14.07.
Subordination
164
14.08.
Waiver
164
14.09.
Payments
166
SCHEDULE I
List of Lenders and Commitments SCHEDULE II
Lender
Addresses SCHEDULE III
Real Property SCHEDULE IV
Scheduled
Existing Indebtedness SCHEDULE V
[Reserved] SCHEDULE VI
Existing
Investments and Certain Investments in Joint Ventures and Subsidiaries
SCHEDULE VII
Subsidiaries SCHEDULE VIII
Insurance SCHEDULE IX
Existing Liens SCHEDULE X
Capitalization SCHEDULE XI
Post-Closing Matters SCHEDULE XII
[Reserved] SCHEDULE XIII
Existing Letters of Credit EXHIBIT A-1
-
Form of Notice of Borrowing
EXHIBIT A-2
-
Form of Notice of Conversion/Continuation EXHIBIT B-1
-
Form of Initial Term Note EXHIBIT B-2
-
Form of Revolving Note
EXHIBIT B-3
-
Incremental Term Note EXHIBIT B-4
-
Form of
Swingline Note EXHIBIT C
-
Form of Letter of Credit Request EXHIBIT D
-
Form of Section 5.04(b)(ii) Certificate EXHIBIT E
-
Form of Opinion
of Skadden, Arps, Slate, Meagher & Flom LLP EXHIBIT F
-
Form of Officers'
Certificate EXHIBIT G
-
Form of Subsidiaries Guaranty EXHIBIT H
-
Form of Pledge Agreement EXHIBIT I
-
Form of Security Agreement EXHIBIT J
-
Form of Solvency Certificate EXHIBIT K
-
Form of Assignment and
Assumption Agreement EXHIBIT L
-
Form of Intercompany Note EXHIBIT M
-
Form of Shareholder Subordinated Note EXHIBIT N
-
Form of
Incremental Term Loan Commitment Agreement EXHIBIT O
-
Form of
Incremental RL Commitment Agreement
-5-
CREDIT AGREEMENT, dated as of June 27, 2008, among ENERSYS, a Delaware
corporation (the "Borrower"), the Lenders from time to time party hereto, Bank
of America, N.A., as Administrative Agent (in such capacity, the "Administrative
Agent"), Wachovia Capital Markets, LLC, as Syndication Agent (in such capacity,
the "Syndication Agent"), and Goldman Sachs Credit Partners L.P., RZB Finance
LLC and PNC Bank, National Association, as Co-Documentation Agents (in such
capacities, the "Co-Documentation Agents"). Unless otherwise defined herein, all
capitalized terms used herein and defined in Section 1 are used herein as so
defined.
WITNESSETH:
WHEREAS, subject to and upon the terms and conditions herein set forth, the
Lenders are willing to make available to the Borrower the credit facilities
provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1. Definitions. As used herein, the following terms shall have the
meanings herein specified unless the context otherwise requires. Defined terms
in this Agreement shall include in the singular number the plural and in the
plural the singular:
"Acquired Person" shall have the meaning provided in the definition of Permitted
Acquisition.
"Additional Security Documents" shall have the meaning provided in Section 9.11.
"Administrative Agent" shall have the meaning provided in the first paragraph of
this Agreement and shall include any successor to the Administrative Agent
appointed pursuant to Section 12.09.
"Administrative Questionnaire" means an Administrative Questionnaire in a form
supplied by the Administrative Agent.
"Affected Loans" shall have the meaning provided in Section 5.02(h).
"Affiliate" shall mean, with respect to any Person, any other Person directly or
indirectly controlling (including but not limited to all directors and officers
of such Person), controlled by, or under direct or indirect