**Exhibit 10.1**

 

# **EXCHANGEAGREEMENT**

 

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 EquityInvestors I, L.P. (“***JFL***”),(3) each of the parties listed on Exhibit A hereto under theheading “Consenting Shareholders” (each, a “***Consenting Shareholder***”) whichbeneficially own in the aggregate (a) 10,000 shares (subject to increaseas a result of the issuance of additional shares in payment of dividends) ofEHI’s Series A 10% CumulativeRedeemable Preferred Stock (the “***Series A Preferred Stock***”), (b) 679shares of EHI’s Series B 6%Cumulative Convertible Preferred Stock (“***Series B Preferred Stock***”) and(c) 543 shares of EHI’s Series C6% Cumulative Convertible Preferred Stock (“***Series C Preferred Stock***”),and (4) OCM Principal Opportunities Fund II, L.P. (“***POF***”) and OCM/GFIPower Opportunities Fund, L.P. (“***Power***”, and together with POF, the “***Consenting Noteholders***”),which together beneficially own $66,050,000 in aggregate principal amount ofEHI’s 9-7/8% Senior Notes due 2008 (the “***Existing Notes***”) issued under that certainindenture dated as of February 3, 1998 (as amended or supplemented, the “***Indenture***”), betweenJFL-EEC Merger Sub Co., a Delaware corporation and predecessor to EHI, and TheBank of New York (as successor trustee to United States Trust Company of NewYork), as trustee (the “***Trustee***”),as modified and amended by that certain First Supplemental Indenture dated asof February 3, 1998, by and among EHI, subsidiaries of EHI listed on thesignature pages thereto and the Trustee and that certain Second SupplementalIndenture dated as of May 29, 1998, by and among EHI, subsidiaries of EHIlisted on the signature pages thereto and the Trustee.  For purposes hereof, the ConsentingShareholders and the Consenting Noteholders shall collectively be referred toas the “***ConsentingHolders***” and each individually shall be referred to as a “***Consenting Holder***”.

 

# **RECITALS**

 

A.                                   EHI, JFL and the Consenting Holders haveengaged in good faith negotiations with the objective of reaching an agreementwith regard to a financial restructuring of EHI involving the Existing Notesand its outstanding equity securities.

 

B.                                     EHI, JFL and the Consenting Holders now desireto implement a financial restructuring (the “***Financial Restructuring***”) of EHI onsubstantially the terms set forth herein and in the term sheet (the “***Term Sheet***”) attachedhereto as Exhibit B.  Unlessthis Agreement otherwise requires, the term “Financial Restructuring” shall notinclude the transactions described in paragraph C below.

 

C.                                     In connection with the FinancialRestructuring, POF, Power, EHI and JFL desire that certain bridge financing beprovided to Elgar Electronics Corporation, a wholly owned subsidiary of EHI (“***Elgar***”), through:

 

(1)                                  the extension by POF and Power of bridgeloans in an aggregate amount of $25,000,000 to Elgar evidenced by bridge notes(the “***Bridge Notes***”)issued pursuant to a loan agreement, the form of which loan agreement isattached as Exhibit C hereto, and the application of the proceedsfrom the Bridge Notes for (i) the repayment in full of outstanding revolver and term loan borrowingsunder Elgar’s senior secured credit facility with Ableco Finance, LLC (the “***Cerberus Credit Facility***”),(ii) the payment of $250,000 in renewal and otherfees under the Cerberus Credit Facility, (iii) the payment of funding fees to POF and Power on account of the BridgeNotes, (iv) the payment orreimbursement of certain reasonable and documented third party legal andaccounting

 

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expenses of POF, Power, JFL and EHI onaccount of work up to and including the date of the Bridge Notes and (v) the remaining balance to be applied toElgar’s cash reserves and working capital, in each case, as described hereinand in the Term Sheet (the “***Bridge Loans***”); and

 

(2)                                  in connection with and as an inducement tothe issuance of the Bridge Notes (i) the deposit by JFL or its affiliate of upto $6,000,000 in cash or such other amount as described in Section 8(c) below(the “***Collateral***”)in an account for the benefit of the holders of the Bridge Notes in support ofa guaranty of the Bridge Notes, and (ii) to the extent that the fees paid orpayable under the Cerberus Credit Facility as described in clause (1)(ii) of this Recital C exceed $250,000 (the “***Excess Cerberus Liabilities***”),and to the extent that the amount of the Collateral is less than $5,700,000 asof the business day immediately prior to the date of commencement of theExchange Offer, as more fully described in Section 8(c) below (the “***Collateral Shortfall***”and, together with the Excess Cerberus Liabilities, the “***JFL Obligation***”), JFLshall, or shall cause its affiliate to, purchase additional New Notes, Series DPreferred Stock and New Common Stock (each as defined below) in the sameproportions as, and as part of, the New JFL Investment (as defined below) forcash in an aggregate amount equal to the sum of the Excess Cerberus Liabilitiesand the Collateral Shortfall, in each case, as described herein and in the TermSheet.

 

D.                                    EHI, JFL and the Consenting Holders desireto consummate the Financial Restructuring through:

 

(1)                                  an exchange offer as described herein and inthe Term Sheet by EHI for all $90,000,000 of the Existing Notes in exchange for(i) $60,000,000 of EHI’s 9% Senior Notes due February 1, 2008 (the “***New Notes***”), with theprincipal terms as described in Exhibit D hereto, (ii) $30,000,000 instated liquidation value of EHI’s Series D 10.5% Senior CumulativeRedeemable Preferred Stock, due February 1, 2008 (the “***Series D Preferred Stock***”) and(iii) 750,000 shares of new Class A Common Stock of the Company, par value$0.01 per share (the “***NewCommon Stock***”), representing 75% of the New Common Stock to be outstanding uponconsummation of the Financial Restructuring but without giving effect to theNew JFL Investment and assuming no Existing Notes are purchased pursuant to theCash Alternative (as defined below) (the “***ExchangeOffer***”); provided that the Exchange Offer may offerholders of Existing Notes the option to exchange their Existing Notes for cashin amounts as may be determined by the Consenting Noteholders (the “***Cash Alternative***”); providedfurther that holders of Existing Notes who participate in the ExchangeOffer shall not be entitled to receive interest accrued on the Existing Notesfrom February 1, 2003, and novalue shall be paid in respect of such accrued interest with respect to holderswho elect to accept the Cash Alternative;

 

(2)                                  the restatement and amendment of EHI’s certificateof incorporation, the form of which is attached as Exhibit Ehereto, to reclassify EHI’s outstandingcommon stock, par value $0.01 per share (the “***Old Common Stock***”), Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively,the “***Old EquitySecurities***”) into an aggregate of (i) $3,500,000 in stated liquidation value ofSeries D Preferred Stock and (ii) 250,000 shares of New Common Stock,representing 25% of the New Common Stock to be outstanding upon consummation ofthe Financial Restructuring but without giving effect to the New JFL Investmentand assuming no Existing Notes are purchased pursuant to the Cash Alternative,with the holders of

 

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Series A Preferred Stock to be allocated, *pro rata*, $3,500,000 in stated liquidationvalue of the Series D Preferred Stock and 125,000 shares of New Common Stock, and the holders of the Old Common Stock,Series B Preferred Stock and Series C Preferred Stock to be allocated *pro rata*, on a fully diluted, as-convertedbasis, 125,000 shares of New CommonStock (the “***CharterAmendment***”);

 

(3)                                  the cancellation of all outstanding warrants(the “***Warrants***”)held by the Consenting Shareholders to purchase an aggregate of 707,488 sharesof Old Common Stock;

 

(4)                                  consent solicitations pursuant to which EHIwill seek to obtain consents to (i) certain modifications to the Indenture, the form of which is attached asExhibit F hereto (the “***Indenture Amendment***”) and (ii) a prepackaged bankruptcy of EHI in the eventthat the Exchange Offer is not consummated which prepackaged bankruptcy shallseek to replicate the successful completion of the Financial Restructuring ascontemplated herein and in the Term Sheet (other than the Cash Alternative)subject to such changes as may be required under applicable Bankruptcy Laws (asdefined below) in order to make the plan of reorganization thereunderconfirmable (the “***ContingencyPlan***”); provided, that such changes shall be approved byPOF and Power in their sole discretion;

 

(5)                                  the amendment or refinancing of the BridgeLoans, as described herein and in the Term Sheet (the “***Credit Facility Amendment***”);

 

(6)                                  implementation of a new management incentiveplan as described in the Term Sheet (the “***Management Incentive Plan***”); and

 

(7)                                  the transfer of the Collateral to EHI by POFand Power on JFL’s behalf in exchange for the issuance by EHI to JFL or itsaffiliate of up to (i) $8,000,000 of NewNotes, (ii) $4,000,000 instated liquidation value of Series D Preferred Stock and (iii) 100,000 shares of New Common Stock asdescribed herein and in the Term Sheet (the “***New JFL Investment***”); providedthat to the extent that less than $6,000,000 in cash is deposited as theCollateral on or prior to the business day immediately prior to the date ofcommencement of the Exchange Offer (as described in Section 8(c) below),the amount of New Notes, Series D Preferred Stock and shares of New CommonStock to be issued by EHI to JFL or its affiliate as the New JFL Investment shallbe proportionately reduced; and providedfurther that the amountof New Notes, Series D Preferred Stock and shares of New Common Stock to beissued by EHI to JFL or its affiliate as the New JFL Investment shall beproportionately increased to the extent that JFL or its affiliate is requiredto purchase for cash such New Notes, Series D Preferred Stock and shares of NewCommon Stock in an amount equal to the sum of the Excess Cerberus Liabilitiesand the Collateral Shortfall as described herein and in the Term Sheet.

 

E.                                      To expedite and ensure the implementation ofthe Financial Restructuring, each of POF and Power is prepared to commit, onthe terms and subject to the conditions of this Agreement, to extend the BridgeLoans and to perform its other obligations hereunder with respect thereto.

 

F.                                      To expedite and ensure the implementation ofthe Financial Restructuring, JFL is prepared to commit, on the terms andsubject to the conditions of this Agreement, to deposit the

 

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Collateral,to make or cause its affiliate to make the New JFL Investment, to vote or causeits affiliates to vote in favor of the transactions contemplated hereby and toperform its other obligations hereunder with respect thereto.

 

G.                                     To expedite and ensure the implementation ofthe Financial Restructuring, each of the Consenting Noteholders is prepared tocommit, on the terms and subject to the conditions of this Agreement, (i) to deliver, or cause its affiliates todeliver, a consent with respect to the modifications to the terms of theExisting Notes pursuant to the Indenture Amendment, (ii) to tender, or cause its affiliates totender, for exchange in the Exchange Offer its Existing Notes pursuant to theterms of the Exchange Offer and (iii) to perform its other obligations hereunder with respect thereto.

 

H.                                    To expedite and ensure the implementation ofthe Financial Restructuring, each of the Consenting Shareholders is prepared tocommit, on the terms and subject to the conditions of this Agreement,(i) to vote in favor of the Charter Amendment, (ii) to become a partyto the new Stockholders Agreement to be entered into upon consummation of theFinancial Restructuring, the form of which is attached as Exhibit Ghereto (the “***New StockholdersAgreement***”), (iii) to consent to the termination of thecurrent Shareholders Agreement (the “***Old Shareholders Agreement***”), (iv) toconsent to the termination of the Warrants and the related WarrantholderRegistration Rights Agreement and (v) to perform its other obligationshereunder with respect thereto.

 

I.                                         To expedite andimplement the Financial Restructuring, EHI is prepared to commit to commencing(i) the ExchangeOffer, (ii) the consent solicitation with respect to the Indenture Amendment, the CharterAmendment and the Contingency Plan and (iii) the other transactions contemplated herebyas expeditiously as possible.

 

J.                                        EHI, JFL and theConsenting Holders are prepared to vote for (or cause their respectiveaffiliates to vote for) and to implement the Contingency Plan if the ExchangeOffer as contemplated herein is not consummated.

 

# **TERMS**

 

NOW, THEREFORE, in consideration of the promises and the mutualcovenants and agreements set forth herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,EHI, JFL and each Consenting Holder hereby agree as follows:

 

1.                                       Means For Effectuating the Bridge Financingand the Financial Restructuring.  EHI, JFL, Power and POF intendthat the bridge financing for Elgar shall be accomplished by the extension ofthe Bridge Loans, the deposit of the Collateral and the agreement of JFL topurchase or cause its affiliate to purchase additional New Notes, Series DPreferred Stock and New Common Stock as part of the New JFL Investment for cashin an aggregate amount equal to the Excess Cerberus Liabilities, if any, on theterms described herein and in the Term Sheet. EHI, JFL and the Consenting Holders intend that the FinancialRestructuring shall be accomplished by (1) the Exchange Offer,(2) the Charter Amendment, (3) the cancellation of the Warrants,(4) the Indenture Amendment, (5) the Credit Facility Amendment,(6) entering into the New Stockholders Agreement, (7) the implementationof the Management Incentive Plan and (8) the New JFL Investment (includingthe Collateral Shortfall, if any, but excluding the Excess CerberusLiabilities, if any), all to occur, if at all, substantially contemporaneously,on the terms described herein and in the Term Sheet.  EHI, JFL and the Consenting Holders further intend

 

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that,in the event that the Exchange Offer is not consummated, the FinancialRestructuring shall be effected through the Contingency Plan.

 

2.                                       Lockup Period.  Fora period commencing with the date hereof until the earlier to occur of(i) termination of the applicable Consenting Holder’s obligations underthis Agreement pursuant to Section 9 hereof and (ii) consummation of theExchange Offer (such period, the “***Lockup Period***”), each of the ConsentingHolders hereby agrees not to sell, assign, transfer, hypothecate or otherwisedispose of, directly or indirectly any Existing Notes, Warrants or Old EquitySecurities beneficially owned by it (including Existing Notes (“***Future Notes***”) or OldEquity Securities (“***FutureShares***”) acquired by it beneficially after the date hereof,except as required pursuant to the Financial Restructuring), unless thetransferee thereof agrees in writing for the benefit of the other parties heretoto be bound by all of the terms of this Agreement and executes a counterpartsignature page of this Agreement and the transferor provides EHI with a copythereof.  This Agreement shall in no waybe construed to preclude the Consenting Holders from acquiring additionalExisting Notes and/or Old Equity Securities; provided that anyadditional Existing Notes and/or Old Equity Securities so acquired shallautomatically be deemed to be subject to all of the terms and conditions ofthis Agreement for so long as this Agreement remains in effect.

 

3.                                       Ownership and Authority; Voting andTendering; Confidentiality.

 

a.               Each of the Consenting Holders represents(as to itself only) that, as of the date hereof, it is the beneficial owner ofthe Existing Notes, Old Equity Securities or Warrants, as the case may be, setforth opposite its name on Exhibit A hereto, and further representsthat such Consenting Holder does not beneficially own any other shares ofcapital stock or indebtedness of EHI or its subsidiaries (except, in the caseof POF and Power, the Bridge Notes), and in the case of any Future Notes and/orFuture Shares acquired by it or any of its affiliates, on the date suchConsenting Holder or affiliate acquires such Future Notes and/or Future Shares,such Consenting Holder will be the beneficial owner of such Future Notes and/orFuture Shares (as the case may be).  TheExisting Notes beneficially owned and any Future Notes beneficially owned byany particular Consenting Holder are hereinafter sometimes referred to as its***“Relevant Notes”***;the Old Equity Securities and any Future Shares beneficially owned by anyparticular Consenting Holder are hereinafter sometimes referred to as its ***“Relevant Shares”***;and the Relevant Notes and the Relevant Shares beneficially owned by anyparticular Consenting Holder are hereinafter sometimes referred to as its ***“Relevant Securities”***.

 

b.              Each Consenting Noteholder agrees (as toitself only), subject to Section 9(b) and to the conditions that(i) the material terms of the applicable agreements implementing theFinancial Restructuring are the terms set forth herein, (ii) allconditions precedent to the Financial Restructuring shall have been satisfiedor waived, (iii) other than with respect to the Restructuring Documents(as defined below) the forms of which are attached as Exhibits hereto (providedthat the terms of the New Notes and the Indenture Amendment attached asExhibits D and F, respectively, hereto shall be subject to such changes as maybe reasonably requested by the relevant trustee), the final documents applicable to such Consenting Noteholder andrequired to be executed in connection with the Exchange Offer are in a formreasonably satisfactory to

 

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such Consenting Noteholder and all agreementsrequired to be executed upon consummation of the Exchange Offer have beenentered into by all applicable parties and have become effective (providedthat this condition shall be deemed satisfied if the only condition to the effectivenessof any such agreement is the execution and delivery of such agreement by suchConsenting Noteholder) and (iv) this Agreement shall not have beenterminated pursuant to Section 9 hereof, that such Consenting Noteholder(1) shall deliver a consent with respect to its Relevant Notes to modifythe terms of the Indenture pursuant to the applicable Indenture Amendment,(2) shall become a party to the New Stockholders Agreement uponconsummation of the Financial Restructuring, (3) shall tender all, and shall not withdrawany, of its Relevant Notes in the Exchange Offer pursuant to the terms of theRestructuring Documents in exchange for New Notes, Series D Preferred Stock andNew Common Stock and shall not elect the Cash Alternative and (4) shall deliver a consent with respect to itsRelevant Notes to vote in favor of and to implement the prepackaged bankruptcyof EHI pursuant to the Contingency Plan in the event that the Exchange Offer isnot consummated.

 

c.               Each Consenting Shareholder agrees (as to itselfonly), subject to Section 9(b) and to the conditions that (i) thematerial terms of the applicable agreements implementing the FinancialRestructuring are the terms set forth herein, (ii) other than with respectto the Restructuring Documents the forms of which are attached as Exhibitshereto (provided that the terms of the New Notes and the IndentureAmendment attached as Exhibits D and F, respectively, hereto shall be subjectto suchchanges as may be reasonably requested by the relevant trustee), the final documents applicable to suchConsenting Shareholder and required to be executed in connection with theExchange Offer are in a form reasonably satisfactory to such ConsentingShareholder and all agreements required to be executed upon consummation of theExchange Offer have been entered into by all applicable parties and have becomeeffective (provided that this condition shall be deemed satisfied if theonly condition to the effectiveness of any such agreement is the execution anddelivery of such agreement by such Consenting Shareholder) and (iii) thisAgreement shall not have been terminated pursuant to Section 9 hereof,that such Consenting Shareholder (1) shall vote its Relevant Shares toapprove the Charter Amendment, (2) shall become a party to the NewStockholders Agreement upon consummation of the Financial Restructuring,(3) shall consent to the termination of the Old Shareholders Agreement,(4) shall consent to the termination of the Warrants and the relatedWarrantholder Registration Rights Agreement and (5) shall deliver a consent with respect to itsRelevant Shares to vote in favor of and to implement the prepackaged bankruptcyof EHI pursuant to the Contingency Plan in the event that the Exchange Offer isnot consummated.

 

d.              Each Consenting Shareholder agrees to theterms and conditions of that certain letter agreement, dated January 14,2003, among JFL and the Consenting Noteholders (the “***Confidentiality Agreement***”)attached hereto as Exhibit H and pursuant to which each ConsentingShareholder agrees, among other things, to keep Confidential Information (asdefined therein) confidential in accordance with the Confidentiality Agreement.

 

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4.                                       Preparation of Documents. Promptly upon execution of this Agreement, and to effect the FinancialRestructuring, except as noted below, counsel for EHI and JFL shall prepare(and counsel for EHI and JFL and counsel for the Consenting Holders shallnegotiate) all of the documentation necessary in the reasonable judgment ofcounsel for EHI and JFL and counsel for the Consenting Holders to implement theFinancial Restructuring, including but not limited to the following (inaddition to those the forms of which are attached as Exhibits hereto):

 

a.               the exchange offer and consent solicitationstatement (including the consent and letter of transmittal), providing for theExchange Offer and the Indenture Amendment and the Contingency Plan;

 

b.              a plan of reorganization for the ContingencyPlan;

 

c.               an indenture with respect to the New Notesto be issued to Consenting Noteholders and other holders of Existing Notes whotender their respective Relevant Notes (or other Existing Notes) in theExchange Offer;

 

d.              an agreement with The Bank of New York, orsuch other trustee as may be agreed by EHI, JFL and the Consenting Noteholders,to act as exchange agent for the Exchange Offer;

 

e.               the Management Incentive Plan;

 

f.                 the Credit Facility Amendment; providedthat counsel for POF and Power shall prepare such documents with respect to anyamendment to the Bridge Loans or refinancing thereof by POF, Power or any oftheir affiliates;

 

g.              a subscription agreement relating to the NewJFL Investment; and

 

h.              the consent solicitation statement to bemailed to the holders of Old Equity Securities seeking, among other things,their approval of the Charter Amendment and the Contingency Plan.

 

The Charter Amendment, the New StockholdersAgreement, the Indenture Amendment, the Bridge Notes, the documents relating tothe deposit of the Collateral and the New JFL Investment and the otherdocuments referred to in (a) through (h) above are referred to herein as the “***Restructuring Documents***”.

 

5.                                       Other Undertakings. EHI hereby agrees to use its reasonable best efforts to obtain approvalof the Charter Amendment by its shareholders entitled to vote thereon and tocomply with its obligations hereunder. JFL agrees to (a) use its reasonable best efforts to cause EHI tocomply with its obligations hereunder and (b) vote, or cause its affiliateswho own or possess the power to direct the vote of voting shares of stock ofEHI to vote, in favor of the Charter Amendment, to deliver a consent to vote infavor of and to implement the prepackaged bankruptcy of EHI pursuant to theContingency Plan in the event that the Exchange Offer is not consummated and toprovide any other consents, or execute any other documents, certificates orinstruments, or take any other action necessary or appropriate to effectuatethe Financial Restructuring.  EHI shallkeep the Consenting Holders apprised of the status of matters relating tocompletion of the Financial Restructuring and the other transactionscontemplated thereby, including promptly furnishing the Consenting Holders withcopies of (i) any amendments or supplements to any of the RestructuringDocuments in advance of any mailing to the applicable

 

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securityholders and (ii) any notice or other material communications received byEHI from any federal, state or other government, governmental or regulatoryagency or body, court of self-regulatory organization, domestic or foreign,with respect to the Financial Restructuring and the other transactionscontemplated thereby.

 

6.                                       Timetable.  The parties shall use theirreasonable best efforts so that (i) the Exchange Offer is commenced on orprior to May 15, 2003 and all Restructuring Documents related to theExchange Offer are completed by May 12, 2003 and (ii) the FinancialRestructuring is completed by July 30, 2003 (provided, thatconfirmation of the Contingency Plan by the bankruptcy court may occur aftersuch date so long as the related proceedings with respect thereto shall havebeen commenced prior to such time).

 

7.                                       Support of the Financial Restructuring.  EHI,JFL and each Consenting Holder will use its reasonable best efforts to promptlyconsummate the Financial Restructuring on the terms and subject to theconditions set forth herein.   None ofEHI, JFL or the Consenting Holders shall object to the consummation of theFinancial Restructuring or otherwise commence any proceeding to oppose,materially delay or alter the Financial Restructuring or any RestructuringDocuments so long as this Agreement is in effect and the RestructuringDocuments contain terms and conditions no less favorable to the ConsentingHolders in any material respect to those contained herein, subject, in theevent of the Contingency Plan, to such changes as may be required underapplicable Bankruptcy Laws to make the plan of reorganization thereunderconfirmable as the same shall be approved by POF and Power in their solediscretion.

 

8.                                       Bridge Loans; Collateral; New JFL Investment.

 

a.               Each of EHI, JFL, POF and Power will use itsreasonable best efforts to promptly complete and negotiate all RestructuringDocuments required to effectuate the Bridge Loans on the terms and subject tothe conditions set forth herein and in the Term Sheet.

 

b.              Upon satisfactory completion of suchRestructuring Documents required to effectuate the Bridge Loans and thesatisfaction or waiver of any conditions thereunder to the funding of theBridge Loans, (i) POF and Power shall extend the Bridge Loans to Elgar, and EHIshall cause Elgar to issue the Bridge Notes and to apply the proceeds from theBridge Notes in accordance with the terms set forth herein and in the TermSheet; provided that as a condition to the making of the Bridge Loans:(1) EHI shall have received a draft audit report for the fiscal year endedDecember 28, 2002 from EHI’s current auditor (a copy of which shall bedelivered to POF and Power) on or before the issuance of the Bridge Notes whichdraft shall be satisfactory in all respects to POF and Power, and POF and Powershallhave had, and be satisfied in all respects with, discussions with EHI’s currentauditor regarding the content and delivery thereof; provided, that assoon as available, but not later than three business days after the issuance ofthe Bridge Notes, a copy of the signed audit report relating to the financialstatements for the fiscal year ending December 28, 2002, substantially in theform of the draft previously submitted, shall be delivered to POF and Power and (2) POF and Power shall have received acertificate of the Chief Executive Officer and Chief Financial Officer of EHIwith respect to the receipt of commitments to deliver the requisite consentsfrom the holders of Old Equity Securities to

 

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effectuate the Charter Amendment and (ii) JFLshall, or shall cause its affiliate to, deposit the Collateral to be held inaccordance with the terms set forth herein and in the Term Sheet, including thetransfer of the Collateral to EHI upon consummation of the Exchange Offer toeffectuate the New JFL Investment, and POF and Power shall have received acertificate of a managing member of the sole general partner of JFL settingforth the amount of the Collateral and the method of determination thereof.

 

(c)          Notwithstanding anything herein to the contrary, to the extent that JFLis unable to obtain consents from its limited partners in order provide thefull $6,000,000 in cash of Collateral (which shall be evidenced in thecertificate referenced in clause (b)(ii) above), the obligation of JFL todeposit the Collateral shall be deemed to be satisfied if JFL or its affiliateprovides not less than $4,800,000 in cash of Collateral (in which event the NewJFL Investment (other than pursuant to the JFL Obligation) shall be reduced toan amount equal to the Collateral so provided and the New Notes, Series DPreferred Stock and New Common Stock to be issued by EHI in connection with theNew JFL Investment (other than pursuant to the JFL Obligation) shall beproportionately reduced). Notwithstanding the foregoing, JFL or its affiliate shall be entitledto, but shall not be obligated to, increase the amount of Collateral on orprior to the business day immediately prior to the date of commencement of theExchange Offer up to the full $6,000,000, in which case the New JFL Investment(other than pursuant to the JFL Obligation) and the New Notes, Series DPreferred Stock and New Common Stock issuable in connection therewith shall beproportionately increased; provided, however, that if the totalamount of Collateral on the business day immediately prior to the date ofcommencement of the Exchange Offer is less than $5,700,000, such CollateralShortfall shall be added to the Excess Cerberus Liabilities and, upon theissuance of the Bridge Notes, by execution of this Agreement, JFL shall bedeemed to have committed to purchase, or to cause its affiliate to purchase,additional New Notes, Series D Preferred Stock and New Common Stock in the sameproportions as, and as part of, the New JFL Investment for cash in an aggregateamount equal to the sum of the Excess Cerberus Liabilities and the CollateralShortfall, if any, provided that such subsequent purchase of New Notes,Series D Preferred Stock and New Common Stock may be deferred by JFL or itsaffiliate until cash interest (if any) in excess of (a) $324,000 in the twelvemonths following the closing of the Exchange Offer; (b) $340,000 in the twelvemonths commencing on the one-year anniversary of the closing of the ExchangeOffer; (c) $356,000 in the twelve months commencing on the two-year anniversaryof the closing of the Exchange Offer; (d) $376,000 in the twelve monthscommencing on the three-year anniversary of the closing of the Exchange Offer;and (d) $400,000 in the twelve months commencing on the four-year anniversaryof the closing of the Exchange Offer (such amounts the “Tax Thresholds”), hasbeen actually paid to JFL or its affiliate on account of the New Notesinitially acquired by such parties as part of the New JFL Investment, in whichcases, only the amount of such cash interest actually paid to JFL or itsaffiliate in excess of the applicable Tax Thresholds shall be applied duringthe applicable period for such subsequent purchases.

 

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9.                                       Conditions; Termination.

 

a.               The obligations of JFL or EHI, asapplicable, to consummate the Financial Restructuring are subject tosatisfaction (or waiver by JFL in its discretion) of the followingconditions:  (i) the ConsentingHolders shall have performed in all material respects their respectiveobligations hereunder, (ii) there shall not have occurred and be continuing anyorder, decree or ruling by any court or governmental body having jurisdictionwhich restrains or enjoins the consummation of or renders illegal thetransactions contemplated hereby or any action, proceeding, claim orcounterclaim by any governmental body or before any court, authority, agency ortribunal (other than any action, proceeding, claim or counterclaim by the partyseeking to terminate its obligations hereunder) that challenges any transactioncontemplated by the Financial Restructuring which would reasonably be expectedto prohibit, prevent or materially restrict, limit or delay the consummation ofsuch transaction or any other transaction contemplated by the Financial Restructuring(an “***AdverseGovernmental Ruling***”) and (iii) no other personshall have filed a petition or commenced a proceeding against EHI or any of itssubsidiaries under any provision of any applicable bankruptcy or insolvencylaws, whether state, federal or foreign (collectively, “***Bankruptcy Laws***”).  Inthe event of failure of one or more of the foregoing conditions, JFL may, bywritten notice to the Consenting Holders, terminate this Agreement; provided,that such right to terminate shall not be available to JFL if the ContingencyPlan would be required to be implemented pursuant to this Agreement and theTerm Sheet or if JFL or EHI has breached in any material respect itsobligations under this Agreement, which breach shall have proximatelycontributed to the occurrence of the failure of the Financial Restructuring tobe consummated.

 

b.              The obligations of each Consenting Holder toconsummate the Financial Restructuring are subject to satisfaction (or waiverby such Consenting Holder in its discretion) of the following conditions:(i) there shall not have occurred since December 28, 2002 and prior toclosing of the Financial Restructuring any material adverse change in thebusiness, financial condition, properties, assets or prospects of EHI and itssubsidiaries taken as a whole, (ii) EHI, JFL and each other ConsentingHolder shall have performed in all material respects their respectiveobligations hereunder, including entering into the New Stockholders Agreement,the making of the New JFL Investment and terminating all outstanding Warrants,as applicable, (iii) the Financial Restructuring shall have received therequisite corporate approvals by the shareholders of EHI to the CharterAmendment, (iv)  the Credit Facility Amendment shall have become effective,(v) 100% of the Existing Notes shall be validly tendered and not withdrawnin the Exchange Offer and consents to the Indenture Amendment shall bedelivered with respect to all such Existing Notes, (vi) the CharterAmendment shall have become effective, (vii) there shall be no materialadverse effect on EHI for tax purposes related to the Exchange Offer (it beingunderstood that a reduction in net operating losses and tax basis in assets isacceptable but that a material cash tax liability related to the transactionwould not be acceptable), (viii) no Adverse Governmental Ruling shall haveoccurred and be continuing, (ix) neither EHI nor any of its subsidiaries shall havefiled a petition or

 

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commenced a proceeding under any provision of anyapplicable Bankruptcy Laws, and no other person shall have filed a petition orcommenced a proceeding against EHI or any of its subsidiaries under anyprovision of any applicable Bankruptcy Law, (x) the Restructuring Documents shall bereasonably satisfactory to the Consenting Holders and shall not provide for orbe modified in a manner that is materially adverse to the Consenting Holders ormaterially inconsistent with any of the material terms or conditions of thisAgreement or the Term Sheet, (xi) EHI shall not have withdrawn or revokedthe Exchange Offer or have announced publicly its intention not to pursue theExchange Offer, (xii) the Management Incentive Plan shall have beenapproved and implemented, (xiii) the Financial Restructuring shall havereceived any other material necessary consents from third parties,(xiv) EHI shall have received an opinion with respect to its solvency froma nationally recognized investment banking or accounting firm or such other firmacceptable to POF and Power and (xv) EHI and its subsidiaries shall haveoperated their businesses in the ordinary course since December 28, 2002,except as contemplated hereby, consistent with past practices, through andincluding the closing of the Exchange Offer. In the event of failure of one or more of such conditions applicable toa Consenting Holder, such Consenting Holder may, by written notice to JFL,terminate this Agreement; provided, that such right to terminate shallnot be available to a Consenting Holder if the Contingency Plan would berequired to be implemented pursuant to this Agreement and the Term Sheet or ifsuch Consenting Holder has breached in any material respect its obligationsunder this Agreement, which breach shall have proximately contributed to theoccurrence of the failure of the Financial Restructuring to be consummated.

 

c.               Any party hereto may terminate itsobligations hereunder if the Financial Restructuring is not completed on orbefore July 30, 2003; provided, that confirmation of theContingency Plan by the bankruptcy court may occur after such date so long asthe related proceedings with respect thereto shall have been commenced prior tosuch time.

 

d.              In the event of termination of thisAgreement by EHI or JFL pursuant to this Section 9, the Financial Restructuringshall also be terminated. In the event of the termination of this Agreement bya Consenting Holder pursuant to this Section 9, the FinancialRestructuring shall also be terminated unless the remaining parties heretoreasonably determine in good faith that the requisite consents are nonethelessreasonably obtainable in order to effect the Financial Restructuring on theterms and conditions described herein, in which case this Agreement shall notterminate as to the non-terminating parties. Subject to the preceding sentence, upon the termination of thisAgreement, the obligations of JFL, EHI and each Consenting Holder shall ceaseand no nonbreaching party will have any liability to any other party hereunder;provided, however, that no such termination shall relieve anyparty from liability for any willful breach of this Agreement prior to theeffectiveness of such termination.  Uponthe termination of this Agreement by a party hereto after which, upon agreementof the remaining parties, this Agreement nonetheless continues in effect, theobligations of the terminating party and the other parties in respect of theterminating party shall cease and the terminating party will not have anyliability to any other party hereunder

 

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and the other nonbreaching parties shall nothave any liabilities to the terminating party; provided, however,that no such termination shall relieve the terminating party from liability forany willful breach of this Agreement prior to the effectiveness of suchtermination.

 

10.                                 Representations and Warranties; Covenants. Each of EHI, JFL and each Consenting Holder represents and warrants toeach other that the following statements are true, correct and complete, as toitself, as of the date hereof:

 

a.               Power and Authority.  Ithas all requisite power and authority to enter into this Agreement and to carryout the transactions contemplated by, and perform its respective obligationsunder, this Agreement.

 

b.              Authorization. The execution and delivery of this Agreement and the performance of itsobligations hereunder have been duly authorized by all necessary action on itspart.

 

c.               Consents.  The execution, delivery andperformance by it of this Agreement do not and shall not require anyregistration or filing with, consent or approval of, or notice to, or otheraction to, with or by, any national, federal, state or other governmentalauthority or regulatory body, except, in the case of effecting the ContingencyPlan, such filings as may be required by applicable Bankruptcy Laws.  EHI represents and warrants to JFL and eachConsenting Holder that (i) the consents of the Consenting Shareholders and JFLand its affiliates constitute all the consents necessary to effectuate theCharter Amendment, and (ii) it has no outstanding securities other than the OldEquity Securities, the Warrants and the Existing Notes.

 

d.              Binding Obligation. This Agreement is the legally valid and binding obligation of it, enforceableagainst it in accordance with its terms, except as enforcement may be limitedby bankruptcy, insolvency, reorganization, moratorium or other similar lawsrelating to or limiting creditors’ rights generally or by equitable principlesrelating to enforceability.

 

e.               Representation by Counsel. Each party hereby acknowledges that it has been represented by counselin connection with this Agreement and the transactions contemplated by thisAgreement.

 

f.                 Investment Intent and Status.  Such Consenting Holderis acquiring the securities it receives in the Financial Restructuring (the “***Applicable Securities***”)for its own account for investment only and not with a view to, or for resalein connection with, any public sale or distribution thereof in violation ofapplicable securities laws.  SuchConsenting Holder is (A) a “qualified institutional buyer” as defined in Rule144A under the Securities Act of 1933, as amended (the “***Securities Act***”), or(B) an institutional “accredited investor” as defined in subparagraph (1),(2), (3) or (7) of Rule 501(a) under the Securities Act.

 

g.              Adequate Information. Such Consenting Holder has adequate information concerning the business,finances and operations, condition (financial and otherwise), results ofoperations, properties, plans and prospects of EHI to

 

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make an informed decision regarding themaking of the Bridge Loans, the sale of the Existing Notes, or thereclassification of Old Equity Securities, as the case may be, in exchange forthe Applicable Securities, and has independently and without reliance upon EHImade its own analysis and decision with respect thereto.  Such Consenting Holder and its advisors havesuch knowledge and experience in financial and business matters that they arecapable of evaluating the merits and risks of an investment in the ApplicableSecurities, have all information deemed by them to be necessary or appropriateto evaluate the risks and merits of an investment in the Applicable Securities,and have received all information requested by them from EHI.  Such Consenting Holder has been afforded theopportunity to ask questions of EHI and has received satisfactory answers toany such inquiries.  Such ConsentingHolder understands that its investment in the Applicable Securities involves ahigh degree of risk.

 

h.              No General Solicitation.  Noform of general solicitation or general advertising (within the meaning ofRegulation D under the Securities Act) will be used by such party or any of itsrepresentatives in connection with the Financial Restructuring, including, butnot limited to, articles, notices or other communications published in anynewspaper, magazine or similar medium or broadcast over television or radio, orany seminar or meeting whose attendees have been invited by any generalsolicitation or general advertising.

 

i.                  No Litigation. There is no action, claim, suit, demand, hearing, notice of violation ordeficiency, or proceeding, domestic or foreign, pending, or, to the knowledgeof such party threatened, against or that affects such party that wouldreasonably be expected to prevent the consummation of or materially impair ormaterially delay any of the transactions contemplated by the FinancialRestructuring.

 

j.                  No Registration. Assuming the accuracy of the representations in Sections 10(f) and 10(h) above, EHI represents andwarrants that it is not, and will not be, necessary in connection with theoffer, sale and delivery of the securities by EHI in any of the transactionscontemplated by the Financial Restructuring to register any such securitiesunder the Securities Act.

 

k.               Disclosure.  Each of EHI and JFL representsand warrants that to their actual knowledge, there is no fact or condition thatmaterially adversely affects or threatens the assets, business, prospects,financial condition, or results of operations of EHI and its subsidiaries (on aconsolidated basis), or the consummation of the transactions contemplated bythis Agreement, that has not been disclosed in writing to the ConsentingNoteholders.  In addition, each of EHIand JFL covenants to and agrees with each Consenting Noteholder that noRestructuring Document (including any document incorporated by reference therein)provided to any holder of EHI’s securities in connection with the offering ofany securities or the solicitation of any consents will contain any untruestatement of a material fact or will omit to state a material fact necessary tomake the statements made therein, in light of the circumstances under whichthey were made, not misleading.

 

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l.                  Restricted Securities.  Such ConsentingHolder acknowledges that the Applicable Securities will not be registered underthe Securities Act by reason of their issuance in a transaction exempt from theregistration requirements of the Securities Act and that they must be heldindefinitely unless a subsequent disposition thereof is registered under theSecurities Act or is exempt from registration.

 

11.                                 Effectiveness. This Agreement shall not become effective and binding on the partieshereto unless and until counterpart signature pages hereto shall have beenexecuted and delivered by the parties hereto.

 

12.                                 Amendments.  This Agreement may not bemodified or amended except in writing signed by EHI, JFL and each ConsentingHolder.

 

13.                                 Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreementand all disputes hereunder shall be governed by, the laws of the State of NewYork, includingwithout limitation, Sections 5-1401 and 5-1402 of the New York GeneralObligations Laws and Rule 327(b) of the New York Civil Practice Laws and Rules.  Byits execution and delivery of this Agreement, each party hereto hereby irrevocablyand unconditionally agrees for itself that any legal action, suit or proceedingagainst it with respect to any matter under or arising out of or in connectionwith this Agreement or for recognition or enforcement of any judgment in anysuch action, suit or proceeding, shall be brought in any federal or state courtof competent jurisdiction in the Borough of Manhattan of the City of New York.

 

14.                                 Specific Performance.  Itis understood and agreed by each of the parties hereto that money damages wouldnot be a sufficient remedy for any breach of this Agreement by any party andeach non-breaching party shall be entitled to specific performance andinjunctive or other equitable relief as a remedy of any such breach.

 

15.                                 Survival.  Upon the closing of theFinancial Restructuring or the termination of this Agreement in accordance withSection 9 hereof, the respective representations, warranties, covenantsand agreements of the parties hereto shall terminate and shall not survive thetermination of this Agreement.

 

16.                                 Headings.  The headings of the Sections,paragraphs and subsections of this Agreement are inserted for convenience onlyand shall not affect the interpretation hereof.

 

17.                                 Limitation on Assignment; Successors andPermitted Assigns; Several Obligations.  None of the parties hereto mayassign any of their respective rights or obligations under this Agreement.  This Agreement is intended to bind and inureto the benefit of the parties and their respective successors, permittedassigns, heirs, executors, administrators and representatives.  The agreements, representations andobligations of each of EHI, JFL and each of the Consenting Holders under thisAgreement are, in all respects, several and not joint.

 

18.                                 Notice.  Notices given under this agreementshall be to:

 

If to JFL or EHI:

 

c/o J.F. Lehman & Company, Inc.450 Park Avenue

 

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New York, NY 10022Attn:  Stephen L. BrooksFax:  212-634-1155

 

with a copy to:

 

Gibson Dunn & Crutcher LLP200 Park Avenue, 47th FloorNew York, NY  10166Attn:  Conor D. ReillyFax:  212-351-4035

 

If to the Consenting Noteholders:

 

Oaktree Capital Management, LLC333 South Grand AvenueLos Angeles, CA  90071Attn:  Jordan KruseFax:  (213) 830-6394

 

with copies to:

 

Oaktree Capital Management, LLC1301 Avenue of the Americas, 34th FloorNew York, NY  10019Attn:  Vincent CebulaFax:  (212) 284-1949

 

GFI Energy Ventures, LLC11611 San Vincente Boulevard, # 710Los Angeles, CA  90049Attention:  Mr. Ian A. SchapiroFax:  (310) 442-0540

 

and

 

Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand AvenueLos Angeles, CA  90071Attn:  Jeffrey H. CohenFax:  (213) 687-5600

 

If to the Consenting Shareholders:

 

PPM America, Inc.225 West Wacker Drive, Suite 1200Chicago, IL  60606Attn:  Joseph DimberioFax:  (312) 634-0044

 

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and

 

Indosuez Capital666 Third Avenue, 9th FloorNew York, NY  10017Attn:  Curt LuekerFax:  (646) 658-2203

 

with copies to:

 

Schwartz, Cooper, Greenberger & Krauss180 North LaSalle Street, Suite 2700Chicago, IL  60601Attn:  James GreenbergerFax:  (312) 782-8416

 

19.                                 Prior Negotiations; Exhibits. This Agreement, together with all Exhibits hereto, supersede all priornegotiations and written and oral understandings and agreements with respect tothe subject matter hereof and is intended as the final and complete expressionof the parties’ agreement.  If there areany inconsistencies between the terms contained in this Agreement and in theTerm Sheet, this Agreement shall control. In the event of any inconsistency between the terms set forth in thisAgreement or in the Term Sheet, on the one hand, and in any other Exhibitattached hereto, on the other hand, such Exhibit shall control.

 

20.                                 Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original and all of which shall constitute one and thesame Agreement.  Faxed signatures shallbe valid and binding for all purposes.

 

21.                                 No Third Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for thebenefit of the parties hereto and no other person or entity.

 

22.                                 Fees.  Other than fees and expensesrelating to the Bridge Notes, the Credit Facility Amendment, the Exchange Offer and for legal, tax and accountingwork, no fees will be paid by EHI to JFL, POF or Power.  Accrued fee balances owing to JFL by EHIshall be cancelled for no consideration. All of JFL, POF and Power shall be entitled to reimbursement for reasonableand customary out of pocket expenses (including fees and expenses ofcounsel).  Other than as specificallyset forth in this Section 22, each party shall pay its own fees and expenses,including those of its counsel, incurred in the negotiation, preparation andconsummation of this Agreement and the transactions contemplated hereby.

 

[the remainder of this page is intentionallyleft blank]

 

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IN WITNESS WHEREOF, each of the parties hereto has caused thisAgreement to be executed and delivered by its duly authorized officer as of thedate first above written.

 
|   | **ELGAR  HOLDINGS, INC.**                   |
|--------|---------------------------------------------|
|   |                                        |
|   |                                        |
|   | By:                                         | /s/ John P. Mei |   |
|   |                                        | Name:  John P. Mei |
|   |                                        | Title: | Vice President, Finance, and  Chief  Financial Officer |
|   |                                        |   |
|   |                                        |   |
|   | **J.F. LEHMAN  EQUITY INVESTORS I, L.P.**   |
|   |                                        |   |
|   |                                        |   |
|   | By:                                         | J.F.L. Investors, L.L.C., its  general partner |
|   |                                        |   |
|   |                                        |   |
|   | By:                                         | /s/ Donald Glickman |   |
|   |                                        | Name:  Donald Glickman |
|   |                                        | Title:  Managing Member |
|   |                                        |   |
|   |                                        |   |
|   | Consenting Shareholders:                    |
|   |                                        |   |
|   | **JACKSON NATIONAL LIFE INSURANCE COMPANY** |
|   |                                        |   |
|   | By:                                         | PPM America, Inc., its Agent |
|   |                                        |   |
|   |                                        |   |
|   | By:                                         | /s/ Joseph E. Dimberio |   |
|   |                                        | Name:  Joseph E. Dimberio |
|   |                                        | Title:  Partner |
|   |                                        |   |
|   |                                        |   |
|   | **OLD HICKORY  FUND I, L.L.C.**             |
|   |                                        |   |
|   | By:  PPM America, Inc., as Manager     |
|   |                                        |
|   |                                        |   |
|   | By:                                         | /s/ Joseph E. Dimberio |   |
|   |                                        | Name:  Joseph E. Dimberio |
|   |                                        | Title:  Partner |
|        |                                             |  |  |  |

 

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|   | **INDOSUEZ  ELECTRONICS PARTNERS**             |
|--------|------------------------------------------------|
|   |                                           |
|   | By:                                            | Indosuez  CM  II, Inc., its Managing  General Partner |
|   |                                           |   |
|   |                                           |   |
|   | By:                                            | /s/ Thierry de Vergnes |   |
|   |                                           | Name:  Thierry de Vergnes |
|   |                                           | Title:  Vice President |
|   |                                           |   |
|   |                                           |   |
|   | By:                                            | /s/ Michael Malcolmson |   |
|   |                                           | Name:  Michael Malcolmson |
|   |                                           | Title:  Vice President and Treasurer |
|   |                                           |   |
|   |                                           |   |
|   | Consenting Noteholders:                        |
|   |                                           |   |
|   | **OCM PRINCIPAL  OPPORTUNITIES FUND II, L.P.** |
|   |                                           |   |
|   | By:                                            | Oaktree  Capital Management, LLC,  its General Partner |
|   |                                           |   |
|   |                                           |   |
|   | By:                                            | /s/ Stephen A. Kaplan |   |
|   |                                           | Name:  Stephen A. Kaplan |
|   |                                           | Title:  Principal |
|   |                                           |   |
|   |                                           |   |
|   | By:                                            | /s/ Vincent J. Cebula |   |
|   |                                           | Name:  Vincent J. Cebula |
|   |                                           | Title:  Managing Director |
|   |                                           |   |
|   | **OCM/GFI POWER  OPPORTUNITIES FUND, L.P.**    |
|   |                                           |   |
|   | By:                                            | GFI  Energy Ventures LLC,  its General Partner |
|   |                                           |   |
|   | By:                                            | /s/ Ian Schapiro |   |
|   |                                           | Name:  Ian Schapiro |
|   |                                           | Title:  Chief Financial Officer |

 

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**Exhibit A**

 

**ConsentingShareholders**

 
|                                     |   | **Number of Shares of Stock Beneficially  Owned  as of the Date Hereof  (Excluding Accrued Dividends on Series A)** | ** ** |         | ** ** |
|------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|
|                                     |   | **Series A**                                                                                                        |       | **Series B** | ** ** | **Series C** | ** ** | **No. of Warrants** | ** ** |
| Jackson  National Life Insurance Company |   | 7,880                                                                                                               |       | 525          |       | 420 |   | 557,500 |   |
| Old  Hickory Fund I, L.L.C.              |   | 120                                                                                                                 |       | 8            |       | 6 |   | 8,490 |   |
| Indosuez  Electronics Partners           |   | 2,000                                                                                                               |       | 146          |       | 117 |   | 141,498 |   |

 

**ConsentingBondholders**

 
| **Beneficial  Owner**                      |   | **Principal Amount of  Existing Notes  Beneficially Owned as of the Date Hereof** | ** ** |
|--------------------------------------------|--------|-----------------------------------------------------------------------------------|------------|
| OCM  Principal Opportunities Fund II, L.P. |   | $                                                                                 | 16,950,000 |   |
| OCM/GFI  Power Opportunities Fund, L.P.    |   | $                                                                                 | 49,100,000 |   |

 

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