AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT

Exhibit 10.1

[Execution]

AMENDMENT NO. 7

TO LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT, dated as of August 29, 2008 (this "Amendment"), by and among Wachovia Bank, National Association, in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the financial institutions which are parties thereto as lenders (in such capacity, "Agent"), the financial institutions which are parties to the Loan Agreement as lenders (individually, each a "Lender" and collectively, "Lenders"), C&D Technologies, Inc., a Delaware corporation ("Borrower"), C&D Charter Holdings, Inc., a Delaware corporation ("Charter"), and C&D International Investment Holdings Inc., a Delaware corporation ("International" and together with Charter, each individually a "Guarantor" and collectively, "Guarantors"). All capitalized terms used herein shall have the meanings assigned thereto in the Loan Agreement unless otherwise defined herein.

W I T N E S S E T H :

WHEREAS, Agent, Lenders, Borrower and Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrower as set forth in the Loan and Security Agreement, dated December 7, 2005, by and among Agent, Lenders, Borrower and Guarantors (as amended by Amendment No. 1 to Loan and Security Agreement, dated March 30, 2006, Consent, Waiver, Amendment No. 2 to Loan and Security Agreement, dated as of June 14, 2006 and Consent, Amendment No. 3 to Loan and Security Agreement, dated as of December 21, 2006, Amendment No. 4 to Loan and Security Agreement, dated as of April 13, 2007, Amendment No. 5 to Loan and Security Agreement, dated as of July 20, 2007, and Consent and Amendment No. 6 to Loan and Security Agreement, dated August 30, 2007, as the same may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the "Loan Agreement"), and the other agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto, including, but not limited to, this Amendment (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the "Financing Agreements");

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

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

NOW, THEREFORE, in consideration of the foregoing, the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions . All terms used herein which are defined in the Loan Agreement and not otherwise defined are used herein as defined therein.

2. Amendment of Defined Terms .

2.1. The definition of "Eligible Accounts" in Section 1.42 of the Loan Agreement is hereby amended to delete subsection (m) in its entirety and substitute the following therefor:

"(m) the aggregate amount of such Accounts owing by (i) a single account debtor other than Emerson Electric Company or its subsidiaries does not constitute more than fifteen (15%) percent of the aggregate amount of all otherwise Eligible Accounts and (ii) Emerson Electric Company and its subsidiaries does not constitute more than twenty five (25%) percent of the aggregate amount of all otherwise Eligible Accounts; (but in either case, the portion of the Accounts not in excess of the applicable percentages may be deemed Eligible Accounts);"

2.2. The definition of "Equipment Availability" in Section 1.47 of the Loan Agreement is hereby deleted in its entirety and the following substituted therefor:

""Equipment Availability" shall mean the lesser of (a) $5,000,000 and (b) eighty-five (85%) percent of the net forced liquidation value of Eligible Equipment, in each case reduced on the first day of each calendar month commencing September 1, 2008, by one thirty-sixth (1/36 ^th ) of such lesser amount."

2.3. The definition of "Letter of Credit Limit" in Section 1.88 of the Loan Agreement is hereby amended to delete the reference therein to "$15,000,000" and substitute "$20,000,000" therefor.

3. Additional Definition . The Loan Agreement is hereby amended to include, in addition and not in limitation, the following definition:

""Eligible Equipment" shall mean, as to each Borrower, Equipment owned by such Borrower and included in the most recent appraisal of Equipment received by Agent in accordance with the requirements hereof, which Equipment is in good order, repair, running and marketable condition (ordinary wear and tear excepted) and in each case acceptable to Agent in good faith based on the criteria set forth below. In general, Eligible Equipment shall not include (a) Equipment at premises other than those owned or leased and controlled by any Borrower, except any Equipment which would otherwise be deemed Eligible Equipment that is not located at premises owned and operated by any Borrower may nevertheless be considered Eligible Equipment as to locations which are leased by a Borrower if either Agent shall have received a Collateral Access Agreement from the owner and lessor of such location, duly

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authorized, executed and delivered by such owner and lessor or Agent shall have established such Reserves in respect of amounts at any time payable by any Borrower or its affiliates to the owner and lessor thereof as Agent shall determine in good faith; (b) Equipment subject to a security interest or lien in favor of any person other than Agent except those permitted hereunder that are subject to an intercreditor agreement in form and substance reasonably satisfactory to Agent between the holder of such security interest or lien and Agent; (c) Equipment located outside the United States of America; (d) Equipment that is not subject to the first priority, valid and perfected security interest of Agent; (e) damaged or defective Equipment or Equipment not used or usable in the ordinary course of such Borrower’s business as presently conducted; (f) office equipment or motor vehicles; or (g) Equipment which constitutes fixtures. The criteria for Eligible Equipment set forth above may only be changed and any new criteria for Eligible Equipment may only be established by Agent acting in good faith based on either: (A) an event, condition or other circumstance arising after the date hereof, or (B) an event, condition or other circumstance existing on the date hereof to the extent Agent has no written notice thereof from any Borrower prior to the date hereof, in either case under clause (A) or (B) which adversely affects or could reasonably be expected to adversely affect such Equipment in any material respect in the good faith determination of Agent."

4. Fees . Section 3.2 is hereby amended to delete the chart therein and substitute the following therefor:

5. Sale of Assets, Consolidation, Merger, Dissolution, Etc . Section 9.7(b)(ii) is hereby amended to delete the reference therein to "$750,000" and substitute "$4,000,000" therefor.

6. Indebtedn