Exhibit 10(ac)(2)
WAIVER AND SECOND AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This Waiver and Second Amendment to Amended and Restated Revolving Credit
Agreement (this "Amendment") is entered into as of August 24, 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 September
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, adjust pricing
for loans and other financial accommodations and to provide certain requirements
for the maintenance of excess Borrowing Base availability, in each case 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 Fixed Charge Coverage ratio for the quarter ended May 31, 2005,
on terms and conditions set forth herein;
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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 the Fixed Charge Coverage ratio required by Section 6.35 of the
Agreement solely in respect of the fiscal quarter ended May 31, 2005.
3. Amendments.
(a) The definitions