Exhibit 10(ac)(1)
CONSENT AND FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This Consent and First Amendment to Amended and Restated Revolving Credit
Agreement (this "Consent") is entered into as of December 20, 2004 (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 Europe Limited (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 US-Borrower desires to retire up to the entire outstanding amount
of the Identified Debentures defined below (the "Debenture Retirement") pursuant
to the Debenture Exchange described below;
WHEREAS, the US-Borrower desires to repay and retire some or all of the
Identified Debentures pursuant to an offer to exchange for the outstanding
Identified Debentures, in one or more private transactions, the US-Borrower's
debt securities described in Exhibit A attached hereto and made a part hereof
(the "New Debt Securities"; such exchange being hereinafter referred to as the
"Debenture Exchange");
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WHEREAS, the Lenders and the Funding Agents wish to extend certain consents
required under the Agreement and amendments to the Agreement in order to permit
the issuance of the New Debt Securities and the Debenture Retirement as 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. Consents.
(a) Each Lender hereby consents pursuant to Section 6.10(iv) of the Agreement to
the issuance of the New Debt Securities pursuant to the Debenture Exchange.
(b) Each Lender