Consent to Waiver dated as of Novmeber 1,2007



 Exhibit 4.2 
 CONSENT TO WAIVER 
 This Consent to
Waiver (this “Consent”) dated as of the 1st day of November, 2007, by and between EnerSys (“Company”) and the other
parties signatory hereto (the MSCP Securityholders”). 
 BACKGROUND 
 A. The MSCP Securityholders and Company are parties to a certain shareholder agreement dated November 9, 2000, as amended, (the “2004
Securityholder Agreement”). 
 B. Company has requested a waiver to Section 2.1(a)(iii) of the 2004 Securityholder Agreement, which
requires that the Board of Directors of EnerSys Delaware Inc. and EnerSys Capital Inc. be comprised solely of the same individuals as from time to time, comprise the Board of Directors of Company (the “BOD Composition Requirement”);

 C. Section 5.4 of the 2004 Securityholder Agreement provides the MSCP Securityholders and Company the authority to waive the BOD
Composition Requirement provided such waiver does not adversely affect any Co-Investor, MSGEM Securityholder or Management Securityholder (all as defined in the 2004 Securityholder Agreement); and 
 D. The MSCP Securityholders and Company desire to consent to the waiver of Section 2.1(a)(iii) of the 2004 Securityholder Agreement. 
 CONSENT 
 NOW, THEREFORE, in consideration of
the terms and conditions contained herein, the parties hereto, intending to be legally bound, hereby Consent to the following: 
 1. The
requirement set forth in Section 2.1(a)(iii) of the 2004 Securityholder Agreement, is hereby waived in its entirety. 
 2. This Consent
shall be binding upon and inure to the benefit of the parties to the 2004 Seucrityholder Agreement and their respective successors and assigns. 
 3. No other consent, order, qualification, validation, approval or authorization is required in connection with the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of this Consent.

 4. Except as specifically waived by this Consent, all other terms of the 2004 Securityholder Agreement in effect as of the date hereof
shall remain in full force and effect. 
 5. This Consent shall be governed by and construed in accordance with the law of the State of New
York. 
 6. This Consent may be executed by the parties on separate counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one instrument. 
 IN WITNESS WHEREOF, the MSCP Securityholders and Company have executed or caused this
Consent to be duly executed by their respective authorized signatories thereunto duly authorized as of the day and year first above written. 
 MSCP
Securityholders: 
 MORGAN STANLEY DEAN WITTER CAPITAL PARTNERS IV, L.P. 
 By: MSDW Capital Partners IV, LLC, as General Partner 
 By: Metalmark Subadvisor LLC, as attorney-in-fact 
  

			
		
	By:	 	/s/ Kenneth Clifford
	Name:	 	Kenneth Clifford
		 	Managing Director

 MORGAN STANLEY DEAN WITTER CAPITAL INVESTORS IV, L.P. 
 By: MSDW Capital Partners IV, LLC, as General Partner 
 By: Metalmark
Subadvisor LLC, as attorney-in-fact 








			
		
	By:	 	/s/ Kenneth Clifford
	Name:	 	Kenneth Clifford
		 	Managing Director

 MSDW IV 892 INVESTORS, L.P. 
 By: MSDW Capital Partners IV, LLC, as General Partner 
 By: Metalmark Subadvisor LLC, as attorney-in-fact 
  

			
		
	By:	 	/s/ Kenneth Clifford
	Name:	 	Kenneth Clifford
		 	Managing Director

 Company: 
 EnerSys 
  

			
		
	By:	 	/s/ John D. Craig
		 	John D. Craig
		 	Chairman, President & CEO

 Date: November 1, 2007