**Exhibit 10.62****WAIVER AND THIRD AMENDMENT**     **WAIVER AND THIRD AMENDMENT,**dated as of October 25, 2006 (this “Amendment”), to the Loan andSecurity Agreement, dated as of August 1, 2005 (the “Loan Agreement”), among Del GlobalTechnologies Corp. (“Del Global”), RFI Corporation and Del Medical Imaging Corp. (collectively, the“Borrowers”) and North Fork Business Capital Corporation (the “Lender”). Capitalized terms usedherein and not otherwise defined herein shall have the meanings ascribed to such terms in the LoanAgreement.**W I T N E S S E T H :**     **WHEREAS**, the Borrowers and the Lender are parties to the Loan Agreement, under which theLender has agreed to make, and has made, Loans and other extensions of credit and accommodations tothe Borrowers on the terms and subject to the conditions set forth therein; and     **WHEREAS**, the Borrowers have requested that the Lender agree, and the Lender has agreed, (i) towaive Events of Default that have occurred and are continuing and (ii) to amend certain provisionsof the Loan Agreement, each upon the terms and subject to the conditions set forth herein.     **NOW, THEREFORE,**the Borrowers and the Lender agree as follows:     **SECTION 1****Waiver****.**Effective as of the date hereof, the Lender hereby waivescompliance with Sections 8.1(b), 8.2, 8.3(b), 8.4, 8.5(b) and 8.7 of the Loan Agreement solely tothe extent of the Borrowers’ failure to comply with the covenant contained therein for the periodended July 31, 2006.     **SECTION 2****Amendments to the Loan Agreement**. Effective as of the date hereof, the LoanAgreement is amended as follows:(a) The definition of “Adjusted U.S. Earnings” contained in Section 1.1 of the Loan Agreementis amended and restated as follows:“Adjusted U.S. Earnings” means Adjusted Earnings withoutgiving effect to the net income of Villa Sistemi or any adjustmentsthereto, but including any dividends received from Villa Sistemi.”(b) Section 7.2(c) is amended and restated as follows:“(c) Corporate Changes, Etc. Each Borrower will not, andwill not permit any of its Subsidiaries to, directly or indirectly,merge or consolidate with any Person or amend, alter or modify itsGoverning Documents or its legal name, mailing address, chiefexecutive office or principal places of business, structure, statusor existence, or liquidate or dissolve itself (or suffer anyliquidation or dissolution) or issue any capital stock or otherequity interests
 

 
other than (i) the issuance of shares of capitalstock by Del Global upon the exercise of warrants for shares ofcapital stock of Del Global or the issuance of any other capitalstock of Del Global so long as all the Net Cash Proceeds thereof areapplied to the outstanding amount of the Loans within three BusinessDays of receipt thereof ; (ii) the issuance of shares of capitalstock by Del Global in exchange for shares of Villa Sistemi’scapital stock not owned by Del Global as of the Closing Date; (iii)the issuance of shares of capital stock of Del Global in connectionwith a rights offering, in form and substance satisfactory to theLender and (iv) an amendment to the certificate of incorporation ofDel Global to increase the aggregate number of shares of commonstock authorized to be issued by Del Global from 20,000,000 to50,000,000.”(c) Section 8.1(b) is amended and restated as follows:“(b) After the Lender receives the Financial Statements and otherdocuments required under Section 7.1(k)(i) with respect to thefiscal year ended July 29, 2006 and so long as no Default hasoccurred and is continuing and ExcessAvailability is at least$500,000, the Adjusted U.S. Earnings for any period set forth belowshall not be less than the amount set forth below opposite suchperiod:       Minimum Adjusted U.S. Period Earnings      November 1, 2005 through October 31, 2006 $250,000 February 1, 2006 through January 31, 2007  300,000 May 1, 2006 through April 30, 2007  1,100,000 August 1, 2006 through July 31, 2007  1,750,000 Each period of four consecutive fiscal quarters endingJanuary 31, April 30, July 31 and October 31 of eachfiscal year thereafter  1,750,000 (d) Section 8.2 is amended and restated as follows:     “SECTION 8.2 Adjusted Earnings. The Adjusted Earnings for any period setforth below shall not be less than the amount set forth below opposite such period:
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       Minimum Adjusted Period Earnings      November 1, 2005 through October 31, 2006 $3,250,000 February 1, 2006 through January 31, 2007  3,400,000 May 1, 2006 through April 30, 2007  4,750,000 August 1, 2006 through July 31, 2007  5,500,000 Each period of four consecutive fiscal quarters endingJanuary 31, April 30, July 31 and October 31 of eachfiscal year thereafter  5,500,000 (e) Section 8.3(b) is amended and restated as follows:“(b) After the Lender receives the Financial Statements and otherdocuments required under Section 7.1(k)(i) with respect to thefiscal year ended July 29, 2006 and so long as no Default hasoccurred and is continuing and Excess Availability is at least$500,000, the ratio of (i) the outstanding amount of all Loans andall outstanding Letters of Credit to (ii) Adjusted U.S. Earnings (onan annualized basis) shall not, as of the last day of any period setforth below, be greater than the ratio set forth below opposite suchperiod:   Period Maximum Senior U.S. Debt Ratio   November 1, 2005 through October 31, 2006 18.0: 1.00February 1, 2006 through January 31, 2007 17.0: 1.00May 1, 2006 through April 30, 2007 6.70: 1.00August 1, 2006 through July 31, 2007 3.50: 1.00Each period of four consecutive fiscal quartersending January 31, April 30, July 31 and October 31of each fiscal year thereafter 3.50: 1.00(f) Section 8.4 is amended and restated as follows:     “SECTION 8.4 Senior Debt Ratio. The ratio of (i) the outstanding amount of allLoans and all outstanding Letters of Credit to (ii) Adjusted Earnings (on an annualizedbasis) shall not, as of the last day of any period set forth below, be greater than theratio set forth below opposite such period:
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   Period Maximum Senior Debt Ratio   November 1, 2005 through October 31, 2006February 1, 2006 through January 31, 2007May 1, 2006 through April 30, 2007August 1, 2006 through July 31, 2007Each period of four consecutive fiscal quartersending January 31, April 30, July 31 and October 31of each fiscal year thereafter 4.75: 1.004.50: 1.003.40: 1.003.00: 1.003.00: 1.00(g) Section 8.5(b) is amended and restated as follows:“(b) After the Lender receives the Financial Statements and otherdocuments required under Section 7.1(k)(i) with respect to thefiscal year ended July 30, 2006 and so long as no Default hasoccurred and is continuing and Excess Availability is at least$500,000, the Fixed Charge Coverage Ratio for any period set forthbelow shall not be less than the ratio set forth below opposite suchperiod:     Period Minimum Fixed Charge   Coverage Ratio      November 1, 2005 through October 31, 2006 Not applicableFebruary 1, 2006 through January 31, 2007 Not applicableMay 1, 2006 through April 30, 2007  1.10: 1.00 August 1, 2006 through July 31, 2007  2.00: 1.00 Each period of four consecutive fiscal quarters endingJanuary 31, April 30, July 31 and October 31 of eachfiscal year thereafter  2.00: 1.00 (h) Section 8.7 is amended and restated as follows:     “Capital Expenditures. The aggregate amount of Borrowers’ consolidated CapitalExpenditures made or committed to be made in any fiscal year commencing with the fiscal yearending July 30, 2007, shall not exceed $400,000.”(i) Section 2.1(a) is amended and restated as follows:“(a) The Lender agrees, subject to Section 2.5 and the other termsand conditions of this Agreement, to make loans (“Revolving CreditLoans”) to the Borrowers, from time to time
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from the Closing Date tobut excluding the Expiration Date, at the Administrative Borrower’srequest to the Lender, in the aggregate principal amount at any onetime outstanding which, when combined with the aggregate undrawnamount of all unexpired Letters of Credit, does not exceed (i) 85%of Eligible Receivables plus (ii) 40% of Eligible Inventory,all of the foregoing less such reserves as the Lender mayestablish in its sole discretion including, without limitation areserve in an amount equal to twice the amount of any dilution ofthe Borrower’s Receivables from time to time (the “Borrowing Base”);provided, however, that in no event shall theaggregate amount of the Revolving Credit Loans and the Letters ofCredit outstanding at any time(x) in respect of Eligible Inventoryexceed $2,000,000 or (y) exceed the Maximum Amount of the RevolvingFacility.”(j) The $300,000 sinking fund reserve taken in March 2006 pursuant to Section 2.1(a) is herebyreversed.(k) Section 2.5(b)(iv) is hereby deleted in its entirety.(l) The definition of “Sinking Fund Reserve” contained in Section 1.1 is hereby deleted in itsentirety.     **SECTION 3****Conditions of Effectiveness**. This Amendment shall become effective when,and only when, the Lender shall have received (a) counterparts of this Amendment, duly executed bythe Borrowers, and (b) payment of the costs and expenses (including, without limitation, reasonableattorneys’ fees) incurred by the Lender in connection with this Amendment.     **SECTION 4****Representations and Warranties of the Borrowers**. Each Borrower representsand warrants as follows:               (a) Such Borrower is a corporation duly organized, validly existing and in good standing underthe laws of the State of New York or Delaware, as the case may be, and is qualified to do businessunder the laws of such other jurisdictions in which its failure to so qualify could have a MaterialAdverse Effect.               (b) The execution, delivery and performance by such Borrower of this Amendment (i) are withinsuch Borrower’s corporate powers, have been duly authorized by all necessary corporate action anddo not contravene (A) such Borrower’s Governing Documents, (B) any Requirement of Law or (C) anyMaterial Contract and (ii) will not result in or require the creation or imposition of any Lienupon or with respect to any property now owned or hereafter acquired by such Borrower.
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               (c) No authorization, approval or other action by, and no notice to or filing with, anyGovernmental Authority or other Person is required for the due execution, delivery and performanceby such Borrower of this Amendment.               (d) This Amendment and the Loan Agreement as amended hereby constitute the legal, valid andbinding obligations of such Borrower enforceable against such Borrower in accordance with theirrespective terms except as enforceability may be limited by (i) bankruptcy, insolvency or similarlaws affecting creditors’ rights generally and (ii) general principles of equity.               (e) Except as specified in Schedule 6.1(r) to the Loan Agreement and the litigation betweenDel Global and Jeffrey Moeller, there is no pending or, to the best of such Borrower’s knowledgeafter due inquiry, threatened litigation, contested claim, investigation, arbitration orgovernmental proceeding by or against such Borrower before any court, Governmental Authority orarbitrator which individually or in the aggregate could reasonably be expected to have a MaterialAdverse Effect or which purports to affect the legality, validity or enforceability of thisAmendment or the Loan Agreement as amended hereby.(f) Except as specified in Section 1 hereof, no Default has occurred and is continuing.     **SECTION 5****Reference to and Effect on the Loan Agreement****.**               (a) On and after the date hereof, each reference in the Loan Agreement to “this Agreement,”“hereunder,” “hereof,” “herein” and words of like import, and each reference in the other LoanDocuments to the Loan Agreement shall mean and be a reference to the Loan Agreement as amendedhereby.               (b) Except as specifically waived or amended above, (i) the Loan Agreement and each other LoanDocument shall remain in full force and effect and are hereby ratified and confirmed by each of theparties hereto and (ii) the Lender shall not be deemed to have waived any rights or remedies it mayhave under the Loan Agreement, any other Loan Document or applicable law.               (c) The execution, delivery and effectiveness of this Amendment shall not, except as expresslyprovided herein, operate as a waiver of or an amendment to any right, power or remedy of the Lenderunder any of the Loan Documents, or constitute a waiver of or an amendment to any provision of anyof the Loan Documents.     **SECTION 6****Costs and Expenses**. The Borrowers agree to pay, on demand, all reasonableout-of-pocket costs and expenses incurred by the Lender in connection with the preparation,negotiation and execution of this Amendment (including, without limitation, the reasonable fees andexpenses of counsel to the Lender).     **SECTION 7****Counterparts; Telecopied Signatures****.**This Amendment may be executed incounterparts and by the parties hereto in separate counterparts, each of which when
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so executed and delivered shall be an original, but all of which shall together constitute oneand the same instrument. This Amendment may be executed and delivered by telecopier or otherfacsimile transmission with the same force and effect as if the same were a fully executed anddelivered original manual counterpart.     **SECTION 8****GOVERNING LAW****.**THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THISAMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT, WHETHER SOUNDING INCONTRACT, TORT OR EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THECONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.**SIGNATURES CONTINUE ON FOLLOWING PAGE**
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     **IN WITNESS WHEREOF**, the parties hereto have caused this Amendment to be executed by theirrespective officers thereunto duly authorized, as of the date first above written.      DEL GLOBAL TECHNOLOGIES CORP.