Exhibit 4.9
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A
GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM,
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933 , AS
AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON
STOCK ISSUABLE
UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER
OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF
MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE
UNITED STATES
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN
EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT INCLUDING WITHOUT LIMITATION
THE EXEMPTION
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO
AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES
(I) THROUGH
(III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE
UNITED STATES. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY
OR
<PAGE>
INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THIS
SECURITY
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.
<PAGE>
C&D TECHNOLOGIES, INC.
5.50% Convertible Senior Notes due 2026
No. CUSIP: 124661 AB 5
C&D
Technologies, Inc., a Delaware corporation (the "Company," which
term
shall include any successor Person under the Indenture referred to
on the
reverse hereof), promises to pay to Cede & Co., or registered
assigns, the
principal amount of Fifty-Four Million Five Hundred Thousand
Dollars
($54,500,000.00) on November 15, 2026, and to pay interest thereon,
in arrears,
from and including the most recent Interest Payment Date to which
interest has
been paid or duly provided for (or if no interest has been paid,
from, and
including November 21, 2006), to, but excluding, May 15 and
November 15 of each
year (each, an "Interest Payment Date"), beginning on May 15, 2007,
at a rate of
5.50% per annum until the principal hereof is paid or made
available for payment
at November 15, 2026, or upon acceleration, or until such date on
which this
security is converted, redeemed or purchased as provided herein.
The interest so
payable and punctually paid or duly provided for on any Interest
Payment Date
shall, as provided in the Indenture (as hereinafter defined), be
paid to the
Person in whose name this Security is registered at the close of
business on the
regular record date for such interest, which shall be the May 1, or
November 1
(whether or not a Business Day), as the case may be, immediately
preceding the
relevant Interest Payment Date (each, an "Interest Payment Record
Date");
provided, however, that interest shall be paid to a Person other
than the Person
in whose name this Security is registered at the close of business
on the
Interest Payment Record Date as provided herein.
Reference
is hereby made to the further provisions of this Security set
forth on the reverse side of this Security, which further
provisions shall for
all purposes have the same effect as if set forth at this
place.
[Signature page follows]
<PAGE>
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: November 21,
2006
C&D TECHNOLOGIES, INC.
By:
-----------------------------------
Name: Ian J.
Harvie
Title: Vice President Finance and
Chief Financial Officer
Trustee's Certificate of Authentication: This is one of the
Securities referred
to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:
-----------------------------------
Authorized Signatory
<PAGE>
C&D TECHNOLOGIES, INC.
5.50% CONVERTIBLE SENIOR NOTES DUE 2026
This
Security is one of a duly authorized issue of 5.50% Convertible
Senior Notes due 2026 (the "Securities") of the Company issued
under an
Indenture, dated as of November 21, 2006 (the "Indenture"), between
the Company
and The Bank of New York, as trustee (the "Trustee"). The terms of
the Security
include those stated in the Indenture, those made part of the
Indenture by
reference to the Trust Indenture Act of 1939, as amended (the
"TIA"), and those
set forth in this Security. This Security is subject to all such
terms, and
Holders are referred to the Indenture and the TIA for a statement
of all such
terms. To the extent permitted by applicable law, if any provision
of this
Security conflicts with the express provisions of the Indenture,
the provisions
of the Indenture shall govern and be controlling. Capitalized terms
used but not
defined herein have the meanings assigned to them in the Indenture
unless
otherwise indicated.
1. Interest.
Interest
on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months as set forth on the face of the
Security.
If this
Security is redeemed pursuant to paragraph 5 of this Security,
or
the Holder elects to require the Company to purchase this Security
pursuant to
paragraph 6 or 7 of this Security, on a date that is after an
Interest Payment
Record Date but prior to the corresponding Interest Payment Date,
interest and
Additional Interest, if any, accrued and unpaid hereon to, but not
including,
the applicable Redemption Date or Fundamental Change Purchase Date
shall be paid
to the Holder of this Security as of such Interest Payment Record
Date. Interest
and Additional Interest, if any, accrued and unpaid hereon at the
Final Maturity
Date also shall be paid to the same Holder to whom the Company pays
the
principal of this Security.
Interest
and Additional Interest, if any, on Securities converted after
the close of business on an Interest Payment Record Date but prior
to the
corresponding Interest Payment Date shall be paid, on such Interest
Payment
Date, to the Holder of the Securities as of the close of business
on the
Interest Payment Record Date but, upon conversion, the converting
Holder must
pay the Company an amount equal to the interest that shall be
payable on such
Interest Payment Date. No such payment need be made with respect to
Securities
converted after an Interest Payment Record Date and prior to the
corresponding
Interest Payment Date (1) if the Company has specified a Redemption
Date that is
after the close of business on an Interest Payment Record Date but
on or prior
to the corresponding Interest Payment Date, (2) any overdue
interest exists at
the time of conversion with respect to the Securities being
converted, but only
to the extent of the amount of such overdue interest, or (3) if the
Holder
converts after the close of business on the last Interest Payment
Record date
prior to the Final Maturity Date.
Except as
otherwise stated herein, any reference herein to interest
accrued or payable as of any date shall include Additional
Interest, if any,
accrued or payable on such date as provided in the Indenture or the
Registration
Rights Agreement.
<PAGE>
2. Method of Payment.
Payment of
the principal of, and interest on, the Securities shall be made
at the office of the Paying Agent in such coin or currency of the
United States
of America as at the time of payment is legal tender for payment of
public and
private debts. The Holder must surrender this Security to a Paying
Agent to
collect payment of principal. Payment of interest on Certificated
Securities
shall be made by check mailed to the address of the Person entitled
thereto as
such address appears in the Register; provided, however, that
Holders with
Securities in an aggregate principal amount in excess of $2.0
million shall be
paid, at their written election, by wire transfer of immediately
available
funds. Notwithstanding the foregoing, so long as the Securities are
registered
in the name of a Depositary or its nominee, all payments with
respect to the
Securities shall be made by wire transfer of immediately available
funds to the
account of the Depositary or its nominee.
3. Paying Agent, Registrar, Conversion Agent.
Initially,
the Trustee will act as Paying Agent, Registrar and Conversion
Agent. The Company or any Affiliate of the Company may act as
Paying Agent,
Registrar or Conversion Agent, subject to the terms of the
Indenture.
4. Indenture.
The
Securities are general unsubordinated unsecured obligations of
the
Company limited to $54,500,000 aggregate principal amount. The
Indenture does
not limit other debt of the Company, secured or unsecured.
5. Redemption at the Option of the Company.
At any
time on and after November 15, 2011, the Securities
