of the Indenture, state the amount (in
denominations of $1,000 and integral multiples thereof): $
Dated:
________________
Signed:
(Sign exactly as name appears on the other
side of this Note)
Signature Guarantee:
Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor program reasonably acceptable to the
Trustee)
A-12
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTEa
The following exchanges of a part of this Global Note for an interest in another
Global Note or for a Physical Note, or exchanges of a part of another Global
Note or Physical Note for an interest in this Global Note, have been made:
Date of Exchange
Amount of decrease in
Principal Amount of
this Global Note
Amount of increase in
Principal Amount of
this Global Note
Principal Amount of
this Global Note
following such decrease
(or increase)
Signature of
authorized officer of
Trustee or Note
Custodian
a This schedule should be included only if the Note is issued in global form.
A-13
EXHIBIT B
FORM OF LEGENDS
Each Global Note and Physical Note that constitutes a Restricted Security shall
bear the following legend (the "Private Placement Legend") on the face thereof
until after the second anniversary of the Issue Date, unless otherwise agreed by
the Company and the Holder thereof or if such legend is no longer required by
Section 2.16(f) of the Indenture:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL
ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A)
TO EXIDE TECHNOLOGIES OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS
DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) (AN
"ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED
ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR
THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE