|
Exhibit 4.2
CONSENT TO
WAIVER
This Consent to Waiver (this
“Consent”) dated as of the 1 st 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
Seucrit
| 
