Exhibit 99.01
WAIVER AND NINTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This Waiver and Ninth Amendment to Loan and Security Agreement
(this
"AGREEMENT") is entered into as of the 9th day of June, 2005, 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 amend the Loan
Agreement to
reduce the amount of Excess Availability required under the Loan
Agreement and
waive an Event of Default arising out of Borrowers violation of the
Fixed Charge
Coverage Ratio for quarter ending April 30, 2005. 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
the
satisfaction
of the
conditions
precedent set forth in Section 4 below,
Section
7.2(x) of the Loan
Agreement is amended to provide as follows:
"(x) Excess Availability. At all times, after giving effect to all
Revolving Credit Loans and all Letters of Credit issued at such
time,
the Excess Availability shall not be less than $250,000."
3. WAIVER. Subject to the satisfaction of the conditions precedent
set
forth in Section 4 below, the Lender hereby waives the Event of
Default arising
solely out of the failure o
