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
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”).
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”).
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”).
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”).
