161
(4)
Page
14.02. Bankruptcy
161
14.03. Nature of Liability
161
14.04. Independent Obligation
162
14.05. Authorization
162
14.06. Reliance
163
14.07. Subordination
163
14.08. Waiver
163
14.09. Payments
164
SCHEDULE I
List of Lenders and Commitments
SCHEDULE II
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 Revolving Note
EXHIBIT B-2
-
Incremental Term Note
EXHIBIT B-3
-
Form of Swingline Note
EXHIBIT C
-
Form of Letter of Credit Request
EXHIBIT D
-
Form of Section 5.04(b)(ii) Certificate
EXHIBIT E
-
[Reserved]
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 March 29, 2011, 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"), Wells Fargo Bank, National Association, as Syndication Agent (in such
capacity, the "Syndication Agent"), RB International Finance (USA) LLC and PNC
Bank, National Association, as Co-Documentation Agents and Co-Managers (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.
W I T N E S S E T H:
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.
"Adjusted Consolidated Net Income" shall mean, for any period, Consolidated Net
Income for such period plus the sum of the amount of all net non-cash charges
(including, without limitation, depreciation, amortization, bond accretion,
deferred tax expense and non-cash interest expense) and net non-cash losses
which were included in arriving at Consolidated Net Income for such period, less
the amount of all net non-cash gains and non-cash credits which were included in
arriving at Consolidated Net