Exhibit 10.40


                       AMENDMENT NO. 2 TO CREDIT AGREEMENT


         THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment") is dated as
of May 9, 2006, among:


         LECROY CORPORATION, a Delaware corporation (hereinafter referred to as
the "Borrower");

         THE LENDERS PARTY HERETO; and

         THE BANK OF NEW YORK, as administrative agent for the Lenders referred
to below (in such capacity, the "Administrative Agent").

                                    RECITALS

         A. The Borrower, the Lenders party thereto (the "Lenders"), and The
Bank of New York, as Issuing Lender, Swingline Lender and Administrative Agent
have entered into a Credit Agreement, dated as of October 29, 2004 (as amended
pursuant to a certain Amendment No. 1 and Consent dated, as of July 1, 2005, and
as in effect on the date hereof, the "Credit Agreement").

         B. The Borrower has requested that the Lenders agree to amend the
Credit Agreement, among other terms, to (a) increase the Revolving Commitments,
(b) amend the definition of "Consolidated EBITDA", (c) extend the Revolving
Commitment Termination Date, (d) increase aggregate amount of consideration
which the Borrower is permitted to pay for acquisitions under Section 7.04(e),
(e) permit the Borrower to make the Iwatsu Acquisition (hereinafter defined),
(f) permit the Borrower to make certain Restricted Payments for cash dividends
and repurchases of common stock and (g) exclude each of LeCroy GmbH, LeCroy
S.R.L., LeCroy Japan Corporation, LeCroy Singapore Pte Ltd., LeCroy Korea Ltd.,
LeCroy S.A.R.L., LeCroy AB, LeCroy Hong Kong Ltd. and LeCroy Ltd. from the
definition of "Material Foreign Subsidiary" for the period from June 30, 2005
through June 29, 2006.

         NOW, THEREFORE, in consideration of the agreements and provisions
contained herein, the parties hereto hereby agree as follows:

         1. DEFINITIONS. Capitalized terms used herein that are defined in the
Credit Agreement and not otherwise defined herein shall have the meanings
ascribed thereto therein.

         2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended, as follows:



<PAGE>

         2.1 Section 1.01 (Defined Terms) of the Credit Agreement is hereby
amended to add the following defined terms in appropriate alphabetical order:

                   "Acquisition" means the acquisition or purchase in one
          transaction or a series of transactions (including pursuant to any
          merger) of any assets (including tangible and intangible assets,
          including distribution rights and Intellectual Property) of any
          Person, including, without limitation, business units and divisions of
          any Person or any group of assets (whether or not constituting a
          business unit or division) but excluding (a) the purchase of inventory
          in the ordinary course of business and (b) the purchase of other
          assets the expenditure for which would be accounted for as a Capital
          Expenditure.

                   "Amendment No. 2" means Amendment No. 2 to Credit Agreement,
          dated as of May 9, 2006.

                   "Intellectual Property" means all patents, trademarks,
          service marks, trade names, copyrights, trade secrets, know-how,
          licenses, information and other proprietary rights and processes and
          intellectual property, including without limitation the following:

                   (a) Any and all copyright rights, copyright applications,
          copyright registrations and like protections in each work of
          authorship and derivative work thereof domestic or foreign, whether
          published or unpublished, statutory or common law;

                   (b) Any and all trade secrets;

                   (c) Any and all design rights;

                   (d) Any and all know-how, including manufacturing know-how,
          materials and processes know-how, design know-how (including design
          databases and circuit files), technical information and data,
          operating and business procedures, work instructions and similar
          information;

                   (e) All patents, patent applications and like protections
          both domestic and foreign, including, without limitation,
          improvements, divisions, continuations, renewals, reissues, extensions
          and continuations-in-part of the same;

                   (f) Any trademark and servicemark rights, whether registered
          or not, and whether state, common law, federal or foreign,
          applications to register and registrations of the same and like
          protections, and all goodwill as connected with and symbolized by such
          trademarks;


                                        2
<PAGE>

                   (h) All licenses or other rights, to the extent a security
          interest may be granted therein, to use any of the items listed above,
          and all license fees and royalties arising from such use to the extent
          permitted by such license or rights.

                  "Iwatsu Acquisition" means the purchase by the Borrower of
         certain assets pursuant to the Iwatsu Purchase Agreement.

                  "Iwatsu Purchase Agreement" means, collectively, the Final
         Settlement and Purchase Agreement (Distribution Rights and
         Amplification Assets), dated as of March 22, 2006, by and between
         Iwatsu Test Instrument Corp., Iwatsu Electric Company, Ltd. and the
         Borrower and the Final Settlement and Purchase Agreement (Viewgo
         Assets), dated as of March 22, 2006, by and between Iwatsu Test
         Instrument Corp., Iwatsu Electric Company and the Borrower.

                   2.2 Section 1.01 (Defined Terms) of the Credit Agreement is
     hereby amended by deleting in its entirety the text of the definition of
     "Applicable Margin" and substituting therefor the following:

                  "Applicable Margin" means, at all times during the applicable
         periods set forth below: (a) with respect to ABR Borrowings and
         Swingline Loans, the percentage set forth below under the heading "ABR
         Margin" and adjacent to such period, (b) with respect to Eurodollar
         Borrowings, the percentage set forth below under the heading
         "Eurodollar Margin" and adjacent to such period, (c) with respect to
         the Commitment Fee payable under Section 3.03(b), the percentage set
         forth below under the heading "Commitment Fee" and adjacent to such
         period and (d) with respect to the Letter of Credit Fee payable under
         Section 3.03(c), the percentage set forth below under the heading
         "Letter of Credit Fee" and adjacent to such period:

<TABLE>
<CAPTION>

   ----------------------- ----------------- --------------- ---------------- ---------------- --------------
     WHEN THE LEVERAGE
   RATIO IS GREATER THAN                                       EURODOLLAR                        LETTER OF
        OR EQUAL TO         AND LESS THAN      ABR MARGIN        MARGIN       COMMITMENT FEE    CREDIT FEE
   ----------------------- ----------------- --------------- ---------------- ---------------- --------------
<S>      <C>                 <C>               <C>             <C>              <C>             <C>
         3.00:1.00                               1.125%          2.375%           0.350%          2.375%
   ----------------------- ----------------- --------------- ---------------- ---------------- --------------
         2.50:1.00            3.00:1.00          0.750%          2.000%           0.350%          2.000%
   ----------------------- ----------------- --------------- ---------------- ---------------- --------------
         2.00:1.00            2.50:1.00          0.500%          1.750%           0.300%          1.750%
   ----------------------- ----------------- --------------- ---------------- ---------------- --------------
         1.50:1.00            2.00:1.00          0.250%          1.500%           0.275%          1.500%
   ----------------------- ----------------- --------------- ---------------- ---------------- --------------
         1.00:1.00            1.50:1.00          0.000%          1.250%           0.225%          1.250%
   ----------------------- ----------------- --------------- ---------------- ---------------- --------------
                              1.00:1.00          0.000%          1.000%           0.200%          1.000%
   ----------------------- ----------------- --------------- ---------------- ---------------- --------------
</TABLE>

         Changes in the Applicable Margin resulting from a change in the
         Leverage Ratio shall be based upon the certificate most recently
         delivered under Section 6.01(e) (each, a "compliance certificate") and
         shall become effective on the fifth day following receipt by the
         Administrative Agent of such certificate (or if such fifth day is not a
         Business Day, on the immediately preceding Business Day).
         Notwithstanding anything to the contrary in this definition, if the
         Borrower shall fail to deliver to the Administrative Agent any
         compliance certificate on or prior to any date required hereby, the
         Leverage Ratio shall be deemed to be 3.0:1.0 from and including such
         date to the date of delivery to the Administrative Agent of such
         compliance certificate.


                                        3
<PAGE>

                   2.3 Section 1.01 (Defined Terms) of the Credit Agreement is
     hereby amended by deleting in its entirety the definition of Consolidated
     EBITDA and substituting therefor the following:

                  "Consolidated EBITDA" means, for any period, net operating
         income of the Borrower and the Subsidiaries, determined on a
         consolidated basis in accordance with GAAP for such period plus (a) the
         sum of, without duplication, each of the following of the Borrower and
         the Subsidiaries on a consolidated basis in accordance with GAAP, each
         to the extent utilized in determining net operating income for such
         period (i) depreciation, amortization and other non cash charges
         (whether or not such non cash charges are recurring), (ii)
         extraordinary losses from sales, exchanges and other dispositions of
         property not in the ordinary course of business, (iii) with respect to
         the fiscal quarters ending March 31, 2005, June 30, 2005, September 30,
         2005, and December 31, 2005, the Tektronix Settlement Payment, and (iv)
         with respect to the fiscal quarters ending March 31, 2006, June 30,
         2006, September 30, 2006 and December 31, 2006, the sum of $2,800,000,
         representing the portion of the consideration paid by the Borrower for
         the Iwatsu Acquisition which is required to be accounted for as an
         expense minus (b) the sum of, without duplication, each of the
         following with respect to the Borrower and the Subsidiaries on a
         consolidated basis in accordance with GAAP, to the extent utilized in
         determining such net operating income for such period: (1)
         extraordinary gains from sales, exchanges and other dispositions of
         property not in the ordinary course of business, and (2) other non
         recurring gains."

                   2.4 Section 1.01 (Defined Terms) of the Credit Agreement is
     hereby amended by deleting in its entirety the text of the definition of
     "Revolving Commitment Termination Date" and substituting therefor the
     following:

                  "Revolving Commitment Termination Date" means
     October 29, 2010.

                   2.5 Section 1.01 (Defined Terms) of the Credit Agreement is
     hereby amended by deleting in its entirety the text of the definition of
     "Material Foreign Subsidiary" and substituting the following therefor:

                  "Material Foreign Subsidiary" means each direct or indirect
         Foreign Subsidiary as to which any of the following tests are or have
         at any time been met: (a) the Borrower's and the other Subsidiaries'
         investments in and advances to such

                                       4
<PAGE>

         Foreign Subsidiary is greater than or equal to 10% of the total assets
         of the Borrower and its Subsidiaries on a consolidated basis as of the
         last day of the most recently completed fiscal year of the Borrower,
         (b) such Foreign Subsidiary's proportionate share of the total assets
         (after intercompany eliminations) of the Borrower and its Subsidiaries
         on a consolidated basis is greater than or equal to 10% of the total
         assets of the Borrower and the Subsidiaries on a consolidated basis as
         of the last day of the most recently completed fiscal year of the
         Borrower, or (c) the income from continuing operations before income
         taxes, extraordinary items and the cumulative effect of a change in
         accounting principles of such Foreign Subsidiary is greater than or
         equal to 10% of such income of the Borrower and its Subsidiaries on a
         consolidated basis as of the last day of the most recently completed
         fiscal year of the Borrower; provided, however, that regardless of
         whether any of LeCroy GmbH, LeCroy S.R.L., LeCroy Japan Corporation,
         LeCroy Singapore Pte Ltd., LeCroy Korea Ltd., LeCroy S.A.R.L., LeCroy
         AB, LeCroy Hong Kong Ltd. or LeCroy Ltd. (collectively, the "Excluded
         Subsidiaries") would otherwise meet the foregoing definition of
         "Material Foreign Subsidiary" during the period commencing June 30,
         2005 through June 29, 2006, none of the Excluded Subsidiaries shall be
         deemed to be a "Material Foreign Subsidiary" during such period."

                    2.6 Schedule 2.01 of the Credit Agreement is hereby amended
     by deleting such Schedule in its entirety and substituting therefor
     Schedule 2.01 (Revised) annexed to this Amendment.

                    2.7 Section 7.04 (Investments, Loans, Advances, Guarantees
     and Acquisitions) of the Credit Agreement is hereby amended by deleting in
     its entirety the text of Section 7.04(e) and substituting therefor the
     following:

                  "(e) Acquisitions (whether by purchase of stock or assets,
         merger or consolidation) by the Borrower and/or its Subsidiaries not
         otherwise permitted by this Section, provided that:


                        (i) at least one year has elapsed since the Effective
          Date;

                        (ii) such Acquisition shall be within the same industry
          and line of business as that conducted by, or contemplated to be
          conducted by, the Borrower and/or the Subsidiaries on the Effective
          Date;

                        (iii) (1) if immediately prior to and after giving
          effect to such Acquisition, the Leverage Ratio is less than 2.00:1.00,
          the aggregate consideration paid by the Borrower and/or the
          Subsidiaries in connection with all Acquisitions with (A) borrowed
          money and/or internally generated funds shall not exceed $40,000,000,
          and (B) borrowed money, internally generated funds and/or equity
          contributions shall not exceed $60,000,000;

                                       5
<PAGE>

                            (2) if immediately prior to and after giving effect
          to such Acquisition, the Leverage Ratio is equal to or greater than
          2.00:1.00 and less than 2.35:1.00, the aggregate consideration paid by
          the Borrower and/or the Subsidiaries in connection with all
          Acquisitions, with (A) borrowed money and/or internally generated
          funds shall not exceed $25,000,000, and (B) borrowed money, internally
          generated funds and/or equity contributions shall not exceed
          $35,000,000;

                            (3) if immediately prior to and after giving effect
          to such Acquisition, the Leverage Ratio is equal to or greater than
          2.35:1.00, the aggregate consideration paid by the Borrower and/or the
          Subsidiaries in connection with all Acquisitions, with (A) borrowed
          money and/or internally generated funds shall not exceed $10,000,000,
          and (B) borrowed money, internally generated funds and/or equity
          contributions shall not exceed $20,000,000;

                        (iv) the aggregate consideration paid by the Borrower
          and/or the Subsidiaries in connection with all Acquisitions, with (A)
          borrowed money and/or internally generated funds shall not exceed
          $40,000,000, and (B) borrowed money, internally generated funds and/or
          equity contributions shall not exceed $60,000,000;

                        (v) the Borrower shall furnish the Administrative Agent
          with written notice of such acquisition not less than thirty (30) days
          prior to the closing of such Acquisition;

                        (vi) in the event any Acquisition is of Capital Stock,
          the Borrower shall, pursuant the Security Agreement, grant to the
          Administrative Agent a first security interest in all of the Capital
          Stock of such new Subsidiary if such new Subsidiary is a Domestic
          Subsidiary, and 65% of the Capital Stock of such new Subsidiary if
          such new Subsidiary is a Material Foreign Subsidiary, and each new
          Subsidiary shall, at the time it becomes a new subsidiary, execute
          such certifications, opinions, resolutions and documents as the
          Administrative Agent may reasonably require (consistent with the
          requirements of this Agreement) to cause such new Subsidiary (if a
          Domestic Subsidiary) to become a party to the Guarantee Agreement and
          to cause such new Subsidiary to become a party to the Security
          Agreement in order for such new Subsidiary to grant to the
          Administrative Agent a first security interest in the assets of such
          new Subsidiary, subject to the Permitted Encumbrances; and

                        (vii) the Borrower shall have delivered to the
          Administrative Agent a certificate of a Financial Officer of the
          Borrower demonstrating that, in a pro forma basis, after giving effect
          to such Acquisition, (1) the Borrower would be in compliance with
          Sections 7.12, 7.13, 7.14, and 7.15 (such covenants to be determined
          as if such Acquisition had been consummated on the first day of the
          period for which such covenants are being calculated) and (2) no
          Default or Event of Default would exist;


                                       6
<PAGE>

          provided however, the consideration paid by the Borrower for the
          Iwatsu Acquisition shall not be included in calculating the
          consideration permitted to be paid to the Borrower under clauses (iii)
          and (iv).

                    2.8 Section 7.04 (Investments, Loans, Advances, Guarantees
     and Acquisitions) of the Credit Agreement is hereby amended by deleting the
     "." at the end of clause (h) and substituting therefor "; and" and adding
     the following clause (i):

                  "(i) the Iwatsu Acquisition provided that (i) the Borrower
         shall have complied with Section 7.04(e)(vi) and (vii) and (ii) the
         aggregate consideration paid by the Borrower for the Iwatsu Acquisition
         does not exceed the amounts set forth in the Iwatsu Purchase Agreement
         as in effect on the date of Amendment No. 2 to Credit Agreement."

                    2.9 Section 7.08 (Restricted Payments) of the Credit
     Agreement is hereby amended by deleting in its entirety the text of Section
     7.08 and Substituting therefor the following:

                  "Section 7.08 Restricted Payments. The Borrower will not, and
         will not permit any of the Subsidiaries to, declare or make, or agree
         to pay for or make, directly or indirectly, any Restricted Payment,
         except that (a) the Borrower may declare and pay dividends with respect
         to its Capital Stock payable solely in additional shares of its Capital
         Stock, (b) any Subsidiary may declare and pay dividends with respect to
         its Capital Stock to the Borrower or any Subsidiary Guarantor (c) the
         Borrower may make Restricted Payments in cash to pay dividends on its
         common stock or to repurchase its common stock so long as, in each
         case, immediately before and after giving effect to any such Restricted
         Payments (i) the aggregate amount of all such Restricted Payments shall
         not exceed (i) $25,000,000 if the Leverage Ratio is and would be less
         than 2.00:1.00 immediately prior to and after giving effect to any such
         Restricted Payment and (2) $5,000,000 if the Leverage Ratio is and
         would be greater than or equal to 2:00:1.00, immediately prior to and
         after giving effect to any such Restricted Payment (ii) the Borrower
         shall have delivered to the Administrative Agent a certificate of a
         Financial Officer of the Borrower demonstrating that, in a pro forma
         basis, after effect to any such Restricted Payment (1) the Borrower is
         and would be in compliance with Sections 7.12, 7.13, 7.14 and 7.15 and
         (2) no Default or Event of Default exists or would result from any such
         Restricted Payment."

         3. CONDITIONS PRECEDENT TO EFFECTIVENESS.

             Upon the fulfillment of the following conditions precedent, this
          Amendment and the amendments contained in Section 2 hereof shall
          become effective as of May 9, 2006:


                                        7
<PAGE>

                    3.1 Amendment. The Administrative Agent shall have received
     this Amendment, duly executed by a duly authorized officer or officers of
     the Borrower, the Administrative Agent and the Lenders.

                    3.2 Notes. The Administrative Agent shall have received, for
     the benefit of each Lender, an Amended and Restated Revolving Note, duly
     executed by a duly authorized officer of the Borrower in the principal
     amount of in the amount of such Lender's Revolving Commitment (after giving
     effect to this Amendment) as set forth in Schedule 2.01 (Revised) and
     otherwise substantially in the form of Exhibit A-1 annexed hereto.

                    3.3 Secretary's Certificate. The Administrative Agent shall
     have received a certificate, dated the date hereof, duly executed by the
     Secretary, Assistant Secretary, or other analogous counterpart of the
     Borrower:

                        (a) attaching a true and complete copy of the
     resolutions of its Managing Person and of all other documents evidencing
     all necessary limited liability company action (in form and substance
     satisfactory to the Administrative Agent) taken to authorize this Amendment
     and the other transactions contemplated hereby;

                        (b) certifying that no amendment or modification of its
     Organizational Documents has occurred since the date of delivery thereof to
     the Administrative Agent in connection with the Credit Agreement; and

                        (c) setting forth the incumbency of its officer or
     officers (or other analogous counterpart) who may sign this Amendment and
     the other documents to be executed by it in connection herewith, including
     therein a signature specimen of such officer or officers (or other
     analogous counterpart).

                    3.4 Guaranty Confirmation. The Administrative Agent shall
     have received a counterpart of the Guaranty Confirmation, substantially in
     the form attached hereto as Exhibit C, duly executed by each of the
     Guarantors.

                    3.5 Security Agreement Confirmation. The Administrative
     Agent shall have received a counterpart of the Security Agreement
     Confirmation, substantially in the form attached hereto as Exhibit D, dated
     the date hereof, duly executed by the Borrower and each Guarantor.

                    3.6 Financial Officer's Certificate. The Administrative
     Agent shall have received a certificate signed by a Financial Officer of
     the Borrower, in such Financial Officer's capacity as an officer of the
     Borrower, in all respects reasonably satisfactory to the Administrative
     Agent, dated the date hereof, certifying that the representations and
     warranties contained in the Loan Documents that are qualified as to
     materiality are true and correct in all respects, that the representations
     and warranties contained in the Loan Documents that are not so qualified
     are true and correct in all material respects, and that, immediately before
     and after giving effect to this Amendment, no Default exists or will exist.


                                       8
<PAGE>

                    3.7 Fees. The Administrative Agent shall have received all
     fees and other amounts due and payable to the Administrative Agent and the
     Lenders under the Loan Documents on or prior to the date hereof, including,
     to the extent invoiced, reimbursement or payment of the fees and
     disbursements of Special Counsel and all other out-of-pocket expenses
     required to be reimbursed or paid by the Borrower hereunder.

                    3.8 Other Documents. The Administrative Agent shall have
     received all other documents that the Administrative Agent may reasonably
     request with respect to any matter relevant to this Amendment.

                    4. REPRESENTATIONS AND WARRANTIES. The Borrower represents
     and warrants to the Lenders and the Administrative Agent that:

                    4.1 No Default. After giving effect to this Amendment, no
     Default or Event of Default shall have occurred or be continuing.

                    4.2 Existing Representations and Warranties. As of the date
     hereof and after giving effect to this Amendment, each and every one of the
     representations and warranties set forth in the Loan Documents is true,
     accurate and complete in all respects and with the same effect as though
     made on the date hereof, and each is hereby incorporated herein in full by
     reference as if restated herein in its entirety, except for any
     representation or warranty limited by its terms to a specific date and
     except for changes in the ordinary course of business which are not
     prohibited by the Credit Agreement (as amended hereby) or changes which do
     not, either singly or in the aggregate, have a Material Adverse Effect.

                    4.3 Authority; Enforceability. (i) The execution, delivery
     and performance by the Borrower of this Amendment are within its corporate
     powers and have been duly authorized by all necessary corporate action,
     (ii) this Amendment is the legal, valid and binding obligation of the
     Borrower, enforceable against the Borrower in accordance with its terms,
     subject to applicable bankruptcy, insolvency, reorganization, moratorium or
     other laws affecting creditors' rights generally and (iii) this Amendment
     and the execution, delivery and performance by the Borrower thereof does
     not: (A) contravene the terms of the Borrower's organizational documents;
     (B) conflict with or result in any breach or contravention of, or the
     creation of any Lien (other than Liens under the Loan Documents) under, any
     document evidencing any contractual obligation to which the Borrower is a
     party or any order, injunction, writ or decree to which it or its
     respective property is subject; or (C) violate any requirement of law.

     5. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.


                                       9
<PAGE>

                    5.1 Effect. Except as specifically amended hereby, the
     Credit Agreement and the other Loan Documents shall remain in full force
     and effect in accordance with their terms and are hereby ratified and
     confirmed.

                    5.2 No Waiver; References. The execution, delivery and
     effectiveness of this Amendment shall not operate as a waiver of any right,
     power or remedy of the Administrative Agent or any Lender under the Credit
     Agreement, or constitute a waiver of any provision of the Credit Agreement,
     except as specifically set forth herein. Upon the effectiveness of this
     Amendment, each reference in:


                        (i) the Credit Agreement to "this Agreement",
     "hereunder", "hereof", "herein" or words of similar import shall mean and
     be a reference to the Credit Agreement as amended hereby;

                        (ii) the other Loan Documents to the term "the Credit
     Agreement" shall mean and be a reference to the Credit Agreement as amended
     hereby; and

                        (iii) the Loan Documents to the term "the Loan
     Documents" shall be deemed to include this Amendment.

     6. MISCELLANEOUS.

                    6.1 Expenses. The Borrower agrees to pay the Administrative
     Agent upon demand for all reasonable expenses, including reasonable
     attorneys' fees and expenses of the Administrative Agent, incurred by the
     Administrative Agent in connection with the preparation, negotiation and
     execution of this Amendment.

                    6.2 Headings. Section headings in this Amendment are
     included herein for convenience of reference only and shall not constitute
     a part of this Amendment for any other purposes.

                    6.3 Law; Waiver of Trial by Jury. THIS AMENDMENT SHALL BE
     CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE
     OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LOANS. THE PARTIES
     HERETO HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
     BASED UPON, ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AMENDMENT.

                    6.4 Successors. This Amendment shall be binding upon the
     Borrower, the Lenders and the Administrative Agent and their respective
     successors and assigns, and shall inure to the benefit of the Borrower, the
     Lenders and the Administrative Agent and the successors and assigns of the
     Lenders and the Administrative Agent.

                    6.5 Execution in Counterparts. This Amendment may be
     executed in any number of counterparts and by different parties hereto in
     separate counterparts, including

                                       10
<PAGE>


     counterparts executed and delivered by facsimile each of which when so
     executed and delivered shall be deemed to be an original and all of which
     taken together shall constitute one and the same instrument.



                           [Signature Page to Follow]



                                       11
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers on the date
first written above.


                                         LECROY CORPORATION



                                         By:   /s/ Sean O'Connor
                                               -------------------------------
                                               Name:   Sean O'Connor
                                               Title:  Vice President and
                                                       Chief Financial Officer

















<PAGE>


                                      THE BANK OF NEW YORK,
                                      as Administrative Agent, as Issuing Lender
                                      and as a Lender



                                      By:
                                            ------------------------------------
                                            Name:   Patrick M. Trask
                                            Title:  Vice President


















<PAGE>



                                WEBSTER BANK, NATIONAL
                                ASSOCIATION, as a Lender


                                By:
                                   ---------------------------------------------
                                Name:
                                     -------------------------------------------
                                Title:
                                      ------------------------------------------
















<PAGE>





                                LASALLE BANK NATIONAL
                                ASSOCIATION, as a Lender


                                By:
                                   ---------------------------------------------
                                Name:
                                     -------------------------------------------
                                Title:
                                      ------------------------------------------












<PAGE>



                                MANUFACTURERS AND TRADERS
                                TRUST COMPANY, as a Lender


                                By:
                                   ---------------------------------------------
                                Name:
                                     -------------------------------------------
                                Title:
                                      ------------------------------------------










<PAGE>


                                GENERAL ELECTRIC CAPITAL
                                CORPORATION, as a Lender


                                By:
                                   ---------------------------------------------
                                Name:
                                     -------------------------------------------
                                Title:
                                      ------------------------------------------