Common use of Xxxxxx Title Clause in Contracts

Xxxxxx Title. President ----------------------------------- Name: Robexx X. Xxxxxxxxx Title: Clerk 10 71 Exhibit B [Form of Rights Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER DECEMBER 19, 2006 OR EARLIER REDEMPTION OR EXCHANGE BY THE COMPANY OR EXPIRATION PURSUANT TO THE RIGHTS AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY AT 5.01 PER RIGHT, AND ARE SUBJECT TO EXCHANGE AT THE OPTION OF THE COMPANY ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. THE RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION FOR THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]1 Rights Certificate LAWRXXXX XXXINGS BANK This certifies that _________________________, or registered assigns, is the registered owner of the ________________________

Xxxxxx Title. President ----------------------------------- and Chief Executive Officer ------------------------------------ Name: Robexx Xxxxx X. Xxxxxxxxx Xxxxxxx Title: Clerk 10 71 Senior Vice President and Corporate Secretary Exhibit B [Form of Rights Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER DECEMBER 19THE EARLIER OF SEPTEMBER 12, 2006 2009 AND THE DATE ON WHICH THE RIGHTS EVIDENCED HEREBY ARE REDEEMED OR EARLIER REDEMPTION OR EXCHANGE EXCHANGED BY THE COMPANY OR EXPIRATION PURSUANT TO THE RIGHTS AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY AT 5.01 PER RIGHT, AND ARE SUBJECT TO EXCHANGE AT THE OPTION OF THE COMPANY ON THE TERMS AS SET FORTH IN THE RIGHTS AGREEMENT. AS SET FORTH IN THE RIGHTS EVIDENCED BY THIS AGREEMENT, RIGHTS CERTIFICATE SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION FOR THE ISSUANCE TO SUCH HOLDERISSUED TO, OR THE EXERCISE BY SUCH HOLDERHELD BY, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED ANY PERSON WHO IS, WAS OR BE OBTAINABLE. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERM IS TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS HOLDER, MAY BECOME BE NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS RIGHT CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH THE RIGHTS AGREEMENT.]1 Rights Certificate LAWRXXXX XXXINGS BANK RIGHT CERTIFICATE THE GENLYTE GROUP INCORPORATED This certifies that _________________________, or registered assigns, is the registered owner of the ________________________number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of September 13, 1999 (the "Rights Agreement"), between The Genlyte Group Incorporated (the "Company"), and The Bank of New York, a New York banking corporation (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as defined in the Rights Agreement) and prior to the Expiration Date, one one-hundredth of a fully paid, nonassessable share of the Series A Junior Participating Cumulative Preferred Stock, par value of $.01 (the "Preferred Stock"), of the Company, at a purchase price of $105 per one one-hundredth of a share of Preferred Stock (the "Purchase Price") upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. Terms used herein and not otherwise defined herein have the meanings assigned to them in the Rights Agreement. ------------------ 1 If applicable, insert this portion of the legend and delete the preceding sentence. The number of Rights evidenced by this Right Certificate (and the number and kind of shares issuable upon exercise of each Right) set forth above and the Purchase Price set forth above, are as of September 17, 1999; they may have been, or in the future may be, adjusted as a result of the occurrence of certain events, as more fully set forth in the Rights Agreement.

Xxxxxx Title. President ----------------------------------- Director ------------------------------------------------ The Bank Of Nova Scotia By: /s/ Xxxxxxxxxxx Xxxx -------------------------------------------- Name: Robexx X. Xxxxxxxxx Xxxxxxxxxxx Xxxx Title: Clerk 10 71 Exhibit B Director TORONTO DOMINION (TEXAS), INC. ------------------------------------------------ [Form Print Name of Rights CertificateLender] Certificate NoBy: /s/ Xxx X. Xxxxxx -------------------------------------------- Name: Xxx X. Xxxxxx Title: Vice President UBS AG, Stamford Branch ------------------------------------------------ [Print Name of Lender] By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx ------------------------- ------------------------ Name: Xxxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Associate Director Title: Associate Director Banking Products Banking Products Services, US Services, US WINGED FOOT FUNDING TRUST ------------------------------------------------ [Print Name of Lender] By: /s/ Xxx X. Xxxxxx -------------------------------------------- Name: XXX X. XXXXXX Title: AUTHORIZED AGENT Standstill Agreement and Fifth Amendment Dated as of April 14, 2002 Exide Technologies, a Delaware corporation (the "Company") and each of the undersigned, as a Domestic Subsidiary Guarantor under the Amended and Restated Credit Agreement and Guarantee dated September 29, 2000 (the "Credit Agreement"; capitalized terms defined in the Credit Agreement or the foregoing Agreement and not otherwise defined in this Consent are used herein as therein defined) hereby consents to the modification of the Credit Agreement effected by the foregoing Agreement and hereby acknowledges and agrees that the obligations of such Loan Party contained in the Loan Documents as modified by the foregoing Agreement are, and shall remain, in full force and effect and are hereby ratified and confirmed in all respects. R- __________ Rights NOT EXERCISABLE AFTER DECEMBER 19The Company and each of the Domestic Subsidiary Guarantors acknowledges and agrees that its signature on this Consent shall be deemed to be its signature to the foregoing Agreement for the purposes of Section 12.1 of the Credit Agreement. EXIDE TECHNOLOGIES, 2006 OR EARLIER REDEMPTION OR EXCHANGE BY THE COMPANY OR EXPIRATION PURSUANT TO THE RIGHTS AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY AT 5.01 PER RIGHT, AND ARE SUBJECT TO EXCHANGE AT THE OPTION OF THE COMPANY ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. THE RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION FOR THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]1 Rights Certificate LAWRXXXX XXXINGS BANK This certifies that as a Borrower and as a Guarantor By:___________________________________ Name: Title: EXIDE DELAWARE, or registered assignsLLC GNB BATTERY TECHNOLOGIES JAPAN, is INC. RBD LIQUIDATION, LLC Each as a Guarantor, subject to the registered owner of the limitations, if any, contained in Section 10.1 By:___________________________________ Name: Title: Standstill Agreement and Fifth Amendment SCHEDULE A

Xxxxxx Title. President ----------------------------------- Treasurer PNC BANK, NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Xxxxxxx X. Xxxxx -------------------- Name: Robexx Xxxxxxx X. Xxxxx Title: Vice President FIFTH THIRD BANK, as a Bank By: /s/ Xxxxx X. Xxxxxxxxx ---------------------- Name: Xxxxx X. Xxxxxxxxx Title: Clerk 10 71 Exhibit B [Form Assistant Vice President BANK ONE, NA, as a Bank By: /s/ Xxxxxxx X. Xxxxxxxxx ------------------------ Name: Xxxxxxx X. Xxxxxxxxx Title: First Vice President GUARANTOR'S CONSENT By Corporate Guaranty, dated December 7, 2000 (the "Guaranty"), the undersigned (the "Guarantor") guaranteed to the Agent and the Banks, subject to the terms and conditions set forth therein, the prompt payment and performance of Rights Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER DECEMBER 19, 2006 OR EARLIER REDEMPTION OR EXCHANGE BY THE COMPANY OR EXPIRATION PURSUANT TO THE RIGHTS AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY AT 5.01 PER RIGHT, AND ARE SUBJECT TO EXCHANGE AT THE OPTION OF THE COMPANY ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. THE RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION FOR THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON all of the Obligations (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTas defined therein). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]1 Rights Certificate LAWRXXXX XXXINGS BANK This certifies that _________________________, or registered assigns, is The Guarantor consents to the registered owner Borrowers' execution of the ________________________foregoing Sixth Amendment to Credit Agreement. The Guarantor hereby acknowledges and agrees that the Guaranty remains unaltered and in full force and effect and is hereby ratified and confirmed in all respects. CECO ENVIRONMENTAL CORP. By: /s/ Xxxxxxx XxXxxxxx -------------------- Name: Xxxxxxx XxXxxxxx Title: Chairman SUBORDINATED CREDITOR'S CONSENT The undersigned (the "Subordinated Creditor") is a party to the Subordination Agreement with the Agent and the Banks and other subordinated creditors, dated December 7, 2000 (the "Subordination Agreement"). The Subordinated Creditor consents to the Borrowers' execution of the foregoing Sixth Amendment to Credit Agreement. The Subordinated Creditor hereby acknowledges and agrees that the Subordination Agreement remains unaltered and in full force and effect and is hereby ratified and confirmed in all respects. GREEN DIAMOND OIL CORP. By: /s/ Xxxxxxx XxXxxxxx -------------------- Name: Xxxxxxx XxXxxxxx Title President SUBORDINATED CREDITOR'S CONSENT The undersigned (the "Subordinated Creditor") is a party to the Subordination Agreement with the Agent and the Banks and other subordinated creditors, dated December 7, 2000 (the "Subordination Agreement"). The Subordinated Creditor consents to the Borrowers' execution of the foregoing Sixth Amendment to Credit Agreement. The Subordinated Creditor hereby acknowledges and agrees that the Subordination Agreement remains unaltered and in full force and effect and is hereby ratified and confirmed in all respects.

Xxxxxx Title. President ----------------------------------- Name: Robexx X. Xxxxxxxxx Title: Clerk 10 71 Exhibit B [Form Chief Executive Officer SUBSCRIPTION NOTICE (To be executed only upon exercise of Rights Certificate] Certificate No. R- Warrant) __________ Rights NOT EXERCISABLE AFTER DECEMBER 19, 2006 OR EARLIER REDEMPTION OR EXCHANGE BY THE COMPANY OR EXPIRATION PURSUANT TO THE RIGHTS AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY AT 5.01 PER RIGHT, AND ARE SUBJECT TO EXCHANGE AT THE OPTION OF THE COMPANY ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. THE RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION FOR THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]1 Rights Certificate LAWRXXXX XXXINGS BANK This certifies that ______________________________, or registered assigns, is being the undersigned registered owner of the this Warrant irrevocably exercises this Warrant for and purchases _________________________ shares of the Common Stock, par value $.01 per share (the "Common Stock"), of American Ecology Corporation, constituting all or part of the shares of Common Stock purchasable with this Warrant, and herewith makes payment therefor, all at the price and on the terms and conditions specified in this Warrant and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) together with, if such certificates do not represent all the shares of Common Stock purchasable with this Warrant, a new Warrant, identical to the canceled Warrant except with respect to the number of shares of Common Stock evidenced thereby, for the remaining unsold shares of Common Stock, be issued in the name of and delivered to the undersigned at the address set forth below. Dated: ----------------------------- -------------------------------------- Name of Warrant Holder By: ----------------------------------- Name: ------------------------------ Title: ----------------------------- XXXXXX XXXXXXX ---------------------------------------- XXXX XXXXX ZIP CODE SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN ECOLOGY CORPORATION (Registrant) Date: November 19, 1998 By: /s/ Xxxx X. Xxxxxx --------------------------------- Xxxx X. Xxxxxx Chief Executive Officer Date: November 19, 1998 By: /s/ X. X. Xxxxx --------------------------------- X. X. Xxxxx Vice President of Administration Chief Accounting Officer Common Stock represented hereby on the date on which this Warrant was surrendered and payment of the Purchase Price was made, irrespective of the date of issue or delivery of such certificate.