Exhibit 10.52
WAIVER
WAIVER, dated as of March 14, 2006 (this "Waiver"), to the Loan and
Security Agreement, dated as of August 1, 2005 (the "Loan
Agreement"), among Del
Global Technologies Corp. ("Del Global"), RFI Corporation and Del
Medical
Imaging Corp. (collectively, the "Borrowers") and North Fork
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 waive Events of Default that have occurred and are
continuing
upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, the Borrowers and the Lender agree as follows:
SECTION 1. WAIVER AND AGREEMENT. Effective as of the date hereof,
the
Lender hereby waives compliance with, and any Events of Default
arising from
breaches of, (i) Sections 8.1(b), 8.3(b), 8.5(b) and 8.6 of the
Loan Agreement
solely to the extent of the Borrowers' failure to comply with the
covenants
contained therein for the period ended January 31, 2006 and (ii)
Section 7.1(t)
of the Loan Agreement. In addition, each Borrower agrees that no
portion of the
Loans shall bear interest by reference to the LIBOR Rate, and the
Administrative
Borrower agrees that it shall not request that any portion of the
Loans bear
interest by reference to the LIBOR Rate, until the Borrowers have
complied with
all of the Financial Covenants with respect to a period ending on
or after April
30, 2006.
SECTION 2. CONDITIONS OF EFFECTIVENESS. This Waiver shall become
effective
when, and only when, the Lender shall have received (a)
counterparts of this
Waiver, duly executed by the Borrowers, (b) payment of a $22,500
waiver fee,
which fee shall be fully earned and non-refundable when paid, and
(c) payment of
the costs and expenses (including, without limitation, reasonable
attorneys'
fees) incurred by the Lender in connection with this Waiver.
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
Waiver (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) wil
