FORM OF SWINGLINE NOTE
$1,000,000 New York, New York
____________ __,____
FOR VALUE RECEIVED, ELGAR ELECTRONICS CORPORATION (the "Borrower"),
a California corporation, hereby promises to pay to BANKERS TRUST COMPANY or
its registered assigns (the "Bank"), in lawful money of the United States of
America in immediately available funds, at the office of Bankers Trust
Company (the "Agent") located at One Bankers Trust Plaza, 000 Xxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 on the Swingline Expiry Date (as defined in the
Agreement referred to below) the principal sum of ONE MILLION DOLLARS
($1,000,000) or, if less, the unpaid principal amount of all Swingline Loans
(as defined in the Agreement) made by the Bank pursuant to the Agreement.
The Borrower promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at
the rates and at the times provided in Section 1.08 of the Agreement.
This Note is the Swingline Note referred to in the Amended and
Restated Credit Agreement, dated as of February 3, 1998 and amended and
restated as of May 29, 1998, among Elgar Holdings, Inc., the Borrower, the
lenders from time to time party thereto (including the Bank), and the Agent
(as amended, modified or supplemented from time to time, the "Agreement") and
is entitled to the benefits thereof and of the other Credit Documents (as
defined in the Agreement). This Note is secured by the Security Documents
(as defined in the Agreement) and is entitled to the benefits of the
Guaranties (as defined in the Agreement). This Note is subject to voluntary
prepayment and mandatory repayment prior to the Swingline Expiry Date, in
whole or in part, as provided in the Agreement.
In case an Event of Default (as defined in the Agreement) shall
occur and be continuing, the principal of and accrued interest on this Note
may become or be declared to be due and payable in the manner and with the
effect provided in the Agreement.
The Borrower hereby waives presentment, demand, protest or notice
of any kind in connection with this Note.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAW OF THE STATE OF NEW YORK.
ELGAR ELECTRONICS CORPORATION
By
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Name:
Title:
