THIRD AMENDMENT
to
AMENDED AND RESTATED CREDIT AGREEMENT
THIRD AMENDMENT (the "Amendment"), dated as of July 31, 1998 (the
"Third Amendment Date") to Amended and Restated Credit Agreement, dated as of
March 5, 1996, made by The Chase Manhattan Bank , a New York banking corporation
having an office at 000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 (the
"Bank") and DEL GLOBAL TECHNOLOGIES CORP., a New York corporation having an
office at Xxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 ("Del"), RFI CORPORATION,
a Delaware corporation having an office at 000 Xxxx Xxxx Xxxxx, Xxx Xxxxx, Xxx
Xxxx 00000 ("RFI"), DYNARAD CORP., a New York corporation having an office at 00
Xxxxxx Xxxxxxxxx, Xxxx Xxxx, Xxx Xxxx 00000 ("Dynarad"), BERTAN HIGH VOLTAGE
CORP., a New York corporation having an office at 000 Xxx Xxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxx 00000 ("Bertan High Voltage"), DEL MEDICAL SYSTEMS CORP., a
New York corporation having an office at Xxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx
00000 ("Del Medical"), and GENDEX-DEL MEDICAL IMAGING CORP., a Delaware
corporation having an office at 00000 Xxxx Xxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000 ("Gendex-DMI" and together with Del, RFI, Dynarad, Bertan High Voltage,
and Del Medical hereinafter sometimes referred to collectively as the
"Debtors"), and amended by that certain amendment dated as of August 2, 1996 and
that certain amendment dated as of August 1, 1997.
W I T N E S S E T H
WHEREAS, the Debtors and the Bank entered into an Amended and Restated
Credit Agreement dated as of March 5, 1996 and amended by that certain amendment
dated as of August 2, 1996 and that certain amendment dated as of August 1,
1997, (as heretofore amended, the "Agreement") pursuant to the terms of which
the Bank agreed to make certain financial accommodations available to the
Debtors;
WHEREAS, all capitalized terms used in the Agreement and not otherwise
defined herein shall have the meanings given to them in the Agreement;
WHEREAS, the Debtors and the Bank have agreed, among other things, to
amend the formula pursuant to which Del may repurchase common stock of Del
without the consent of the Bank;
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings herein contained, the Debtors and the Bank hereby agree as follows:
A. Modification of Agreement
1. Section 1.1. Section 1.1 of the Agreement is hereby
modified as of the Third Amendment Date by the addition of the following
definitions in their proper alphabetical
positions:
Third Amendment shall mean the amendment to the Agreement
dated as of July 31, 1998.
Third Amendment Date shall mean July 31, 1998.
2. Section 6.7. Section 6.7 of the Agreement is hereby deleted as of
the Third Amendment Date and the following substituted therefor:
6.7 Investments. Own, purchase or acquire any stock,
obligations, assets or securities of, or any interest in, or make any
capital contribution or loan or advance to, any other person, or make
any other investments with an aggregate fair market value exceeding
$1,000,000.00 (valued at the time of the acquisition thereof), except
that the Debtors may (i) own, purchase or acquire certificates of
deposit of the Bank or any FDIC-insured commercial bank registered to
do business in any state of the United States having capital and
surplus in excess of $500,000,000; (ii) own, purchase or acquire
obligations of the United States government or any agency thereof which
are backed by the full faith and credit of the United States; (iii)
own, purchase or acquire commercial paper of a domestic issuer rated at
least A-1 by Standard and Poor's Corporation or P-1 by Xxxxx'x
Investors Service, Inc.; (iv) purchase or acquire during any fiscal
year of Del, shares of the common stock of Del with an aggregate fair
market value (valued at the time of the acquisition thereof) of not
more than 80% of its Net Income for the such fiscal year, and
thereafter own all such shares so purchased or acquired, provided,
however, that no default under Section 6.4, Section 6.8, Section 6.9 or
Section 6.11 of this Agreement shall have occurred and be continuing at
the time of such repurchase and after giving effect to such repurchase
of shares, no default shall exist under Section 6.9 hereof; (v) own,
purchase, or acquire stock, obligations and/or securities of any other
person provided that such stock, obligations and/or securities are held
by the Debtors in the deferred compensation account(s) which are
maintained by Del for the benefit of Xxxxxxx X. Xxxxxxx; and (vi) make
Acquisitions with the proceeds of Additional Term Loans provided,
however, that the Bank shall have given its prior written approval of
such Acquisitions to the extent that they exceed, in the aggregate,
$3,000,000 calculated from the First Amendment Date.
B. Condition of Effectiveness
The obligation of the Bank to enter into this Amendment to the Loan
Agreement and to make or provide any financial accommodation to the Debtors
pursuant to the terms of this Amendment is subject to the condition precedent
that the Bank shall have received each of the following documents, in form and
substance satisfactory to the Bank and its counsel, and each of the following
requirements shall have been fulfilled:
1. This Amendment. The Debtors and the Bank shall each have
executed and delivered this Amendment.
2. Evidence of Corporate Action by Company. The Bank shall
have received a certificate of the Secretary or Assistant Secretary of each of
the Debtors, dated the Third Amendment Date, in substantially the form of
Exhibit 1 to this Amendment, attesting to all corporate action taken by such
Debtor, including resolutions of its Board of Directors, authorizing the
execution, delivery, and performance of this Amendment and each other document
to be delivered pursuant to or in connection with this Amendment, and including
a copy of all amendments to such Debtor's certificate of incorporation and
by-laws which are subsequent to the Second Amendment Date, a current good
standing certificate, and an incumbency and signature certificate.
3. Officer's Certificate. The following statements shall be
true and the Bank shall have received a certificate, dated the Third Amendment
Date, in substantially the form of Exhibit 2 to this Amendment, signed by a duly
authorized officer of each of the Debtors stating that to the best of his
knowledge:
a. The representations and warranties contained in
Section 3 of the Agreement and in each of the other
Credit Documents are correct on and as of the Third
Amendment Date, as though made on and as of such
dates; and
b. No default or Event of Default has occurred and is
continuing, or would result from the execution and
performance by the Debtors of this Amendment or the
Agreement (as amended by this Amendment) or any of
the other Credit Documents; and
c. There has been no material adverse change in the
business, operations, assets or condition, financial
or otherwise, of the Debtors since the date of the
most recent financial statements provided to the
Bank.
4. Opinion Letter. The Bank shall have received an opinion of
counsel to the Debtors, substantially in the form of Exhibit 3 to this
Amendment.
5. Costs and Expenses. The Debtors shall have paid, or
reimbursed the Bank, for all costs, expenses and charges (including, without
limitation, all expenses and reasonable fees of legal counsel for the Bank)
incurred in connection with the negotiation, preparation, reproduction,
execution and delivery of this Amendment and any other instruments and documents
to be delivered hereunder.
C. Reference to and Effect on the Loan Documents
1. Upon the effectiveness of this Amendment, each reference in the
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import, and each reference in the other Credit Documents to the Agreement, shall
mean and be a reference to the Agreement as amended hereby.
2. Except as specifically amended above, the Agreement and the other
Credit Documents shall remain in full force and effect and are hereby ratified
and confirmed.
3. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Bank under any of the Credit Documents, nor constitute a
waiver of any provision of any of the Credit Documents.
D. Miscellaneous
1. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
2. Headings. Section headings in this Amendment are included herein for
convenience of reference only and do not constitute a part of this Amendment for
any other purpose.
3. Exhibits. Exhibits 1-3 shall constitute integral parts of this
Amendment.
4. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Amendment by signing any such
counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
(Corporate Seal) DEL GLOBAL TECHNOLOGIES CORP.
ATTEST: By:/S/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
Chairman of the Board, Chief Executive
/S/ Xxxxxxx Xxxxx Officer and President
--------------------
Xxxxxxx Xxxxx, Secretary
(Corporate Seal) RFI CORPORATION
ATTEST: By:/S/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
Chairman of the Board, Chief Executive
/S/ Xxxxxxx Xxxxx Officer and President
--------------------
Xxxxxxx Xxxxx, Secretary
(Corporate Seal) DYNARAD CORP.
ATTEST: By:/S/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
Chairman of the Board, Chief Executive
/S/ Xxxxxxx Xxxxx Officer and President
--------------------
Xxxxxxx Xxxxx, Secretary
(Corporate Seal) BERTAN HIGH VOLTAGE CORP.
ATTEST: By:/S/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
Chairman of the Board, Chief Executive
/S/ Xxxxxxx Xxxxx Officer and President
--------------------
Xxxxxxx Xxxxx, Secretary
(Corporate Seal)
DEL MEDICAL SYSTEMS CORP.
ATTEST: By:/S/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
Chairman of the Board, Chief Executive
/S/ Xxxxxxx Xxxxx Officer and President
--------------------
Xxxxxxx Xxxxx, Secretary
(Corporate Seal)
GENDEX-DEL MEDICAL IMAGING CORP.
ATTEST: By:/S/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
Chairman of the Board, Chief Executive
/S/ Xxxxxxx Xxxxx Officer and President
--------------------
Xxxxxxx Xxxxx, Secretary
THE CHASE MANHATTAN BANK
By: /S/Xxxxxx X. Xxxxxxxxxxx
------------------------
Xxxxxx X. Xxxxxxxxxxx, Vice President
State of New York )
) ss.:
County of Westchester )
On the 23rd day of October in the year 1998, before me, the
undersigned, a Notary Public in and for the State of New York, personally
appeared Xxxxxxx X. Xxxxxxx, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
Xxxxxx Xxxxxxx /S/Xxxxxx Xxxxxxx
Notary Public, State of New York -------------------------------
No. 01RI5078399 NOTARY PUBLIC
Qualified in Westchester County
Commission Expires May 27, 0000
Xxxxx xx Xxx Xxxx )
) ss.:
County of Westchester )
On the 23rd day of October in the year 1998, before me, the
undersigned, a Notary Public in and for the State of New York, personally
appeared Xxxxxx X. Xxxxxxxxxxx, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
Xxxxxx Xxxxxxx /S/Xxxxxx Xxxxxxx
Notary Public, State of New York -------------------------------
No. 01RI5078399 NOTARY PUBLIC
Qualified in Westchester County
Commission Expires May 27, 1999 --------------------------------
Exhibit 1 to Amendment
SECRETARY'S CERTIFICATE
DEL GLOBAL TECHNOLOGIES CORP.
The undersigned, Secretary of Del Global Technologies Corp., a New York
corporation (the "Corporation"), delivers this certificate in connection with
the Third Amendment to Amended and Restated Credit Agreement dated as of July
31, 1998 by and among The Chase Manhattan Bank (the "Bank") and the Corporation,
RFI Corporation, Dynarad Corp., Bertan High Voltage Corp., Del Medical Systems
Corp., and Gendex-Del Medical Imaging Corp. (the "Amendment"), and hereby
certifies as follows:
1. The person listed below holds the office indicated and has been
authorized by the Corporation to execute the Amendment on behalf of the
Corporation and the documents to be delivered pursuant to the Amendment. The
signature set forth opposite his name is his specimen signature and the Bank is
entitled to rely upon such authorization and specimen signature until further
notified by the Corporation:
Name Title Signature
---- ----- ---------
Xxxxxxx X. Xxxxxxx President /S/Xxxxxxx X. Xxxxxxx
---------------------
2. The copy of each resolution necessary for the Corporation to enter
into the transactions contemplated by the Amendment, attached hereto as Exhibit
A, is true, complete and correct and has not been amended since the date of its
adoption;
3. Since the Second Amendment Date, there have been no amendments to
the certificate of incorporation of the Corporation;
4. Since the Second Amendment Date, there have been no amendments to
the by-laws of the Corporation; and
5. Attached hereto as Exhibit B is the Certificate of Good Standing of
the Corporation, dated no earlier than thirty (30) days prior to the date
hereof, from the State of New York certifying that the Corporation is in good
standing.
IN WITNESS WHEREOF, I hereby set my hand hereto this day of October
1998.
/S/Xxxxxxx Xxxxx
------------------------------
Xxxxxxx Xxxxx, Secretary
I, Xxxxxxx X. Xxxxxxx, President of DEL GLOBAL TECHNOLOGIES CORP., a
New York corporation, do hereby certify that:
The person listed below holds the office indicated and that the
signature set forth opposite his name is his specimen signature:
Name Title Signature
---- ----- ---------
Xxxxxxx Xxxxx Secretary /S/Xxxxxxx Xxxxx
----------------
Dated October 23, 1998
------------------- /S/Xxxxxxx X. Xxxxxxx
---------------------
Xxxxxxx X. Xxxxxxx
The foregoing to serve as format for certificates for each of
the other Debtors
Exhibit A
to
Secretary's Certificate
Joint Action by Unanimous Written Consent
of the
Board of Directors
of each of
DEL GLOBAL TECHNOLOGIES CORP., RFI CORPORATION, DYNARAD CORP.,
BERTAN HIGH VOLTAGE CORP., DEL MEDICAL SYSTEMS CORP.,
and GENDEX-DEL MEDICAL IMAGING CORP.
The undersigned, being all of the members of the Board of Directors of
(i) Del Global Technologies Corp., a New York corporation ("Del"), (ii) RFI
Corporation, a Delaware corporation ("RFI"), (iii) Dynarad Corp., a New York
corporation ("Dynarad"), (iv) Bertan High Voltage Corp., a New York corporation
("Bertan"), (v) Del Medical Systems Corp., a New York corporation ("Del
Medical"), and Gendex-Del Medical Imaging Corp., a Delaware corporation
("Gendex", and collectively with Del, RFI, Dynarad, Bertan, and Del Medical, the
"Corporations") pursuant to Section 708 of the Business Corporation Law of the
State of New York, and pursuant to Section 228 of the Delaware General
Corporation Law of the State of Delaware with respect to RFI and Gendex, do
hereby take the following action and adopt the following Resolutions and direct
that this Consent be filed with the minutes of each Corporation:
RESOLVED, that each of the Corporations is hereby authorized
to amend the Amended and Restated Credit Agreement, dated as of March 5,
1996 and amended as of August 2, 1996 and as of August 1, 1997 (the "Credit
Agreement"), by and among the Corporations and The Chase Manhattan Bank
("Chase") in order to modify the formula pursuant to which Del may
repurchase common stock of Del without the consent of Chase; and further
RESOLVED, that each of the Corporations is hereby authorized
to enter into, and the Chief Executive Officer, President or Executive Vice
President of each of the Corporations is hereby authorized and directed to
execute and deliver on behalf of each of the Corporations, the Third
Amendment to the Credit Agreement (the "Amendment") with Chase, in the form
to be reviewed by the Chief Executive Officer, President or the Executive
Vice President of each Corporation in consultation with counsel and in such
final form containing such amendments, additions, deletions, modifications
and other changes as he, in his sole discretion, shall approve (such
approval to be conclusively evidenced by the execution and delivery thereof
by the Chief Executive Officer, President or Executive Vice President); and
further
RESOLVED, that the Chief Executive Officer, President, or
Executive Vice President and Secretary of each of the Corporations are each
hereby authorized and directed to execute and deliver on behalf of each of
the Corporations such other agreements, documents and instruments in such
form as shall be approved by the Chairman of the Board, Chief Executive
Officer, President or Executive Vice President, in his sole discretion
(such approval to be conclusively evidenced by the execution and delivery
thereof by such Chairman of the Board, Chief Executive Officer, President
or Executive Vice President), and to perform all acts and to take all other
action required or permitted to be taken by each of the Corporations
pursuant to or in furtherance of the Amendment, and the other instruments
referred to therein.
IN WITNESS WHEREOF, the undersigned have executed this Consent this
23rd day of October 1998.
For DEL GLOBAL TECHNOLOGIES CORP.:
/S/Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx
/S/Xxxxx X. Xxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxx
/S/Xxxxx Xxxxxxx
--------------------------------------
Xxxxx Xxxxxxx
/S/Xxxxxxx Xxxxx
--------------------------------------
Xxxxxxx Xxxxx
/S/Xxxxx X. Xxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxx
For RFI CORPORATION:
/S/Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx
/S/Xxxxxxx Xxxxx
--------------------------------------
Xxxxxxx Xxxxx
/S/Xxxxx Xxxxx
--------------------------------------
Xxxxx Xxxxx
For DYNARAD CORP.:
/S/Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx
/S/Xxxxx Xxxxx
--------------------------------------
Xxxxx Xxxxx
/S/Xxxxxxx Xxxxx
--------------------------------------
Xxxxxxx Xxxxx
For BERTAN HIGH VOLTAGE CORP.:
/S/Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx
/S/Xxxxx Xxxxx
--------------------------------------
Xxxxx Xxxxx
/S/Xxxxxxx Xxxxx
--------------------------------------
Xxxxxxx Xxxxx
For DEL MEDICAL SYSTEMS CORP.:
/S/Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx
/S/Xxxxx Xxxxx
--------------------------------------
Xxxxx Xxxxx
/S/Xxxxxxx Xxxxx
--------------------------------------
Xxxxxxx Xxxxx
For GENDEX-DEL MEDICAL IMAGING CORP.:
/S/Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx
/S/Xxxxx Xxxxx
--------------------------------------
Xxxxx Xxxxx
/S/Xxxx Xxxxxxxxx
--------------------------------------
Xxxx Xxxxxxxxx
Exhibit 2 to Amendment
OFFICER'S CERTIFICATE
This certificate is given in connection with the Third Amendment to
Amended and Restated Credit Agreement (the "Amendment") dated as of July 31,
1998 by and among Del Global Technologies Corp. (the "Company"), RFI Corporation
("RFI"), Dynarad Corp. ("Dynarad"), Bertan High Voltage Corp. ("Bertan"), Del
Medical Systems Corp. ("Del Medical"), Gendex-Del Medical Imaging Corp.
("Gendex" and together with the Company, RFI, Dynarad, Bertan High Voltage, and
Del Medical hereinafter referred to collectively as the "Debtors") and The Chase
Manhattan Bank (successor by merger to the Chase Manhattan Bank, N.A.) (the
"Bank"), amending the Amended and Restated Credit Agreement dated as of March 5,
1996 between the Debtors and the Bank and previously amended by that certain
amendment dated as of August 2, 1996 and that certain amendment dated as of
August 1, 1997 (as amended, the "Credit Agreement"; the terms defined in the
Credit Agreement are used herein as in the Credit Agreement unless otherwise
defined herein).
1. The representations and warranties contained in Section 3 of the Credit
Agreement and in each of the other Credit Documents are correct on and
as of the Third Amendment Date as though made on and as of such date;
and
2. No default or Event of Default has occurred and is continuing, or would
result from this execution and performance by the Company of the
Amendment or the Credit Agreement (as amended by the Amendment) or any
of the other Credit Documents; and
3. There has been no material adverse change in the business, operations,
assets or condition, financial or otherwise, of the Company since the
date of the most recent financial statements provided to the Bank.
/S/Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman of the Board, Chief
Executive Officer and President
The foregoing to serve as format for certificates for each of
the other Debtors
Exhibit 3 to Amendment
OPINION LETTER
(Letterhead of Tashlik, Xxxxxxxx & Xxxxxxx P.C.)
Dated as of July 31, 1998
The Chase Manhattan Bank
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Re: Del Global Technologies Corp. ("Del"), RFI Corporation ("RFI"), Dynarad
Corp. ("Dynarad"), Bertan High Voltage Corp. ("Bertan high Voltage"), Del
Medical Systems Corp., ("Del Medical") and Gendex-Del Medical Imaging Corp.
("Gendex") and, collectively with Del, RFI, Dynarad, Bertan High Voltage and
Gendex, sometimes referred to as the "Borrowers") with The Chase Manhattan Bank
(the "Bank")
Gentlemen:
We have acted as counsel to the Borrowers and have been requested by the Bank to
render our opinion with respect to the authorization and execution of the Third
Amendment to Amended and Restated Credit Agreement, dated of even date herewith,
among each of the Borrowers and the Bank (the "Amendment");
Terms used herein and not otherwise defined herein shall have the meanings
ascribed to those terms in the Amended and Restated Credit Agreement, dated as
of March 5, 1996, by and among the Borrowers, as amended by the First Amendment
to Amended and Restated Credit Agreement dated as of August 2, 1996, by and
among the Borrowers and the Bank, the Second Amendment to Amended and Restated
Credit Agreement dated as of August 1, 1997, by and among the Borrowers and the
Bank, the Third Amendment to Amended and restated Credit Agreement dated as of
July 31, 1998, by and among the Borrowers and the Bank.
We advise you that we have examined and relied upon originals or copies
certified to our satisfaction of the Certificate of Incorporation and By-Laws of
each of the Borrowers; minutes of meetings of the Board of Directors of each of
the Borrowers; the Loan Documents; and such other corporate records, documents,
instruments and certificates of, and communications from, officers and
representatives of each of the Borrowers and certain public officials concerning
the incorporation and good standing of each of the Borrowers and such other
investigations and examinations as we have deemed necessary or appropriate as
the basis for the opinions hereinafter expressed. In making such examinations,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of documents submitted to us as certified or photostatic copies. We have not,
except as specifically noted in this opinion, made any independent review or
investigation as to factual matters as a basis for the opinions hereinafter
expressed. Where we render an opinion "to the best of our knowledge" or
concerning an item "known to us" or our opinion otherwise refers to our
knowledge, it is based solely upon (i) an inquiry of attorneys within this firm
who perform legal services for the Borrowers, (ii) receipt of a certificate
executed by an officer of one or more of the Borrowers covering such matters,
and (iii) such other investigation, if any, that we specifically set forth
herein.
Based solely on the foregoing and subject to the accuracy of our assumptions and
the statements upon which we have relied and to the limited scope and extent of
our investigation, it is our opinion that:
1. Del is a corporation duly organized, validly existing and in good
standing under the laws of the State of New York.
2. RFI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.
3. Dynarad is a corporation duly organized, validly existing and in good
standing under the laws of the State of New York.
4. Bertan High Voltage is a corporation duly organized, validly existing
and in good standing under the laws of the State of New York.
5. Del Medical is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York.
6. Gendex is a corporation duly organized, validly existing and in good
standing under the laws of the State of New York.
7. Each of the Loan Documents, as and to the extent modified by the Third
Amendment, constitutes a valid and binding obligation of Del, Dynarad,
Bertan High Voltage, Del Medical, Gendex and/or RFI, as the case may be,
each enforceable in accordance with its terms. There is no provision in
the Certificate of Incorporation or By-Laws of any of the Borrowers or,
to the best of our knowledge, in any agreement, court order or other
legal arrangement to which any of the Borrowers is a party, which would
impair the ability of any Borrower to fulfill its obligations under the
Loan Documents or which would affect the validity or enforceability of
such documents in accordance with their terms.
8. To the best of our knowledge, there are no judicial or administrative
appeals, actions or proceedings pending, nor threatened, which would, if
adversely decided, impair the ability of any Borrower to fulfill its
obligations under the Loan Documents.
9. The execution, delivery and performance of the Third Amendment have been
duly authorized by all requisite corporate action.
This opinion is subject to the effect of any and all bankruptcy, insolvency,
moratorium, fraudulent conveyance, reorganization or other laws relating to or
affecting the enforcement of creditors' rights generally and court decisions
with respect thereto. Furthermore, no opinion is expressed with respect to the
specific enforceability of any of the remedies, covenants or other provisions of
the Loan Documents and the application of equitable principles in any
proceeding, whether at law or in equity.
We are attorneys admitted to practice only in the State of New York and do no
purport to be experts on the laws of other jurisdictions other than Federal law
in effect on the date hereof and except to the extent that matters of Delaware
corporate law are involved in the opinions set forth above. With respect to any
matters concerning Delaware corporate law involved in the opinions set forth
above, we draw your attention to the fact that we are not admitted to the Bar in
the State of Delaware and are not experts in the law of such jurisdiction, and
that any such opinions concerning Delaware corporate law are based upon our
reasonable familiarity with the Delaware General Corporation Law as a result of
our prior involvement in transactions involving such laws.
We draw your attention to the fact that certain members of this firm, own,
directly or indirectly, shares of common stock and options to purchase shares of
common stock of Del.
This opinion is being delivered to the Bank solely for its use in connection
with the closing of the Loan Documents and may not be quoted, with or without
reference to our firm, or relied upon, or delivered to any person without our
prior written consent which may be withheld in our sole discretion. This opinion
is specifically limited to matters as of the date hereof and we undertake no
obligations to update it. We express no opinion on the possible effects of
changes in factual or legal matters occurring hereinafter including, without
limitation, the effects of the course of conduct or dealings hereinafter between
the Bank and the Borrowers and any and all assignees and participants.
Very truly yours,
/S/ Tashlik, Xxxxxxxx & Xxxxxxx PC
TASHLIK, XXXXXXXX & XXXXXXX PC
