Exhibit 10.1
FIRST AMENDMENT
FIRST AMENDMENT, dated as of September 3, 2008 (this
“Amendment”), to the Amended and Restated Loan and
Security Agreement, dated as of May 25, 2007 (the “Loan
Agreement”), among Del Global Technologies Corp. (“Del
Global”), RFI Corporation and Del Medical Imaging Corp.
(collectively, the “Borrowers”) and Capital One
Leveraged Finance Corp., formerly known as North Fork Business
Capital Corp. (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 the Loan Agreement to
increase the amount of Letters of Credit available to be issued for
the account of the Borrowers, upon the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, the Borrowers and the Lender agree as
follows:
SECTION 1.
Amendment to the Loan Agreement . Effective as of the date hereof,
Section 2.10 of the Loan Agreement is amended by deleting
“Two Million Dollars ($2,000,000)” and substituting
Three Million Five Hundred Thousand Dollars ($3,500,000)
therefor.
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
