EXHIBIT 10(ac)(3)
WAIVER AND THIRD AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This Waiver and Third Amendment to Amended and Restated Revolving Credit
Agreement (this "Amendment") is entered into as of October 12, 2005 (the
"Effective Date") by and among (i) Richardson Electronics, Ltd., a Delaware
corporation (the "US-Borrower"), (ii) Burtek Systems, Inc., a Canadian
corporation, Richardson Electronics Canada, Ltd., a Canadian corporation (each a
"Canada-Borrower", and collectively, the "Canada-Borrowers"); (iii) Richardson
Electronics Limited, an English limited liability company (the "UK-Borrower");
(iv) RESA, SNC, a French partnership, Richardson Electronique SNC, a French
partnership, Richardson Electronics Iberica, S.A., a Spanish corporation,
Richardson Electronics GmbH, a German limited liability company, Richardson
Electronics Benelux B.V., a Dutch private limited liability company, (each a
"Euro-Borrower" and collectively, the "Euro-Borrowers"), (v) Richardson Sweden
Holding AB, a Swedish corporation (the "Krona-Borrower") and (vi) Richardson
Electronics KK, a company organized under the laws of Japan (the
"Japan-Borrower") (the US-Borrower, the Canada-Borrowers, the UK-Borrower, the
Euro-Borrowers, the Krona-Borrower and the Japan-Borrower are collectively
referred to as the "Borrowers"), the lenders party hereto (each, a "Lender" and
collectively, the "Lenders"), JP Morgan Bank, N.A., London Branch, as
Eurocurrency Agent (the "Eurocurrency Agent"), JPMorgan Chase Bank, N.A., Canada
Branch as Canada Agent (the "Canada Agent"), JPMorgan Chase Bank, N.A., Tokyo
Branch as Japan Agent (the "Japan Agent") and JPMorgan Chase Bank, N.A.,
successor by merger to Bank One, NA as administrative agent (in such capacity,
the "Administrative Agent") (the Eurocurrency Agent, the Canada Agent, the Japan
Agent and the Administrative Agent are collectively referred to as the "Funding
Agents" and each individually a "Funding Agent").
RECITALS
WHEREAS, the Borrowers, the Lenders and the Funding Agents are parties to that
certain Amended and Restated Revolving Credit Agreement dated as of October 29,
2004 (as amended from time to time, the "Agreement");
WHEREAS, the Borrowers, the Lenders and the Funding Agents desire to amend the
Credit Agreement in order to revise certain financial covenants on the terms and
conditions set forth herein;
WHEREAS, the Lenders wish to waive certain Events of Default arising from the
US-Borrower and its Subsidiaries' failure to satisfy certain requirements in
respect of their Tangible Net Worth at the quarter ended August 31, 2005, on
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein but not defined herein shall
have the meanings ascribed thereto in the Agreement, as amended hereby.
2. Waiver.
Each Lender hereby waives Events of Default under Section 7.3 of the Agreement
arising solely from the failure of the US-Borrower and its Subsidiaries to
maintain minimum Tangible Net Worth required by Section 6.26 of the Agreement at
the fiscal quarter ended August 31, 2005.
3. Amendments.
(a) Section 6.26 is deleted in its entirety and replaced as follows:
6.26 Tangible Net Worth. The US-Borrower and its Subsidiaries will maintain, at
all times, a Tangible Net Worth greater than the sum of