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Exhibit 10(z)(6)
EXECUTION COPY
SIXTH AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT
This Sixth Amendment to Amended and Restated Revolving Credit
Agreement (this " Amendment ") is entered into as of
January 19, 2007 (the " Effective Date ") by and among
(i) Richardson Electronics, Ltd., a Delaware corporation (the
" US-Borrower "), (ii) Burtek Systems Corp., a Nova
Scotia ULC and successor by amalgamation to 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 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 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., through its International Banking Facility (IBF)
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 ").
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 accommodate (i) the establishment of certain global cash
concentration and treasury management arrangements among the
Borrowers and their Affiliates, (ii) the addition of
Richardson Electronics Benelux B.V., a Dutch private limited
liability company as a US Borrower, (iii) the incurrence of
certain Contingent Obligations for funds transfers made over the
Automated Clearinghouse and other means and (iv) reduction of
the Canada Facility in the Equivalent Amount of US$7,500,000 and
increase to the US Facility by the equivalent amount;
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.
(a) The following new definitions are hereby
added to Section 1.1 in the appropriate alphabetical
order, as follows:
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" Funds Transfer Obligations " mean Indebtedness owing to
JPMorgan Chase Bank, N.A. or is Affiliates for daylight exposure to
(i) funds transfers made through the Automated Clearinghouse
denominated solely in GBP, and (ii) negative intraday account
balances arising from payments in the form of funds transfers made
automatically. As used in this definition, "daylight exposure"
means exposure at any given time that is expected to be eliminated
or offset by the end of the same Business Day in which such
exposure arises. !
" Treasury Management Facilities " means the financial
accommodations in the form of intercompany loans extended by
Richardson Electronics Benelux B.V. (sometimes referred to herein
as " Cash Manager ") to certain of the Euro Borrowers and
certain of their Affiliates (sometimes referred to herein as the "
Treasury Management Borrowers ") as evidenced by that
certain Treasury Management and Subordinated Security Agreement by
and among such Persons, as the same may be amended from time to
time including, without limitation, any accession by additional
Affiliates as parties to said agreement.
" Treasury Management Liens " means the Liens granted in
favor of the Cash Manager by the Treasury Management Borrowers
pursuant to the Treasury Management Facilities.
" Treasury Management Obligations " means in respect of
any Person, Indebtedness arising under the Treasury Management
Facilities.
(b) The definition of "US Borrower" contained in the preamble is
hereby amended to include therein "Richardson Electronics Benelux
B.V., a Dutch private limited liability company."
(c) The first paragraph of Section 2.22 is hereby deleted
in its entirety and replaced as follows:
Participation in Facilities Each Lender (hereinafter,
each a Participating Lender "), by its acceptance hereof,
severally agrees to purchase, on the terms and conditions and at
the times set forth in this Section 2.22 , from any
other applicable Lender (hereinafter each a " Selling Lender
") and each Selling Lender hereby agrees to sell to each
Participating Lender, an undivided percentage participating
interest in outstanding Advances made under each Facility in which
such Selling Lender has a Commitment, which participation shall be
determined in proportion that the ratio of each
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Participating Lender’s Commitment under all
Facilities bears to the Aggregate Commitment (hereinafter the "
Participation Percentage "). Upon (i) the occurrence of
a Default and (except in the case of a Default described in
Section 7.6 or 7.7 hereof), (a) the accrual
of interest at rates applicable after Default as provided in
Section 2.10 hereof, and (b) the acceleration of
the maturity of the Obligations pursuant to Section 8.1
hereof, or (ii) any Selling Lender becoming required at any
time to return to a Borrower or to a trustee, receiver, liquidator,
custodian or other Person any portion of any payment of any
Advance, each Participating Lender shall, to the extent necessary,
not later than the third Business Day after the date on which such
Participating Lender receives written demand from the
Administrative Agent to such effect, if such demand is received
before 11:00 a.m. (London time), pay to the applicable Funding
Agent for the benefit of each applicable Selling Lender an amount
equal to such Participating Lender’s Participation Percentage
of such unpaid or recaptured Advance, in the currency of such
Advance so that, after giving effect to such adjustment, the
outstanding principal amount of Advances of all applicable Lenders
under the Facilities shall be pro rata based on the
Lenders’ Participation Percentages. Such purchase price shall
be paid in the respective currencies of such outstanding Advances
together with interest on such amount accrued from the date the
related payment was due from such Participating Lender to the date
of such payment by the Participating Lender at a rate per annum
equal to the Overnight Foreign Currency Rate. Each such
Participating Lender shall thereafter be entitled to receive its
Participation Percentage of each payment received in respect of the
relevant Advance and of interest and fees paid thereon from the
date such Participating Lender funded to the Selling Lender its
participation in such Advances. Each Borrower agrees that each
Participating Lender shall be entitled to the benefit of
Article 3 hereof to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to
Section 12.3 hereof and such benefits shall extend to
each Participating Lender’s obligation to participate under
this Section 2.22 .
(d) Section 6.10 is hereby amended to add the following two
subsections (ix), (x) and (xi):
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(ix) Treasury Management Obligations owing by any Treasury
Management Borrower to the Cash Manager not to exceed $5,000,000
per Treasury Management Borrower and $25,000,000 in the aggregate,
in each case at any one time outstanding and in all events
subordinated in right of payment to the Obligations in form and
substance satisfactory to the Lenders.
(x) Funds Transfer Obligations not in excess of Twenty Five
Millions Dollars ($25,000,000) at any one time outstanding.
(e) Section 6.13 is hereby amended to add a new subsection
(viiii) thereto as follows:
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(viii) Investments made by the Cash Manager in any Treasury
Management Borrower, in the form of intercompany loans, not to
exceed $5,000,000 per Treasury Management Borrower and $25,000,000
in the
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(f) Section 6.14 is hereby amended to add a new subsection
(ix) thereto as follows:
3. Change in Commitments . Upon the effectiveness
of this Amendment, the Lenders and the Borrowers hereby agree that
the US Facility Commitment shall be increased by a Dollar Amount of
$7,500,000 and the Canada Facility Commitment shall be reduced by
the Equivalent Amount (or a substantially Equivalent Amount) of
such sum. After giving effect to such change in each Lender’s
Commitment, each Lender’s Commitment in each Agreed Currency
shall be as set forth in Annex I attached hereto and made a part
hereof.
4. SSD Sale (a) In the event the US-Borrower or
its Affiliate desires to sell substantially all the assets of its
or their Burtek Systems Di
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