Waiver Agreement to Loan and Security Agreement between North Fork Business Capital and Del Global Technologies Corp. et al.

 Exhibit 10.53 NORTH FORK BUSINESS CAPITAL June 13, 2006 Del Global Technologies Corp. One Commerce Park Valhalla, New York 10595 Re: Loan and Security Agreement by and among Del Global Technologies Corp., Del Medical Imaging Corp., RFI Corporation and North Fork Business Capital Corporation Gentlemen: Reference is made to the Loan and Security Agreement dated as of August 1, 2005 (as amended from time to time, the "Loan Agreement"), by and among Del Global Technologies Corp., Del Medical Imaging Corp., and RFI Corporation (each a "Borrower" and collectively the "Borrowers"), and North Fork Business Capital Corporation (hereinafter referred to as the "Lender"). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Loan Agreement. Borrowers have advised Lender that Events of Default have occurred under Sections 9.1 of the Loan Agreement as a result of Borrowers' failure to comply with the financial covenants set forth in the following Sections of the Loan Agreement for the measurement period ended April 29, 2006: Sections 8.1(b) (Adjusted U.S. Earnings); 8.2(b) (Adjusted Earnings); 8.3(b) (Senior U.S. Debt Ratio); 8.4 (Senior Debt Ratio); 8.5(b) (Fixed Charge Coverage Ratio); 8.6 (Tangible Net Worth); and 8.7 (Capital Expenditures). Borrowers have requested that the Lender waive compliance with, or any Events of Default arising from breaches of such covenants. Pursuant to Borrowers' request and in accordance with the conditions contained herein, the Lender hereby waives compliance with, or any Events of Default arising from breaches of such covenants for the period ended April 29, 2006. The agreement of the Lender set forth in this letter is limited and shall not be deemed to be an agreement, consent or waiver of (i) any other term, condition or obligation of the Borrowers under the Loan Agreement or any other Loan Document or (ii) any other act, event or condition (whether now existing or hereafter occurring), or prejudice any right or remedy which the Lender may now have or have in the future under or in connection with the Loan Agreement, any Loan Document or any other security provided by any Person in respect thereof. The agreement, consent and waivers of the Lender set forth in this letter only apply to the waivers specifically set forth herein. Additionally, Lender's agreement to waive the Events of Default set forth herein is conditioned upon (i) Borrowers paying to Lender a waiver fee in the amount of $20,000 no later than November 1, 2006; and (ii) the immediate termination of Borrowers' option to request LIBOR Rate Advances until such time as Lender, in its sole discretion, determines to allow such advances.  NORTH FORK BUSINESS CAPITAL Except as expressly stated herein, the Lender reserves all its respective rights, privileges and remedies under the Loan Agreement, the other Loan Documents and any other contracts or instruments executed by Borrowers for the benefit of the Lender and the Borrowers acknowledge that all representations and warranties contained in the Loan Agreement and the other Loan Documents remain in full force and effect. In order to induce the Lender to execute this letter, the Borrowers accept and agree to each provision of this letter. This letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. Notwithstanding any provision of this letter, this letter and the waivers herein provided shall not be effective in whole or in part unless and until the Lender shall have received an original of this letter which has been duly signed by the Borrowers, and the Lender may withdraw this letter and the waivers herein provided at any time before Lender's receipt of Borrowers' signed copy of this letter. This letter is executed as of the date first written above, Very truly yours, NORTH FORK BUSINESS CAPITAL CORPORATION, as Lender By: /s/ Jason I. Rosenberg ------------------------------ Name: Jason I. Rosenberg ---------------------------- Title: Vice President --------------------------- AGREED AND ACKNOWLEDGED: Del Global Technologies Corp. By: /s/ Mark A. Koch ------------------------------ Name: Mark A. Koch ---------------------------- Title: Treasurer --------------------------- Del Medical Imaging Corp. By: /s/ Mark A. Koch ------------------------------ Name: Mark A. Koch ---------------------------- Title: Treasurer ---------------------------  NORTH FORK BUSINESS CAPITAL RFI Corporation By: /s/ Mark A. Koch ------------------------------ Name: Mark A. Koch ---------------------------- Title: Treasurer ---------------------------