Case KJC Doc 2286 Filed 09/17/14 Page 1 of 21

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1 Case KJC Doc 2286 Filed 09/17/14 Page 1 of 21 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 30 Rockefeller Plaza New York, New York Telephone (212) Facsimile (212) Carren B. Shulman, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 333 S. Hope Street, Fl 43 Los Angeles, CA Telephone (213) Facsimile (213) Randolph C. Visser, Esq. Richard W. Brunette, Esq. Special Counsel to the Debtor UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re EXIDE TECHNOLOGIES Debtor x Chapter 11 Case No (KJC) NOTICE OF MOTION OF SHEPPARD MULLIN RICHTER & HAMPTON LLP FOR ENTRY OF AN ORDER, PURSUANT TO 11 U.S.C. 327(a) AND 330, AUTHORIZING A CHANGE TO ITS FEE RATES FOR 2014 FORWARD, ON CONSENT OF THE DEBTOR, AND IN ACCORDANCE WITH THE TERMS OF ITS ENGAGEMENT LETTER SMRH PLEASE TAKE NOTICE that Sheppard, Mullin, Richter & Hampton LLP, Special Counsel to the Debtor and Debtor in Possession (collectively, the "Debtor"), in the abovecaptioned case, has filed the Notice of Motion of Sheppard Mullin Richter & Hampton LLP for Entry of an Order, Pursuant to 11 U.S.C. 327(a) and 330, Authorizing a Change to its Fee Rates for 2014 Forward, on Consent of the Debtor, and in Accordance With the Terms of Its Engagement Letter (the Motion ).

2 Case KJC Doc 2286 Filed 09/17/14 Page 2 of 21 PLEASE TAKE FURTHER NOTICE that objections, if any, to the Motion must (a) be filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, by October 1, 2014 (the Objection Deadline ); and (b) be served so as to be received on or before the Objection Deadline by (i) the Movant Sheppard, Mullin, Richter & Hampton LLP, 30 Rockefeller Plz, Flr 39, New York, NY 10112, Attn Carren B. Shulman; (ii) the Debtor c/o Exide Technologies, Deerfield Parkway, Building 200, Milton, GA 30004, Attn Phillip A. Damaska; (iii) counsel for the Debtor Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY 10036, Attn Kenneth S. Ziman and J. Eric Ivester and Rodney Square, 1100 North Market Street, Wilmington, DE 19801, Attn Anthony W. Clark and 155 N. Wacker Drive, Chicago, IL , Attn James J. Mazza, Jr.; (iv) the Office of the United States Trustee 844 North King Street, Room 2207, Lockbox 35, Wilmington, DE 19801, Attn Mark S. Kenney, Esq.; (v) co-counsel to the Official Committee of Unsecured Creditors Morris, Nichols, Arsht & Tunnell LLP, 1201 N. Market Street, Suite 1600, Wilmington, DE 19801, Attn Robert J. Dehney and Eric D. Schwartz, Esq.; (vi) counsel to the agent under the debtor in possession financing Davis, Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, Attn Damian S. Schaible and Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, DE 19801, Attn Mark D. Collins; SMRH

3 Case KJC Doc 2286 Filed 09/17/14 Page 3 of 21 (vii) counsel to the agent for the Debtor s prepetition secured lenders Greenberg Traurig, LLP, 3333 Piedmont Road NE, Suite 2500, Atlanta, GA 30305, Attn David B. Kurzweil and 1007 N. Orange Street, Suite 1200, Wilmington, DE 19801, Attn Dennis A. Meloro; (viii) the indenture trustee for the Debtor s secured bond issuances and its counsel Wells Fargo Bank, N.A., 150 East 42nd Street, 40th Floor, New York, NY 10017, Attn James R. Lewis and Foley & Lardner LLP, 321 North Clark Street, Suite 2800, Chicago, IL 60654, Attn Mark F. Hebbeln; (ix) the indenture trustee for the Debtor s unsecured bond issuances and its counsel U.S. Bank National Association, Global Corporate Trust Services, 60 Livingston Avenue, EP-MN- WSID, St. Paul, MN 55107, Attn Cindy Woodward and Arent Fox LLP, 1675 Broadway, New York, NY 10019, Attn Andrew Silfen; and (x) counsel to the unofficial committee of senior secured noteholders Paul, Weiss, Rifking, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019, Attn Alice Belisle Eaton and Young Conaway Stargatt & Taylor LLP, Rodney Square, 1000 King Street, Wilmington, DE 19801, Attn Pauline K. Morgan; and (xi) the fee examiner Bernstein Shur, 100 Middle Street, P.O. Box 9729, Portland, ME , Attn Robert J. Keach, Michael Fagone, and Sam Anderson. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE MOTION WILL BE HELD ON OCTOBER 14, 2014 AT 1100 A.M. BEFORE THE HONORABLE KEVIN J. CAREY AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR, COURTROOM #5, WILMINGTON, DELAWARE ONLY PARTIES WHO HAVE FILED A TIMELY OBJECTION WILL BE HEARD AT THE HEARING. SMRH

4 Case KJC Doc 2286 Filed 09/17/14 Page 4 of 21 IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated New York, New York September 17, 2014 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP /s/carren Shulman. By Carren B. Shulman, Esq. (Admitted Pro Hac Vice) 30 Rockefeller Plaza New York, New York Telephone (212) Facsimile (212) and- Randolph C. Visser, Esq. Richard W. Brunette, Esq. 333 S. Hope Street, 43rd Floor Los Angeles, CA Telephone (213) Facsimile (213) SMRH

5 Case KJC Doc 2286 Filed 09/17/14 Page 5 of 21 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 30 Rockefeller Plaza, Fl 39 New York, New York Telephone (212) Facsimile (212) Carren B. Shulman, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 333 S. Hope Street, Fl 43 Los Angeles, CA Telephone (213) Facsimile (213) Randolph C. Visser, Esq. Richard W. Brunette, Esq. Special Counsel to the Debtor UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re EXIDE TECHNOLOGIES Debtor x Chapter 11 Case No (KJC) MOTION OF SHEPPARD MULLIN RICHTER & HAMPTON LLP FOR ENTRY OF AN ORDER, PURSUANT TO 11 U.S.C. 327(a) AND 330, AUTHORIZING A CHANGE TO ITS FEE RATES FOR 2014 FORWARD, ON CONSENT OF THE DEBTOR, AND IN ACCORDANCE WITH THE TERMS OF ITS ENGAGEMENT LETTER TO THE HONORABLE KEVIN J. CAREY, UNITED STATES BANKRUPTCY JUDGE Relief Requested 1. On or about May 19, 2008, Sheppard, Mullin, Richter & Hampton, LLP ( Sheppard Mullin ), entered into a letter agreement with Exide Technologies, the debtor and debtor in possession (collectively, the Debtor ), a copy of which is annexed hereto as Exhibit A (the SMRH

6 Case KJC Doc 2286 Filed 09/17/14 Page 6 of 21 Engagement Letter ), which governed the relationship between the parties. The Engagement Letter provided in pertinent part [o]ur fees are based on hours charged at scheduled rates that are periodically adjusted, generally as of the beginning of a calendar year. See Exhibit A 2. As further set forth below, Sheppard Mullin did not increase the hourly rates of its professionals from year to year for the Debtor. This year, Sheppard Mullin and the Debtor agreed to increase the hourly rates of certain professionals. The Fee Examiner appointed in this case has indicated that any increase in hourly rates for Sheppard Mullin should be approved by the Court, necessitating this Motion. Jurisdiction 2. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b). Background 3. On July 9, 2013, this Court entered an order authorizing the Debtor to retain and employ Sheppard Mullin as special counsel to the Debtor, nunc pro tunc to June 10, 2013 (the Petition Date ), on the terms set forth in Engagement Letter (the Retention Order ). [Docket No. 280] The Engagement Letter provided that primary counsel to the Debtor, Randolph C. Visser, would provide the Debtor environmental, regulatory counsel and legal advice at his preferred client rate of $ The Engagement Letter gave notice to the Debtor that the services of all Sheppard Mullin attorneys, staffed on the Debtor s matters, would be charged at Sheppard Mullin s hourly scheduled rates, which are periodically adjusted, generally as of the beginning of each calendar year. 4. Originally, only Randolph C. Visser and Olivier Theard were staffed on the Debtor s SMRH

7 Case KJC Doc 2286 Filed 09/17/14 Page 7 of 21 matters. Although the firm periodically adjusted their rates for other clients, during this period, Randolph C. Visser and Olivier Theard agreed on a year-to-year basis not to raise their rates for the Debtor. 5. Since 2013, the issues threatening the Debtor s major lead-recycling facility (the Vernon Facility ) have significantly increased. As a result, additional Sheppard Mullin attorneys were staffed on the Debtor s matters. When Stephen J. O Neil and Jeffrey J. Parker were staffed on the matter in 2013, they were billed at Randolph C. Visser s special preferred rate, which was lower than their standard rates charged to other clients. Subsequently, other professionals were staffed on the Debtor s matters at preferred rates. 6. As set forth in detail in the Second Supplemental Declaration of Randolph C. Visser, Esq. In Connection with the Retention of Sheppard Mullin Richter & Hampton, LLP, As Special Counsel for the Debtors [Docket No. 1469] and the Third Supplemental Declaration Of Randolph C. Visser, ESQ. In Connection With The Retention Of Sheppard Mullin Richter & Hampton LLP As Special Counsel For The Debtors [Docket No. 1898] (collectively, the Supplemental Declarations ), Sheppard Mullin requested and obtained the Debtor s approval to adjust its hourly rates. These rate increases were the result of the firm s annual, periodic adjustment to the hourly rates of its professionals. However, the increased hourly rates for Randolph C. Visser and certain other counsel, who were primarily responsible for this case, remained lower than their standard rates even after the adjustments. 7. Sheppard Mullin s representation is both necessary and beneficial to the Debtor for a successful restructuring of the Debtor s estate. The Relief Request Should Be Approved by the Court 8. Sheppard Mullin provides expertise and experience with the specialized administrative SMRH

8 Case KJC Doc 2286 Filed 09/17/14 Page 8 of 21 and civil environmental litigation and regulatory law issues that surround the Vernon Facility, including assisting and representing the Debtor (i) against multiple governmental agency actions to shut down the operations at the Vernon Facility in administrative and civil litigation; (ii) with daily compliance with federal, state and local environmental agency regulations; (iii) with advice regarding permit compliance and permit modifications; (iv) with review and challenges to major rule and regulatory modifications; (v) against alleged violations of environmental regulations; and (vi) against threatened environmental litigations. In general, these matters have required Sheppard Mullin to devote substantial time to Debtor, often under bet the company stakes with government agencies seeking to shut the Vernon Facility down. 1 These services demand the skills of multiple different lawyers working together or concurrently to resolve overlapping legal issues. As the Debtor s restructuring process continues, the issues threatening the Vernon Facility continue to increase, requiring the involvement and attention of additional Sheppard Mullin attorneys as well as an increasing 1 A detailed summary of the services rendered by Sheppard Mullin has been filed with the court in the First Interim Fee Application of Sheppard, Mullin, Richter and Hampton LLP for Compensation for Services Rendered and Reimbursement of Expenses as Special Counsel to the Debtor for the Period from June 10, 2013 Through and Including August 31, 2013 [Docket No. 950]; the Second Interim Fee Application of Sheppard, Mullin, Richter & Hampton LLP for Compensation for Services Rendered and Reimbursement of Expenses as Special Counsel to the Debtor for the Period from September 1, 2013 Through and Including November 30, 2013 [Docket No. 1396]; the Third Interim Fee Application of Sheppard, Mullin, Richter and Hampton LLP for Compensation for Services Rendered and Reimbursement of Expenses as Special Counsel to the Debtor for the Period from December 1, 2013 Through and Including February 28, 2014 [Docket No. 1758]; and the Fourth Interim Fee Application of Sheppard, Mullin, Richter and Hampton LLP for Compensation for Services Rendered and Reimbursement of Expenses as Special Counsel to the Debtor for the Period from March 1, 2013 Through and Including May 31, 2014 [Docket No. 2090]. SMRH

9 Case KJC Doc 2286 Filed 09/17/14 Page 9 of 21 amount of the time and attention from the original Sheppard Mullin attorneys staffed on this matters. 9. As noted in the Supplemental Declarations, Sheppard Mullin provided notice to the Debtor, the parties-in-interest and the court in the Engagement Letter that its hourly rates are subject to periodic adjustments and the Debtor consented specifically to the adjustments. Henceforth, Sheppard Mullin will continue to abide by the terms of the Engagement Letter and, after obtaining prior approval from the Debtor, will make the usual annual adjustments to the hourly rates of its attorneys going forward. 10. The Debtor has approved of the 2014 hourly rate increases as set forth below. 2 Name Title 2013 Billing Rate Rate Effective as of January 1, 2014 Brunette, Richard W. Partner $ $ O'Neil, Stephen J. Partner $ $ Parker, Jeffrey J. Partner $ $ Theard, Olivier F. Partner $ $ Visser, Randolph C. 3 Partner $ $ Jeffrey A. Kaye Contract Attorney $ $ Kleaver, Alison N. Associate $ $ Merritt, Alexander L. Associate $ $ Cook, Mercedes A. Associate $ $ Luna, Claudia, M. 4 Paralegal $ $ Second Supplemental Declaration of Randolph C. Visser, Esq. In Connection with the Retention of Sheppard Mullin Richter & Hampton, LLP, As Special Counsel for the Debtors [Docket No. 1469]; Third Supplemental Declaration Of Randolph C. Visser, ESQ. In Connection With The Retention Of Sheppard Mullin Richter & Hampton LLP As Special Counsel For The Debtors [Docket No. 1898] 3 Pursuant to the Engagement Letter, Randolph C. Visser s hourly rate was actually $ However, due to an internal billing error, his time had been billed at $ until January Claudia M. Luna s standard hourly rate was actually $200.00; her time was billed incorrectly at the hourly rate of $ due to an internal billing error. SMRH

10 Case KJC Doc 2286 Filed 09/17/14 Page 10 of These increased rates are reasonable relative to prevailing market rates for peer firms. See Declaration of Chuck Chandler, dated September 12, 2014, filed concurrently with this Motion ( Chandler Decl. ) 4. Specifically, Sheppard Mullin s increased partner rates, which range between $ to $620.00, are lower than the average rates charged for partners by comparable AMLAW 100 firms in the environmental practice in See Exhibit B to the Chandler Decl. Similarly, Sheppard Mullin s increased associate rates, which range between $ to $480.00, are lower than the average rates charged for associates at comparable AMLAW 100 firms in the environmental practice in See id. Additionally, Sheppard Mullin s increased partner and associate rates are lower than the average rates charged for partners and associates in comparable AMLAW 100 firms within the litigation practice. See id. Finally, Sheppard Mullin s increased counsel rate is lower than the average rate charged for counsel at comparable AMLAW 100 firms in both the litigation and environmental practices. See id. As Sheppard Mullin s increased rates for its professionals are lower than the average rates charged by comparable firms within the environmental and litigation practices, the increased rates are reasonable in light of the current market rates. 12. No previous request for the relief sought herein has been made by Sheppard Mullin to this or any other Court other than the Motion. SMRH

11 Case KJC Doc 2286 Filed 09/17/14 Page 11 of 21 Dated New York, New York September 17, 2014 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP /s/carren Shulman. By Carren B. Shulman, Esq. (Admitted Pro Hac Vice) 30 Rockefeller Plaza New York, New York Telephone (212) Facsimile (212) and- Randolph C. Visser, Esq. Richard W. Brunette, Esq. 333 S. Hope Street, 43rd Floor Los Angeles, CA Telephone (213) Facsimile (213) SMRH

12 Case KJC Doc 2286 Filed 09/17/14 Page 12 of 21 EXHIBIT A Engagement Letter SMRH

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19 Case KJC Doc 2286 Filed 09/17/14 Page 19 of 21 EXHIBIT B Proposed Order SMRH

20 Case KJC Doc 2286 Filed 09/17/14 Page 20 of 21 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re EXIDE TECHNOLOGIES Debtor x Chapter 11 Case No (KJC) ORDER PURSUANT TO 11. U.S.C. 327(a) AND 330 AUTHORIZING A CHANGE IN FEE RATES FOR SHEPPARD MULLIN Upon the Motion, dated September 17, 2014 (the Motion ), 1 of Sheppard Mullin Richter & Hampton LLP for entry of an order, pursuant to sections 327(a) and 330 of title 11 of the United States Code (the Bankruptcy Code ), authorizing a change to its fee rates for 2014 forward, on consent of the Debtor, and in accordance with the terms of its Engagement Letter, dated May 19, 2008, all as more fully described in the Motion; and due and proper notice of the Motion having been provided, and it appearing that no other or further notice need be provided; and the Court having found and determined that the relief sought in the Motion is in the best interest of Exide Technologies, its estate, creditors, and all parties in interest and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is ORDERED that the Motion is granted as provided herein; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from or related to this Order. 1 Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Motion. SMRH

21 Case KJC Doc 2286 Filed 09/17/14 Page 21 of 21 Dated Wilmington, Delaware September, 2014 United States Bankruptcy Judge SMRH