Exhibit 99.02
SIXTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This xth Amendment to Loan and Security Agreement (this "Agreement") is
entered into as of the 25th day of October, 2004, 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 extend the Expiration Date of
the Loan Agreement 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 AMENDMENT TO LOAN AGREEMENT. Subject to satisfaction of the conditions
precedent set forth in Section 3 below, the Loan Agreement is hereby amended as
follows:
(a) Section 1.1 of the Loan Agreement is amended as follows:
(i) The following defined terms are amended in their entirety to
provide as follows:
"EXPIRATION DATE" means the earlier of: (i) August 1, 2005; (ii)
the date of termination of the Lender's obligations to make Loans or
to use its best efforts to cause Letters of Credit to be issued
pursuant to the terms hereof, and (iii) the date on which either
substantially all of the assets or stock of RFI or Del Medical are
sold.
"MAXIMUM AMOUNT OF THE FACILITY" means Five Million Dollars
($5,000,000).
"PERFORMANCE FEE PAYMENT DATE" shall mean the Sixth Amendment
Effective Date.
(b) The following defined terms are inserted in the appropriate
alphabetical order:
"SIXTH AMENDMENT" means the Sixth Amendment to Loan and Security
Agreement dated as of October 25 , 2004 by and among the Lender and
the Borrowers.
"SIXTH AMENDMENT EFFECTIVE DATE" means the date on which all of
the conditions precedent set forth in the Sixth Amendment shall have
been satisfied.
(c) Section 4.6 is amended in its entirety to provide as follows:
"SECTION 4.6 (a) PERFORMANCE FEE. On the Fourth Amendment
Effective Date, Lender shall have earned the Performance Fee. The
Borrowers shall pay the Lender the Performance Fee on the Performance
Fee Payment Date.
(b) SIXTH AMENDMENT FEE. On the Sixth Amendment Effective Date,
Borrowers shall pay Lender a fee in the amount of $50,000 which shall
be deemed fully earned on the Sixth Amendment Effective Date. To the
extent the obligation of the Lender to make Loans and to use its best
efforts to cause Letters of Credit to be issued is not terminated and
the Obligations are not paid in full by December 31, 2004, Borrowers
shall pay the Lender on the first day of each month commencing on
January 1, 2005 and ending the date all of the Obligations, including
all amounts required for Collateralization of Letters of Credit shall
be paid in full and the Lender's commitments to make Loans under this
Agreement shall have been terminated, a fee in the amount of $10,000.
3. 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; (b) the
Lender's receipt of evidence that the term of the loan from Villa Sistemi to Del
Global has been extended beyond August 31, 2005; and (c) the Lender's receipt of
a non-refundable fee in the amount of $50,000 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.
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4. 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.
5. 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.
6. 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.
7. 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.
8. 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
--------------------
Name: Xxxxxx Xxxxxxxxx
Title: President and CEO
BERTAN HIGH VOLTAGE CORP.
By: /s/ Xxxxxx Xxxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxxx
Title: President and CEO
RFI CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxxx
Title: President and CEO
DEL MEDICAL IMAGING CORP.
By: /s/ Xxxxxx Xxxxxxxxx
--------------------
Name: Xxxxxx 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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