0000912057-01-540392 Sample Contracts

FIFTH AMENDMENT AND WAIVER
Fifth Amendment and Waiver • November 19th, 2001 • Elgar Holdings Inc • 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.

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