SECOND AMENDMENT
to
AMENDED AND RESTATED CREDIT AGREEMENT
SECOND AMENDMENT (the "Amendment"), dated as of August 1, 1997 (the
"Second Amendment Date") to Amended and Restated Credit Agreement, made by The
Chase Manhattan Bank , a New York banking corporation having an office at 106
Corporate Park Drive, White Plains, New York 10604 (the "Bank") and DEL GLOBAL
TECHNOLOGIES CORP., a New York corporation having an office at One Commerce
Park, Valhalla, New York 10595 ("Del"), RFI CORPORATION, a Delaware corporation
having an office at 100 Pine Aire Drive, Bay Shore, New York 11706 ("RFI"),
DYNARAD CORP., a New York corporation having an office at 19 Jefryn Boulevard,
Deer Park, New York 11729 ("Dynarad"), BERTAN HIGH VOLTAGE CORP., a New York
corporation having an office at 121 New South Road, Hicksville, New York 11801
("Bertan High Voltage"), DEL MEDICAL SYSTEMS CORP., a New York corporation
having an office at One Commerce Park, Valhalla, New York 10595 ("Del Medical"),
and GENDEX-DEL MEDICAL IMAGING CORP., a Delaware corporation having an office at
11550 West King Street, Franklin Park, Illinois 60131 ("Gendex-DMI" and together
with Del, RFI, Dynarad, Bertan High Voltage, and Del Medical hereinafter
sometimes referred to collectively as the "Debtors"), and amended by that
certain amendment dated as of August 2, 1996.
W I T N E S S E T H
WHEREAS, the Debtors and the Bank entered into an Amended and Restated
Credit Agreement dated as of March 5, 1996 and amended by that certain amendment
dated as of August 2, 1996, (as heretofore amended, the "Agreement") pursuant to
the terms of which the Bank agreed to make certain financial accommodations
available to the Debtors;
WHEREAS, all capitalized terms used in the Agreement and not otherwise
defined herein shall have the meanings given to them in the Agreement;
WHEREAS, as of the Second Amendment Date, the outstanding aggregate
principal balance of the Revolving Credit Loans is $100,000.00 and the
outstanding aggregate principal balance of the Term Loans is $394,738.92 (after
giving effect to a payment made as of this date) to all of which there are no
defenses or offsets;
WHEREAS, the Debtors and the Bank have agreed, among other things, to
increase the sublimit for Letters of Credit, to increase the amount of
investments the Debtors may make without consent of the Bank, to modify the
obligation of the Debtors to obtain interest rate protection, to add a fixed
rate pricing option, to modify the requirement of the Debtors with respect to
delivery of Borrowing Base Certificates, and to extend the Revolving Credit
Maturity Date;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein
contained, the Debtors and the Bank hereby agree as follows:
A. Modification of Agreement
1. Section 1.1. Section 1.1 of the Agreement is hereby modified as of
the Second Amendment Date by the addition of the following definitions in their
proper alphabetical positions:
Fixed Rate shall mean such fixed rate of interest as may be
made available to the Debtors by the Bank, from time to time, for an
Interest Period determined by the Bank, and accepted by the Debtors.
The Fixed Rate is subject to availability as determined by the Bank, in
its sole and absolute discretion.
Fixed Rate Loan shall mean any Loan when and to the extent the
interest rate therefor is a Fixed Rate.
Second Amendment shall mean the amendment to the Agreement
dated as of August 1, 1997.
Second Amendment Date shall mean August 1, 1997.
2. Section 1.1. Section 1.1 of the Agreement is hereby further modified
as of the Second Amendment Date by the deletion of the definition for the term,
"Interest Period", and the substitution of the following therefor:
Interest Period shall mean, (i) with respect to any Eurodollar
Loan, the period commencing on the date such Eurodollar Loan is made,
converted from another type of Loan or renewed, as the case may be, and
ending, as a Debtor may select pursuant to Section 2.4(c), on the
numerically corresponding day in the first, second, third, or sixth
calendar month thereafter, or for such shorter period that a Debtor may
so select, when and if the Bank shall, in its sole and absolute
discretion, make such period available, provided that each such
Interest Period which commences on the last Business Day of a calendar
month (or on any day for which there is no numerically corresponding
day in the appropriate subsequent calendar month) shall end on the last
Banking Day of the appropriate calendar month, and (ii) with respect to
any Fixed Rate Loan, the period of time determined by the Bank, in its
sole discretion, for which the Fixed Rate will be in effect for a Loan,
or a portion thereof, commencing on the date such Fixed Rate Loan is
made, converted from another type of Loan or renewed, as the case may
be, when and if the Bank shall, in its sole and absolute discretion,
make such period available.
3. Section 1.1. Section 1.1 of the Agreement is hereby further modified as of
the Second Amendment Date by the deletion of the definition for the term,
"Revolving Credit Maturity Date", and the substitution of the following
therefor:
Revolving Credit Maturity Date shall mean April 30, 2001.
4. Section 2.3. Section 2.3 of the Agreement is hereby deleted as of
the Second Amendment Date and the following substituted therefor:
2.3 Notes
(a) Term Loans. Term Loan "A" shall be evidenced by a
replacement promissory note of the Debtors substantially in the form of
Exhibit A hereto with appropriate insertions (the "Term Note") payable
to the order of the Bank and dated the Second Amendment Date. The
principal amount of the Term Note shall be payable in 15 equal
consecutive quarterly installments, each in the amount of $26,315.27,
payable on the last business day of each fiscal quarter of Del,
commencing October 31, 1997 and continuing thereafter until the entire
unpaid principal balance of the Term Note, together with all accrued
and unpaid interest, shall be paid in full on the Term Loan Maturity
Date. The Additional Term Loans shall each be evidenced by a promissory
note of the Debtors substantially in the form of Exhibit A-1 hereto,
dated the date on which such Additional Term Loan is made, with
appropriate insertions (each an "Additional Term Note") payable to the
order of the Bank and representing the obligation of the Debtors to pay
the unpaid principal amount of such Additional Term Loan, with interest
thereon as hereinafter provided. The principal amount of each
Additional Term Loan shall be payable in equal consecutive quarterly
installments, payable on the last business day of each fiscal quarter
of Del, commencing on the last business day of the fiscal quarter in
which such Loan is made and continuing thereafter until the entire
unpaid principal balance of such Additional Term Loan, together with
all accrued and unpaid interest shall be paid in full on the Term Loan
Maturity Date. Term Loans, or portions thereof, subject to limitations
set forth in Section 2.4(c) and Section 2.16 hereof, may be outstanding
as Variable Rate Loans, Eurodollar Loans, or Fixed Rate Loans.
(b) Revolving Credit Loans. The Revolving Credit
Loans made by the Bank pursuant to Section 2.2 hereof shall be
evidenced by a promissory note of the Debtors substantially in the form
of Exhibit B hereto, dated the Second Amendment Date, with appropriate
insertions (the "Revolving Credit Note"), payable to the order of the
Bank and representing the obligation of the Debtors to pay the
aggregate unpaid principal amount of all Revolving Credit Loans made by
the Bank,
with interest thereon as hereinafter prescribed. The outstanding
principal balance of the Revolving Credit Note, together with all
accrued and unpaid interest thereon, shall be due and payable on the
Revolving Credit Maturity Date. Revolving Credit Loans, or portions
thereof, subject to limitations set forth in Section 2.4(c) and Section
2.16 hereof, may be outstanding as Variable Rate Loans, Eurodollar
Loans, or Fixed Rate Loans.
(c) Endorsement. The Bank is hereby authorized by the
Debtors to endorse on the schedule attached to each Note held by it the
amount of each Loan, the amount of such Loan, if any, to which a
Eurodollar Rate or Fixed Rate applies, the rate of interest if a
Eurodollar Rate or Fixed Rate applies, and the period during which such
Eurodollar Rate or Fixed Rate applies and each payment of principal
amount received by the Bank on account of each Loan, which endorsement
shall, in the absence of manifest error, be conclusive as to the
outstanding balance of the Loans made by the Bank; provided, however,
that the failure to make such notation with respect to any Loan or
payment shall not limit or otherwise affect the obligations of the
Debtors under this Agreement or the Notes held by the Bank.
5. Section 2.4(a). Section 2.4(a) of the Agreement is hereby deleted as
of the Second Amendment Date and the following substituted therefor:
2.4 Interest.
(a) Interest shall accrue on the outstanding and
unpaid principal amount of each Loan for the period from the Second
Amendment Date to but excluding the date such Loan is due at the
following rates per annum: (i) for a Variable Rate Loan, at a variable
rate per annum equal to the Variable Rate plus the applicable Margin,
(ii) for a Eurodollar Loan, at a fixed rate equal to the Eurodollar
Rate plus the applicable Margin, and (iii) for a Fixed Rate Loan, at
the applicable Fixed Rate. Interest shall be calculated on the basis of
a year of 360 days for the actual number of days elapsed. After any
stated or accelerated maturity thereof, each Note shall bear interest
(computed daily on the basis of a 360-day year for actual days elapsed)
at a rate of one percent (1%) per annum in excess of the rate
hereinbefore provided for. In no event shall interest be payable at a
rate which is in excess of the maximum rate of interest permitted under
applicable law.
6. Section 2.4(c). Section 2.4(c) of the Agreement is hereby deleted as
of the Second Amendment Date and the following substituted therefor:
(c) Subject to the terms and conditions of this
paragraph and elsewhere in this Agreement, the Debtors may convert any
Variable Rate Loan or portion thereof to a Eurodollar Loan or to a
Fixed Rate Loan, and, at the end of the Interest Period therefor,
convert any Eurodollar Loan or Fixed Rate Loan to a Loan of another
type.
(i) In the case of each Eurodollar Loan, the
Debtors shall select an Interest Period of any duration in accordance
with the definition of Interest Period in Section 1.1, subject to the
following limitations: (A) no Interest Period may extend beyond the
Termination Date; and (B) if an Interest Period would end on a day
which is not a Business Day, such Interest Period shall be extended to
the next Business Day, unless such Business Day would fall in the next
calendar month in which event such Interest Period shall end on the
immediately preceding Business Day. In the case of a Term Loan,
interest rates based on the Eurodollar Rate shall not be available to
the Debtors at such times or in such amounts as would require
prepayment of a Eurodollar Loan in order to satisfy the amortization
requirements set forth in the Note evidencing such Term Loan. No
Eurodollar Loan (Eurodollar Loans having different Interest Periods at
the same time hereunder being deemed separate Eurodollar Loans) may be
in an amount less than $250,000.00 (or the U.S. Dollar equivalent).
Upon notice to the Bank as provided in Section 2.15, the Debtors may
renew any Eurodollar Loan on the last day of the Interest Period
therefor as a Eurodollar Loan with an Interest Period of the same or
different duration in accordance with the limitations provided above.
If the Debtors shall fail to give notice to the Bank of such a
renewal, such Eurodollar Loan shall automatically become a Variable
Rate Loan on the last day of the current Interest Period.
(ii) In the case of each Fixed Rate Loan,
upon request therefor by the Debtors and subject to the Bank's sole
and absolute discretion, the Bank shall make available to the Debtors
a Fixed Rate for a designated Interest Period which shall not extend
beyond the Termination Date. In the case of a Term Loan, a Fixed Rate
shall not be available to the Debtors at such times or in such amounts
as would require prepayment of a Fixed Rate Loan in order to satisfy
the amortization requirements set forth in the Note evidencing such
Term Loan. Upon notice to the Bank as provided in Section 2.15 and
subject to the Bank's sole discretion, the Debtors may renew any Fixed
Rate Loan on the last day of the Interest Period therefor as a Fixed
Rate Loan with an Interest Period of the same or different duration in
accordance with the limitations provided above. If the Debtors shall
fail to give notice to the Bank of such a renewal, such Fixed Rate
Loan shall automatically become a Variable Rate Loan on the last day
of the current Interest Period.
7. Section 2.4(f). Section 2.4(f) of the Agreement is hereby deleted as of the
Second Amendment Date and the following substituted therefor:
(f) Accrued interest shall be due and payable in
arrears upon any payment of principal or conversion and (i) for each
Variable Rate Loan and each Fixed Rate Loan, on the first day of each
calendar month, commencing the first such date after such Loan and (ii)
for each Eurodollar Loan, on the last day of the Interest Period with
respect thereto and, in the case of an Interest Period greater than
three months, at three-month intervals after the first day of such
Interest Period provided that interest accruing after any stated or
accelerated maturity of a Note shall be due and payable from time to
time on demand of the Bank.
8. Section 2.9(a). Section 2.9(a) of the Agreement is hereby deleted as
of the Second Amendment Date and the following substituted therefor:
(a) Subject to the terms and conditions contained in
this Section 2.9 and elsewhere in this Agreement, the Debtors shall
have the right to prepay any Term Loan, at any time in whole or from
time to time in part; provided that (i) each optional partial
prepayment, except for prepayments which result in the prepayment of
all outstanding principal of such Loan, shall be in a principal amount
of not less than One Hundred Thousand Dollars ($100,000.00) and shall
be applied to installments in inverse order of their maturities; (ii)
in the case of a Eurodollar Loan or a Fixed Rate Loan, payment or
conversion may occur only on the last day of an Interest Period for
such Loan.
9. Section 2.9(e). Section 2.9 of the Agreement is hereby amended as of
the Second Amendment Date by the addition of the following Section 2.9(e)
immediately following Section 2.9(d):
(e) In the event that the Debtors prepay any Fixed
Rate Loan in full, whether such prepayment be optional or mandatory,
prior to the end of the Interest Period applicable to such Loan, such
prepayment shall be accompanied by a payment to the Bank of a premium
(as liquidated damages and not as penalty) equal to all reasonable
losses, expenses, and liabilities (including, without limitation, any
interest paid by the Bank to lenders of funds borrowed by it to make or
carry the Loan and losses sustained by the Bank in connection with the
re-employment of such funds) which the Bank may incur with respect to
such Fixed Rate Loan.
10. Section 2.13(d). Section 2.13(d) of the Agreement is hereby deleted
as of the Second Amendment Date and the following substituted therefor:
(d) The Debtors shall pay to the Bank, upon the request of the Bank,
such amount or amounts as shall be sufficient (in the reasonable
opinion of the Bank) to compensate it for any loss, cost or expense
which the Bank determines is attributable to any failure by the Debtors
to borrow, convert into or renew a Eurodollar Rate Loan or Fixed Rate
Loan to be made, converted into or renewed by the Bank on the date
specified therefor in the relevant notice under Section 2.4 or 2.15, as
the case may be.
11. Section 2.14.1. Section 2.14.1 of the Agreement is hereby deleted
as of the Second Amendment Date and the following substituted therefor:
2.14.1 Letter of Credit Facility. (a) During the
Revolving Credit Commitment Period, the Bank agrees, upon the terms and
conditions set forth in this Agreement, to issue at the request of the
Debtors and for the account of the Debtors, one or more Standby Letters
of Credit and/or Sight Letters of Credit which in the aggregate of the
face amount thereof at any one time outstanding shall not exceed the
lesser of (a) the Borrowing Base less the principal balance of all
Revolving Credit Loans or (b) FOUR MILLION AND 00/100 DOLLARS
($4,000,000.00) (the "Letter of Credit Facility"), provided that the
Bank shall not be under any obligation to issue, and shall not issue,
any Letter of Credit if (i) any order, judgment or decree of any
government authority or other regulatory body or arbitrator shall
purport by its terms to enjoin or restrain the Bank from issuing any
such Letter of Credit, or any law or governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law)
from any governmental authority or other regulatory body with
jurisdiction over the Bank shall prohibit, or request that the Bank
refrain from the issuance of Letters of Credit generally or any such
Letter of Credit in particular or shall impose upon the Bank with
respect to any such Letter of Credit any restriction or reserve or
capital requirement (for which the Bank is not otherwise compensated)
or any unreimbursed loss, cost or expense which was not applicable, in
effect or known to the Bank as of the date of this Agreement and which
the Bank in good faith deems material to it; or (ii) one or more of the
conditions to such issuance contained in Section 4.1 is not then
satisfied.
(b) In no event shall (i) the aggregate face
amount of Letter of Credit Obligations with respect to Letters of
Credit at any time exceed the lesser of (A) the Borrowing Base less the
principal balance of all Revolving Credit Loans or (B) $4,000,000; (ii)
the expiration date of any Letter of Credit, or the date for payment of
any draft presented thereunder and accepted by the Bank, be more than
twelve months after the date of issuance thereof or after the Revolving
Credit Maturity Date; or (iii) the Bank issue any Letter of Credit for
the purpose of supporting the issuance of any Letter of Credit by any
other Person.
12. Section 2.15. Section 2.15 of the Agreement is hereby deleted as of
the Second Amendment Date and the following substituted therefor:
2.15 Certain Notices. Notices by the Debtors to the Bank of
each borrowing, prepayment or conversion, and each renewal hereunder
shall be irrevocable and shall be effective only if received by the
Bank not later than 2:00 p.m. (in the case of Variable Rate Loans or
Fixed Rate Loans) and 11:00 a.m. (in the case of Eurodollar Loans),
both New York City time, and in the case of borrowings and prepayments
of, conversions into and (in the case of Eurodollar Loans or Fixed Rate
Loans) renewals of (i) Variable Rate Loans, given on the date thereof;
(ii) Eurodollar Loans, given three Business Days prior thereto, and
(iii) Fixed Rate Loans, given given one Business Day prior thereto.
Each such notice shall specify the Loans to be borrowed, prepaid,
converted or renewed and the amount and type of the Loans to be
borrowed, or converted, or prepaid or renewed (and, in the case of a
conversion, the type of Loans to result from such conversion and, in
the case of a Eurodollar Loan or Fixed Rate Loan, the Interest Period
therefor) and the date of the borrowing or prepayment, or conversion or
renewal (which shall be a Business Day).
13. Section 5.5(c). Section 5.5(c) of the Agreement is hereby deleted
as of March 31, 1996 and the following substituted therefor:
(c) within 20 days (or earlier, if practicable) after
the end of each month in which the aggregate of (i) the aggregate
principal amount of all outstanding Revolving Credit Loans plus (ii)
the Letter of Credit Obligations exceeds $5,000,000.00, a borrowing
base certificate ("Borrowing Base Certificate") in the form annexed
hereto as Exhibit E for the fiscal month of the Debtors just ended,
together with an aging summary of all Accounts Receivable;
14. Section 5.13. Section 5.13 of the Agreement is hereby deleted as of
the Second Amendment Date and the following substituted therefor:
5.13 Interest Rate Protection. At such time as the aggregate
principal balance of the Term Loans shall be equal to or exceed
$5,000,000.00, the Debtors shall enter into an interest rate swap
agreement or an interest rate cap agreement covering a notional
principal amount equal to at least 75% of the outstanding principal
amount of the Term Loans, as such amount may change from time to time,
with such counterparties and on such terms and conditions as shall be
reasonably satisfactory to the Bank. So long as the aggregate principal
balance of the Term Loans shall be equal to or exceed $5,000,000.00,
the Debtors shall re-establish such interest rate protection prior to
the expiration of any interest rate agreement entered into pursuant to
the foregoing.
15. Section 6.7(a) Section 6.7(a) of the Agreement is hereby deleted as
of the Second Amendment Date and the following substituted therefor:
6.7 Investments. (a) Own, purchase or acquire any stock,
obligations, assets or securities of, or any interest in, or make any
capital contribution or loan or advance to, any other person, or make
any other investments with an aggregate fair market value exceeding
$1,000,000.00 (valued at the time of the acquisition thereof), except
that the Debtors may (i) own, purchase or acquire certificates of
deposit of the Bank or any FDIC-insured commercial bank registered to
do business in any state of the United States having capital and
surplus in excess of $500,000,000; (ii) own, purchase or acquire
obligations of the United States government or any agency thereof which
are backed by the full faith and credit of the United States; (iii)
own, purchase or acquire commercial paper of a domestic issuer rated at
least A-1 by Standard and Poor's Corporation or P-1 by Moody's
Investors Service, Inc.; (iv) subject to the provisions of Section
6.7(b) hereof, purchase or acquire during any fiscal year of Del (a
"Fiscal Year") shares of the common stock of Del ("Common Stock") with
an aggregate fair market value of not more than $1,500,000 (valued at
the time of the acquisition thereof), and thereafter own all such
shares so purchased or acquired; (v) own, purchase, or acquire stock,
obligations and/or securities of any other person provided that such
stock, obligations and/or securities are held by the Debtors in the
deferred compensation account(s) which are maintained by Del for the
benefit of Leonard A. Trugman; and (vi) make Acquisitions with the
proceeds of Additional Term Loans provided, however, that the Bank
shall have given its prior written approval of such Acquisitions to the
extent that they exceed, in the aggregate, $3,000,000 calculated from
the First Amendment Date.
16. Exhibits. The Agreement is hereby modified as of the Second
Amendment Date by: (a) the deletion of Exhibit A and the substitution therefor
of a new Exhibit A, in the form of Exhibit 1 to this Amendment; (b) the deletion
of Exhibit A-1 and the substitution therefor of a new Exhibit A-1, in the form
of Exhibit 2 to this Amendment; and (c) the deletion of Exhibit B and the
substitution therefor of a new Exhibit B, in the form of Exhibit 3 to this
Amendment.
B. Condition of Effectiveness
The obligation of the Bank to enter into this Amendment to the Loan
Agreement and to make or provide any financial accommodation to the Debtors
pursuant to the terms of this Amendment is subject to the condition precedent
that the Bank shall have received each of the following documents, in form and
substance satisfactory to the Bank and its counsel, and each of the following
requirements shall have been fulfilled:
1. This Amendment. The Debtors and the Bank shall each have executed
and delivered this Amendment.
2. The Notes. The Debtors shall have executed and delivered to the Bank
the Term Note in the form of Exhibit 1 to this Amendment and the Revolving
Credit Note in the form of Exhibit 3 to this Amendment.
3. Evidence of Corporate Action by Company. The Bank shall have
received a certificate of the Secretary or Assistant Secretary of each of the
Debtors, dated the Second Amendment Date, in substantially the form of Exhibit 4
to this Amendment, attesting to all corporate action taken by such Debtor,
including resolutions of its Board of Directors, authorizing the execution,
delivery, and performance of this Amendment and each other document to be
delivered pursuant to or in connection with this Amendment, and including a copy
of all amendments to such Debtor's certificate of incorporation and by-laws
which are subsequent to the Restatement Date, a current good standing
certificate, and an incumbency and signature certificate.
4. Officer's Certificate. The following statements shall be true and
the Bank shall have received a certificate, dated the Second Amendment Date, in
substantially the form of Exhibit 5 to this Amendment, signed by a duly
authorized officer of each of the Debtors stating that to the best of his
knowledge:
a. The representations and warranties contained in
Section 3 of the Agreement and in each of the other
Credit Documents are correct on and as of the Second
Amendment Date, as though made on and as of such
dates; and
b. No default or Event of Default has occurred and is
continuing, or would result from the execution and
performance by the Debtors of this Amendment or the
Agreement (as amended by this Amendment) or any of
the other Credit Documents; and
c. There has been no material adverse change in the
business, operations, assets or condition, financial
or otherwise, of the Debtors since the date of the
most recent financial statements provided to the
Bank.
5. Opinion Letter. The Bank shall have received an opinion of counsel
to the Debtors, substantially in the form of Exhibit 6 to this Amendment.
6. Costs and Expenses. The Debtors shall have paid, or reimbursed the
Bank, for all costs, expenses and charges (including, without limitation, all
expenses and reasonable fees of legal counsel for the Bank) incurred in
connection with the negotiation, preparation, reproduction, execution and
delivery of this Amendment and any other instruments and documents to be
delivered hereunder.
C. Reference to and Effect on the Loan Documents
1. Upon the effectiveness of this Amendment, each reference in the
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import, and each reference in the other Credit Documents to the Agreement, shall
mean and be a reference to the Agreement as amended hereby.
2. Except as specifically amended above, the Agreement and the other
Credit Documents shall remain in full force and effect and are hereby ratified
and confirmed.
3. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Bank under any of the Credit Documents, nor constitute a
waiver of any provision of any of the Credit Documents.
D. Miscellaneous
1. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
2. Headings. Section headings in this Amendment are included herein for
convenience of reference only and do not constitute a part of this Amendment for
any other purpose.
3. Exhibits. Exhibits 1-6 shall constitute integral parts of this
Amendment.
4. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Amendment by signing any such
counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
(Corporate Seal) DEL GLOBAL TECHNOLOGIES CORP.
ATTEST: By: /S/David Engel
- ------- -------------------------------------
David Engel, Executive Vice President
/S/Michael Taber
- --------------------
Michael Taber, Secretary
(Corporate Seal) RFI CORPORATION
ATTEST: By: /S/David Engel
- ------- -------------------------------------
David Engel, Executive Vice President
/S/Michael Taber
- --------------------
Michael Taber, Secretary
(Corporate Seal) DYNARAD CORP.
ATTEST: By: /S/David Engel
- ------- -------------------------------------
David Engel, Executive Vice President
/S/Michael Taber
- --------------------
Michael Taber, Assistant Secretary
(Corporate Seal) BERTAN HIGH VOLTAGE CORP.
ATTEST: By: /S/David Engel
-------------------------------------
/S/Michael Taber David Engel, Executive Vice President
- --------------------
Michael Taber, Secretary
(Corporate Seal)
DEL MEDICAL SYSTEMS CORP.
ATTEST: By: /S/David Engel
-------------------------------------
/S/Michael Taber David Engel, Executive Vice President
- --------------------
Michael Taber, Secretary
(Corporate Seal)
GENDEX-DEL MEDICAL IMAGING CORP.
ATTEST: By: /S/David Engel
-------------------------------------
/S/Michael Taber David Engel, Executive Vice President
- --------------------
Michael Taber, Secretary
THE CHASE MANHATTAN BANK
By: /S/Thomas R. Himmelright
-------------------------------------
Thomas R. Himmelright, Vice President
STATE OF NEW YORK )
)ss.:
COUNTY OF NASSAU )
On the 17th day of October 1997, before me personally came David Engel, to
me known, who, being by me duly sworn, did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said corporation;
and that he signed his name thereto by like authority.
Christine Galway /S/Christine Galway
Notary Public, State of New York -------------------------------
No. 01GA5021498 NOTARY PUBLIC
Qualified in Nassau County
Commission Expires 12/20/97
STATE OF NEW YORK )
)ss.:
COUNTY OF NASSAU )
On the 17th day of October 1997, before me personally came David Engel, to
me known, who, being by me duly sworn, did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said corporation;
and that he signed his name thereto by like authority.
Christine Galway /S/Christine Galway
Notary Public, State of New York -------------------------------
No. 01GA5021498 NOTARY PUBLIC
Qualified in Nassau County
Commission Expires 12/20/97
STATE OF NEW YORK )
)ss.:
COUNTY OF NASSAU )
On the 17th day of October 1997, before me personally came David Engel, to
me known, who, being by me duly sworn, did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said corporation;
and that he signed his name thereto by like authority.
Christine Galway /S/Christine Galway
Notary Public, State of New York -------------------------------
No. 01GA5021498 NOTARY PUBLIC
Qualified in Nassau County
Commission Expires 12/20/97
STATE OF NEW YORK )
)ss.:
COUNTY OF NASSAU )
On the 17th day of October 1997, before me personally came David Engel, to
me known, who, being by me duly sworn, did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said corporation;
and that he signed his name thereto by like authority.
Christine Galway /S/Christine Galway
Notary Public, State of New York -------------------------------
No. 01GA5021498 NOTARY PUBLIC
Qualified in Nassau County
Commission Expires 12/20/97
STATE OF NEW YORK )
)ss.:
COUNTY OF NASSAU )
On the 17th day of October 1997, before me personally came David Engel, to
me known, who, being by me duly sworn, did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said corporation;
and that he signed his name thereto by like authority.
Christine Galway /S/Christine Galway
Notary Public, State of New York -------------------------------
No. 01GA5021498 NOTARY PUBLIC
Qualified in Nassau County
Commission Expires 12/20/97
STATE OF NEW YORK )
)ss.:
COUNTY OF NASSAU )
On the 17th day of October 1997, before me personally came David Engel, to
me known, who, being by me duly sworn, did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said corporation;
and that he signed his name thereto by like authority.
Christine Galway /S/Christine Galway
Notary Public, State of New York -------------------------------
No. 01GA5021498 NOTARY PUBLIC
Qualified in Nassau County
Commission Expires 12/20/97
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the 17th day of October 1997, before me personally came David Engel, to
me known, who, being by me duly sworn, did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said corporation;
and that he signed his name thereto by like authority.
Roberta M. Roos /S/Roberta M. Roos
Notary Public, State of New York -------------------------------
No. 4946700 NOTARY PUBLIC
Qualified in Westchester County
Commission Expires February 13, 1999
Exhibit 1 to Amendment
EXHIBIT A
REPLACEMENT TERM NOTE
$394,738.92 White Plains, New York
Dated as of August 1, 1997
FOR VALUE RECEIVED, the undersigned, DEL GLOBAL TECHNOLOGIES CORP., a
New York corporation, ("Del"), RFI CORPORATION, a Delaware corporation, ("RFI"),
DYNARAD CORP., a New York corporation, ("Dynarad"), BERTAN HIGH VOLTAGE CORP., a
New York corporation, ("Bertan High Voltage"), DEL MEDICAL SYSTEMS CORP., a New
York corporation, ("Del Medical"), and GENDEX-DEL MEDICAL IMAGING CORP., a New
York corporation ("Gendex-DMI" and together with Del, RFI, Dynarad, Bertan High
Voltage, and Del Medical hereinafter collectively referred to as the "Debtors"),
hereby jointly and severally, promise to pay to the order of THE CHASE MANHATTAN
BANK (the "Bank"), at 106 Corporate Park Drive, White Plains, New York, the
principal sum of THREE HUNDRED NINETY-FOUR THOUSAND SEVEN HUNDRED THIRTY-EIGHT
AND 92/100 DOLLARS ($394,738.92), in lawful money of the United States of
America in immediately available funds, payable in fifteen (15) consecutive
quarterly installments in the amount of TWENTY-SIX THOUSAND THREE HUNDRED
FIFTEEN AND 27/100 DOLLARS ($26,315.27) each. The aforementioned payments shall
be payable on the last day of each fiscal quarter of Del, the first such payment
being due and payable on October 31, 1997, and continuing thereafter until the
entire unpaid principal balance of the Term Loan, together with all accrued and
unpaid interest, shall be paid in full on April 30,
2001. The Debtors further, jointly and severally, promise to pay interest at
said office in like money from the date hereof on the unpaid principal amount
hereof outstanding from time to time (i) at the Variable Rate plus the
applicable Margin, or (ii) at the election of the Debtors, and pursuant to
Section 2.4(c) of the Credit Agreement, (a) at the Eurodollar Rate plus the
applicable Margin or (b) at the Fixed Rate. Interest shall be computed on the
basis of a three hundred sixty (360) day year for actual days elapsed and shall
be payable pursuant to Section 2.4(f) of the Credit Agreement. Interest
calculated in relation to the Variable Rate shall change when the Variable Rate
changes. The applicable Margin shall be determined pursuant to Section 2.4(d) of
the Credit Agreement.
In the event that the Debtors prepay or convert any Eurodollar Loan
prior to the end of the Interest Period applicable to such loan, such prepayment
or conversion shall be accompanied by a fee pursuant to Section 2.9(d) of the
Credit Agreement. In the event that the Debtors prepay or convert any Fixed Rate
Loan prior to the end of the Interest Period applicable to such loan, such
prepayment or conversion shall be accompanied by a fee pursuant to Section
2.9(e) of the Credit Agreement.
"Payments". All payments made pursuant to the Term Loan shall be made in Dollars
in immediately available funds not later than 1:00 p.m. New York City time on
the relevant dates specified herein (each such payment made after such time on
such due date shall be deemed to have been made on the next succeeding Banking
Day) at the Principal Office for the account of the Lending Office of the Bank.
The Bank may (but shall not be obligated to) debit the amount of any such
payment which is not made by such time to any ordinary deposit account of the
Debtors with the Bank. The Debtors shall, at the time of making each payment
under the Term Loan, specify to the Bank the principal or other amount payable
by the Debtors under the Term Loan to which such payment is to be applied (if a
Default or Event of Default has occurred and is continuing, the Bank may apply
such payment as it may elect in its sole discretion). If the due date of any
payment under the Term Loan would otherwise fall on a day which is not a
"Banking Day", such date shall be extended to the next succeeding Banking Day
and interest shall be payable for any principal so extended for the period of
such extension.
This Note is the Term Note referred to in the Amended and Restated
Credit Agreement dated as of March 5, 1996 by and among the Debtors and the Bank
and amended by First Amendment to Amended and Restated Credit Agreement dated as
of August 2, 1996 and by Second Amendment to Amended and Restated Credit
Agreement dated as of August 1, 1997 (as such may hereafter be amended, modified
or restated, the "Credit Agreement") and is entitled to the benefits and is
otherwise subject to the provisions thereof and may be, or may be required to
be, prepaid in whole or in part as provided therein. Terms defined in the Credit
Agreement shall have their defined meanings when used in this Note unless
otherwise defined herein. This Note is a restatement and replacement of and not
in addition to the term note in the original principal amount of $500,000.00
dated as of August 2, 1996 made by the Debtors for the benefit of the Bank,
which itself is a restatement and replacement of and not in addition to the term
note in the original principal amount of $10,000,000.00 dated March 5, 1996 made
by the Debtors for the benefit of the Bank, which itself is a restatement and
replacement of and not in addition to the term note in the original principal
amount of $2,250,000.00 dated January 27, 1995 made by Del, RFI, Dynarad, Bertan
High Voltage, and Del Medical for the benefit of the Bank, which itself is a
restatement and replacement of and not in addition to the term note in the
original principal amount of $2,357,148.00 dated November 4, 1994 made by Del,
RFI, Dynarad, Bertan High Voltage, and Del Medical for the benefit of the Bank,
which itself is a restatement and replacement of and not in addition to the term
note in the original principal amount of $2,571,432.00 dated May 10, 1994 made
by Del, RFI, Dynarad and Bertan High Voltage for the benefit of the Bank, which
itself is a restatement and replacement of and not in addition to the term note
in the original principal amount of $5,400,000 dated December 12, 1989 made by
Del and RFI for the benefit of the Bank's predecessor-in-interest, as heretofore
amended.
The Debtors, jointly and severally, promise to pay interest, on demand,
on any overdue principal and, to the extent permitted by law, overdue interest
from the due dates of such principal and interest at a rate determined as set
forth in the Credit Agreement.
The Debtors hereby waive presentment, demand, protest and notice of any
kind whatsoever. The nonexercise by the holder of any of its rights hereunder in
any particular instance shall not constitute a waiver thereof in that or any
subsequent instance.
Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall be, or may be declared to be, immediately due and payable as provided
in the Credit Agreement.
LOAN SCHEDULE: All borrowings evidenced by this Note and all payments
and prepayments and the respective dates thereof shall be endorsed by the Bank
on the schedule attached hereto and made a part hereof, or on the continuation
thereof which shall be attached hereto and made a part hereof, or otherwise
recorded by the Bank in its internal records; provided, however, that the
failure of the Bank to make such notation or any error in such notation shall
not in any manner affect the obligation of the Debtors to make payments of
principal and interest in accordance with the terms of this Note and the Credit
Agreement.
This Note may not be changed, modified, or terminated orally, but only
by an agreement in writing signed by the Debtors or any successors or assigns of
the Debtors and the Bank or any holder hereof.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW DOCTRINE, AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
(Corporate Seal) DEL GLOBAL TECHNOLOGIES CORP.
ATTEST: By: _________________________________
David Engel, Executive Vice President
- --------------------
Michael Taber, Secretary
(Corporate Seal) RFI CORPORATION
ATTEST: By: _________________________________
David Engel, Executive Vice President
- --------------------
Michael Taber, Secretary
(Corporate Seal) DYNARAD CORP.
ATTEST: By: _________________________________
David Engel, Executive Vice President
- --------------------
Michael Taber, Assistant Secretary
(Corporate Seal) BERTAN HIGH VOLTAGE CORP.
ATTEST: By: _________________________________
David Engel, Executive Vice President
- --------------------
Michael Taber, Secretary
(Corporate Seal)
DEL MEDICAL SYSTEMS CORP.
ATTEST: By: _________________________________
David Engel, Executive Vice President
- --------------------
Michael Taber, Secretary
(Corporate Seal)
GENDEX-DEL MEDICAL IMAGING CORP.
ATTEST: By: _________________________________
David Engel, Executive Vice President
- --------------------
Michael Taber, Secretary
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of October 1997, before me personally came David
Engel, to me known, who, being by me duly sworn, did depose and say that he
resides at _____________________________, that he is the Executive Vice
President of DEL GLOBAL TECHNOLOGIES CORP., the corporation described in and
which executed the foregoing instrument; that it was so executed by order of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.
-------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of October 1997, before me personally came David
Engel, to me known, who, being by me duly sworn, did depose and say that he
resides at _____________________________, that he is the Executive Vice
President of RFI CORPORATION, the corporation described in and which executed
the foregoing instrument; that it was so executed by order of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
-------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of October 1997, before me personally came David
Engel, to me known, who, being by me duly sworn, did depose and say that he
resides at _____________________________, that he is the Executive Vice
President of DYNARAD CORP., the corporation described in and which executed the
foregoing instrument; that it was so executed by order of the Board of Directors
of said corporation; and that he signed his name thereto by like authority.
------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of October 1997, before me personally came David
Engel, to me known, who, being by me duly sworn, did depose and say that he
resides at _____________________________, that he is the Executive Vice
President of BERTAN HIGH VOLTAGE CORP., the corporation described in and which
executed the foregoing instrument; that it was so executed by order of the Board
of Directors of said corporation; and that he signed his name thereto by like
authority.
------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of October 1997, before me personally came David
Engel, to me known, who, being by me duly sworn, did depose and say that he
resides at _____________________________, that he is the Executive Vice
President of DEL MEDICAL SYSTEMS CORP., the corporation described in and which
executed the foregoing instrument; that it was so executed by order of the Board
of Directors of said corporation; and that he signed his name thereto by like
authority.
------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of October 1997, before me personally came David
Engel, to me known, who, being by me duly sworn, did depose and say that he
resides at _____________________________, that he is the Executive Vice
President of GENDEX-DEL MEDICAL IMAGING CORP., the corporation described in and
which executed the foregoing instrument; that it was so executed by order of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.
------------------------------
NOTARY PUBLIC
Table Deleted
Exhibit 2 to Amendment
EXHIBIT A-1
ADDITIONAL TERM NOTE
$_______________ White Plains, New York
Dated:_______________
FOR VALUE RECEIVED, the undersigned, DEL GLOBAL TECHNOLOGIES CORP., a
New York corporation, ("Del"), RFI CORPORATION, a Delaware corporation, ("RFI"),
DYNARAD CORP., a New York corporation, ("Dynarad"), BERTAN HIGH VOLTAGE CORP., a
New York corporation, ("Bertan High Voltage"), DEL MEDICAL SYSTEMS CORP., a New
York corporation, ("Del Medical"), and GENDEX-DEL MEDICAL IMAGING CORP., a New
York corporation ("Gendex-DMI" and together with Del, RFI, Dynarad, Bertan High
Voltage, and Del Medical hereinafter collectively referred to as the "Debtors"),
hereby jointly and severally, promise to pay to the order of THE CHASE MANHATTAN
BANK (the "Bank"), at 106 Corporate Park Drive, White Plains, New York, the
principal sum of ________________________________________ DOLLARS
($___________), in lawful money of the United States of America in immediately
available funds, payable in ___________ (___) consecutive quarterly installments
in the amount of
___________________________ DOLLARS ($_______) each. The aforementioned payments
shall be payable on the last day of each fiscal quarter of Del, the first such
payment being due and payable on _________________, and continuing thereafter
until the entire unpaid principal balance of this Additional Term Loan, together
with all accrued and unpaid interest, shall be paid in full on April 30, 2001.
The Debtors further, jointly and severally, promise to pay interest at said
office in like money from the date hereof on the unpaid principal amount hereof
outstanding from time to time (i) at the Variable Rate plus the applicable
Margin or (ii) at the election of the Debtors, and pursuant to Section 2.4(c) of
the Credit Agreement, (a) at the Eurodollar Rate plus the applicable Margin or
(b) at the Fixed Rate. Interest shall be computed on the basis of a three
hundred sixty (360) day year for actual days elapsed and shall be payable
pursuant to Section 2.4(f) of the Credit Agreement. Interest calculated in
relation to the Variable Rate shall change when the Variable Rate changes. The
applicable Margin shall be determined pursuant to Section 2.4(d) of the Credit
Agreement.
In the event that the Debtors prepay or convert any Eurodollar Loan
prior to the end of the Interest Period applicable to such loan, such prepayment
or conversion shall be accompanied by a fee pursuant to Section 2.9(d) of the
Credit Agreement. In the event that the Debtors prepay or convert any Fixed Rate
Loan prior to the end of the Interest Period applicable to such loan, such
prepayment or conversion shall be accompanied by a fee pursuant to Section
2.9(e) of the Credit Agreement.
"Payments". All payments made pursuant to the Term Loan shall be made
in Dollars in immediately available funds not later than 1:00 p.m. New York City
time on the relevant dates specified herein (each such payment made after such
time on such due date shall be deemed to have been made on the next succeeding
Banking Day) at the Principal Office for the account of the Lending Office of
the Bank. The Bank may (but shall not be obligated to) debit the amount of any
such payment which is not made by such time to any ordinary deposit account of
the Debtors with the Bank. The Debtors shall, at the time of making each payment
under the Term Loan, specify to the Bank the principal or other amount payable
by the Debtors under the Term Loan to which such payment is to be applied (if a
Default or Event of Default has occurred and is continuing, the Bank may apply
such payment as it may elect in its sole discretion). If the due date of any
payment under the Term Loan would otherwise fall on a day which is not a
"Banking Day", such date shall be extended to the next succeeding Banking Day
and interest shall be payable for any principal so extended for the period of
such extension.
This Note is an Additional Term Note referred to in the Amended and
Restated Credit Agreement dated as of March 5, 1996 by and among the Debtors and
the Bank and amended by First Amendment to Amended and Restated Credit Agreement
dated as of August 2, 1996 and by Second Amendment to Amended and Restated
Credit Agreement dated as of August 1, 1997 (as such may hereafter be amended,
modified or restated, the "Credit Agreement") and is entitled to the benefits
and is otherwise subject to the provisions thereof and may be, or may be
required to be, prepaid in whole or in part as provided therein. Terms defined
in the Credit Agreement shall have their defined meanings when used in this Note
unless otherwise defined herein.
The Debtors, jointly and severally, promise to pay interest, on demand,
on any overdue principal and, to the extent permitted by law, overdue interest
from the due dates of such principal and interest at a rate determined as set
forth in the Credit Agreement.
The Debtors hereby waive presentment, demand, protest and notice of any
kind whatsoever. The nonexercise by the holder of any of its rights hereunder in
any particular instance shall not constitute a waiver thereof in that or any
subsequent instance.
Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall be, or may be declared to be, immediately due and payable as provided
in the Credit Agreement.
LOAN SCHEDULE: All borrowings evidenced by this Note and all payments
and prepayments and the respective dates thereof shall be endorsed by the Bank
on the schedule attached hereto and made a part hereof, or on the continuation
thereof which shall be attached hereto and made a part hereof, or otherwise
recorded by the Bank in its internal records; provided, however, that the
failure of the Bank to make such notation or any error in such notation shall
not in any manner affect the obligation
of the Debtors to make payments of principal and interest in accordance with the
terms of this Note and the Credit Agreement.
This Note may not be changed, modified, or terminated orally, but only
by an agreement in writing signed by the Debtors or any successors or assigns of
the Debtors and the Bank or any holder hereof.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW DOCTRINE, AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
(Corporate Seal) DEL GLOBAL TECHNOLOGIES CORP.
ATTEST: By: _________________________________
Name:
____________________ Title:
, Secretary
(Corporate Seal) RFI CORPORATION
ATTEST: By: _________________________________
Name:
____________________ Title:
, Secretary
(Corporate Seal) DYNARAD CORP.
ATTEST: By: _________________________________
Name:
____________________ Title:
, Secretary
(Corporate Seal) BERTAN HIGH VOLTAGE CORP.
ATTEST: By: _________________________________
Name:
____________________ Title:
, Secretary
(Corporate Seal)
DEL MEDICAL SYSTEMS CORP.
ATTEST: By: _________________________________
Name:
____________________ Title:
, Secretary
(Corporate Seal)
GENDEX-DEL MEDICAL IMAGING CORP.
ATTEST: By: _________________________________
Name:
____________________ Title:
, Secretary
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of ___________________, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he resides at _____________________________, that he is the
_________________________ of DEL GLOBAL TECHNOLOGIES CORP., the corporation
described in and which executed the foregoing instrument; that it was so
executed by order of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
-------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of ___________________, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he resides at _____________________________, that he is the
_________________________ of RFI CORPORATION, the corporation described in and
which executed the foregoing instrument; that it was so executed by order of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.
-------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of ___________________, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he resides at _____________________________, that he is the
_________________________ of DYNARAD CORP., the corporation described in and
which executed the foregoing instrument; that it was so executed by order of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.
------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of ___________________, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he resides at _____________________________, that he is the
_________________________ of BERTAN HIGH VOLTAGE CORP., the corporation
described in and which executed the foregoing instrument; that it was so
executed by order of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of ___________________, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he resides at _____________________________, that he is the
_________________________ of DEL MEDICAL SYSTEMS CORP., the corporation
described in and which executed the foregoing instrument; that it was so
executed by order of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of ___________________, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he resides at _____________________________, that he is the
_________________________ of GENDEX-DEL MEDICAL IMAGING CORP., the corporation
described in and which executed the foregoing instrument; that it was so
executed by order of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
------------------------------
NOTARY PUBLIC
Table Deleted
Exhibit 3 to Amendment
EXHIBIT B
REPLACEMENT REVOLVING CREDIT NOTE
$14,000,000.00 White Plains, New York
Dated as of August 1, 1997
FOR VALUE RECEIVED, the undersigned, DEL GLOBAL TECHNOLOGIES CORP., a
New York corporation, ("Del"), RFI CORPORATION, a Delaware corporation, ("RFI"),
DYNARAD CORP., a New York corporation, ("Dynarad"), BERTAN HIGH VOLTAGE CORP., a
New York corporation, ("Bertan High Voltage"), DEL MEDICAL SYSTEMS CORP., a New
York corporation, ("Del Medical"), and GENDEX-DEL MEDICAL IMAGING CORP., a New
York corporation ("Gendex-DMI" and together with Del, RFI, Dynarad, Bertan High
Voltage, and Del Medical hereinafter collectively referred to as the "Debtors"),
hereby jointly and severally, promise to pay to the order of THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATION) (the "Bank"), at 1 Chase Manhattan Plaza, New York,
New York, on the Revolving Credit Maturity Date, the lesser of the principal sum
of FOURTEEN MILLION and 00/100 DOLLARS ($14,000,000) or the aggregate unpaid
principal amount of all Revolving Credit Loans to the Debtors from the Bank
pursuant to Section 2.2 of the Amended and Restated Credit Agreement dated as of
March 5, 1996, by and among the Debtors and the Bank and amended by First
Amendment to Amended and Restated Credit Agreement dated as of August 2, 1996
and by Second Amendment to Amended and Restated Credit Agreement dated as of
August 1, 1997 (as such may hereafter be amended, modified or restated, the
"Credit Agreement"), in lawful money of the United States of America in
immediately available funds, and to pay interest from the date hereof on the
principal amount hereof from time to time outstanding, in like funds, at the
Bank's office, (i) at the Variable Rate plus the applicable Margin, or (ii) at
the election of the Debtors, and pursuant to Section 2.4(c) of the Credit
Agreement, (a) at the Eurodollar Rate plus the applicable Margin or (b) at the
Fixed Rate. Interest shall be computed on the basis of a three hundred sixty
(360) day year for actual days elapsed and shall be payable pursuant to Section
2.4(f) of the Credit Agreement. Interest calculated in relation to the Variable
Rate shall change when the Variable Rate changes. The applicable Margin shall be
determined pursuant to Section 2.4(e) of the Credit Agreement
In the event that the Debtors prepay or convert any Eurodollar Loan
prior to the end of the Interest Period applicable to such Loan, such prepayment
or conversion shall be accompanied by a fee pursuant to Section 2.9(d) of the
Credit Agreement. In the event that the Debtors prepay or convert any Fixed Rate
Loan prior to the end of the Interest Period applicable to such Loan, such
prepayment or conversion shall be accompanied by a fee pursuant to Section
2.9(e) of the Credit Agreement.
"Payments". All payments made pursuant to the Revolving Credit Loan
shall be made in Dollars in immediately available funds not later than 1:00 p.m.
New York City time on the relevant dates specified herein (each such payment
made after such time on such due date shall be deemed to have been made on the
next succeeding Banking Day) at the Principal Office for the account of the
Lending Office of the Bank. The Bank may (but shall not be obligated to) debit
the amount of any such payment which is not made by such time to any ordinary
deposit account of the Debtors with the Bank. The Debtors shall, at the time of
making each payment under the Revolving Credit Loan, specify to the Bank the
principal or other amount payable by the Debtors under the Revolving Credit Loan
to which such payment is to be applied (if a Default or Event of Default has
occurred and is continuing, the Bank may apply such payment as it may elect in
its sole discretion). If the due date of any payment under the Revolving Credit
Loan would otherwise fall on a day which is not a "Banking Day", such date shall
be extended to the next succeeding Banking Day and interest shall be payable for
any principal so extended for the period of such extension.
This Note is the Revolving Credit Note referred to in the Credit
Agreement and is entitled to the benefits and is otherwise subject to the
provisions thereof and may be, or may be required to be, prepaid in whole or in
part as provided therein. Terms defined in the Credit Agreement shall have their
defined meanings when used in this Note unless otherwise defined herein. This
Note is a restatement and replacement of and not in addition to the revolving
credit note in the original principal amount of $14,000,000 dated as of March 5,
1996 made by the Debtors for the benefit of the Bank, which itself is a
restatement and replacement of and not in addition to the revolving credit note
in the original principal amount of $10,000,000 dated January 27, 1995 made by
Del, RFI, Dynarad, Bertan High Voltage, and Del Medical for the benefit of the
Bank, which itself is a restatement and replacement of and not in addition to
the revolving credit note in the original principal amount of $10,000,000 dated
November 4, 1994 made by Del, RFI, Dynarad, Bertan High Voltage, and Del Medical
for the benefit of the Bank, which itself is a restatement and replacement of
and not in addition to the revolving credit note in the original principal
amount of $10,000,000 dated May 10, 1994 made by Del, RFI, Dynarad and Bertan
High Voltage for the benefit of the Bank, which itself is a restatement and
replacement of and not in addition to the revolving credit note in the original
principal amount of $2,000,000 dated December 12, 1989 made by Del and RFI for
the benefit of the Bank's predecessor-in-interest, as heretofore amended.
The Debtors, jointly and severally, promise to pay interest, on demand,
on any overdue principal and, to the extent permitted by law, overdue interest
from the due dates of such principal and interest at a rate determined as set
forth in the Credit Agreement.
The Debtors hereby waive presentment, demand, protest and notice of any
kind whatsoever. The nonexercise by the holder of any of its rights hereunder in
any particular instance shall not constitute a waiver thereof in that or any
subsequent instance.
Upon the occurrence of any one or more of the Events of Default specified in the
Credit Agreement, all amounts then remaining unpaid on this Note shall be, or
may be declared to be, immediately due and payable as provided in the Credit
Agreement.
PAYMENT GRID: All borrowings evidenced by the Revolving Credit Note and
all payments and prepayment of the principal hereof and interest hereon and the
respective dates thereof shall be endorsed by the Bank on the schedule attached
hereto and made a part hereof, or on a continuation thereof which shall be
attached hereto and made a part hereof, or otherwise recorded by the Bank in its
internal records; provided, however, that the failure of the Bank to make such
notation or any error in such notation shall not in any manner affect the
obligation of the Debtors to make payments of principal and interest in
accordance with the terms of the Revolving Credit Note, as modified by this
Agreement, and the Credit Agreement.
This Note may not be changed, modified, or terminated orally, but only
by an agreement in writing signed by the Debtors or any successors or assigns of
the Debtors and the Bank or any holder hereof.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW DOCTRINE, AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
(Corporate Seal) DEL GLOBAL TECHNOLOGIES CORP.
ATTEST: By: _________________________________
David Engel, Executive Vice President
- --------------------
Michael Taber, Secretary
(Corporate Seal) RFI CORPORATION
ATTEST: By: _________________________________
David Engel, Executive Vice President
- --------------------
Michael Taber, Secretary
(Corporate Seal) DYNARAD CORP.
ATTEST: By: _________________________________
David Engel, Executive Vice President
- --------------------
Michael Taber, Assistant Secretary
(Corporate Seal) BERTAN HIGH VOLTAGE CORP.
ATTEST: By: _________________________________
David Engel, Executive Vice President
- --------------------
Michael Taber, Secretary
(Corporate Seal)
DEL MEDICAL SYSTEMS CORP.
ATTEST: By: _________________________________
David Engel, Executive Vice President
- --------------------
Michael Taber, Secretary
(Corporate Seal)
GENDEX-DEL MEDICAL IMAGING CORP.
ATTEST: By: _________________________________
David Engel, Executive Vice President
- --------------------
Michael Taber, Secretary
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of October 1997, before me personally came David
Engel, to me known, who, being by me duly sworn, did depose and say that he
resides at _____________________________, that he is the Executive Vice
President of DEL GLOBAL TECHNOLOGIES CORP., the corporation described in and
which executed the foregoing instrument; that it was so executed by order of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.
-------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of October 1997, before me personally came David
Engel, to me known, who, being by me duly sworn, did depose and say that he
resides at _____________________________, that he is the Executive Vice
President of RFI CORPORATION, the corporation described in and which executed
the foregoing instrument; that it was so executed by order of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
-------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of October 1997, before me personally came David
Engel, to me known, who, being by me duly sworn, did depose and say that he
resides at _____________________________, that he is the Executive Vice
President of DYNARAD CORP., the corporation described in and which executed the
foregoing instrument; that it was so executed by order of the Board of Directors
of said corporation; and that he signed his name thereto by like authority.
------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of October 1997, before me personally came David
Engel, to me known, who, being by me duly sworn, did depose and say that he
resides at _____________________________, that he is the Executive Vice
President of BERTAN HIGH VOLTAGE CORP., the corporation described in and which
executed the foregoing instrument; that it was so executed by order of the Board
of Directors of said corporation; and that he signed his name thereto by like
authority.
------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of October 1997, before me personally came David
Engel, to me known, who, being by me duly sworn, did depose and say that he
resides at _____________________________, that he is the Executive Vice
President of DEL MEDICAL SYSTEMS CORP., the corporation described in and which
executed the foregoing instrument; that it was so executed by order of the Board
of Directors of said corporation; and that he signed his name thereto by like
authority.
------------------------------
NOTARY PUBLIC
STATE OF NEW YORK )
)ss.:
COUNTY OF WESTCHESTER )
On the _______ day of October 1997, before me personally came David
Engel, to me known, who, being by me duly sworn, did depose and say that he
resides at _____________________________, that he is the Executive Vice
President of GENDEX-DEL MEDICAL IMAGING CORP., the corporation described in and
which executed the foregoing instrument; that it was so executed by order of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.
------------------------------
NOTARY PUBLIC
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