0001144204-08-006483 Sample Contracts

FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • February 6th, 2008 • Measurement Specialties Inc • Measuring & controlling devices, nec • New York

FOURTH AMENDMENT AND WAIVER, dated as of December 10, 2007 (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 (together with the New Lenders (as hereinafter defined), the “Lenders”); the New 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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AGREEMENT
Agreement • February 6th, 2008 • Measurement Specialties Inc • Measuring & controlling devices, nec • New Jersey

This Agreement (“Agreement”), dated November 7, 2007 is by and between Measurement Specialties, Inc., a New Jersey corporation (the “Company”), and Frank Guidone (the “Executive”). The Company and the Executive are sometimes individually referred to herein as a “Party” or collectively referred to herein as the “Parties.”

SHARE PURCHASE AGREEMENT
Employment Agreement • February 6th, 2008 • Measurement Specialties Inc • Measuring & controlling devices, nec

Mr. Manfred Knütel, Ch. Des Vignes-Perdues 15, CH-2022 Bevaix, and Mr. Hans-Peter Salvisberg, Schlossallee 9 ; CH 3280 Greng, (Switzerland) (the “Sellers”)

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