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0001047469-04-017482 Sample Contracts

PLEDGE AGREEMENT
Pledge Agreement • May 17th, 2004 • EnerSys • New York

PLEDGE AGREEMENT, dated as of March 17, 2004 (as amended, restated, modified and/or supplemented from time to time, this “Agreement”), among each of the undersigned (each, a “Pledgor” and, together with each other entity which becomes a party hereto pursuant to Section 25, collectively, the “Pledgors”) and Bank of America, N.A., as Collateral Agent (together with any successor Collateral Agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

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Contract
Employment Agreement • May 17th, 2004 • EnerSys • New York

EMPLOYMENT AGREEMENT dated as of November 9, 2000, between YUASA, INC., a Pennsylvania corporation (the “Company”), and CHARLES K. McMANUS (the “Executive”).

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SUBSIDIARIES GUARANTY
Subsidiaries Guaranty • May 17th, 2004 • EnerSys • New York

SUBSIDIARIES GUARANTY, (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”), dated as of March 17, 2004, made by and among each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 27 hereof, the “Guarantors”) in favor of Bank of America, N.A., as Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Second-Lien Credit Agreement (as defined below) shall be used herein as therein defined.

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CREDIT AGREEMENT among ENERSYS, ENERSYS CAPITAL INC., VARIOUS LENDING INSTITUTIONS, BANK OF AMERICA, N.A., as Administrative Agent, MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent, and LEHMAN COMMERCIAL PAPER INC., as Documentation Agent
Credit Agreement • May 17th, 2004 • EnerSys • New York

CREDIT AGREEMENT, dated as of March 17, 2004, among ENERSYS, a Delaware corporation (“Holdings”), ENERSYS CAPITAL INC., 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”), Morgan Stanley Senior Funding, Inc., as Syndication Agent (in such capacity, the “Syndication Agent”), and Lehman Commercial Paper Inc., as Documentation Agent (in such capacity, the “Documentation Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 11 are used herein as so defined.

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PLEDGE AGREEMENT
Pledge Agreement • May 17th, 2004 • EnerSys • New York

PLEDGE AGREEMENT, dated as of March 17, 2004 (as amended, restated, modified and/or supplemented from time to time, this “Agreement”), among each of the undersigned (each, a “Pledgor” and, together with each other entity which becomes a party hereto pursuant to Section 25, collectively, the “Pledgors”) and Bank of America, N.A., as Collateral Agent (together with any successor Collateral Agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, terms used herein and defined in the Second-Lien Credit Agreement (as defined below) shall be used herein as therein defined.

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MANAGING DIRECTORSHIP AGREEMENT
Managing Directorship Agreement • May 17th, 2004 • EnerSys

Whereas, Enersys Inc. a US Company having its seat at 2366 Bernville Road, Reading, PA (Enersys) and Invensys plc, a corporation organized under the laws of England and Wales have entered into a Stock Purchase Agreement (the Purchase Agreement) pursuant to which, among other things, Enersys will acquire the Company (the Acquisition);

Sample 1
Contract
Directorship Agreement • May 17th, 2004 • EnerSys • New York

DIRECTORSHIP AGREEMENT dated as of January 8, 2002, between ENERSYS, INC., a Pennsylvania corporation (the “Company”), and RAY KUBIS (the “Director”).

Sample 1
SECOND-LIEN CREDIT AGREEMENT among ENERSYS, ENERSYS CAPITAL INC., VARIOUS LENDING INSTITUTIONS, BANK OF AMERICA, N.A., as Administrative Agent, MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent, and LEHMAN COMMERCIAL PAPER INC., as...
Second-Lien Credit Agreement • May 17th, 2004 • EnerSys • New York

CREDIT AGREEMENT, dated as of March 17, 2004, among ENERSYS, a Delaware corporation (“Holdings”), ENERSYS CAPITAL INC., 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”), Morgan Stanley Senior Funding, Inc., as Syndication Agent (in such capacity, the “Syndication Agent”), and Lehman Commercial Paper Inc., as Documentation Agent (in such capacity, the “Documentation Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 11 are used herein as so defined.

Sample 1
SECURITY AGREEMENT among ENERSYS, VARIOUS SUBSIDIARIES OF ENERSYS and BANK OF AMERICA, N.A., as First-Lien Collateral Agent Dated as of March 17, 2004
Security Agreement • May 17th, 2004 • EnerSys • New York

SECURITY AGREEMENT, dated as of March 17, 2004 (as the same may be amended, restated, modified and/or supplemented from time to time in accordance with the terms hereof, this “Agreement”), among each of the undersigned (each, an “Assignor” and, together with each other entity which becomes a party hereto pursuant to Section 10.13, collectively, the “Assignors”) and Bank of America, N.A., as First-Lien Collateral Agent (the “First-Lien Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

Sample 1
SECURITY AGREEMENT among ENERSYS, VARIOUS SUBSIDIARIES OF ENERSYS and BANK OF AMERICA, N.A., as Second-Lien Collateral Agent Dated as of March 17, 2004
Security Agreement • May 17th, 2004 • EnerSys • New York

ANNEX C Schedule of Legal Names, Type of Organization (and whether a Registered Organization and/or a Transmitted Utility), Jurisdiction of Organization, Location and Organizational Identification Numbers

Sample 1
INTERCREDITOR AGREEMENT
Intercreditor Agreement • May 17th, 2004 • EnerSys • New York

This INTERCREDITOR AGREEMENT, dated as of March 17, 2004, and entered into by and among ENERSYS, a Delaware corporation ( “Holdings”), ENERSYS CAPITAL INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as collateral agent for the First-Lien Obligations (as defined below) (together with its successors and assigns from time to time, the “First-Lien Collateral Agent”) and in its capacity as collateral agent for the Second-Lien Obligations (as defined below (together with its successors and assigns from time to time, the “Second-Lien Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

Sample 1