Exhibit 10.1
SECOND AMENDMENT TO THE LOAN AND SECURITY AGREEMENT
SECOND AMENDMENT, dated as of December 17, 2002 (this "Amendment"), to the Loan
and Security Agreement, dated as of June 10, 2002 (as amended before the date
hereof, the "Loan Agreement"), among Del Global Technologies Corp., Bertan
High Voltage Corp., RFI Corporation and Del Medical Imaging Corp. (collectively,
the "Borrowers") and Transamerica Business Capital Corporation (the "Lender").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Loan Agreement.
W I T N E S S E T H :
WHEREAS, the Borrowers and the Lender are parties to the Loan Agreement, under
which the Lender has agreed to make, and has made, Loans and other extensions of
credit and accommodations to the Borrowers on the terms and subject to the
conditions set forth therein; and
WHEREAS, the Borrowers have requested that the Lender agree, and the Lender has
agreed, to amend certain provisions of the Loan Agreement, each upon the terms
and subject to the conditions set forth herein.
NOW, THEREFORE, the Borrowers and the Lender agree as follows:
SECTION 1. Amendments to the Loan Agreement. Effective as of the date hereof,
the Loan Agreement is amended as follows:
a) The definition of "Pricing Increment" in Section 1.1 is amended by
replacing "January 31, 2003" with
"August 3, 2003".
b) Sections 8.1, 8.2, 8.3 and 8.4 of the Loan Agreement are amended and
and restated as follows:
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"SECTION 8.1. Adjusted Earnings. The Adjusted Earnings for any period set
forth below shall not be less than the amount set forth below opposite such
period:
Minimum Adjusted
Period Earnings
August 3, 2002 through November 3, 2002 $ 900,000
August 3, 2002 through February 2, 2003 1,900,000
August 3, 2002 through May 4, 2003 4,000,000
August 3, 2002 through August 2, 2003
and each period of four consecutive
fiscal quarters thereafter 6,000,000
SECTION 8.2. Adjusted U.S. Earnings. The Adjusted U.S. Earnings for any period
set forth below shall not be less than the amount set forth below opposite such
period:
Minimum Adjusted
Period U.S. Earnings
August 3, 2002 through November 3, 2002 $450,000
August 3, 2002 through February 2, 2003 700,000
August 3, 2002 through May 4, 2003 2,000,000
August 3, 2002 through August 2, 2003 3,100,000
November 3, 2002 through November 3, 2003 3,800,000
February 2, 2003 through February 2, 2004 4,200,000
Each period of four consecutive fiscal
quarters thereafter 4,500,000
SECTION 8.3. Senior Debt Ratio. The ratio of (a) the outstanding amount of all
Loans and all outstanding Letters of Credit to (b) Adjusted Earnings determined
for the twelve-month period ending on the last day of each quarter-end (or in
the case of each fiscal quarter-end through May 4, 2003, the period of one, two
or three consecutive fiscal quarters ending November 3, 2002, February 2, 2003
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or May 4, 2003, respectively, determined on an annualized basis), shall not, as
of the last day of such quarter-end, be greater than the ratio set forth below
opposite such quarter-end:
Minimum Fixed Charge
Period Coverage Ratio
November 3, 2002 and February 2, 2003 1.10:1.00
May 4, 2003 and each quarter-end thereafter 1.50:1.00
SECTION 8.4. Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio for
any period set forth below shall not be less than the ratio set forth below
opposite such period:
Minimum Fixed Charge
Period Coverage Ratio
August 3, 2002 through November 3, 2002 0.40:1.00
August 3, 2002 through February 2, 2003 0.80:1.00
August 3, 2002 through May 4, 2003 1.50:1.00
August 3, 2002 through August 2, 2003 and
each period of four consecutive fiscal
quarters thereafter 2.00:1.00"
SECTION 2. Conditions of Effectiveness. This Amendment shall become effective
when, and only when, the Lender shall have received (a) counterparts of this
Amendment, duly executed by the Borrowers and (b) payment of the costs and
expenses (including, without limitation, reasonable attorneys' fees) incurred by
the Lender in connection with this Amendment.
SECTION 3. Representations and Warranties of the Borrowers. Each Borrower
represents and warrants as follows:
a) Such Borrower is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York or Delaware, as the case
may be, and is qualified to do business under the laws of such other
jurisdictions in which its failure to so qualify could have a Material Adverse
Effect.
b) The execution, delivery and performance by such Borrower of this
Amendment (i) are within such Borrower's corporate powers, have been duly
authorized by all necessary corporate action and do not contravene (A) such
Borrower's Governing Documents, (B) any Requirement of Law or (C) any Material
Contract and (ii) will not result in or require the creation or imposition of
any Lien upon or with respect to any property now owned or hereafter acquired
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by such Borrower.
c) No authorization, approval or other action by, and no notice to or
filing with, any Governmental Authority or other Person is required for the due
execution, delivery and performance by such Borrower of this Amendment.
d) This Amendment and the Loan Agreement as amended hereby constitute the
legal, valid and binding obligations of such Borrower enforceable against such
Borrower in accordance with their respective terms except as enforceability may
be limited by (i) bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (ii) general principles of equity.
e) Except as specified in Schedule 6.1(r) to the Loan Agreement, there is
no pending or, to the best of such Borrower's knowledge after due inquiry,
threatened litigation, contested claim, investigation, arbitration or
governmental proceeding by or against such Borrower before any court,
Governmental Authority or arbitrator which individually or in the aggregate
could reasonably be expected to have a Material Adverse Effect or which purports
to affect the legality, validity or enforceability of this Amendment or the Loan
Agreement as amended hereby.
f) Except as specified in Section 1 hereof, no Default has occurred and is
continuing.
SECTION 4. Reference to and Effect on the Loan Agreement.
a) 0n and after the date hereof, each reference in the Loan Agreement to
"this Agreement," "hereunder," "hereof," "herein" and words of like import, and
each reference in the other Loan Documents to the Loan Agreement shall mean and
be a reference to the Loan Agreement as amended hereby.
b) Except as specifically waived or amended above, (i) the Loan Agreement
and each other Loan Document shall remain in full force and effect and are
hereby ratified and confirmed by each of the parties hereto and (ii) the
Lender shall not be deemed to have waived any rights or remedies it may have
under the Loan Agreement, any other Loan Document or applicable law.
c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of or an amendment to
any right, power or remedy of the Lender under any of the Loan Documents, or
constitute a waiver of or an amendment to any provision of any of the Loan
Documents.
SECTION 5. Costs and Expenses. The Borrowers agree to pay, on demand, all
reasonable out-of-pocket costs and expenses incurred by the Lender in connection
with the preparation, negotiation and execution of this Amendment (including,
without limitation, the reasonable fees and expenses of counsel to the Lender).
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SECTION 6. Counterparts; Telecopied Signatures. This Amendment may be executed
in counterparts and by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. This Amendment may be
executed and delivered by telecopier or other facsimile transmission with the
same force and effect as if the same were a fully executed and delivered
original manual counterpart.
SECTION 7. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT,
WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY
THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) AND DECISIONS
OF THE STATE OF ILLINOIS.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
DEL GLOBAL TECHNOLOGIES CORP.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
BERTAN HIGH VOLTAGE CORP.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
RFI CORPORATION
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
DEL MEDICAL IMAGING CORP.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
TRANSAMERICA BUSINESS CAPITAL
CORPORATION
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
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