exv4w3






Exhibit 4.3




REGISTRATION RIGHTS AGREEMENT




by and among




Exide Technologies,




and




Deutsche Bank Securities Inc.,

as the Representative of the several Initial Purchasers




Dated as of January 25, 2011






 









 








REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of January
25, 2011, by and among Exide Technologies, a Delaware corporation (the “Company”), and Deutsche
Bank Securities Inc., as the representative (the “Representative”) of the several initial
purchasers (collectively, the “Initial Purchasers”) listed on Schedule I to the Purchase Agreement
(as defined below), each of which has agreed to purchase the Company’s 85⁄8% Senior Secured Notes due
2018 (the “Initial Notes”) pursuant to the Purchase Agreement.



     This Agreement is made pursuant to the Purchase Agreement, dated as of January 13, 2011 (the
“Purchase Agreement”), among the Company and the Representative on behalf of itself and the Initial
Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders
from time to time of the Initial Notes, including the Initial Purchasers. In order to induce the
Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchasers as set forth in Section 5(f) of the Purchase
Agreement.



     The parties hereby agree as follows:



     SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have
the following meanings:



     Additional Interest: As defined in Section 5 hereof.



     Advice: As defined in the last paragraph of Section 6 hereof.



     Agreement: As defined in the preamble hereto.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in New York, New York are authorized or obligated
to be closed.



     Closing Date: The date of this Agreement.



     Commission: The U.S. Securities and Exchange Commission.



     Company: As defined in the preamble hereto.



     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing with the Commission of the Exchange Offer
Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer and its
becoming or being declared effective under the Securities Act, (ii) the maintenance of the
continuous effectiveness of such Registration Statement, and the keeping of the Exchange Offer
open, for a period not less than the minimum period required pursuant to Section 3(b) hereof, and
(iii) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the
same aggregate principal amount as the aggregate principal amount of Initial Notes that were
tendered by Holders thereof pursuant to the Exchange Offer.



 









 





     Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.



     Exchange
Notes: The 85⁄8% Senior Secured Notes due 2018 of the same series under the Indenture
as the Initial Notes, to be issued to Holders in exchange for Transfer Restricted Notes pursuant to
this Agreement.



     Exchange Offer: The registration by the Company under the Securities Act of the Exchange
Notes pursuant to a Registration Statement pursuant to which the Company offers the Holders of all
outstanding Transfer Restricted Notes the opportunity to exchange all such outstanding Transfer
Restricted Notes held by such Holders for Exchange Notes in an aggregate principal amount equal to
the aggregate principal amount of the Transfer Restricted Notes tendered in such exchange offer by
such Holders.



     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     FINRA: Financial Industry Regulatory Authority, Inc.



     Holder: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The Indenture, dated as of January 25, 2011, by and among the Company and Wells
Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to which the Notes are to be
issued, as such Indenture may be amended or supplemented from time to time in accordance with the
terms thereof.



     Initial Notes: As defined in the preamble hereto.



     Initial Placement: The issuance and sale by the Company of the Initial Notes to the Initial
Purchasers pursuant to the Purchase Agreement.



     Initial Purchaser: As defined in the preamble hereto.



     Interest Payment Date: As defined in the Indenture and the Notes.



     Notes: The Initial Notes and the Exchange Notes.



     Person: Any individual, corporation, limited liability company, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government or any agency or
political subdivision thereof or any other entity.



     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



     Purchase Agreement: As defined in the preamble hereto.



     Representative: As defined in the preamble hereto.



     Registration Default: As defined in Section 5 hereof.



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     Registration Statement: Any registration statement of the Company relating to (a) an offering
of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Notes pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.



     Securities Act: The Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.



     Shelf Filing Deadline: As defined in Section 4(a)(x) hereof.



     Shelf Registration Statement: As defined in Section 4(a)(x) hereof.



     Suspension Period: As defined in the final paragraph of Section 6 hereof.



     Transfer Restricted Notes: Each Initial Note, until the earliest to occur of (a) the date on
which such Initial Note is exchanged in the Exchange Offer for an Exchange Note entitled to be
resold to the public by the Holder thereof without complying with the prospectus delivery
requirements of the Securities Act, (b) the date on which such Initial Note has been effectively
registered under the Securities Act and disposed of in accordance with a Shelf Registration
Statement, (c) the date on which such Initial Note is distributed by a Broker-Dealer pursuant to
the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including
delivery of the Prospectus contained therein) and (d) the date on which such Initial Note is sold
pursuant to Rule 144 under the Securities Act under circumstances in which any legend borne by such
Initial Note relating to restrictions on transferability thereof, under the Securities Act or
otherwise, is removed by the Company or pursuant to the Indenture.



     Trust Indenture Act: The Trust Indenture Act of 1939, as amended, and the rules and
regulations promulgated thereunder.



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.



     SECTION 2. Notes Subject to this Agreement.



     (a) Transfer Restricted Notes. The securities entitled to the benefits of this Agreement are
the Transfer Restricted Notes.



     (b) Holders of Transfer Restricted Notes. A Person is deemed to be a holder of Transfer
Restricted Notes (each, a “Holder”) whenever such Person owns Transfer Restricted Notes.



     SECTION 3. Registered Exchange Offer.



     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), the
Company shall (i) use its commercially reasonable efforts to cause to be filed with the Commission
as soon as practicable after the Closing Date the Exchange Offer Registration Statement, (ii) use
its commercially reasonable efforts to cause such Registration Statement to become or be declared
effective at the earliest possible time, but in no event later than 240 days after the Closing Date
(or if such 240th day is not a Business Day, the next succeeding Business Day), (iii) in connection
with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be
necessary in order to cause such Regis-



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tration Statement to become or be declared effective, (B) if
applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A
under the Securities Act and (C) cause all necessary filings in connection with the registration
and qualification of the Exchange Notes to be made under the state securities or blue sky laws of
such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the
Registration Statement becoming or being declared effective, commence the Exchange Offer. The
Exchange Offer Registration Statement shall be on the appropriate form permitting registration of
the Exchange Notes to be offered in exchange for the Transfer Restricted Notes and to permit
resales of Initial Notes held by Broker-Dealers as contemplated by Section 3(c) hereof. The
Company shall use its commercially reasonable efforts to cause all Exchange Notes to have the same
CUSIP number.




     (b) The Company shall use its commercially reasonable efforts to cause the Exchange Offer
Registration Statement to be effective continuously and shall keep the Exchange Offer open for a
period of not less than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be
less than 20 Business Days after the commencement of the Exchange Offer. The Company shall cause
the Exchange Offer to comply with all applicable federal and state securities laws. No securities
other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The
Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated
on the earliest practicable date after the Exchange Offer Registration Statement has become or been
declared effective, but in no event later than 270 days after the Closing Date (or if such 270th
day is not a Business Day, the next succeeding Business Day).



     (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Initial Notes that are Transfer Restricted Notes and that were acquired for its own account as a
result of market-making activities or other trading activities (other than Transfer Restricted
Notes acquired directly from the Company) may exchange such Initial Notes pursuant to the Exchange
Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the
Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities
Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the
Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan
of Distribution” section shall also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto,
but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of
Initial Notes held by any such Broker-Dealer except to the extent required by the Commission as of
the date the Exchange Offer Registration Statement becomes or is declared effective.



     The Company shall use its commercially reasonable efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for
resales of Initial Notes acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from
the date on which the Exchange Offer Registration Statement becomes or is declared effective and
(ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection
with market-making or other trading activities.



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     The Company shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales.



     SECTION 4. Shelf Registration.



     (a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer
Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not
permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i)
hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within
270 days after the Closing Date (or if such 270th day is not a Business Day, the next succeeding
Business Day), or (iii) with respect to any Holder of Transfer Restricted Notes (A) such Holder is
prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B)
such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public
without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a
Broker-Dealer and holds Initial Notes acquired directly from the Company or one of its affiliates,
then, upon such Holder’s request, the Company shall:




     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”), as soon as practicable, but in no event
later than the earliest to occur of (1) the 60th day after the date on which the Company
determines that it is not required to file the Exchange Offer Registration Statement, (2)
the 60th day after the date on which the Company receives notice from a Holder of Transfer
Restricted Notes as contemplated by clause (iii) above and (3) the 270th day after the
Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)
(such earliest date being the “Shelf Filing Deadline”), which Shelf Registration Statement
shall provide for resales of all Transfer Restricted Notes the Holders of which shall have
provided the information required pursuant to Section 4(b) hereof; and




     (y) use their commercially reasonable efforts to cause such Shelf Registration
Statement to become or be declared effective by the Commission at the earliest possible
time, but in no event later that the 150th day after the Shelf Filing Deadline (or if such
150th day is not a Business Day, the next succeeding Business Day).



     The Company shall use its commercially reasonable efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended as required by the provisions of
Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of
Initial Notes by the Holders of Transfer Restricted Notes entitled to the benefit of this Section
4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act
and the policies, rules and regulations of the Commission as announced from time to time, for a
period of at least one year following the effective date of such Shelf Registration Statement (or
shorter period that will terminate when all the Initial Notes covered by such Shelf Registration
Statement have been sold pursuant to such Shelf Registration Statement or are otherwise no longer
Transfer Restricted Securities).



     Notwithstanding the foregoing, the Company may suspend the offering and sale under the Shelf
Registration Statement (the “Suspension Period”) for a period or periods if (i) the board of
directors reasonably determines that the continued use of such Shelf Registration Statement would
(A) require the Company to make a public disclosure of material non-public information, which
disclosure in the good faith judgment of the board of directors of the Company (1) would be
required to be made in such Shelf Registration Statement so that such Shelf Registration Statement
would not be materially misleading and




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(2) would not be required to be made at such time but for the continued use of such
Shelf Registration Statement or (B) would in the good faith and judgment of the board of directors
of the Company be expected to have a material adverse effect on the Company or its business or on
the Company’s ability to effect a planned or proposed acquisition, disposition, financing,
reorganization, recapitalization or similar transaction and (ii) the Company notifies the
underwriters, if any, and the Holders of Transfer Restricted Securities within five days after the
board of directors makes the relevant determination set forth in clause (i); provided that the
period or periods of suspension under clause (i) above shall not exceed, in the aggregate, 60 days
in any twelve-month period during which the Shelf Registration Statement is required to be
effective.




     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes
in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor,
such information as the Company may reasonably request for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein or amendment or
supplement thereto. Each Holder as to which any Shelf Registration Statement is being effected
agrees to furnish promptly to the Company all information required to be disclosed in order to make
the information previously furnished to the Company by such Holder not materially misleading.



     SECTION 5. Additional Interest. If (i) unless the Exchange Offer shall not be permissible
under applicable law or Commission policy, the Exchange Offer Registration Statement has not become
or been declared effective by the Commission on or prior to the 240th day after the Closing Date
(or if such 240th day is not a Business Day, the next succeeding Business Day), (ii) in the event
the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A)
the Shelf Registration Statement is not filed by the Shelf Filing Deadline or (B) the Shelf
Registration Statement has not become or been declared effective by the Commission on or prior to
the 150th day after the Shelf Filing Deadline (or if such 150th day is not a Business Day, the next
succeeding Business Day), (iii) the Exchange Offer has not been Consummated within 270 days after
the Closing Date or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be usable for its intended
purpose without being succeeded immediately by a post-effective amendment to such Registration
Statement that cures such failure and that is itself immediately declared effective (each such
event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees
that the interest rate borne by the Transfer Restricted Notes shall be increased by 0.25% per annum
during the 90-day period immediately following the occurrence of any Registration Default and shall
increase by 0.25% per annum at the end of each subsequent 90-day period (such increases,
“Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Any amounts of
Additional Interest due pursuant to this Section 5 will be paid in cash on the relevant Interest
Payment Date to Holders of record on the relevant regular record dates. Following the cure of all
Registration Defaults relating to any particular Transfer Restricted Notes, the interest rate borne
by the relevant Transfer Restricted Notes will be reduced to the original interest rate borne by
such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest
rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer
Restricted Notes shall again be increased pursuant to the foregoing provisions.



     All obligations of the Company set forth in the preceding paragraph that are outstanding with
respect to any Transfer Restricted Note at the time such security ceases to be a Transfer
Restricted Note shall survive until such time as all such obligations with respect to such security
shall have been satisfied in full.



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     Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not
increase because more than one Registration Default has occurred and is pending at any given time
and (ii) a Holder of Transfer Restricted Notes that has not provided the information required pursuant to
Section 4(b) hereof within the time period set forth therein shall not be entitled to Additional
Interest with respect to a Registration Default that pertains to the relevant Shelf Registration
Statement.



     SECTION 6. Registration Procedures.



     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company
shall comply with all of the applicable provisions of Section 6(c) hereof, shall use its
commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted
Notes being sold in accordance with the intended method or methods of distribution thereof, and
shall comply with all of the following provisions:




     (i) If in the reasonable opinion of counsel to the Company there is a question as to
whether the Exchange Offer is permitted by applicable law, the Company hereby agrees to seek
a no-action letter or other favorable decision from the Commission allowing the Company to
Consummate an Exchange Offer for such Initial Notes. The Company hereby agrees to pursue
the issuance of such a decision to the Commission staff level but shall not be required to
take commercially unreasonable action to effect a change of Commission policy. The Company
hereby agrees, however, to (A) participate in telephonic conferences with the Commission,
(B) deliver to the Commission staff an analysis prepared by counsel to the Company setting
forth the legal bases, if any, upon which such counsel has concluded that such an Exchange
Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission
staff of such submission.




     (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Notes shall furnish, upon the request of
the Company, prior to the Consummation thereof, a written representation to the Company
(which may be contained in the letter of transmittal contemplated by the Exchange Offer
Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it
is not engaged in, and does not intend to engage in, and has no arrangement or understanding
with any Person to participate in, a distribution of the Exchange Notes to be issued in the
Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of
business. In addition, all such Holders of Transfer Restricted Notes shall otherwise
cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby
acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer
to participate in a distribution of the securities to be acquired in the Exchange Offer (1)
could not under Commission policy as in effect on the date of this Agreement rely on the
position of the Commission enunciated in Morgan Stanley and Co., Inc. (available
June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and
similar no-action letters (which may include any no-action letter obtained pursuant to
clause (i) above), and (2) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale transaction and
that such a secondary resale transaction should be covered by an effective registration
statement containing the selling security holder information required by Item 507 or 508, as
applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder
in exchange for Initial Notes acquired by such Holder directly from the Company.



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     (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the
Company shall comply with all the provisions of Section 6(c) hereof and shall use its commercially
reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Notes
being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto
the Company will as expeditiously as is commercially reasonable prepare and file with the
Commission a Shelf Registration Statement relating to the registration on any appropriate form
under the Securities Act, which form shall be available for the sale of the Transfer Restricted
Notes in accordance with the intended method or methods of distribution thereof.



     (c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Notes (including,
without limitation, any Registration Statement and the related Prospectus required to permit
resales of Initial Notes by Broker-Dealers), the Company shall:




     (i) use its commercially reasonable efforts to keep such Registration Statement
continuously effective during the period required by this Agreement and provide all
requisite financial statements;




     (ii) upon the occurrence of any event that would cause any such Registration Statement
or the Prospectus contained therein (A) to contain a material misstatement or omission or
(B) not to be effective and usable for resale of Transfer Restricted Notes during the period
required by this Agreement, the Company shall file promptly an appropriate amendment to such
Registration Statement, in the case of clause (A), correcting any such misstatement or
omission, and, in the case of either clause (A) or (B), use its commercially reasonable
efforts to cause such amendment to become or be declared effective and such Registration
Statement and the related Prospectus to become usable for their intended purpose(s) as soon
as practicable thereafter;




     (iii) prepare and file with the Commission such amendments and post-effective
amendments to the applicable Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set forth in Section 3 or 4
hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted
Notes covered by such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable
provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the disposition of all securities
covered by such Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;




     (iv) advise the underwriter(s), if any, and selling Holders promptly and, if requested
by such Persons, to confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the same has become or
been declared effective, (B) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for additional
information relating thereto, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement under the Securities Act or of
the suspension by any state securities commission of the qualification of the Transfer
Restricted Notes for offering or sale in any jurisdiction, or the initiation of any
proceeding for any of the preceding purposes, (D) of the existence of any fact or the
happening of any event that makes any statement of a material fact made in the Registration



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Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated
by reference therein untrue, or that requires the making of any additions to or changes in
the Registration Statement or the Prospectus in order to make the statements therein not
misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory authority
shall issue an order suspending the qualification or exemption from qualification of the
Transfer Restricted Notes under state securities or blue sky laws, the Company shall use its
commercially reasonable efforts to obtain the withdrawal or lifting of such order at the
earliest possible time;




     (v) furnish without charge to each of the Initial Purchasers, each selling Holder named
in any Registration Statement that has requested such copies, if any, and each of the
underwriter(s), if any, before filing with the Commission, copies of any Registration
Statement or any Prospectus included therein or any amendments or supplements to any such
Registration Statement or Prospectus (including all documents incorporated by reference
after the initial filing of such Registration Statement), which documents will be subject to
the review and comment of such requesting Holders and underwriter(s) in connection with such
sale, if any, for a period of at least five Business Days, and the Company will not file any
such Registration Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus (including all such documents incorporated by
reference) to which an Initial Purchaser of Transfer Restricted Notes covered by such
Registration Statement or the underwriter(s), if any, shall reasonably object in writing
within five Business Days after the receipt thereof (such objection to be deemed timely made
upon confirmation of telecopy transmission within such period). The objection of an Initial
Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration
Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed,
contains a material misstatement or omission;




     (vi) promptly prior to the filing of any document that is to be incorporated by
reference into a Registration Statement or Prospectus, provide copies of such document to
the Initial Purchasers, to each selling Holder named in any Registration Statement that has
requested such documents, if any, and to the underwriter(s), if any, make the Company’s
representatives reasonably available for discussion of such document and other customary due
diligence matters, and include such information in such document prior to the filing thereof
as such selling Holders or underwriter(s), if any, reasonably may request;




     (vii) make available at reasonable times for inspection by the Initial Purchasers, the
managing underwriter(s), if any, participating in any disposition pursuant to such
Registration Statement and any attorney or accountant retained by such Initial Purchasers or
any of the underwriter(s), in each case subject to confidentiality agreements in form and
substance customarily entered into by such Initial Purchasers or underwriters, all financial
and other records, pertinent corporate documents and properties of the Company and cause the
Company’s officers, directors and employees to supply all information reasonably requested
by any such Holder, underwriter, attorney or accountant in connection with such Registration
Statement or any post-effective amendment thereto subsequent to the filing thereof and prior
to its effectiveness and to participate in meetings with investors to the extent reasonably
requested by the managing underwriter(s), if any;




     (viii) if requested by any selling Holders or the underwriter(s), if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such selling Holders and
underwriter(s), if any, may reasonably request to have included therein, including, without
limitation, information relating to



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the “Plan of Distribution” of the Transfer Restricted
Notes, information with respect to the principal amount of Transfer Restricted Notes being
sold to such underwriter(s), the purchase price being paid therefor and any other terms of
the offering of the Transfer Restricted Notes to be sold in such offering; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable after the Company
is notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;




     (ix) cause the Transfer Restricted Notes covered by the Registration Statement to be
rated with the appropriate rating agencies, if so requested by the Holders of a majority in
aggregate principal amount of Notes covered thereby or the underwriter(s), if any;




     (x) furnish to each Initial Purchaser, each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the Registration Statement, as
first filed with the Commission, and of each amendment thereto, including financial
statements and schedules, if requested, all documents incorporated by reference therein and
all exhibits (including exhibits incorporated therein by reference);




     (xi) deliver to each selling Holder and each of the underwriter(s), if any, without
charge, as many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; the Company hereby
consents to the use of the Prospectus and any amendment or supplement thereto by each of the
selling Holders and each of the underwriter(s), if any, in connection with the offering and
the sale of the Transfer Restricted Notes covered by the Prospectus or any amendment or
supplement thereto;




     (xii) in the case of a Shelf Registration Statement, and upon the reasonable request of
any selling Holder named in such Registration Statement, enter into such agreements
(including an underwriting agreement), and make such representations and warranties, and
take all such other commercially reasonable actions in connection therewith in order to
expedite or facilitate the disposition of the Transfer Restricted Notes pursuant to any
Registration Statement contemplated by this Agreement, all to such extent as may be
reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Notes
or underwriter in connection with any sale or resale pursuant to such Shelf Registration
Statement contemplated by this Agreement; and whether or not an underwriting agreement is
entered into and whether or not the registration is an Underwritten Registration, the
Company shall:




     (A) furnish to each Initial Purchaser, each selling Holder and each
underwriter, if any, in such substance and scope as they may reasonably request and
as are customarily made by issuers to underwriters in primary underwritten
offerings, upon the date of the Consummation of the Exchange Offer or, if
applicable, the effectiveness of the Shelf Registration Statement:




     (1) a certificate, dated the date of Consummation of the Exchange Offer
or the date of effectiveness of the Shelf Registration Statement, as the
case may be, signed by (y) the President or any Vice President and (z) a
principal financial or accounting officer of the Company, confirming, as of
the date thereof, the matters set forth in Section 5(b) of the Purchase
Agreement and such other matters as such parties may reasonably request;




     (2) if requested by a majority of selling Holders, an opinion, dated
the date of Consummation of the Exchange Offer or the date of effectiveness
of



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the Shelf Registration Statement, as the case may be, of counsel for the
Company, covering the matters set forth in the opinion delivered pursuant to
Section 5(c) of the Purchase Agreement and such other matters as such parties
may reasonably request;




     (3) a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement, from the Company’s independent accountants, in
the customary form and covering matters of the type customarily requested to
be covered in comfort letters by underwriters in connection with primary
underwritten offerings, and covering or affirming the matters set forth in
the comfort letters delivered pursuant to Section 5(e) of the Purchase
Agreement, without exception;




     (B) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 8 hereof
with respect to all parties to be indemnified pursuant to said Section; and




     (C) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 6(c)(xii)(A) hereof
and with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company pursuant to this Section 6(c)(xii), if any.




     If at any time the representations and warranties of the Company contemplated in
Section 6(c)(xii)(A)(1) hereof cease to be true and correct, the Company shall so advise the
Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if
requested by such Persons, shall confirm such advice in writing;




     (xiii) prior to any public offering of Transfer Restricted Notes, cooperate with the
selling Holders, the underwriter(s), if any, and their respective counsel in connection with
the registration and qualification of the Transfer Restricted Notes under the state
securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s),
if any, may request and do any and all other acts or things necessary or advisable to enable
the disposition in such jurisdictions of the Transfer Restricted Notes covered by the Shelf
Registration Statement; provided, however, that the Company shall not be required to
register or qualify as a foreign corporation where it is not then so qualified or to take
any action that would subject it to the service of process in suits or to taxation, other
than as to matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not then so subject;




     (xiv) in the case of a Shelf Registration Statement, shall issue, upon the request of
any Holder of Initial Notes covered by the Shelf Registration Statement, Exchange Notes
having an aggregate principal amount equal to the aggregate principal amount of Initial
Notes surrendered to the Company by such Holder in exchange therefor or being sold by such
Holder; such Exchange Notes to be registered in the name of such Holder or in the name of
the purchaser(s) of such Notes, as the case may be; in return, the Initial Notes held by
such Holder shall be surrendered to the Company for cancellation;




     (xv) in the case of a Shelf Registration Statement, and subject to the forms of the
Indenture, cooperate with the selling Holders and the underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing Transfer Restricted Notes
to be sold and not bearing any restrictive legends; and enable such Transfer Restricted
Notes to be in such denominations and registered in such names as the Holders or the
underwriter(s), if any, may request at




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least two Business Days prior to any sale of Transfer Restricted Notes made by
such Holders or underwriter(s);





     (xvi) use its commercially reasonable efforts to cause the Transfer Restricted Notes
covered by the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or sellers
thereof or the underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Notes, subject to the proviso contained in Section 6(c)(xiii) hereof;




     (xvii) if any fact or event contemplated by Section 6(c)(iv)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Notes, the Prospectus will not contain an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein not
misleading;




     (xviii) provide a CUSIP number for all Notes not later than the effective date of the
Registration Statement covering such Notes and provide the Trustee under the Indenture with
printed certificates for such Notes which are in a form eligible for deposit with the
Depository Trust Company and take all other action necessary to ensure that all such Notes
are eligible for deposit with the Depository Trust Company;




     (xix) cooperate and assist in any filings required to be made with the FINRA and in the
performance of any due diligence investigation by any underwriter (including any “qualified
independent underwriter”) that is required to be retained in accordance with the rules and
regulations of the FINRA;




     (xx) otherwise use its commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its security
holders, as soon as practicable, a consolidated earnings statement meeting the requirements
of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period
(A) commencing at the end of any fiscal quarter in which Transfer Restricted Notes are sold
to underwriters in a firm commitment or commercially reasonable efforts Underwritten
Offering or (B) if not sold to underwriters in such an offering, beginning with the first
month of the Company’s first fiscal quarter commencing after the effective date of the
Registration Statement; and




     (xxi) cause the Indenture to be qualified under the Trust Indenture Act not later than
the effective date of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the Holders of Notes to effect such
changes to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and to execute and use its
commercially reasonable efforts to cause the Trustee to execute, all documents that may be
required to effect such changes and all other forms and documents required to be filed with
the Commission to enable such Indenture to be so qualified in a timely manner.



     Each Holder agrees by acquisition of a Transfer Restricted Note that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iv)(D)
hereof or any Suspension Period, such Holder will forthwith discontinue disposition of Transfer
Restricted Notes pursuant to the applicable Registration Statement until such Holder’s receipt of
the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvii) hereof, or
until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be
resumed, and has received copies of



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any additional or supplemental filings that are incorporated by reference in the Prospectus.
If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense)
all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus
covering such Transfer Restricted Notes that was current at the time of receipt of such notice. In
the event the Company shall give any such notice, the time period regarding the effectiveness of
such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by
the number of days during the period from and including the date of the giving of such notice
pursuant to Section 6(c)(iv)(D) hereof or notice of any Suspension Period to and including the date
when each selling Holder covered by such Registration Statement shall have received the copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(xvii) hereof or shall have
received the Advice; provided, however, that no such extension shall be taken into account in
determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such
Additional Interest, it being agreed that the Company’s option to suspend use of a Registration
Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of
Section 5 hereof.




     SECTION 7. Registration Expenses.



     (a) All expenses incident to the Company’s performance of or compliance with this Agreement
will be borne by the Company regardless of whether a Registration Statement becomes or is declared
effective, including, without limitation: (i) all registration and filing fees and expenses
(including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the
fees and expenses of any “qualified independent underwriter” and its counsel that may be required
by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal
securities and state securities or blue sky laws; (iii) all expenses of printing (including
printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of
counsel for the Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted
Notes; (v) all application and filing fees in connection with listing the Exchange Notes on a
securities exchange or automated quotation system pursuant to the requirements thereof; and (vi)
all fees and disbursements of independent certified public accountants of the Company (including
the expenses of any special audit and comfort letters required by or incident to such performance).



     The Company will, in any event, bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting duties), the
expenses of any annual audit and the fees and expenses of any Person, including special experts,
retained by the Company.



     (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer
Restricted Notes being tendered in the Exchange Offer and/or resold pursuant to the “Plan of
Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the
Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel, who shall be Cahill Gordon & Reindel llp or such other counsel as may be
chosen by the Holders of a majority in principal amount of the Transfer Restricted Notes for whose
benefit such Registration Statement is being prepared.



     SECTION 8. Indemnification.



     (a) The Company agrees to indemnify and hold harmless (i) each Holder and (ii) each Person, if
any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter
referred to as a



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“controlling person”) and (iii) the respective officers, directors, partners, employees,
representatives and agents of any Holder or any controlling person (any Person referred to in
clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the
fullest extent lawful, from and against any and all losses, claims, damages, liabilities,
judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of
all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or
defending any claim or action, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, including the reasonable fees and expenses of counsel to any
Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon,
arising out of or in connection with any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or Prospectus (or any amendment or supplement
thereto), or any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the case of any Prospectus, in the
light of the circumstances under which they were made), not misleading, except insofar as such
losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or
alleged untrue statement or omission that is made in reliance upon and in conformity with
information relating to any of the Holders furnished in writing to the Company by or on behalf of
any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any
liability which the Company may otherwise have.




     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Company, such Indemnified Holder (or the Indemnified
Holder controlled by such controlling person) shall promptly notify the Company in writing;
provided, however, that the failure to give such notice shall not relieve any of the Company of its
obligations pursuant to this Agreement. Such Indemnified Holder shall have the right to employ its
own counsel in any such action and the fees and expenses of such counsel shall be paid, as
incurred, by the Company (regardless of whether it is ultimately determined that an Indemnified
Holder is not entitled to indemnification hereunder). The Company shall not, in connection with
any one such action or proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for such Indemnified Holders, which firm shall be
designated by the Holders. The Company shall be liable for any settlement of any such action or
proceeding effected with the Company’s prior written consent, which consent shall not be withheld
unreasonably, and the Company agrees to indemnify and hold harmless any Indemnified Holder from and
against any loss, claim, damage, liability or expense by reason of any settlement of any action
effected with the written consent of the Company. The Company shall not, without the prior written
consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or
otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in
respect of which indemnification or contribution may be sought hereunder (whether or not any
Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Holder from all liability arising out of such
action, claim, litigation or proceeding.



     (b) Each Holder of Transfer Restricted Notes agrees, severally and not jointly, to indemnify
and hold harmless the Company and its directors and officers who sign a Registration Statement, and
any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) the Company, and the officers, directors, partners, employees, representatives and
agents of each such Person, to the same extent as the foregoing indemnity from the Company to each
of the Indemnified Holders, but only with respect to claims and actions based on information
relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in
any Registration Statement. In case any action or proceeding shall be brought against the Company
or its directors or officers or any such controlling person in respect of which indemnity may be
sought against a Holder of Transfer Restricted



-14-









 




Notes, such Holder shall have the rights and duties given to the Company, and the Company, its
respective directors and officers and such controlling person shall have the rights and duties
given to each Holder by the preceding paragraph. This indemnity agreement shall be in addition to
any liability which Holders may otherwise have.




     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities, judgments, actions or expenses in such
proportion as is appropriate to reflect the relative benefits received by the Company, on the one
hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the
Company shall be deemed to be equal to the total gross proceeds to the Company from the Initial
Placement), the amount of Additional Interest which did not become payable as a result of the
filing of the Registration Statement resulting in such losses, claims, damages, liabilities,
judgments actions or expenses, and such Registration Statement, or if such allocation is not
permitted by applicable law, the relative fault of the Company, on the one hand, and the Holders,
on the other hand, in connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the Company, on the one hand, and of the Indemnified Holder, on the other
hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company, on the one hand, or the Indemnified Holders, on the other
hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or
other fees or expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.



     The Company and each Holder of Transfer Restricted Notes agree that it would not be just and
equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities or expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the
Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the total discount received by such Holder with respect
to the Initial Notes exceeds the amount of any damages which such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c)
are several in proportion to the respective principal amount of Initial Notes held by each of the
Holders hereunder and not joint.



     SECTION 9. Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Notes remain outstanding, to make available to any Holder or beneficial owner of
Transfer Restricted Notes in connection with any sale thereof and any prospective purchaser of such



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Transfer Restricted Notes from such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted
Notes pursuant to Rule 144A under the Securities Act.




     SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer
Restricted Notes on the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other
documents required under the terms of such underwriting arrangements.



     SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Notes covered by
the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Notes in an
Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing
underwriter(s) that will administer such offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Notes included in such offering; provided,
however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory
to the Company.



     SECTION 12. Miscellaneous.



     (a) Remedies. The Company hereby agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agree to waive the defense in any action for specific performance that a remedy at law
would be adequate.



     (b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement
enter into any agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The
rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s securities under any agreement in effect on
the date hereof.



     (c) Adjustments Affecting the Notes. The Company will not take any action, or permit any
change to occur, with respect to the Notes that would materially and adversely affect the ability
of the Holders to Consummate any Exchange Offer.



     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the
written consent of Holders of all outstanding Transfer Restricted Notes and (ii) in the case of all
other provisions hereof, obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Notes (excluding any Transfer Restricted Notes held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from
the provisions hereof that relates exclusively to the rights of Holders whose securities are being
tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights
of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be
given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Notes
being tendered or registered; provided, however, that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the
written consent of each such Initial Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective.




-16-












 





     (e) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail (registered or certified, return
receipt requested), facsimile, or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and




(ii) if to the Company:


Exide Technologies

13000 Deerfield Parkway, Building 200

Milton, Georgia 30004

Facsimile: (678) 566-9229

Attention: General Counsel



With a copy to:



Jones Day

77 West Wacker, Suite 3500

Chicago, Illinois 60601

Facsimile: (312) 782-8585

Attention: Timothy J. Melton




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if sent by facsimile; and on the next
Business Day, if timely delivered to an air courier guaranteeing overnight delivery.



     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Notes; provided, however,
that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a
Holder unless and to the extent such successor or assign acquired Transfer Restricted Notes from
such Holder.



     (g) Counterparts. This Agreement may be executed in any number of counterparts (including by
facsimile or other method of electronic transmission) and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.



     (h) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.



     (j) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and



-17-









 




enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.




     (k) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with respect to the Transfer
Restricted Notes. This Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.



[Signature Pages Follow]






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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	EXIDE TECHNOLOGIES

 	 
	 	By:  	/s/ Brad S. Kalter
 	 
	 	 	Name:  	Brad S. Kalter 	 
	 	 	Title:  	Vice President, Deputy General Counsel
and Corporate Secretary 	 



-19-









 






	 	 	 	 	 




     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:



DEUTSCHE BANK SECURITIES INC.

Acting on behalf of itself and as the Representative of the several Initial Purchasers




	 	 	 	 	 
	 	 
	By:  	/s/  Edwin E. Roland	 
	 	Name  Edwin E. Roland	 
	 	Title    Managing
Director	 
	 
	 	 
	By:  	/s/  Frank Fazio	 
	 	Name  Frank Fazio	 
	 	Title    Managing
Director	 
	 




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