Exhibit 10(s)(iii)
Execution
THIRD AMENDMENT TO REVOLVING
CREDIT AGREEMENT
This Third Amendment to Revolving
Credit Agreement (this “ Amendment ”) is entered
into as of July 29, 2008 (the “ Effective Date
”) by and among Richardson Electronics, Ltd., a Delaware
corporation, Richardson Electronics Limited, an English limited
liability company, Richardson Electronics Benelux B.V., a Dutch
private limited liability company, Richardson Electronics Pte Ltd,
a company organized under the laws of Singapore, Richardson
Electronics Pty Limited, a company organized under the laws of New
South Wales, Australia, the lenders party hereto (each, a “
Lender ” and collectively, the “ Lenders
”) and JP Morgan Bank, N.A., a national banking association
as administrative agent (in such capacity, the “
Administrative Agent ”).
RECITALS
WHEREAS, the Borrowers, the Lenders
and the Agent are parties to that certain Revolving Credit
Agreement dated as of July 27, 2007 (as amended or modified
from time to time, the foregoing being referred to as the “
Agreement ”);
WHEREAS, the Borrowers, the Lenders
and the Agent desire to amend the Agreement in certain respects on
terms and conditions 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.
2. Amendments to the
Agreement . The Agreement is hereby amended as
follows:
(a) Section 1.1 of the
Agreement is hereby amended to add a new definition of
“Goodwill Impairment Charge” as follows and to delete
in its entirety the definition of “Leverage Ratio”
contained therein and to replace said definitions as
follows:
“‘ Goodwill
Impairment Charge ’” means a non-cash charge for
the reduction in goodwill (within the meaning of Agreement
Accounting Principles) of the US-Borrower presented in a
certificate provided to the Administrative Agent by the Chief
Financial Officer of the US-Borrower recognized solely in respect
of the US-Borrower’s fiscal period ended May 31, 2008
and in an amount not in excess of $11,500,000.”
“‘ Leverage Ratio
’ means, as of any date of calculation, the quotient of
(i) Senior Funded Debt outstanding on such date, over
(ii) Adjusted EBITDA calculated for the US-Borrower and its
consolidated Subsidiaries for the period of the trailing four
consecutive fiscal quarters ending on or most recently ended prior
to such date of determination; provided, that
with respect to the fiscal quarter ended
June 2, 2007, December 1, 2007, March 1,
2008 and May 31, 2008, there shall be added to Adjusted EBITDA
the sum of relevant Identified Charges and any Goodwill Impairment
Charge, which Goodwill Impairment Charge shall be recognized solely
in respect of the US-Borrower’s fiscal period ended
May 31, 2008.”
3. Effectiveness .
This Amendment shall become effective when the Administrative Agent
has received all of the following acknowledged to be satisfactory
by the Administrative Agent:
(a) This Amendment, executed by the
requisite signatories;
(b) A certificate, signed by the
chief executive officer of Richardson Electronics, Ltd.
substantially in the form of Exhibit I attached hereto and made a
part hereof, stating that on the Effective Date (after giving
effect to this Amendment) no Default or Unmatured Default has
occurred and is continuing and further certifying that the
representations and warranties contained in Article 5 of the
Agreement are true and correct on and as of the Effective Date,
together with a certification of the validity and accuracy of the
Goodwill Impairment Charge;
(c) The representations and
warranties contained in Section 4 of this Amendment shall be
true and correct in all material respects; and
(d) Such other documents,
instruments or approvals (and, if requested by the Administrative
Agent, certified duplicates of executed copies thereof) as the
Administrative Agent may reasonably request.
4. Representations and
Warranties . Each Borrower represents and warrants to the
Lenders and the Administrative Agent (which representations and
warranties shall become part of the representations and warranties
made by such Borrower under the Agreement) that:
(a) The execution, delivery and
performance of this Amendment has been duly authorized by all
necessary action and will not require any consent or approval of
any person or e
