Exhibit 4.3
SECOND AMENDMENT TO WARRANT AGREEMENT
SECOND AMENDMENT TO WARRANT AGREEMENT dated as of December 4,
1998 between DEL GLOBAL TECHNOLOGIES CORP. (formerly DEL ELECTRONICS CORP. ), a
New York corporation ( the "Issuer") and CHASE MANHATTAN INVESTMENT HOLDINGS,
L.P. (formerly Chase Manhattan Investment Holdings, Inc.), a Delaware
corporation ("Chase").
WHEREAS, the Issuer and The Chase Manhattan Bank, N.A., a
national banking association and an affiliate of Chase ( the "Bank") are parties
to a Credit Agreement dated as of May 10, 1994 ( as heretofore and as may
hereafter be modified, the " Credit Agreement");
WHEREAS, in order to induce the Bank to enter into an amendment
to the Credit Agreement, and as compensation therefor, the Issuer authorized an
amendment to that certain Warrant Agreement , dated as of May 10, 1994, as
amended on January 27, 1995, with Chase ( the "Warrant Agreement");
WHEREAS, all terms used herein and not otherwise defined herein
shall have the meaning given to them in the Warrant Agreement, if defined
therein;
WHEREAS, the Debtors (as such term is defined in the Credit
Agreement) have requested that the Bank modify certain common stock buy-back
provisions set forth in the Credit Agreement;
WHEREAS, the Bank is willing to modify such provisions, but only
if, among other things, the Issuer agrees to change the Warrant Expiration Date
set forth in the Warrant Agreement; and
WHEREAS, the parties hereto desire to set forth their agreement
with respect to such change in the Warrant Expiration Date;
NOW, THEREFORE, in consideration of the premises and other
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The definition of Warrant Expiration Date contained in
Section 1.1 of the Warrant Agreement is hereby deleted
as of the date hereof and the following substituted
therefor: "Warrant Expiration Date" means the later of
( i) July 11, 2001 and (ii) any extensions of that
date affected pursuant to Section 11.2 hereof.
Section 6.1(d) is thereby amended to substitute the NASDAQ
Stock Exchange to replace the American Stock
Exchange.
3. Corporate Power: The Issuer has all necessary corporate
power and authority to execute, deliver and perform its
obligations under this Amendment and the Warrants, as
hereby amended, and issue and deliver the Substitute
Warrant; the execution, delivery and performance by the
Issuer of this Amendment and the Substitute Warrant
have been duly authorized by all necessary corporate
action on its part; and this Amendment and the
Substitute Warrant have been duly executed and
delivered by and are legal, valid and binding
obligations of the Issuer, enforceable against the
Issuer in accordance with their respective terms,
subject to the limitations set forth in Section 8.2 of
the Warrant Agreement. Simultaneously herewith, the
Issuer is delivering to Chase resolutions of its Board
of Directors authorizing the execution and delivery of
this Amendment and the Substitute Warrant, together
with a certificate of the Secretary of the Issuer
certifying that such resolutions were duly adopted and
remain in full force and effect.
4. Representations and Warranties. The Issuer affirms
that, except as set forth in paragraph 4 hereof, the
representations and warranties contained in Article 8
of the Warrant Agreement were correct when made and
continue to be correct on the date hereof.
5. Authorized Capital Stock. The authorized capital stock
of the Issuer on the date hereof consists of 20,000,000
shares of Common Stock, of which, as of October 31,
1998, there were 7,648,413 shares of Common Stock
issued and outstanding.
6. Extent of Modification. Except as specifically set
forth herein, the terms and conditions of the Warrant
Agreement remain unchanged and in full force and
effect.
DEL GLOBAL TECHNOLOGIES CORPORATION
BY /S/ XXXXXXX X. XXXXXXX
----------------------
Name: Xxxxxxx X Xxxxxxx
Title: Chairman, CEO & President
CHASE MANHATTAN INVESTMENT
HOLDINGS, L.P.
By:/S/XXXXXX XXXXX III
----------------------
Name: XXXXXX XXXXX III
Title: Managing Director and
Chief Administrative Officer
EXHIBIT A
SUBSTITUTE WARRANT
This Warrant is subject to and is transferable only upon compliance
with the provisions specified in the Warrant Agreement dated as of May 10, 1994,
as amended (the "Warrant Agreement"), between Del Global Technologies Corp.,
(formerly Del Electronics Corp.), and Chase Manhattan Investment Holdings, L.P.,
(formerly Chase Investment Holdings , Inc.), a copy of which may be obtained
from Del Global Technologies Corp. or from the holder of this Warrant.
No. of Stock Units: 30,900 Certificate No. 3
WARRANT
to Purchase
Common Stock
of
DEL GLOBAL TECHNOLOGIES CORP.
THIS IS TO CERTIFY that Chase Manhattan Investment Holdings, Inc., a
Delaware corporation ("Chase"), or registered assigns, is entitled, at any time,
to purchase an aggregate of Thirty Thousand Nine Hundred (30,900) Stock Units,
in whole or in part, from the Issuer. This Warrant may be exercised, in the
manner provided in Article 3 of the Warrant Agreement, at any Warrant Expiration
Date, at a purchase price of $ 5.50 per Stock Unit (as such Stock Unit is
adjusted in accordance with the provisions of the Warrant Agreement), all on the
terms and conditions and pursuant to the provisions provided herein and in the
Warrant Agreement. Capitalized terms used herein without definition have the
meanings assigned to them in the Warrant Agreement.
THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF
LAW.
This Warrant is in substitution of and not in addition to Warrant
Certificate No. 002 for 30,900 Stock Units, dated as of January 27, 1995 , and
issued to Chase.
IN WITNESS WHEREOF, the Issuer has caused this Warrant to be duly
executed and it's corporate seal to be impressed hereon and attested by its
Secretary or an Assistant Secretary.
Dated as of December 4, 1998
[CORPORATE SEAL] DEL GLOBAL TECHNOLOGIES CORP.
/S/XXXXXXX X. XXXXX By:/S/XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxx
Secretary Chairman, CEO & President
