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 Amendment, the parties hereto agree as follows; NOW, THEREFORE, it is agreed: 1. Section 9.07 of the Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and inserting the following new table in lieu thereof: "Fiscal Quarter Ending Closest To Ratio _________________ _____ March 31, 2000 0.77:1.00 June 30, 2000 0.78:1:00 September 30, 2000 0.86:1:00 December 31, 2000 0.94:1:00 March 31, 2001 1.40:1.00 June 30, 2001 1.50:1.00 September 30, 2001 1.60:1.00 December 31, 2001 1.70:1.00 March 31, 2002 and the last day of each fiscal quarter thereafter 1:75:1.00" 2. Section 9.09 of the Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and inserting the following new table in lieu thereof: "Fiscal Quarter Ending Closest To Amount _________________ ______ December 31, 1999 $2,210,000 March 31, 2000 $8,500,000 June 30, 2000 $9,000,000 September 30, 2000 $9,800,000 December 31, 2000 $10,500,000 March 31, 2001 $15,095,000 June 30, 2001 $15,250,000 September 30, 2001 $15,500,000 December 31, 2001 $16,000,000 March 31, 2002 $16,500,000 June 30, 2002 $17,000,000 September 30, 2002 $17,250,000 December 31, 2002 $17,500,000". 3. Section 11.01 of the Credit Agreement is hereby amended by deleting the date "March 31, 2000" appearing in the definition of "Test Period" and inserting in lieu thereof the date "December 31, 1999". 4. This Amendment shall become effective on the date (the "Third Amendment Effective Date") when each of Holdings, the Borrower and the Required Banks shall have signed a counterpart herof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Agent at the Notice Office. 5. In order to induce the Banks to enter into this Amendment, each of Holdings and the Borrower hereby represents and warrants that no Default or Event of Default exists on the Third Amendment Effective Date, both before and after giving effect to this Amendment. 6. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be delivered to the Borrower and the Agent. 7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 8. From and after the Third Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. -2- 9. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. * * * -3- IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. ELGAR HOLDINGS, INC, By: /s/ Kenneth R. Kilpatrick ----------------------------- Name: Kenneth R. Kilpatrick Title: President & CEO ELGAR ELECTRONICS CORPORATION By: /s/ Kenneth R. Kilpatrick ----------------------------- Name: Kenneth R. Kilpatrick Title: President & CEO BANKERS TRUST COMPANY, Individually and as Agent By: ------------------------------ Name: Title: IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. ELGAR HOLDINGS, INC, By: ----------------------------- Name: Title: ELGAR ELECTRONICS CORPORATION By: ----------------------------- Name: Title: BANKERS TRUST COMPANY, Individually and as Agent By: /s/ Gina S. Thompson ------------------------------ Name: Title: Director