EXHIBIT 99.02
CONSENT AND EIGHTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This Consent and Eighth Amendment to Loan and Security Agreement
(this "Agreement") is entered into as of the 5 day of April, 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 an additional payment to the Department of Defense
of the United States ("DOD") in connection with the settlement of the
investigation conducted by the Department of Justice of the United States
("DOJ") with respect to RFI (the "Settlement") 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. DEFINITIONS. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.
2. CONSENT TO USE OF LOAN PROCEEDS. Subject to the satisfaction of
the conditions precedent set forth in Section 4 below and subject to the terms
of the Loan Agreement, the Lender agrees that the Borrowers may use up to
$300,000 of the proceeds of the Loans to pay additional amounts owing by RFI to
the DOD with respect to the Settlement.
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:
(i) 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 $2,000,000 or
(y) exceed the Maximum Amount of the Facility."
4. CONDITIONS OF EFFECTIVENESS. This Agreement shall become
effective upon satisfaction or waiver in writing by the Lender of each of the
following conditions precedent, each in form and substance satisfactory to the
Lender: (a) the Lender's receipt of this Agreement duly executed by the
Borrowers; and (b) the Lender's receipt of a non-refundable fee in the amount of
$5,000 and all reasonable attorney's fees incurred in connection with this
Agreement, each of which shall be charged to the Borrowers' loan account as a
Loan on the date of this Agreement.
5. REPRESENTATIONS AND WARRANTIES. The Borrowers hereby represent
and warrant as follows:
(a) 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.
(b) 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.
(c) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Agreement.
(d) 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 Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: President and CEO
BERTAN HIGH VOLTAGE CORP.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: President
RFI CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: President
DEL MEDICAL IMAGING CORP.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: President
GE BUSINESS CAPITAL CORPORATION F/K/A
TRANSAMERICA BUSINESS CAPITAL CORPORATION
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Duly Authorized Signatory
