Exhbit 99.01
Date: September 23rd, 2004
Del Global Technologies Corp.
Dear Sirs,
This is to inform you that we will make available a loan in the principal sum of
Euro 500,000 ("the Loan") on the following terms and conditions:
1. Subject as provided below, you may draw the Loan in one amount once your
acceptance is received by Villa Sistemi Medicali S.p.A..
2. Subject to the provisions of Section 8 hereof, you will repay the Loan
together with any interest due up to the time of repayment on the earlier
of (i) the consummation by you of the sale of Villa Sistemi Medicali S.p.A.
and Del Medical Imaging Corp.; and (ii) January 24th, 2005 ("the Period").
3. Interest is payable on the principal amount of the Loan at the end of the
Period at 1.5% per annum above the Euribor 6 months for the "Interest
Period", that is 2.20% on a yearly basis. In each case the basis will be
the actual number of days on a 360 day year.
4. The Loan will be unsecured.
5. You will make all payments due hereunder for value date at the end of the
Period in Euro to us at our account No. 064307510108 BancaIntesa, SWIFT
code BCITITMM334.
6. You will make all payments due hereunder without set-off or counter-claim
and free and clear of any withholding or deduction for or on account of
tax, except any tax which you are required by law to deduct or withhold.
7. Any demand or notice in respect of this agreement and/or the Loan will be
in writing and (withhold prejudice to any other effective means of serving
it) may be served on you by post or by facsimile addressed to your
registered or principal office or facsimile number for the time being or
any of your places of business last known to us or any of your facsimile
numbers last known to us. Any such demand or notice sent by post shall be
deemed to have been received at the opening of business seven days
following the day on which it was posted, even if returned undelivered. Any
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such demand or notice sent by facsimile shall be deemed to have been
received at the commencement of the next subsequent working day (subject to
proof of proper transmission).
8. Notwithstanding anything to the contrary contained herein:
(a) You covenant and agree, and we likewise covenant and agree, that the
payment of the principal of the Loan and any other obligations owing to us
(the "Villa Obligations") is subordinated, to the extent and in the manner
provided in this Section 8, to the prior payment in full of all Obligations
as defined in that certain Loan and Security Agreement, dated as of June
10, 2002, among you, Bertan High Voltage Corp., RFI Corporation, Del
Medical Imaging Corp. and GE Business Capital Corporation f/k/a Tranamerica
Business Capital Corporation ("Lender"), as the same may be amended,
restated, supplemented or otherwise modified from time to time (the "Loan
Agreement", and such Obligations, the "Senior Obligations"), and that the
subordination is for the benefit of Lender. Lender is made an obligee
hereunder and it may enforce such provisions directly.
(b) We hereby (i) authorize Lender to demand specific performance of the
terms of this Section 8, whether or not you shall have complied with any of
the provisions hereof applicable to you, at any time when we shall have
failed to comply with any provisions of this Section 8 which are applicable
to us, and (ii) irrevocably waive any defense based on the adequacy of a
remedy at law, which might be asserted as a bar to such remedy of specific
performance.
(c) Upon any distribution of your assets in any dissolution, winding up,
liquidation or reorganization (whether in bankruptcy, insolvency or
receivership proceedings or upon an assignment for the benefit of creditors
or otherwise):
(i) Lender shall first be entitled to receive payment in full in cash of
the Senior Obligations before we are entitled to receive any payment
on account of the Villa Obligations.
(ii) Any payment or distribution of your assets of any kind or character,
whether in cash, property or securities, to which we would be entitled
except for the provisions of this Section 8(c), shall be paid by the
liquidating trustee or agent or other Person making such payment or
distribution directly to Lender in the manner set forth in the Loan
Agreement, to the extent necessary to make payment in full of all
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Senior Obligations remaining unpaid after giving effect to any
concurrent payment or distribution or provisions therefor to Lender.
(iii)In the event that, notwithstanding the foregoing provisions of this
Section 8(c), any payment or distribution of your assets of any kind
or character, whether in cash, property or securities, shall be
received by us on account of this letter agreement before all Senior
Obligations are paid in full, such payment or distribution shall be
received and held in trust for and shall be paid over to Lender for
application to the payment of the Senior Obligations until all of the
Senior Obligations shall have been paid in full, after giving effect
to any concurrent payment or distribution or provision therefor to
Lender.
(d) No right of Lender or any other present or future holders of any Senior
Obligations to enforce the subordination provisions herein shall at any
time in any way be prejudiced or impaired by any act or failure to act on
your part or our part or by any act or failure to act, in good faith, by
any such holder, or by any noncompliance by you or us with the terms of
this letter agreement, regardless of any knowledge thereof which any such
holder may have or be otherwise charged with.
9. Time shall be of the essence in respect of your obligations under or in
respect of this agreement but no failure by us to exercise or delay by us
in exercising any right or remedy under or in respect of this facility
shall operate as a waiver of it, nor shall any single partial or defective
exercise by us of any such right or remedy preclude any other or further
exercise of that or any other right or remedy.
10. The agreement is governed by the laws of Italy.
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To accept the terms and conditions of this letter, Please execute it on your
head letter and return it us.
Yours faithfully,
For and on behalf of Villa Sistemi Medicali S.p.A.:
/s/ Walter F. Schneider
- -----------------------------------
By: Walter F. Schneider
Title: President
ACKNOWLEDGED AND AGREED:
For and on behalf of DEL GLOBAL TECHNOLOGIES CORP.:
/s/ Mark Koch
- --------------------------------
By: Mark Koch
Title: Principal Accounting Officer and Treasurer
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