Exhibit 10(aa)(1)
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This First Amendment to Amended and Restated Revolving Credit Agreement (this
"Amendment") is entered into as of April 30, 2003 (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"), Bank One, NA, London Branch
as Eurocurrency Agent (the "Eurocurrency Agent"), Bank One, NA, Canada Branch as
Canada Agent (the "Canada Agent"), Bank One, NA, Tokyo Branch as Japan Agent
(the "Japan Agent") and 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 November 26,
2002 (the "Existing Agreement");
WHEREAS, the Borrowers, the Lenders and the Funding Agents wish to amend the
Existing Agreement as set forth herein (as so amended, and as amended,
supplemented or modified from time to time, the "Agreement");
WHEREAS, in connection with the Existing Agreement, the Borrowers delivered a
letter agreement regarding certain post-closing matters (the "Letter
Agreement"), including an obligation of Burtek Systems, Inc. to obtain the
release of certain security in favor of HSBC Bank Canada on or before February
26, 2003;
WHEREAS, Burtek Systems Inc. has not yet obtained the release of the security
required by the Letter Agreement, and the Lenders and Funding Agents wish to
extend the time for obtaining such release;
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 meaning ascribed thereto in the Existing Agreement, as amended
hereby.
2.
Amendments to Section 1.1.
(a)
The definitions of the following terms contained in
Section 1.1 of the Existing Agreement are hereby deleted in their entirety and
replaced as follows:
""Aggregate Total Outstandings" means as of any date of
determination with respect to any Facility, an amount equal to the total
outstanding principal amount of Loans under such Facility, provided, that the
Aggregate Total