Common use of Purchase and Supply Commitments Clause in Contracts

Purchase and Supply Commitments. 2.1 Each Contract Year during the Term of this Agreement, and subject to the terms and conditions set forth below, Exide shall purchase from Daramic, and Daramic agrees to supply to Exide, [*****] Separators for use in producing batteries in Exide's North American manufacturing facilities, which requirements shall be no less than [*****] of Separators (which will represent a total of approximately [*****] of Separators), of which no less than [*****] of such Separators will have [*****] (hereinafter referred to as Exide's "Minimum Purchase Requirement"). Exide's purchases for use in producing batteries outside of North America shall not count towards this Minimum Purchase Requirement. If, at any time during the Term of this Agreement, Exide (a) acquires all or part ownership of any of Daramic's Customers (as defined below) or (b) establishes a partnership or other joint venture relationship with any of Daramic's Customers, then and in such event(s), any purchases of Separators by Exide or these partnership or joint venture entities up to but not in excess of the average annual purchases by such Customers from Daramic over the two years prior to Exide's purchase of or involvement with such entities shall not count toward the Minimum Purchase Requirement. If, at any time during the Term of this Agreement, Exide acquires substantially all of the assets of a battery manufacturing facility owned by any of Daramic's Customers and such facility, at the time of the acquisition thereof by Exide, was being supplied with Separators purchased from Daramic, then purchases by Exide for use at such facility shall not count toward the Minimum Purchase Requirement. For purposes of Sections 2.1 and 2.2, Daramic's "Customers" shall mean the customers listed on Exhibit C attached hereto; provided, however, that such customers are purchasing Separators from Daramic at the time of the applicable transaction with Exide. Daramic acknowledges and agrees that Exhibit C attached hereto contains a complete and accurate listing of Daramic's current customers as of the date of this Agreement.

Purchase and Supply Commitments. 2.1 Each Contract Year during the Term of this Agreement, and subject to the terms and conditions set forth below, Exide shall purchase from Daramic, and Daramic agrees to supply to Exide, ,[*****] Separators for use in producing batteries listed on Exhibit A in Exide's North American American, Australian and New Zealand manufacturing facilities, which requirements shall be no less than [*****] of Separators (which will represent a total of approximately [*****] of Separators), of which no less than [*****] of such Separators will have [*****] (for a total of approximately [*****] of Separators) (hereinafter referred to as Exide's "Minimum Purchase Requirement"). Exide's purchases for use in producing batteries of any type outside of North America America, Australia or New Zealand, or for producing non-automotive batteries within North America, Australia and New Zealand, shall not count towards this Minimum Purchase Requirement. If, at any time during the Term of this Agreement, Exide (a) acquires all or part ownership of any of Daramic's Customers (as defined below) or (b) establishes a partnership or other joint venture relationship with any of Daramic's Customers, then and in such event(s), any purchases of Separators by Exide or these partnership or joint venture entities up to but not in excess of the average annual purchases by such Customers from Daramic over the two years prior to Exide's purchase of or involvement with such entities shall not count toward the Minimum Purchase Requirement. If, at any time during the Term of this Agreement, Exide acquires substantially all of the assets of a battery manufacturing facility owned by any of Daramic's Customers and such facility, at the time of the acquisition thereof by Exide, was being supplied with Separators purchased from Daramic, then purchases by Exide for use at such facility shall not count toward the Minimum Purchase Requirement. For purposes of Sections 2.1 and 2.2, Daramic's "Customers" shall mean the customers listed on Exhibit C attached heretohereto or their successors; provided, however, that such customers are purchasing Separators from Daramic at the time of the applicable transaction with Exide. Exide warrants that it will not cause or influence any Customer of Daramic to stop purchasing from Daramic in anticipation of a potential acquisition by or of Exide with the objective of avoiding the intent of this section 2. Daramic acknowledges and agrees that Exhibit C attached hereto contains a complete and accurate listing of Daramic's current customers as of the date of this AgreementAmendment.

Purchase and Supply Commitments. 2.1 2.1. Each Contract Year during the Term of this Agreement, and subject to the terms and conditions set forth below, Exide shall purchase from Daramic, and Daramic agrees to supply to Exide, [*****] of Exide’s requirements for Separators for use in producing batteries in Exide's ’s North American manufacturing facilities, which requirements shall be no less than [*****] of Separators (which will represent a total of approximately [*****] of Separators), of which no less than [*****] of such Separators will have [*****] a back web thickness of 7 mils (.007”) (hereinafter referred to as Exide's "’s “Minimum Purchase Requirement"”). Exide's ’s purchases for use in producing batteries outside of North America shall not count towards this Minimum Purchase Requirement. If, at any time during the Term of this Agreement, Exide (a) acquires all or part ownership of any of Daramic's ’s Customers (as defined below) or (b) establishes a partnership or other joint venture relationship with any of Daramic's ’s Customers, then and in such event(s), any purchases of Separators by Exide or these partnership or joint venture entities up to but not in excess of the average annual purchases by such Customers from Daramic over the two years prior to Exide's ’s purchase of or involvement with such entities shall not count toward the Minimum Purchase Requirement. If, at any time during the Term of this Agreement, Exide acquires substantially all of the assets of a battery manufacturing facility owned by any of Daramic's ’s Customers and such facility, at the time of the acquisition thereof by Exide, was being supplied with Separators purchased from Daramic, then purchases by Exide for use at such facility shall not count toward the Minimum Purchase Requirement. For purposes of Sections 2.1 and 2.2, Daramic's "’s “Customers" ” shall mean the customers listed on Exhibit C attached hereto; provided, however, that such customers are purchasing Separators from Daramic at the time of the applicable transaction with Exide. Daramic acknowledges and agrees that Exhibit C attached hereto contains a complete and accurate listing of Daramic's ’s current customers as of the date of this Agreement.

Purchase and Supply Commitments. 2.1 Each Contract Year during the Term of this Agreement, and subject to the terms and conditions set forth below, Exide shall purchase from Daramic, and Daramic agrees to supply to Exide, ,[*****] of Exide’s requirements for Separators for use in producing batteries listed on Exhibit A in Exide's ’s North American American, Australian and New Zealand manufacturing facilities, which requirements shall be no less than [*****] lineal feet of Separators, of which no less than [*****]of such Separators will have a back web thickness of 7 mils (which will represent .007”) (for a total of approximately [*****] of Separators), of which no less than [*****] of such Separators will have [*****] ) (hereinafter referred to as Exide's "’s “Minimum Purchase Requirement"”). Exide's ’s purchases for use in producing batteries of any type outside of North America America, Australia or New Zealand, or for producing non-automotive batteries within North America, Australia and New Zealand, shall not count towards this Minimum Purchase Requirement. If, at any time during the Term of this Agreement, Exide (a) acquires all or part ownership of any of Daramic's ’s Customers (as defined below) or (b) establishes a partnership or other joint venture relationship with any of Daramic's ’s Customers, then and in such event(s), any purchases of Separators by Exide or these partnership or joint venture entities up to but not in excess of the average annual purchases by such Customers from Daramic over the two years prior to Exide's ’s purchase of or involvement with such entities shall not count toward the Minimum Purchase Requirement. If, at any time during the Term of this Agreement, Exide acquires substantially all of the assets of a battery manufacturing facility owned by any of Daramic's ’s Customers and such facility, at the time of the acquisition thereof by Exide, was being supplied with Separators purchased from Daramic, then purchases by Exide for use at such facility shall not count toward the Minimum Purchase Requirement. For purposes of Sections 2.1 and 2.2, Daramic's "’s “Customers" ” shall mean the customers listed on Exhibit C attached heretohereto or their successors; provided, however, that such customers are purchasing Separators from Daramic at the time of the applicable transaction with Exide. Exide warrants that it will not cause or influence any Customer of Daramic to stop purchasing from Daramic in anticipation of a potential acquisition by or of Exide with the objective of avoiding the intent of this section 2. Daramic acknowledges and agrees that Exhibit C attached hereto contains a complete and accurate listing of Daramic's ’s current customers as of the date of this AgreementAmendment. 2.2 If Exide sells all or substantially all of its assets to any of Daramic’s Customers, only purchases for use at the Exide battery manufacturing facilities existing at the time of the sale will count towad satisfying the Minimum Purchase Requirement. Other purchases by or on behalf of Exide’s new owner shall not count toward the Minimum Purchase Requirement. 2.3 If Exide fails to meet its Minimum Purchase Requirement in any Contract Year, then Exide agrees to pay Daramic, (in accordance with Section 2.8 below), an amount calculated as follows (the “Deficit Amount”):