<PAGE>
WAIVER AND FIRST AMENDMENT
WAIVER AND FIRST AMENDMENT, dated as of December 12, 2005
(this "Amendment"), 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, (i) to waive
Events of Default that have occurred and
are continuing and (ii) 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. WAIVER. Effective as of the date hereof, the Lender
hereby waives compliance with Sections
8.1(b), 8.2, 8.3(b), 8.4 and 8.5(b) of
the Loan Agreement solely to the extent of
the Borrowers' failure to comply with
the covenant contained therein for the
period ended October 31, 2005.
SECTION 2. AMENDMENTS TO THE LOAN AGREEMENT. Effective as of
the date hereof, the Loan Agreement is
amended as follows:
(a) Section 8.1(b) is amended and restated as follows:
"(b) After the Lender receives the Financial Statements and
other documents required under Section 7.1(k)(i) with respect
to the fiscal year ended July 30, 2005 and so long as no
Default has occurred and is continuing and Excess
<PAGE>
Availability is at least $500,000, the Adjusted U.S. Earnings
for any period set forth below shall not be less than the
amount set
forth below opposite such period:
<TABLE>
<CAPTION>
Minimum Adjusted U.S.
Period
Earnings
------
--------
<S>
<C>
August 1, 2005 through October 31, 2005
......................................
$669,800
August 1, 2005 through January 31, 2006
......................................
470,000
August 1, 2005 through April 30, 2006
........................................
1,450,000
August 1, 2005 through July 31, 2006
.........................................
2,679,000
November 1, 2005 through October 31, 2006
....................................
2,902,000
February 1, 2006 through January 31, 2007
....................................
3,124,000
May 1, 2006 through April 30, 2007
...........................................
3,347,900
Each period of four consecutive fiscal
quarters ending January 31, April
30, July 31 and October 31 of each fiscal
year thereafter ....................
3,400,000"
</TABLE>
(b) Section 8.2 is amended and restated as follows:
"SECTION 8.2 Adjusted Earnings. The Adjusted Earnings for any
period set forth below shall not be less than the amount set
forth
below opposite such period:
<TABLE>
<CAPTION>
Minimum Adjusted
Period
Earnings
------
--------
<S>
<C>
August 1, 2005 through October 31, 2005
......................................
$1,419,800
August 1, 2005 through January 31, 2006
......................................
1,500,000
August 1, 2005 through April 30, 2006
........................................
3,500,000
August 1, 2005 through July 31, 2006
.........................................
5,679,000
The four consecutive fiscal quarters ending
October 31, 2006 .................
5,902,000
The four consecutive fiscal quarters ending
January 31, 2007 .................
6,124,900
The four consecutive fiscal quarters ending
April 30, 2007 ...................
6,347,900
Each period of four consecutive fiscal
quarters ending January 31, April
30, July 31 or October 31 of each fiscal
year thereafter .....................
6,400,000"
</TABLE>
(c) Section 8.3(b) is amended and restated as follows:
"(b) After the Lender receives the financial statements and
other documents required under Section 7.1(k)(i) with respect
to the fiscal year ended July 30, 2005 and so long as no
Default has occurred and is continuing and Excess Availability
is at least $500,000, the ratio of (i) the outstanding amount
of all Loans and all outstanding Letters of Credit to (ii)
Adjusted U.S. Earnings (on an
-2-
<PAGE>
annualized basis) shall not, as of the last day of any period
set forth below, be greater than the ratio set forth below
opposite such period:
<TABLE>
<CAPTION>
Maximum
Senior
Period
U.S. Debt Ratio
------
---------------
<S>
<C>
August 1, 2005 through October 31, 2005
......................................
1.50:1.00
August 1, 2005 through January 31, 2006
......................................
4.75:1.00
August 1, 2005 through April 30, 2006
........................................
2.00:1.00
August 1, 2005 through July 31, 2006
................
