EXHIBIT 10.02
SECOND AMENDMENT TO LOAN AGREEMENT
The Second Amendment to Loan Agreement (this "Agreement") is entered
into as of the 1st day of August, 2005, by and between Del Global Technologies
Corp. ("Del Global") and Villa Sistemi Medicali, S.p.A. ("Villa").
BACKGROUND
Del Global and Villa are parties to a Loan Agreement dated September
23, 2004 (as amended, restated, supplemented or otherwise modified from time to
time, the "Loan Agreement") pursuant to which Del Global has borrowed the
principal sum of Euro 500,00 from Villa; and
Del Global has requested that Villa extend the Period of the Loan
Agreement and provide for subordination to North Fork Business Capital
Corporation and Villa is willing to do so.
NOW, THEREFORE, for 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. The Loan Agreement is hereby amended
as follows:
(a) Section 2 is amended in its entirety to provide as follows:
"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)
October 30, 2006 (the "Period")."
(b) Section 3 is amended in its entirety to provide as follows:
"Interest is payable on the principal amount of the Loan at the
end of the Period at 8% per annum. Interest will be computed on the
basis of actual number of days on a 360-day year."
(c) Section 8(a) is amended in its entirety to provide as follows:
"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 in cash of all Obligations as defined in that
certain Loan and Security Agreement, dated as of August 1, 2005,
among you, RFI Corporation, Del Medical Imaging Corp. and North Fork
Business Capital Corporation (collectively with any other holder of
Senior Obligations from time to time, the "Lender"), as the same may
be amended, restated, supplemented or otherwise modified from time
to time (the "Loan Agreement," and such Obligations, together with
any refinancing thereof, the "Senior Obligations"), and that the
subordination is for the benefit of the Lender. Lender is made an
obligee hereunder and it may enforce such provisions directly."
3. GOVERNING LAW. This Agreement is governed by the laws of Italy.
4. COUNTERPARTS. This Agreement may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which when taken together shall constitute one and the same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.
5. FULL FORCE AND EFFECT. Except as expressly amended hereby, the
Loan Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the
day and year first written above.
Villa Sistemi Medicali, S.p.A.
By: /s/ X. Xxxxxxxxx
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Name: X. Xxxxxxxxx
Title: Managing Director
Del Global Technologies Corp.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: President & CEO
