AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • June 22nd, 1999 • Elgar Holdings Inc • Electronic components, nec
MANAGEMENT SERVICES AGREEMENT This Management Services Agreement ("Agreement") is entered into on September 15, 1998, effective as of February 3, 1998, by and among Elgar Holdings, Inc., a Delaware corporation ("Holdings"), Elgar Electronics...Management Services Agreement • June 22nd, 1999 • Elgar Holdings Inc • Electronic components, nec • New York
FIRST AMENDMENT AND WAIVERElgar Holdings Inc • May 18th, 1999 • Electronic components, nec • New York
EXHIBIT 10.30 FOURTH AMENDMENT FOURTH AMENDMENT (this "Amendment"), dated as of March 27, 2001, among ELGAR HOLDINGS, INC. ("Holdings"), ELGAR ELECTRONICS CORPORATION (the "Borrower"), the lenders party to the Credit Agreement referred to below (the...Fourth Amendment • March 30th, 2001 • Elgar Holdings Inc • Electronic components, nec • New York
SECOND AMENDMENTSecond Amendment • May 18th, 1999 • Elgar Holdings Inc • Electronic components, nec • New York
THIRD AMENDMENTThird Amendment • March 29th, 2000 • Elgar Holdings Inc • Electronic components, nec • New York
EXHIBIT 10.25 THIRD AMENDMENT TO LEASEElgar Holdings Inc • September 11th, 1998 • Electronic components, nec
FINANCING AGREEMENTFinancing Agreement • July 15th, 2002 • Elgar Holdings Inc • Electronic components, nec • New York
Financing Agreement, dated as of June 26, 2002, by and among ELGAR HOLDINGS, INC., a Delaware corporation (the "Parent"), ELGAR ELECTRONICS CORPORATION, a California corporation (the "Borrower"), the financial institutions from time to time party hereto (each a "Lender" and collectively, the "Lenders"), ABLECO FINANCE LLC, a Delaware limited liability company ("Ableco"), as collateral agent for the Lenders (in such capacity, the "Collateral Agent"), and Ableco as administrative agent for the Lenders (in such capacity, the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and collectively, the "Agents").
EXHIBIT 10.3 AMENDED AND RESTATED CAPITAL CALL AGREEMENT AMENDED AND RESTATED CAPITAL CALL AGREEMENT (as amended, supplemented or modified from time to time, this "Agreement"), dated as of May 29, 1998, and amended and restated as of February 12,...Capital Call Agreement • May 18th, 1999 • Elgar Holdings Inc • Electronic components, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2003 • Elgar Holdings Inc • Electronic components, nec • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”), entered into on December 30, 2002 but effective as of September 16, 2002, is by and among Elgar Holdings, Inc., a Delaware corporation (“Holdings”), Elgar Electronics Corporation, a California corporation and a wholly owned subsidiary of Holdings (“EEC”), and John Mei (“Executive”).
SEVERANCE AGREEMENT AND GENERAL AND SPECIAL RELEASESeverance Agreement And • November 12th, 2002 • Elgar Holdings Inc • Electronic components, nec • California
This Severance Agreement and General and Special Release (this “Agreement”), is effective as of August 26, 2002 (the “Effective Date”), by and between Elgar Electronics Corporation, a California corporation (“Employer”), and Kenneth R. Kilpatrick (“Employee”).
CAPITAL CALL AGREEMENTCapital Call Agreement • August 19th, 2002 • Elgar Holdings Inc • Electronic components, nec • New York
CAPITAL CALL AGREEMENT (this “Agreement”), dated as of June 26, 2002, made by and among J.F. Lehman Equity Investors I, L.P. (“JFLEI”), and Ableco Finance LLC (“Ableco”) as collateral agent and administrative agent for the benefit of the various financial institutions (the “Lenders”) from time to time party to the Financing Agreement referred to below. Except as otherwise defined herein, all capitalized terms used herein and defined in the Financing Agreement are used herein as therein defined.
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • August 19th, 2002 • Elgar Holdings Inc • Electronic components, nec • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of June 26, 2002, is made by and among ELGAR HOLDINGS, INC., a Delaware corporation (“Parent”), and ELGAR ELECTRONICS CORPORATION, a California corporation (“Borrower”; Parent and Borrower are referred to hereinafter each individually as an “Obligor”, and collectively, as the “Obligors”), in favor of ABLECO FINANCE LLC, a Delaware limited liability company, as the collateral agent for the below-defined Lender Group (in such capacity, together with its successors, if any, in such capacity, “Collateral Agent”).
SECURITY AGREEMENTSecurity Agreement • August 19th, 2002 • Elgar Holdings Inc • Electronic components, nec • New York
This SECURITY AGREEMENT (this “Agreement”), is entered into as of June 26, 2002, by and among ELGAR ELECTRONICS CORPORATION, a California corporation (“Borrower”), ELGAR HOLDINGS, INC., a Delaware corporation (“Parent”; Borrower and Parent are referred to hereinafter each individually as a “Debtor”, and individually and collectively, jointly and severally, as the “Debtors”), and ABLECO FINANCE LLC, a Delaware limited liability company, as collateral agent for the Lender Group (in such capacity, together with its successors, if any, in such capacity, “Collateral Agent”), with reference to the following:
EXCHANGE AGREEMENTExchange Agreement • May 13th, 2003 • Elgar Holdings Inc • Electronic components, nec • New York
This Exchange Agreement (this “Agreement”) is dated as of April 16, 2003, and is by and among (1) Elgar Holdings, Inc., a Delaware corporation (“EHI”), (2) J.F. Lehman Equity Investors I, L.P. (“JFL”), (3) each of the parties listed on Exhibit A hereto under the heading “Consenting Shareholders” (each, a “Consenting Shareholder”) which beneficially own in the aggregate (a) 10,000 shares (subject to increase as a result of the issuance of additional shares in payment of dividends) of EHI’s Series A 10% Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), (b) 679 shares of EHI’s Series B 6% Cumulative Convertible Preferred Stock (“Series B Preferred Stock”) and (c) 543 shares of EHI’s Series C 6% Cumulative Convertible Preferred Stock (“Series C Preferred Stock”), and (4) OCM Principal Opportunities Fund II, L.P. (“POF”) and OCM/GFI Power Opportunities Fund, L.P. (“Power”, and together with POF, the “Consenting Noteholders”), which together beneficially own $66,050,000
EIGHTH AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • March 29th, 2002 • Elgar Holdings Inc • Electronic components, nec • New York
EIGHTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment"), dated as of January 23, 2002, among ELGAR HOLDINGS, INC. ("Holdings"), ELGAR ELECTRONICS CORPORATION (the "Borrower"), the lenders party to the Credit Agreement referred to below (the "Banks"), and BANKERS TRUST COMPANY, as Agent (in such capacity, the "Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
PATENT SECURITY AGREEMENTPatent Security Agreement • August 19th, 2002 • Elgar Holdings Inc • Electronic components, nec • New York
This PATENT SECURITY AGREEMENT (this “Agreement”), dated as of June 26, 2002, is made by and between ELGAR ELECTRONICS CORPORATION, a California corporation (“Debtor) in favor of ABLECO FINANCE LLC, a Delaware limited liability company, as the collateral agent for the below-defined Lender Group (in such capacity, together with its successors, if any, in such capacity, “Collateral Agent”).
RESTRUCTURING BONUS AGREEMENTRestructuring Bonus Agreement • May 13th, 2003 • Elgar Holdings Inc • Electronic components, nec • Delaware
This RESTRUCTURING BONUS AGREEMENT (“Agreement”), dated as of March 31, 2003, is by and between Elgar Holdings, Inc., a Delaware corporation (“Holdings”), and Joseph Budano (“Executive”).
WAIVERElgar Holdings Inc • August 14th, 2001 • Electronic components, nec
WAIVER (this "Waiver"), dated as of July 25, 2001, among ELGAR HOLDINGS, INC. ("Holdings"), ELGAR ELECTRONICS CORPORATION (the "Borrower"), the lenders party to the Credit Agreement referred to below (the "Banks"), and BANKERS TRUST COMPANY, as Agent (in such capacity, the "Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • August 19th, 2002 • Elgar Holdings Inc • Electronic components, nec • New York
This TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of June 26, 2002, is made by and between ELGAR ELECTRONICS CORPORATION, a California corporation (“Debtor”) in favor of ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as the collateral agent for the below-defined Lender Group (in such capacity, together with its successors, if any, such capacity, “Collateral Agent”).
RESTRUCTURING BONUS AGREEMENTRestructuring Bonus Agreement • May 13th, 2003 • Elgar Holdings Inc • Electronic components, nec • Delaware
This RESTRUCTURING BONUS AGREEMENT (“Agreement”), dated as of March 31, 2003, is by and between Elgar Holdings, Inc., a Delaware corporation (“Holdings”), and John Mei (“Executive”).
SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT AND FIRST AMENDMENT TO CAPITAL CALL AGREEMENTCredit Agreement • March 29th, 2002 • Elgar Holdings Inc • Electronic components, nec • New York
SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT AND FIRST AMENDMENT TO CAPITAL CALL AGREEMENT (collectively, this "Amendment"), dated as of October 5, 2001, among ELGAR HOLDINGS, INC. ("Holdings"), ELGAR ELECTRONICS CORPORATION (the "Borrower"), the lenders party to the Credit Agreement referred to below (the "Banks"), BANKERS TRUST COMPANY, as Agent (in such capacity, the "Agent"), and J.F. LEHMAN EQUITY INVESTORS I L.P. (the "Contributor"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 19th, 2002 • Elgar Holdings Inc • Electronic components, nec • New York
This STOCK PLEDGE AGREEMENT (this “Stock Pledge Agreement”), dated as of June 26, 2002, is entered into by and among ELGAR HOLDINGS, INC., a Delaware corporation (“Parent”), and ELGAR ELECTRONICS CORPORATION, a California corporation (“Borrower”; Parent and Borrower are referred to hereinafter each individually as a “Pledgor”, and collectively, as the “Pledgors”), and ABLECO FINANCE LLC, a Delaware limited liability company, as collateral agent for the Lenders (defined below) (“Secured Party”), with reference to the following:
LOAN AGREEMENT dated as of April 16, 2003 amongLoan Agreement • May 13th, 2003 • Elgar Holdings Inc • Electronic components, nec • New York
THIS LOAN AGREEMENT (this “Agreement”) is dated as of April 16, 2003, and entered into by and among ELGAR ELECTRONICS CORPORATION, a California corporation (the “Borrower”), ELGAR HOLDINGS, INC., a Delaware corporation (“Holdings”), and CERTAIN SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY HERETO in accordance with Section 5.12, as Guarantors, the Lenders named on the signature pages hereto and any Persons that become Lenders in accordance with Section 10.2(a) (the “Lenders”), and U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the Lenders (together with its successors in such capacity, the “Collateral Agent”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2003 • Elgar Holdings Inc • Electronic components, nec • Delaware
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of April 15, 2003, is by and among Elgar Holdings, Inc., a Delaware corporation (“Holdings”), Elgar Electronics Corporation, a California corporation and a wholly owned subsidiary of Holdings (“EEC”), and John P. Mei (“Executive”).
WAIVER TO CREDIT AGREEMENT AND SECOND AMENDMENT TO CAPITAL CALL AGREEMENTCredit Agreement • March 29th, 2002 • Elgar Holdings Inc • Electronic components, nec • New York
WAIVER TO CREDIT AGREEMENT AND SECOND AMENDMENT TO CAPITAL CALL AGREEMENT (collectively, this "Amendment"), dated as of November 13, 2001, among ELGAR HOLDINGS, INC. ("Holdings"), ELGAR ELECTRONICS CORPORATION (the "Borrower"), the lenders party to the Credit Agreement referred to below (the "Banks"), BANKERS TRUST COMPANY, as Agent (in such capacity, the "Agent"), and J.F. LEHMAN EQUITY INVESTORS I L.P. (the "Contributor"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below or in the Capital Call Agreement (as defined in the Credit Agreement).
NINTH AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • March 29th, 2002 • Elgar Holdings Inc • Electronic components, nec • New York
NINTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment"), dated as of January 31, 2002, among ELGAR HOLDINGS, INC. ("Holdings"), ELGAR ELECTRONICS CORPORATION (the "Borrower"), the lenders party to the Credit Agreement referred to below (the "Banks"), and BANKERS TRUST COMPANY, as Agent (in such capacity, the "Agent"), and acknowledged by and, to the extent set forth below, agreed to by, J.F. LEHMAN EQUITY INVESTORS I, L.P. ("JFLEI"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2003 • Elgar Holdings Inc • Electronic components, nec • Delaware
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of April 15, 2003, is by and among Elgar Holdings, Inc., a Delaware corporation (“Holdings”), Elgar Electronics Corporation, a California corporation and a wholly owned subsidiary of Holdings (“EEC”), and Joseph Budano (“Executive”).
FIFTH AMENDMENT AND WAIVERElgar Holdings Inc • November 19th, 2001 • Electronic components, nec • New York
FIFTH AMENDMENT AND WAIVER (this "Amendment"), dated as of September 28, 2001, among ELGAR HOLDINGS, INC. ("Holdings"), ELGAR ELECTRONICS CORPORATION (the "Borrower"), the lenders party to the Credit Agreement referred to below (the "Banks"), and BANKERS TRUST COMPANY, as Agent (in such capacity, the "Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2002 • Elgar Holdings Inc • Electronic components, nec • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of July 17, 2002, is by and among Elgar Holdings, Inc., a Delaware corporation (“Holdings”), Elgar Electronics Corporation, a California corporation and a wholly owned subsidiary of Holdings (“EEC”), and Joseph Budano (“Executive”).
SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • March 29th, 2002 • Elgar Holdings Inc • Electronic components, nec • New York
SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment"), dated as of December 20, 2001, among ELGAR HOLDINGS, INC. ("Holdings"), ELGAR ELECTRONICS CORPORATION (the "Borrower"), the lenders party to the Credit Agreement referred to below (the "Banks"), and BANKERS TRUST COMPANY, as Agent (in such capacity, the "Agent"), and acknowledged and agreed to by Power Ten (the "Subsidiary Guarantor"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
