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 Interest Period shall end on the
day which corresponds numerically to such date one, two, three or
six months thereafter, provided , however , that if
there is no such numerically corresponding day in such month, such
LIBOR Euroyen Interest Period shall end on the last Business Day of
such next, second, third or sixth succeeding month. If a LIBOR
Euroyen Interest Period would otherwise end on a day which is not a
Business Day, such LIBOR Euroyen Interest Period shall end on the
next succeeding Business Day, provided , however ,
that if said next succeeding Business Day falls in a new calendar
month, such LIBOR Euroyen Interest Period shall end on the
immediately preceding Business Day.
“ LIBOR Euroyen Rate
” means for the relevant LIBOR Euroyen Interest Period, the
sum of (i) the applicable London interbank offered rate for
deposits in JPY appearing on Dow Jones Markets (Telerate) Page 3750
as of 11:00 a.m. London time two Business Days prior to the first
day of such LIBOR Euroyen Interest Period, and having a maturity
equal to such LIBOR Euroyen Interest Period; plus
(ii) the rate determined by the Japan Agent to represent its
costs of compliance with liquidity, reserve or similar requirements
imposed by any relevant authority; plus (iii) the
Applicable Margin. If such screen rate is unavailable, the LIBOR
Euroyen Interest Rate for the relevant LIBOR Euroyen Interest
Period shall instead be the rate reported to the Japan Agent to be
the rate reported to the Japan Agent by the Reference Lender as the
rate at which such Reference Lender offers to place deposits in
JPY, with first-class banks in the London interbank market at
approximately 11:00 a.m. (London time) on the first Business Day of
such LIBOR Euroyen Interest Period, in the approximate amount of
such Reference Lender�
