0001144204-09-005227 Sample Contracts

FIFTH AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • February 4th, 2009 • Measurement Specialties Inc • Measuring & controlling devices, nec • New York

FIFTH AMENDMENT, CONSENT AND WAIVER, dated as of October 24, 2008 (this “Amendment”), to the Credit Agreement referred to below by and among MEASUREMENT SPECIALTIES, INC., a New Jersey corporation (“Borrower”); the other parties signatory thereto as US Credit Parties; the Lenders party thereto (the “Lenders”); WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”), JPMORGAN CHASE BANK, N.A., as Documentation Agent (the “Documentation Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent for the Lenders (in such capacity, “Agent”).

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SIXTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT
Credit Agreement • February 4th, 2009 • Measurement Specialties Inc • Measuring & controlling devices, nec • New York

SIXTH AMENDMENT AND CONSENT, dated as of January 29, 2009 (this “Amendment”), to the Credit Agreement referred to below by and among MEASUREMENT SPECIALTIES, INC., a New Jersey corporation (“Borrower”); the other parties signatory thereto as US Credit Parties; the Lenders party thereto (the “Lenders”); WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”), JPMORGAN CHASE BANK, N.A., as Documentation Agent (the “Documentation Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent for the Lenders (in such capacity, “Agent”).

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