (A)  Stipulation pour autrui:

          (1)  The Receivables Purchaser as stipulant hereby stipulates and the
               Originators as promettants hereby promise for the benefit of
               Batteries Funding as beneficiaire in accordance with articles
               1121 and 1122 of the French Civil Code, that Batteries Funding
               shall, subject to the terms and conditions hereof, have the
               benefit of the same representations, warranties, covenants and
               obligations as granted by the Originators herein.

                                      -42-

<PAGE>

          (2)  The beneficiaire shall accept the benefit of such stipulation
               pour autrui by signing the letter substantially in the form of
               Schedule 13.

     (B)  Each of the Originators (in each of its capacities under the Relevant
          Documents) and Exide Europe represents and warrants to the Receivables
          Purchaser and the Operating Agent, in each case in relation to the
          matters relating to itself, as of the Effective Date, as follows:

          (1)  Incorporation: Each of the Originators and Exide Europe is a
               company duly incorporated and validly existing under the laws of
               its jurisdiction of incorporation or organisation.

          (2)  Originators Power and Authority: Each Originator has full power
               and authority to effect, and has taken all necessary action to
               authorise, the execution and performance by it of the Relevant
               Documents to which it is a party and all other instruments and
               documents to be delivered under the Relevant Documents, and the
               transactions contemplated by the Relevant Documents to which it
               is a party, and to make the Relevant Documents to which it is a
               party and each Subrogation admissible as evidence in France.

          (3)  Exide Europe Power and Authority: Exide Europe has full power and
               authority to effect, and has taken all necessary action to
               authorise, the execution, delivery and performance by it of the
               Relevant Documents to which it is a party and all other
               instruments or documents to be delivered under the Relevant
               Documents to which it is a party and the transactions
               contemplated by the Relevant Documents to which it is a party.

          (4)  Non-Violation: The execution and performance by any Originator
               and Exide Europe of the Relevant Documents to which it is a party
               and all other instruments and documents to be delivered pursuant
               to the Relevant Document to which it is a party and all
               transactions contemplated by the Relevant Document to which it is
               a party:

               (1)  do not contravene (a) any Originator's or Exide Europe's
                    memorandum or articles of association (or analogous
                    constitutive documents), (b) any law, rule or regulation
                    applicable to any Originator or Exide Europe, (c) any
                    material contractual restriction contained in any agreement,
                    instrument or Contract binding on or affecting any
                    Originator or its assets or Exide Europe or Exide Europe's
                    assets, or (d) any order, writ, judgment, award, injunction
                    or decree binding on or affecting any Originator, or any of
                    the Originators' assets or Exide Europe or Exide Europe's
                    assets;

               (2)  do not result in or require the creation of any lien,
                    security interest or other charge or encumbrance upon or
                    with respect to any of each Originator or Exide Europe's
                    assets or undertaking; and

                                      -43-

<PAGE>

               (3)  will not constitute a breach of, nor give rise to any actual
                    or potential event of default under, any Debt of any member
                    of the Exide European Group, or under any document relating
                    to such Debt.

          (5)  Consents: No consent, authorisation, approval, notice or filing
               is required (or, if required, which has not been obtained on a
               timely basis) for the due execution, delivery or performance by
               the Originators or Exide Europe of the Relevant Documents to
               which they are parties or any other document to be delivered in
               connection with the Relevant Documents to which they are parties
               or for the transactions contemplated by the Relevant Documents to
               which they are parties.

          (6)  Obligations Binding: (1) Each of the Relevant Documents to which
               it is a party constitutes the legal, valid, binding and
               enforceable obligation of each Originator; and (2) Exide Europe.

          (7)  Financial Statements: The most recent audited annual accounts of
               each Originator and Exide Europe, copies of which have been
               furnished to the Operating Agent, present a true and fair view
               (sont reguliers et sinceres et donnent une image fidele) of the
               financial condition of each Originator and its consolidated
               Subsidiaries (if any) or Exide Europe and its consolidated
               Subsidiaries, as applicable, as at that date and the results of
               the operations of each Originator and those Subsidiaries, or
               Exide Europe and those Subsidiaries, as applicable, for the
               period ended on that date, all in accordance with generally
               accepted accounting principles consistently applied in France.

          (8)  No Tax: No stamp, registration or similar tax is required to be
               paid on or in relation to this Agreement or any such subrogation
               subject to article 899 of the French Tax Code in respect of Stamp
               Duty (droit de timbre de dimension) and court fees applicable to
               all litigants.

          (9)  No Material Adverse Change to the Originators: Since the date of
               this Agreement, there has been no change in the business or
               financial condition of any Originator which may materially
               adversely affect the ability of such Originator to perform its
               obligations under the Relevant Documents.

          (10) No Material Adverse Change to Exide Europe Group: Since the date
               of this Agreement, there has been no change in the business or
               financial condition of the Exide Europe Group which may
               materially adversely affect the ability of Exide Europe to
               perform its obligations under the Relevant Document to which it
               is a party.

          (11) No Litigation: There are no actions, suits or proceedings current
               or pending, or to the knowledge of any Originator threatened,
               against or affecting such Originator or its Subsidiaries (if any)
               or any of its respective assets, or Exide Europe or Exide
               Europe's assets, in any court, or before any arbitrator of any
               kind, or before or by any governmental body, which may materially
               adversely

                                      -44-

<PAGE>

               affect the financial condition of each Originator and its
               Subsidiaries taken as a whole or Exide Europe, or materially
               adversely affect the ability of each Originator or Exide Europe
               to perform their obligations under the Relevant Document to which
               they are parties.

          (12) No Immunity: In any proceedings taken in France in relation to
               this Agreement or any such subrogation, the Originators will not
               be entitled to claim for itself or any of its assets immunity
               from suit, execution, attachment or other legal process.

          (13) No Default: nor the Originators nor Exide Europe nor any of its
               Subsidiaries is in default with respect to any order of any
               court, arbitrator or governmental body, excluding defaults with
               respect to orders of governmental agencies which are not material
               to the business or operations of the Originators, Exide Europe or
               any of its subsidiaries, and would not materially adversely
               affect the ability of any Originator, Exide Europe or any of its
               subsidiaries to perform its obligations under the Relevant
               Documents to which it is a party.

          (14) No Adverse Claim: Each Receivable will, together with the
               Contract related thereto, at all times be owned by each
               Originator free and clear of any Adverse Claim except as provided
               in this Agreement, and upon each Subrogation the Receivables
               Purchaser will acquire full title and ownership to and of such
               Receivable, the Collections and the Related Security then
               existing or thereafter arising free and clear of any Adverse
               Claim.

          (15) Performance of Contracts: All goods and services to which each
               Subrogated Receivable relates have been delivered and performed,
               and all requirements of such Contract concerning the nature,
               amount, quality, condition or delivery of the goods or services,
               or upon which payment of the Subrogated Receivable may be
               dependent, have been fulfilled in all material respects.

          (16) Information: None of the information and reports (including but
               not limited to each portfolio profile and each Summary Report)
               furnished or to be furnished (whether by way of computerised data
               or otherwise) by the Originators (in each of its capacities under
               the Relevant Documents) or Exide Europe, to the Operating Agent
               or Exide Europe, as applicable, is inaccurate in any material
               respect (except as otherwise disclosed to the Operating Agent at
               the time of delivery) as of the date so furnished, or contains
               any material misstatement of fact or omits to state a material
               fact or any fact necessary to make the statements contained
               therein not materially misleading.

          (17) Place of Business: The principal place of business and registered
               office of each Originator is as set forth in this Agreement or at
               such other location(s) approved by the Operating Agent (such
               approval not to be unreasonably withheld or delayed).

                                      -45-

<PAGE>

          (18) Eligibility: Each Receivable designated as Eligible Receivables
               in Quittance Subrogative is an Eligible Receivables.

          (19) Location of Books: The offices where the Originators keep all
               their books, records and documents evidencing Receivables or the
               related Contracts are at the locations set forth in this
               Agreement or at such other location(s) approved by the Operating
               Agent (such approval not to be unreasonably withheld or delayed).

          (20) Location of Bank Accounts: The bank accounts to which each
               Originator has directed the Designated Account Debtors to remit
               payments for the Receivables are (a) prior to the Payment
               Notification Date, the CEAC Collection Accounts for payments by
               cheque and bank transfer and the Exide Collection Account for
               payments by bills of exchange (lettre de change) and promissory
               notes (billet a ordre) (b) on and following the Payment
               Notification Date, the Exide Collection Account for all means of
               payment, (or, in each case, such other account(s) at such
               location(s) as may have been previously approved by the Operating
               Agent and in respect of which the relevant bank has acknowledged
               and agreed not to exercise any right of set-off, net-off,
               combination or consolidation of accounts or counterclaim
               whatsoever.

          (21) No Winding-Up: All Originators and Exide Europe are solvent
               (i.e., are able to pay their debts as they fall due and the value
               of their assets is not less than the amount of its liabilities
               taking into account contingent and prospective liabilities) and
               are not subject to any declared or undeclared cessation des
               paiements or any analogous state under the principles of any
               relevant applicable law and (ii) no step has been taken or is
               intended by any Originator, Exide Europe, or to the best of the
               Originators' or Exide Europe's knowledge by any other Person for
               any of the Originators or Exide Europe to enter into a voluntary
               arrangement with its creditors (reglement ou concordat amiable),
               filed for or become subject to any insolvency proceedings under
               any applicable law (redressement judiciaire or other) and
               liquidation within the meaning of the Code de Commerce (formerly
               Law n(degrees) 85-98 of 25 January 1985 as amended and
               supplemented).

          (22)

               (a)  Unencumbered Title: The subrogation of each Receivable which
                    is the subject of this Agreement will be effective to pass
                    full and unencumbered title and the benefit for the
                    Receivables Purchaser as a valid subrogation in favour of
                    the Receivables Purchaser of the Originators' rights in each
                    such Receivable, and no further act, condition or thing will
                    be required of any such Receivable or the enforcement of any
                    such right in the courts of France (other than the giving of
                    a Notice of Subrogation).

                                      -46-

<PAGE>

               (b)  Title to each Receivable which is the subject of this
                    Agreement will be vested in the Receivables Purchaser as
                    described in paragraph (a) above without notice of such
                    subrogation being served upon the related Account Debtor and
                    will not form part of the estate of either of the
                    Originators upon their or its liquidation.

          (23) Subrogated Receivables: Each Receivable referred to in each
               Quittance Subrogative is owed by a Designated Account Debtor
               under a Contract and is a Receivable.

          (24) No Breach: There has been no breach by any Originator of any of
               its obligations under the Relevant Documents to which it is a
               party or by Exide Europe of any of its obligations under the
               Letter of Undertaking.

          (25) Exide Europe Group: Each of the Originators, the UK Sellers, the
               German Sellers, the Italian Seller, the Spanish Seller and the
               Receivables Purchaser is (and each entity acceding as a "Seller"
               to any Origination Agreement) a member of the Exide Europe Group.

          (26) Aggregate Amount of Receivables: The amount of Receivables
               aggregated among all Origination Agreements (other than the
               Italian RSA and the Italian OSA) is such that the purchase price
               amounts paid by Batteries Funding in respect of such Receivables
               under each Origination Agreement to which it is a party (other
               than the Italian OSA) in the three month period commencing on the
               date of the Initial Purchase is not less than Euro 12,700,000.

          Each Originator further represents and warrants that the
          representations and warranties in this Clause 8 shall be true and
          correct on and as of each Subrogation Date and Settlement Date as
          though made on each such date and by reference to the then-existing
          circumstances.

     9.   AFFIRMATIVE COVENANTS OF each ORIGINATOR

          Until the later of the Termination Date and the Relevant Date, each
          Originator will in each of its capacities under the Relevant
          Documents, unless the Operating Agent otherwise consents:

     (A)  Compliance with Law: Comply in all material respects with all
          applicable laws, rules, regulations and orders binding on it, its
          business and assets and all Receivables and related Contracts, except
          where non-compliance would not have a material adverse effect on its
          ability to perform its obligations hereunder.

     (B)  Maintain Existence: Preserve and maintain its corporate existence.

     (C)  Access: Upon reasonable prior notice, permit the Operating Agent, or
          its agents or representatives, to visit the offices of the Originators
          during normal office hours and examine and make and take away copies
          of all books, records and documents relating to the Receivables and to
          discuss matters relating to the Receivables or any Originator's
          performance hereunder with any of the officers or employees of the
          Originators having

                                       -47-

<PAGE>

               knowledge of such matters and co-operate in the reconstruction of
               the Accounts Receivable Trial Balance pursuant to Clause 13(B).

          (D)  Maintain Records: Maintain and implement administrative and
               operating procedures (including, without limitation, an ability
               to recreate records in the event of their destruction), and keep
               and maintain, all documents, books, records and other information
               reasonably necessary or advisable for the collection of all
               Receivables (including, without limitation, records adequate to
               permit the identification on each Subrogation Date of each new
               Subrogated Receivable and the daily identification of all
               Collections of and adjustments to each existing Subrogated
               Receivable).

          (E)  Perform Contracts: Timely and fully perform and comply with all
               material provisions, covenants and other promises required to be
               observed by it under the Contracts relating to the Subrogated
               Receivables.

          (F)  Priority: Ensure that at all times the claims against it under
               this Agreement rank at least pari passu with the claims of all
               its other unsecured creditors save those whose claims are
               preferred by any bankruptcy, insolvency or other similar laws of
               general application.

          (G)  Credit and Collection Policy: Comply in all material respects
               with its Credit and Collection Policy with respect to each
               Subrogated Receivable or Receivable to be offered for subrogation
               pursuant to this Agreement and the related Contract.

          (H)  Value Added Tax: Make all relevant value added tax or other
               applicable tax payments in respect of supplies of goods or
               services pursuant to a Contract or which otherwise relate to
               Subrogated Receivables, and pay all value added tax (if any)
               payable in respect of any value added tax supply made, or input
               value added tax suffered, by the Receivables Purchaser, the
               Operating Agent or any of the Operating Agent's Affiliates with
               respect to supplies of goods or services by any Originator
               pursuant to a Contract or which otherwise relates to Subrogated
               Receivables.

          (I)  Collections: If any Originator is not acting as Sub-Servicer, (1)
               give all reasonable assistance (including the provision of
               information) to any Servicer in accordance with the provisions of
               this Agreement, and (2) remit any Collections on Subrogated
               Receivables to the Sub-Servicer within one Business Day after the
               receipt or deemed receipt thereof.

          (J)  Payment Instructions:

               (1)  (i) instruct, no later than on the Payment Notification
                    Date, the Designated Account Debtors to make payments in
                    cash, by cheques or direct transfer in respect of Subrogated
                    Receivables to the Exide Collection Account and (ii)
                    instruct each Additional Designated Account Debtor which has
                    become a Designated Debtor following the Payment
                    Notification Date, to make payments by cheques or direct
                    transfer in respect of Subrogated Receivables as of the
                    Subrogation Date immediately succeeding the Offer Date on
                    which the relevant Account Debtor has become an Additional
                    Designated Account

                                      -48-

<PAGE>

                    Debtor to the Exide Collection Account, in each case by way
                    of letter (substantially in the form set out in Schedule 12)
                    and by the insertion of a payment instruction to this effect
                    in each invoice relating to a Designated Account Debtor;

               (2)  prior to the Payment Notification Date, (i) give
                    instructions to Eligible Debtors that all promissory notes,
                    bills of exchange, effets de commerce, traites and billets a
                    ordre made in connection with Receivables are drawn for the
                    benefit of any Originator, (ii) ensure that any such
                    promissory notes, bills of exchange, lettres de change,
                    effets de commerce, traites and billets a ordre are endorsed
                    to the Receivables Purchaser and (iii) ensure that such
                    promissory notes, bills of exchange, lettres de change,
                    effets de commerce, traites and billets a ordre are cashed
                    into the Exide Collection Account; as from the Payment
                    Notification Date (i) give instructions to Eligible Debtors
                    that all promissory notes, billets a ordre made in
                    connection with Receivables are drawn for the benefit of the
                    Receivable Purchaser and (ii) ensure that such promissory
                    notes billets a ordre are cashed into the Exide Collection
                    Account.

          (K)  Bank Account: (i) prior to the Payment Notification Date, cause
               all Designated Account Debtors to pay all Collections into the
               CEAC Collection Account or Exide Collection Account, as
               applicable, referred to in Clause 8(B)19 and (ii) on and
               following the Payment Notification Date, instruct all Designated
               Debtors to pay all Collections into the Exide Collection Account
               referred to in Clause 8(B)19.

          (L)  Audit Costs: Each Originator shall pay the fees and expenses for
               up to four audits to be carried out by such accounting firm as is
               selected by the Operating Agent in respect of the Receivables
               (the scope of which to be determined by the Operating Agent,
               acting reasonably) in each financial year of any Originator, plus
               the costs of one additional audit to be conducted within 4 months
               after the execution of this Agreement. Except for such additional
               audit, any further additional audit(s) that may be required by
               the Operating Agent during any such financial year shall be for
               the Operating Agent's own account.

          (M)  Provision of Information to Exide Europe: each Originator shall
               promptly provide Exide Europe with computerised information
               regarding the Subrogated Receivables on the dates shown, and
               containing the information set forth in Schedule 8, of its
               Account Receivables Trial Balance and all such different or other
               information as the Operating Agent may reasonably determine from
               time to time to properly allow Exide Europe and/or the Operating
               Agent to identify all required information in respect of Account
               Debtors and Receivables.

          (N)  Identification of Account Debtors: each Originator shall use its
               best efforts to ensure that no later than one year from the date
               hereof:

               (1)  the Operating Agent be provided with the legal
                    identification numbers (numero Siret) of any and all Account
                    Debtors resident in France without prejudice to any other
                    information to be provided hereunder; and

                                       -49-

<PAGE>

               (2)  each computer file referred to in each Quittance Subrogative
                    provides for the relevant legal identification number
                    (numero Siret) of the relevant Account Debtors.

          (O)  CEAC Payment Account : CEAC shall only receive Subrogation Price
               on the CEAC Payment Account.

               Furthermore, and pending the provision by each Originator of the
               above numeros Siret, the Operating Agent shall be entitled, upon
               reasonable notice and at each Originator's costs, to accede the
               premises and files of the Originators in order to obtain such
               numeros Siret or to take any such steps to this effect.

          10.  NEGATIVE COVENANTS OF each ORIGINATOR and exide europe

               Until the later of the Termination Date and the Relevant Date,
               neither an Originator (in each of its capacities under the
               Relevant Documents) and (in respect of paragraph (F) below),
               Exide Europe will not, without the consent of the Operating
               Agent:

          (A)  No Disposal of Receivables: Except as otherwise provided herein,
               sell, assign (by operation of law or otherwise) or otherwise
               dispose of, or create or suffer to exist any Adverse Claim upon
               or with respect to, any Receivable subrogated or to be offered
               for subrogation under this Agreement or the related Contract, or
               assign any right to receive income in respect thereof.

          (B)  No Transfer of Business: transfer all or substantially all of its
               assets and undertaking to any person without the prior written
               consent of the Operating Agent, such consent not to be
               unreasonably withheld, unless such transfer would have no adverse
               effect on the ability of any Originator to collect and sell
               Receivables as contemplated by this Agreement.

          (C)  No Security Interest over Receivables and Contracts: No
               Originator shall create nor permit to subsist any Security
               Interest on any of its Receivables and related Contracts.

          (D)  No Amendment to Receivables: Extend, amend or otherwise modify
               the terms of any Subrogated Receivable, or amend, modify or waive
               any term or condition of any Contract related thereto, or
               commence or settle any legal action to enforce collection of any
               Subrogated Receivable without the prior written consent of the
               Operating Agent.

          (E)  No Change to Credit and Collection Policy: Make any change in the
               character of its business or in the Credit and Collection Policy,
               which change would or might, in either case, materially impair
               the collectability of any Receivable subrogated or to be offered
               for subrogation under this Agreement or the enforcement of any
               related Contract against the related Designated Account Debtor or
               any relevant Person the operation of this Agreement without the
               prior written consent of the Operating Agent.

          (F)  Cross-Indemnity: Neither Exide Europe nor any Originator shall
               amend or otherwise change the Deed of Payment Allocation and
               Cross-Indemnity dated on or about the Effective Date of the date
               hereof between Exide Europe and the Programme Sellers, except in
               respect of amendments or changes of a purely technical or
               immaterial nature

                                      -50-

<PAGE>

          which do not affect either: (i) the title of the Receivables Purchaser
          to the Subrogated Receivables transferred by way of subrogation
          pursuant to Clause 4 or (ii) the effectiveness of the Subrogation
          pursuant to Clause 4.

     11.  REPORTING REQUIREMENTS OF THE ORIGINATORS

          Until the later of the Termination Date and the Relevant Date, each
          Originator and Exide Europe (in each case in relation to matters
          relating to itself) will, unless the Operating Agent otherwise
          consents, furnish to the Operating Agent:

     (A)  Annual Accounts of Originators: As soon as available and in any event
          within 180 days after the end of each Originator's financial years, a
          copy of each Originator's audited annual accounts and (if they are
          prepared) consolidated accounts in conformity with generally accepted
          accounting principles, applied on a basis consistent with that of the
          preceding financial year.

     (B)  Annual Accounts of Exide Europe: As soon as available and in any event
          within 180 days after the end of each of Exide Europe's financial
          years, a copy of Exide Europe's annual accounts prepared (as
          appropriate) on a consolidated basis in conformity with generally
          accepted accounting principles, applied on a basis consistent with
          that of the preceding financial year, together with the report of an
          internationally recognised firm of independent auditors.

     (C)  Other Financial Information: Upon request of the Operating Agent, such
          financial information, accounts and records with respect to the
          Originators or Exide Europe which are relevant to the Programme as the
          Operating Agent may from time to time reasonably request.

     (D)  Defaults and other Events: Forthwith on becoming aware of any of the
          events described in (1), (2), (3) or (4) below or any event which,
          with the giving of notice or lapse of time or both, would constitute
          one of such events, the statement of the chief financial officer or
          chief accounting officer of any Originator or, as the case maybe,
          Exide Europe, setting out details of that event and the action which
          any Originator, or, as the case may be, Exide Europe, proposes to take
          with respect to that event:

          (1)  any Originator or Exide Europe fails to pay any principal of or
               premium or interest on any Debt in excess (in the aggregate) of
               the Euro Equivalent of $5,000,000, when the same becomes due and
               payable (whether by scheduled maturity, required prepayment,
               acceleration, demand or otherwise) and such failure shall
               continue after the applicable grace period, if any, specified in
               the agreement or instrument relating to such Debt, or any other
               default under any agreement or instrument relating to any Debt,
               or any other event, shall occur and shall continue after the
               applicable grace period, if any, specified in such agreement or
               instrument, if the effect of such failure, default or event is to
               accelerate or to permit the acceleration of the maturity of such
               Debt, or any such Debt shall be declared to be due and payable or
               required to be prepaid (other than by a regularly scheduled
               required prepayment) prior to the stated

                                       -51-

<PAGE>

           maturity thereof, or any present or future mortgage, charge or other
           security interest on or over any assets of an Originator or Exide
           Europe becomes enforceable;

     (2)   a resolution is passed or a petition is presented or an order made
           for the winding up, liquidation, dissolution, merger or consolidation
           of an Originator or Exide Europe (except for the purposes of a bona
           fide reconstruction or amalgamation with the consent of the Operating
           Agent), or a petition is presented or an order made for the
           appointment of an administrator in relation to an Originator, Exide
           Europe or a receiver, administrative receiver or manager is appointed
           over any part of the assets or undertaking of such Originator or
           Exide Europe or any event analogous, to any of the foregoing occurs
           (except, in the case where a petition is presented (i) the proceeding
           is frivolous or vexatious and (ii) the relevant Originator or Exide
           Europe is solvent and is contesting the proceeding in good faith); or

     (3)   an Early Amortisation Event occurs; or

     (4)   an Event of Default (as such term is defined in the US DIP Facility
           Agreement) occurs under the US DIP Facility Agreement.

(E)  Summary Report: Promptly, from time to time, such other information,
     documents, records or reports respecting the Receivables or the condition
     or operations, financial or otherwise, of any Originator or any member of
     the Exide Europe Group, as the Operating Agent may from time to time
     reasonably request in order to protect the interests of the Receivables
     Purchaser or the Operating Agent, including prior to 10.00 am., London time
     on each Summary Report Date, a Summary Report (with, among other things,
     the information necessary to determine the Default Ratio).

(F)  Designated Account Debtors: Within two calendar weeks after the end of each
     calendar quarter (or such frequent time as the Operating Agent may request
     in writing), each Originator shall deliver to the Operating Agent a current
     list of all Designated Account Debtors in respect of Subrogated Receivables
     and the addresses of such Designated Account Debtors.

     The obligations of each Originator to deliver reports or similar
     information to the Receivables Purchaser pursuant to this Agreement may be
     delegated by each Originator to Exide Europe, and the performance by Exide
     Europe of such obligations hereunder shall be deemed to be the performance
     by each Originator of such obligations; provided however, that each
     Originator shall remain liable for any non-performance of such obligations.

(G)  Subrogation Price: On each Settlement Date, each Originator shall deliver
     to the Operating Agent bank statements evidencing that the Subrogation
     Price has been paid to the Originator Non-Transaction Account out of the
     Exide Funding Master Account.

                                      -52-

<PAGE>

12.  SERVICER, COLLECTIONS AND RECEIVABLES PURCHASER ACCOUNT

(A)  Designation of Servicer: The Receivables Purchaser on its own behalf and as
     appointed Servicer of Batteries Funding pursuant to the Onward Receivables
     Sale Agreement appoints Citibank N.A., London Branch (the "Servicer") to
     carry out the servicing, administering and collection of the Receivables.
     Until the Operating Agent gives notice to the Servicer of a designation of
     a new Servicer, Citibank N.A., London Branch is designated as, and agrees,
     subject to the provisions of this paragraph (A), to perform the duties and
     obligations of a Servicer pursuant to the terms of this Agreement. The
     Servicer hereby delegates to each Originator in respect of the Subrogated
     Receivables originated by such Originator, its duties and obligations of
     Servicer and each such Originator (each a "Sub-Servicer") hereby agrees to
     perform the duties and obligations as the Servicer pursuant to the terms of
     this Agreement in relation to the Subrogated Receivables originated by it.
     The delegation hereby granted to each Sub-Servicer may not be terminated by
     the Sub-Servicer without the prior written consent of the Servicer and may
     be terminated at any time and without cause by the Servicer and, for so
     long as an Originator is acting as Sub-Servicer pursuant to the terms of
     this Agreement, (i) it shall perform the duties and obligations of the
     Servicer in respect of the Subrogated Receivables originated by it and (ii)
     all duties, obligations and indemnities expressed to be those of a
     "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for
     all purposes as those of the relevant Sub-Servicer. The Servicer shall not
     be liable for the performance of the duties and obligations of any
     Sub-Servicer under this Agreement and each Sub-Servicer shall be liable to
     the Operating Agent and the Receivables Purchaser for the performance of
     its duties and obligations as Sub-Servicer under this Agreement. Each
     Sub-Servicer may, without the prior consent of the Operating Agent,
     subcontract with any other Person for servicing, administering or
     collecting the Subrogated Receivables; provided, however, that such
     Sub-Servicer (a) procures to the Operating Agent that its sub-contractor
     shall not delegate the servicing duties and obligations subcontracted to it
     by the Sub-Servicer without the prior written consent of the Operating
     Agent and (b) will remain liable for the performance of its duties and
     obligations of the Sub-Servicer under this Agreement. The Operating Agent
     may at any time designate as Servicer any Person to succeed the Servicer
     (which designation shall, for the avoidance of doubt, automatically
     terminate the delegation hereby granted to the Sub-Servicer) or any
     successor Servicer, on the condition in each case that any such Person
     agrees to perform the duties and obligations of Servicer pursuant to the
     terms of this Agreement.

(B)  Duties of Servicer:

     Each Servicer:

     (1)   will take or cause to be taken all such actions as may be necessary
           or advisable to collect each Subrogated Receivable, all in accordance
           with applicable laws, rules and regulations, with reasonable care and
           diligence, and in accordance with the Credit and Collection Policy
           and the instructions of the Operating Agent. Each of the Receivables
           Purchaser and the Originators hereby appoints the Servicer as its
           agent to enforce its respective rights and

                                      -53-

<PAGE>

           interests in and under the Subrogated Receivables, the Related
           Security and the Contracts;

     (2)   will (i) prior to the Payment Notification Date, pay and cause all
           Collections to be paid directly by all Designated Account Debtors in
           the relevant Collection Account and deposit to the relevant
           Collection Account immediately upon receipt any Collection received
           not paid to such Collection Account and (ii) no later than on the
           Payment Notification Date and on each Local Business Day thereafter,
           pay and cause all Collections to be paid directly by all Designated
           Account Debtors in the Exide Collection Account and deposit to the
           Exide Collection Account immediately upon receipt any Collection
           received and not paid to such Collection Account;

     (3)   shall deliver to the Operating Agent on each Local Business Day in
           respect of any Receivables of any Designated Account Debtor not
           included in the Group of Receivables to be subrogated on any
           Settlement Date or Subrogation Date, a listing giving details of the
           corresponding invoice by invoice number and other evidence which, in
           the reasonable opinion of the Operating Agent, is sufficient to
           segregate any payment in respect of such invoices and treat them
           separate from any other Subrogated Receivables owed by such
           Designated Account Debtor or Receivables owed by it to be subrogated
           on the relevant or any succeeding Settlement Date or Subrogation
           Date(s);

     (4)   will deposit in the relevant Collection Account all Collections of
           Subrogated Receivables in accordance with this Agreement unless and
           until instructed otherwise by the Operating Agent. The Servicer shall
           segregate all cash, cheques and other instruments received by it from
           time to time constituting Collections of Subrogated Receivables as
           the Operating Agent may direct and deposit in a bank account
           designated by the Operating Agent all such cash, cheques and other
           instruments as soon as practicable and in any event on the first
           Local Business Day following receipt by the Servicer of such
           Collections and will give such payment instructions and take such
           other steps as the Operating Agent may require;

     (5)   shall take all necessary steps to ensure that payment of Collections
           in respect of Subrogated Receivables shall be made into the relevant
           Collection Account, including:

           (a)  to the extent that each Originator is acting in its capacity as
                Servicer, ensuring that all invoices delivered to Designated
                Account Debtors in relation to Subrogated Receivables shall
                include a payment instruction requiring the relevant Designated
                Account Debtor to make payment to the relevant Collection
                Account;

           (b)  ensuring that payment of a Collection in respect of a Subrogated
                Receivable by direct deposit made to or to the order of each
                Originator shall credit the relevant amount into the relevant
                Collection Account

                                      -54-

<PAGE>

                promptly upon receipt where reasonably practicable, within
                twenty-four (24) hours thereof and, in any event, within
                forty-eight (48) hours;

           (c)  ensuring that payment of a Collection in respect of a Subrogated
                Receivable by cheque made to or to the order of each Originator
                shall credit the relevant amount into the relevant Collection
                Account promptly upon receipt where reasonably practicable,
                within twenty-four (24) hours thereof and, in any event, within
                forty-eight (48) hours;

           (d)  (1) prior to the Payment Notification Date, ensuring that (i)
                payment instructions given to Designated Account Debtors in
                relation to promissory notes, bills of exchange, effets de
                commerce, billets a ordre or traites require such instruments to
                be drawn in favour of each Originator at which point the
                relevant Originator shall (ii) endorse such payment instrument
                in favour of the Receivables Purchaser and (iii) shall credit
                the relevant amount into the Exide Collection Account; (2) after
                the Payment Notification date, ensuring that bills of exchange,
                generated by each Originator are drawn with such Originator as
                tireur, Exide Funding as beneficiaire and the relevant Eligible
                Debtor as tire before such payment instruments being accepted by
                the relevant Account Debtor and that the promissory notes
                billets a ordre are issued to the order of the Receivables
                Purchaser;

           (e)  ensuring that the sums standing to the credit of the CEAC
                Collection Account and the Exide Collection Account are
                automatically transferred ( on a daily basis by the Collection
                Account Bank to the Exide Funding Master Account;

     (6)   the Servicer confirms that in accordance with the CEAC Bank Account
           Mandate and the Exide Bank Account Mandate, the Collection Account
           Bank has been instructed to make available to the Operating Agent and
           the Servicer information showing amounts received on each Local
           Business Day and standing to the credit of the Collection Accounts as
           at the close of business on that day;

     (7)   other than the transfers referred to in paragraph (6) above, the
           Servicer shall not, without the prior written consent of the
           Operating Agent, withdraw funds from the Collection Accounts or
           direct the Collection Account Bank to make any transfers from the
           Collection Accounts, except for withdrawals or transfers of cleared
           funds standing to the credit of the Collection Accounts as described
           in the CEAC Collection Account Bank Mandate and the Exide Collection
           Account Bank Mandate and provided that any such withdrawal or
           transfer would not cause the Collection Accounts to become overdrawn;

     (8)   may not extend, amend, modify or waive the terms of any Subrogated
           Receivable or amend, modify or waive any term or condition of any
           Contract related thereto where such extension, amendment,
           modification or waiver

                                      -55-

<PAGE>

           would prejudicially affect such Subrogated Receivables, unless the
           Operating Agent shall have otherwise consented in writing. Each
           Originator shall deliver to the Servicer (if such Originator has
           ceased to be a Sub-Servicer) all documents, instruments and records
           which evidence or relate to the Subrogated Receivables which the
           Operating Agent may reasonably request;

     (9)   if other than an Originator (and such Originator has ceased to be a
           Sub-Servicer), will provide to the relevant Originator all such
           information as such Originator may require for purposes of the
           Summary Report and will as soon as practicable following receipt pay
           to or to the order of such Originator the Collections of any
           Receivable which is not a Subrogated Receivable;

     (10)  if other than an Originator (and such Originator has ceased to be a
           Sub-Servicer), will as soon as practicable upon demand make available
           or (if so demanded) deliver to such Originator all documents,
           instruments and records in its possession which evidence or relate to
           Receivables of such Originator other than Subrogated Receivables, and
           copies of documents, instruments and records in its possession which
           evidence or relate to Subrogated Receivables which the Operating
           Agent may reasonably request;

     (11)  if the Operating Agent or its designee, and notwithstanding anything
           to the contrary contained in this Agreement, shall have no obligation
           to collect, enforce or take any other action described in this
           Agreement with respect to any Receivable that is not a Subrogated
           Receivable other than to turn over, make available or deliver to such
           Originator the Collections and documents with respect to any such
           Receivable as described in paragraph (5) above; and

     (12)  if, at any time, the Servicer receives any Collections in respect of
           any Subrogated Receivables and the authority of the Servicer to
           collect such Receivables has been terminated in accordance with the
           Clause 12(A) then the Servicer shall pay promptly upon receipt such
           amount to the credit of the Exide Funding Master Account.

(C)  Withdrawals: CEAC may, from time to time on any Local Business Day prior to
     the Termination Date unless and until the Operating Agent directs otherwise
     and if the aggregate face value of all Receivables available to be
     subrogated on such date (excluding all Receivables subrogated pursuant to a
     Funded Subrogation) is lower than the Available Reinvestment Funds (as
     these terms are defined in Clause 4 above), withdraw the positive
     difference between the Available Reinvestment Funds on such date and the
     aggregate Subrogation Price for all such Receivables included in the Group
     of Receivables subrogated on such date pursuant to a Reinvestment
     Subrogation (as these terms are defined in Clause 4 above) from the credit
     of the Exide Funding Master Account to the extent that such account shall
     never become overdrawn. Any amount so withdrawn (a "Withdrawal") shall be
     repaid in full on the Settlement Date falling during the Reference Period
     following immediately that in respect to (a) which the said withdrawal is
     made provided that (i) if there is a Funded Subrogation on such Settlement
     Date such repayment shall be made by transfer of cleared funds to the Exide

                                      -56-

<PAGE>

      Funding Master Account and (ii) there is no Funded Subrogation on such
      Settlement Date such repayment shall be made by transfer of cleared funds
      to the Onward Buyer Collection Account (and such payment would discharge
      CEAC's obligation to repay the withdrawals to the Receivables Purchaser)
      and (b) immediately upon the demand of the Operating Agent in the event
      that there is an Early Amortisation Event. CEAC shall not be obliged to
      pay interest on any Withdrawal.

(D)   Failure to Report: If there is a failure at any time by an Originator
      acting in its capacity as Sub-Servicer to report and quantify the amount
      of Collections received and/or the funds standing to the credit of the
      Exide Funding Master Account in respect of any Settlement Period such that
      the amounts due by an Originator and the Receivables Purchaser pursuant to
      Clauses 4(B) and (C) cannot be accurately determined (in the Operating
      Agent's reasonable opinion), there will fall due from such Originator
      (where such Originator is acting in its capacity as Sub-Servicer) to the
      Receivables Purchaser on the Settlement Date at the end of such Settlement
      Period an amount equal to the anticipated Collections in respect of such
      Settlement Period as determined by the Operating Agent, acting reasonably.
      For the purposes of this Clause 12(D), it shall be considered reasonable
      for the Operating Agent to anticipate that all Collections due during such
      Settlement Period were received by the Collection Agent during such
      Settlement Period. The Receivables Purchaser shall deposit such amount
      into the Temporary Adjustment Account. Upon the Operating Agent becoming
      satisfied that a proper assessment of the amounts due has been made, there
      shall be an adjustment in accordance with such assessment, by way of
      repayment from the Receivables Purchaser (provided the Termination Date
      has not occurred) or by way of further payment by such Originator, as
      required and such adjusted sum shall be treated for all purposes under
      this Agreement as the Collections received during such Settlement Period.
      Provided that such failure by an Originator acting in its capacity as
      Sub-Servicer does not last longer than two consecutive Settlement Periods
      and the provisions of this Clause 12(D) are complied with, such failure
      shall not by itself constitute an Early Amortisation Event.

13.   PROTECTION OF THE RECEIVABLES PURCHASER'S RIGHTS

(A)   Notice of Subrogation: Notwithstanding the notification made prior to the
      Payment Notification Date, the Operating Agent may at any time on behalf
      of the Receivables Purchaser (and each Originator following the Operating
      Agent's request shall) notify the Designated Account Debtors, or any of
      them, of Subrogated Receivables of the Receivables Purchaser's ownership
      of the Subrogated Receivables and the Collections of the Subrogated
      Receivables and direct (or cause the relevant Originator to direct) all
      the Account Debtors of Subrogated Receivables, or any of them, that
      payment of all amounts payable under any such Subrogated Receivable be
      made directly to the Operating Agent or its designee.

(B)   Reconstruction of Accounts Receivable Trial Balance: If at any time any
      Originator does not (i) generate an Accounts Receivable Trial Balance on
      the Determination Date immediately preceding each Settlement Date, or (ii)
      provide the information to Exide

                                      -57-

<PAGE>

     Europe referred to in Clause 8, the Operating Agent will have the right to
     reconstruct that Accounts Receivable Trial Balance or such information so
     that a determination of the Subrogated Receivables can be made, and such
     reconstruction will be conclusive (in the absence of manifest error) for
     the purposes of determining Subrogated Receivables.

(C)  Operating Agent's Right to Perform: If any Originator fails to perform any
     of its agreements or obligations under this Agreement, the Operating Agent
     may (but shall not be required to) itself perform, or cause performance of,
     such agreement or obligation.

(D)  Power of Attorney: Without prejudice to the provisions of Clauses 12(A) to
     (D), the Receivables Purchaser and each Originator irrevocably constitute
     and appoint the Operating Agent, with full power of substitution, as their
     true and lawful attorney and agent, with full power and authority in their
     name or otherwise, and in their place and stead, and for their use and
     benefit at any time after the occurrence of an Early Amortisation Event to
     take such action as it may deem necessary or desirable in order to protect
     the interests of as applicable the Receivables Purchaser and/or the
     Lenders, and/or the Operating Agent to perfect title to any of the
     Subrogated Receivables, or Related Security, including the redirection of
     mail and the endorsement of drafts, cheques and other payment media, to
     perform any agreement or obligation of each Originator under or in
     connection with this Agreement and/or under the CEAC Collection Account
     Bank Mandate, and to exercise all other remedies of any Originator under
     this Agreement or existing at law. In furtherance of the power herein
     granted, each Originator will assist and co-operate with the Operating
     Agent and provide such facilities as the Operating Agent may request. The
     power of attorney hereby granted is irrevocable (mandat d'interet commun)
     and will extend to and be binding upon the successors and assigns of such
     Receivables Purchaser or such Originator, as the case may be. The
     Originators hereby agree that they shall execute the Power of Attorney set
     out in Schedule 15 in respect of their obligations under this Clause 13(D).

14.  RESPONSIBILITIES OF THE ORIGINATORS

     Anything herein to the contrary notwithstanding:

(A)  Perform Contracts: Each Originator will perform all its obligations under
     the Contracts related to the Subrogated Receivables to the same extent as
     if such Subrogated Receivables had not been sold pursuant to this Agreement
     and the exercise by either the Operating Agent or the Receivables Purchaser
     of its rights hereunder will not relieve the relevant Originator from such
     obligations.

(B)  Exoneration of Receivables Purchaser and Operating Agent: None of the
     Receivables Purchaser nor the Operating Agent will have any obligation or
     liability with respect to any Subrogated Receivables, any related Security
     or related Contracts, nor will the Receivables Purchaser, or the Operating
     Agent be obliged to perform any of the obligations of the Originators
     thereunder.

                                      -58-

<PAGE>

(C)  Marking: Each Originator will mark clearly and unambiguously its ordinary
     business records, including without limitation its master data processing
     records, relating to the Subrogated Receivables with a legend acceptable to
     the Operating Agent indicating that such Subrogated Receivables are owned
     by the Receivables Purchaser. Each Originator agrees that from time to time
     it will promptly execute and deliver all instruments and documents, and
     take all further action that the Operating Agent may reasonably request in
     order to perfect, protect or more fully evidence the Receivables
     Purchaser's ownership interest in the Subrogated Receivables, the
     Collections and the Related Security and pending such time will keep an up
     to date record of all Subrogated Receivables.

(D)  Third Party Servicer: At any time following the designation of a Servicer
     other than Citibank N.A., London Branch or the termination of the
     delegation granted to any Sub-Servicer pursuant to Clause 12 (A):

     (1)  Each Originator will, at the Operating Agent's request, (a) assemble
          all the documents, instruments and other records (including, without
          limitation, computer tapes and disks) which evidence the Subrogated
          Receivables, and the related Contracts and Related Security, or which
          are otherwise necessary or desirable to collect such Subrogated
          Receivables, and will make the same available to the Operating Agent
          at a place selected by the Operating Agent or its designee or (if so
          requested) deliver the same to the Operating Agent (or as it may
          direct), and (b) segregate all cash, cheques and other instruments
          received by it from time to time constituting Collections of
          Subrogated Receivables in a manner acceptable to the Operating Agent
          and will, promptly upon receipt, remit all such cash, cheques and
          instruments, duly endorsed or with duly executed instruments of
          transfer, to the Operating Agent or its designee.

     (2)  Each Originator authorises the Operating Agent to take any and all
          steps in its name and on behalf of it necessary or desirable, in the
          determination of the Operating Agent, to collect all amounts due under
          any and all Subrogated Receivables and each Originator shall take all
          such steps with the relevant Collection Account Bank to this effect,
          including, without limitation, for the purpose of endorsing the
          relevant Originator's name on cheques and other instruments
          representing Collections and enforcing such Subrogated Receivables and
          the related Contracts and Related Security.

(E)  Value Added Tax: For the purpose of ensuring recoupment of any value added
     tax forming part of a Subrogated Receivable:

     (1)  all or part of which remains unpaid after the statutory period for
          purposes of claiming bad debt relief has elapsed;

     (2)  (without prejudice to Clause 5(D) which on the Outstanding Balance of
          which is or would be, reduced, adjusted or cancelled by any Originator
          and/or any

                                      -59-

<PAGE>

          other Person whether as a result of matters in Clause 5 (D) or for any
          other reason,

     each Originator will use its reasonable endeavours to recover such value
     added tax (or the appropriate part thereof) from the appropriate tax
     authorities, as agent of the Receivables Purchaser, and promptly remit it
     to the Receivables Purchaser and, until so remitted, will hold for the
     Receivables Purchaser any dividend received or value added tax recovered by
     it in respect thereof (and any such dividend or recovery will be and be
     treated as a Collection). Each Originator will make such accounting
     write-offs and transfers and raise such Credit Notes as may be necessary or
     desirable for this purpose, and take all such other steps as may be
     requested by the Operating Agent may give written notice to the Operating
     Agent that each Originator wishes to repurchase any such Subrogated
     Receivable by way of subrogation from the Receivables Purchaser pursuant to
     Article 1250-1 of the French Civil Code solely for the purpose of
     facilitating recoupment of such value added tax.

15.  AGENCY AND INDEMNITIES

(A)  Agency: In acting under this Agreement the Operating Agent shall have only
     such duties, obligations and responsibilities as are expressly set out in
     this Agreement (and such other duties, obligations and responsibilities as
     are reasonably incidental) and acts solely as agent of the Receivables
     Purchaser. However, without prejudice to the generality of the foregoing,
     only the Operating Agent shall be entitled to receive and retain fees and
     other amounts (including indemnification under this Clause 15) payable to
     the Operating Agent for its own account.

(B)  Indemnities by the Originators and Exide Europe: The Originators and (in
     relation to matters relating to itself) Exide Europe agree to indemnify the
     Receivables Purchaser, the Operating Agent and their respective Affiliates
     and the Servicer (if any Originator has ceased to be a Sub-Servicer) from
     and against any and all damages, losses, claims, liabilities and related
     reasonable costs and expenses, including attorneys' fees and disbursements
     together with VAT thereon (all of the foregoing being collectively referred
     to as "Indemnified Amounts") awarded against or incurred by any of them
     arising out of or relating to this Agreement or the ownership of Subrogated
     Receivables, excluding, however, (a) such amounts resulting from gross
     negligence (faute lourde) or wilful misconduct (dol) on the part of the
     Person who would otherwise be entitled to claim such indemnification or (b)
     recourse (except as otherwise specifically provided in this Agreement) for
     uncollectible Subrogated Receivables or for losses arising out of late
     Collections. Without limiting the foregoing, Indemnified Amounts include
     amounts relating to or resulting from:

     (1)  reliance on any representation or warranty made or deemed made by any
          Originator (in any of its capacities under the Relevant Documents) or
          Exide Europe under or in connection with this Agreement, or any other
          information or report delivered by such Originator (in any of its
          capacities under the Relevant Documents) pursuant to this Agreement,
          which shall have been false or incorrect in any material respect when
          made or deemed made or delivered

                                      -60-

<PAGE>

     (to the extent that such amounts have not already been recovered by the
     applicable indemnified party pursuant to Clause 5(D));

(2)  the failure of any Originator (in any of its capacities under the Relevant
     Documents) or Exide Europe to comply with any term, provision or covenant
     contained in this Agreement or with any applicable law, rule or regulation
     with respect to any Receivable, the related Contract or the Related
     Security, or the nonconformity of any Receivable or the related Contract or
     the Related Security with any such applicable law, rule or regulation;

(3)  the failure to vest and maintain vested in the Receivables Purchaser
     ownership of each Subrogated Receivable, free and clear of any Adverse
     Claim whether existing at the time of the Subrogation of such Receivable or
     at any time thereafter, excluding any such Adverse Claim created by the
     Receivables Purchaser;

(4)  any dispute, claim, offset or defence (other than discharge in bankruptcy
     or winding up by reason of insolvency or analogous event of the Designated
     Account Debtor) of the Designated Account Debtor to the payment of any
     Receivable which is a Subrogated Receivable (including, without limitation,
     a defence based on such Receivable or the related Contract not being a
     legal, valid, binding and enforceable obligation of such Designated Account
     Debtor), or any other claim resulting from the sale of the goods or
     services related to such Receivable or the furnishing or failure to furnish
     such goods or services;

(5)  any failure of any Originator (in any of its capacities under the Relevant
     Documents) or Exide Europe, to perform its duties or obligations in
     accordance with the provisions of this Agreement;

(6)  Batteries Funding (as such term is defined in the Onward Receivables Sale
     Agreement), makes a request for a Loan and/or contracts for a foreign
     exchange transaction to fund any anticipated Subrogation and such
     Subrogation does not in fact take place as a result of the relevant
     Originator not delivering a Quittance Subrogative, the operation of Clause
     3 or any other provision of this Agreement, or a subrogation of Receivables
     not being effected in relation to a Quittance Subrogative by reason of any
     event described in Clause 9(E) or any breach by any Originator (in whatever
     capacity) or Exide Europe of any of its obligations under or in connection
     with this Agreement;

(7)  any products liability claim, or personal injury or property damage claim,
     or other similar or related claim or action of whatever sort arising out of
     or in connection with goods, merchandise or services which are the subject
     of any Receivable or Contract; and

                                      -61-

<PAGE>

     (8)  the transfer of an ownership interest in any Receivable other than an
          Eligible Receivable (to the extent that such amounts have not already
          been recovered by the applicable indemnified party pursuant to Clause
          5(D)).

     The Operating Agent will provide the Originators with a certificate or
     certificates showing in reasonable detail the basis for the calculation of
     Indemnified Amounts claimed under this Clause 15 provided, for the
     avoidance of doubt, that the provision of such certificate or certificates
     shall not be a condition for the making of any claim under this Clause 15.

(C)  Costs Increased costs and gross-up for withholding tax under the Facilities
     Agreement and the Currency Exchange Agreement: Each Originator hereby
     agrees from time to time to indemnify the Receivables Purchaser for, and to
     pay to it on demand of the Operating Agent, an amount equal to all costs,
     increased costs, indemnities, tax, tax gross-up, tax indemnities, default
     interest and all other amounts (other than interest and principal payments)
     which are required to be paid by the Receivables Purchaser under and in
     accordance with the terms of the Onward Receivables Sale Agreement.

(D)  Judgment Currency: Each reference in this Agreement to a specific currency
     is of the essence. The obligation of each Originator (in any of its
     capacities under the Relevant Documents) or Exide Europe in respect of any
     sum due from it to the Operating Agent or the Receivables Purchaser under
     this Agreement will, notwithstanding any judgment in any other currency, or
     any bankruptcy or winding up by reason of insolvency or analogous event of
     the Originators or Exide Europe, be discharged only to the extent that on
     the Local Business Day following receipt by the Operating Agent or the
     Receivables Purchaser of any sum adjudged or determined to be so due in
     such other currency, the Operating Agent could in accordance with normal
     banking procedures purchase the currency specified in this Agreement with
     such other currency. If the amount of currency so purchased is less than
     the amount of the specified currency originally due to the Operating Agent
     or the Receivables Purchaser, each of the Originators and Exide Europe
     agrees, as a separate obligation and notwithstanding any such judgment,
     bankruptcy, winding up or analogous event, to indemnify the Operating Agent
     and the Receivables Purchaser against such loss.

(E)  Payment: Any amounts subject to the indemnification provisions of Clause
     15(B), (C) or (D) shall be paid by each Originator or Exide Europe to the
     Operating Agent within two Programme Business Days following the Operating
     Agent's demand therefor.

(F)  After Tax Amount: In the event that any taxing authority seeks to charge to
     tax any sum paid to the Receivables Purchaser or the Operating Agent or any
     of their respective Affiliates as a result of the indemnities or other
     obligations contained herein or impose a requirement on the payer of such
     indemnity to deduct tax, then the amount so payable shall be grossed up by
     such amount as will ensure that after payment of the tax so charged there
     shall be left a sum equal to the amount that would otherwise be payable
     under such indemnity or obligation.

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<PAGE>

16.  AMENDMENTS, ETC.

(A)  Amendments and Waivers: No amendment or waiver of any provision of this
     Agreement nor consent to any departure by the Originators therefrom shall
     in any event be effective unless the same shall be in writing and signed by
     (1) each Originator, the Receivables Purchaser and the Operating Agent with
     respect to an amendment, or (2) each Originator, the Receivables Purchaser
     or the Operating Agent, as the case may be, with respect to a waiver or
     consent by it, and then such waiver or consent shall be effective only in
     the specific instance and for the specific purpose for which given.

(B)  Entire Agreement: This Agreement contains a final and complete integration
     of all prior expressions by the parties with respect to the subject matter
     of this Agreement and constitutes the entire agreement among the parties
     with respect to the subject matter of this Agreement, superseding all prior
     oral or written understandings.

17.  NOTICES

     All notices and other communications provided for under this Agreement
     shall, unless otherwise stated in this Agreement, be in writing in the
     English language (including telex and fax communication) and mailed (first
     class, postage paid) or delivered to each party at its address set out
     under its name on the execution pages of this Agreement or at such other
     telex or fax number or address as may be designated by such party in a
     written notice to the other parties. All such notices and communications
     will be effective (other than in respect of a Quittance Subrogative
     delivered pursuant to Clause 4(A.bis), (i) in the case of written notice,
     five days after being deposited in the post, or (ii) in the case of notice
     by telex, when telexed against receipt of answer back, or (iii) in the case
     of notice by fax, at the time of transmission unless served on a day which
     is not a Local Business Day or after 5.00 pm at the place in which the
     recipient is located, in which case it will be effective at 9.00 am at the
     place in which the recipient is located on the following Local Business
     Day. In each case notice must be addressed as aforesaid.

18.  NO WAIVER: REMEDIES

(A)  No Waiver: No failure on the part of the Receivables Purchaser, each
     Originator (in any of its capacities under the Relevant Documents) or the
     Operating Agent to exercise, and no delay in exercising, any right
     hereunder shall operate as a waiver thereof, nor shall any single or
     partial exercise of any right or remedy preclude any other or further
     exercise thereof or the exercise of any other right or remedy. The remedies
     in this Agreement are cumulative and not exclusive of any remedies provided
     by law.

(B)  Set Off: Without limiting the provisions of Clause 18(A) the Receivables
     Purchaser and the Operating Agent are hereby authorised by the Originators
     and Exide Europe at any time after the Originators or Exide Europe are in
     default of their obligations under this Agreement or an Early Amortisation
     Event has occurred, to set off and apply, and/or to instruct Citibank or
     any of Citibank's Affiliates to set off and apply any and

                                      -63-

<PAGE>

     all deposits at any time held and any other indebtedness at any time owing
     (whether general or special, time or demand, provisional or final and in
     whatever currency) by the Receivables Purchaser, the Operating Agent,
     Citibank; or, as the case may be, any such Affiliate to or for the credit
     of the account of the Receivables Purchaser against any and all of the
     reciprocal claims arising from the obligations of the Originators or Exide
     Europe (in any of their capacities under the Relevant Documents), now or
     hereafter existing under this Agreement, to the Receivables Purchaser or
     the Operating Agent or their respective successors and assigns or, as the
     case may be, now or hereafter due or owing on any account to Citibank or
     any of Citibank's Affiliates (and for this purpose to convert one currency
     into another), provided set off is never applied to the Subrogation Price.

19.  BINDING EFFECT: ASSIGNABILITY

(A)  Successors and Assigns: This Agreement is binding upon and enures to the
     benefit of (1) each Originator, Exide Europe and any of their successors
     and permitted assignees in accordance with Clause 19(B); (2) the
     Receivables Purchaser and also in relation to the benefit, but not the
     burden of this Agreement, each Person to whom the Receivables Purchaser has
     for the time being in accordance with Clause 19(C)(2) or (3) granted or
     assigned (or agreed to grant or assign) all or part of any Subrogated
     Receivable (or any participation or interest, whether proprietary or
     contractual, in or in respect of all or part of any Subrogated Receivable )
     and/or all or any of its rights, benefits and interest in or under this
     Agreement and their respective successors and assignees; and (3) Citibank
     and its successors as Operating Agent (and the terms "Originator", "Exide
     Europe", "Receivables Purchaser" and "Operating Agent" shall be construed
     accordingly).

(B)  Each Originator and Exide Europe: Neither an Originator nor Exide Europe
     may assign any of its rights, benefits or interest in or under this
     Agreement except with the prior consent of the Operating Agent.

(C)  The Receivables Purchaser: The Receivables Purchaser may assign all or part
     of any Subrogated Receivables and/or all or any of its rights, benefits and
     interest in or under this Agreement in accordance with the Onward
     Receivables Sale Agreement.

(D)  Additional Originators: The Operating Agent may, in its sole and absolute
     discretion, at the request of Exide Europe, admit a member of the Exide
     Europe Group as an Originator under this Agreement (for the purposes of
     this Clause 19(D), such party shall be referred to as the "Additional
     Originator"). In addition to the discretion of the Operating Agent, the
     admission the Additional Originator shall also be subject to the following
     conditions precedent:

     (1)  the Operating Agent receives the documents and information specified
          in Schedule 5 in respect of the Additional Originator, each in form
          and substance satisfactory to the Operating Agent;

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<PAGE>

     (2)  the Additional Originator, the Originator and the Receivables
          Purchaser have delivered to the Operating Agent a duly completed and
          executed Admission of Additional Originator in the form attached as
          Schedule 10 (together with confirmation of the due execution, in form
          and substance satisfactory to the Operating Agent) and the Operating
          Agent has indicated its consent by execution of the Admission of
          Additional Originator; and

     (3)  Exide Europe shall have confirmed in writing to the Operating Agent
          that the Letter of Undertaking shall apply, on the terms stated
          therein, to all of the obligations of the Additional Originator under
          the Programme;

     upon which time the Additional Originator shall be deemed to be a party to
     this Agreement from and after the next Settlement Date subsequent to the
     execution of the Admission of Additional Originator by the Operating Agent,
     and the Additional Originator shall be under the same obligations towards
     each of the other parties to this Agreement as if it had been an original
     party hereto as an "Originator" and a "Sub-Servicer",

     Provided, however, that all the above provisions of this Clause 19 shall be
     subject to applicable provisions of the French banking law.

20.  FURTHER ASSURANCE - RESTRUCTURING

     The Originators and Exide Europe hereby agree that:

(A)  in the event that it receives notice from the Operating Agent for the
     purpose of amending the existing Programme on the basis that:

     (1)  the Receivables which are the subject of this Agreement will be first
          purchased from the Originators by a French fonds commun de creances
          (the "FCC"), such purchases to be funded by the subscription or
          purchase by Batteries Funding of units issued by the FCC; or

     (2)  the Receivables which are the subject of the Italian RSA will be first
          purchased by a company set up pursuant to law 130 of 30 April 1999 in
          Italy (the "Law 130 Company"), such purchases to be funded by the
          subscription or purchase by Batteries Funding of notes issued by the
          Law 130 Company,

     upon commercial terms consistent with those applicable under the applicable
     Programme (save in relation to additional costs arising as a result of the
     involvement of a FCC, a Law 1/1999 Bank and/or a Law 130 Company), the
     Originators and Exide Europe undertakes to the Operating Agent and the
     Receivables Purchaser that it will enter into such arrangements, documents
     and agreements as are necessary or desirable, in the opinion of the
     Operating Agent (acting reasonably), for the purposes of giving effect to
     the transactions set out in paragraphs (1) and (2) and ensuring consistency
     between such transactions and the other transactions contemplated under the
     Programme.

                                      -65-

<PAGE>

(B)  if, by reason of any change (a) in any law or regulation or in its
     interpretation or application or (b) in the generally recognised market
     practice after the date hereof (in each case as evidenced by legal advice
     from a reputable law firm delivered by the Operating Agent to Exide
     Europe), the Operating Agent determines that the interests of Batteries
     Funding and/or the Operating Agent under the Programme may be affected as a
     result of such change, then the parties to this Agreement, acting in good
     faith, shall co-operate with a view to restructuring this Agreement, the
     other Relevant Documents and the transactions contemplated herein and
     therein upon such terms and conditions as would result in the interests of
     Batteries Funding and/or the Operating Agent to be protected, to the best
     extent possible under applicable law, in the same manner as if that change
     had not occurred.

     All fees, costs and expenses (including legal fees) arising as a result of
     any of the event described in paragraph (A) and (B) will be borne by the
     Originators.

21.  TERMINATION

     This Agreement will create and constitute the continuing obligations of the
     parties in accordance with its terms, and will remain in full force and
     effect until such time, after the Termination Date, as all Programme
     Capital of all Groups of Receivables has been reduced to zero and all Yield
     (as aggregated among all Origination Agreements), Programme Costs and other
     fees due under this Agreement or the Fees Letters have been paid; provided,
     however, that the rights and remedies with respect to any breach of any
     representation and warranty made by any Originator in or pursuant to this
     Agreement, the provisions of Clause 21 and the indemnification and payment
     provisions of this Agreement will be continuing and will survive any
     termination of this Agreement in respect of those Subrogated Receivables
     outstanding on the Termination Date.

22.  NO PROCEEDINGS

(A)  Receivables Purchaser: Each Originator, Exide Europe and the Offer Agent
     (if not Exide Europe) each hereby agree that they will not institute
     against the Receivables Purchaser any bankruptcy, insolvency or similar
     proceeding until all amounts owing by Batteries Funding under the
     Facilities Agreement and the Currency Exchange Agreement have been paid in
     full and that no recourse shall be made for the payment of any amount owing
     hereunder or claims arising out of or based upon the Relevant Documents
     against any member, equity holder, employee, officer, director or affiliate
     of the Receivables Purchaser.

23.  SEVERABILITY

     Severability: If any provision in or obligation under this Agreement shall
     be invalid, illegal or unenforceable in any jurisdiction, the validity,
     legality and enforceability of the remaining provisions or obligations
     under this Agreement, or of such provision or obligation in any other
     jurisdiction, shall not be affected or impaired thereby.

24.  CONFIDENTIALITY

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(A)  Unless otherwise required by applicable law or regulation, or as requested
     by any regulator or tribunal with competent jurisdiction over, or over any
     business of, the relevant party, and subject to Clause 23(B) below, each of
     the parties agrees to maintain the confidentiality of this Agreement and
     any information transmitted pursuant to this Agreement in its
     communications with third parties and otherwise.

(B)  The provisions of Clause 23(A) shall not apply:

     (1)  to the disclosure of any information which is or becomes public
          knowledge other than as a result of the conduct of the recipient;

     (2)  to the disclosure of any information to the Finance Parties (as
          defined in the Facilities Agreement) under the Facilities Agreement
          (including any participant, potential participant or potential Lender
          thereunder), the Swap Counterparty and any secured party under the
          Deed of Charge (as defined in the Facilities Agreement), any FCC
          (including the custodian and the management company thereof) and/or
          Law 130 Company set-up pursuant to Clause 20 and the Rating Agencies
          (including their officers, employees, agents and advisers), provided
          that such Persons will hold that information confidential on the same
          basis as the Operating Agent;

     (3)  to the disclosure of any written consent of the parties hereto.

25.  GOVERNING LAW AND JURISDICTION

(A)  Governing Law: This Agreement is governed by, and shall be construed in
     accordance with, the laws of France.

(B)  Consent to Jurisdiction: The Parties hereto irrevocably agree that the
     Tribunal de Commerce de Paris shall have the exclusive jurisdiction to hear
     and determine any suit, action or proceeding, and to settle any disputes,
     which may arise out of or in connection with this Agreement and, for such
     purposes, irrevocably submits to the jurisdiction of such court.

                                      -67-

<PAGE>

                                   SCHEDULE 1
                          CREDIT AND COLLECTION POLICY

                                       -68-

<PAGE>

                                   SCHEDULE 2
                          FORM OF SETTLEMENT STATEMENT

                                      -69-

<PAGE>

                                   SCHEDULE 3
                             FORM OF SUMMARY REPORT

                                       -70-

<PAGE>

                                   SCHEDULE 4
                                    Part A
                      CEAC COLLECTION ACCOUNT BANK MANDATE

                                       -71-

<PAGE>

                                     PART B
                      EXIDE COLLECTION ACCOUNT BANK MANDATE

                                       -72-

<PAGE>

                                     Part C
                          AMENDMENT LETTERS IN RESPECT
                       OF COLLECTION ACCOUNT BANK MANDATES

                                       -73-

<PAGE>

CEAC, Compagnie Europeenne d'Accumulateurs S.A.S.

Eureka Securitisation Plc

Batteries Funding Limited

                                                BNP Paribas
                                                41, rue Baudin
                                                92300 Levallois-Perret

                                                          Paris, le [.] mai 2002

Messieurs,

Nous nous referons a la Convention d'ouverture du compte n(degrees)
30004/02146/00010261143/74 intitule "Compte de Recouvrement d'Affectation
Speciale au profit de Eureka".

En vertu de contrats devant etre conclus courant mai 2002, les creances
subrogees mentionnees dans la Convention seront transferees a la societe
Batteries Funding Limited.

Par consequent, Batteries Funding Limited viendra aux droits de Eureka au titre
de la Convention, sans creer aucune obligation nouvelle ou supplementaire a la
charge de BNP Paribas.

Lors de la prise d'effet de ces engagements, le compte devra etre intitule
"Compte de Recouvrement d'Affectation Speciale au profit de Batteries Funding
Limited".

Le virement permanent mentionne a l'article V. de la Convention devra etre
effectue sur le compte numero 30004/02146/00010261046/74 ouvert dans les livres
de BNP Paribas par la societe Exide Europe Funding Limited.

Nous vous prions de bien vouloir nous marquer votre acceptation des presentes,
dont nous vous notifierons la date de prise d'effet ulterieurement, en nous
retournant la copie des presentes ci-jointe signee a l'adresse suivante:

CEAC, Compagnie Europeenne d'Accumulateurs S.A.S.

5-7, allee des Pierres Mayettes

92230 Gennevilliers

Nous vous prions d'agreer, Messieurs, l'expression de notre consideration
distinguee.

                                      -74-

<PAGE>

CEAC, Compagnie Europeenne d'Accumulateurs S.A.S.

Par:

Qualite:


------------------------


Eureka Securitisation Plc

Par:

Qualite:


------------------------


Batteries Funding Limited

Par:

Qualite:

------------------------


Accepte le [ ] mai 2002 par:

BNP Paribas

Par:

Qualite:


------------------------

                                      -75-

<PAGE>

Exide Europe Funding Limited

CEAC, Compagnie Europeenne d'Accumulateurs S.A.S.

Eureka Securitisation Plc

Batteries Funding Limited

                                                      BNP Paribas
                                                      41, rue Baudin
                                                      92300 Levallois-Perret

                                                          Paris, le [ ] mai 2002

Messieurs,

Nous nous referons a la Convention d'ouverture du compte n(degrees)
30004/02146/00010260949/74 intitule "Compte de Recouvrement d'Affectation
Speciale au profit de Eureka".

En vertu de contrats devant etre conclus courant mai 2002, les creances
subrogees mentionnees dans la Convention seront transferees a la societe
Batteries Funding Limited.

Par consequent, Batteries Funding Limited viendra aux droits de Eureka au titre
de la Convention, sans creer aucune obligation nouvelle ou supplementaire a la
charge de BNP Paribas.

Lors de la prise d'effet de ces engagements, le compte devra etre intitule
"Compte de Recouvrement d'Affectation Speciale au profit de Batteries Funding
Limited".

Le virement permanent mentionne a l'article V. de la Convention devra etre
effectue sur le compte numero 30004/02146/00010261046/74 ouvert dans les livres
de BNP Paribas par Exide Europe Funding Limited.

Nous souhaiterions egalement que le compte ne soit plus affecte exclusivement a
l'encaissement de sommes reglees sous forme d'effets de commerce mais a tous
modes de reglements en euros.

Nous vous prions de bien vouloir nous marquer votre acceptation des presentes,
dont nous vous notifierons la date de prise d'effet ulterieurement, en nous
retournant la copie des presentes ci-jointe signee a l'adresse suivante:

Exide Europe Funding Limited

22 Grenville Street,

St. Helier

Jersey JEA 8PX

Channel Islands

                                      -76-

<PAGE>

Nous vous prions d'agreer, Messieurs, l'expression de notre consideration
distinguee.

Exide Europe Funding Limited

Par:

Qualite:

------------------------


CEAC, Compagnie Europeenne d'accumulateur S.A.S.

Par:

Qualite:


------------------------


Eureka Securitisation Plc

Par:

Qualite:


------------------------


Batteries Funding Limited

Par:

Qualite:

                                      -77-

<PAGE>

------------------------

Accepte le [ ] mai 2002 par:

BNP Paribas

Par:

Qualite:


------------------------

                                      -78-

<PAGE>

                                   SCHEDULE 5
                          INITIAL CONDITIONS PRECEDENT

(a)     A certified copy of the resolutions of the board of directors (or
        analogous body) of each Originator approving this Agreement and the
        other documents to be delivered by it and the transactions contemplated
        in this Agreement.

(b)     Certified copies of the memorandum and articles of association (Statuts)
        of each Originator.

(c)     A certificate of an appropriate officer of each Originator certifying
        the names and true signatures of the officers authorised on its behalf
        to sign this Agreement and the other documents to be delivered by it (on
        which certificate the Operating Agent may conclusively rely until such
        time as the Operating Agent receives from each Originator a revised
        certificate meeting the requirements of this paragraph (c)).

(d)     Amendment letter in respect of CEAC Collection Account Bank Mandate duly
        executed by CEAC, Eureka Securitisation Plc, Batteries Funding Ltd and
        BNP Paribas.

(e)     Amendment letter in respect of Exide Collection Account Bank Mandate
        duly executed by the Receivables Purchaser, CEAC, Eureka Securitisation
        Plc, Batteries Funding Ltd and BNP Paribas;

(f)     A favourable opinion of legal advisers to the Operating Agent as to sale
        of Receivables and other relevant matters, in such form as the Operating
        Agent may reasonably require.

(g)     A favourable opinion of legal advisers to each Originators as to
        capacity and corporate powers of the relevant Originator in such form as
        the Operating Agent may reasonably require

(h)     Letter of Undertaking from Exide Europe in a form acceptable to the
        Operating Agent, plus a favourable opinion of legal advisers to the
        Operating Agent as to the execution and enforceability of the Letter of
        Undertaking.

(i)     A favourable opinion of legal advisers to Exide Europe as to capacity
        and corporate powers of Exide Europe in such form as the Operating Agent
        may reasonably require.

(j)     A Directors' Certificate from the directors of each Originator and Exide
        Europe in relation to the solvency of such Originator and a certificate
        from the directors and Exide Europe in relation to the solvency of Exide
        Europe in form and substance satisfactory to the Operating Agent.

(k)     Execution of the Relevant Documents (as defined in each Origination
        Agreements) and all documentation to be delivered therewith.

(l)     Satisfactory review by the Operating Agent of each Originator's billing
        and collection operations and reporting systems and implementation of
        any additional receivable

                                      -79-

<PAGE>

        tracking and reporting systems in form and substance satisfactory to the
        Operating Agent.

(m)     Preparation of a written Credit and Collection Policy by each
        Originator, in form and substance satisfactory to the Operating Agent.

(n)     The Operating Agent has received such other approvals, opinions or
        documents as it may reasonably request.

(o)     A direction from Exide Europe or each Originator with regard to the
        payment of Citibank's (on its behalf), the Operating Agent's and
        Batteries Funding's legal costs (together with disbursements and VAT) in
        form and substance satisfactory to the Operating Agent.

(p)     Enigma Licence Agreement duly executed by Exide Europe.

(q)     Satisfaction of all Initial Conditions Precedent set forth in Schedule 2
        to the Facilities Agreement.

(r)     Execution of the Currency Exchange Agreement.

(s)     Execution of the Deed of Payment Allocation and Cross-Indemnity.

                                      -80-

<PAGE>

                                   SCHEDULE 6
                          FORM OF QUITTANCE SUBROGATIVE

                 (Article 1250-1(degrees) du Code Civil Francais)

To:      Exide Europe Funding Limited
         22 Grenville Street
         St Helier
         Jersey JEA 8PX

         Citibank, N.A., London Branch
         336 Strand
         London WC2R 1HB

CONFORMEMENT AUX DISPOSITIONS D'UNE CONVENTION INTITULEE "RECEIVABLES
SUBROGATION AGREEMENT" en date du 6 juin 1997, modifiee en date du 24 mai 2002,
entre CEAC, Compagnie Europeenne d'Accumulateurs S.A.S., Exide Europe Funding
Ltd et Citibank N.A.

LE SOUSSIGNE

Exide Holding Europe, une Societe Anonyme, ayant son siege social a 5-7 Allee
des Pierres Mayettes, 92636 Gennevilliers Cedex, France (the "Offer Agent")
agissant au nom et pour le compte de:

CEAC, Compagnie Europeenne d'Accumulateurs S.A.S. societe anonyme domiciliee a
5-7 allee des Pierres Mayettes, 92230 Gennevilliers, immatriculee au Registre du
Commerce et des Societes de Nanterre sous le numero B 682 030 895 representee
par [], dument habilite a l'effet des presentes ("CEAC").

DECLARE PAR LES PRESENTES, QU'A LA DATE DU [...] (to be completed by the
Operating Agent), DATE DE PAIEMENT EFFECTIF

PAR EXIDE EUROPE FUNDING Ltd

DE LA SOMME DE [...] euros.

EXIDE EUROPE FUNDING LTD sera subroge dans tous les droits, actions, privileges
ou hypotheques de chacune des creances detenues par CEAC telles que ces creances
sont identifiees et decrites dans un fichier transmis ce jour a Citibank N.A.,
succursale de Londres, agissant en tant que Operating Agent comportant notamment
les informations figurant en annexe des presentes, dont une copie imprimee datee
de la date de subrogation est gardee a titre d'archive, en application de
l'Article 1250-1(degrees) du Code Civil Francais.

                                      -81-

<PAGE>

La presente Quittance Subrogative est soumise au droit francais.

Fait a [to be completed by Exide Holding Europe]

Le [to be completed by Exide Holding Europe]

EXIDE EUROPE FUNDING LTD

by:             [___]

Address:        22 Grenville Street

                St Helier

                Jersey JEA 8PX

                Channel Islands

Attention:      [___]

Telefax:        [___]


CEAC, COMPAGNIE EUROPEENNE D'ACCUMULATEURS S.A.S.

by:             [___]

                Exide Holding Europe as agent for CEAC, Compagnie Europeenne
                d'Accumulateurs S.A.S.

Address:        5-7, allee des Pierres Mayettes

                92230 Gennevilliers

                Attention: [___]

                Telefax: [___]

                                      -82-

<PAGE>

                                     ANNEXE

Le fichier sous forme de microfiche/ disquette/ ligne modem/ ou tout autre outil
informatique approprie relatif aux creances cedees en vertu des presentes,
mentionnant pour chacune d'elles:

-    Numero de facture

-    Nom du client

-    Montant TTC de la facture

-    Date d'emission de la facture

-    Date d'echeance des creances

-    Montant total des creances ainsi identifiees

                                      -83-

<PAGE>

                                   SCHEDULE 7
                                FORM OF CONTRACT

                                      -84-

<PAGE>

                                   SCHEDULE 8


                                     Part 1

                   INFORMATION TO BE PROVIDED TO EXIDE EUROPE

1.   On the last Local Business Day in each calendar week prior to each
     Settlement Date:

      a computerised download containing the following fields:

          -    number, which identifies the applicable Originator

          -    customer number

          -    customer identification number (numero Siret) (to be provided
               pursuant to the terms of Clause 9(N)(ii) of this Agreement)

          -    customer name

          -    customer type

          -    location of customer (country)

          -    invoice number

          -    journal number

          -    issue date of invoice

          -    due date of invoice

          -    currency of invoice

          -    currency amount of invoice (including any applicable VAT)

          -    type of invoice

     and other fields which may vary from applicable Originator to applicable
     Originator and which are necessary for Enigma to select Eligible
     Receivables.

2.   On or before the third Determination Date of each calendar month, the
     information requested in Part 2 of this Schedule 8 in respect of the
     previous calendar month.

3.   On or before the third Determination Date of the calendar months of March,
     June, September and December (or such more frequent time as the Operating
     Agent may request in writing in accordance with Clause 11(G) of this
     Agreement):

     A computerised download containing the addresses of the Account Debtors
     listed in paragraph 1 above, containing the following specific information:

                                      -85-

<PAGE>

               -    full customer name

               -    address field 1

               -    address field 2

               -    address field 3

               -    town

               -    area code

               -    country of address

         AND ALL OTHER INFORMATION WHICH MIGHT BE NECESSARY FOR THE CORRECT
         IDENTIFICATION BY THE OPERATING AGENT AND/OR EXIDE EUROPE OF THE
         ACCOUNT DEBTOR/CUSTOMER AND INVOICE.

                                     Part 2

                             FORM OF MONTHLY SUMMARY




To: Charles Prowse - Citibank Fax: +44 171 500 9665

CC: Claire Berdou - Exide Europe Headquarters Fax: +33 1 4121 2697

Originator:      ________________________________________________

Date Prepared:   ________________________________________________

Form month:      ________________________________________________

    No. of weeks in month ______________________

All information relates to 3rd party domestic customers.

1.  Total value of sales (inc. VAT): ________________________________

2.  Total value of Bad Debt Write-off: _____________________________________

3.  Total value of Credit Notes (Disputes/Claims/

   invoicing errors etc, inc. VAT): _________________________________

4.  Total quantity of credit notes issued for

                                      -86-

<PAGE>

     the above reasons: ________________________________________________________

5.   Level of accruals for volume rebates: _____________________________________

6.   Amount of volume rebates paid out in the month: ___________________________

7.   Level of accruals for warranties: _________________________________________

8.   Prompt payment discounts paid: ____________________________________________

We certify that all information contained in this summary is true and accurate

[ORIGINATOR NAME]

__________________________________

Name

                                      -87-

<PAGE>

                                   SCHEDULE 9
                   FORM OF ADMISSION OF ADDITIONAL ORIGINATOR

To:  Citibank, N.A.   Copy to:  Exide Europe Funding Ltd

     336 Strand       c/o Exide Holding Europe

     London           5-7 Allee des Pierres Mayettes

     WC2R 1HB         92636 Gennevilliers Cedex

     U.K.      France


                       ADMISSION OF ADDITIONAL ORIGINATOR

Pursuant to the Receivables Subrogation Agreement dated 6 June 1997 as amended
on 24 May 2002 (the "Agreement") among inter alia, you, Exide Europe Funding
Ltd, and certain French Affiliates of Exide Holding Europe.

Terms defined in the Agreement shall, subject to any contrary indication, have
the same meanings herein.

The Additional Originator hereby requests the Operating Agent to accept this
Admission of Additional Originator pursuant to and for the purposes of Clause
19(D) of the Agreement so as to take effect in accordance with the terms
thereof.

The Additional Originator confirms that it has received a copy of the Agreement
together with such other information as it has required in connection with this
transaction and that it has not relied and will not hereafter rely on the
Operating Agent to check or enquire on its behalf into the legality, validity,
effectiveness, adequacy, accuracy or completeness of any such information and
further agrees that it has not relied and will not rely on the Operating Agent
to assess or keep under review on its behalf the financial condition,
creditworthiness, condition, affairs, status or nature of Exide Funding or each
Originator.

The Additional Originator hereby undertakes with the Operating Agent and each of
the other parties to the Agreement that it will perform in accordance with their
terms all those obligations which by the terms of the Agreement will be assumed
by it after acceptance of this Admission of Additional Originator by the
Operating Agent and satisfaction of the conditions precedent subject to which
this Admission of Additional Originator is expressed to take effect.

The Operating Agent makes no representation or warranty and assumes no
responsibility with respect to the legality, validity, effectiveness, adequacy
or enforceability of the Agreement or any

                                      -88-

<PAGE>

document relating thereto and assumes no responsibility for the financial
condition of Exide Funding or each Originator or for the performance and
observance by Exide Funding or each Originator of any of their respective
obligations under the Agreement or any document relating thereto and any and all
such conditions and warranties, whether express or implied by law or otherwise,
are hereby excluded.

The Additional Originator requests that in respect of references to the parties
comprising the Originators in the Agreement, the following information be
inserted in respect of the Additional Originator:

<TABLE>
=============================================================================================
<S>                                                                 <C>
                                                                    . days

i) number of days in respect of the payment of invoices for
the purposes of paragraph (6) of the definition of "Eligible
Receivable"
---------------------------------------------------------------------------------------------
ii) date of most recent audited annual accounts for the             .
purposes of Clause 8(H)
---------------------------------------------------------------------------------------------
iii) principal place of business of Additional Originator for       .
the purposes of Clause 8(17)
---------------------------------------------------------------------------------------------
iv) Collection Account                                              [Code Banque:

                                                                    Code Guichet:

                                                                    Numero de Compte:

                                                                    Cle RIB:]
---------------------------------------------------------------------------------------------
iv) Originator Non-Transaction Account                              [Code Banque:

                                                                    Code Guichet:

                                                                    Numero de Compte:

                                                                    Cle RIB:]
=============================================================================================
</TABLE>

This Admission of Additional Originator and the rights, benefits and obligations
of the parties hereunder is governed by and shall be construed in accordance
with French law.

                                      -89-

<PAGE>

[ADDITIONAL ORIGINATOR]

By:

Address:

Attention:

Telefax:

Telephone:

Date:


AGREED TO BY:

[ANY ADDITIONAL ORIGINATOR]

By:

[CEAC]

By:

[EXIDE EUROPE FUNDING LTD]

By:




CONSENTED TO THIS ______ DAY OF __________, ________:

Citibank, N.A., London Branch

By:

                                      -90-

<PAGE>

                                   SCHEDULE 10
          List of Account Debtors Other Than Designated Account Debtors


Fiat

                                      -91-

<PAGE>

                                  SCHEDULE 11
                            ENIGMA LICENCE AGREEMENT


                                                                    [.] May 2002

Attention: Company Secretary and Financial Director

                            Enigma Licence Agreement



Dear Sirs:

In connection with the preparation of certain data required to be delivered
under the origination agreements dated (or amended) as of the date hereof
between certain of your European subsidiaries, Batteries Funding Limited,
yourselves and ourselves (together with any other origination agreement which
may be entered after the date hereof, the "Agreements") we are making available
to you certain proprietary computer software and related documentation
collectively known as "Enigma". Enigma has been developed by us, on the basis of
commercially available software which we purchased, to help manage the
securitisation of trade receivables portfolios. This letter is to confirm the
terms on which we are licensing your use of Enigma.

Acknowledging that Enigma is and shall remain the property of Citibank, N.A.,
you shall be entitled to use Enigma solely in connection with the performance of
your obligations under the Agreements. Only those of your personnel responsible
for such performance will be allowed to have access to Enigma and the use
thereof. You will keep Enigma confidential and not copy or divulge any of its
content to any third parties and shall return to us or destroy all copies of
Enigma in your possession upon the termination of the Agreements.

Should Enigma fail accurately to produce information required under the
Agreements from adequate and accurate input, we will (i) provide all assistance
you reasonably request to enable the timely production of such information using
alternative methods, (ii) immediately commence efforts to identify and correct
the cause of such failure, and (iii) should the foregoing prove unsuccessful,
co-operate fully with you in devising alternative solutions, taking into account
the actual circumstances, and in obtaining any required approval thereof from
other parties. Further, we will promptly update your version of Enigma with any
future program improvements.

Except as provided above and in the Agreements, we shall have no responsibility
whatever arising out of any Enigma failure, do not in any manner warrant or
guaranty its performance and in no event shall we have monetary liability in
connection with such failure or such performance or the consequences thereof,
your having acknowledged that our foregoing commitment of assistance and
co-operation is appropriate in the circumstances and your sole remedy.

                                      -92-

<PAGE>

Please acknowledge your acceptance of the foregoing in the place provided below.

                                                 Very truly yours,

                                                 CITIBANK, N.A.,
                                                 London Branch

                                                 By:

                                                 Title: Vice President


Agreed and accepted

EXIDE HOLDING EUROPE

By:  ____________________

     Name:
     Title:


By:  _____________________

     Name:
     Title:

                                      -93-

<PAGE>

                                   SCHEDULE 12


                                     Part A
                               NOTIFICATION LETTER


                    MODELE DE LETTRE DE NOTIFICATION INITIALE
                           [Papier a en-tete de CEAC]
                  [Lettre recommandee avec accuse de reception]

                                                                        [.] 2002

Nous vous prions de noter que, en vertu d'une convention cadre de subrogation,
la societe Exide Europe Funding Ltd est subrogee dans tous nos droits et actions
attaches aux creances dont vous etes redevables envers nous. En consequence,
nous vous informons que vous devez effectuer tous vos paiements relatifs
auxdites creances conformement aux indications suivantes:

(i)   les paiements en especes ou par virement devront etre effectues sur le
      compte n(degrees) 30004/02146/00010260949/74 ouvert au nom de Exide Europe
      Funding Ltd dans les livres de BNP Paribas agence Levallois Front de
      Seine;

(ii)  les paiements par cheques devront etre libelles a l'ordre de Exide Europe
      Funding Ltd. Les cheques devront etre adresses a BNP Paribas, Agence
      Levallois Front de Seine, 41, rue Baudin, 92300 Levallois-Perret; et

(iii) les billets a ordre, lettres de change et traites devront etre souscrits
      ou emis a l'ordre de Exide Europe Funding Ltd.

Conformement a la loi, seuls seront liberatoires les paiements effectues
conformement aux indications ci-dessus. Vous vous exposeriez a payer deux fois
la meme somme si votre paiement n'est pas effectue strictement comme indique
ci-dessus, meme si vous payez directement CEAC.

_________________________

CEAC

                                      -94-

<PAGE>

                                       Translation for information purposes only



                       FORM OF INITIAL NOTIFICATION LETTER
                              [Letterhead of CEAC]
                [Registered mail with acknowledgement of receipt]

                                                                        [.] 2002

We hereby give you notice that, pursuant to a subrogation agreement, Exide
Europe Funding Ltd is subrogated in all our rights, title and interest in all
receivables owed to us by you. Accordingly, we inform you that you must make all
your payments in respect of such receivables according to the instructions
below:

(i)     payments in cash or by bank transfer shall be made to the account
        n(degrees) 30004/02146/00010260949/74 open in the name of Exide Europe
        Funding Ltd with BNP Paribas Levallois Front de Seine branch;

(ii)    payments by cheques shall be made to the order of Exide Europe Funding
        Ltd. The cheques shall be sent to BNP Paribas, Agence Levallois Front de
        Seine, 41, rue Baudin, 92300 Levallois-Perret; and

(iii)   promissory notes and bills of exchange shall be issued to the order of
        Exide Europe Funding Ltd.

Pursuant to the law, you will only be discharged of your payment obligations by
following the instructions above. You could be exposed to pay twice the same
amount if your payment is not made strictly in accordance with the instructions
above, even though you pay directly CEAC.

                                      -95-

<PAGE>

                                     Part B
                               PAYMENT INSTRUCTION

 [Modele de clause de notification devant etre inseree dans les factures emises
                                   par CEAC]

Exide Europe Funding Ltd est SUBROGEE dans le benefice de la presente facture.
En consequence:

(i)     les paiements en especes ou par virement doivent etre effectues sur le
        compte n(degrees) 30004/02146/00010260949/74 ouvert au nom de Exide
        Europe Funding Ltd dans les livres de BNP Paribas agence Levallois Front
        de Seine;

(ii)    les paiements par cheques doivent etre libelles a l'ordre de Exide
        Europe Funding Ltd. Les cheques doivent etre adresses a BNP Paribas,
        Agence Levallois Front de Seine, 41, rue Baudin, 92300 Levallois-Perret;
        et

(iii)   les billets a ordre, lettres de change ou traites devront etre souscrits
        ou emis a l'ordre de Exide Europe Funding Ltd.

Seuls sont liberatoires les paiements effectues conformement aux indications
ci-dessus.

                                      -96-

<PAGE>

          [Form of notification clause to be inserted in CEAC invoices]


Exide Europe Funding Ltd is subrogated as beneficiary of this invoice.
Accordingly:

(i)     payments in cash or by bank transfer shall be made to the account
        n(degrees) 30004/02146/00010260949/74 opened in the name of Exide Europe
        Funding Ltd with BNP Paribas Levallois Front de Seine branch; and

(ii)    payments by cheques shall be made to the order of Exide Europe Funding
        Ltd. The cheques shall be sent to BNP Paribas, Agence Levallois Front de
        Seine, 41, rue Baudin, 92300 Levallois-Perret.

(iii)   promissory notes shall be issued to the order of Exide Europe Funding
        Ltd.

Pursuant to the law, you will only be discharged of your payment obligations by
following the instructions above.

                                      -97-

<PAGE>

                                  SCHEDULE 13
           FORM OF LETTER OF ACCEPTANCE OF THE STIPULATION POUR AUTRUI


To:        Exide Europe Funding Ltd (the "Receivables Purchaser")

cc:        Citibank, N.A. London Branch., (the "Operating Agent")

Dear Sirs,

We refer to a Receivables Subrogation Agreement dated 6 June 1997 as amended on
24 May 2002 and made between CEAC, Compagnie Europeenne D'Accumulateurs S.A.S.,
Exide Holding Europe S.A., Exide Europe Funding Ltd et Citibank, N.A. London
Branch (the "Receivables Subrogation Agreement").

Terms defined in the Receivables Subrogation Agreement shall bear the same
meaning when used herein.

We refer to Clause 8.1 (1) of the Receivables Subrogation Agreement which
states:

        The Receivables Purchaser as stipulant hereby stipulates and each
        Originator as promettant hereby promises for the benefit of Batteries
        Funding as beneficiaire in accordance with articles 1121 and 1122 of the
        French Civil Code, that Batteries Funding shall, subject to the terms
        and conditions hereof, have the benefit of all the representations,
        warranties, covenants and obligations granted by each Originator herein.

We hereby accept such stipulation in accordance with articles 1121 and 1122 of
the French Civil Code.

Yours faithfully,


_________________________
Batteries Funding Limited

                                      -98-

<PAGE>

                                  SCHEDULE 14
                             DIRECTORS' CERTIFICATE

                 Solvency certificate from the directors of CEAC

                            [Company's headed-paper]

To : Citibank N.A., London Branch

     33 Citicorp Square

     5/th/ Floor

     Canary Wharf

     London E14 5LB

                                                                    [.] May 2002

Securitisation programme for the Exide Group's commercial receivables

Pursuant to your request, and in the context of the securitisation programme for
the Exide Group's commercial receivables, we hereby confirm the following
points:

1.   CEAC, Compagnie Europeenne d'Accumulateurs S.A.S. is not in a state of
     insolvency, whether declared or not;


2.   CEAC, Compagnie Europeenne d'Accumulateurs S.A.S. (i) is not subject to an
     arrangement with creditors or amicable settlement within the meaning of
     Articles L. 611-1 to L. 612-5 of the Commercial Code, (ii) no
     administrator, or advisor has been appointed to manage its assets, (iii)
     CEAC, Compagnie Europeenne d'Accumulateurs S.A.S. is not subject to any
     judicial re-organisation or liquidation procedure within the meaning of
     Articles L. 620-1 to L. 628-3 of the Commercial Code, (iv) no judgement
     ordering the partial or total cessation of the company has been issued, and
     (v) we have not been informed of anything likely to compromise the
     continuity of the operation pursuant to Articles L. 234-1 et seq. of the
     Commercial Code and we have not been given any information likely to
     initiate explanatory proceedings (procedure d'alerte);

3.   that to the best of our knowledge and after having undertaken all the
     required investigations, no event has occurred or is likely to occur likely
     to entail the cessation of payments (cessation

                                       -99-

<PAGE>

     des paiements) by CEAC, Compagnie Europeenne d'Accumulateurs S.A.S. or
     would justify any implementation of explanatory proceedings.


--------------------------------

President of CEAC, Compagnie Europeenne d'Accumulateurs S.A.S.

                                      -100-

<PAGE>

                                 SCHEDULE 15
                     POWER OF ATTORNEY IN FAVOUR OF CITIBANK


                                                                    [.] May 2002

THIS POWER OF ATTORNEY is made on [.] May 2002 by CEAC, COMPAGNIE EUROPEENE
D'ACCUMULATEURS S.A.S., a company whose registered office is at 5-7 allees des
Pierres Mayette 92230 Gennevilliers (defined as the "Originator" herein) and
EXIDE EUROPE FUNDING LTD., a company whose registered office is at 22, Grenville
Street, St Helier, Jersey JEA 8PX Channel Islands, in favour of CITIBANK N.A., a
company whose registered office is at 336 Strand, London WC2R 1HB acting in its
capacity as Operating Agent ("Citibank") (the "Attorney").


WHEREAS

(A)     Pursuant to a Receivables Subrogation Agreement dated 6 June 1997 (as
        amended on 24 May 2002 and as may be from time to time amended, restated
        or otherwise replaced) made by and between the Offer Agent, the
        Originator, (including Originators acceding from time to time thereto),
        Exide Europe Funding Ltd. (the "Receivables Purchaser") and Citibank
        (the "RSA"), the Originator will from time to time transfer to the
        Receivables Purchaser by way of Subrogation pursuant to Article
        1250-1(degrees) of the French Civil Code certain receivables evidenced
        by invoices rendered by the Originator (the "Receivables") and the
        Receivables Purchaser will be subrogated to all rights and interest of
        the Originator therein.

(B)     Receivables and Collections so transferred and not subsequently
        reacquired by the Originator or collected in full are referred to herein
        as the "Subrogated Receivables".

(C)     Under the RSA, Citibank is appointed as the Operating Agent of the
        Receivables Purchaser hereunder (if applicable), and the Originator has
        been appointed as its Sub-Servicer under the RSA.

(D)     Terms not defined herein shall have the meaning ascribed to such terms
        in the RSA.


NOW, THEREFORE, the parties agree as follows:

1.      THE ORIGINATOR AND THE RECEIVABLES PURCHASER HEREBY APPOINT the Attorney
        in respect of Subrogated Receivables and their related Collections to be
        their true and lawful attorney for them and in their name to do any of
        the following acts, deeds and

                                      -101-

<PAGE>

     things or any of them as may be within the power of the Originator and the
     Receivables Purchaser at any time after the occurrence of an Early
     Amortisation Event:

     (a)  to exercise their rights, powers and discretions in respect of
          Subrogated Receivables and in respect of any other related rights
          (such related benefit and other rights being the "Ancillary Rights");

     (b)  to execute, sign, seal and deliver any document and to do any other
          act or thing which they may deem to be necessary in order to protect
          the interests of Batteries Funding and/or the Lenders and/or the
          Operating Agent, proper or expedient for fully and effectually vesting
          or transferring Subrogated Receivables and the Ancillary Rights in or
          to the Receivables Purchaser or its successors in title or other
          person or persons entitled to the benefit thereof (as the case may
          require) pursuant to and in accordance with the RSA;

     (c)  to demand, sue for and receive all moneys due or payable under or in
          respect of Subrogated Receivables and the Ancillary Rights and pay
          such moneys to the persons to whom such moneys are required to be paid
          under the RSA;

     (d)  upon receipt of such moneys as referred to in Clause 1(c) above or of
          any part thereof to give to the payer thereof good receipts and
          discharges for the same and to execute such receipts, releases,
          re-assignments, retransfers, instruments and deeds as may be requisite
          or advisable;

     (e)  to redirect mail and endorse drafts, cheques and other payment media,
          to perform any agreement or obligation of the Originator and/or the
          Receivables Purchaser under or in connection with the RSA and/or under
          the CEAC Collection Account Bank Mandate and/or the Exide Collection
          Account Bank Mandate and to exercise all other remedies of the
          Originator and/or the Receivables Purchaser under the RSA or existing
          at law; and

     (f)  from time to time to substitute and appoint severally one or more
          attorneys (the "Substitute Attorneys") for all or any of the purposes
          aforesaid (including the power to authorise any person so appointed to
          make further appointments).

2.   The Originator and the Receivables Purchaser hereby agree at all times
     hereafter to ratify and confirm any act, matter or deed whatsoever the
     Attorney or any Substitute Attorney shall lawfully do or cause to be done
     under or pursuant to this Power of Attorney to the extent that such act or
     acts and execution are within the power of the Originator and the
     Receivables Purchaser and within the contemplation of this Power of
     Attorney and the Originator and the Receivables Purchaser shall jointly and
     severally indemnify the Attorney or any Substitute Attorney in respect of
     any loss, claim, cost, expense or liability in connection with this Power
     of Attorney save to the extent that the same arises out of their
     negligence, wilful

                                      -102-

<PAGE>

     default or bad faith. In furtherance of the power herein granted, the
     Originator agrees that it will assist and co-operate with the Operating
     Agent and provide such facilities as the Operating Agent may reasonably
     request.

3.   The Originator and the Receivables Purchaser declare that this Power of
     Attorney has been given for security purposes and to secure continuing
     obligations of the Originator and the Receivables Purchaser under the RSA
     and the above-mentioned transfer, and the powers hereby created shall be
     irrevocable and will extend to and be binding upon the successors and
     assigns of the Originator and the Receivables Purchaser, and the opening of
     insolvency proceedings over the assets of the Originator and the
     Receivables Purchaser shall not affect the Powers of Attorney granted by
     any of the other Originators.

4.   The Attorney hereby accepts its appointment hereunder on the terms and
     subject to the conditions of this Power of Attorney and the RSA, which
     Power of Attorney is expressly stipulated for the common interest (stipule
     d'interet commun) of the parties thereto.

5.   The laws of the France shall apply to this Power of Attorney and the
     interpretation thereof and to all acts of the Attorneys or any Substitute
     Attorney carried out under the terms hereof.


IN WITNESS whereof this Power of Attorney has been executed on the day and year
first above written.


CEAC, COMPAGNIE EUROPEENE D'ACCUMULATEURS S.A.S.:

By:        [.]

Address:   5-7 allees des Pierres Mayette
           92230 Gennevilliers


EXIDE EUROPE FUNDING LTD

By:        [.]

Address:   22, Grenville Street
           St Helier
           Jersey JEA 8PX
           Channel Islands

                                      -103-

<PAGE>

The Attorney:

Citibank, N.A., London Branch as Operating Agent

By:        [.]

Address:   336 Strand
           London, WC2R 1HB
           United Kingdom

                                      -104-

<PAGE>

                                  SCHEDULE 16
                            SPECIAL DILUTION RESERVE

    *Settlement Date      *Settlement Date              Table        Reserve

       May 16, 2002          May 15, 2003             May Week 3       1.8%
       May 23, 2002          May 22, 2003             May Week 4       0.1%
       May 30, 2002          May 29, 2003             May Week 5       0.0%
      June 7,  2002          June 5, 2003            June Week 1       0.5%
      June 13, 2002         June 12, 2003            June Week 2       0.2%
      June 20, 2002         June 19, 2003            June Week 3       0.0%
      June 27, 2002         June 26, 2003            June Week 4       0.0%
       July 5, 2002          July 3, 2003            July Week 1       0.0%
      July 11, 2002         July 10, 2003            July Week 2       0.0%
      July 18, 2002         July 17, 2003            July Week 3       0.4%
      July 25, 2002         July 24, 2003            July Week 4       0.0%
     August 1, 2002         July 31, 2003          August Week 1       0.0%
     August 8, 2002        August 7, 2003          August Week 2       0.0%
    August 15, 2002       August 14, 2003          August Week 3       0.0%
    August 22, 2002       August 21, 2003          August Week 4       0.0%
    August 29, 2002       August 28, 2003          August Week 5       2.4%
   September 5, 2002     September 4, 2003       September Week 1      0.7%
  September 12, 2002    September 11, 2003       September Week 2      0.0%
  September 19, 2002    September 18, 2003       September Week 3      3.0%
  September 26, 2002    September 25, 2003       September Week 4      0.0%
     October 3, 2002      October 2, 2003         October Week 1       0.0%
    October 10, 2002      October 9, 2003         October Week 2       0.0%
    October 17, 2002     October 16, 2003         October Week 3       0.0%
    October 24, 2002     October 23, 2003         October Week 4       1.3%
    October 31, 2002     October 30, 2003         October Week 5       0.0%
    November 7, 2002     November 6, 2003        November Week 1       0.0%
   November 14, 2002    November 13, 2003        November Week 2       0.0%
   November 21, 2002    November 20, 2003        November Week 3       0.0%
   November 29, 2002    November 28, 2003        November Week 4       0.0%

                                       -105-

<PAGE>

    December  5, 2002      December 4, 2003      December Week 1      0.0%
    December 12, 2002     December 11, 2003     December Week 2       0.0%
    December 19, 2002     December 18, 2003     December Week 3       0.0%
    December 27, 2002     December 24, 2003     December Week 4       0.0%
     January 3, 2003       January 2, 2004      January Week 1        0.0%
     January 9, 2003       January 8, 2004      January Week 2        3.6%
    January 16, 2003      January 15, 2004      January Week 3        2.8%
    January 23, 2003      January 22, 2004      January Week 4        0.0%
    January 30, 2003      January 29, 2004      January Week 5        0.0%
    February 6, 2003      February 5, 2004     February Week 1        1.3%
    February 13, 2003    February 12, 2004     February Week 2        2.2%
    February 20, 2003    February 19, 2004     February Week 3        1.1%
    February 27, 2003    February 26, 2004     February Week 4        0.0%
      March 6, 2003         March 4, 2004        March Week 1         2.7%
     March 13, 2003        March 11, 2004        March Week 2         3.3%
     March 20, 2003        March 18, 2004        March Week 3         0.0%
     March 27, 2003        March 25, 2004        March Week 4         0.0%
      April 3, 2003         April 1, 2004        April Week 1         0.8%
     April 10, 2003         April 8, 2004        April Week 2         1.9%
     April 17, 2003        April 15, 2004        April Week 3         0.0%
     April 24, 2003        April 22, 2004        April Week 4         2.0%
       May 2, 2003         April 29, 2004         May Week 1          1.0%
       May 8, 2003           May 6, 2004          May Week 2          3.2%

* If the date set out in the column below is not a Programme Business Day, the
Settlement Date shall be the next succeeding Programme Business Day.

                                       -106-

<PAGE>

                                 EXECUTION PAGE

CEAC, COMPAGNIE EUROPEENNE D'ACCUMULATEURS S.A.S.

by:

Address:                 5-7, allee des Pierres Mayettes
                         92230 Gennevilliers

Attention:               Neil Bright

Telefax:                 +33 01 47 92 74 81

EXIDE HOLDING EUROPE S.A.

by:

Address:                 5-7, allee des Pierres Mayettes
                         92230 Gennevilliers

Attention:               Dr. Albrecht Leuschner

Telefax:                 +33 1 41 21 23 00


EXIDE EUROPE FUNDING LTD

by:

Address:                 22 Grenville Street
                         St Helier
                         Jersey JEA 8PX
                         Channel Islands

Attention:               Company Secretary

Telefax:                 (44) 1534 609333

                                      -107-

<PAGE>

CITIBANK, N.A. London Branch

by:

Address:         Citicorp Centre
                 33 Canada Square
                 5/th/ Floor
                 Canary Wharf
                 London E14 5LB

Attention:       Nigel Kilvington/Charles Prowse

Telefax:         +44 (0)207 986 4705

                                      -108-

</TEXT>
</DOCUMENT>
