|
Exhibit 4.3
CONSENT TO
WAIVER
This Consent to Waiver (this
“Consent”) dated as of the 2nd day of February, 2008,
by and between Morgan Stanley Dean Witter Capital Partners IV,
L.P., (“MSCP IV”), MSDW IV 892 Investors, L.P.
(“MSDW IV 892”) and EnerSys (“Company”).
MSCP IV and MSDW IV 892 are collectively referred to as 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 3.7 of the 2004 Securityholder Agreement,
which requires any Management Securityholder to provide the
Compensation Committee of the Board of Directors, no less than five
(5) nor more than twenty (20) Business Days’ notice
of their intent to make any such Sale or create any such
Encumbrance (as such terms are defined in the 2004 Securityholder
Agreement) (the “Compensation Committee Notice
Requirement”);
C. Section 5.4 of the
2004 Securityholder Agreement provides the MSCP Securityholders and
Company the authority to waive the Compensation Committee Notice
Requirement; and
D. The MSCP Securityholders
and Company desire to consent to the waiver of Section 3.7 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
for
| 
