Exhibit 10(z)(5)
EXECUTION COPY
FIFTH AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This Fifth Amendment to Amended and Restated Revolving Credit Agreement (this
"Amendment") is entered into as of September 26, 2006 (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"), and (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., Toronto Branch as Canada Agent (the "Canada Agent"), JPMorgan
Chase Bank, N.A., Tokyo Branch as Japan Agent (the "Japan Agent") 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") and JPMorgan Chase
Bank, N.A., through its International Booking Facility (IBF) Branch (the "New
Japan 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, among
other things, amend the Credit Agreement in order to appoint the New Japan Agent
as the Japan Agent and to revise in certain respects provisions for the making
of Advances denominated in Japanese Yen;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows:
1. Defined Terms. (a) Capitalized terms used herein but not defined herein shall
have the meanings ascribed thereto in the Agreement, as amended hereby.
2. Amendments.
(a) The definitions contained in Section 1.1 of the Agreement of "TIBOR
Advance," "TIBOR Interest Period," and "TIBOR Rate" are hereby deleted in their
entirety and replaced, in appropriate alphabetical order in said Section, as
follows:
"LIBOR Euroyen Advance" means any Advance denominated in Japanese Yen and
bearing interest at the LIBOR Euroyen Rate.
"LIBOR Euroyen Interest Period" means, with respect to a LIBOR Euroyen Advance,
a period of one, two, three or six months commencing on a Business Day selected
by the Japan Borrower, in each case subject to availability. Such LIBOR Euroyen