Exhibit 10(aa)(2)
SECOND AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This Second Amendment to Amended and Restated Revolving Credit Agreement (this
"Amendment") is entered into as of June 1, 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, as amended by that certain First Amendment to Amended and Restated
Revolving Credit Agreement dated as of April 30, 2003 (as so amended, the
"Existing Agreement"); and
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");
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:
""Adjusted EBITDA" means, as at any date of determination thereof,
EBITDA plus the Inventory Charge 2003 plus the Goodwill Reduction plus the
Severance Charge plus SFAS 133 Charges minus SFAS 133 Gains.
"Agreement" means this Amended and Restated Revolving Credit
Agreement, as amended by that certain First Amendment to Amended and Restated
Revolving Credit Agreement dated as of April 30, 2003 and that certain Second
Amendment to Amended and Restated Revolving Credit Agreement dated as of June 1,
2003, and as amended, supplemented or modified from time to time.