Elgar Holdings Inc Sample Contracts

Elgar Holdings Inc – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (May 13th, 2003)

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”).

Elgar Holdings Inc – RESTRUCTURING BONUS AGREEMENT (May 13th, 2003)

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”).

Elgar Holdings Inc – RESTRUCTURING BONUS AGREEMENT (May 13th, 2003)

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”).

Elgar Holdings Inc – LOAN AGREEMENT dated as of April 16, 2003 among (May 13th, 2003)

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”).

Elgar Holdings Inc – EXCHANGE AGREEMENT (May 13th, 2003)

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

Elgar Holdings Inc – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (May 13th, 2003)

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”).

Elgar Holdings Inc – EMPLOYMENT AGREEMENT (April 22nd, 2003)

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”).

Elgar Holdings Inc – SEVERANCE AGREEMENT AND GENERAL AND SPECIAL RELEASE (November 12th, 2002)

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”).

Elgar Holdings Inc – EMPLOYMENT AGREEMENT (November 12th, 2002)

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”).

Elgar Holdings Inc – INTERCOMPANY SUBORDINATION AGREEMENT (August 19th, 2002)

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”).

Elgar Holdings Inc – CAPITAL CALL AGREEMENT (August 19th, 2002)

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.

Elgar Holdings Inc – STOCK PLEDGE AGREEMENT (August 19th, 2002)

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:

Elgar Holdings Inc – PATENT SECURITY AGREEMENT (August 19th, 2002)

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”).

Elgar Holdings Inc – SECURITY AGREEMENT (August 19th, 2002)

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:

Elgar Holdings Inc – TRADEMARK SECURITY AGREEMENT (August 19th, 2002)

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”).

Elgar Holdings Inc – FINANCING AGREEMENT (July 15th, 2002)

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").

Elgar Holdings Inc – EIGHTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (March 29th, 2002)

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.

Elgar Holdings Inc – SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (March 29th, 2002)

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.

Elgar Holdings Inc – NINTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (March 29th, 2002)

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.

Elgar Holdings Inc – WAIVER TO CREDIT AGREEMENT AND SECOND AMENDMENT TO CAPITAL CALL AGREEMENT (March 29th, 2002)

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).

Elgar Holdings Inc – SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT AND FIRST AMENDMENT TO CAPITAL CALL AGREEMENT (March 29th, 2002)

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.

Elgar Holdings Inc – FIFTH AMENDMENT AND WAIVER (November 19th, 2001)

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.

Elgar Holdings Inc – WAIVER (August 14th, 2001)

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.

Elgar Holdings Inc – FOURTH AMENDMENT (March 30th, 2001)

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 "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. W I T N E S S E T H: WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a Credit Agreement, dated as of February 3, 1998 and amended and restated as of May 29, 1998 (as amended, modified or supplemented to, but not including, the date hereof, the "Credit Agreement"); WHEREAS, the parties here

Elgar Holdings Inc – 1998 STOCK OPTION PLAN (August 14th, 2000)

EXHIBIT 10.1 ELGAR HOLDINGS, INC. 1998 STOCK OPTION PLAN AMENDED AND RESTATED AS OF AUGUST 1, 2000 1. PURPOSE. This Stock Option Plan (the "Plan") is intended as an tincentive to encourage stock ownership by officers and directors and executive and professional employees of Elgar Holdings, Inc. (the "Company") and its Parent and Subsidiary corporations so that they may acquire or increase their equity interest in the success of the Company and its Parents and Subsidiaries, and to encourage them to remain in the service of the Company or of its Parents or Subsidiaries. Each option granted under this Plan will be designated as either an "Incentive Stock Option" or a "Nonqualified Stock Option." It is intended that each option designated as an Incentive Sto

Elgar Holdings Inc – THIRD AMENDMENT (March 29th, 2000)

THIRD AMENDMENT THIRD AMENDMENT (this "Amendment"), dated as of March 10, 2000, 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 (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. W I T N E S S E T H WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a Credit Agreement, dated as of February 3, 1998 and amended and restated as of May 29, 1998 (as amended, modified or supplemented to, but not including, the date hereof, the "Credit Agreement"); WHEREAS, the parties hereto wish to amend certain provisions of the Credit Agreement as herein provided; and WHEREAS, subject to the terms and conditions of this A

Elgar Holdings Inc – MANAGEMENT AGREEMENT (June 22nd, 1999)

EXHIBIT 10.7 AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT This Amendment No. 1 to Management Agreement (this "AMENDMENT") is made and entered into as of September 15, 1998 by and among Elgar Holdings, Inc., a Delaware corporation ("HOLDINGS"), Elgar Electronics Corporation, a California corporation ("ELGAR") and J.F. Lehman & Company, Inc., a Delaware corporation (the "ADVISOR"). Except as otherwise provided herein, capitalized terms used herein will have the meanings ascribed to them in the Management Agreement (as defined below). W I T N E S S E T H WHEREAS, the Holdings, Elgar and the Advisor entered into that certain Management Agreement, dated as of February 3, 1998 (the "AGREEMENT"), pursuant to which the parties agreed, among other things, that the Adv

Elgar Holdings Inc – MANAGEMENT SERVICES AGREEMENT (June 22nd, 1999)

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 Corporation, a California corporation ("Elgar"), and J.F. Lehman & Company, Inc., a Delaware corporation ("JFL"). WHEREAS, Elgar is engaged in the business, INTER ALIA, of designing, manufacturing, marketing, servicing and repairing power supply systems for both commercial and military applications. Elgar conducts such business operations worldwide, but is focused primarily in the United States. WHEREAS, key personnel of JFL have substantial expertise that is useful to Elgar. Elgar desires to obtain management services from JFL, and JFL desires to provide management services to Elgar, all on the terms and conditions of this Agreement; and WHEREAS, Holdings, Elgar and JFL entered into that cer

Elgar Holdings Inc – FIRST AMENDMENT AND WAIVER (May 18th, 1999)

EXHIBIT 10.1 FIRST AMENDMENT AND WAIVER FIRST AMENDMENT AND WAIVER (this "Amendment"), dated as of February 12, 1999, 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 (the "Agent"), and solely for purposes of Sections 14 and 15 of this Amendment, 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. W I T N E S S E T H: WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a Credit Agreement, dated as of February 3, 1998 and amended and restated as of May 29, 1998 (as amended, modified or supplemente

Elgar Holdings Inc – AMENDED AND RESTATED CAPITAL CALL AGREEMENT (May 18th, 1999)

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, 1999, made by and among J.F. Lehman Equity Investors L.P. ("JFLEI"), Elgar Holdings, Inc. ("Holdings"), Elgar Electronics Corporation (the "Borrower"), and Bankers Trust Company, as Agent (the "Agent") for the benefit of the various lenders (the "Banks") from time to time party to the Credit Agreement referred to below. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. W I T N E S S E T H : WHEREAS, Holdings, the Borrower, the Banks and the Agent have entered into an Amended and Restated Credit Agr

Elgar Holdings Inc – SECOND AMENDMENT (May 18th, 1999)

EXHIBIT 10.2 SECOND AMENDMENT SECOND AMENDMENT (this "Amendment"), dated as of March 24, 1999, 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 (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. W I T N E S S E T H: WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a Credit Agreement, dated as of February 3, 1998 and amended and restated as of May 29, 1998 (as amended, modified or supplemented to, but not including, the date hereof, the "Credit Agreement"); WHEREAS, the parties hereto wish to amend certain provi

Elgar Holdings Inc – THIRD AMENDMENT TO LEASE (September 11th, 1998)

EXHIBIT 10.25 THIRD AMENDMENT TO LEASE I. PARTIES AND DATE. This Third Amendment to Lease (the "Third Amendment") dated July 15, 1998, is by and between THE IRVINE COMPANY, as successor-in-interest to Carroll Ridge Park, a California general partnership ("Lessor"), and ELGAR ELECTRONICS CORPORATION, a California corporation ("Lessee"). II. RECITALS. On February 1, 1984, Lessor and Lessee entered into a lease for space in a building located at 9250 Brown Deer Road, San Diego, California ("Premises"), which lease was subsequently amended by a First Amendment to Lease dated November 5, 1992, and by a Second Amendment to Lease dated March 11, 1998 (as amended, the "Lease"). Lessor and Lessee each desire to modify the Lease as set forth in "III. MODIFICATIONS" next below. III. MODIFICATIONS. A. LATE