CONSENT AND SEVENTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This Consent and Seventh Amendment to Loan and Security Agreement (this
"AGREEMENT") is entered into as of the 2nd day of February, 2005, by and among
DEL GLOBAL TECHNOLOGIES CORP., a New York corporation ("DEL GLOBAL"), BERTAN
HIGH VOLTAGE CORP., a Delaware corporation ("BERTAN"), RFI CORPORATION, a
Delaware corporation ("RFI"), and DEL MEDICAL IMAGING CORP., a Delaware
corporation ("DEL MEDICAL") (each a "Borrower" and collectively, the "BORROWERS)
and GE BUSINESS CAPITAL CORPORATION F/K/A TRANSAMERICA BUSINESS CAPITAL
CORPORATION, a Delaware corporation ("LENDER").
BACKGROUND
The Borrowers and the Lender are parties to a Loan and Security Agreement
dated as of June 10, 2002 (as amended, restated, supplemented or otherwise
modified from time to time, the "LOAN AGREEMENT") pursuant to which the Lender
provides the Borrowers with certain financial accommodations.
The Borrowers have requested that the Lender consent to the use of proceeds
of the Loans to make payments in connection with certain employment matters and
the Lender is willing to do so on the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to or for the account of the Borrowers by the
Lender, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows: 1.
1. DEFINITIONS. All capitalized terms not otherwise defined herein shall
have the meanings given to them in the Loan Agreement.
2. CONSENT. Subject to the satisfaction of the conditions precedent set
forth in Section 4 below, Lender consents to the use of proceeds of the Loans to
make payments not to exceed $600,000 in connection with certain employment
matters.
3. AMENDMENT TO LOAN AGREEMENT. Subject to satisfaction of the conditions
precedent set forth in Section 4 below, the Loan Agreement is hereby amended as
follows:
(a) Section 2.1(a) of the Loan Agreement is amended by deleting the
proviso at the end thereof and inserting the following in its place:
"; PROVIDED, HOWEVER, that in no event shall the aggregate amount of the
Loans and the Letters of Credit outstanding at any time (x) in respect
of Eligible Inventory exceed $2,500,000 or (y) exceed the Maximum Amount
of the Facility."
(b) Section 8.4 is hereby amended in its entirety to provide as follows:
"SECTION 8.4. Fixed Charge Coverage Ratio. The Fixed Charge Coverage
Ratio for any fiscal quarter commencing with the second fiscal quarter
of Borrowers' 2005 fiscal year shall not be less than 1.50 to 1.00."
4. CONDITIONS OF EFFECTIVENESS. This Agreement shall become effective upon
the Lender's receipt of this Agreement in form and substance satisfactory to the
Lender.
5. REPRESENTATIONS AND WARRANTIES. The Borrowers hereby represent and
warrant as follows:
(i) This Agreement and the Loan Agreement constitute legal, valid and
binding obligations of the Borrowers and are enforceable against the Borrowers
in accordance with their respective terms.
(ii) Upon the effectiveness of this Agreement, the Borrowers hereby
reaffirm all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agree that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Agreement.
(iii) No Event of Default or Default has occurred and is continuing or
would exist after giving effect to this Agreement.
(iv) As of the date hereof, the Borrowers have no defense,
counterclaim or offset with respect to the Loan Agreement.
6. EFFECT ON THE LOAN AGREEMENT. Except as specifically provided herein,
the execution, delivery and effectiveness of this Agreement shall not operate as
a waiver or an amendment of any right, power or remedy of the Lender, nor
constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.
7. GOVERNING LAW. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State of
Illinois.
8. HEADINGS. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.
9. COUNTERPARTS; FACSIMILE. This Agreement may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which when taken together shall constitute one and the same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the
day and year first written above.
DEL GLOBAL TECHNOLOGIES CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President and CEO
BERTAN HIGH VOLTAGE CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President and CEO
RFI CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President and CEO
DEL MEDICAL IMAGING CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President and CEO
GE BUSINESS CAPITAL CORPORATION
F/K/A TRANSAMERICA BUSINESS
CAPITAL CORPORATION
By: /s/ Xxxxxxx Xxxx
----------------------------
Name: Xxxxxxx Xxxx
Title: Duly Authorized Signatory
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