10-Q

                                UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-Q

(Mark One)

 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
   ACT OF 1934
For the quarterly period ended                August 31, 2000

                                     OR

   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE
   ACT OF 1934
For the transition period from                 to

Commission file number   0-12906


                          RICHARDSON ELECTRONICS, LTD.
               (Exact name of registrant as specified in its charter)

           Delaware                               36-2096643
   (State of incorporation)          (I.R.S. Employer Identification No.)

                 40W267 Keslinger Road, PO Box 393,LaFox, Illinois 60147
            (Address of principal executive offices and zip code)

                             (630) 208-2200
            (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant  (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.        Yes   X    No

As of October 13, 2000, there were outstanding 10,124,666 shares of Common
Stock, $.05 par value, and 3,231,562 shares of Class B Common Stock, $.05 par
value, which are convertible into Common Stock on a share-for-share basis.

This Quarterly Report on Form 10-Q contains 17 pages. An exhibit index is at
page 15.

                                     (1)


                  Richardson Electronics, Ltd. and Subsidiaries
                                  Form 10-Q
           For the Three-Month Period Ended August 31, 2000


                                     INDEX

                                                             Page
                                                             ----
PART I - FINANCIAL INFORMATION

   Consolidated Condensed Balance Sheets                       3

   Consolidated Condensed Income Statements                    4

   Consolidated Condensed Statements of Cash Flows             5

   Notes to Consolidated Condensed Financial Statements        6

   Management's Discussion and Analysis of Results
      of Operations and Financial Condition                   10

PART II- OTHER INFORMATION                                    15
                                      (2)



              Richardson Electronics, Ltd. and Subsidiaries
                  Consolidated Condensed Balance Sheets
                          (in thousands)

                                              August 31        May 31
                                                 2000           2000
                                               ---------      ---------
                                             (Unaudited)
ASSETS
- -------
Current assets:
  Cash and equivalents                         $ 11,195       $ 11,832
  Receivables, less allowance of $3,251 and
    $2,991                                       85,907         77,821
  Inventories                                   128,015        119,224
  Other                                          13,873         13,346
                                               ---------      ---------
        Total current assets                    238,990        222,223

Property, plant and equipment                    66,290         64,091
  Less accumulated depreciation                 (39,552)       (38,240)
                                               ---------      ---------
   Property, plant and equipment, net            26,738         25,851
Other assets                                     18,170         16,851
                                               ---------      ---------
        Total assets                           $283,898       $264,925
                                               =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
  Accounts payable                             $ 35,707       $ 30,882
  Accrued expenses                               11,725         14,452
  Notes payable and current portion of
    long-term debt                                1,928          2,619
                                               ---------      ---------
        Total current liabilities                49,360         47,953

Long-term debt, less current portion            127,703        117,643
Deferred income taxes                             5,367          5,336
Stockholders' equity:
  Common stock, $.05 par value; issued 11,858
    at August 31, 2000 and 11,670 at
    May 31, 2000                                    593            583
  Class B common stock, convertible, $.05 par
    value; issued 3,232 at August 31, 2000
    and at May 31, 2000                             162            162
  Additional paid-in capital                     87,983         84,514
  Common stock in treasury, at cost; 1,748
    shares at August 31, 2000 and 1,915 at
    May 31, 2000                                (10,292)       (11,045)
  Retained earnings                              38,346         34,184
  Foreign currency translation adjustment       (15,324)       (14,405)
                                               ---------      ---------
        Total stockholders' equity             $101,468       $ 93,993
                                               ---------      ---------
        Total liabilities and
          stockholders' equity                 $283,898       $264,925
                                               =========      =========
See notes to consolidated condensed financial statements.

                                      (3)


                  Richardson Electronics, Ltd. and Subsidiaries
                   Consolidated Condensed Statements of Income
            For the Three-month Periods Ended August 31, 2000 and 1999
                (unaudited) (in thousands, except per share amounts)


                                                 2000           1999
                                              ---------      ---------

   Net sales                                  $120,106       $ 95,564

   Cost of products sold                        88,473         69,896
                                              ---------      ---------
     Gross margin                               31,633         25,668

   Selling, general and
      administrative expenses                   22,294         19,587
                                              ---------      ---------

        Operating income                         9,339          6,081

Other  (income) expense:
   Interest expense                              2,475          2,275
   Investment income                               (42)          (127)
   Other, net                                       26             82
                                              ---------      ---------
                                                 2,459          2,230
                                              ---------      ---------
        Income before income taxes               6,880          3,851

Income taxes                                     2,200          1,150
                                              ---------      ---------
        Net income                            $  4,680       $  2,701
                                              =========      =========

Net income per share - basic:
   Net income per share                       $    .35       $   0.21
                                              =========      =========
   Average shares outstanding                   13,200         12,624
                                              =========      =========

Net income per share - diluted:
   Net income per share                       $    .32       $   0.21
                                              =========      =========
   Average shares outstanding                   17,528         12,686
                                              =========      =========

Dividends per common share                    $    .04       $   0.04
                                              =========      =========

Comprehensive income:
  Net income                                   $ 4,680       $  2,701
  Foreign currency translation                    (919)           998
                                              ---------      ---------
   Comprehensive income                       $  3,761       $  3,699
                                              =========      =========

See notes to consolidated condensed financial statements.

                                     (4)

               Richardson Electronics, Ltd. and Subsidiaries
              Consolidated Condensed Statements of Cash Flows
        For the Three-Month Periods Ended August 31, 2000 and 1999
                         (in thousands) (unaudited)

                                                 2000           1999
                                              ---------      ---------
Operating Activities:
  Net income                                  $  4,680       $  2,701
  Non-cash charges to income:
    Depreciation                                 1,358          1,123
    Amortization of intangibles and financing
      costs                                        193            198
    Deferred income taxes                          (58)           540
  Contribution to employee stock ownership
   plan                                          1,310           --
                                              ---------      ---------
   Total non-cash charges                        2,803          1,861
                                              ---------      ---------
  Changes in working capital, net of effects
    of currency translation and business
    acquisitions:
      Accounts receivable                       (7,100)        (2,921)
      Inventories                               (9,241)          (560)
      Other current assets                        (343)          (503)
      Accounts payable                           4,254          2,754
      Other liabilities                         (3,262)          (691)
                                              ---------      ---------
   Net changes in working capital              (15,692)        (1,921)
                                              ---------      ---------
   Net cash (used in) provided by
      operating activities                      (8,209)         2,641
                                              ---------      ---------
Financing Activities:
  Proceeds from borrowings                      21,597          4,077
  Payments on debt                             (12,333)          (752)
  Proceeds from stock issuance                   2,920              8
  Cash dividends                                  (518)          (477)
                                              ---------      ---------
   Net cash provided by financing
     activities                                 11,666          2,856
                                              ---------      ---------
Investing Activities:
  Capital expenditures                          (2,274)        (1,825)
  Business acquisitions                         (1,535)          (400)
  Investments, notes receivable and other         (285)          (275)
                                              ---------      ---------
   Net cash used in investing activities        (4,094)        (2,500)
                                              ---------      ---------
   (Decrease) Increase in cash and
     equivalents                                  (637)         2,997

Cash and equivalents at beginning of year       11,832         12,569
                                              ---------      ---------
   Cash and equivalents at end of period      $ 11,195       $ 15,566
                                              =========      =========

See notes to consolidated condensed financial statements.

                                      (5)

                 Richardson Electronics, Ltd. and Subsidiaries
             Notes to Consolidated Condensed Financial Statements
                    Three-Month Period Ended August 31, 2000
                                    (Unaudited)

Note A -- Basis of Presentation

The accompanying unaudited Consolidated Condensed Financial Statements
(Statements) have been prepared in accordance with generally accepted
accounting principles for interim financial information and the instructions
to Form 10-Q. In the opinion of management, all adjustments necessary for a
fair presentation of the results of operations for the periods covered have
been reflected in the Statements. Certain information and footnotes necessary
for a fair presentation of the financial position and results of operations
in conformity with generally accepted accounting principles have been omitted
in accordance with the aforementioned instructions. It is suggested that the
Statements be read in conjunction with the Financial Statements and Notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 2000.

The Statements are presented for the first quarter of fiscal 2001 (period
ended August 31, 2000) compared to first quarter of fiscal 2000 (period ended
August 31, 1999). The Company accounts for its results of operations on a
52/53 week period ending on the Saturday nearest May 31 each year. Results
for the first quarter include 13 weeks in fiscal 2001 and 14 weeks in fiscal
2000.

Note B -- Income Taxes

The income tax provisions for the three-month periods ended August 31, 2000
and August 31, 1999 are based on the estimated annual effective tax rates of
32% and 30%, respectively. The effective rate is less than the U.S. federal
statutory rate of 34% due to U.S. foreign sales corporation tax benefits and
utilization of previously unrecognized foreign net operating loss
carryforwards, partially offset by state income taxes.

Note C - Calculation of Earnings per Share

Basic earnings per share is calculated by dividing net income by the weighted
average number of Common and Class B Common shares outstanding. Diluted
earnings per share is calculated by dividing net income (adjusted for
interest savings, net of tax, on assumed bond conversions) by the actual
shares outstanding and share equivalents that would arise from the exercise
of stock options and the assumed conversion of convertible bonds. Out-of-the-
money (exercise price higher than market price) stock options are excluded
from the calculation because they are anti-dilutive. The Company's 8 1/4% and

                                      (6)

                 Richardson Electronics, Ltd. and Subsidiaries
             Notes to Consolidated Condensed Financial Statements
                    Three-Month Period Ended August 31, 2000
                                    (Unaudited)


7 1/4% convertible debentures are excluded from the calculation in fiscal
2000 as assumed conversion would be anti-dilutive.  The per share amounts
presented in the Consolidated Condensed Income Statement are based on the
following amounts:

                                               First Quarter
                                       FY 2001             FY 2000
                                       -------             -------
Numerator for basic EPS:
  Net income                           $ 4,680             $ 2,701
                                       =======             =======

Denominator for basic EPS:
  Shares outstanding, June 1            12,987              12,623
  Additional shares issued                 213                   1
                                       -------             -------
    Average shares outstanding          13,200              12,624
                                       =======             =======

Numerator for diluted EPS:
  Net income                            $4,680              $2,701
Interest savings, net of tax, on
  assumed conversion of bonds              865                   -
                                       -------             -------
    Adjusted net income                 $5,545              $2,701
                                       =======             =======

Denominator for diluted EPS:
  Average shares outstanding            13,200              12,624
  Effect of dilutive stock options         648                  62
  Assumed conversion of bonds            3,680                   -
                                       -------             -------
    Average shares outstanding          17,528              12,686
                                       =======             =======


Note D - Industry and Market Information

The Company completed the reorganization of its marketing and sales structure
into five strategic business units (SBU's) in the fourth quarter of fiscal
2000. Historical data for the first quarter of fiscal 2000 has been restated
to conform to the new organization structure. The new units are: RF &
Wireless Communications Group (Wireless), Industrial Power Group
(Industrial), Medical Systems Group (Medical), Security Systems Division
(Security) and Display Systems Group (Display).

Wireless serves the rapidly expanding wireless voice and data
telecommunications industry and radio and television broadcast industry.

Industrial serves a broad range of customers including the steel, automotive,
textile, plastics, semiconductor, marine and avionics industries.

Medical serves the medical imaging market, providing system upgrade and
integration services in addition to a wide range of diagnostic imaging
components.

                                      (7)

                 Richardson Electronics, Ltd. and Subsidiaries
             Notes to Consolidated Condensed Financial Statements
                    Three-Month Period Ended August 31, 2000
                                    (Unaudited)

Security provides security systems and related design services with an
emphasis on closed circuit television (CCTV).

Display provides system integration and custom product solutions for the
public information display, financial, point-of-sale and general data display
markets.

SBUs are managed by Vice Presidents and General Managers who report to the
President and Chief Operating Officer. The President evaluates performance
and allocates resources, in part, based on the direct operating contribution
of each SBU. Direct operating contribution is defined as gross margin less
product management and direct selling expenses. In North America and Europe,
the sales force is organized by SBU and, accordingly, these costs are
included in direct expenses. In Latin America, Asia / Pacific and the rest of
the world, some of the regional sales force is shared and, accordingly, is
not included in direct expenses. Inter-segment sales are not significant.

Accounts receivable, inventory, goodwill and certain notes receivable are
identified by SBU. Cash, net property and other assets are not identifiable
by SBU. Accordingly, depreciation, amortization expense and financing costs
are not identifiable by SBU. Operating results for the three-month periods
ended August 31, 2000 and August 31, 1999 and identifiable assets as of the
end of the respective periods by SBU are summarized in the following table
(in thousands):



                                  Gross
                     Sales        Margin        Contribution      Assets
                    -------       -------       ------------     --------
First Quarter

FY 2001
    Wireless        $57,106       $15,052       $     10,375     $102,331
    Industrial       22,531         7,994              6,607       42,524
    Medical           9,896         2,207              1,315       26,645
    Security         20,665         4,807              2,240       34,758
    Display           9,908         2,344              1,108       20,714
                   --------       -------       ------------     --------
       Total       $120,106       $32,404       $     21,645     $226,972
                   ========       =======       ============     ========
FY 2000
    Wireless        $31,381        $8,453             $5,315      $66,670
    Industrial       21,114         7,582              5,880       42,168
    Medical          10,416         1,958              1,064       24,055
    Security         20,606         4,881              2,481       30,805
    Display          12,047         3,277              2,128       24,273
                   --------       -------       ------------     --------
Total              $ 95,564       $26,151       $     16,868     $187,971
                   ========       =======       ============     ========






                                     (8)
                 Richardson Electronics, Ltd. and Subsidiaries
             Notes to Consolidated Condensed Financial Statements
                    Three-Month Period Ended August 31, 2000
                                  (Unaudited)


A reconciliation of gross margin, direct operating contribution and assets to
the relevant consolidated amounts is as follows. (Other assets includes
miscellaneous receivables, manufacturing inventories and sundry assets.) (in
thousands):

                                             First Quarter
                                        --------------------------
                                         FY 2001          FY 2000
                                        ---------        ---------
Gross margin - segments total            $32,404          $26,151
Manufacturing variances and other costs     (771)            (483)
                                        ---------        ---------
    Gross margin                         $31,633          $25,668
                                        =========        =========
Segment profit contribution              $21,645          $16,868
Manufacturing variances and other costs     (771)            (483)
Regional selling expenses                 (4,046)          (3,402)
Administrative expenses                   (7,489)          (6,902)
                                        ---------        ---------
    Operating income                      $9,339           $6,081
                                        =========        =========
Segment assets                          $226,972          187,971
Cash and equivalents                      11,195           15,566
Other current assets                      12,645           12,664
Net property                              26,738           23,744
Other assets                               6,348            4,947
                                        ---------        ---------
    Total assets                        $283,898         $244,892
                                        =========        =========

The Company sells its products to companies in a wide range of industries and
performs periodic credit evaluations of its customers' financial condition.
Terms are generally on open account, payable net 30 days in North America and
Latin America, and vary throughout Europe and the Far East. Estimates of
credit losses are recorded in the financial statements based on periodic
reviews of outstanding accounts.


                                       (9)

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition
                    Three-Month Period Ended August 31, 2000
                                   (Unaudited)

Results of Operations

Sales and Gross Margin

Net sales for the first quarter of fiscal 2001 were a record $120.1 million,
up 25.7% from last year's first quarter of $95.6 million. Under the Company's
fiscal calendar, the current quarter contains 13 weeks, while the first
quarter of fiscal 2000 contained 14 weeks. Adjusting for the extra week in
fiscal 2000, the sales gain was 35.3%. Sales, percentage change from the
prior year, gross margins and gross margin percent of sales by SBU are
summarized in the following table. Gross margins for each SBU include
provisions for returns and overstock. Provisions for LIFO, manufacturing
charges and other costs are included under the caption "Corporate" (in
thousands).

                            Sales                       Gross Margin
                    ------------------    -----------------------------------
                    FY 2001   FY 2000 %Chng  FY 2001   GM%   FY 2000   GM%
                    --------  ------- ------ -------  -----  -------  -----
First Quarter

  Wireless          $ 57,106  $31,381  82.0% $15,052  26.4%  $ 8,453  26.9%
  Industrial          22,531   21,114   6.7%   7,994  35.5%    7,582  35.9%
  Medical              9,896   10,416  -5.0%   2,207  22.3%    1,958  18.8%
  Security            20,665   20,606   0.3%   4,807  23.3%    4,881  23.7%
  Display              9,908   12,047 -17.8%   2,344  23.7%    3,277  27.2%
  Corporate                -        -           (771)           (483)
                    --------  -------        -------         -------
Total               $120,106  $95,564  25.7% $31,633  26.3%  $25,668  26.9%
                    ========  =======        =======         =======




Wireless' first quarter sales increased 96.0% from fiscal 2000 levels,
adjusted for the extra week, based upon increased demand for RF / microwave
components to support the expansion of the cellular infrastructure and
deliveries under a telematics contract for an original equipment
manufacturer.
Telematics is a new technology used in automobiles for all types of wireless
communications.

Industrial's first quarter sales increased 14.9%, adjusted for the extra week
in fiscal 2000, primarily in microwave generators and DC power component
products.

Sales from the Medical SBU increased 2.3% in fiscal 2001 from the prior
year's first quarter, adjusted for the extra week. Sales of high resolution
monitors increased an adjusted 60.0% in the first quarter of fiscal 2001 from
fiscal 2000 levels. Gross margins increased to 22.3% of sales in fiscal 2001
compared to 18.8% in the first quarter of fiscal 2000. The margin improvement
reflects better operating efficiencies in tube reloading and lower customer
return levels. Certain low-margin sales contracts also affected fiscal 2000
margins.

                                        (10)

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition
                    Three-Month Period Ended August 31, 2000
                                   (Unaudited)

Security sales increased by an adjusted 8.0% for the first quarter 2001 from
fiscal 2000 levels. Gross margins declined slightly to 23.3% from 23.7%.

First quarter sales for Display decreased an adjusted 11.4% in fiscal 2001
from 2000 levels. Prior year sales included revenues from two major contracts
without corresponding revenues in the first quarter of fiscal 2001. Prospects
for the balance of the current year and timing of product deliveries are
expected to reverse the first quarter trend. Gross margins as a percent of
sales decreased to 23.7% in fiscal 2001 from 27.2% in fiscal 2000, reflecting
the shift in product mix from CRT's to monitors.

Sales, percentage change from the prior year, gross margins and gross margin
percent of sales by geographic area are summarized in the following table.
Prior year amounts have been restated to be comparable to the current year's
classifications. The caption, "other", includes sales to export distributors
and to countries where the Company does not have offices . Provisions for
LIFO, manufacturing charges and other costs are included under the caption
"Corporate" (in thousands).


                           Sales                       Gross Margin
                    ------------------    ---------------------------------
                    FY 2001   FY 2000 %Chng  FY 2001   GM%   FY 2000   GM%
                    --------  ------- ------ -------  -----  -------  -----
First Quarter
  North America     $ 77,947  $62,594  24.5% $20,440  26.2%  $16,259  26.0%
  Europe              21,130   18,450  14.5%   5,958  28.2%    5,567  30.2%
  Asia/Pacific        11,710    7,375  58.8%   3,451  29.5%    2,310  31.3%
  Latin America        6,114    4,965  23.1%   1,719  28.1%    1,451  29.2%
 Other                 3,205    2,180  47.0%     836  26.1%      564  25.9%
 Corporate                -        -           (771)           (483)
                    --------  -------        -------         -------
Total               $120,106  $95,564  25.7% $31,633  26.3%  $25,668  26.9%
                    ========  =======        =======         =======





North American, European and Asia / Pacific sales growth in the quarter and
year-to-date results reflect the growth in each of the Company's strategic
business units, led by demand for Wireless products. Asia Pacific sales
increased an adjusted 71.0% in the first quarter, primarily benefiting from
growth in the sale of Wireless and Industrial products. North America sales
increased an adjusted 34.1% mainly from sale of Wireless products. Latin
American sales grew an adjusted 32.6% from the prior year's first quarter as
a result of sales growth in both Medical and Security products. Sales in
Europe were adversely affected by the decline in the euro relative to the
U.S. dollar. The change in exchange rates reduced reported sales for Europe
by approximately 11%.

                                      (11)

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition
                    Three-Month Period Ended August 31, 2000
                                   (Unaudited)




Selling, General, and Administrative Expenses

Selling, general and administrative expenses improved as a percentage of
sales, declining to 18.6% from 20.5% in the first quarter, reflecting the
strong sales growth and the Company's continued emphasis on its program to
maximize operating efficiencies.

Interest and Other Expenses

Interest costs in fiscal 2001 increased 8.8% compared to fiscal 2000 due to
higher interest rates on the Company's revolving credit debt and increased
borrowing levels.

Net Results

Net income for the quarter was $4.7 million or $.32 per diluted share
compared to $2.7 million or $.21 per share in the prior year.

Liquidity and Capital Resources

Cash used in operations was $8.2 million in the first quarter of fiscal 2001,
compared to cash provided by operations of $2.6 million in the prior year
period. The Company increased its investment in working capital by $15.7
million in the current year compared to a $1.9 million increase last year.
Accounts receivable increased $7.1 million in 2001 and $2.9 million in 2000
reflecting the increase in sales from the prior year. Inventory turnover
improved in the first quarter of fiscal 2001 to 2.88 from 2.43 a year ago as
the Company continued its program to improve asset utilization. The increase
in inventories of $9.2 million in fiscal 2001, primarily for product line
expansion, compared to an increase of $560,000 in 2000. Accounts payable
increased by $4.3 million in fiscal 2001 due to higher purchasing levels.

On July 28, 2000, the Company refinanced its revolving credit facility and
Canadian credit agreement with an $85 million multi-currency revolving credit
facility. The agreement matures in July 2004 and bears interest at applicable
LIBOR rates plus a margin, varying with certain financial performance
criteria. At initial funding, the margin was 150 basis points. In addition,
the Company entered into certain interest rate swap arrangements for the term
of the facility, fixing the interest rate on $33.9 million at an average rate
of 8.3%.

The Company's loan agreements contain various financial and operating
covenants which set benchmark levels for tangible net worth, debt / tangible

                                      (12)

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition
                    Three-Month Period Ended August 31, 2000
                                   (Unaudited)


net worth ratio and annual debt service coverage. The Company was in
compliance with these covenants at August 31, 2000.

Cash reserves, investments, funds from operations and credit lines are
expected to be adequate to meet the operational needs and future dividends of
the Company. The policy regarding payment of dividends is reviewed
periodically by the Board of Directors in light of the Company's operating
needs and capital structure.

Euro Currency Conversion

On January 1, 1999, eleven member countries of the European Union began
conversion to a common currency, the Euro. From January 1, 1999 until January
1, 2002, companies operating in Europe must be able to process business
transactions either in legacy currencies or in Euros. After January 1, 2002,
all transactions will be processed only in Euros.

The Company has modified its transaction processing systems to accommodate
the Euro and dual currency processing requirements without significant
additional costs. While the exact impact on pricing is indeterminable, the
Company believes that since most of its pricing is based on U.S. dollar
costs, the effect of conversion to the Euro has not been significant.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995

Investors should consider carefully the following risk factors, in addition
to the other information included and incorporated by reference in this
quarterly report on Form 10-Q. All statements other than statements of
historical facts included in this report are statements that constitute
"forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934. The
words "expect," "estimate," "anticipate," "predict," "believe" and similar
expressions and variations thereof are intended to identify forward-looking
statements. Such statements appear in a number of places in this report and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations; (ii) the Company's financing plans; (iii) the Company's business
and growth strategies, including potential acquisitions; and (iv) other plans
and objectives for future operations. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and

                                      (13)

                      Management's Discussion and Analysis
                of Results of Operations and Financial Condition
                    Three-Month Period Ended August 31, 2000
                                   (Unaudited)


involve risks and uncertainties and that actual results may differ materially
from those predicted in the forward-looking statements or which may be
anticipated from historical results or trends. In addition to the information
contained in the Company's other filings with the Securities and Exchange
Commission, factors which could affect future performance include, among
others, the following:

* Competitive pressures may increase or change through industry
consolidation, entry of new competitors, marketing changes or otherwise.
There can be no assurance that the Company will be able to continue to
compete effectively with existing or potential competitors.

* Technological changes may affect the marketability of inventory on hand.

* General economic or business conditions, domestic and foreign, may be less
favorable than expected, resulting in lower sales or lower profit margins
than expected.

* Changes in relationships with customers or vendors, the ability to develop
new relationships or the business failure of several customers or vendors may
affect sales or profitability.

* Political, legislative or regulatory changes may adversely affect the
businesses in which the Company operates.

* Changes in securities markets, interest rates or foreign exchange rates may
adversely affect the Company's performance or stock price.

* The failure to obtain or retain key executive or technical personnel could
affect future performance.

* The Company's growth strategy includes expansion through acquisitions.
There can be no assurance that the Company will be able to successfully
complete further acquisitions or that past or future acquisitions will not
have an adverse impact on the Company's operations.

* The potential future sale of Common Stock shares, possible anti-takeover
measures available to the Company, dividend policies, as well as voting
control of the Company by Edward J. Richardson, Chairman of the Board and
Chief Executive Officer may affect the stock price.

* The continued availability of financing on favorable terms can not be
assured.

                                       (14)

PART II -- OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS
No material developments have occurred in the matters reported under the
category "Legal Proceedings" in the Registrant's Report on Form 10-K for the
fiscal year ended May 31, 2000.

ITEM 2.     CHANGES IN SECURITIES
            None.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES
            None.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            At the Annual Meeting of  Stockholders held October 3, 2000, the
            management slate of directors ran unopposed and was elected.

ITEM 5.     OTHER INFORMATION
            None.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

10(a)       Amended and Restated Loan Agreement dated as of July 1, 2000   E
            among Richardson Electronics, Ltd., various lending
            institutions, and American National Bank and Trust Company
            of Chicago, as Agent.

10(b)       Revolving Credit Agreement dated as of July 1, 2000 by and     E
            among various Richardson Electronics, Ltd. subsidiaries,
            various lending institutions, and BankOne, N.A. London
            Branch, as Euro Funding Agent, and Bank One Canada, as
            Funding Agent, and American National Bank and Trust Company
            of Chicago, as Administrative Agent.

10(c)       Japanese Yen Credit Facility granted by BankOne, NA,           E
            Tokyo Branch to Richardson Electronics KK and guarantee by
            Richardson Electronics, Ltd.

                                      (15)

PART II -- OTHER INFORMATION


10(d)       Singapore Dollar Credit Facility granted by BankOne, NA,       E
            Singpore Branch to Richardson Electronics Pte Ltd. And
            guarantee by Richardson Electronics, Ltd.

10(e)       Interest Rate Swap Agreement dated as of June 16, 1998         E
            between Richardson Electronics, Ltd. and American National
            Bank and Trust Company of Chicago. Similar Interest Rate
            Swap Agreements dated as of July 14, 2000 were entered into
            by Burtek Systems, Inc., Richardson Electronics, Canada, Ltd.,
            RESA snc and Richardson Electronics (Europe)Ltd.

27          Financial data schedule                                       E

(b)         Reports on Form 8-K  -  None

                                     (16)

PART II -- OTHER INFORMATION


                              SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
                 RICHARDSON ELECTRONICS, LTD.

Date     October  13, 2000               By   \s\ William J. Garry
                                              William J. Garry
                                              Senior Vice President and
                                              Chief Financial Officer

PART II -- OTHER INFORMATION

                                       (17)

EX-10

Exhibit 10 (a)

            AMENDED AND RESTATED LOAN AGREEMENT
                 Dated as of July 1, 2000
                         among
              RICHARDSON ELECTRONICS, LTD.,
              VARIOUS LENDING INSTITUTIONS,
                          and
              AMERICAN NATIONAL BANK AND
               TRUST COMPANY OF CHICAGO,
                       AS AGENT


                   TABLE OF CONTENTS
                                                        Page
ARTICLE I                                                  1

ARTICLE II                                                14
2.1 Description of Facility                               14
2.2 Advances                                              14
2.2.1 Commitment                                          14
2.2.2 Termination                                         15
2.2.3 Ratable Loans                                       15
2.2.4 Types of Advances                                   15
2.2.5 Minimum Amount of Each Advance                      15
2.2.6 Method of Selecting Types and Interest
         Periods for New Advances                         15
2.2.7 Conversion and Continuation of Outstanding
         Advances                                         15
2.3 Facility Letters of Credit                            16
2.3.1 Obligation to Issue                                 16
2.3.2 Types and Amounts                                   16
2.3.3 Conditions                                          17
2.3.4 Procedure for Issuance of Facility Letters
         of Credit                                        17
2.3.5 Reimbursement Obligations                           18
2.3.6 Participation                                       19
2.3.7 Payment of Reimbursement Obligations                20
2.4 Swing Line Commitment                                 20
2.4.1  Swing Line Loans                                   20
2.4.2  Swing Line Loan Borrowing Procedures               21
2.4.3 Participations:  Reimbursement by Lenders           21
2.4.4 Rights as Lender                                    22
2.5 General Facility Terms                                22
2.5.1  Fees; Reductions in Aggregate Commitment           22
2.5.1.1 Fees                                              22
2.5.1.2  Reductions in Aggregate Commitments              23
2.5.2 Optional Principal Payments; Mandatory
         Principal Payments                               23
2.5.3 Applicable Margin                                   24
2.5.4 Changes in Interest Rate, etc.                      24
2.5.5 Rates Applicable After Default                      24
2.5.6 Method of Payment                                   25
2.5.7 Notes; Telephonic Notices                           25
2.5.8 Interest Payment Dates; Interest and Fee Basis      26
2.5.9 Notification of Advances, Interest Rates,
          and Prepayments                                 26
2.5.10 Lending Installations                              26
2.5.11 Non-Receipt of Funds by the Agent                  26
2.5.12 Withholding Tax Exemption                          27

ARTICLE III                                               27
3.1 Yield Protection                                      27
3.2 Changes in Capital Adequacy Regulations               28
3.3 Availability of Types of Advances                     28
3.4 Funding Indemnification                               28
3.5 Taxes                                                 28
3.6 Lender Statements; Survival of Indemnity              30

ARTICLE IV                                                31
4.1 Initial Advance and Facility Letter of Credit         31
4.2 Each Advance and Facility Letter of Credit            32

ARTICLE V                                                 32
5.1 Corporate Existence and Standing                      32
5.2 Authorization and Validity                            32
5.3 No Conflict; Government Consent                       33
5.4 Financial Statements                                  33
5.5 Material Adverse Change                               33
5.6 Taxes                                                 33
5.7 Litigation and Contingent Obligations                 33
5.8 Subsidiaries                                          34
5.9 ERISA                                                 34
5.10 Accuracy of Information                              34
5.11 Regulation U                                         34
5.12 Material Agreements                                  34
5.13 Compliance With Laws                                 34
5.14 Ownership of Properties                              35
5.15 Environmental Matters                                35
5.16 Investment Company Act                               35
5.17 Public Utility Holding Company Act                   35
5.18 Subordinated Debt                                    35
5.19 Post-Retirement Benefits                             35

ARTICLE VI                                                35
6.1 Financial Reporting                                   35
6.2 Use of Proceeds                                       37
6.3 Notice of Default                                     37
6.4 Conduct of Business                                   37
6.5 Taxes                                                 38
6.6 Insurance                                             38
6.7 Compliance with Laws                                  38
6.8 Maintenance of Properties                             38
6.9 Inspection                                            38
6.10 Financial Covenants                                  38
6.10.1 Consolidated Tangible Net Worth                    38
6.10.2 Senior Funded Debt to Cash Flow Ratio              39
6.10.3 Adjusted Interest Coverage Ratio                   39
6.11 [Intentionally Omitted]                              39
6.12 Indebtedness                                         39
6.13 Merger                                               39
6.14 Sale of Assets                                       40
6.15 Investments and Acquisitions                         40
6.16 Liens                                                41
6.17 Prohibition of Negative Pledge.                      42
6.18 Affiliates                                           42
6.19 Amendments to Agreements                             42
6.20 Sale of Accounts                                     42
6.21 Limit on Senior Funded Debt                          42
6.22 Fiscal Year                                          42
6.23 Limitation on the Creation of Subsidiaries           43
6.24 Subsidiary Dividends                                 43
6.25 Repayment of Subordinated Debt                       43

ARTICLE VII                                               43

ARTICLE VIII                                              46
8.1 Acceleration                                          46
8.2 Amendments                                            46
8.3 Preservation of Rights                                47

ARTICLE IX                                                47
9.1 Survival of Representations                           47
9.2 Governmental Regulation                               47
9.3 Taxes                                                 47
9.4 Headings                                              47
9.5 Entire Agreement                                      48
9.6 Several Obligations; Benefits of this Agreement       48
9.7 Expenses; Indemnification                             48
9.8 Numbers of Documents                                  48
9.9 Accounting                                            48
9.10 Severability of Provisions                           48
9.11 Nonliability of Lenders                              49
9.12 Confidentiality                                      49
9.13 Nonreliance                                          49

ARTICLE X                                                 49
10.1 Appointment; Nature of Relationship                  49
10.2 Powers                                               50
10.3 General Immunity                                     50
10.4 No Responsibility for Loans, Recitals, etc.          50
10.5 Action on Instructions of Lenders                    50
10.6 Employment of Agents and Counsel                     50
10.7 Reliance on Documents; Counsel                       51
10.8 Agent's Reimbursement and Indemnification            51
10.9 Notice of Default                                    51
10.10 Rights as a Lender                                  51
10.11 Lender Credit Decision                              51
10.12 Successor Agent                                     52
10.13 Delegation to Affiliates                            52

ARTICLE XI                                                53
11.1 Setoff                                               53
11.2 Ratable Payments                                     53

ARTICLE XII                                               53
12.1 Successors and Assigns                               53
12.2 Participation                                        53
12.2.1 Permitted Participants; Effect                     54
12.2.2 Voting Rights                                      54
12.2.3 Benefit of Setoff                                  54
12.3 Assignments                                          54
12.3.1 Permitted Assignments                              54
12.3.2 Effect; Effective Date                             55
12.4 Dissemination of Information                         55
12.5 Tax Treatment                                        55

ARTICLE XIII                                              56
13.1 Notices                                              56
13.2 Change of Address                                    56

ARTICLE XIV                                               56

ARTICLE XV                                                56
15.1 Choice of Law                                        56
15.2 Consent to Jurisdiction                              56
15.3 Waiver of Jury Trial                                 57


SCHEDULE 1     Lenders and Commitments
SCHEDULE 2     Lender Addresses
SCHEDULE 5.5   Material Adverse Changes since February 29, 2000
SCHEDULE 5.6   Exceptions to Tax Representations
SCHEDULE 5.7   Pending Litigation
SCHEDULE 5.8   Borrower's Subsidiaries
SCHEDULE 5.9   Exceptions to ERISA Representation with respect
                  to Plan Withdrawals
SCHEDULE 5.14  Exceptions to Representation Concerning
                  Ownership of Properties
SCHEDULE 5.15  Exceptions to Representation Concerning
                  Environmental Matters
SCHEDULE 6.12  Permitted Indebtedness
SCHEDULE 6.15  Description of Existing Investments
SCHEDULE 6.16  Description of Existing Liens
EXHIBIT A      Form of Compliance Certificate
EXHIBIT B      Form of Note
EXHIBIT C      [Intentionally Omitted]
EXHIBIT D      Form of Facility Letter of Credit Request
EXHIBIT E      Form of Opinion of Outside Counsel For Borrower
EXHIBIT F      Form of Written Money Transfer Instructions
EXHIBIT G      Form of Assignment and Assumption Agreement

AMENDED AND RESTATED LOAN AGREEMENT

This Amended and Restated Loan Agreement (this "Agreement"),
dated as of July 1, 2000, is among RICHARDSON ELECTRONICS, LTD.,
a Delaware corporation (the "Borrower"), the lenders listed from
time to time on Schedule 1 hereto (each a "Lender" and,
collectively, the "Lenders"), and AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO, as Agent.

Whereas, the Borrower, the Agent and American National Bank and
Trust Company of Chicago, Harris Trust and Savings Bank and
Mellon Bank entered a Loan Agreement dated as of March 1, 1998
(as amended and modified, the "Prior Loan Agreement"); and

Whereas, the Borrower, the Agent and the Lenders wish to amend
and restate the Prior Loan Agreement in its entirety as set
forth herein.

Now therefore, in consideration of the mutual agreements
contained herein, the parties hereto agree as follows:



DEFINITIONS

As used in this Agreement, the following terms shall have the
meanings herein specified unless the context otherwise requires:

"Acquisition(s)" means any transaction, or any series of related
transactions, consummated on or after the date of this
Agreement, by which the Borrower or any of its Subsidiaries (i)
acquires any going concern business or all or substantially all
of the assets of any firm, corporation or division thereof,
whether through the purchase of assets, merger or otherwise or
(ii) directly or indirectly acquires (in one transaction or as
the most recent transaction in a series of transactions) at
least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of
directors (other than securities having such power only by
reason of the happening of a contingency) or a majority (by
percentage or voting power) of the outstanding partnership
interests of a partnership or membership interests in a limited
liability company.

"Adjusted Cash Flow" means, as at any date of determination
thereof, Total Cash Flow less Capital Expenditures.

"Adjusted Interest Coverage Ratio" means, as at any date of
determination thereof, the quotient of (i) Adjusted Cash Flow
over (ii) Interest Expense, in each case calculated for the
period of the trailing four consecutive fiscal quarters ending
on or most recently ended prior to such date of determination.

"Advance" means a borrowing hereunder (or, in the case of a
Eurodollar Advance, the conversion or continuation thereof)
consisting of the aggregate amount of the several Loans made by
some or all of the Lenders to the Borrower on the same Borrowing
Date (or date of conversion or continuation), of the same Type
and, in the case of a Eurodollar Advance, for the same Interest
Period.

"Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control
with such Person.  A Person shall be deemed to control another
Person if the controlling Person owns 10% or more of any class
of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or
policies of the controlled Person, whether through ownership of
stock, by contract or otherwise.

"Agent" means American National Bank and Trust Company of
Chicago in its capacity as agent for the Lenders pursuant to
Article X, and not in its individual capacity as a Lender, and
any successor Agent appointed pursuant to Article X.

"Aggregate Available Loan Commitment" means, at any date of
determination thereof, the Aggregate Commitment minus the sum of
(i) the Facility Letter of Credit Obligations then outstanding
and (ii) the aggregate principal amount of all Advances then
outstanding.

"Aggregate Commitment" means the aggregate of the Commitments of
all the Lenders, as reduced from time to time pursuant to the
terms hereof.

"Agreement" means this loan agreement, as it may be amended or
modified and in effect from time to time.

"Alternate Base Rate" means, for any day, a rate of interest per
annum equal to the higher of (i) the Prime Rate for such day and
(ii) the sum of the Federal Funds Effective Rate for such day
plus 1/2% per annum.

"ANB" means American National Bank and Trust Company of Chicago
in its individual capacity, and its successors.

"Applicable Margin" means, at any date of determination thereof,
the rate per annum calculated in accordance with Section 2.5.3.

"Arranger" means Banc One Capital Markets, Inc. and its
successors.

"Article" means an article of this Agreement unless another
document is specifically referenced.

"Authorized Officer" means any of the Chairman, President,
Executive Vice President, Vice President and Chief Financial
Officer, Secretary and Treasurer of the Borrower, or any other
senior officer of the Borrower designated as such in writing to
the Agent by the Borrower, in each case acting singly.

"Benefit Plan" means each employee benefit plan as defined in
Section 3(3) of ERISA.

"Borrower" means Richardson Electronics, Ltd., a Delaware
corporation, and, subject to Section 8.2 herein, its successors
and assigns.

"Borrowing Date" means a date on which an Advance is made
hereunder.

"Borrowing Notice" is defined in Section 2.2.6.

"Business Day" means (i) with respect to any borrowing, payment
or rate selection of Eurodollar Advances, a day (other than a
Saturday or Sunday) on which banks generally are open in Chicago
and New York for the conduct of substantially all of their
commercial lending activities and on which dealings in United
States dollars are carried on in the London interbank market and
(ii) for all other purposes, a day (other than a Saturday or
Sunday) on which banks generally are open in Chicago for the
conduct of substantially all of their commercial lending
activities.

"Capital Expenditures" means, without duplication, any
expenditures for any purchase or other acquisition of any asset
which would be classified as a fixed or capital asset on a
consolidated balance sheet of the Borrower and its Subsidiaries
prepared in accordance with GAAP.

"Capitalized Lease" of a Person means any lease of Property by
such Person as lessee which would be capitalized on a balance
sheet of such Person prepared in accordance with GAAP.

"Capitalized Lease Obligations" of a Person means the amount of
the obligations of such Person under Capitalized Leases which
would be shown as a liability on a balance sheet of such Person
prepared in accordance with GAAP.

"Change" means (i) any change after the date of this Agreement
in the Risk-Based Capital Guidelines or (ii) any adoption of or
change in any other law, governmental or quasi-governmental
rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the
date of this Agreement which affects the amount of capital
required or expected to be maintained by any Lender or any
Lending Installation or any corporation controlling any Lender.

"Change in Control" means Edward J. Richardson shall cease to
own (beneficially or of record), free and clear of any
prohibition or restriction on the transfer or exercise of any
voting rights in respect thereof other than such restrictions in
favor of the Agent and/or the Lenders, in the aggregate at least
the minimum number of outstanding shares of voting stock of the
Borrower required to elect a majority of the Borrower's Board of
Directors and control any amendment of the Borrower's bylaws in
an election in which all outstanding shares entitled to vote are
in fact voted.

"Code" means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time.

"Commercial Letter of Credit" means any Facility Letter of
Credit that is a commercial or trade Letter of Credit.

"Commitment" means, for each Lender, the obligation of such
Lender to make Loans and purchase participation in Facility
Letters of Credit in an aggregate amount not exceeding the
amount set forth opposite its name on Schedule 1 hereto or as
set forth in any Notice of Assignment relating to any assignment
that has become effective pursuant to Section 12.3.2, as such
amount may be modified from time to time pursuant to the terms
hereof.

"Compliance Certificate" means a compliance certificate,
substantially in the form of Exhibit A hereto, signed by the
Chief Financial Officer or Treasurer of the Borrower, showing
the calculations necessary to determine compliance with this
Agreement and stating that no Default or Unmatured Default
exists, or if any Default or Unmatured Default exists, stating
the nature and status thereof.

"Condemnation" is defined in Section 7.8.

"Consolidated Tangible Net Worth" means, as at any date of
determination thereof, the consolidated stockholders' equity of
the Borrower and its Subsidiaries, plus Subordinated Debt and
less the sum of the consolidated Intangible Assets of the
Borrower and its Subsidiaries, all determined as of such date in
accordance with GAAP.

"Contingent Obligation" of a Person means, without duplication,
any agreement, undertaking or arrangement by which such Person
directly or indirectly assumes, guarantees, endorses,
contingently agrees to purchase or provide funds for the payment
of, or otherwise becomes or is contingently liable upon, the
obligation or liability of any other Person, or agrees to
maintain the net worth or working capital or other financial
condition of any other Person, or otherwise assures any creditor
of such other Person against loss, including, without
limitation, any operating agreement, comfort letter, take-or-pay
contract or application or reimbursement agreement for a Letter
of Credit but excluding any endorsement of instruments for
deposit or collection in the ordinary course of business.

"Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the
Borrower or any of its Subsidiaries, are treated as a single
employer under Section 414 of the Code.

"Conversion/Continuation Notice" is defined in Section 2.2.7.

"Credit Party" means the Borrower and each Subsidiary Guarantor.

"Debentures" means the Borrower's 7-1/4% Convertible
Subordinated Debentures due December 15, 2006 and 8-1/4%
Convertible Senior Subordinated Debentures due June 15, 2006.

"Default" means an event described in Article VII.

"Designated Accounts" means accounts not over 90 days past due
owing by a Person (i) residing, located or having its principal
activities or place of business in the United States of America,
the United Kingdom, France, Spain, Germany, Netherlands, or any
province of Canada other than Quebec, and (ii) subject to
service of process within the continental United States of
America, the United Kingdom, France, Spain, Germany,
Netherlands, or any province of Canada other than Quebec.

"Designated Inventory" means inventory located within the
continental United States of America, the United Kingdom,
France, Spain, Germany, Netherlands, or any province of Canada
other than Quebec.

"Dollars", "U.S. Dollars" and "$" mean dollars in lawful
currency of the United States of America.

"Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations,
ordinances, rules, judgments, orders, decrees, injunctions,
permits, grants, franchises, licenses, agreements and other
governmental restrictions relating to (i) the protection of the
environment, (ii) the effect of the environment on human health,
(iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into air, surface
water, ground water or land, or (iv) the manufacture,
processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation
thereof.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any rule or regulation
issued thereunder.

"Eurodollar Advance" means an Advance which bears interest at a
Eurodollar Rate.

"Eurodollar Base Rate" means, with respect to a Eurodollar
Advance for the relevant Eurodollar Interest Period, the
applicable London interbank offered rate for deposits in U.S.
dollars 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 Eurodollar Interest Period, and having a maturity
equal to such Eurodollar Interest Period, provided that, if Dow
Jones Markets (Telerate) Page 3750 is not available for any
reason, the applicable Eurodollar Base Rate for the relevant
Eurodollar Interest Period shall instead be the applicable
London interbank offered rate for deposits in U.S. dollars
appearing on Reuters Screen FRBD as of 11:00 a.m. (London time)
two Business Days prior to the first day of such Eurodollar
Interest Period, and having a maturity equal to such Eurodollar
Interest Period.

"Eurodollar Interest Period" means, with respect to a Eurodollar
Advance, a period of one, two, three or six months commencing on
a Business Day selected by the Borrower pursuant to this
Agreement.  Such Eurodollar Interest Period shall end on (but
exclude) 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 next,
second, third or sixth succeeding month, such Eurodollar
Interest Period shall end on the last Business Day of such next,
second, third or sixth succeeding month.  If a Eurodollar
Interest Period would otherwise end on a day which is not a
Business Day, such Eurodollar 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
Eurodollar Interest Period shall end on the immediately
preceding Business Day.  "Eurodollar Interest Period" may be
amended by the written consent of all of the Lenders and
Borrower to include such other periods not otherwise included
above.

"Eurodollar Loan" means a Loan which bears interest at a
Eurodollar Rate.

"Eurodollar Rate" means, with respect to a Eurodollar Advance
for the relevant Eurodollar Interest Period:

(A)  for the period from July 1, 2000 to and including August
     31, 2000, the sum of (i) the quotient of (a) the Eurodollar
     Base Rate applicable to such Eurodollar Interest Period,
     divided by (b) one minus the Reserve Requirement (expressed
     as a decimal) applicable to such Eurodollar Interest
     Period, plus (ii) one and one half percent (1.50%);

(B)  for the period from September 1, 2000 until the last
     Business Day on which a Eurodollar Interest Period may
     commence hereunder, the sum of (i) the quotient of (a) the
     Eurodollar Base Rate applicable to such Eurodollar Interest
     Period, divided by (b) one minus the Reserve Requirement
     (expressed as a decimal) applicable to such Eurodollar
     Interest Period, plus (ii) the Applicable Margin in effect
     two Business Days prior to the first day of such Eurodollar
     Interest Period.

In all circumstances, the Eurodollar Rate shall be rounded to
the next higher multiple of 1/16 of 1% if the rate is not such a
multiple.

"Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Agent, taxes imposed on its overall
net income, and franchise taxes imposed on it, by (i) the
jurisdiction under the laws of which such Lender or the Agent is
incorporated or organized, or (ii) the jurisdiction in which the
Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

"Facility Letter of Credit Obligations" means, at any date of
determination thereof, all liabilities, whether actual or
contingent, of the Borrower in respect of the Facility Letters
of Credit, including, without limitation, the sum of (i)
Reimbursement Obligations and (ii) the aggregate undrawn face
amount of any outstanding Facility Letters of Credit.

"Facility Letter of Credit Request" is defined in Section 2.3.4.

"Facility Letters of Credit" means, collectively, the Letters of
Credit issued by the Issuer pursuant to Section 2.3.

"Facility Termination Date" means July 1, 2004 or any earlier
date on which the Aggregate Commitment is reduced to zero or
otherwise terminated pursuant to the terms hereof.

"Federal Funds Effective Rate" means, for any day, an interest
rate per annum equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as
published for such day (or, if such day is not a Business Day,
for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the
quotations at approximately 10 a.m. (Chicago time) on such day
on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in
its sole discretion.

"Fiscal Year" means, with respect to the Borrower or any of its
Subsidiaries, the fiscal period beginning on June 1 and ending
on May 31 of each calendar year.

"Floating Rate" means the Alternate Base Rate changing when and
as the Alternate Base Rate changes plus the Applicable Margin
(if any).

"Floating Rate Advance" means an Advance which bears interest at
the Floating Rate.

"GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time; it
being understood and agreed that determinations in accordance
with GAAP for purposes of Sections 2.5.3 and 6.10, including
defined terms as used therein, shall utilize accounting
principles and policies in effect at the time of the preparation
of, and in conformity with those used to prepare, the historical
financial statements delivered to the Lenders pursuant to
Section 6.1.

"Gross Up Event" means the occurrence of any of the events
stated in Sections 3.1 or 3.2 hereof.

"Indebtedness" of a Person means such Person's (i) obligations
for borrowed money, (ii) obligations representing the deferred
purchase price of Property or services (other than accounts
payable arising in the ordinary course of such Person's business
payable on terms customary in the trade), (iii) obligations,
whether or not assumed, secured by Liens (except obligations
secured by Liens permitted under Section 6.16(vi)) or payable
out of the proceeds or production from property now or hereafter
owned or acquired by such Person, (iv) obligations which are
evidenced by notes, acceptances, or other instruments, (v)
Capitalized Lease Obligations, (vi) Rate Hedging Obligations,
(vii) Contingent Obligations, (viii) Subordinated Debt, and (ix)
any other obligation for borrowed money or other financial
accommodation (other than accounts payable arising in the
ordinary course of such Person's business payable on terms
customary in the trade) which in accordance with GAAP would be
shown as a liability on the consolidated balance sheet of such
Person.

"Intangible Assets" means the amount (to the extent reflected in
determining consolidated stockholders' equity) of (i) all write-
ups in the book value of any asset owned or acquired by the
Borrower or a Subsidiary, (ii) all goodwill, covenants not to
compete, prepayments, deferred charges, franchises, patents,
trademarks, service marks, trade names, brand names and
copyrights, (iii) all deferred financing costs (including, but
not limited to, unamortized debt discount and expense,
organization expense and experimental and development expenses,
but excluding prepaid expenses), and (iv) leasehold improvements
not recoverable at the expiration of a lease.

"International Borrower" means individually and collectively,
Burtek Systems, Inc., Richardson Electronics Canada, Ltd.,
Richardson Electronics (Europe) Ltd., RESA, SNC, Richardson
France, SNC, Richardson Electronics Iberia, S.A., Richardson
Electronics GmbH, and Richardson Electronics Benelux B.V.

"International Credit Agreement" means that certain Revolving
Credit Agreement made as of July 1, 2000, by and among the
International Borrower and the Lenders and their respective
Affiliates, as the same may be amended or modified and in effect
from time to time.

"International Guaranty" means that certain Guaranty originally
dated as of July 1, 2000, executed by the Borrower in favor of
International Lender, as the same may be amended or modified and
in effect from time to time.

"International Lenders" means individually and collectively
certain Affiliates of the Lenders and their successors and
assigns.

"International Loan Documents" has the meaning attributed to the
term "Documents" in the International Credit Agreement.

"International Loans" has the meaning attributed to the term

"Loans" in the International Credit Agreement.

"Interest Expense" means, for any period of calculation, all
interest expense on Indebtedness, calculated for such period for
the Borrower and its Subsidiaries on a consolidated basis in
accordance with GAAP.

"Interest Period" means a Eurodollar Interest Period.

"Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers, employees
and sales agents made in the ordinary course of business),
extension of credit (other than accounts receivable arising in
the ordinary course of business on terms customary in the
trade), redemption or other repurchase of its capital stock, or
contribution of capital by such Person, stocks, bonds, mutual
funds, partnership interests, notes, debentures or other
securities owned by such Person and structured notes, derivative
financial instruments and other similar instruments or contracts
owned by such Person.

"Issuance Date" means, with respect to any Facility Letter of
Credit, the date on which such Facility Letter of Credit is
issued hereunder.

"Issuance Fee" means, with respect to any Facility Letter of
Credit on the Issuance Date thereof, such issuance fee as the
Borrower and the Issuer of such Facility Letter of Credit shall
have agreed upon in writing.

"Issuer" is defined in Section 2.3.1.

"Lender" means each of the lenders listed from time to time on
Schedule 1 hereto, along with their respective successors and
assigns (each a "Lender" and, collectively the "Lenders").

"Lending Installation" means, with respect to a Lender or the
Agent, any office, branch, subsidiary or affiliate of such
Lender or the Agent.

"Letter of Credit" of a Person means a letter of credit or
similar instrument which is issued upon the application of such
Person or upon which such Person is an account party or for
which such Person is in any way liable.

"Level I Status" exists at any date if the Senior Funded Debt to
Cash Flow Ratio is less than 1.00:1.00.

"Level II Status" exists at any date if the Senior Funded Debt
to Cash Flow Ratio is greater than or equal to 1.00:1.00 but
less than 1.50:1.00.

"Level III Status" exists at any date if the Senior Funded Debt
to Cash Flow Ratio is greater than or equal to 1.50:1.00 but
less than 2.00:1.00.

"Level IV Status" exists at any date if none of Level I Status,
Level II Status, or Level III Status exists at such date.

"Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, filed financing statement, assignment,
encumbrance or preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other
title retention agreement).

"Loan" means, with respect to a Lender, a loan made by such
Lender pursuant to Article II (or any conversion or continuation
thereof).

"Loan Documents" means this Agreement, the Notes, and any other
documents and agreements contemplated hereby and executed by the
Borrower or a Subsidiary in favor of the Agent or any Lender.

"Material Adverse Effect" means a material adverse effect on (i)
the business, Property, financial condition or results of
operations of the Borrower or any of its Subsidiaries, (ii) the
ability of the Borrower to perform its respective obligations
under any of the Loan Documents, or (iii) the validity or
enforceability of any of the Loan Documents or the rights or
remedies of the Agent or the Lenders thereunder.

"Material Indebtedness" is defined in Section 7.5.

"Multiemployer Plan" means a Plan defined in Section 3(37) of
ERISA to which the Borrower or any member of the Controlled
Group may have any liability.

"Net Income" shall mean, for any period, the net income (or
loss), after provision for taxes, of the Borrower and its
Subsidiaries on a consolidated basis for such period taken as a
single accounting period but excluding any unrealized losses and
gains for such period resulting from mark-to-market of Rate
Hedging Agreements.

"Note" means a promissory note, substantially in the form of
Exhibit B hereto, with appropriate insertions, duly executed and
delivered to the Agent by the Borrower for the account of a
Lender and payable to the order of such Lender in the amount of
its Commitment, including any amendment, modification, renewal
or replacement of such promissory note.

"Notice of Assignment" is defined in Section 12.3.2.

"Obligations" means all unpaid principal of and accrued and
unpaid interest on the Loans, all accrued and unpaid fees
arising under the Loan Documents, all Facility Letter of Credit
Obligations, and all expenses, reimbursements, indemnities and
other obligations of the Borrower to the Lenders or to any
Lender, the Agent or any indemnified party hereunder arising
under the Loan Documents.

"Other Taxes" is defined in Section 3.5(ii).

"Pacific Rim Loans" means loans from ANB or its Affiliates to
certain of the Borrower's Subsidiaries in Singapore and Japan
not exceeding $300 million Japanese Yen plus $3.4 million
Singapore Dollars respectively, in the aggregate at any time
outstanding, or such other amounts, as amended from time to time
by ANB or its Affiliates (with the consent of the Lenders) under
the respective agreements evidencing such loans.

"Participants" is defined in Section 12.2.1.

"Payment Date" means the last Business Day of each of February,
May, August and November.

"Permitted Acquisition" means, at any time of determination, any
Acquisition by the Borrower or any Subsidiary of a business or
entity in substantially the same field of enterprise as the
Borrower or such Subsidiary with respect to which each of the
following requirements is then met:

(i)   Such Acquisition has been approved and recommended by
      the board of directors of the entity to be acquired.
(ii)  The Borrower or such Subsidiary shall have given the
      Agent notice of such Acquisition within ten (10) days
      prior to or following the consummation thereof.
(iii) The aggregate consideration (including, without
      limitation, the purchase price therefor and any
      assumption of debt (other than accounts payable and
      deferred revenue obligations arising in the ordinary
      course of business)) for such Acquisition plus all
      other Acquisitions, less the amount of cash received
      by the Borrower or such Subsidiary from the entities
      being acquired in connection with such Acquisition and
      all other Acquisitions, does not exceed $15 million
      during the Borrower's rolling four consecutive trailing
      fiscal quarters.
(iv)  Prior to and after giving effect to such Acquisition,
      no Default or Unmatured Default shall exist.

"Person" means any natural person, corporation, limited
liability company, firm, joint venture, partnership,
association, enterprise, trust or other entity or organization,
or any government or political subdivision or any agency,
department or instrumentality thereof.

"PBGC" means the Pension Benefit Guaranty Corporation, or any
successor thereto.

"Plan" means an employee pension benefit plan which is covered
by Title IV of ERISA or subject to the minimum funding standards
under Section 302 of ERISA or Section 412 of the Code as to
which the Borrower or any member of the Controlled Group may
have any liability.

"Prime Rate" means a rate per annum equal to the base rate of
interest announced by ANB from time to time, changing when and
as said prime rate changes.  The Prime Rate is a reference rate
and does not necessarily represent the lowest or best rate
actually charged to any customer.  ANB may make commercial loans
or other loans at rates of interest at, above or below the Prime
Rate.

"Pro Rata Share" means, with respect to each Lender at any time,
the ratio such Lender's Commitment bears to the Aggregate
Commitment.

"Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or
other assets owned, leased or operated by such Person.

"Purchasers" is defined in Section 12.3.1.

"Rate Hedging Agreement" means an agreement, device or
arrangement providing for payments which are related to
fluctuations of interest rates, exchange rates or forward rates.
including, but not limited to, dollar-denominated or cross-
currency interest rate exchange agreements, forward currency
exchange agreements, interest rate cap or collar protection
agreements, forward rate currency or interest rate options, puts
and warrants.

"Rate Hedging Obligations" of a Person means any and all
obligations of such Person, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof
and substitutions therefor), under (i) any and all Rate Hedging
Agreements, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Hedging
Agreement.

"Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and
any successor thereto or other regulation or official
interpretation of said Board of Governors relating to reserve
requirements applicable to member banks of the Federal Reserve
System.

"Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and
any successor or other regulation or official interpretation of
said Board of Governors relating to the extension of credit by
banks for the purpose of purchasing or carrying margin stocks
applicable to member banks of the Federal Reserve System.

"Reimbursement Obligations" means, at any time, the aggregate of
the obligations of the Borrower to the Issuer and the Lenders in
respect of all unreimbursed payments or disbursements made by
the Issuer and the Lenders under or in respect of drawings under
the Facility Letters of Credit.

"Reportable Event" means a reportable event as defined in
Section 4043 of ERISA and the regulations issued under such
section, with respect to a Plan, excluding, however, such events
as to which the PBGC by regulation waived the requirement of
Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event, provided, however, that a failure
to meet the minimum funding standard of Section 412 of the Code
and of Section 302 of ERISA shall be a Reportable Event
regardless of the issuance of any such waiver of the notice
requirement in accordance with either Section 4043(a) of ERISA
or Section 412(d) of the Code.

"Required Lenders" means, at any time, Lenders in the aggregate
having at least 66-2/3% of the Aggregate Commitment or,
subsequent to the Facility Termination Date, Lenders in the
aggregate holding at least 66-2/3% of the sum of (i) the
aggregate unpaid principal amount of the outstanding Advances
and (ii) the Facility Letter of Credit Obligations.

"Reserve Requirement" means, with respect to a Eurodollar
Interest Period, the maximum aggregate reserve requirement
(including all basic, supplemental, marginal and other reserves)
which is imposed under Regulation D on Eurocurrency liabilities.

"Risk-Based Capital Guidelines" means (i) the risk-based capital
guidelines in effect in the United States on the date of this
Agreement, including transition rules, and (ii) the
corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988
report of the Basle Committee on Banking Regulation and
Supervisory Practices Entitled "International Convergence of
Capital Measurements and Capital Standards," including
transition rules, and any amendments to such regulations adopted
prior to the date of this Agreement.

"Section" means a numbered section of this Agreement, unless
another document is specifically referenced.

"Senior Funded Debt" means the sum of all Indebtedness that (i)
is not Subordinated Debt and (ii) by its terms is or will become
interest bearing, including, but not limited to, Capitalized
Lease Obligations and the Obligations hereunder.

"Senior Funded Debt to Cash Flow Ratio" means, as at any date of
determination thereof, the ratio of (i) Senior Funded Debt
outstanding at the end of the fiscal quarter ending on or most
recently ended prior to such date of determination to (ii) Total
Cash Flow, in each case calculated as at such date of
determination for the Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP, and with respect to
Total Cash Flow calculated for the period of four consecutive
fiscal quarters ending on or most recently ended prior to such
date of determination.

"Settlement Date" is defined in Section 2.4.3.

"Single Employer Plan" means a Plan maintained by the Borrower
or any member of the Controlled Group for employees of the
Borrower or any member of the Controlled Group.

"Standby Letter of Credit" means any Facility Letter of Credit
that is an irrevocable standby Letter of Credit.

"Status" means, at any date of determination, whichever of Level
I Status, Level II Status, Level III Status or Level IV Status
exists at such time.

"Subordinated Debt" means the Debentures and any unsecured
Indebtedness of the Borrower (a) no part of the principal of
which is stated to be payable or is required to be paid (whether
by way of mandatory sinking fund, mandatory redemption,
mandatory prepayment or otherwise) prior to the Facility
Termination Date, and the payment of the principal of and
interest on which and other obligations of the Borrower in
respect thereof are subordinated to the prior payment in full of
principal of and interest (including post-petition interest) on
the Notes and all other obligations and liabilities of the
Borrower to the Agent and the Lenders hereunder on terms and
conditions first approved in writing by the Required Lenders and
(b) otherwise containing terms, covenants and conditions
satisfactory in form and substance to the Required Lenders, as
evidenced by their prior written approval thereof.

"Subsidiary" of any Person means (i) any corporation more than
50% of whose stock of any class or classes having by the terms
thereof ordinary voting power to elect a majority of the
directors of such corporation (irrespective of whether or not at
the time stock of any class or classes of such corporation shall
have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries and (ii) any partnership,
association (including business trusts), joint venture, limited
liability company or other entity in which such Person directly
or indirectly through Subsidiaries, has more than 50% voting or
equity interest at the time.

"Substantial Portion" means, with respect to the Property of the
Borrower and its Subsidiaries, Property (except for inventory
sold in the ordinary course of business) which (i) represents
more than ten percent (10%) of the consolidated assets of the
Borrower and its Subsidiaries as at the last day of the calendar
month ending on or most recently ended prior to the date on
which such determination is made, or (ii) is responsible for
more than ten percent (10%) of the consolidated net sales or of
the consolidated net income of the Borrower and its Subsidiaries
for the period of twelve complete consecutive calendar months
ending on or most recently ended prior to the date on which such
determination is made.

"Swing Line Commitment" means $5,000,000, as such amount may be
reduced from time to time in the sole discretion of the Swing
Line Lender.

"Swing Line Lender" means ANB in its capacity as a provider of
Swing Line Loans under this Agreement and its successors and
assigns in such capacity.

"Swing Line Loan" is defined in Section 2.4.

"Taxes" means any and all present or future taxes, duties,
levies, imposts, deductions, charges or withholdings, and any
and all liabilities with respect to the foregoing, but excluding
Excluded Taxes.

"Total Cash Flow" means, as at any date of determination
thereof, the sum of Net Income, Interest Expense, income taxes,
depreciation and amortization in each case calculated as at such
date of determination for the Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP.  Neither cash nor
non-cash charges reflecting extraordinary terms, unusual items,
or one time charges will be added back for the purpose of Total
Cash Flow calculation.

"Transferee" is defined in Section 12.4.

"Type" means, with respect to any Advance, its nature as a
Eurodollar Advance or a Floating Rate Advance.

"Unfunded Liabilities" means the amount (if any) by which the
present value of all vested and unvested accrued benefits under
all Single Employer Plans exceeds the fair market value of all
such Plan assets allocable to such benefits, all determined as
of the then most recent valuation date for such Plans as if such
Plans were terminating on such date under Section 4041 of ERISA.
"Unmatured Default" means an event which but for the lapse of
time or the giving of notice, or both, would constitute a
Default.

"Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary
all of the outstanding voting securities of which shall at the
time be owned or controlled, directly or indirectly, by such
Person or one or more Wholly-Owned Subsidiaries of such Person,
or by such Person and one or more Wholly-Owned Subsidiaries of
such Person, or (ii) any partnership, association, joint venture
or similar business organization 100% of the ownership interests
having ordinary voting power of which shall at the time be so
owned or controlled.

The foregoing definitions shall be equally applicable to both
the singular and plural forms of the defined terms.

ARTICLE II

THE CREDITS

2.1   Description of Facility.  Upon the terms and subject to
the conditions set forth in this Agreement, the Lenders hereby
grant to the Borrower a revolving credit facility pursuant to
which:  (i) each Lender severally agrees to make Loans to the
Borrower in accordance with Section 2.2; and (ii) each Lender
severally agrees to purchase participation in Facility Letters
of Credit in accordance with Section 2.3; provided, however,
that in no event may the sum of (1) the aggregate principal
amount of all outstanding Advances (including Swing Line Loans)
and (2) the Facility Letter of Credit Obligations exceed the
Aggregate Commitment.

2.2   Advances.

2.2.1  Commitment.  From and including the date of this
Agreement and prior to the Facility Termination Date, each
Lender severally agrees, on the terms and conditions set forth
in this Agreement, to make Loans to the Borrower from time to
time in amounts not to exceed in the aggregate at any one time
outstanding (after giving effect to the intended use of proceeds
of any Loan used to repay any outstanding Reimbursement
Obligations) the amount of its Commitment.  Subject to the terms
of this Agreement, the Borrower may borrow, repay, and reborrow
from each Lender at any time prior to the Facility Termination
Date.  The Commitment of each Lender to lend hereunder shall
expire on the Facility Termination Date.

2.2.2  Termination.  All outstanding Advances and all other
unpaid Obligations owing to each Lender shall be paid in full by
the Borrower on the Facility Termination Date.

2.2.3  Ratable Loans.  Each Advance hereunder shall consist of
Loans made from the several Lenders ratably in proportion to
their respective Pro Rata Share.

2.2.4  Types of Advances. The Advances may be Eurodollar
Advances, Floating Rate Advances or a combination thereof,
selected by the Borrower in accordance with Sections 2.2.6 and
2.2.7.

2.2.5  Minimum Amount of Each Advance.  Each Eurodollar Advance
shall be in the minimum amount of $1,000,000 (and in multiples
of $100,000 if in excess thereof), and each Floating Rate
Advance shall be in the minimum amount of $300,000 (and in
multiples of $100,000 if in excess thereof); provided, however,
that any Floating Rate Advance may be in the amount of the
unused Aggregate Available Loan Commitment should the Aggregate
Available Loan Commitment be less than $300,000.

2.2.6  Method of Selecting Types and Interest Periods for New
Advances.  The Borrower shall select the Type of Advance and, in
the case of each Eurodollar Advance, the Eurodollar Interest
Period applicable to each such Eurodollar Advance from time to
time.  The Borrower shall give the Agent irrevocable notice (a
"Borrowing Notice") not later than 10:00 a.m. (Chicago time) on
the Borrowing Date of each Floating Rate Advance and not later
than 12:00 noon (Chicago time) at least three (3) Business Days
before the Borrowing Date for each Eurodollar Advance,
specifying:
   (i)   the Borrowing Date, which shall be a Business Day,
         of such Advance;

   (ii)  the aggregate amount of such Advance;

   (iii) the Type of Advance selected; and

   (iv)  in the case of each Eurodollar Advance, the
         Eurodollar Interest Period applicable thereto
         (which may not end after the Facility Termination
         Date).

Not later than noon (Chicago time) on each Borrowing Date, each
Lender shall make available its Loan or Loans, in funds
immediately available in Chicago to the Agent at its address
specified pursuant to Article XIII.  The Agent will make the
funds so received from the Lenders available to the Borrower at
the Agent's aforesaid address.

2.2.7  Conversion and Continuation of Outstanding Advances.
Floating Rate Advances shall continue as Floating Rate Advances
unless and until such Floating Rate Advances are converted into
Eurodollar Advances.  Each Eurodollar Advance shall continue as
a Eurodollar Advance until the end of the then applicable
Eurodollar Interest Period therefor, at which time such
Eurodollar Advance shall be automatically converted into a
Floating Rate Advance unless the Borrower shall have given the
Agent a Conversion/Continuation Notice (as defined below)
requesting that, at the end of such Eurodollar Interest Period,
such Eurodollar Advance either continue as a Eurodollar Advance
for the same or another Eurodollar Interest Period or be
converted into a Floating Rate Advance.  Subject to the terms of
Section 2.2.5, the Borrower may elect from time to time to
convert all or any part of an Advance of either Type into the
other Type of Advance; provided that any conversion of any
Eurodollar Advance shall be made on, and only on, the last day
of the Eurodollar Interest Period applicable thereto.  The
Borrower shall give the Agent irrevocable notice (a
"Conversion/Continuation Notice") of each conversion of an
Advance or continuation of a Eurodollar Advance not later than
12:00 noon (Chicago time) (a) in the case of a conversion into a
Floating Rate Advance, at least one Business Day before the date
of the requested conversion, and (b) in the case of a conversion
into or continuation of a Eurodollar Advance, at least three
Business Days prior to the date of the requested conversion or
continuation, specifying:

   (i)   the requested date (which shall be a Business Day)
         of such conversion or continuation;

   (ii)  the aggregate amount and Type of Advance(s) which is
         to be converted or continued; and

   (iii) the amount and Type(s) of Advance(s) into which such
         Advance is to be converted or continued and, in the
         case of a conversion into or continuation of a
         Eurodollar Advance, the duration of the Eurodollar
         Interest Period applicable thereto (which may not end
         after the Facility Termination Date).

2.3    Facility Letters of Credit.

2.3.1  Obligation to Issue.  From and including the date of this
Agreement and prior to the Business Day prior to the Facility
Termination Date, the Agent agrees, on the terms and conditions
set forth in this Agreement and on behalf of each of the
Lenders, to issue for the account of the Borrower one or more
Facility Letters of Credit in accordance with this Section 2.3
(the Agent in such capacity is referred to as the "Issuer").

2.3.2  Types and Amounts.  The Issuer shall not have any
obligation to and shall not:

   (i)   issue any Facility Letter of Credit if the aggregate
         maximum amount then available for drawing under Letters
         of Credit issued by the Issuer, after giving effect to
         the Facility Letter of Credit requested hereunder,
         shall exceed any limit imposed by law or regulation
         upon the Issuer;

   (ii)  issue any Facility Letter of Credit if, after giving
         effect thereto, the sum of (a) the Facility Letter of
         Credit Obligations plus (b) the aggregate unpaid
         principal balance of the Advances (including Swing
         Line Loans) would exceed the Aggregate Commitment;

   (iii) issue any Facility Letter of Credit which has an
         expiry date (a) later than twelve months after the
         Issuance Date thereof or (b) on or after five days
         prior to the Facility Termination Date; or

   (iv)  issue any Facility Letter of Credit if, after giving
         effect to such Facility Letter of Credit requested
         hereunder, the Facility Letter of Credit Obligations
         would exceed $10,000,000 in the aggregate.

2.3.3   Conditions.  In addition to being subject to the
satisfaction of the conditions contained in Sections 4.1 and
4.2, the obligation of the Issuer to issue any Facility Letter
of Credit is subject to the satisfaction in full of each of the
following conditions:

   (i)   the Borrower shall have delivered to the Issuer at such
         times and in such manner as the Issuer may reasonably
         prescribe such documents and materials as may be
         required pursuant to the terms of the requested
         Facility Letter of Credit (it being understood that if
         any inconsistency exists between the Issuer's Letter of
         Credit documents and the Loan Documents, the terms of
         the Loan Documents shall govern and control) and the
         requested Facility Letter of Credit shall be reasonably
         satisfactory to the Issuer as to form and content; and

   (ii)  as of the Issuance Date, no order, judgment or decree
         of any court, arbitrator or governmental authority
         shall purport by its terms to enjoin or restrain the
         Issuer from issuing the requested Facility Letter of
         Credit and no law, rule or regulation applicable to the
         Issuer and no request or directive (whether or not
         having the force of law) from any governmental
         authority with jurisdiction over the Issuer shall
         prohibit or request that the Issuer refrain from the
         issuance of Letters of Credit generally or the issuance
         of such requested Facility Letter of Credit in
         particular.

2.3.4  Procedure for Issuance of Facility Letters of Credit.

  (a)  The Borrower shall give the Issuer written notice not
later than noon (Chicago time) at least three Business Days
before the Issuance Date of any requested Facility Letter of
Credit (each a "Facility Letter of Credit Request") (except
that, in lieu of such written notice, the Borrower may give the
Issuer notice of such request by tested telex or other tested
arrangement satisfactory to the Issuer).  Such Facility Letter
of Credit Request shall be irrevocable and shall specify:

   (1)  the stated amount of such requested Facility Letter
        of Credit;

   (2)  the Issuance Date (which day shall be a Business Day);

   (3)  the date on which such requested Facility Letter of
        Credit is to expire (which date shall be a Business Day
        and shall in no event be later than five days prior to
        the Facility Termination Date);

   (4)  the purpose for which such Facility Letter of Credit is
        to be issued;

   (5)  the Person for whose benefit the requested Facility
        Letter of Credit is to be issued; and

   (6)  whether the requested Facility Letter of Credit will be
        a Commercial Letter of Credit or a Standby Letter of
        Credit.

Prior to the issuance of the requested Facility Letter of
Credit, the Borrower shall provide the Issuer with a copy of the
form of the Facility Letter of Credit it is requesting be
issued.  The Issuer will notify each Lender within a reasonable
time following the issuance of each Facility Letter of Credit.

  (b)  Subject to the terms and conditions of this Section 2.3.4
and provided that the applicable conditions set forth in
Sections 4.1 (in the case of the initial Facility Letter of
Credit), 4.2 and 2.3.3 have been satisfied, the Issuer shall, on
the applicable Issuance Date, issue a Facility Letter of Credit
on behalf of the Borrower in accordance with the Issuer's usual
and customary business practices.

  (c)  The Issuer shall not extend or amend any Facility Letter
of Credit unless the requirements of Sections 2.3.2 and 2.3.4
are met.

2.3.5  Reimbursement Obligations.

  (a) (i) The Issuer shall promptly notify the Borrower of any
draw under such Facility Letter of Credit.  The Borrower shall
reimburse the Issuer for drawings under Standby Letters of
Credit (including the Issuer's issuing costs) no later than the
Business Day after the payment in respect of such Standby Letter
of Credit by the Issuer, together with interest thereon at the
Alternate Base Rate from the date of payment on such Standby
Letter of Credit by the Issuer to and including the date on
which the Issuer is reimbursed for such payment by the Borrower.
The Borrower shall reimburse the Issuer for drawings under
Commercial Letters of Credit (including the Issuer's issuing
costs) no later than the Business Day after the payment in
respect of such Commercial Letter of Credit by the Issuer,
together with interest thereon at the Alternate Base Rate from
the date of payment on such Commercial Letter of Credit by the
Issuer to and including the date on which the Issuer is
reimbursed for such payment by the Borrower; and

    (ii) Any Reimbursement Obligation with respect to any
Facility Letter of Credit which is not paid on the date when due
in accordance with Section 2.3.5(a)(i) shall (A) if there is
availability for such an Advance pursuant to Section 2.2, be
automatically converted on such date into a Floating Rate
Advance and shall bear interest at the Floating Rate or (B) if
there is no availability for an Advance pursuant to Section 2.2,
be payable on demand and bear interest until paid at a rate per
annum equal to the sum of (a) the Floating Rate plus (b) 2% per
annum.

  (b)  Any action taken or omitted to be taken by the Issuer
under or in connection with any Facility Letter of Credit, if
taken or omitted in the absence of willful misconduct or gross
negligence, shall not put the Issuer under any resulting
liability to any Lender or, assuming that the Issuer has
complied with the procedures specified in Section 2.3.4(b) and
such Lender has not given a notice contemplated by Section
2.3.6(a) that continues in full force and effect, relieve such
Lender of its obligations hereunder to the Issuer.  In
determining whether to pay under any Facility Letter of Credit,
the Issuer shall have no obligation relative to the Lenders or
the Borrower other than to confirm that any documents required
to be delivered under such Facility Letter of Credit appear to
comply on their face with the requirements of such Facility
Letter of Credit.

2.3.6  Participation.

  (a)  Immediately upon issuance by the Issuer of any Facility
Letter of Credit in accordance with the procedures set forth in
Section 2.3.4, each Lender shall be deemed to have irrevocably
and unconditionally purchased and received from the Issuer,
without recourse or warranty, an undivided interest and
participation equal to its Pro Rata Share in such Facility
Letter of Credit (including, without limitation, all obligations
of the Borrower with respect thereto) and any security therefor
or guaranty pertaining thereto; provided, that a Letter of
Credit issued by the Issuer shall not be deemed to be a Facility
Letter of Credit for purposes of this Section 2.3.6 if the
Issuer shall have received written notice from any Lender on or
before 10:00 a.m. (Chicago time) on the Issuance Date of such
Letter of Credit that one or more of the conditions contained in
Section 4.2 is not then satisfied, and, in the event the Issuer
receives such a notice, it shall have no further obligation to
issue any Facility Letter of Credit until such notice is
withdrawn by such Lender or such condition has been satisfied or
has been effectively waived in accordance with the provisions of
this Agreement.

  (b)  In the event that the Issuer makes any payment under any
Facility Letter of Credit and the Borrower shall not have repaid
such amount to the Issuer pursuant to Section 2.3.5, the Issuer
shall promptly notify each Lender of such failure, and each
Lender shall promptly and unconditionally pay to the Issuer for
the Issuer's account the amount of such Lender's Pro Rata Share
of the unreimbursed amount of any such payment.  The failure of
any Lender to make available to the Issuer its Pro Rata Share of
the unreimbursed amount of any such payment shall not relieve
any other Lender of its obligation hereunder to make available
to the Issuer its Pro Rata Share of the unreimbursed amount of
any payment on the date such payment is to be made, but no
Lender shall be responsible for the failure of any other Lender
to make available to the Issuer its Pro Rata Share of the
unreimbursed amount of any payment on the date such payment is
to be made.

  (c)  Whenever the Issuer receives a payment on account of a
Reimbursement Obligation, including any interest thereon, it
shall promptly pay to the account of each Lender which has
funded its participating interest therein, in immediately
available funds, an amount equal to each such Lender's Pro Rata
Share thereof.

  (d)  The obligations of a Lender to make payments to the
Issuer with respect to a Facility Letter of Credit shall be
absolute, unconditional and irrevocable, not subject to any
counterclaim, set-off, qualification or exception whatsoever and
shall be made in accordance with the terms and conditions of
this Agreement under all circumstances.  Nothing contained in
this Section 2.3.6(d) shall impair or adversely affect any claim
any Lender may have against the Issuer or any other Lender with
respect to any gross negligence or willful misconduct of the
Issuer or such other Lender in respect of any Facility Letter of
Credit.

2.3.7  Payment of Reimbursement Obligations.

  (a)  The Borrower agrees to pay to the Issuer the amount of
all Reimbursement Obligations, interest and other amounts
payable to the Issuer under or in connection with each Facility
Letter of Credit immediately when due, irrespective of any
claim, set-off, defense or other right which the Borrower or any
Subsidiary may have at any time against the Issuer, the Agent or
any other Person, under all circumstances, including without
limitation, any of the following circumstances:

      (i) any lack of validity or enforceability of this
Agreement or any of the other Loan Documents;

      (ii) the existence of any claim, setoff, defense or other
right which the Borrower or any Subsidiary may have at any time
against a beneficiary named in a Facility Letter of Credit or
any transferee of any Facility Letter of Credit (or any Person
for whom any such transferee may be acting), the Issuer, any
Lender, or any other Person, whether in connection with this
Agreement, any Facility Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including any
underlying transactions between the Borrower or any Subsidiary
and the beneficiary named in any Facility Letter of Credit);

      (iii) any draft, certificate or any other document
presented under the Facility Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or
any statement therein being untrue or inaccurate in any respect;

     (iv) the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Loan
Documents;

     (v) the occurrence of any Default or Unmatured Default.

  (b)  In the event any payment by the Borrower or any
Subsidiary received by the Issuer with respect to a Facility
Letter of Credit and distributed to the Lenders on account of
their participation is thereafter set aside, avoided or
recovered from the Agent in connection with any receivership,
liquidation, reorganization or bankruptcy proceeding, each
Lender which received such distribution shall, upon demand by
the Issuer, contribute such Lender's Pro Rata Share of the
amount set aside, avoided or recovered together with interest at
the rate required to be paid by the Issuer upon the amount
required to be repaid by it.

2.4  Swing Line Commitment.

2.4.1  Swing Line Loans.  The Swing Line Lender in its sole and
absolute discretion, from and including the date of this
Agreement and prior to the Revolving Facility Termination Date,
may make, on a revolving credit basis, loans (collectively,
"Swing Line Loans") to the Borrower in such aggregate amounts as
Borrower may from time to time request from the Swing Line
Lender; provided, after giving effect to such Swing Line Loan,
(i) the aggregate outstanding amount of all Swing Line Loans
does not exceed the Swing Line Commitment, and (ii) Borrower's
Swing Line Loans, plus other Advances, plus Facility Letter of
Credit Obligations do not exceed the Aggregate Commitment.
Subject to the terms of this Agreement, the Borrowers may
borrow, repay and reborrow Swing Line Loans at any time prior to
the Facility Termination Date.  All Swing Line Loans shall be
Floating Rate Advances.  No Swing Line Loan shall be used for
the purpose of funding the payment of principal of any other
Swing Line Loan.  Each Swing Line Loan shall be in an amount of
$100,000 or an integral multiple of $10,000 in excess thereof.
The Borrower shall repay to the Agent for the account of the
Swing Line Lender the outstanding principal amount of each Swing
Line Loan on the earlier of the maturity date specified in the
related notice of borrowing pursuant to Section 2.4.2 (which
maturity shall be no later than the fifth Business Day after the
requested date of such Swing Line Loan) and the Facility
Termination Date.

2.4.2  Swing Line Loan Borrowing Procedures.  The Borrower shall
give written irrevocable notice or telephonic notice (followed
immediately by written confirmation thereof) to the Swing Line
Lender and the Agent of each proposed Swing Line Loan not later
than 12:00 p.m. (Chicago time) on the proposed date of such
Swing Line Loan.  Each borrowing of a Swing Line Loan shall be
on a Business Day.  Each such notice shall be effective upon
receipt by the Swing Line Lender and the Agent and shall specify
the date, amount and maturity of such Swing Line Loan.  If the
Swing Line Lender elects to make the requested Swing Line Loan,
the Swing Line Lender will, no later than 3:00 p.m. (Chicago
time) on the date of a proposed Swing Line Loan, provide the
Agent at the address specified pursuant to Schedule 2 with
immediately available funds covering the amount of such Swing
Line Loan and, so long as the Agent has not received written
notice that the conditions precedent set forth in Article 4 with
respect to such Swing Line Loan have not been satisfied, the
Agent shall pay over the funds  received by the Agent to the
requesting Borrower on the requested borrowing date.

2.4.3  Participations:  Reimbursement by Lenders.  Upon the
earlier of (a) a Business Day occurring no less frequently than
weekly, as determined by the Agent and notice of which has been
provided to the Lenders and (b) the Business Day on which
written demand by the Swing Line Lender, with a copy of such
demand to the Agent, is received by each Lender (such date, the
"Settlement Date"), each other Lender shall purchase from the
Swing Line Lender, and the Swing Line Lender shall sell and
assign to each such other Lender, such other Lender's Pro Rata
Share of such outstanding Swing Line Loans as of such Settlement
Date, by making available for the account of the Swing Line
Lender, by deposit at the office specified by the Agent, in same
day funds, an amount equal to the portion of the outstanding
principal amount, of such Swing Line Loans to be purchased by
such Lender.  Borrower agrees to each such sale and assignment.
If and to the extent any Lender shall not have made the amount
of such Swing Line Loan available to the Agent by 2:00 p.m.
(Chicago time) on the Settlement Date (it being understood that
any such notice received after noon (Chicago time) on any
Business Day shall be deemed to have been received on the next
following Business Day, such Lender agrees to pay interest on
such amount to the Agent for the Swing Line Lender's account
forthwith on demand for each day from the date such amount was
to have been delivered to the Agent to the date such amount is
paid, at a rate per annum equal to the Federal Funds Effective
Rate for such day for the first three days and, thereafter, the
interest rate applicable to Swing Line Loans.  Any Lender's
failure to make available to the Agent its Pro Rata Percentage
of any such Swing Line Loan shall not relieve any other Lender
of its obligation hereunder to make available to the Agent such
other Lender's Pro Rata Percentage of such Swing Line Loan, but
no Lender shall be responsible for the failure of any other
Lender to make available to the Agent such other Lender's Pro
Rata Percentage of any such Swing Line Loan.  If such Lender
shall pay to the Agent such amount for the account of the Swing
Line Lender on any Business Day, such amount so paid in respect
of principal shall constitute a Swing Line Loan made by such
Lender on such Business Day for purposes of this Agreement, and
the outstanding principal amount of the Swing Line Loan made by
the Swing Line Lender shall be reduced by such amount on such
Business Day.

2.4.4  Rights as Lender.  In its capacity as a Lender, the Swing
Line Lender shall have the same rights and obligations as any
other Lender.

2.5  General Facility Terms.

2.5.1  Fees; Reductions in Aggregate Commitment.
2.5.1.1  Fees.  The Borrower agrees to pay to the Agent the
following fees
     (i)  Facility Fee.  For the account of each Lender in
proportion to such Lender's Pro Rata Share, an annual facility
fee equal to the product of (a) twenty five (25) basis points,
and (b) the Aggregate Commitment, which annual facility fee
shall be computed and earned in its entirety on the date of this
Agreement and each July 1 thereafter prior to the Facility
Termination Date.  The annual facility fee shall be payable
quarterly in four equal installments in arrears on August 31,
2000 and on the last Business Day of each August, November,
February and May thereafter prior to the Facility Termination
Date with the outstanding unpaid balance of such fee due on the
Facility Termination Date.  Such facility fee shall in no
circumstances be refundable to the Borrower, provided however
that such facility fee shall be prorated for the actual days of
any year (commencing January 1) in which a Facility Termination
Date occurs solely because of Borrower's irrevocable payoff of
all Loans on account of a breach by Lenders of Section 10.12
hereof or the occurrence of a Gross Up Event.

     (ii)  Agent Fees.  For the Agent's own account, such fees
as the Borrower and the Agent shall have agreed upon pursuant to
that certain letter agreement dated April 28, 2000 between the
Borrower and the Agent, or as otherwise agreed upon from time to
time.

     (iii)  Standby Letter of Credit Commission.  For the
account of each Lender, a Standby Letter of Credit Fee payable
quarterly on the last Business Day of each February, May, August
and November at a per annum rate equal to the product of the
then Applicable Margin and the average amount of Standby Letters
of Credit outstanding during the immediately preceding fiscal
quarter of the Borrower.

     (iv)  Issuance Fee.  The Borrower shall pay to the Issuer
on or before the Issuance Date of each Facility Letter of Credit
(or such later date as the Borrower and the Issuer shall agree
upon in writing), solely for the account of the Issuer, the
Issuance Fee in respect of such Facility Letter of Credit and
shall also pay from time to time, upon written demand from
Issuer, the Issuer's reasonable and customary costs of issuing
and servicing such Facility Letter of Credit.

     (v)  International Credit Agreement Facility Participation
Fee.  As part of their credit arrangements with the Borrower,
the Lenders have heretofore agreed to participate as risk
participants or otherwise in the International Credit Agreement.
For the account of each Lender, in consideration of each
Lender's agreement to participate as risk participants or
otherwise in the International Credit Agreement, which
participation inures to the benefit of the Borrower, the
Borrower will pay the Agent for the ratable account of the
Lenders, a facility participation fee equal to 0.25% of the
Commitment ("Commitment" as defined in the International Credit
Agreement) which fee will be payable in quarterly installments
in arrears on the last Business Day of each August, November,
February, and May.  Such facility participation fee shall in no
circumstances be refundable to the Borrower or the International
Borrowers, provided however that such facility participation fee
shall be prorated for the actual days of any year (commencing
January 1) in which a Facility Termination Date occurs solely
because of Borrower's irrevocable payoff of all Loans on account
of a breach by Lenders of Section 10.12 hereof or the occurrence
of a Gross Up Event.

2.5.1.2  Reductions in Aggregate Commitments.  The Borrower may
permanently reduce the Aggregate Commitment in whole, or in part
ratably among the Lenders in integral multiples of $1,000,000
upon at least three Business Days' written notice to the Agent,
which notice shall specify the amount of any such reduction,
provided, however, that the amount of the Aggregate Commitment
may not be reduced below an amount equal to the sum of (a) the
aggregate principal amount of the outstanding Advances plus (b)
the Facility Letter of Credit Obligations.

2.5.2  Optional Principal Payments; Mandatory Principal
Payments. The Borrower may from time to time pay all outstanding
Advances, or, pay in a minimum aggregate amount of $100,000 (for
Floating Rate Advances) and $1,000,000 (for Eurodollar Advances)
or any integral multiple of $100,000 in excess thereof, (i)
without penalty or premium, any portion of the outstanding
Floating Rate Advances upon prior notice to the Agent not later
than 10:30 a.m. (Chicago time) at least one (1) Business Day
before the date of such prepayment or (ii) subject to the
indemnity provisions of Section 3.4, any portion of the
outstanding Eurodollar Advances upon prior notice to the Agent
not later than 10:30 a.m. (Chicago time) at least two (2)
Business Days prior to the date of such prepayment.  Any
Eurodollar Advance paid prior to the last day of its applicable
Interest Period shall be subject to the indemnity provisions of
Section 3.4.  Notwithstanding anything in this Section 2.5.2 to
the contrary, if at any time the sum of the aggregate unpaid
principal balance of the Advances plus the Facility Letter of
Credit Obligations exceeds the Aggregate Commitment, the
Borrower shall, subject to the indemnity provisions of Section
3.4, make an immediate mandatory payment on the Advances equal
to such excess.

2.5.3  Applicable Margin.  The Applicable Margin set forth below
shall be subject to adjustment (upwards or downwards, as
appropriate) based on the Borrower's Status as at the end of
each fiscal quarter in accordance with the table set forth
below.  The Borrower's Status as at the last day of each fiscal
quarter shall be determined from the then most recent annual or
quarterly financial statements of the Borrower delivered by the
Borrower pursuant to Section 6.1(i) or 6.1(ii) and the
Compliance Certificate delivered by the Borrower pursuant to
Section 6.1(iv).  The adjustment, if any, to the Applicable
Margin shall be effective commencing five (5) days after the
delivery to the Lenders of such financial statements and
Compliance Certificate.  In the event that the Borrower shall at
any time fail to furnish to the Lenders such financial
statements and Compliance Certificate within the time
limitations specified by Section 6.1, then the maximum
Applicable Margin shall apply from the date of such failure
until the fifth (5th) day after such financial statements and
Compliance Certificate are so delivered.  Notwithstanding
anything to the contrary contained herein, the Borrower's Status
from the date of this Agreement to and including the later of
(i) August 31, 2000 or (ii) five (5) days after the delivery to
the Lender of the May 31, 2000 financial statements of the
Borrower accompanied by a current Compliance Certificate, shall
be deemed to be Level III Status.

     APPLICABLE    LEVEL I    LEVEL II    LEVEL III    LEVEL IV
       MARGIN      STATUS      STATUS      STATUS       STATUS
Eurodollar Rate     1.00%       1.25%       1.50%        1.75%
Floating Rate       0.00%       0.00%       0.00%        0.00%

2.5.4  Changes in Interest Rate, etc.  Each Floating Rate
Advance shall bear interest on the outstanding principal amount
thereof, for each day from and including the date such Floating
Rate Advance is made or is converted from a Eurodollar Advance
into a Floating Rate Advance pursuant to Section 2.2.6 to but
excluding the date it becomes due or is converted into a
Eurodollar Advance pursuant to Section 2.2.6 at a rate per annum
equal to the Floating Rate for such day.  Changes in the rate of
interest on that portion of any Advance maintained as a Floating
Rate Advance will take effect simultaneously with each change in
the Alternate Base Rate.  Each Eurodollar Advance shall bear
interest on the outstanding principal amount thereof from and
including the first day of the Interest Period applicable
thereto to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such
Eurodollar Advance.

2.5.5  Rates Applicable After Default.  Notwithstanding anything
to the contrary contained in Section 2.2.5 or 2.2.6, during the
continuance of a Default or Unmatured Default the Required
Lenders may, at their option, by notice to the Borrower (which
notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous
consent of the Lenders to changes in interest rates), declare
that no Advance may be made as, converted into or continued as a
Eurodollar Advance.  During the continuance of a Default the
Required Lenders may, at their option, by notice to the Borrower
(which notice may be revoked at the option of the Required
Lenders notwithstanding any provision of Section 8.2 requiring
unanimous consent of the Lenders to changes in interest rates),
declare that (i) each Eurodollar Advance shall bear interest for
the remainder of the applicable Interest Period at the rate
otherwise applicable to such Interest Period plus, to the extent
permitted by law, 2% per annum and (ii) each Floating Rate
Advance shall bear interest at a rate per annum equal to the
Floating Rate otherwise applicable to the Floating Rate Advance
plus, to the extent permitted by law, 2% per annum, provided
that, during the continuance of a Default under Section 7.6 or
7.7 the interest rates set forth in clauses (i) and (ii) above
shall be applicable to all Advances without any election or
action on the part of the Agent or any Lender.

2.5.6  Method of Payment.  All payments of the Obligations
hereunder shall be made, without setoff, deduction, or
counterclaim, in immediately available funds to the Agent at the
Agent's address specified pursuant to Article XIII, or at any
other Lending Installation of the Agent specified in writing by
the Agent to the Borrower, by noon (local time at the relevant
Lending Installation) on the date when due and the Agent will
promptly distribute to each Lender its ratable share of each
such payment received by the Agent for the account of the
Lenders; provided, however, that if on any date the Borrower
shall pay less than the full amount of Obligations owing on such
date, such payment shall be distributed to the Lenders ratably
based upon the ratio of the aggregate amount of Obligations
owing to each such Lender on such date to the aggregate amount
of Obligations owing to all the Lenders on such date.  Each
payment delivered to the Agent for the account of any Lender
shall be delivered promptly by the Agent to such Lender in the
same type of funds that the Agent received at its address
specified pursuant to Article XIII or at any Lending
Installation specified in a notice received by the Agent from
such Lender.  The Agent is hereby authorized to charge the
account of the Borrower maintained with ANB for each payment of
principal, interest and fees as it becomes due hereunder.

2.5.7  Notes; Telephonic Notices.  Each Lender is hereby
authorized to record the principal amount of each of its Loans
and each repayment on the schedule attached to its applicable
Note(s), and such entries shall be prima facie evidence of the
existence and the amounts of the Obligations therein recorded;
provided, however, that neither the failure to so record nor any
error in such recordation shall affect the Borrower's
obligations under any such Note.  The Borrower hereby authorizes
the Lenders and the Agent to extend, convert or continue
Advances, effect selections of Types of Advances and to transfer
funds and issue Facility Letters of Credit in each case based on
telephonic notices made by any Authorized Officer or Authorized
Officers the Agent or any Lender in good faith believes to be
acting on behalf of the Borrower.  The Borrower agrees to
deliver promptly to the Agent a written confirmation if such
confirmation is requested by the Agent or any Lender, of each
telephonic notice signed by an Authorized Officer.  If the
written confirmation differs in any material respect from the
action taken by the Agent and the Lenders, the records of the
Agent and the Lenders shall govern absent manifest error.

2.5.8  Interest Payment Dates; Interest and Fee Basis.  Interest
accrued on each Floating Rate Advance shall be payable on each
Payment Date, commencing with the first such date to occur after
the date hereof, on any date on which such Floating Rate Advance
is prepaid, whether due to acceleration or otherwise, and at
maturity.  Interest accrued on that portion of the outstanding
principal amount of any Floating Rate Advance optionally prepaid
or converted into a Eurodollar Advance, in each case on a day
other than a Payment Date, shall be payable on the Payment Date
next succeeding the date of such prepayment or conversion, as
the case may be.  Interest accrued on each Eurodollar Advance
shall be payable on the last day of its applicable Interest
Period, on any date on which the Eurodollar Advance is prepaid,
whether by acceleration or otherwise, and at maturity.  Interest
accrued on each Eurodollar Advance having an Interest Period
longer than three months shall also be payable on the last day
of each three-month interval during such Interest Period.
Interest on all Eurodollar Advances and fees shall be calculated
for actual days elapsed on the basis of a 360-day year.
Interest on all other Types of Advances shall be calculated for
actual days elapsed on the basis of a 365, or when applicable, a
366-day year.  Interest shall be payable for the day an Advance
is made but not for the day of any payment on the amount paid if
payment is received prior to noon (local time) at the place of
payment.  If any payment of principal of or interest on an
Advance shall become due on a day which is not a Business Day,
such payment shall be made on the next succeeding Business Day
and, in the case of a principal payment, such extension of time
shall be included in computing interest in connection with such
payment.

2.5.9  Notification of Advances, Interest Rates, and
Prepayments.  Promptly after receipt thereof, the Agent will
notify each Lender of the contents of each Borrowing Notice,
Facility Letter of Credit Request, Conversion/Continuation
Notice and repayment notice received by it hereunder.  The Agent
will notify each Lender of the interest rate applicable to each
Eurodollar Advance promptly upon determination of such interest
rate and will give each Lender notice of each change in the
Alternate Base Rate.

2.5.10  Lending Installations.  Each Lender may book its Loans
at any Lending Installation selected by such Lender and may
change its Lending Installation from time to time.  All terms of
this Agreement shall apply to any such Lending Installation and
the Notes shall be deemed held by each Lender for the benefit of
such Lending Installation.  Each Lender may, by written or telex
notice to the Agent and the Borrower, designate a Lending
Installation through which Loans will be made by it and for
whose account Loan payments are to be made.

2.5.11  Non-Receipt of Funds by the Agent.  Unless the Borrower
or a Lender, as the case may be, notifies the Agent prior to the
date on which it is scheduled to make payment to the Agent of
(i) in the case of a Lender, the proceeds of a Loan or (ii) in
the case of the Borrower, a payment of principal, interest or
fees to the Agent for the account of the Lenders, that it does
not intend to make such payment, the Agent may assume that such
payment has been made.  The Agent may, but shall not be
obligated to, make the amount of such payment available to the
intended recipient in reliance upon such assumption.  If such
Lender or the Borrower, as the case may be, has not in fact made
such payment to the Agent, the recipient of such payment shall,
on demand by the Agent, repay to the Agent the amount so made
available together with interest thereon in respect of each day
during the period commencing on the date such amount was so made
available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (i) in the case of repayment
by a Lender, the Federal Funds Effective Rate for such day or
(ii) in the case of repayment by the Borrower, the interest rate
applicable to the relevant Advance.

2.5.12  Withholding Tax Exemption.  At least five Business Days
prior to the first date on which interest or fees are payable
hereunder for the account of any Lender, each Lender that is not
incorporated under the laws of the United States of America, or
a state thereof, agrees that it will deliver to each of the
Borrower and the Agent two duly completed copies of United
States Internal Revenue Service Form 1001 or 4224, certifying in
either case that such Lender is entitled to receive payments
under this Agreement and the Notes without deduction or
withholding of any United States federal income taxes.  Each
Lender which so delivers a Form 1001 or 4224 further undertakes
to deliver to each of the Borrower and the Agent two additional
copies of such form (or a successor form) on or before the date
that such form expires (currently, three successive calendar
years for Form 1001 and one calendar year for Form 4224) or
becomes obsolete or after the occurrence of any event requiring
a change in the most recent forms so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be
reasonably requested by the Borrower or the Agent, in each case
certifying that such Lender is entitled to receive payments
under this Agreement and the Notes without deduction or
withholding of any United States federal income taxes, unless an
event (including without limitation any change in treaty, law or
regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such
forms inapplicable or which would prevent such Lender from duly
completing and delivering any such form with respect to it and
such Lender advises the Borrower and the Agent that it is not
capable of receiving payments without any deduction or
withholding of United States federal income tax.

ARTICLE III

CHANGE IN CIRCUMSTANCES

3.1  Yield Protection.  If any law or any governmental or quasi-
governmental rule, regulation, policy, guideline or directive
(whether or not having the force of law) adopted, enacted,
modified or otherwise becoming effective after the date hereof,
or any interpretation thereof, or the compliance of any Lender
therewith,

     (i)  subjects any Lender or any applicable Lending
Installation to any tax, duty, charge or withholding on or from
payments due from the Borrower (excluding federal and state
taxation of the overall net income of any Lender or applicable
Lending Installation), or changes the basis of taxation of
payments to any Lender in respect of its Loans, the Facility
Letters of Credit or other amounts due it hereunder, or

     (ii)  imposes or increases or deems applicable any reserve,
assessment, insurance charge, special deposit or similar
requirement against assets of, deposits with or for the account
of, or credit extended by, any Lender or any applicable Lending
Installation (other than reserves and assessments taken into
account in determining the interest rate applicable to
Eurodollar Advances), or

     (iii)  imposes any other condition the result of which is
to increase the cost to any Lender or any applicable Lending
Installation of making, funding, maintaining, issuing or
participating in loans or Letters of Credit or reduces any
amount receivable by any Lender or any applicable Lending
Installation in connection with loans or Letters of Credit, or
requires any Lender or any applicable Lending Installation to
make any payment calculated by reference to the amount of loans
held, Letters of Credit issued or participated in or interest
received by it, in each case by an amount deemed material by
such Lender,

then, within 15 days of demand by such Lender, the Borrower
shall pay such Lender that portion of such increased expense
incurred or reduction in an amount received which such Lender
reasonably determines is attributable to making, funding and
maintaining its Loans and its Commitment.

3.2  Changes in Capital Adequacy Regulations.  If a Lender
determines the amount of capital required or expected to be
maintained by such Lender, any Lending Installation of such
Lender or any corporation controlling such Lender is increased
as a result of a Change, then, within 15 days of demand by such
Lender, the Borrower shall pay such Lender the amount necessary
to compensate for any shortfall in the rate of return on the
portion of such increased capital which such Lender determines
is attributable to this Agreement, its Loans or its obligation
to make Loans hereunder (after taking into account such Lender's
policies as to capital adequacy).

3.3  Availability of Types of Advances.  If any Lender
reasonably determines that maintenance of its Eurodollar Loans
would violate any applicable law, rule, regulation or directive,
whether or not having the force of law, or if the Required
Lenders determine that (i) deposits of a type and maturity
appropriate to match fund Eurodollar Advances are not available
or (ii) the interest rate applicable to a Eurodollar Advance
does not accurately reflect the cost of making or maintaining
such Eurodollar Advance, then the Agent shall suspend the
availability of the Eurodollar Rate and require any Eurodollar
Advances to be repaid or converted into a Floating Rate Advance,
such repayment or conversion to occur on the last day of the
applicable Interest Period (or such earlier date as may be
required to comply with any applicable law).

3.4  Funding Indemnification.  If any payment of a Eurodollar
Advance occurs on a date which is not the last day of the
applicable Interest Period, whether because of acceleration,
prepayment or otherwise, or a Eurodollar Advance is not made on
the date specified by the Borrower for any reason other than
default by the Lenders, the Borrower will indemnify each Lender
for any loss or cost incurred by it resulting therefrom,
including, without limitation, any loss or cost in liquidating
or employing deposits acquired to fund or maintain the
Eurodollar Advance.

3.5  Taxes.
     (i) All payments by the Borrower to or for the account of
any Lender or the Agent hereunder or under any Note shall be
made free and clear of and without deduction for any and all
Taxes.  If the Borrower shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder to any
Lender or the Agent, (a) the sum payable shall be increased as
necessary so that after making all required deductions
(including deductions applicable to additional sums payable
under this Section 3.5) such Lender or the Agent (as the case
may be) receives an amount equal to the sum it would have
received had no such deductions been made, (b) the Borrower
shall make such deductions, (c) the Borrower shall pay the full
amount deducted to the relevant authority in accordance with
applicable law and (d) the Borrower shall furnish to the Agent
the original copy of a receipt evidencing payment thereof within
30 days after such payment is made.

     (ii)  In addition, the Borrower hereby agrees to pay any
present or future stamp or documentary taxes and any other
excise or property taxes, charges or similar levies which arise
from any payment made hereunder or under any Note or from the
execution or delivery of, or otherwise with respect to, this
Agreement or any Note ("Other Taxes").

     (iii)  The Borrower hereby agrees to indemnify the Agent
and each Lender for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed
on amounts payable under this Section 3.5) paid by the Agent or
such Lender and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. Payments
due under this indemnification shall be made within 30 days of
the date the Agent or such Lender makes demand therefor pursuant
to Section 3.6.

     (iv)  Each Lender that is not incorporated under the laws
of the United States of America or a state thereof (each a "Non-
U.S. Lender") agrees that it will, not less than ten Business
Days after the date of this Agreement, (i) deliver to each of
the Borrower and the Agent two duly completed copies of United
States Internal Revenue Service Form 1001 or 4224, certifying in
either case that such Lender is entitled to receive payments
under this Agreement without deduction or withholding of any
United States federal income taxes, and (ii) deliver to each of
the Borrower and the Agent a United States Internal Revenue Form
W- 8 or W-9, as the case may be, and certify that it is entitled
to an exemption from United States backup withholding tax. Each
Non-U.S. Lender further undertakes to deliver to each of the
Borrower and the Agent (x) renewals or additional copies of such
form (or any successor form) on or before the date that such
form expires or becomes obsolete, and (y) after the occurrence
of any event requiring a change in the most recent forms so
delivered by it, such additional forms or amendments thereto as
may be reasonably requested by the Borrower or the Agent. All
forms or amendments described in the preceding sentence shall
certify that such Lender is entitled to receive payments under
this Agreement without deduction or withholding of any United
States federal income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred
prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which
would prevent such Lender from duly completing and delivering
any such form or amendment with respect to it and such Lender
advises the Borrower and the Agent that it is not capable of
receiving payments without any deduction or withholding of
United States federal income tax.

     (v)  For any period during which a Non-U.S. Lender has
failed to provide the Borrower with an appropriate form pursuant
to clause (iv), above (unless such failure is due to a change in
treaty, law or regulation, or any change in the interpretation
or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Lender shall not be
entitled to indemnification under this Section 3.5 with respect
to Taxes imposed by the United States; provided that, should a
Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because
of its failure to deliver a form required under clause (iv),
above, the Borrower shall take such steps as such Non-U.S.
Lender shall reasonably request to assist such Non-U.S. Lender
to recover such Taxes.

     (vi)  Any Lender that is entitled to an exemption from or
reduction of withholding tax with respect to payments under this
Agreement or any Note pursuant to the law of any relevant
jurisdiction or any treaty shall deliver to the Borrower (with a
copy to the Agent), at the time or times prescribed by
applicable law, such properly completed and executed
documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate.

     (vii)  If the U.S. Internal Revenue Service or any other
governmental authority of the United States or any other country
or any political subdivision thereof asserts a claim that the
Agent did not properly withhold tax from amounts paid to or for
the account of any Lender (because the appropriate form was not
delivered or properly completed, because such Lender failed to
notify the Agent of a change in circumstances which rendered its
exemption from withholding ineffective, or for any other
reason), such Lender shall indemnify the Agent fully for all
amounts paid, directly or indirectly, by the Agent as tax,
withholding therefor, or otherwise, including penalties and
interest, and including taxes imposed by any jurisdiction on
amounts payable to the Agent under this subsection, together
with all costs and expenses related thereto (including attorneys
fees and time charges of attorneys for the Agent, which
attorneys may be employees of the Agent).  The obligations of
the Lenders under this Section 3.5(vii) shall survive the
payment of the Obligations and termination of this Agreement.

3.6  Lender Statements; Survival of Indemnity.  To the extent
reasonably possible, each Lender shall designate an alternate
Lending Installation with respect to its Eurodollar Loans to
reduce any liability of the Borrower to such Lender under
Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurodollar Advances under Section 3.3, so long as such
designation is not, in the judgment of such Lender,
disadvantageous to such Lender.  Each Lender shall deliver a
written statement of such Lender to the Borrower (with a copy to
the Agent) as to the amount due, if any, under Section 3.1, 3.2,
3.4 or 3.5.  Such written statement shall set forth in
reasonable detail the calculations upon which such Lender
determined such amount and shall be final, conclusive and
binding on the Borrower.  Unless otherwise provided herein, the
amount specified in the written statement of any Lender shall be
payable on demand after receipt by the Borrower of such written
statement.  The obligations of the Borrower under Sections 3.1,
3.2 and 3.4 shall survive for a period of one year after the
later of the payment in full of the Obligations and the
termination of this Agreement.

ARTICLE IV

CONDITIONS PRECEDENT

4.1  Initial Advance and Facility Letter of Credit.  The Lenders
shall not be required to make the initial Advance hereunder and,
if the initial Advance shall not have been made, the Issuer
shall not be required to issue the initial Facility Letter of
Credit hereunder unless the Borrower has furnished to the Agent
with sufficient copies for the Lenders the following, each dated
as of the initial Borrowing Date or Issuance Date, as the case
may be (or such earlier date as shall be acceptable to the
Agent):
     (i)  Copies of the certificate of incorporation of each
Credit Party, together with all amendments thereto, and
certificates of good standing of each Credit Party from each
jurisdiction in which such Credit Party is qualified to do
business, all certified by the appropriate governmental officers
in their respective jurisdiction.

     (ii)  Copies, certified by the Secretary or an Assistant
Secretary of each Credit Party, of their respective by-laws and
of Board of Directors' resolutions (and resolutions of other
bodies, if any are deemed necessary by counsel for the Agent)
authorizing the execution of each of the Loan Documents to which
such Credit Party is a party.

     (iii)  Incumbency certificates, executed by the Secretary
or an Assistant Secretary of each Credit Party, which shall
identify by name and title and bear the signature of the
officers of such Credit Party authorized to sign the Loan
Documents to which it is a party and, with respect to the
Borrower, to make borrowings hereunder, upon which certificates
the Agent and the Lenders shall be entitled to rely until
informed of any change in writing by the Borrower.

     (iv)  A certificate, signed by the chief financial officer
of the Borrower, stating that on the initial Borrowing Date no
Default or Unmatured Default has occurred and is continuing.

     (v)  A written opinion of Ross & Hardies, outside counsel
to the Credit Parties, addressed to the Agent and the Lenders in
substantially the form of Exhibit E hereto.

     (vi)  Notes payable to the order of each of the Lenders.

     (vii)  Written money transfer instructions, in
substantially the form of Exhibit F hereto addressed to the
Agent and signed by an Authorized Officer, together with such
other related money transfer authorizations as the Agent may
have reasonably requested.

     (viii)  Evidence satisfactory to the Agent that (a) the
Borrower shall have paid, or concurrently with the making of the
initial Advance or the issuance of the initial Facility Letter
of Credit shall pay, in full, all fees required to be paid
pursuant to Section 2.5.1 on or before the initial Borrowing
Date or Issuance Date, as the case may be.

     (ix)  Execution and delivery of the International Credit
Agreement.

     (x)  Such other documents as any Lender or its counsel may
have reasonably requested.

4.2  Each Advance and Facility Letter of Credit.  The Lenders
shall not be required to make any Advance (other than an Advance
that, after giving effect thereto and to the application of the
proceeds thereof, does not increase the aggregate amount of
outstanding Advances) and the Issuer shall not be required to
issue any Facility Letter of Credit, unless on the applicable
Borrowing Date or Issuance Date, as the case may be:

      (i)  There exists no Default or Unmatured Default.

     (ii)  The representations and warranties contained in
Article V are true and correct as of such Borrowing Date except
to the extent any such representation or warranty is stated to
relate solely to an earlier date, in which case such
representation or warranty shall be true and correct on and as
of such earlier date.

Each Borrowing Notice with respect to each such Advance and each
Facility Letter of Credit Request with respect to each such
Facility Letter of Credit shall constitute a representation and
warranty by the Borrower that the conditions contained in
Sections 4.2(i) and (ii) have been satisfied.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

5.1  Corporate Existence and Standing.  The Borrower is a
corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware, and each
Subsidiary is a corporation duly incorporated, validly existing
and in good standing under the laws of its respective state of
incorporation; and each of the Borrower and the Subsidiaries is
duly qualified and in good standing as a foreign corporation
authorized to do business in each jurisdiction where such
qualification is required because of the nature of its
activities or properties and where the failure to maintain such
qualification would singly or in the aggregate cause a Material
Adverse Effect.

5.2  Authorization and Validity.  The Borrower has the corporate
power and authority and legal right to execute and deliver the
Loan Documents to which it is a party and to perform its
obligations thereunder.  The execution and delivery by the
Borrower of the Loan Documents and the performance of its
obligations thereunder have been duly authorized by proper
corporate proceedings, and the Loan Documents constitute legal,
valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with the terms thereof,
except as enforceability may be limited by bankruptcy,
insolvency or similar laws or general principles of equity
relating to remedies affecting or relating to the enforcement of
creditors' rights generally.

5.3  No Conflict; Government Consent.  Neither the execution and
delivery by the Borrower of the Loan Documents, nor the
consummation of the transactions therein contemplated, nor
compliance with the provisions thereof will violate any law,
rule, regulation, order, writ, judgment, injunction, decree or
award binding on the Borrower or any of its Subsidiaries, or
violate the Borrower's or any Subsidiary's certificate of
incorporation or by-laws or the provisions of any indenture,
instrument or agreement to which the Borrower or any of its
Subsidiaries is a party or is subject, or by which it or its
Property is bound, or conflict with or constitute a default
thereunder, or result in the creation or imposition of any Lien
in, of or on the Property of the Borrower or a Subsidiary
pursuant to the terms of any such indenture, instrument or
agreement. No order, consent, approval, license authorization,
or validation of, or filing, recording or registration with, or
exemption by, or other action in respect of any governmental or
public body or authority, or any subdivision thereof, is
required to authorize, or is required in connection with the
execution, delivery and performance of, or the legality,
validity, binding effect of, any of the Loan Documents, except
as may be applicable because of any Lender, the Agent or an
Issuer being a party thereto or except as may be required with
respect to particular Facility Letters of Credit.

5.4  Financial Statements.  The February 29, 2000 consolidated
financial statements of the Borrower and its Subsidiaries
heretofore delivered to the Lenders were prepared in accordance
with GAAP in effect on the date such statements were prepared
and fairly present the consolidated financial condition and
operations of the Borrower and its Subsidiaries at such date and
the consolidated results of their operations for the period then
ended.

5.5  Material Adverse Change.  Except as set forth as of the
date of this Agreement on Schedule 5.5 hereto, since February
29, 2000, there has been no change in the business, Property,
financial condition or results of operations of the Borrower or
any of its Subsidiaries which could reasonably be expected to
have a Material Adverse Effect.

5.6  Taxes.  Except as set forth as of the date of this
Agreement on Schedule 5.6 hereto, the Borrower and its
Subsidiaries have filed all United States federal tax returns
and all other tax returns which are required to be filed and
have paid all Taxes due pursuant to said returns or pursuant to
any assessment received by the Borrower or any of its
Subsidiaries, except such Taxes, if any, as are being contested
in good faith and as to which adequate reserves have been
provided in accordance with GAAP and as to which no Lien exists,
except for failures to file or pay which could not be reasonably
expected to have a Material Adverse Effect.  The United States
income tax returns of the Borrower and its Subsidiaries have
been audited by the Internal Revenue Service through the Fiscal
Year ended May 31, 1995.  No tax liens have been filed and no
claims are being asserted with respect to any such Taxes.  The
charges, accruals and reserves on the books of the Borrower and
its Subsidiaries in respect of any taxes or other governmental
charges are adequate.

5.7  Litigation and Contingent Obligations.  Except as set forth
as of the date of this Agreement on Schedule 5.7 hereto, there
is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the best knowledge of any
of their officers, threatened against or affecting the Borrower
or any of its Subsidiaries which could be reasonably expected to
have a Material Adverse Effect or which seeks to prevent, enjoin
or delay the making of the Loans or Advances. Other than any
liability incidental to such litigation, arbitration or
proceedings, neither the Borrower nor any Subsidiary has any
material contingent obligations not provided for or disclosed in
the financial statements referred to in Section 5.4.

5.8  Subsidiaries.  Except as otherwise disclosed to the Lenders
in writing on or prior to the date hereof, Schedule 5.8 hereto
contains an accurate list of all Subsidiaries of the Borrower as
of the date of this Agreement, setting forth their respective
jurisdictions of incorporation and the percentage of their
respective capital stock owned by the Borrower or other
Subsidiaries. All of the issued and outstanding shares of
capital stock of such Subsidiaries have been duly authorized and
issued and those shares which are owned by Borrower or one or
more of its Subsidiaries are fully paid and non-assessable.

5.9  ERISA.  The Unfunded Liabilities of all Single Employer
Plans do not in the aggregate exceed $500,000. Neither the
Borrower nor any other member of the Controlled Group has
incurred, or is reasonably expected to incur, any withdrawal
liability to Multiemployer Plans in excess of $500,000 in the
aggregate. Each Plan complies in all material respects with all
applicable requirements of law and regulations, no Reportable
Event has occurred with respect to any Plan, neither the
Borrower nor any other members of the Controlled Group has
withdrawn from any Plan, except as set forth as of the date of
this Agreement on Schedule 5.9 hereto, or initiated steps to do
so, and no steps have been taken to reorganize or terminate any
Plan.  Each Benefit Plan is in substantial compliance with ERISA
and the Code and neither the Borrower or any Controlled Group
member has received any notice asserting that any Benefit Plan
is not in compliance with either ERISA or the Code.

5.10  Accuracy of Information.  No information, exhibit or
report furnished by the Borrower or any of its Subsidiaries to
the Agent or to any Lender in connection with the negotiation
of, or compliance with, the Loan Documents contained any
material misstatement of fact or omitted to state a material
fact or any fact necessary to make the statements contained
therein not misleading.

5.11  Regulation U.  Margin stock (as defined in Regulation U)
constitutes less than 25% of those assets of the Borrower and
each of its Subsidiaries which are subject to any limitation on
sale, pledge, or other restriction hereunder.

5.12  Material Agreements.  Neither the Borrower nor any
Subsidiary is a party to any agreement or instrument or subject
to any charter or other corporate restriction which could
reasonably be expected to have a Material Adverse Effect.
Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement
to which it is a party, except such default which could not
reasonably be expected to have a Material Adverse Effect.

5.13  Compliance With Laws.  The Borrower and each of its
Subsidiaries have complied with all applicable statutes, rules,
regulations, orders and restrictions of any domestic or foreign
government or any instrumentality or agency thereof, having
jurisdiction over the conduct of their respective businesses or
the ownership of their respective Property except for any
failure to comply with any of the foregoing which could not
reasonably be expected to have a Material Adverse Effect.

5.14  Ownership of Properties.  Except as set forth on Schedule
5.14 hereto, on the date of this Agreement, the Borrower and its
Subsidiaries will have good title, free of all Liens (other than
those permitted by Section 6.16), to all of the Property and
assets reflected in the Borrower's most recent consolidated
financial statements provided to the Agent as owned by it.

5.15  Environmental Matters.  Except as set forth as of the date
of this Agreement on Schedule 5.15 hereto, in the ordinary
course of its business, the officers of the Borrower consider
the effect of Environmental Laws on the business of the Borrower
and its Subsidiaries, in the course of which they identify and
evaluate potential risks and liabilities accruing to the
Borrower due to Environmental Laws.  On the basis of this
consideration, the Borrower has concluded that Environmental
Laws cannot reasonably be expected to have a Material Adverse
Effect.  Neither the Borrower nor any Subsidiary has any reason
to believe that its operations are not in material compliance
with any of the requirements of applicable Environmental Laws or
are the subject of any federal or state investigation evaluating
whether any remedial action is needed to respond to a release of
any toxic or hazardous waste or substance into the environment,
which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

5.16  Investment Company Act.  Neither the Borrower nor any
Subsidiary thereof is an "investment company" or a company
"controlled" by an "investment company", within the meaning of
the Investment Company Act of 1940, as amended.

5.17  Public Utility Holding Company Act.  Neither the Borrower
nor any Subsidiary is a "holding company" or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company",
within the meaning of the Public Utility Holding Company Act of
1935, as amended.

5.18  Subordinated Debt.  The Obligations constitute senior
indebtedness which is entitled to the benefits of the
subordination provisions of all outstanding Subordinated Debt.

5.19  Post-Retirement Benefits.  The present value of the
expected cost of post-retirement medical and insurance benefits
payable by the Borrower and its Subsidiaries to its employees
and former employees, as estimated by the Borrower in accordance
with procedures and assumptions deemed reasonable by the
Required Lenders, does not exceed $500,000.


ARTICLE VI

COVENANTS

During the term of this Agreement, unless the Required Lenders
shall otherwise consent in writing:

6.1  Financial Reporting.  The Borrower will maintain, for
itself and each Subsidiary, a system of accounting established
and administered in accordance with GAAP, and furnish to the
Lenders:
     (i)  Within 90 days after the close of each of its Fiscal
Years, (a) an unqualified audit report certified by independent
certified public accountants, reasonably acceptable to the
Agent, prepared in accordance with GAAP on a consolidated basis
for itself and its Subsidiaries, including balance sheets as of
the end of such period, related profit and loss and
reconciliation of surplus statements, and a statement of cash
flows, and accompanied by a certificate of said accountants
that, in the course of their examination necessary for their
certification of the foregoing, they have obtained no knowledge
of any Default or Unmatured Default, or if, in the opinion of
such accountants, any Default or Unmatured Default shall exist,
stating the nature and status thereof, and (b) the Borrower's
annual 10-K financial statement.

     (ii)  Within 45 days after the close of each quarterly
period of each of its Fiscal Years, for itself and its
Subsidiaries, (a) consolidated and consolidating unaudited
balance sheets as at the close of each such period and
consolidated and consolidating profit and loss and
reconciliation of surplus statements and a statement of cash
flows for the period from the beginning of such Fiscal Year to
the end of such quarter, all prepared in accordance with GAAP
and certified by the chief financial officer of the Borrower;
and (b) its quarterly 10-Q financial statements.

     (iii)  [Intentionally omitted]

     (iv)  Together with the financial statements required under
Sections 6.1(i) and (ii), a Compliance Certificate.

     (v)  If the Borrower or any member of the Controlled Group
maintains a Single Employer Plan, within 270 days after the
close of each Fiscal Year, a statement of the Unfunded
Liabilities of each Single Employer Plan, if any, certified as
correct by a plan administrator enrolled under ERISA.

     (vi)  As soon as possible and in any event within 10 days
after the Borrower knows that any Reportable Event has occurred
with respect to any Plan, a statement, signed by the chief
financial officer of the Borrower, describing said Reportable
Event and the action which the Borrower proposes to take with
respect thereto.

     (vii)  As soon as possible and in any event within 10 days
after the Borrower or any Controlled Group member withdraws from
a Multiemployer Plan.

     (viii)  As soon as possible and in any event within 10 days
after the Borrower or any Controlled Group member terminates a
Single Employer Plan under Section 4041 of ERISA.

     (ix)  As soon as possible and in any event within 10 days
after receipt by the Borrower that any Benefit Plan or Borrower
or Controlled Group Member has violated the provisions of ERISA
or the Code, which violation could result in liability to the
Borrower in excess of $250,000.

     (x)  As soon as possible and in any event within 10 days
after receipt by the Borrower, a copy of (a) any notice or claim
to the effect that the Borrower or any of its Subsidiaries is or
may be liable to any Person as a result of the release by the
Borrower, any of its Subsidiaries, or any other Person of any
toxic or hazardous waste or substance into the environment, and
(b) any notice alleging any violation of any federal, state or
local environmental, health or safety law or regulation by the
Borrower or any of its Subsidiaries, which, in either case,
could reasonably be expected to have a Material Adverse Effect.

     (xi)  Promptly upon the furnishing thereof to the
shareholders of the Borrower, copies of all financial
statements, reports and proxy statements so furnished.

     (xii)  Promptly upon the filing thereof, copies of all
registration statements and annual, quarterly, monthly or other
regular reports which the Borrower or any of its Subsidiaries
files with the Securities and Exchange Commission.

     (xii)  [Intentionally omitted]

     (xiv)  On or before September 30 of each of the Borrower's
Fiscal Years, projected statements of income and cash flow and a
projected balance sheet for the Borrower covering the period to
and including May 31, 2004.

     (xv)  Within thirty days following delivery to the
Borrower, a copy of each of the Borrower's auditor's management
letters, if prepared.

     (xvi)  Within forty-five days following the end of each of
the Borrower's fiscal quarters, a report of the amount of
Designated Inventory and Designated Accounts in form and
substance acceptable to the Required Lenders which report shall
contain a calculation showing compliance with Section 6.21
hereof.

     (xvii)  Such other information (including non-financial
information) as the Agent or any Lender may from time to time
reasonably request.

6.2  Use of Proceeds.  The Borrower will, and will cause each
Subsidiary to, use the proceeds of the Advances and the Facility
Letters of Credit for working capital and for general corporate
purposes.  The Borrower will not, nor will it permit any
Subsidiary to, use any of the proceeds of the Advances or the
Facility Letters of Credit to purchase or carry any "margin
stock" (as defined in Regulation U).

6.3  Notice of Default.  The Borrower will give prompt notice in
writing to the Lenders of the occurrence of (i) any Default or
Unmatured Default and (ii) any other development, financial or
otherwise, which development could reasonably be expected to
have a Material Adverse Effect.

6.4  Conduct of Business.  The Borrower will, and will cause
each Subsidiary to, carry on and conduct its business in
substantially the same manner and in substantially the same
fields of enterprise as it is presently conducted and to do all
things necessary to remain duly incorporated, validly existing
and in good standing as a domestic corporation in its
jurisdiction of incorporation and maintain all requisite
authority to conduct its business in each jurisdiction in which
its business is conducted unless failure to maintain such
authority could not reasonably be expected to have a Material
Adverse Effect.

6.5  Taxes.  The Borrower will, and will cause each Subsidiary
to, timely file complete and correct United States federal and
applicable foreign, state and local tax returns required by law
and pay when due all Taxes, assessments and governmental charges
and levies upon it or its income, profits or Property, except
those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have
been set aside in accordance with GAAP, and except to the extent
that nonpayment could not reasonably be expected to have a
Material Adverse Effect.

6.6  Insurance.  The Borrower will, and will cause each
Subsidiary to, maintain with financially sound and reputable
insurance companies insurance on all their Property in such
amounts and covering such risks as is consistent with sound
business practice, and the Borrower will furnish to any Lender
upon request full information as to the insurance carried.

6.7  Compliance with Laws.  The Borrower will, and will cause
each Subsidiary to, comply with all laws, rules, regulations,
orders, writs, judgments, injunctions, decrees or awards to
which it may be subject including, without limitation, all
Environmental Laws, except to the extent that noncompliance
could not reasonably be expected to have a Material Adverse
Effect.

6.8  Maintenance of Properties.  The Borrower will, and will
cause each Subsidiary to, do all things necessary to maintain,
preserve, protect and keep its Property in good repair, working
order and condition, and make all necessary and proper repairs,
renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times,
except to the extent that failure to make such repair could not
reasonably be expected to have a Material Adverse Effect.

6.9  Inspection.  The Borrower will, and will cause each
Subsidiary to, permit the Agent and any Lender, by their
respective representatives and agents, to inspect any of the
Property, corporate books and financial records of the Borrower
and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Borrower and each
Subsidiary, and to discuss the affairs, finances and accounts of
the Borrower and each Subsidiary with, and to be advised as to
the same by, their respective officers at such reasonable times
and intervals as the Agent or any Lender may designate.

6.10  Financial Covenants.  The financial covenants referred to
in this Section 6.10 shall each be computed at the end of each
fiscal quarter by the Borrower, and such calculations shall be
included in the Compliance Certificate referred to in Section
6.1(iv).

6.10.1  Consolidated Tangible Net Worth.  The Borrower will
maintain, at all times, a Consolidated Tangible Net Worth of not
less than $130,000,000 plus (i) fifty percent (50%) of the
aggregate cumulative Net Income (if positive) subsequent to May
31, 2000, plus (ii) one hundred percent (100%) of the net
proceeds (gross proceeds minus (a) ordinary and necessary out of
pocket costs and expenses and (b) reasonable underwriting fees
and discounts incurred with respect to such gross proceeds)
received by the Borrower and its Subsidiaries from all of the
following occurring after May 31, 2000:  additional paid in
capital, including, but not limited to, equity investments and
proceeds from the issuance and sale of common or preferred
stock, plus the amount of all Subordinated Debt which is
converted into equity in the Borrower or its Subsidiaries.

6.10.2  Senior Funded Debt to Cash Flow Ratio.  The Borrower
will maintain, at all times, a Senior Funded Debt to Cash Flow
Ratio of not greater than 2.25:1.00.

6.10.3  Adjusted Interest Coverage Ratio.  The Borrower will
maintain, at all times, an Adjusted Interest Coverage Ratio of
not less than 2.50:1.00.

6.11  [Intentionally Omitted].

6.12  Indebtedness.  The Borrower will not, nor will it permit
any Subsidiary to, create, incur or suffer to exist any
Indebtedness, except:

     (i)   Advances and Facility Letter of Credit Obligations
           hereunder.

     (ii)  The International Loans.

     (iii) The International Guaranty.

     (iv)  The Pacific Rim Loans.

     (v)   Indebtedness which (a) exists on the date hereof,
           (b) is described in Schedule 6.12 hereto, and
           (c) has been previously approved by the Agent.

     (vi)  Subordinated Debt with terms and conditions which in
           the sole opinion of the Required Lenders are no more
           restrictive (with respect to Senior Funded Debt) than
           Subordinated Debt in existence on the date hereof.

     (vii) Indebtedness incurred to refinance existing
           Indebtedness permitted pursuant to Sections 6.12(v)
           and (vi); provided, however, that the maturity date
           of such new Indebtedness is no earlier than the
           maturity date of the Indebtedness being refinanced
           and the terms of such new Indebtedness (including,
           but not limited to, the amount, the term, the amount
           of the annual loan payment or provision for
           collateral or additional collateral) are no more
           disadvantageous to the Lenders, the Borrower and its
           Subsidiaries than the terms of the Indebtedness being
           refinanced.

     (viii) Contingent Obligations not exceeding $500,000 at any
            one time outstanding.

     (ix)  Rate Hedging Obligations.

     (x)   Intercompany Indebtedness permitted under Section
           6.15.

6.13  Merger.  The Borrower will not, nor will it permit any
Subsidiary to, merge or consolidate with or into any other
Person, except that (i) a Subsidiary may amalgamate, merge or
consolidate with or into the Borrower or a Wholly-Owned
Subsidiary and (ii) the Borrower or any Subsidiary (other than a
Subsidiary Guarantor) may merge, amalgamate or consolidate with
any other Person pursuant to a Permitted Acquisition, provided
that (a) the Borrower or such Subsidiary shall be the surviving
entity and (b) after giving effect thereto, no Default or
Unmatured Default shall exist.

6.14  Sale of Assets.  The Borrower will not, nor will it permit
any Subsidiary to, lease, sell or otherwise dispose of Property,
to any other Person, except:

     (i)   Sales of inventory in the ordinary course of
           business.

     (ii)  Leases, sales or other dispositions of Property that,
           together with all other Property of the Borrower and
           its Subsidiaries previously leased, sold or disposed
           of (other than inventory in the ordinary course of
           business) as permitted by this Section during the
           term of this Agreement, do not constitute a
           Substantial Portion of the Property of the Borrower
           and its Subsidiaries.

6.15  Investments and Acquisitions.  The Borrower will not, nor
will it permit any Subsidiary to, make or suffer to exist any
Investments (including without limitation, loans and advances
to, and other Investments in, Subsidiaries), or commitments
therefor, or to become or remain a partner in any partnership or
joint venture, or member in a limited liability company, or to
make any Acquisition of any Person, except:

     (i)   Short-term obligations of, or fully guaranteed by,
           the United States of America.

     (ii)  Commercial paper rated A-1 or better by Standard and
           Poor's Corporation or P-1 or better by Moody's
           Investors Service, Inc.

     (iii) Demand deposit accounts maintained in the ordinary
           course of business.

     (iv)  Certificates of deposit issued by and time deposits
           with commercial banks (whether domestic or foreign)
           having capital and surplus in excess of $100,000,000.

     (v)   Investments not to exceed $5 million in the aggregate
           at any one time outstanding in the common stock and
           investment grade bonds of publicly held corporations
           which stock and bonds are traded on the New York,
           American or NASDAQ stock exchanges.

     (vi)  Loans to employees of the Borrower or of any of its
           Subsidiaries which do not exceed, in the aggregate
           for all such employees at any one time outstanding,
           $750,000.

     (vii) Permitted Acquisitions.

     (viii) Existing Investments which (a) are in existence on
            the date hereof, (b) are described in Schedule 6.15
           (viii) hereto and (c) have been previously approved
            by the Agent and the Lenders.

     (ix)  Loans and advances to and other Investments in
           Borrower's Subsidiaries (excluding advances funded
           under the International Credit Agreement) in the
           ordinary course of business not exceeding at any time
           outstanding for each Subsidiary, an amount which is
           the greater of (i) fifteen percent (15%) greater than
           the amount of such loans, advances and other
           Investments in each such Subsidiary stated in the
           Borrower's financial statement dated on or about the
           immediately preceding February 29 (the "February
           Statement"), or (ii) one million dollars ($1,000,000)
           plus the amount of such loans, advances and other
           Investments in each such Subsidiary stated in the
           February Statement; provided that in no event shall
           such loans, advances and other Investments exceed for
           all of Borrower's Subsidiaries in the aggregate at
           any time outstanding $10,000,000 plus the aggregate
           amount of such loans, advances and other Investments
           stated in the February Statement.

     (x)   The repurchase of the Company's common stock not
           exceeding $5 million in the aggregate.

     (xi)  Rate Hedging Agreements.

6.16  Liens.  The Borrower will not, nor will it permit any
Subsidiary to create, incur, or suffer to exist any Lien in, of
or on the Property of the Borrower or any of its Subsidiaries,
except:

     (i)   Liens for taxes, assessments or governmental charges
           or levies on its Property if the same shall not at
           the time be delinquent or thereafter can be paid
           without penalty, or are being contested in good faith
           and by appropriate proceedings and for which adequate
           reserves in accordance with generally accepted
           principles of accounting shall have been set aside on
           its books.

     (ii)  Liens imposed by law, such as carriers',
           warehousemen's and mechanics' liens and other similar
           liens arising in the ordinary course of business
           which secure payment of obligations not more than 60
           days past due and which are being contested in good
           faith by appropriate proceedings and for which
           adequate reserves shall have been set aside on its
           books.

     (iii) Liens arising out of pledges or deposits under
           worker's compensation laws, unemployment insurance,
           old age pensions, or other social security or
           retirement benefits, or similar legislation.

     (iv)  Liens arising from a judgment rendered or claim
           filed, not in excess, singly or in the aggregate, of
           $250,000 against the Borrower or any of its
           Subsidiaries which the Borrower or such Subsidiary
           shall be contesting diligently in good faith by
           proper legal proceedings.

     (v)   Liens which exist on the date hereof listed on
           Schedule 6.16 incurred by Borrower or its
           Subsidiaries in the ordinary course of business
           securing Indebtedness less than $100,000 in the
           aggregate.

     (vi)  Liens resulting from inventory purchases arising in
           the normal course of business which Liens are solely
           upon such inventory purchased and are not evidenced
           by any filings (under the UCC or otherwise) and do
           not secure an amount exceeding $10,000,000 in the
           aggregate at any one time outstanding.

     (vii) Any extension, renewal or substitution of or for any
           of the foregoing Liens described in this Section
           6.16, provided in each case that (a) the Indebtedness
           or other obligation or liability secured by the
           applicable Lien shall not exceed the Indebtedness or
           other obligation or liability existing immediately
           prior to such extension, renewal or substitution and
           (b) the Lien securing such Indebtedness or other
           obligation or liability shall be limited to the
           Property which, immediately prior to such extension,
           renewal or substitution, secured such Indebtedness or
           other obligation or liability, and improvements on or
           additions to such Property.

6.17  Prohibition of Negative Pledge.  The Borrower will not,
nor will it permit any of its Subsidiaries to agree, covenant,
warrant, represent, pledge or otherwise commit with or to any
entity other than the Agent, to not incur, create, assume or
permit to exist, any mortgage, pledge, lien charge or other
encumbrance of any nature whatsoever on all or any of its assets
now or hereafter owned, except for such pledge made directly in
connection with the purchase of inventory in the ordinary course
of business, with a value of such inventory (valued at the cost
of such inventory) owned by Borrower and its Subsidiaries not
exceeding $10 million in the aggregate at any time.

6.18  Affiliates.  The Borrower will not, nor will it permit any
Subsidiary to, enter into any transaction (including, without
limitation, the purchase or sale of any Property or service)
with, or make any payment or transfer to, any Affiliate except
in the ordinary course of business and pursuant to the
reasonable requirements of the Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to
the Borrower or such Subsidiary than the Borrower or such
Subsidiary would obtain in a comparable arms-length transaction.

6.19  Amendments to Agreements.  The Borrower will not, nor will
it permit any Subsidiary to, amend any term or provision of the
International Credit Agreement, the International Guaranty, any
other International Loan Document or the Debentures except with
the consent of the Required Lenders and all Lenders for the type
of amendments which would require the consent of the Required
Lenders and all Lenders respectively under Section 8.2 hereof.
The Borrower shall deliver to the Agent all amendments to the
International Loan Documents within five (5) days of such
amendment.

6.20  Sale of Accounts.  The Borrower will not, nor will it
permit any Subsidiary to, sell or otherwise dispose of any notes
receivable or accounts receivable, with or without recourse,
except for accounts which are past due in an aggregate amount
not exceeding $3 million for each of the Company's fiscal years
placed with a collection agent for collection at a commission
not exceeding twenty percent (20%) of the amount of such notes
or accounts recovered.

6.21  Limit on Senior Funded Debt.  The Borrower will not permit
at any time the amount of the Borrower's and its Subsidiaries'
consolidated Senior Funded Debt to exceed the sum of 80% of the
value of Designated Accounts plus 50% of the value of Designated
Inventory (valued at the lower of cost or market value), such
Designated Accounts and Designated Inventory as in existence at
the end of the Borrower's most recently completed fiscal
quarter.

6.22  Fiscal Year.  The Borrower will not, nor will it permit
any Subsidiary to, change its Fiscal Year.

6.23  Limitation on the Creation of Subsidiaries.
Notwithstanding anything to the contrary contained in this
Agreement, the Borrower will not, and will not permit any of its
Subsidiaries to, establish, create or acquire any Subsidiary;
provided that the Borrower and its Wholly-Owned Subsidiaries
shall be permitted to establish or create Wholly-Owned
Subsidiaries so long as at least 30 days' prior written notice
thereof (or such lesser notice as is acceptable to the Agent in
its sole discretion) is given to the Agent.

6.24  Subsidiary Dividends.  The Borrower's Subsidiaries shall
not in any manner either directly or indirectly incur or be
bound by any restrictions on dividends from such Subsidiaries to
the Borrower, other than those restrictions required by
applicable law.

6.25  Repayment of Subordinated Debt.  The Borrower's and its
Subsidiaries' principal amounts of Subordinated Debt which
become due and remain unpaid plus the amount of the Borrower's
and its Subsidiaries' actual principal payment of Subordinated
Debt, shall not exceed $2.5 million in the aggregate for any
immediately preceding four fiscal quarter trailing period of the
Borrower.  After the occurrence and during the continuance of a
Default, until all Obligations have been irrevocably paid in
full, Borrower and its Subsidiaries shall not make payment upon
Subordinated Debt.

ARTICLE VII

DEFAULTS

The occurrence of any one or more of the following events shall
constitute a Default:

7.1  Any representation or warranty made (or deemed made
pursuant to Article IV) by or on behalf of the Borrower or any
of its Subsidiaries to the Lenders or the Agent under or in
connection with this Agreement, any Loan, any Facility Letter of
Credit or any certificate or information delivered in connection
with this Agreement or any other Loan Document shall be
materially false on the date as of which made (or deemed made).

7.2  Nonpayment of principal of any Note or of any Reimbursement
Obligation when due (or in the case of any Reimbursement
Obligation due upon demand, upon demand), or nonpayment of
interest upon any Note or of any facility fee, agent fee,
Issuance Fee or other obligations (other than Reimbursement
Obligations which have been converted into Floating Rate
Advances pursuant to Section 2.3.6) under any of the Loan
Documents within five (5) days after the same becomes due.

7.3  The breach by the Borrower of any of the terms or
provisions of Article VI.

7.4  The breach by the Borrower (other than a breach which
constitutes a Default under Section 7.1, 7.2 or 7.3) of any of
the terms or provisions of this Agreement which is not remedied
within fifteen (15) days after written notice from the Agent.

7.5  Failure of the Borrower or any of its Subsidiaries to pay
when due (i) any Indebtedness to any of the Lenders, or (ii) any
other Indebtedness in excess of, singly or in the aggregate,
$2,500,000 (any such Indebtedness being herein defined as
"Material Indebtedness"); or the default by the Borrower or any
of its Subsidiaries in the performance of any term, provision or
condition contained in any agreement under which any such
Material Indebtedness was created or is governed, or any other
event shall occur or condition exist, the effect of which is to
cause, or to permit the holder or holders of such Material
Indebtedness to cause, such Material Indebtedness to become due
prior to its stated maturity; or any Material Indebtedness of
the Borrower or any of its Subsidiaries shall be declared to be
due and payable or required to be prepaid or repurchased (other
than by a regularly scheduled payment) prior to the stated
maturity thereof; or the Borrower or any of its Subsidiaries
shall not pay, or admit in writing its inability to pay, its
debts generally as they become due.

7.6  The Borrower or any of its Subsidiaries shall (i) have an
order for relief entered with respect to it under the Federal
bankruptcy laws or the laws of any other jurisdiction relating
to bankruptcy, insolvency, reorganization or relief of debtors
as now or hereafter in effect, (ii) make an assignment for the
benefit of creditors, (iii) apply for, seek, consent to, or
acquiesce in, the appointment of a receiver, custodian, trustee,
examiner, liquidator or similar official for it or any
Substantial Portion of its Property, (iv) institute any
proceeding seeking an order for relief under the Federal
bankruptcy laws or the laws of any other jurisdiction relating
to bankruptcy, insolvency, reorganization or relief of debtors
as now or hereafter in effect or seeking to adjudicate it a
bankrupt or insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, adjustment or
composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or
fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (v) take
any corporate action to authorize or effect any of the foregoing
actions set forth in this Section 7.6 or (vi) fail to contest in
good faith any appointment or proceeding described in Section
7.7.

7.7  Without the application, approval or consent of the
Borrower or any of its Subsidiaries, a receiver, trustee,
examiner, liquidator or similar official shall be appointed for
the Borrower or any of its Subsidiaries or any Substantial
Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Borrower or any of its
Subsidiaries and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of 60
consecutive days.

7.8  Any court, government or governmental agency shall condemn,
seize or otherwise appropriate, or take custody or control of
(each a "Condemnation"), all or any portion of the Property of
the Borrower and its Subsidiaries which, when taken together
with all other Property of the Borrower and its Subsidiaries so
condemned, seized, appropriated, or taken custody or control of,
during the twelve-month period ending with the month in which
any such Condemnation occurs, constitutes a Substantial Portion.

7.9  The Borrower or any of its Subsidiaries shall fail within
60 days to pay, bond or otherwise discharge any judgment or
order for the payment of money in excess of, singly or in the
aggregate, $500,000, which is not stayed on appeal or otherwise
being appropriately contested in good faith.

7.10  The Unfunded Liabilities of all Single Employer Plans
shall exceed in the aggregate $500,000 or any Reportable Event
shall occur in connection with any Plan.

7.11  The Borrower or any other member of the Controlled Group
shall have been notified by the sponsor of a Multiemployer Plan
that it has incurred withdrawal liability to such Multiemployer
Plan in an amount which, when aggregated with all other amounts
required to be paid to Multiemployer Plans by the Borrower or
any other member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), exceeds
$500,000.

7.12  The Borrower or any other member of the Controlled Group
shall have been notified by the sponsor of a Multiemployer Plan
that such Multiemployer Plan is in reorganization or is being
terminated, within the meaning of Title IV of ERISA, if as a
result of such reorganization or termination the aggregate
annual contributions of the Borrower and the other members of
the Controlled Group (taken as a whole) to all Multiemployer
Plans which are then in reorganization or being terminated have
been or will be increased over the amounts contributed to such
Multiemployer Plans for the respective plan years of each such
Multiemployer Plan immediately preceding the plan year in which
the reorganization or termination occurs by an amount exceeding
$500,000.

7.13  The Borrower or any other member of the Controlled Group
shall terminate a Single Employer Plan resulting in Unfunded
Liabilities to the Borrower in excess of $500,000.

7.14  The Borrower or any other member of the Controlled Group
shall incur liability for a violation of ERISA or the Code with
respect to any Benefit Plan which exceeds $250,000.

7.15  The Borrower or any of its Subsidiaries shall be the
subject of any proceeding or investigation pertaining to the
release by the Borrower or any of its Subsidiaries, or any other
Person of any toxic or hazardous waste or substance into the
environment, or any violation of any Environmental Law, which,
in either case, could have a Material Adverse Effect.

7.16  Any Change in Control shall occur, except such Change in
Control consented to by the Agent and all Lenders.

7.17  Nonpayment by the Borrower or any of its Subsidiaries of
any Rate Hedging Obligation when due or the default or breach by
the Borrower or any of its Subsidiaries of any term, provision
or condition contained in any Rate Hedging Agreement, which
default or breach continues (without being waived) beyond any
period of grace therein provided.

7.18  The occurrence of any "default", as defined in any Loan
Document (other than this Agreement or the Notes) or the breach
of any of the terms or provisions of any Loan Document (other
than this Agreement), which default or breach continues beyond
any period of grace therein provided and has not been waived.

7.19  The occurrence of any "Default", as defined in the
International Credit Agreement, the International Guaranty or
any other International Loan Document or the breach of any of
the terms or provisions of the International Credit Agreement,
the International Guaranty or any other International Loan
Document, or any default under any of the documents evidencing
the Pacific Rim Loans, which default or breach continues beyond
any period of grace therein provided and has not been waived.

7.20  The occurrence and continuance of any default or Event of
Default as defined in the Debentures.

ARTICLE VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1  Acceleration.  If any Default described in Section 7.6 or
7.7 occurs with respect to the Borrower, the obligations of the
Lenders to make Loans and to participate in Facility Letters of
Credit hereunder, and the obligation of the Issuer to issue
Facility Letters of Credit hereunder, shall automatically
terminate and the Obligations shall immediately become due and
payable without any election or action on the part of the Agent,
the Issuer or any Lender.  If any other Default occurs, the
Required Lenders (or the Agent with the consent of the Required
Lenders) (i) may terminate or suspend the obligations of the
Lenders to make Loans and to purchase participation in Facility
Letters of Credit hereunder, (ii) may terminate or suspend the
obligations of the Issuer to issue Facility Letters of Credit
hereunder, and/or (iii) declare the Obligations to be due and
payable, whereupon the Obligations shall become immediately due
and payable, without presentment, demand, protest or notice of
any kind, all of which the Borrower hereby expressly waives.

If, within 15 days after (x) acceleration of the maturity of the
Obligations, (y) termination of the obligations of the Issuer to
issue Facility Letters of Credit hereunder or (z) termination of
the obligations of the Lenders to make Loans hereunder as a
result of any Default (other than any Default as described in
Section 7.6 or 7.7 with respect to the Borrower) and before any
judgment or decree for the payment of the Obligations due shall
have been obtained or entered, the Required Lenders (in their
sole discretion) shall so direct, the Agent shall, by notice to
the Borrower, rescind and annul such acceleration and/or
termination.

8.2  Amendments.  Subject to the provisions of this Article
VIII, the Required Lenders (or the Agent with the consent in
writing of the Required Lenders) and the Borrower may enter into
agreements supplemental hereto or to any other Loan Document for
the purpose of adding or modifying any provisions to the Loan
Documents or changing in any manner the rights of the Lenders or
the Borrower hereunder or thereunder or waiving any Default
hereunder or thereunder; provided, however, that no such
supplemental agreement shall, without the consent of each of the
Lenders:
     (i)  Extend the maturity of any Loan, or extend the expiry
date of any Facility Letter of Credit beyond the Facility
Termination Date, or forgive all or any portion of the principal
amount of any Loan or Facility Letter of Credit Obligation, or
reduce the rate or extend the time of payment of Reimbursement
Obligations, interest or fees hereunder, or release any
collateral securing the Obligations or any Subsidiary Guaranty;

     (ii)  Reduce the percentage specified in the definition of
Required Lenders;

     (iii)  Extend the Facility Termination Date or increase the
amount of the Commitment of any Lender hereunder, or permit the
Borrower to assign its rights under this Agreement; or

     (iv)  Amend this Section 8.2 or the provisions of any other
section of this Agreement which designate a certain number of
Lenders required to consent to or compel actions.

No amendment of any provision of this Agreement relating to the
Agent shall be effective without the written consent of the
Agent. The Agent may waive payment of the fee required under
Section 2.4.1(ii) or 12.3.2 without obtaining the consent of any
other party to this Agreement.

8.3  Preservation of Rights.  No delay or omission of the
Lenders, the Issuer or the Agent to exercise any right under the
Loan Documents shall impair such right or be construed to be a
waiver of any Default or an acquiescence therein, and the making
of a Loan or issuance of a Facility Letter of Credit
notwithstanding the existence of a Default or the inability of
the Borrower to satisfy the conditions precedent to such Loan
shall not constitute any waiver or acquiescence.  Any single or
partial exercise of any such right shall not preclude other or
further exercise thereof or the exercise of any other right, and
no waiver, amendment or other variation of the terms, conditions
or provisions of the Loan Documents whatsoever shall be valid
unless in writing signed by the Lenders required pursuant to
Section 8.2, and then only to the extent in such writing
specifically set forth.  All remedies contained in the Loan
Documents or by law afforded shall be cumulative and all shall
be available to the Agent, the Issuer and the Lenders until the
Obligations have been paid in full.

ARTICLE IX

GENERAL PROVISIONS

9.1  Survival of Representations.  All representations and
warranties of the Borrower contained in this Agreement shall
survive delivery of the Notes and the making of the Loans and
the issuance of the Facility Letters of Credit herein
contemplated.

9.2  Governmental Regulation.  Anything contained in this
Agreement to the contrary notwithstanding, no Lender shall be
obligated to extend credit to the Borrower or participate in
Facility Letters of Credit in violation of any limitation or
prohibition provided by any applicable statute or regulation.

9.3  Taxes.  Any Taxes (excluding federal income taxes on the
overall net income of any Lender) or other similar assessments
or charges made by any governmental or revenue authority in
respect of the Loan Documents shall be paid by the Borrower,
together with interest and penalties, if any.

9.4  Headings.  Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the
interpretation of any of the provisions of the Loan Documents.

9.5  Entire Agreement.  The Loan Documents embody the entire
agreement and understanding among the Borrower, the Agent, the
Issuer, and the Lenders and supersede all prior agreements and
understandings among the Borrower, the Agent, the Issuer and the
Lenders relating to the subject matter thereof.

9.6  Several Obligations; Benefits of this Agreement.  The
respective obligations of the Lenders hereunder are several and
not joint and no Lender shall be the partner or agent of any
other (except to the extent to which the Agent is authorized to
act as such).  The failure of any Lender to perform any of its
obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person
other than the parties to this Agreement and their respective
successors and assigns.

9.7  Expenses; Indemnification.  The Borrower shall reimburse
the Agent and Arranger for any costs, internal charges and out-
of-pocket expenses (including reasonable attorneys' fees and
time charges of attorneys for the Agent and Arranger, which
attorneys may be employees of the Agent or Arranger) paid or
incurred by the Agent and Arranger in connection with the
preparation, negotiation, execution, delivery, review,
amendment, modification, and administration of the Loan
Documents.  The Borrower also agrees to reimburse the Agent, the
Issuer, the Arranger and the Lenders for any costs, internal
charges and out-of-pocket expenses (including reasonable
attorneys' fees and time charges of attorneys for the Agent, the
Arranger and the Lenders which attorneys may be employees of the
Agent or the Lenders) paid or incurred by the Agent, the
Arranger, the Issuer or any Lender in connection with the
collection and enforcement of the Loan Documents.  The Borrower
further agrees to indemnify the Agent, the Arranger, the Issuer,
and each Lender and their respective directors, officers and
employees against all losses, claims, damages, penalties,
judgments, liabilities and expenses (including, without
limitation, all expenses of litigation or preparation therefor
whether or not the Agent, the Issuer, the Arranger or any Lender
is a party thereto) which any of them may pay or incur arising
out of or relating to this Agreement, the other Loan Documents,
the transactions contemplated hereby or thereby or the direct or
indirect application or proposed application of the proceeds of
any Loan or the direct or indirect use or intended use of any
Facility Letter of Credit hereunder except to the extent that
they have resulted from the gross negligence or willful
misconduct of the party seeking indemnification.  The
obligations of the Borrower under this Section shall survive the
termination of this Agreement.

9.8  Numbers of Documents.  All originally executed statements,
notices, closing documents (other than the Notes), and requests
hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the
Lenders.

9.9  Accounting.  Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all
accounting determinations hereunder shall be made in accordance
with GAAP, except that any calculation or determination which is
to be made on a consolidated basis shall be made for the
Borrower and all its Subsidiaries, including those Subsidiaries,
if any, which are unconsolidated on the Borrower's audited
financial statements.

9.10  Severability of Provisions.  Any provision in any Loan
Document that is held to be inoperative, unenforceable, or
invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the
remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan
Documents are declared to be severable.

9.11  Nonliability of Lenders.  The relationship between the
Borrower and the Lenders shall be solely that of borrower and
lender.  Neither the Agent nor any Lender shall have any
fiduciary responsibilities to the Borrower.  Neither the Agent
nor any Lender undertakes any responsibility to the Borrower to
review or inform the Borrower of any matter in connection with
any phase of the Borrower's business or operations.  The
Borrower agrees that none of the Agent, the Issuer or any Lender
shall have liability to the Borrower (whether sounding in tort,
contract or otherwise) for losses suffered by the Borrower in
connection with, arising out of, or in any way related to, the
transactions contemplated and the relationship established by
the Loan Documents, or any act, omission or event occurring in
connection therewith, unless it is determined by a court of
competent jurisdiction in a final and non-appealable order that
such losses resulted from the gross negligence or willful
misconduct of the party from which recovery is sought.

9.12  Confidentiality.  Each Lender agrees to hold any
confidential information which it may receive from the Borrower
pursuant to this Agreement in confidence, except for disclosure
(i) to its Affiliates and to other Lenders and to the Agent and
their respective Affiliates, (ii) to legal counsel, accountants,
and other professional advisors to that Lender or to a
Transferee or prospective Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as
required by law, regulation, or legal process, (v) to any Person
in connection with any legal proceeding to which that Lender is
a party, and (vi) permitted by Section 12.4.

9.13  Nonreliance.  Each Lender hereby represents that it is not
relying on or looking to any margin stock (as defined in
Regulation U of the Board of Governors of the Federal Reserve
System) for the repayment of the Loans provided for herein.

ARTICLE X

THE AGENT

10.1  Appointment; Nature of Relationship.  American National
Bank and Trust Company of Chicago is hereby appointed by the
Lenders as the Agent hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the
Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the
other Loan Documents.  The Agent agrees to act as such
contractual representative upon the express conditions contained
in this Article X.  Notwithstanding the use of the defined term
"Agent," it is expressly understood and agreed that the Agent
shall not have any fiduciary responsibilities to any Lender by
reason of this Agreement or any other Loan Document and that the
Agent is merely acting as the representative of the Lenders with
only those duties as are expressly set forth in this Agreement
and the other Loan Documents.  In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume
any fiduciary duties to any of the Lenders, (ii) is a
"representative" of the Lenders within the meaning of Section 9-
105 of the Uniform Commercial Code and (iii) is acting as an
independent contractor, the rights and duties of which are
limited to those expressly set forth in this Agreement and the
other Loan Documents.  Each of the Lenders hereby agrees to
assert no claim against the Agent for breach of fiduciary duty,
all of which claims each Lender hereby waives.

10.2  Powers.  The Agent shall have and may exercise such powers
under the Loan Documents as are specifically delegated to the
Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto.  The Agent shall have no
implied duties to the Lenders, or any obligation to the Lenders
to take any action thereunder except any action specifically
provided by the Loan Documents to be taken by the Agent.

10.3  General Immunity.  Neither the Agent nor any of its
directors, officers, agents or employees shall be liable to the
Borrower, the Lenders or any Lender for any action taken or
omitted to be taken by it or them hereunder or under any other
Loan Document or in connection herewith or therewith except to
the extent such action or inaction is determined in a final non-
appealable judgment by a court of competent jurisdiction to have
arisen from the gross negligence or willful misconduct of such
Person.

10.4  No Responsibility for Loans, Recitals, etc.  Neither the
Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire
into, or verify: (i) any statement, warranty or representation
made in connection with any Loan Document or any borrowing or
issuance of a Facility Letter of Credit hereunder; (ii) the
performance or observance of any of the covenants or agreements
of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information
directly to each Lender; (iii) the satisfaction of any condition
specified in Article IV, except receipt of items required to be
delivered to the Agent; (iv) the validity, enforceability,
effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection
therewith; or (v) the value, sufficiency, creation, perfection
or priority of any interest in any collateral security.  The
Agent shall have no duty to disclose to the Lenders information
that is not required to be furnished by the Borrower to the
Agent at such time, but is voluntarily furnished by the Borrower
to the Agent (either in its capacity as Agent or in its
individual capacity).

10.5  Action on Instructions of Lenders.  The Agent shall in all
cases be fully protected in acting, or in refraining from
acting, hereunder and under any other Loan Document in
accordance with written instructions signed by such of the
Lenders as is required under the terms of this Agreement, and
such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders and on
all holders of Notes.  The Lenders hereby acknowledge that the
Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this
Agreement or any other Loan Document unless it shall be
requested in writing to do so by the Required Lenders.  The
Agent shall be fully justified in failing or refusing to take
any action hereunder and under any other Loan Document unless it
shall first be indemnified to its satisfaction by the Lenders
pro rata against any and all liability, cost and expense that it
may incur by reason of taking or continuing to take any such
action.

10.6  Employment of Agents and Counsel.  The Agent may execute
any of its duties as Agent hereunder and under any other Loan
Document by or through employees, agents, and attorneys-in-fact
and shall not be answerable to the Lenders, except as to money
or securities received by it or its authorized agents, for the
default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care.  The Agent shall be
entitled to advice of counsel concerning all matters pertaining
to the agency hereby created and its duties hereunder and under
any other Loan Document.

10.7  Reliance on Documents; Counsel.  The Agent shall be
entitled to rely upon any Note, notice, consent, certificate,
affidavit, letter, telegram, statement, paper or document
believed by it to be genuine and correct and to have been signed
or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the
Agent, which counsel may be employees of the Agent.

10.8  Agent's Reimbursement and Indemnification.  The Lenders
agree to reimburse and indemnify the Agent ratably in proportion
to their respective Commitments (or, if subsequent to the
Facility Termination Date, in proportion to their Commitments
immediately prior to such date), without relieving the Borrower
of any of its Obligations hereunder, (i) for any amounts not
reimbursed by the Borrower for which the Agent is entitled to
reimbursement by the Borrower under the Loan Documents, (ii) for
any other expenses incurred by the Agent on behalf of the
Lenders, in connection with the preparation, execution,
delivery, administration and enforcement of the Loan Documents
and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Agent in any way
relating to or arising out of the Loan Documents or any other
document delivered in connection therewith or the transactions
contemplated thereby, or the enforcement of any of the terms
thereof or of any such other documents, provided that no Lender
shall be liable for any of the foregoing to the extent they
arise from the gross negligence or willful misconduct of the
Agent. The obligations of the Lenders under this Section 10.8
shall survive payment of the Obligations and termination of this
Agreement.

10.9  Notice of Default.  The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or
Unmatured Default hereunder unless the Agent has received
written notice from a Lender or the Borrower referring to this
Agreement describing such Default or Unmatured Default and
stating that such notice is a "notice of default".  In the event
that the Agent receives such a notice, the Agent shall give
prompt notice thereof to the Lenders.

10.10  Rights as a Lender.  In the event the Agent is a Lender,
the Agent shall have the same rights and powers hereunder and
under any other Loan Document as any Lender and may exercise the
same as though it were not the Agent, and the term "Lender" or
"Lenders" shall, at any time when the Agent is a Lender, unless
the context otherwise indicates, include the Agent in its
individual capacity. The Agent may accept deposits from, lend
money to, and generally engage in any kind of trust, debt,
equity or other transaction, in addition to those contemplated
by this Agreement or any other Loan Document, with the Borrower
or any of its Subsidiaries in which the Borrower or such
Subsidiary is not restricted hereby from engaging with any other
Person.

10.11  Lender Credit Decision.  Each Lender acknowledges that it
has, independently and without reliance upon the Agent or any
other Lender and based on the financial statements prepared by
the Borrower and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to
enter into this Agreement and the other Loan Documents.  Each
Lender also acknowledges that it will, independently and without
reliance upon the Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not
taking action under this Agreement and the other Loan Documents.

10.12  Successor Agent.  The Agent may resign at any time by
giving written notice thereof to the Lenders and the Borrower,
such resignation to be effective upon the appointment of a
successor Agent or, if no successor Agent has been appointed,
forty-five days after the retiring Agent gives notice of its
intention to resign.  The Agent may be removed at any time with
or without cause by written notice received by the Agent from
the Required Lenders, such removal to be effective on the date
specified by the Required Lenders.  Upon any such resignation or
removal, the Required Lenders shall have the right to appoint,
with the consent of the Borrower, which consent shall not be
unreasonably withheld or delayed, on behalf of the Borrower and
the Lenders, a successor Agent; provided, however, that if a
Default or Unmatured Default shall have occurred and be
continuing at the time of such resignation or removal, the
consent of the Borrower shall not be so required.  If no
successor Agent shall have been so appointed by the Required
Lenders, and, to the extent required pursuant to the immediately
preceding sentence, consented to by the Borrower, and shall have
accepted such appointment, within thirty days after the
resigning Agent's giving notice of its intention to resign, then
the resigning Agent may appoint, on behalf of the Borrower and
the Lenders, a successor Agent.  If the Agent has resigned or
been removed and no successor Agent has been appointed, the
Lenders may perform all the duties of the Agent hereunder and
the Borrower shall make all payments in respect of the
Obligations to the applicable Lender and for all other purposes
shall deal directly with the Lenders.  No successor Agent shall
be deemed to be appointed hereunder until such successor Agent
has accepted the appointment.  Any such successor Agent shall be
a commercial bank having capital and retained earnings of at
least $100,000,000.  Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the resigning or removed Agent.
Upon the effectiveness of the resignation or removal of the
Agent the resigning or removed Agent shall be discharged from
its duties and obligations hereunder and under the Loan
Documents.  After the effectiveness of the resignation or
removal of an Agent, the provisions of this Article X shall
continue in effect for the benefit of such Agent in respect of
any actions taken or omitted to be taken by it while it was
acting as the Agent hereunder and under the other Loan
Documents.  In the event that there is a successor to the Agent
by merger, or the Agent assigns its duties and obligations to an
Affiliate pursuant to this Section 10.12, then the term
"Corporate Base Rate" as used in this Agreement shall mean the
prime rate, base rate or other analogous rate of the new Agent.

10.13  Delegation to Affiliates.  The Borrower and the Lenders
agree that the Agent may delegate any of its duties under this
Agreement to any of its Affiliates.  Any such Affiliate (and
such Affiliate's directors, officers, agents and employees)
which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and
other protective provisions to which the Agent is entitled under
Articles IX and X.

ARTICLE XI

SETOFF; RATABLE PAYMENTS

11.1  Setoff.  In addition to, and without limitation of, any
rights of the Lenders under applicable law, if the Borrower
becomes insolvent, however evidenced or any Default occurs, any
and all deposits (including all account balances, whether
provisional or final and whether or not collected or available)
and any other Indebtedness at any time held or owing by any
Lender to or for the credit or account of the Borrower may be
offset and applied toward the payment of the Obligations owing
to such Lender, whether or not the Obligations, or any part
hereof, shall then be due.

11.2  Ratable Payments.  If any Lender, whether by setoff or
otherwise, has payment made to it upon the Obligations owing to
it (other than payments received pursuant to Section 3.1, 3.2,
3.4 or 3.5) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the Obligations held by the other Lenders
so that after such purchase each Lender will hold its Pro Rata
Share of the Obligations.  If any Lender, whether in connection
with setoff or amounts which might be subject to setoff or
otherwise, receives collateral or other protection for its
Obligations or such amounts which may be subject to setoff, such
Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their outstanding
Obligations.  In case any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be
made.

ARTICLE XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATION

12.1  Successors and Assigns.  The terms and provisions of the
Loan Documents shall be binding upon and inure to the benefit of
the Borrower, the Agent, and the Lenders and their respective
successors and assigns, except that (i) the Borrower shall not
have the right to assign their respective rights or obligations
under the Loan Documents and (ii) any assignment by any Lender
must be made in compliance with Section 12.3.  Notwithstanding
clause (ii) of this Section, any Lender may at any time, without
the consent of the Borrower or the Agent, assign all or any
portion of its rights under this Agreement and its Notes to a
Federal Reserve Bank; provided, however, that no such assignment
to a Federal Reserve Bank shall release the transferor Lender
from its obligations hereunder.  The Agent may treat the payee
of any Note as the owner thereof for all purposes hereof unless
and until such payee complies with Section 12.3 in the case of
an assignment thereof or, in the case of any other transfer, a
written notice of the transfer is filed with the Agent.  Any
assignee or transferee of a Note agrees by acceptance thereof to
be bound by all the terms and provisions of the Loan Documents.
Any request, authority or consent of any Person, who at the time
of making such request or giving such authority or consent is
the holder of any Note, shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note or of any
Note or Notes issued in exchange therefor.

12.2  Participation.

12.2.1  Permitted Participants; Effect.  Any Lender may subject
to the provisions of this Section 12.2.1, in the ordinary course
of its business and in accordance with applicable law, at any
time sell to one or more banks or other entities
("Participants") participating interests in any Loan owing to
such Lender, any Note held by such Lender, any Facility Letter
of Credit participated in by such Lender, any Commitment of such
Lender or any other interest of such Lender under the Loan
Documents, provided that such Participants are consented to in
advance by the Borrower, such consent not to be unreasonably
withheld or delayed.  In the event of any such sale by a Lender
of participating interests to a Participant, such Participant
shall have no direct rights hereunder, such Lender's obligations
under the Loan Documents shall remain unchanged, such Lender
shall remain solely responsible to the other parties hereto for
the performance of such obligations, such Lender shall remain
the holder of any such Note for all purposes under the Loan
Documents, all amounts payable by the Borrower under this
Agreement shall be determined as if such Lender had not sold
such participating interests, and the Borrower and the Agent
shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under the
Loan Documents.

12.2.2  Voting Rights.  Each Lender shall retain the sole right
to approve, without the consent of any Participant, any
amendment, modification or waiver of any provision of the Loan
Documents other than any amendment, modification or waiver with
respect to any Loan, Facility Letter of Credit or Commitment in
which such Participant has an interest which forgives principal,
interest or fees or reduces the interest rate or fees payable
with respect to any such Loan, Facility Letter of Credit or
Commitment, postpones any date fixed for any regularly-scheduled
payment of principal of, or interest or fees on, any such Loan,
Facility Letter of Credit or Commitment, releases any guarantor
of any such Loan or releases any substantial portion of
collateral, if any, securing any such Loan or Facility Letter of
Credit.

12.2.3  Benefit of Setoff.  The Borrower agrees that each
Participant shall be deemed to have the right of setoff provided
in Section 11.1 in respect of its participating interest in
amounts owing under the Loan Documents to the same extent as if
the amount of its participating interest were owing directly to
it as a Lender under the Loan Documents, provided that each
Lender shall retain the right of setoff provided in Section 11.1
with respect to the amount of participating interests sold to
each Participant.  The Lenders agree to share with each
Participant, and each Participant, by exercising the right of
setoff provided in Section 11.1, agrees to share with each
Lender, any amount received pursuant to the exercise of its
right of setoff, such amounts to be shared in accordance with
Section 11.2 as if each Participant were a Lender.

12.3  Assignments.

12.3.1  Permitted Assignments.  Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at
any time assign to one or more banks or other entities other
than the Borrower or any of its Affiliates ("Purchasers") all or
any part of its rights and obligations under the Loan Documents.
Such assignment shall be substantially in the form of Exhibit G
hereto or in such other form as may be agreed to by the parties
thereto.  The consent of the Borrower, and the Agent shall be
required prior to an assignment becoming effective with respect
to a Purchaser which is not a Lender or an Affiliate thereof;
provided, however, that if an Unmatured Default or Default has
occurred and is continuing, the consent of the Borrower shall
not be required.  Such consents shall not be unreasonably
withheld or delayed.  Each such assignment shall be in an amount
not less than the lesser of (i) $5 million, and (ii) the
remaining amount of the assigning Lender's Commitment
(calculated as at the date of such assignment).

12.3.2  Effect; Effective Date.  Upon (i) delivery to the Agent
of a notice of assignment, substantially in the form attached to
Exhibit G hereto (a "Notice of Assignment"), together with any
consents required by Section 12.3.1, duly executed by the
Purchaser, and (ii) payment by one or more of the parties to
such assignment (other than the Borrower) of a $4,000 fee to the
Agent for processing such assignment, such assignment shall
become effective on the effective date specified in such Notice
of Assignment.  The Notice of Assignment shall contain a
representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Commitment and
Loans under the applicable assignment agreement are "plan
assets" as defined under ERISA and that the rights and interests
of the Purchaser in and under the Loan Documents will not be
"plan assets" under ERISA.  On and after the effective date of
such assignment, such Purchaser shall for all purposes be a
Lender party to this Agreement and any other Loan Document
executed by the Lenders and shall have all the rights and
obligations of a Lender under the Loan Documents, to the same
extent as if it were an original party hereto, and no further
consent or action by the Borrower, the Lenders or the Agent
shall be required to release the transferor Lender with respect
to the percentage of the Aggregate Commitment, Loans and
interests in Facility Letters of Credit assigned to such
Purchaser.  Upon the consummation of any assignment to a
Purchaser pursuant to this Section 12.3.2, the transferor
Lender, the Agent and the Borrower shall make appropriate
arrangements so that (i) replacement Notes are issued to such
transferor Lender and new Notes or, as appropriate, replacement
Notes, are issued to such Purchaser, in each case in principal
amounts reflecting their Commitment, as adjusted pursuant to
such assignment and (ii) Schedule 1 hereto is amended to reflect
such assignment.

12.4  Dissemination of Information.  The Borrower authorizes
each Lender to disclose to any Participant or Purchaser or any
other Person acquiring an interest in the Loan Documents by
operation of law (each a "Transferee") and any prospective
Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its
Subsidiaries; provided that each Transferee and prospective
Transferee agrees to be bound by Section 9.12 of this Agreement.

12.5  Tax Treatment.  If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws
of any jurisdiction other than the United States or any State
thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, to comply
with the provisions of Section 2.4.12.

ARTICLE XIII

NOTICES

13.1  Notices.  Except as otherwise permitted by Section 2.4.7
with respect to borrowing notices, all notices, requests and
other communications to any party hereunder shall be in writing
(including bank wire, telex, facsimile transmission or similar
writing) and shall be given to such party: (x) in the case of
the Borrower, at its address, facsimile number or telex number
set forth on the signature pages hereof, (y) in the case of the
Agent or any Lender, at its address, facsimile number or telex
number set forth on Schedule 2 hereto or (z) in the case of any
party, such other address, facsimile number or telex number as
such party may hereafter specify for the purpose by notice to
the Agent and the Borrower.  Each such notice, request or other
communication shall be effective (i) if given by telex, when
such telex is transmitted to the telex number specified in this
Section and the appropriate answerback is received, (ii) if
given by facsimile transmission, when transmitted to the
facsimile number specified in this Section and confirmation of
receipt is received, (iii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid or (iv) if given by any other
means, when delivered at the address specified in this Section;
provided that notices to the Agent under Article II shall not be
effective until received.

13.2  Change of Address.  The Borrower, the Agent and any Lender
may each change the address for service of notice upon it by a
notice in writing to the other parties hereto.

ARTICLE XIV

COUNTERPARTS

This Agreement may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same
instrument.  This Agreement shall be effective when it has been
executed by the Borrower, the Agent and the Lenders and each
party has notified the Agent by telex or telephone, that it has
taken such action.  A complete set of counterparts executed by
all the parties hereto shall be lodged with each of the Borrower
and the Agent.

ARTICLE XV

CHOICE OF LAW, CONSENT TO JURISDICTION, WAIVER OF JURY TRIAL

15.1  Choice of Law.  THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW
OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

15.2  Consent to Jurisdiction.  THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY
UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY
LOAN DOCUMENTS AND THE PARTIES HERETO HEREBY IRREVOCABLY AGREE
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVE ANY
OBJECTION ANY OF THEM MAY NOW OR HEREAFTER HAVE AS TO THE VENUE
OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT
OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  ANY JUDICIAL
PROCEEDING BY THE BORROWER AGAINST THE AGENT, THE ISSUER OR ANY
LENDER OR ANY AFFILIATE OF THE AGENT, THE ISSUER OR ANY LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING
OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE
BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

15.3  Waiver of Jury Trial.  THE PARTIES HERETO HEREBY WAIVE
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED
THEREUNDER.

IN WITNESS WHEREOF, the Borrower, the Lenders, the Issuer and
the Agent have executed this Agreement as of the date first
above written.

RICHARDSON ELECTRONICS, LTD.
By:  /s/ William J. Garry
Print Name: William J. Garry
Title Senior Vice President and Chief Financial Officer

Address:
Attention:
Telephone No.:
Telecopier No.:


AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO,
Individually, as Agent, as Issuer and as Swing Line Lender
By:  /s/ Gregory H. Teegen
Print Name: Gregory H. Teegen
TitleVice President

HARRIS TRUST AND SAVINGS BANK
By: /s/ Raymond Whitaker
Print Name: Raymond Whitaker
Title: Managing Director

LASALLE BANK, N.A.
By:/s/ Sam L. Dendrinos
Print Name: Sam L. Dendrinos
Title: Assistant Vice President

NATIONAL CITY BANK
By:/s/ Michael Brothers
Print Name:Michael Brothers
Title:Vice President

EX-10

Exhibit 10 (b)

                                                 EXECUTION COPY

                         REVOLVING CREDIT AGREEMENT

This Revolving Credit Agreement, dated as of July 1, 2000 by and
among (i) Burtek Systems, Inc., a Canadian corporation,
Richardson Electronics Canada, Ltd., a Canadian corporation
(each a "Canada-Borrower", and collectively, the "Canada-
Borrowers"); (ii) Richardson Electronics (Europe) Ltd., an
English limited liability company (the "UK-Borrower"); (iii)
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") (the Canada-
Borrowers, the UK-Borrower, and the Euro-Borrowers are
collectively referred to as the "Borrowers"), the lenders from
time to time parties hereto (each, a "Lender" and collectively,
the "Lenders"), Bank One, N.A. London Branch as Eurocurrency
Agent (the "Eurocurrency Agent"), Bank One Canada, as Canada
Agent (the "Canada Agent") (the Eurocurrency Agent and the
Canada Agent are collectively referred to as the "Funding
Agents" and each individually a "Funding Agent"), and American
National Bank and Trust Company of Chicago, as administrative
agent (in such capacity, the "Administrative Agent") (the
"Agreement").

                                 RECITALS

WHEREAS, the Borrowers have requested the Lenders establish the
Facilities (as defined herein) to refinance certain existing
credit facilities among the Canada-Borrowers and certain of the
Lenders, to pay the fees of the Borrowers in connection with
this Agreement and for other general corporate purposes of the
Borrowers.

NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties hereto
agree as follows:

                                ARTICLE 1

                               DEFINITIONS
As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

"Acquisition(s)" means any transaction, or any series of related
transactions, consummated on or after the date of this
Agreement, by which any Borrower or any of such Borrower's
Subsidiaries (i) acquires any going concern business or all or
substantially all of the assets of any firm, corporation or
limited liability company, or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have
ordinary voting power for the election of directors (other than
securities having such power only by reason of the happening of
a contingency) or a majority (by percentage or voting power) of
the outstanding ownership interests of a partnership or limited
liability company.

"Advance" means a borrowing hereunder (or conversion or
continuation thereof) consisting of the aggregate amount of the
several Loans in the same Facility, the same Agreed Currency,
the same Type, and for the same Interest Period, made by the
Lenders on the same Borrowing Date (or date of conversion or
continuation).

"Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control
with such Person. A Person shall be deemed to control another
Person if the controlling Person owns 10% or more of any class
of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or
policies of the controlled Person, whether through ownership of
stock, by contract or otherwise.

"Administrative Agent" means American National Bank and Trust
Company of Chicago, in its capacity as contractual
representative of the Lenders pursuant to Article 10, and not in
its individual capacity as a Lender, and any successor
Administrative Agent appointed pursuant to Article 10.

"Agreed Currencies" means (i) so long as such currencies remain
Eligible Currencies, British Pounds Sterling, Canadian Dollars,
German Deutsche Marks, Dutch Guilders, French Francs, and
Spanish Pesetas; (ii) the Euro; and (iii) any other Eligible
Currency which a Borrower requests the relevant Funding Agent to
include as an Agreed Currency hereunder and which is acceptable
to all of the Lenders.  For the purposes of this definition,
each of the specific currencies referred to in clause (i) above
shall mean and be deemed to refer to the lawful currency of the
jurisdiction referred to in connection with such currency, e.g.,
"British Pounds Sterling" means the lawful currency of the
United Kingdom.
"Agreement" means this Revolving Credit Agreement, as it may be
amended or modified and in effect from time to time.

"Agreement Accounting Principles" means generally accepted
accounting principles as in effect from time to time, applied in
a manner consistent with that used in preparing the financial
statements required to be delivered pursuant to the Guaranty.

"Aggregate Canada Facility Commitment" means the aggregate of
the Commitments of the Canada Lenders under the Canada Facility.

"Aggregate Commitment" means the aggregate of the Commitments of
all the Lenders  under all Facilities, as reduced from time to
time pursuant to the terms hereof.

"Aggregate Euro Facility Commitment" means the aggregate of the
Commitments of the Lenders under the Euro Facility.

"Aggregate UK Facility Commitment" means the aggregate of the
Commitments of the Lenders under the UK Facility.

"Aggregate Total Outstandings" means as of any date of
determination with respect to any Facility, an amount equal to
the total outstanding principal amount of Loans under such
Facility.

"ANB" means American National Bank and Trust Company of Chicago,
in its individual capacity, and its successors.

"Applicable Margin" means, with respect to Advances of any Type
at any time, the percentage rate per annum which is applicable
at such time with respect to Advances of such Type as set forth
in the Pricing Schedule.

"Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors.

"Article" means an article of this Agreement unless another
document is specifically referenced.

"Authorized Officer" means any of the Chairman, President,
Executive Vice President, Vice President, and Chief Financial
Officer, Secretary and Treasurer or any other senior officer of
any Borrower, acting singly.

"BA Interest Date" means the last day of each BA Interest
Period.

"BA Interest Period" means, with respect to a BA Rate Advance,
the term of days as selected by a Canada-Borrower in accordance
with Section 2.7.2, commencing on the Borrowing Date or
Conversion Date, as applicable, of such BA Rate Advance and
expiring on a Business Day, which term shall not be less than 30
days or more than 180 days thereafter, in each case subject to
availability.

"BA Rate" means, in respect of any BA Rate Advance, the sum of
(i) annual rate of interest which is the rate determined as
being the rate of the Canada Agent's Lending Installation
applicable to Canadian Dollar bankers' acceptances for the
applicable BA Interest Period, and (ii) the Applicable Margin.

"BA Rate Advance" means any Advance denominated in Canadian
Dollars and bearing interest at the BA Rate.

"Borrower" has the meaning specified in the preamble.

"Borrowing Date" means a date on which an Advance is made
hereunder.

"Borrowing Notice" is defined in Section 2.6.

"British Pounds Sterling" or "GBP" means the lawful currency of
the United Kingdom.

"Business Day" means (i) with respect to any borrowing, payment
or rate selection of Advances, a day (other than a Saturday or
Sunday) on which banks generally are open in London, Chicago,
New York, Toronto, Ontario in respect of the Canada Facility and
in the city of any relevant Lending Installation for the conduct
of substantially all of their commercial lending activities and
on which dealings in the applicable Agreed Currency are carried
on in the London interbank market (and if the Advances which are
the subject of such borrowing, payment or rate selection are
denominated in Euro or any National Currency Unit, a day upon
which such clearing system (as determined by the Eurocurrency
Agent to be suitable for clearing or settlement of the Euro) is
open for business) and (ii) for all other purposes, a day (other
than a Saturday or Sunday) on which banks generally are open in
London, Chicago and New York for the conduct of substantially
all of their commercial lending activities.

"Canada-Borrower" has the meaning specified in the preamble.

"Canada Facility" means the revolving loans denominated in
Canadian Dollars and made available by the Canada Lenders to the
Canada-Borrowers pursuant to the terms hereof.

"Canada Facility Commitment" means, for each Canada Lender, the
obligation of such Canada Lender to make Loans not exceeding the
principal amount set forth opposite its signature below with
respect to Canadian Dollars or as set forth in any Notice of
Assignment relating to any assignment that has become effective
pursuant to Section 12.3.2, as such amount may be modified from
time to time pursuant to the terms hereof.

"Canada Lenders" shall mean such of the Lenders having
Commitments to lend in Canadian Dollars as set forth on the
signature pages hereto.

"Canadian Dollars" or "CAD" means the lawful currency of Canada.

"Capitalized Lease" of a Person means any lease of Property by
such Person as lessee which would be capitalized on a balance
sheet of such Person prepared in accordance with Agreement
Accounting Principles.

"Capitalized Lease Obligations" of a Person means the amount of
the obligations of such Person under Capitalized Leases which
would be shown as a liability on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

"Cash Equivalent Investments" means (i) short-term obligations
of, or fully guaranteed by, the United States of America, (ii)
commercial paper rated A-1 or better by S&P or P-1or better by
Moody's, (iii) demand deposit accounts maintained in the
ordinary course of business, (iv) certificates of deposit issued
by and time deposits with commercial banks (whether domestic or
foreign) having capital and surplus in excess of $100,000,000;
or (v) any additional investment as may be approved in writing
by the Administrative Agent, provided in each case that the same
provides for payment of both principal and interest (and not
principal alone or interest alone) and is not subject to any
contingency regarding the payment of principal or interest.

"Cash Flow" means, as at date of determination thereof the sum
of Net Income, Interest Expense, income taxes, depreciation and
amortization in each case calculated as at such date of
determination for the Guarantor and its Subsidiaries on a
consolidated basis in accordance with Agreement Accounting
Principles.  Neither cash nor non-cash charges reflecting
extraordinary terms, unusual items, or one time charges will be
added back for the purpose of Cash Flow calculation.

"Change in Control" means (i) with respect to the Guarantor,
Edward J. Richardson shall cease to own (beneficially or of
record), free and clear of any prohibition or restriction on the
transfer or exercise of any voting rights in respect thereof
other than such restrictions in favor of the Administrative
Agent and/or the Lenders, in the aggregate at least the minimum
number of outstanding shares of voting stock of the Guarantor
required to elect a majority of the Guarantor's Board of
Directors and control any amendment of the Guarantor's bylaws in
an election in which all outstanding shares entitled to vote are
in fact voted; or (ii) with respect to any Borrower, the failure
of the Guarantor to own, directly or indirectly through one or
more Subsidiaries, free and clear of all Liens or other
encumbrances sufficient shares of voting stock of such Borrower
on a fully diluted basis required to elect a majority of the
applicable Borrower's Board of Directors and control any
amendment of such Borrower's bylaws in an election in which all
outstanding shares entitled to vote are in fact voted.

"Code" means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time.

"Commitment" means, for each Lender, the obligation of such
Lender to make Loans (whether under the Canada Facility, the
Euro Facility or the UK Facility) not exceeding in the aggregate
the amount set forth opposite its signature below for each of
the Canada Facility, the Euro Facility of the UK Facility or as
set forth in any Notice of Assignment relating to any assignment
that has become effective pursuant to Section 12.3.2, as such
amount may be modified from time to time pursuant to the terms
hereof.

"Computation Date" means the day upon or as of which the
Administrative Agent determines Dollar Amounts or Euro Amounts
with respect to an Advance as such day is elected by the
Administrative Agent in its discretion or upon instruction by
the Required Lenders.

"Consolidated Funded Indebtedness" means at any time the
aggregate Dollar Amount of Consolidated Indebtedness which has
actually been funded and is outstanding at such time, whether or
not such amount is due or payable at such time.
"Consolidated Indebtedness" means at any time the Indebtedness
of the Guarantor and its Subsidiaries calculated on a
consolidated basis as of such time.

"Contingent Obligation" of a Person means, without duplication,
any agreement, undertaking or arrangement by which such Person
assumes, guarantees, endorses, contingently agrees to purchase
or provide funds for the payment of, or otherwise becomes or is
contingently liable upon, the obligation or liability of any
other Person, or agrees to maintain the net worth or working
capital or other financial condition of any other Person, or
otherwise assures any creditor of such other Person against
loss, including, without limitation, any comfort letter,
operating agreement, take-or-pay contract or application or
reimbursement agreement for a letter of credit but excluding any
endorsement of instruments for deposit or collection in the
ordinary course of business.

"Continuation Notice" is defined in Section 2.7.1.

"Conversion Date" means the date on which the relevant Funding
Agent has been notified by a Borrower as being the date on which
such Borrower has elected to convert an Advance or a portion of
an Advance pursuant to Section 2.7.3.

"Conversion Notice" is defined in Section 2.7.3.

"Default" means an event described in Article 7.

"Documents" means this Agreement, any Notes issued pursuant to
Section 2.13, and the Guaranty.

"Dollar Amount" of any currency at any date shall mean (i) the
amount of such currency if such currency is Dollars or (ii) the
Equivalent Amount of Dollars if such currency is any currency
other than Dollars, calculated on the basis of the arithmetical
mean of the buy and sell spot rates of exchange of the Lending
Installation of the relevant Funding Agent for such currency on
the London market at 11:00 a.m., London time, on or as of the
most recent Computation Date.

"Dollars" and "$" shall mean the lawful currency of the United
States of America.

"Dutch Guilders" means the lawful currency of the Netherlands.

"Eligible Currency" means any currency other than Dollars (i)
that is readily available, (ii) that is freely traded, (iii) in
which deposits are customarily offered to banks in the London
interbank market, (iv) which is convertible into Dollars in the
international interbank market and (v) as to which an Equivalent
Amount may be readily calculated.

"Environmental Laws" means any and all federal, state,
provincial, local and foreign statutes, laws, judicial
decisions, regulations, ordinances, rules, judgments, orders,
decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental
restrictions relating to (i) the protection of the environment,
(ii) the effect of the environment on human health, (iii)
emissions, discharges or releases of pollutants, contaminants,
hazardous substances or wastes into air, surface water, ground
water or land, or (iv) the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof.
"Equivalent Amount" of any currency at any date shall mean the
equivalent amount of any other currency, calculated on the basis
of the arithmetic mean of the buy and sell spot rates of
exchange of the Lending Installation of the Administrative Agent
for such other currency at 11:00 a.m., London time, on the date
on or as of which such amount is to be determined.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any rule or regulation
issued thereunder.
"Euro" and/or "EUR" means the euro referred to in Council
Regulation (EC) No.  1103/97 dated June 17, 1997 passed by the
Council of the European Union, or, if different, the then lawful
currency of the member states of the European Union that
participate in the third stage of Economic and Monetary Union.

"Euro Amount" of any currency at any date shall mean (i) the
amount of such
currency if such currency is Euro or (ii) the Equivalent Amount
of Euro if such currency is any currency other than Euro,
calculated on the basis of the arithmetic mean of the buy and
sell spot rates of exchange of the Lending Installation of the
Eurocurrency Agent for such currency on the London market at
11:00 a.m., London time, on or as of the most recent Computation
Date.

"Euro-Borrower" has the meaning specified in the preamble.

"Euro Facility" means the revolving loans denominated in Euro or
any National Currency Unit constituting an Agreed Currency and
made available by the Euro Lenders to the Euro-Borrowers
pursuant to the terms hereof.
"Euro Facility Commitment" means, for each Euro Lender, the
obligation of such Euro Lender to make Loans not exceeding in
the principal amount set forth opposite its signature below with
respect to Euro or as set forth in any Notice of Assignment
relating to any assignment that has become effective pursuant to
Section 12.3.2, as such amount may be modified from time to time
pursuant to the terms hereof.

"Euro Lenders" shall mean such of the Lenders having commitments
to lend in Euros as set forth on the signature pages hereto.

"Eurocurrency Advance" means any Advance bearing interest at the
applicable Eurocurrency Rate.

"Eurocurrency Base Rate" means, with respect to a Eurocurrency
Advance (excluding Advances made in CAD and GBP) for the
relevant Eurocurrency Interest Period, the applicable London
interbank offered rate for deposits in the applicable Agreed
Currency appearing on Telerate, Bloomberg, or Reuter screens as
of 11:00 a.m. (London time) displaying the average British
Bankers Association Interest Settlement Rate for the applicable
Agreed Currency (excluding CAD and GBP) two London Banking Days
prior to the first day of such Eurocurrency Interest Period.
With respect to an Advance made in GBP, the Eurocurrency Base
Rate means, for the relevant Eurocurrency Interest Period, the
applicable London interbank offered rate for deposits in GBP
appearing on Telerate, Bloomberg, or Reuter screens as of 11:00
a.m. (London time) displaying the average British Bankers
Association Interest Settlement Rate for GBP on the first day of
such Eurocurrency Interest Period. If such screen rates are
unavailable, the Eurocurrency Base Rate shall be determined by
the Eurocurrency Agent to be the rate reported to the
Eurocurrency Agent by the Reference Lender as the rate at which
such Reference Lender offers to place deposits in the applicable
Agreed Currency, in the case of applicable currencies other than
GBP, with first-class banks in the London interbank market at
approximately 11:00 a.m. (London time) two London Banking Days
prior to the first day of such Eurocurrency Interest Period, and
in the case of GBP with first-class banks in the London
interbank market at approximately 11:00 a.m. (London time) on
the first Business Day of such Eurocurrency Interest Period, in
each case the approximate amount of such Reference Lender's
relevant Loan and having a maturity equal to such Eurocurrency
Interest Period.

"Eurocurrency Interest Period" means, with respect to a
Eurocurrency Advance, a period of one, two, three or six months
commencing on a Business Day selected by any applicable Borrower
requesting such Advance pursuant to this Agreement. Such
Eurocurrency 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 next, second, third or
sixth succeeding month, such Eurocurrency Interest Period shall
end on the last Business Day of such next, second, third or
sixth succeeding month. If a Eurocurrency Interest Period would
otherwise end on a day which is not a Business Day, such
Eurocurrency 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 Eurocurrency
Interest Period shall end on the immediately preceding Business
Day.

"Eurocurrency Rate" means, with respect to an Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the
Eurocurrency Base Rate applicable to such Interest Period,
divided by (b) one minus the Reserve Requirement (expressed as a
decimal) applicable to such Interest Period, plus (ii) the
Applicable Margin.

"Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and any Agent, taxes imposed on its overall
net income, and franchise taxes imposed on it, by (i) the
jurisdiction under the laws of which such Lender or such Agent
is incorporated or organized or (ii) the jurisdiction in which
such Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

"Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.
"Facilities" (each a "Facility") means, collectively, the Canada
Facility, the Euro Facility, and the UK Facility.
"Facility Termination Date" means 1 July 2004 or any earlier
date on which the Aggregate Commitment is reduced to zero or
otherwise terminated pursuant to the terms hereof.

"French Francs" means the lawful currency of the Republic of
France.

"Funding Agents" has the meaning specified in the preamble.

"German Deutsche Marks" means the lawful currency of Germany.

"Gross Up Event" means any of the events described in Sections
3.1 and 3.2 hereof.

"Guarantor" means Richardson Electronics, Ltd., a Delaware
corporation, and its successors and assigns.

"Guaranty" means that certain Guaranty dated as of the date
hereof executed by the Guarantor in favor of the Administrative
Agent, for the ratable benefit of the Lenders, as it may be
amended or modified and in effect from time to time.

"Indebtedness" of a Person means such Person's (i) obligations
for borrowed money, (ii) obligations representing the deferred
purchase price of Property or services (other than accounts
payable arising in the ordinary course of such Person's business
payable on terms customary in the trade), (iii) obligations,
whether or not assumed, secured by Liens (except obligations
secured by Liens permitted under Section 6.14(viii)) or payable
out of the proceeds or production from Property now or hereafter
owned or acquired by such Person, (iv) obligations which are
evidenced by notes, acceptances, or other instruments, (v)
Capitalized Lease Obligations, (vii) Contingent Obligations,
(viii) Rate Hedging Obligations, (ix) Subordinated Debt and (x)
any other obligation for borrowed money or other financial
accommodation which in accordance with the Agreement Accounting
Principles would be shown as a liability on the consolidated
balance sheet of such Person.

"Interest Expense" means, with reference to any period, all
interest expense on Indebtedness of the Guarantor and its
Subsidiaries calculated for such period on a consolidated basis
in accordance with the Agreement Accounting Principles.

"Interest Period" means the Eurocurrency Interest Period or the
BA Interest Period, as the case may be.

"Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers, employees
and sales agents made in the ordinary course of business),
extension of credit (other than accounts receivable arising in
the ordinary course of business on terms customary in the
trade), redemption or other repurchase of its capital stock, or
contribution of capital by such Person; stocks, bonds, mutual
funds, partnership interests, notes, debentures or other
securities owned by such Person; any deposit accounts and
certificate of deposit owned by such Person; and structured
notes, derivative financial instruments and other similar
instruments or contracts owned by such Person.

"Lenders" means the lending institutions listed on the signature
pages of this Agreement and their respective successors and
assigns.
"Lending Installation" means, with respect to a Lender or any
Agent, the office, branch, subsidiary or affiliate of such
Lender or such Agent with respect to each Agreed Currency listed
on Schedule 2 or otherwise selected by such Lender or such Agent
pursuant to Section 2.17.

"Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, filed financing statement, assignment,
encumbrance or preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other
title retention agreement).

"Loan" means, with respect to a Lender, such Lender's loan made
pursuant to Article 2 (or any conversion or continuation
thereof).
"London Banking Day" means a day (other than a Saturday or a
Sunday) on which banks generally are open in London for the
conduct of substantially all of their commercial lending
activities and on which dealings in the applicable Agreed
Currency are carried on in the London interbank market.

"Material Adverse Effect" means with respect to any Person, a
material adverse effect on (i) the business, Property, financial
condition or results of operations of such Person and its
Subsidiaries taken as a whole, (ii) the ability of such Person
to perform its obligations under the Documents to which it is a
party, or (iii) the validity or enforceability of any of the
Documents or the rights or remedies of the Administrative Agent,
the Funding Agents or the Lenders thereunder.

"Moody's" means Moody's Investors Service, Inc.

"National Currency Unit" means the unit of currency (other than
a Euro unit) of each member state of the European Union that
participates in the third stage of Economic and Monetary Union.

"Net Income" means, with reference to any period, the net income
(or loss), after provision of taxes, of the Guarantor and its
Subsidiaries calculated on a consolidated basis for such period
taken as a single accounting period but excluding any unrealized
losses and gains for such period resulting from mark-to-market
of Rate Hedging Agreements.

"Non-U.S. Lender" is defined in Section 3.5(iv).

"Note" means any promissory note issued at the request of a
Lender pursuant to Section 2.13 in the form of Exhibit A,
including any amendment, modification, renewal or replacement of
such promissory note.

"Notice of Assignment" is defined in Section 12.3.2.

"Obligations" means all unpaid principal of and accrued and
unpaid interest on the Loans, all accrued and unpaid fees and
all expenses, reimbursements, indemnities and other obligations
of each of the Borrowers to the Lenders or to any Lender, any
Agent or any indemnified party arising under the Documents.

"Other Taxes" is defined in Section 3.5(ii).

"Overnight Foreign Currency Rate" shall mean for any amount
payable in a currency other than U.S. Dollars, the rate of
interest per annum as determined by the relevant Funding Agent
(rounded upwards, if necessary, to the nearest whole multiple of
one-hundredth of one percent (1/100 of 1%)) at which overnight
or weekend deposits of the appropriate currency (or, if such
amount due remains unpaid more than three Business Days, then
for such other period of time not longer than six months as the
relevant Funding Agent may elect in its absolute discretion) for
delivery in immediately available and freely transferable funds
would be offered by the relevant Funding Agent to major banks in
the interbank market upon request of such major banks for the
applicable period as determined above and in an amount
comparable to the unpaid principal amount of the related Advance
(or, if the relevant Funding Agent is not placing deposits in
such currency in the interbank market, then the cost of funds to
the relevant Funding Agent, as applicable, in such currency for
such period).

"Pacific Rim Loans" means loans from ANB or its Affiliates to
certain of the Guarantor's Subsidiaries in Singapore and Japan
not exceeding Japanese Yen 300,000,000 and Singapore Dollars
3,400,000, respectively, in the aggregate at any one time
outstanding, or such other amounts, as agreed to from time to
time by ANB or its Affiliates with the consent of the Lenders
under the respective agreements evidencing such loans.

"Participants" is defined in Section 12.2.1.

"Payment Date" means the last Business Day of each month.

"Payment Office" of any Funding Agent shall mean, for each of
the Agreed Currencies, the office, branch, affiliate or
correspondent bank of such Agent specified as the "Payment
Office" for such currency in Schedule 1 hereto or such other
office, branch, affiliate or correspondent bank of such Agent as
it may from time to time specify to the Borrowers and each
Lender as its Payment Office.

"Percentage" shall have the meaning ascribed thereto in Section
2.3 hereof.

"Permitted Acquisition" means, at any time of determination, any
Acquisition by any Borrower or any of such Borrower's
Subsidiaries of a business or entity in substantially the same
field of enterprise as such Borrower or such Subsidiary with
respect to which each of the following requirements is then met:

(i) Such Acquisition has been approved and recommended by the
board of directors of the entity to be acquired.

(ii) Such Borrower or such Subsidiary shall have given the
Administrative Agent notice of such Acquisition within ten (10)
days prior to or following the consummation thereof.

(iii) The aggregate consideration (including, without
limitation, the purchase price therefor and any assumption of
debt (other than accounts payable and deferred revenue
obligations arising in the ordinary course of business)) for
such Acquisition plus all other Acquisitions and in each case
measured in respect of the Guarantor and its Subsidiaries, less
the amount of cash received by such Borrower or such Subsidiary
from the entities being acquired in connection with such
Acquisition and all other Acquisitions, does not exceed $15
million during the Guarantor's rolling four consecutive trailing
fiscal quarters on a consolidated basis.

(iv) Prior to and after giving effect to such Acquisition, no
Default or Unmatured Default shall exist.

"Person" means any natural person, corporation, firm, joint
venture, partnership, limited liability company, association,
enterprise, trust or other entity or organization, or any
government or political subdivision or any agency, department or
instrumentality thereof.

"Pricing Schedule" means the Schedule attached hereto identified
as such.

"Prime Advance" means any Advance which is denominated in
Canadian Dollars and bearing interest at the Prime Rate.

"Prime Rate" means the annual rate of interest in effect from
time to time equal to the greater of (i) the annual rate of
interest publicly announced from time to time by the Canada
Agent as being its reference rate then in effect for determining
interest rates on Canadian Dollar denominated commercial loans;
and (ii) the 30 day BA Rate plus 1.00%.  Any change in the Prime
Rate shall be effective on the date such change becomes
effective generally.

"Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or
other assets owned, leased or operated by such Person.

"Purchasers" is defined in Section 12.3.1.

"Rate Hedging Agreement" means an agreement, device or
arrangement providing for payments which are related to
fluctuations of interest rates, exchange rates or forward rates,
including, but not limited to, dollar-denominated or cross-
currency interest rate exchange agreements, forward currency
exchange agreements, interest rate cap or collar protection
agreements, forward rate currency or interest rate options, puts
and warrants.

"Rate Hedging Obligations" of a Person means any and all
obligations of such Person, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof
and substitutions therefor), under (i) any and all Rate Hedging
Agreements, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Hedging
Agreement.

"Reference Lender" means the relevant Funding Agent applicable
to any Advance.

"Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and
any successor thereto or other regulation or official
interpretation of said Board of Governors relating to reserve
requirements applicable to member banks of the Federal Reserve
System.

"Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and
any successor or other regulation or official interpretation of
said Board of Governors relating to the extension of credit by
banks for the purpose of purchasing or carrying margin stocks
applicable to member banks of the Federal Reserve System.
"Required Lenders" means Lenders in the aggregate having at
least 662/3% of the Dollar Amount of the Aggregate Commitment
or, if the Aggregate Commitment has been terminated, Lenders in
the aggregate holding at least 662/3% of the Dollar Amount of
the aggregate unpaid principal amount of the Aggregate Total
Outstandings, in respect of all Facilities.

"Reserve Requirement" means, with respect to an Interest Period,
the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) which is imposed
under Regulation D or analogous regulations of the Bank of
England on Eurocurrency liabilities.

"Rollover Notice" is defined in Section 2.7.2.

"S&P" means Standard and Poor's Ratings Services, a division of
The McGraw Hill Companies, Inc.

"Senior Funded Debt" means the sum of all Indebtedness that (i)
is not Subordinated Debt and (ii) by its terms is or will become
interest bearing, including, but not limited to, Capitalized
Lease Obligations and the Obligations hereunder.

"Senior Funded Debt to Cash Flow Ratio" means, with respect to
the Guarantor, as of any date of calculation, the ratio of (i)
Consolidated Funded Indebtedness outstanding on such to (ii)
Cash Flow for the Guarantor's then most-recently ended four
fiscal quarters.
"Schedule" refers to a specific schedule to this Agreement,
unless another document is specifically referenced.

"Section" means a numbered section of this Agreement, unless
another document is specifically referenced.

"Spanish Pesetas" means the lawful currency of Spain.

"Subordinated Debt" means, with respect to any Borrower, any
unsecured Indebtedness of such Borrower (a) no part of the
principal of which is stated to be payable or is required to be
paid (whether by way of mandatory sinking fund, mandatory
redemption, mandatory prepayment or otherwise) prior to the
Facility Termination Date, and the payment of the principal of
and interest on which and other obligations of such Borrower in
respect thereof are subordinated to the prior payment in full of
principal of and interest (including post-petition interest) on
the Notes and all other obligations and liabilities of such
Borrower to any Agent and the Lenders hereunder on terms and
conditions first approved in writing by the Required Lenders and
(b) otherwise containing terms, covenants and conditions
satisfactory in form and substance to the Required Lenders, as
evidenced by their prior written approval thereof.

"Subsidiary" of a Person means (i) any corporation more than 50%
of the outstanding securities having ordinary voting power of
which shall at the time be owned or controlled, directly or
indirectly, by such Person or by one or more of its Subsidiaries
or by such Person and one or more of its Subsidiaries, or (ii)
any partnership, limited liability company, association, joint
venture or similar business organization more than 50% of the
ownership interests having ordinary voting power of which shall
at the time be so owned or controlled. Unless otherwise
expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Guarantor or of any of the
Borrowers.

"Substantial Portion" means, with respect to the Property of any
Person, Property (except for inventory sold in the ordinary
course of business) which (i) represents more than 10% of the
consolidated assets of such Person as at the last day of the
calendar month ending on or most recently ended prior to the
date on which such determination is made, or (ii) is responsible
for more than 10% of the consolidated net sales or of the
consolidated net income of such Person for the period of twelve
complete and consecutive calendar months ending on or most
recently ended prior to the date on which such determination is
made.

"Taxes" means any and all present or future taxes, duties,
levies, imposts, deductions, charges or withholdings of whatever
nature now or hereafter imposed by any jurisdiction or taxing
authority thereof, and all interest, penalties or similar
liabilities with respect thereto, but excluding Excluded Taxes.

"Transferee" is defined in Section 12.4.

"Type" means with respect to any Advance, its nature as a
Eurocurrency Advance, BA Rate Advance or Prime Advance.

"UK-Borrower" has the meaning specified in the preamble.

"UK Facility" means the revolving loans denominated in British
Pounds Sterling and made available by the UK Lenders to the UK-
Borrowers pursuant to the terms hereof.

"UK Facility Commitment" means, for each UK Lender, the
obligation of such UK Lender to make Loans not exceeding in the
principal amount set forth opposite its signature below with
respect to British Pounds Sterling or as set forth in any Notice
of Assignment relating to any assignment that has become
effective pursuant to Section 12.3.2, as such amount may be
modified from time to time pursuant to the terms hereof.

"UK Lenders" shall mean such of the Lenders having Commitments
to lend in GBP as set forth on the signature pages hereto.

"Unmatured Default" means an event which but for the lapse of
time or the giving of notice, or both, would constitute a
Default.

"U.S. Loan Agreement" means that certain Amended and Restated
Loan Agreement dated as the date hereof (as it may be amended or
modified and in effect from time to time) entered into by and
among the Guarantor, various lending institutions listed therein
and ANB, as agent.

"Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary
all of the outstanding voting securities of which shall at the
time be owned or controlled, directly or indirectly, by such
Person or one or more Wholly-Owned Subsidiaries of such Person,
or by such Person and one or more Wholly-Owned Subsidiaries of
such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100%
of the ownership interests having ordinary voting power of which
shall at the time be so owned or controlled.

The foregoing definitions shall be equally applicable to both
the singular and the plural forms of the defined terms.

                                    ARTICLE 2

                                   THE CREDITS
     2.1 Commitments.

Credit Facilities.  From and including the date of this
Agreement and prior to the Facility Termination Date, each
Lender severally agrees, on the terms and conditions set forth
in this Agreement, to make available the Canada Facility, the
Euro Facility, and UK Facility, to the extent of such Lender's
Commitment, to the Canada-Borrowers, the Euro-Borrowers and the
UK-Borrower, respectively.  Each Lender agrees, on the terms and
conditions set forth herein and only to the extent such Lender
has a Commitment to provide such Agreed Currency under the
appropriate Facility, to make Advances to any Borrower in the
applicable Agreed Currency from time to time in amounts not to
exceed, in respect of such Facility, in the aggregate at any one
time outstanding its Commitment in respect of such Facility,
provided that (i) the Aggregate Total Outstandings under the
Canada Facility shall at no time exceed CAD 29,600,000, (ii) the
Aggregate Total Outstandings under the Euro Facility shall at no
time exceed EUR 11,400,000 or its Equivalent Amount and (iii)
the Aggregate Total Outstandings under the UK Facility shall at
no time exceed GBP 3,200,000.  Advances under the Canada
Facility shall be extended solely by the Canada Lenders to the
Canada-Borrowers; Advances under the Euro Facility shall be
extended solely by the Euro Lenders to the Euro-Borrowers; and
Advances under the UK Facility shall be extended solely by the
UK Lenders to the UK-Borrower.  Subject to the terms of this
Agreement, any Borrower may borrow, repay and reborrow at any
time prior to the Facility Termination Date.  The Commitments to
lend hereunder shall expire on the Facility Termination Date.

     2.2 Repayment of Principal.  Each Borrower jointly and
severally promises to repay in full the principal amount of all
Advances and all other unpaid Obligations hereunder on the
Facility Termination Date.
          2.2.1     Mandatory Prepayment.  If at any time the
Aggregate Total Outstanding in respect of all Facilities
(calculated as of the most recent Computation Date) exceeds the
Aggregate Commitment, each Borrower shall be jointly and
severally obligated to immediately repay Advances in an
aggregate principal amount sufficient to eliminate any such
excess.  If at any time (in each case measured as of the most
recent Computation Date) (i) the Aggregate Total Outstandings in
respect of the Canada Facility exceeds the Aggregate Canada
Facility Commitment, (ii) the Aggregate Total Outstandings in
respect of the Euro Facility exceed the Aggregate Euro Facility
Commitment, or (iii) the Aggregate Total Outstandings in respect
of the UK Facility exceed the Aggregate UK Facility Commitment,
each Borrower shall be jointly and severally obligated to repay
Advances under the affected Facility in an amount or amounts
sufficient to eliminate any such excess.
          2.2.2     Voluntary Prepayment.  Any Borrower may from
time to time pay, subject to the payment of any funding
indemnification amounts required by Section 3.4 but without
penalty or premium, all outstanding Advances, or, in a minimum
amount of, CAD 500,000 or any integral multiple of CAD 100,000
in excess thereof in the case of the Canada Facility, the
minimum amount of EUR 1,000,000 (or Euro Amount thereof for
Advances made in any National Currency Unit) or any integral
multiples of EUR 100,000 (or Euro Amount thereof for Advances
made in any National Currency Unit) in excess thereof in the
case of the Euro Facility, and the minimum of GPB 500,000 or any
integral multiples of GPB 100,000 in excess thereof in the case
of the UK Facility, any portion of the outstanding Advances upon
three Business Days' prior notice to the relevant Funding Agent
by 10:00 a.m. (local time).
      2.3 Ratable Loans.  Each Advance hereunder shall consist
of Loans made from the several Lenders with a Commitment in
respect of such Facility ratably in proportion to the ratio
(hereafter referred to as the "Percentage") that (i) their
respective Canada Facility Commitment bears to the Aggregate
Canada Facility Commitment, (ii) their respective Euro Facility
Commitment bears to the Aggregate Euro Facility Commitment and
(iii) their respective UK Facility Commitment bears to the
Aggregate UK Facility Commitment.
      2.4 Facility Fee, Reductions in Aggregate Commitment.
           2.4.1 Facility Fee.  For the account of each Lender
in proportion to the Lender's applicable Percentage, the
Guarantor shall pay to the Administrative Agent a facility fee
equal to the product of (a) 0.25%, and (b) the Dollar Amount of
the Aggregate Commitment, which annual facility fee shall be
computed and earned in its entirety on the date of this
Agreement and on each July 1 thereafter prior to the Facility
Termination Date.  The annual facility fee shall be payable
quarterly in four equal installments in arrears on August 31,
2000 and on the last Business Day of each August, November,
February and May thereafter prior to the Facility Termination
Date with the outstanding unpaid balance of such fee due and
payable on the Facility Termination Date.  Such facility fee
shall in no circumstances be refundable to any Borrower,
provided, however, that such facility fee shall be prorated for
the actual days of any year (commencing January 1) in which a
Facility Termination Date occurs solely because of the
Borrowers' irrevocable payoff of all Advances on account of a
breach by the Lenders of Section 10.12 hereof or the occurrence
of a Gross Up Event.  The Administrative Agent shall compute the
amount of such facility fee as of each applicable Computation
Date.  All accrued facility fees shall be payable in Dollars on
the effective date of any termination of the obligations of the
Lenders to make Loans hereunder.  The Administrative Agent shall
pay each Lender its applicable share of the facility fee in
Dollars on the same Business Day if received before 11:00 a.m.
Chicago time or on the next Business Day if received after 11:00
a.m. Chicago time.
           2.4.2 Reduction of Commitment.  Any Borrower may
permanently reduce the Commitment in respect of the applicable
Facility, in whole, or in part ratably among the Lenders in
integral multiples of EUR 1,000,000 in the case of the Euro
Facility, CAD 1,000,000 in the case of the Canada Facility and
GBP 1,000,000 in the case of the UK Facility, upon at least five
Business Days' written notice to the relevant Funding Agent,
which notice shall specify the amount of any such reduction,
provided, however, that the amount of the applicable Aggregate
Canada Facility Commitment, Aggregate Euro Facility Commitment,
and Aggregate UK Facility Commitment, as the case may be in
respect of the applicable Facility may not be reduced below the
aggregate principal amount of the outstanding Advances in
respect of the applicable Facility.
     2.5 Minimum Amount of Each Advance. Each Advance shall be
in a minimum amount of, CAD 1,000,000 and in multiples of CAD
100,000 if in excess thereof in the case of BA Advances under
the Canada Facility and CAD 100,000 and in multiples of CAD
100,000 if in excess thereof in the case of Prime Advances under
the Canada Facility, the minimum amount of EUR 1,000,000 (or
Euro Amount thereof for Advances made in any National Currency
Unit) and in multiples of EUR 100,000 (or Euro Amount thereof
for Advances made in any National Currency Unit) if in excess
thereof in the case of the Euro Facility, and the minimum of GPB
500,000 and in multiples of GPB 100,000 if in excess thereof in
the case of the UK Facility.
     2.6 Method of Selecting Types and Interest Periods for New
Advances. Each Borrower shall select the Type of Advance, the
Interest Period (if applicable) and the Agreed Currency
applicable thereto from time to time. Each Borrower shall give
the relevant Funding Agent, as the case may be, irrevocable
notice, substantially in the form of Exhibit B attached hereto,
(a "Borrowing Notice") (i) not later than 10:00 a.m. (London
time) at least three Business Days before the Borrowing Date in
the case of Eurocurrency Rate Advances requested from the
Eurocurrency Agent, (ii) not later than 5:00 p.m. (Toronto time)
at least three Business Days before the Borrowing Date in the
case of BA Rate Advances requested from the Canada Agent, and
(iii) not later than 5:00 p.m. (Toronto time) two Business Days
before the Borrowing Date in the case of Prime Advances
requested from the Canada Agent, specifying:
(i) the Borrowing Date, which shall be a Business Day, of such
Advance,
(ii) the aggregate amount of such Advance,
(iii) the Type of Advance; and
(iv) the Interest Period and Agreed Currency applicable thereto.
     2.7 Continuation; Rollover and Conversion of Outstanding
Advances.
          2.7.1 Continuation.  Each Eurocurrency Advance shall
continue as an Advance until the end of the then applicable
Interest Period therefor, at which time each such Advance shall
automatically continue as an Advance in the same Agreed Currency
with an Interest Period of one month unless (x) such Advance is
or was repaid in accordance with Section 2.2 or (y) the
applicable Borrower shall have given the relevant Funding Agent
a Continuation Notice (as defined below) requesting that, at the
end of such Interest Period, such Advance continue as an Advance
for the same or another Interest Period.
Subject to the terms of Section 2.5, so long as no Default has
occurred and is continuing, any Borrower may elect from time to
time to continue all or any part of an Advance denominated in
the same Agreed Currency in the case of the Canada Facility and
the UK Facility and in any other Agreed Currency (other than
Canadian Dollars and British Pounds Sterling) in the case of the
Euro Facility; provided that any conversion in respect of
currency of any Advance shall be made on, and only on, the last
day of the Interest Period applicable thereto.  Any such
Borrower shall give the relevant Funding Agent irrevocable
notice, substantially in the form of Exhibit C attached hereto,
(a "Continuation Notice") of each continuation of an Advance not
later than 10:00 a.m. (London time) at least three Business Days
prior to the date of the requested continuation in the case of
the Eurocurrency Agent and not later than 5:00 p.m. (Toronto
time) at least three Business Days prior to the date of the
requested continuation in the case of the Canada Agent,
specifying:
(i) the requested date, which shall be a Business Day, of such
continuation, and
(ii) the Agreed Currency and amount into which such Advance is
to be continued and the duration of the Interest Period
applicable thereto.
         2.7.2 Continuation of BA Rate Advance.  With respect to
each BA Rate Advance which is outstanding, at or before 5:00
p.m. three Business Days before the end of the then applicable
Interest Period, any Canada-Borrower shall notify the Canada
Agent in form and substance substantially as attached as Exhibit
D ("Rollover Notice") either of (i) the next BA Interest Period
which such Canada-Borrower has selected as applicable to the BA
Rate Advance, which new BA Interest Period shall commence on and
include the last day of the prior BA Interest Period, or (ii)
the intention of such Canada-Borrower to repay or convert such
BA Rate Advance at the end of the relevant Eurocurrency Interest
Period.  If such Canada-Borrower fails to select and to notify
the Canada Agent of the BA Interest Period applicable to the BA
Rate Advance, or its intention to repay or convert, such Canada-
Borrower shall be deemed to have converted the BA Rate Advance
into a Prime Advance as of the last day of the applicable BA
Interest Period.
          2.7.3 Conversion Option: Canada Facility.
               (a) Notice for and Conditions of Conversion.
Subject to this Agreement, any Canada-Borrower may, during the
term of this Agreement, effective on any Business Day, convert,
in whole or in part, outstanding Advances into another Type of
Advance permitted under the Canada Facility, upon giving to the
Canada Agent prior irrevocable notice at or before 5:00 p.m.
three Business Days in advance substantially in the form of
Exhibit E ("Conversion Notice"), provided that:
                    (i) no Default has occurred and is
continuing;
                    (ii) each conversion into a Prime Advance
shall be for a minimum aggregate amount of CAD100,000;
                    (iii) each conversion into a BA Rate Advance
shall be for a minimum aggregate amount of CAD1,000,000 and in
increments of CAD100,000; and
                    (iv) each BA Rate Advance may be converted
to another Type of Advance only on the last day of the relevant
Interest Period.
               (b) Mandatory Conversion.  If a Default or
Unmatured Default has occurred and is continuing, the applicable
Canada-Borrower shall be required to convert its BA Rate
Advances to Prime Advances on the applicable BA Interest Date.
          2.8 Method Of Borrowing.  On each Borrowing Date, each
Lender shall make available its Loan or Loans, if any, not later
than noon, local time, in the city of the relevant Funding
Agent's Payment Office for such currency, in such funds as may
then be customary for the settlement of international
transactions in such currency in the city of and at the address
of such Funding Agent's Payment Office for such currency.
Unless such Funding Agent determines that any applicable
condition specified in Article 4 has not been satisfied, such
Funding Agent will make the funds so received from the Lenders
available to the Borrowers at such Funding Agent's aforesaid
address.   Notwithstanding the foregoing provisions of this
Section 2.8, to the extent that a Loan made by a Lender matures
on the Borrowing Date of a requested Loan, such Lender shall
apply the proceeds of the Loan it is then making to the
repayment of principal of the maturing Loan.
          2.9 Changes in Interest Rate, etc.  Each Eurocurrency
Advance and BA Rate Advance shall bear interest at,
respectively, the Eurocurrency Rate and the BA Rate, in each
case on the outstanding principal amount thereof from and
including the first day of the Interest Period applicable
thereto to (but not including) the last day of such Interest
Period at the interest rate determined by the relevant Funding
Agent as applicable to such Advance based upon each Borrower's
selections under Sections 2.6 and 2.7 and otherwise in
accordance with the terms hereof.  No Interest Period may end
after the Facility Termination Date.  Each Prime Advance shall
bear interest on the outstanding principal amount thereof, for
each day from and including the date such Prime Advance is made
or is converted from a BA Rate Advance into a Prime Advance
pursuant to Section 2.7.3 to but excluding the date it becomes
due or is converted into a BA Rate Advance pursuant to Section
2.7.3 at a rate per annum equal to the Prime Rate for such day.
Changes in the rate of interest on that portion of any Advances
maintained as a Prime Advance will take effect simultaneously
with each change in such applicable rate.  Each Eurocurrency
Advance shall bear interest on the outstanding principal amount
thereof from and including the first day of the Eurocurrency
Interest Period applicable thereto to (but not including) the
last day of such Eurocurrency Interest Period at the
Eurocurrency Rate determined as applicable to such Eurocurrency
Advance.
          2.10 Rates Applicable After Default.  Notwithstanding
anything to the contrary contained in Section 2.6 or 2.7, during
the continuance of a Default or Unmatured Default the
Administrative Agent, acting at the direction of the Required
Lenders may, at its option, by notice to all the Borrowers
(which notice may be revoked at the option of the Administrative
Agent, acting at the direction of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous
consent of the Lenders to changes in interest rates), declare
that no Advance may be made as, converted into or continued as
an Advance.  During the continuance of a Default the
Administrative Agent, acting at the direction of the Required
Lenders may, at their option, by notice to all the Borrowers
(which notice may be revoked at the option of the Administrative
Agent, acting at the direction of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous
consent of the Lenders to changes in interest rates), declare
that each Advance shall bear interest for the remainder of the
applicable Interest Period at the rate otherwise applicable to
such Interest Period plus 2% per annum, provided that, during
the continuance of a Default under Section 7.6 or 7.7, the
interest rates set forth above shall be applicable to all
Advances without any election or action on the part of the
Administrative Agent or any Lender.  In such event, after the
conclusion of such Interest Period, interest shall be computed
on all Advances under the Euro Facility and the UK Facility on
the basis of successive one month Eurocurrency Interest Periods
plus the per annum rate of 2.00%.  In such event, the
outstanding Canada Facility Loans will automatically convert in
accordance with the terms of Section 2.7.3 and shall bear
interest at the rate otherwise applicable thereto after giving
effect to such conversion plus the per annum rate of 2.00%.
          2.11 Method Of Payment.
               (i) Each Advance shall be repaid and each payment
of interest thereon shall be paid in the currency in which such
Advance was made.  All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in
immediately available funds to the relevant Funding Agent at
(except as set forth in the next sentence) such Funding Agent's
address specified pursuant to Article 13, or at any other
Lending Installation of such Funding Agent specified in writing
by such Funding Agent to all of the Borrowers, by noon (local
time) on the date when due and shall be applied ratably by the
relevant Funding Agent among the Lenders.  All payments to be
made by any Borrower hereunder shall be made in such currency on
the date due in such funds as may then be customary for the
settlement of international transactions in such currency for
the account of the relevant Funding Agent, at its Payment Office
for such currency and shall be applied ratably by such Funding
Agent among the applicable Lenders.  Each payment delivered to
the relevant Funding Agent for the account of any Lender shall
be delivered promptly by such Funding Agent to such Lender in
the same type of funds that such Funding Agent received, in the
funds received from such Borrower at the address of such Funding
Agent's Payment Office for such currency.  Such Funding Agent is
hereby authorized to charge any account of such Borrower
maintained with such Funding Agent or any of its Affiliates for
each payment of principal, interest and fees as it becomes due
hereunder.
               (ii) Notwithstanding the foregoing provisions of
this Section, if, after the making of any Advance, currency
control or exchange regulations are imposed in the country which
issues such currency with the result that the type of currency
in which the Advance was made (the "Original Currency") no
longer exists or a Borrower is not able to make payment to the
relevant Funding Agent for the account of the Lenders in such
Original Currency, then all payments to be made by such Borrower
hereunder in such currency shall instead be made when due in
Dollars in an amount equal to the Dollar Amount (as of the date
of repayment) of such payment due, it being the intention of the
parties hereto that such Borrower take all risks of the
imposition of any such currency control or exchange regulations.
For purposes of this Section 2.11(ii), the commencement of the
third stage of European Economic and Monetary Union and the
occurrence of the Euro Implementation Date shall not constitute
the imposition of currency control or exchange regulations.
     2.12 European Economic And Monetary Union.
          (i) Without prejudice to any method of conversion or
rounding prescribed by any legislative measures of the Council
of the European Union, each reference in this Agreement to a
fixed amount or to fixed amounts in a National Currency Unit to
be paid to or by the Eurocurrency Agent shall, notwithstanding
any other provision of this Agreement, be replaced by a
reference to such comparable and convenient fixed amount or
fixed amounts in the Euro as the Eurocurrency Agent may from
time to time specify; and the Eurocurrency Agent may notify the
other parties to this Agreement of any modifications to this
Agreement which the Administrative Agent (acting reasonably and
after consultation with the other parties to this Agreement)
determines to be necessary as a result of the commencement of
the third stage of European Economic and Monetary Union.
However, if and to the extent that the Administrative Agent
determines that it is not possible to put the parties in such
position, the Administrative Agent may give priority to putting
the Agents, the Arranger and the Lenders into such position.
     2.13 Noteless Agreement, Evidence of Indebtedness.
          (i) Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the
indebtedness of any Borrower to such Lender resulting from each
Loan made by such Lender from time to time under the applicable
Facility, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.
          (ii) Each Funding Agent shall maintain accounts in
which it will record (a) the amount of each Loan made hereunder,
the Facility, the Type of Advance, the Agreed Currency thereof
and the Interest Period with respect thereto, (b) the amount of
any principal or interest due and payable or to become due and
payable from each Borrower to each Lender hereunder and (c) the
amount of any sum received by each Funding Agent hereunder from
each Borrower and each Lender's share thereof
          (iii) The entries maintained in the accounts
maintained pursuant to paragraphs (i) and (ii) above shall be
prima facie evidence of the existence and amounts of the
Obligations therein recorded; provided, however, that the
failure of any Funding Agent or any Lender to maintain such
accounts or any error therein shall not in any manner affect the
obligation of the Borrowers to repay the Obligations in
accordance with their terms.
          (iv) Any Lender may request that its Loans be
evidenced by a promissory note (a "Note").  In such event, each
Borrower shall prepare, execute and deliver to such Lender a
Note payable to the order of such Lender in a form supplied by
the relevant Funding Agent.  Thereafter, the Loans evidenced by
such Note and interest thereon shall at all times (including
after any assignment pursuant to Section 12.3) be represented by
one or more Notes payable to the order of the payee named
therein or any assignee pursuant to Section 12.3, except to the
extent that any such Lender or assignee subsequently returns any
such Note for cancellation and requests that such Loans once
again be evidenced as described in paragraphs (i) and (ii)
above.
     2.14 Telephonic Notices.  Each Borrower hereby authorizes
the Lenders and the Funding Agents to extend, convert or
continue Advances, effect selections of Agreed Currencies and
Types of Advances and to transfer funds based on telephonic
notices made by any Authorized Officer or Authorized Officers,
the relevant Agent or any Lender in good faith believes to be
acting on behalf of each such Borrower.  Each Borrower agrees to
deliver promptly to the relevant Funding Agent a written
confirmation, if such confirmation is requested by such Funding
Agent or any Lender, of each telephonic notice signed by an
Authorized Officer.  If the written confirmation differs in any
material respect from the action taken by such Funding Agent and
the Lenders, the records of such Funding Agent and the Lenders
shall govern absent manifest error.
     2.15 Interest Payment Dates, Interest and Fee Basis.
Except for Prime Advances under the Canada Facility, interest
accrued on each Advance shall be payable on the last day of its
applicable Interest Period, on any date on which the Advance is
prepaid, whether by acceleration or otherwise, and at maturity.
Interest accrued on each Advance having an Interest Period
longer than three months shall also be payable on the last day
of each three-month interval during such Interest Period.
Interest and facility fees shall be calculated for actual days
elapsed on the basis of a 360-day year, except for interest and
fees on Loans denominated in British Pounds Sterling which shall
be calculated for actual days elapsed on the basis of 365 days,
and for interest on Loans denominated in Canadian Dollars which
shall be calculated for actual days elapsed on the basis of 365
days or 366 days, as the case may be.  Interest shall be payable
for the day an Advance is made but not for the day of any
payment on the amount paid if payment is received prior to noon
(local time) at the place of payment.  If any payment of
principal of or interest on an Advance shall become due on a day
which is not a Business Day, such payment shall be made on the
next succeeding Business Day and, in the case of a principal
payment, such extension of time shall be included in computing
interest in connection with such payment.
     Interest on Prime Advances available under the Canada
Facility shall be payable monthly in arrears on each applicable
Payment Date for the period up to but not including such Payment
Date and shall be calculated on a daily basis on the principal
amount of the Prime Advances remaining unpaid from time to time
and on the basis of the actual number of days elapsed and a year
of 365 days or 366 days, as the case may be.
     2.16 Notification of Advances, Interest Rates, Prepayments
and Commitment Reductions.  Promptly after receipt thereof, the
relevant Funding Agent will notify each Lender and the
Administrative Agent of the contents of each Aggregate
Commitment reduction notice in respect of any Facility,
Borrowing Notice, Continuation Notice, and repayment notice
received by it hereunder.  The relevant Funding Agent will
notify the applicable Lender of the interest rate applicable to
each Advance promptly upon determination of such interest rate.
The Reference Lender agrees to furnish timely information for
the purpose of determining the Eurocurrency Rate.
     2.17 Lending Installations and Lender Affiliates.
          2.17.1     Lending Installations.  Each Lender will
book its Loans at the appropriate Lending Installation listed on
Schedule 2 or such other Lending Installation designated by such
Lender in accordance with the final sentence of this Section
2.17.  All terms of this Agreement shall apply to any such
Lending Installation and the Loans and any Notes issued
hereunder shall be deemed held by each Lender for the benefit of
any such Lending Installation.  Each Lender may, by written
notice to the relevant Funding Agent and each Borrower in
accordance with Article 13, designate replacement or additional
Lending Installations through which Loans will be made by it and
for whose account Loan payments are to be made.

          2.17.2 Lender Affiliates.  Advances under the Euro
Facility to Richardson Electronics Iberica, S.A. or any other
Euro Borrower receiving proceeds of Eurocurrency Advances in
Spain in an aggregate amount at any one time outstanding not in
excess of EUR 4,000,000  shall be made by First Chicago, Ltd., a
company organized under the laws of the United Kingdom and all
such Advances shall be deemed Advances by Bank One, N.A. London
Branch in its capacity as a Lender hereunder for purposes of
determining the available Commitment of Bank One, N.A. London
Branch.

     2.18 Non-Receipt of Funds by the Funding Agents.  Unless a
Borrower or a Lender, as the case may be, notifies the relevant
Funding Agent prior to the date on which it is scheduled to make
payment to such Funding Agent of (i) in the case of a Lender,
the proceeds of a Loan or (ii) in the case of such Borrower, a
payment of principal, interest or fees to such Funding Agent for
the account of the applicable Lenders, that it does not intend
to make such payment, such Funding Agent may assume that such
payment has been made.  Such Funding Agent may, but shall not be
obligated to, make the amount of such payment available to the
intended recipient in reliance upon such assumption.  If such
Lender or such Borrower, as the case may be, has not in fact
made such payment to such Funding Agent, the recipient of such
payment shall, on demand by such Funding Agent, repay to such
Funding Agent the amount so made available together with
interest thereon in respect of each day during the period
commencing on the date such amount was so made available by such
Funding Agent until the date such Funding Agent recovers such
amount at a rate per annum equal to (i) in the case of repayment
by a Lender, the Overnight Foreign Currency Rate for such day
and
(ii) in the case of repayment by a Borrower, the interest rate
applicable to the relevant Advance.
     2.19 Market Disruption.  (a)  If, after the designation by
the Lenders of any currency as an Agreed Currency, (x) currency
control or other exchange regulations are imposed in the country
in which such currency is issued with the result that different
types of such currency are introduced, (y) such currency is, in
the determination of any Funding Agent, no longer readily
available or freely traded or (z) in the determination of such
Funding Agent, an Equivalent Amount of such currency is not
readily calculable, such Funding Agent shall promptly notify the
Lenders and each Borrower, and such currency shall no longer be
an Agreed Currency until such time as all of the Lenders agree
to reinstate such currency as an Agreed Currency and promptly,
but in any event within five Business Days of receipt of such
notice from such Funding Agent, each Borrower shall repay all
Loans in such affected currency or convert such Loans into Loans
in another Agreed Currency, subject to the other terms set forth
in Article 2.
          (b) Notwithstanding the satisfaction of all conditions
referred to in Article 2 and Article 4 with respect to any
Advance in any Agreed Currency, if there shall occur on or prior
to the date of such Advance any change in national or
international financial, political or economic conditions or
currency exchange rates or exchange controls which would in the
reasonable opinion of any Funding Agent, the Administrative
Agent or the Required Lenders make it impracticable for the
Loans comprising such Advance to be denominated in the Agreed
Currency specified by a Borrower, then such Agent shall
forthwith give notice thereof to such Borrower and the Lenders,
and such Loans shall not be denominated in such Agreed Currency
but shall, except as otherwise set forth in Section 2.12 be made
on such Borrowing Date in Euro, in an aggregate principal amount
equal to the Euro Amount of the aggregate principal amount
specified in the related Borrowing Notice or Continuation
Notice, unless such Borrower notifies the relevant Funding Agent
at least one Business Day before such date that (i) it elects
not to borrow on such date or (ii) it elects to borrow on such
date in a different Agreed Currency, as the case may be, in
which the denomination of such Loans would in the opinion of
such Funding Agent and the Required Lenders be practicable and
in an aggregate principal amount equal to the Dollar Amount of
the aggregate principal amount specified in the related
Borrowing Notice or Continuation Notice, as the case may be.
     2.20 Judgment Currency.  If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due from
a Borrower hereunder in the currency expressed to be payable
herein (the "specified currency") into another currency, the
parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that
at which in accordance with normal banking procedures the
Administrative Agent could purchase the specified currency with
such other currency at the Administrative Agent's main Chicago
office on the Business Day preceding that on which final, non-
appealable judgment is given.  The obligations of any Borrower
in respect of any sum due to any Lender or any Agent hereunder
shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the
Business Day following receipt by such Lender or the
Administrative Agent (as the case may be) of any sum adjudged to
be so due in such other currency such Lender or the
Administrative Agent (as the case may be) may in accordance with
normal, reasonable banking procedures purchase the specified
currency with such other currency.  If the amount of the
specified currency so purchased is less than the sum originally
due to such Lender or the Administrative Agent, as the case may
be, in the specified currency, such Borrower agrees, to the
fullest extent that it may effectively do so, as a separate
obligation and notwithstanding such judgment, to indemnify such
Lender or the Administrative Agent, as the case may be, against
such loss, and if the amount of the specified currency so
purchased exceeds (a) the sum originally due to any Lender or
the Administrative Agent, as the case may be, in the specified
currency and (b) any amounts shared with other Lenders as a
result of allocations of such excess as a disproportionate
payment to such Lender under Section 12.2, such Lender or the
Administrative Agent, as the case may be, agrees to remit such
excess to the Borrower.
     2.21 Replacement of Lender.  If a Borrower is required
pursuant to Section 3.1, 3.2 or 3.5 to make any additional
payment to any Lender or if any Lender's obligation to make,
convert or continue Advances shall be suspended pursuant to
Section 3.3 (any Lender so affected an "Affected Lender"), such
Borrower may elect, if such amounts continue to be charged or
such suspension is still effective, to replace such Affected
Lender as a Lender party to this Agreement, provided that no
Default or Unmatured Default shall have occurred and be
continuing at the time of such replacement, and provided further
that, concurrently with such replacement, (i) another bank or
other entity which is reasonably satisfactory to such  Borrower
and the Administrative Agent shall agree, as of such date, to
purchase for cash the Advances and other Obligations due to the
Affected Lender pursuant to an assignment substantially in the
form of Exhibit F and to become a Lender for all purposes under
this Agreement and to assume all obligations of the Affected
Lender to be terminated as of such date and to comply with the
requirements of Section 12.3 applicable to assignments, and (ii)
such Borrower shall pay to such Affected Lender in same day
funds on the day of such replacement all interest, fees and
other amounts then accrued but unpaid to such Affected Lender by
such Borrower hereunder to and including the date of
termination, including without limitation payments due to such
Affected Lender under Sections 3.1, 3.2 and 3.5.
     2.22 Participations 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
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), (ii) the accrual of interest at rates applicable after
Default as provided in Section 2.10 hereof, and (iii)  the
acceleration of the maturity of the Obligations pursuant to
Section 8.1 hereof, or if any Selling Lender is 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 Lenders
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.
     The several obligations of the Participating Lenders to the
Selling Lenders under this Section 2.22 shall be absolute,
irrevocable and unconditional under any and all circumstances
whatsoever and shall not be subject to any set-off, counterclaim
or defense to payment which any Participating Lender may have or
have had against the Borrowers, the Agents, any other Lender or
any other Person whatsoever.  Without limiting the generality of
the foregoing, such obligations shall not be affected by any
Default or Unmatured Default or by the amount of any Commitment
of any Lender, and each payment by a Participating Lender under
this Section 2.22 shall be made without any offset, abatement,
withholding or reduction whatsoever.

     Each Selling Lender shall be entitled to, or entitled to
direct the applicable Funding Agent to, offset amounts received
under this Agreement for the account of a Participating Lender
against unpaid amounts due hereunder from such Participating
Lender to the applicable Selling Lender or the applicable
Funding Agent (whether as fundings of participations or
otherwise), but shall not be entitled to offset against amounts
owed to the applicable Selling Lender or the applicable Funding
Agent by any Participating Lender arising outside this
Agreement.  To the extent Bank of Montreal shall be a
Participating Lender hereunder, any participation required of it
pursuant to this Section 2.22 shall be purchased by and
participated in by Harris Trust and Savings Bank, which shall be
deemed the Participating Lender in respect of such amounts.  To
the extent the LaSalle Business Credit division of ABN AMRO Bank
Canada shall be a Participating Lender hereunder, any
participation required of it pursuant to this Section 2.22 shall
be purchased by and participated in by LaSalle Bank National
Association, which shall be deemed the Participating Lender in
respect of such amounts.

                               ARTICLE 3

                        CHANGE IN CIRCUMSTANCES
     3.1 Yield Protection.  (a) If, on or after the date of this
Agreement, the adoption of any law or any governmental or quasi-
governmental rule, regulation, policy, guideline or directive
(whether or not having the force of law), or any change in the
interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or
compliance by any Lender or applicable Lending Installation with
any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency:
          (i) subjects any Lender or any applicable Lending
Installation to any Taxes, or changes the basis of taxation of
payments (other than with respect to Excluded Taxes) to any
Lender in respect of its Loans, or
          (ii) imposes or increases or deems applicable any
reserve, assessment, insurance charge, special deposit or
similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender or any applicable
Lending Installation (other than reserves and assessments taken
into account in determining the interest rate applicable to
Advances), or
          (iii) imposes any other condition the result of which
is to increase the cost to any Lender or any applicable Lending
Installation of making, funding or maintaining its Loans
(including, without limitation, any conversion of any Loan
denominated in an Agreed Currency other than Euro into a Loan
denominated in Euro) or reduces any amount receivable by any
Lender or any applicable Lending Installation in connection with
its Loans, or requires any Lender or any applicable Lending
Installation to make any payment calculated by reference to the
amount of Loans held or interest received by it,

by an amount deemed material by such Lender, and the result of
any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its
Loans (including, without limitation, any conversion of any Loan
denominated in an Agreed Currency other than Euro into a Loan
denominated in Euro) or Commitment or to reduce the return
received by such Lender or applicable Lending Installation in
connection with such Loans or Commitment, then, within 15 days
of demand by such Lender, each Borrower shall pay such Lender
such additional amount or amounts as will compensate such Lender
for such increased cost or reduction in amount received.
          (b) Non-U.S. Reserve Costs or Fees With Respect to
Loans to Borrowers.
               (i) If any law or any governmental or quasi-
governmental rule, regulation, policy, guideline or directive of
any jurisdiction outside of the United States of America or any
subdivision thereof (whether or not having the force of law),
imposes or deems applicable any reserve requirement against or
fee with respect to assets of, deposits with or for the account
of, or credit extended by, any Lender or any applicable Lending
Installation, and the result of the foregoing is to increase the
cost to such Lender or applicable Lending Installation of making
or maintaining its Loans to any Borrower or its Commitment to
any Borrower or to reduce the return received by such Lender or
applicable Lending Installation in connection with such Loans to
any Borrower or Commitment to any Borrower, then, within 15 days
of demand by such Lender, such Borrower shall pay such Lender
such additional amount or amounts as will compensate such Lender
for such increased cost or reduction in amount received,
provided that such Borrower shall not be required to compensate
any Lender for such non-U.S. reserve costs or fees to the extent
that an amount equal to such reserve costs or fees is received
by such Lender as a result of the calculation of the interest
rate applicable to Advances pursuant to clause (i)(b) of the
definition of Eurocurrency Rate.
               (ii) Without limiting the generality of the
foregoing, the cost of compliance with existing requirements of
the Bank of England and/or the Financial Services Authority (or
any other authority which replaces all or any of their
functions) in respect of Eurocurency Advances denominated in
British Pounds Sterling will be calculated by the Eurocurrency
Agent in relation to each Advance on the basis of rates supplied
by the Eurocurrency Agent by reference to the circumstances
existing on the first day of each Interest Period in respect of
such Eurocurrency Advance and, if any such Interest Period
exceeds three months, at three calendar monthly intervals from
the first day of such Interest Period during its duration in
accordance with the following formula:

               AB + C(B-D) + E x 0.01     percent per annum
               ----------------------
                   100 - (A+C)

Where:

A     is the percentage of eligible liabilities (assuming these
to be in excess of any stated minimum) which the Eurocurrency
Agent is from time to time required to maintain as an interest
free cash ratio deposit with the Bank of England to comply with
cash ratio requirements.

B     is the percentage rate per annum at which deposits
denominated in British Pounds Sterling are offered by the
Eurocurrency Agent in accordance with its normal practice, for a
period equal to (a) the relevant Interest Period (or, as the
case may be, remainder of such Interest Period) in respect of
the relevant Advance or (b) three months, whichever is the
shorter, to a leading bank in the London Interbank Market at or
about 11:00 a.m. (London time) in a sum approximately equal to
the amount of such Eurocurrency Advance.

C     is the percentage of eligible liabilities which the
Eurocurrency Agent is required from time to time to maintain as
interest bearing special deposits with the Bank of England.

D     is the percentage rate per annum payable by the Bank of
England to the Eurocurrency Agent on interest bearing special
deposits.

E     is the rate payable by the Eurocurrency Agent to the
Financial Services Authority pursuant to the Fees Regulations
(but, for this purpose, the figure at paragraph [2.02b]/[2.03b]
of the Fees Regulations shall be deemed to be zero) and
expressed in pounds per pound 1,000,000 of the Fee Base of the
Eurocurrency Agent.

For the purposes of this Section 3.1(b)(ii):

(I) The following definitions shall apply:

     (a) "eligible liabilities" and "special deposits" shall
bear the meanings ascribed to them from time to time under or
pursuant to the Bank of England Act 1998 or (as appropriate) by
the Bank of England;

     (b) "Fees Regulations" means the Banking Supervision (Fees)
Regulations 1998 or such other regulations as may be in force
from time to time in respect of the payment of fees for banking
supervision; and

     (c) "Fee Base" shall bear the meaning ascribed to it, and
shall be calculated in accordance with, the Fees Regulations.

(II).     The percentages used in A and C above shall be those
required to be maintained on the first day of the relevant
period as determined in accordance with B above.

(III). In application of the above formula, A, B, C and D will
be included in the formula as figures and not as percentages
e.g. if A is 0.5 per cent, and B is 12 per cent., AB will be
calculated as 0.5 x 12 and not as 0.5 per cent. x 12 per cent.

(IV). Calculations will be made on the basis of a 365 day year
(or, if market practice differs, in accordance with market
practice).

(V). A negative result obtained by subtracting D from B shall be
taken as zero.

(VI).     The resulting figures shall be rounded upwards, if not
already such a multiple, to the nearest whole multiple of one-
thirty-second of one per cent. per annum.

(VII). Additional amounts calculated in accordance with this
Section 3.1(b)(ii) are payable on the last day of the Interest
Period to which they relate.

(VIII). The determination of the Associated Costs Rate by the
Eurocurrency Agent in relation to any period shall, in the
absence of manifest error, be conclusive and binding on all of
the parties hereto.

(IX).     The Eurocurrency Agent may from time to time, after
consultation with the Borrower and the Lenders, determine and
notify to all parties any amendments or variations which are
required to be made to this formula set out above in order to
comply with any requirements from time to time imposed by the
Bank of England or the Financial Services Authority (or any
other authority which replaces all or any of their functions) in
relation to Eurocurrency Advances denominated in British Pounds
Sterling (including any requirements relating to sterling
primary liquidity) and, any such determination shall, in the
absence of manifest error, be conclusive and binding on all the
parties hereto.

     3.2 Changes in Capital Adequacy Regulations.  If a Lender
determines the amount of capital required or expected to be
maintained by such Lender, any Lending Installation of such
Lender or any corporation controlling such Lender is increased
as a result of a Change, then, within 15 days of demand by such
Lender, each Borrower shall pay such Lender the amount necessary
to compensate for any shortfall in the rate of return on the
portion of such increased capital which such Lender determines
is attributable to this Agreement, its Loans or its Commitment
to make Loans hereunder (after taking into account such Lender's
policies as to capital adequacy). "Change" means (i) any change
after the date of this Agreement in the Risk-Based Capital
Guidelines or (ii) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having
the force of law) after the date of this Agreement which affects
the amount of capital required or expected to be maintained by
any Lender or any Lending Installation or any corporation
controlling any Lender. "Risk-Based Capital Guidelines" means
(i) the risk-based capital guidelines in effect in the United
States on the date of this Agreement, including transition
rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States
implementing the July 1988 report of the Basle Committee on
Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital
Standards," including transition rules, and any amendments to
such regulations adopted prior to the date of this Agreement.
     3.3 Availability of Types of Advances.  If any Lender
determines that maintenance of its Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation,
or directive, whether or not having the force of law, or if the
Required Lenders determine that (i) deposits of a currency type
and maturity appropriate to match fund Advances are not
available or (ii) the interest rate applicable to Advances does
not accurately reflect the cost of making or maintaining
Advances, then the relevant Funding Agent shall suspend the
availability of Advances and require any affected Advances to be
repaid, subject to the payment of any funding indemnification
amounts required by Section 3.4.
     3.4 Funding Indemnification.  If any payment of an Advance
occurs on a date which is not the last day of the applicable
Interest Period, whether because of acceleration, prepayment or
otherwise, or an Advance is not made on the date specified by a
Borrower for any reason other than default by the Lenders, such
Borrower will indemnify each Lender for any loss or cost
incurred by it resulting therefrom, including, without
limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain such Advance.
     3.5 Taxes.
          (i) All payments by any Borrower to or for the account
of any Lender or the relevant Funding Agent hereunder or under
any Note, together with all payments made by any Lender to any
other Lender pursuant to the participations described in Section
2.22 and purchases described in Section 11.2 hereof, shall be
made free and clear of and without deduction for any and all
Taxes.  If any Person shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder to any
Lender or the relevant Funding Agent, (a) the Borrowers shall
pay such amounts necessary to increase such sum payable so that
after making all required deductions (including deductions
applicable to additional sums payable under this Section 3.5)
such Lender or such Funding Agent (as the case may be) receives
an amount equal to the sum it would have received had no such
deductions been made, (b) the Borrowers shall make such
deductions to the extent permitted by law, (c) if the Borrowers
are permitted to make such deductions the Borrowers shall pay
the full amount deducted to the relevant authority in accordance
with applicable law and (d) if the Borrowers are permitted to
make such deductions the Borrowers shall furnish to such Funding
Agent the original copy of a receipt evidencing payment thereof
within 30 days after such payment is made.
          (ii) In addition, each Borrower hereby agrees to pay
any present or future stamp or documentary taxes and any other
excise or property taxes, charges or similar levies which arise
from any payment made hereunder or under any Note or from the
execution or delivery of, or otherwise with respect to, this
Agreement or any Note ("Other Taxes").
          (iii) Each Borrower hereby agrees to indemnify each
Agent and each Lender for the full amount of Taxes or Other
Taxes (including, without limitation, any Taxes or Other Taxes
imposed on amounts payable under this Section 3.5) paid by such
Agent or such Lender and any liability (including penalties,
interest and expenses) arising therefrom or with respect
thereto.  Payments due under this indemnification shall be made
within 30 days of the date such Agent or such Lender makes
demand therefor pursuant to Section 3.6.
          (iv) Each Lender that is not incorporated under the
laws of the United States of America or a state thereof (each a
"Non-U.S. Lender") agrees that it will, not less than ten
Business Days after the date of this Agreement, (i) deliver to
each Borrower and to the Administrative Agent two duly completed
copies of United States Internal Revenue Service Form 1001 or
4224, certifying in either case that such Lender is entitled to
receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, and (ii)
deliver to each Borrower and to the Administrative Agent a
United States Internal Revenue Form W-8 or W-9, as the case may
be, and certify that it is entitled to an exemption from United
States backup withholding tax. Each Non-U.S. Lender further
undertakes to deliver to each Borrower and to the Administrative
Agent (x) renewals or additional copies of such form (or any
successor form) on or before the date that such form expires or
becomes obsolete, and (y) after the occurrence of any event
requiring a change in the most recent forms so delivered by it,
such additional forms or amendments thereto as may be reasonably
requested by any Borrower or the Administrative Agent. All forms
or amendments described in the preceding sentence shall certify
that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States
federal income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred
prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which
would prevent such Lender from duly completing and delivering
any such form or amendment with respect to it and such Lender
advises each Borrower and the Administrative Agent that it is
not capable of receiving payments without any deduction or
withholding of United States federal income tax.
          (v) For any period during which a Non-U.S. Lender has
failed to provide any Borrower with an appropriate form pursuant
to clause (iv) above (unless such failure is due to a change in
treaty, law or regulation, or any change in the interpretation
or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Lender shall not be
entitled to indemnification under this Section 3.5 with respect
to Taxes imposed by the United States; provided that, should a
Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because
of its failure to deliver a form required under clause (iv)
above, such Borrower shall take such steps as such Non-U.S.
Lender shall reasonably request to assist such Non-U.S. Lender
to recover such Taxes.
          (vi) Any Lender that is entitled to an exemption from
or reduction of withholding tax with respect to payments under
this Agreement or any Note pursuant to the law of any relevant
jurisdiction or any treaty shall deliver to each Borrower (with
a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and
executed documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a
reduced rate.
          (vii) If the U.S. Internal Revenue Service or any
other governmental authority of the United States or any other
country or any political subdivision thereof asserts a claim
that the Administrative Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the
appropriate form was not delivered or properly completed,
because such Lender failed to notify the Administrative Agent of
a change in circumstances which rendered its exemption from
withholding ineffective, or for any other reason), such Lender
shall indemnify the Administrative Agent fully for all amounts
paid, directly or indirectly, by the Administrative Agent as
tax, withholding therefor, or otherwise, including penalties and
interest, and including taxes imposed by any jurisdiction on
amounts payable to the Administrative Agent under this
subsection, together with all costs and expenses related thereto
(including attorneys fees and time charges of attorneys for the
Administrative Agent, which attorneys may be employees of the
Administrative Agent). The obligations of the Lenders under this
Section 3.5(vii) shall survive the payment of the Obligations
and termination of this Agreement.
     3.6 Lender Statements, Survival of Indemnity.  To the
extent reasonably possible, each Lender shall designate an
alternate Lending Installation with respect to its Loans to
reduce any liability of any Borrower to such Lender under
Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Advances under Section 3.3, so long as such designation is not,
in the judgment of such Lender, disadvantageous to such Lender.
Each Lender shall deliver a written statement of such Lender to
such Borrower (with a copy to the Administrative Agent) as to
the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such
written statement shall set forth in reasonable detail the
calculations upon which such Lender determined such amount and
shall be final, conclusive and binding on such Borrower in the
absence of manifest error. Determination of amounts payable
under such Sections in connection with a Loan shall be
calculated as though each Lender funded its Loan through the
purchase of a deposit of the type currency and maturity
corresponding to the deposit used as a reference in determining
the Eurocurrency Rate applicable to such Loan, whether in fact
that is the case or not. Unless otherwise provided herein, the
amount specified in the written statement of any Lender shall be
payable on demand after receipt by such Borrower of such written
statement. The obligations of any Borrower under Sections 3.1,
3.2, 3.4 and 3.5 shall survive payment of the Obligations and
termination of this Agreement.

                                ARTICLE 4

                          CONDITIONS PRECEDENT
     4.1 Initial Advance.

The Lenders shall not be required to make the initial Advance
hereunder unless each Borrower has furnished to the
Administrative Agent (together with the Eurocurrency Agent or
the Canada Agent with respect to item (ii) and (ix)), with
sufficient copies or other sufficient evidence for the Lenders
the following, each dated as of the initial Borrowing Date or
such earlier date as shall be acceptable to the Administrative
Agent, the Eurocurrency Agent or the Canada Agent, as the case
may be:
          (i)   Delivery of duly executed Documents.
          (ii)  Delivery of duly executed Borrowing Notice.
          (iii) Copies of the constitutive documents of each
Borrower, together with all amendments, and certificates of good
standing (where available for issuance by relevant governmental
bodies) from each jurisdiction in which each Borrower is
organized, all certified by the appropriate governmental
officers in their respective jurisdiction or, if not available,
an Authorized Officer of each Borrower.
          (iv) Copies, certified by the Secretary or Assistant
Secretary of each Borrower, of its Board of Directors'
resolutions and of resolutions or actions of any other body
authorizing the execution of the Documents to which such
Borrower is a party.
          (v) An incumbency certificate, executed by the
Secretary or Assistant Secretary of each Borrower, which shall
identify by name and title and bear the signatures of the
Authorized Officers and any other officers of such Borrower
authorized to sign the Documents to which such Borrower is a
party, upon which certificate the Agent and the Lenders shall be
entitled to rely until informed of any change in writing by such
Borrower.
          (vi) A certificate, signed by the chief financial
officer of each Borrower, stating that on the initial Borrowing
Date no Default or Unmatured Default has occurred and is
continuing.
          (vii) A written opinion of each Borrower's counsel,
addressed to the Lenders in substantially the form of Exhibit G.
          (viii) Any Notes requested by a Lender pursuant to
Section 2.13 payable to the order of each such requesting
Lender.
          (ix) Written money transfer instructions, in
substantially the form of Exhibit   H, addressed to the relevant
Funding Agent and signed by an Authorized Officer, together with
such other related money transfer authorizations as the relevant
Funding Agent may have reasonably requested.
          (x) Satisfactory evidence of termination of the
existing Amended and Restated Credit Agreement entered into as
of March 1, 1998 among Burtek Systems Inc., as Borrower, First
Chicago NBD Bank, Canada, as Lender, and Richardson Electronics,
Ltd., as Guarantor, in accordance with its terms.
          (xi) Evidence that the U.S. Loan Agreement has been
executed and delivered and all condition precedent to the
effectiveness thereof have been satisfied.
          (xii) Delivery of duly executed Guaranty issued to the
Administrative Agent for the benefit of the Lenders.
          (xiii) A written opinion of the Guarantor's counsel
(which shall also furnish certain opinions in respect of the
Borrowers) addressed to the Lenders in substantially the form of
Exhibit I
          (xiv) Evidence of payment of the facility fees as
provided in Section 2.4.1 hereof.
          (xv) Evidence of payment of Arranger fees as provided
in the fee letter dated April 28, 2000.
          (xvi) Such other documents as any Agent, any Lender,
or its counsel may have reasonably requested.
          (xvii) There exists no Default or Unmatured Default.
          (xviii) The representations and warranties contained
in Article 5 are true and correct for each Borrower as of such
Borrowing Date except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which
case such representation or warranty shall have been true and
correct on and as of such earlier date.

     4.2 Each Advance.  The Lenders shall not be required to
make any Advance (other than an Advance that, after giving
effect thereto and to the application of proceeds thereof, does
not increase the aggregate amount of outstanding Advances)
unless on the applicable Borrowing Date:
          (i) There exists no Default or Unmatured default.
          (ii) The representations and warranties contained in
Article 5 are true and correct as of such Borrowing Date except
to the extent any such representation or warranty is stated to
relate solely to an earlier date, in which case such
representation or warranty shall be true and correct as of such
earlier date.

Each Borrowing Notice with respect to each such Advance shall
constitute a representation and warranty by the Borrower
delivering such Borrowing Notice that the conditions contained
in Sections 4.2(i) and (ii) have been satisfied. Any Lender may
require a duly completed compliance certificate in substantially
the form of Exhibit J as a condition to making an Advance.

                                  ARTICLE 5

                       REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants to the Agents and the
Lenders that:

     5.1 Corporate Existence and Standing.  Each Borrower and
its Subsidiaries is duly and properly incorporated or organized,
as the case may be, validly existing and (to the extent such
concept applies to such entity) in good standing under the laws
of its jurisdiction of incorporation or organization and is duly
qualified and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted
where the failure to maintain such qualification would singly or
in the aggregate cause a Material Adverse Effect.
     5.2 Authorization and Validity.  Each Borrower has the
power and authority and legal right to execute and deliver the
Documents and to perform its obligations thereunder. The
execution and delivery by such Borrower of the Documents and the
performance of its obligations thereunder have been duly
authorized by proper corporate proceedings, and the Documents to
which such Borrower is a party constitute legal, valid and
binding obligations of such Borrower enforceable against such
Borrower in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency or
similar laws or general principles of equity relating to
remedies affecting or relating to the enforcement of creditors'
rights generally.
     5.3 No Conflict, Government Consent.  Neither the execution
and delivery by any Borrower of the Documents, nor the
consummation of the transactions therein contemplated, nor
compliance with the provisions thereof will violate (i) any law,
rule, regulation, order, writ, judgment, injunction, decree or
award binding on any Borrower or any Borrower's Subsidiaries or
(ii) any Borrower's or any Borrower's Subsidiary's articles or
certificate of incorporation, partnership agreement, certificate
of partnership, articles or certificate of organization, by-
laws, or operating or other management agreement, as the case
may be, or (iii) the provisions of any indenture, instrument or
agreement to which any Borrower or any Borrower's Subsidiaries
is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or
result in, or require, the creation or imposition of any Lien
in, of or on the Property of any Borrower or any Borrower's
Subsidiary pursuant to the terms of any such indenture,
instrument or agreement. No order, consent, adjudication,
approval, license, authorization, or validation of, or filing,
recording or registration with, or exemption by, or other action
in respect of any governmental or public body or authority, or
any subdivision thereof, which has not been obtained by any
Borrower or any Borrower's Subsidiaries, is required to be
obtained by such Borrower or such Borrower's Subsidiaries in
connection with the execution and delivery of the Documents, the
borrowings under this Agreement, the payment and performance by
such Borrower of the Obligations or the legality, validity,
binding effect or enforceability of any of the Documents.
     5.4 Financial Statements.  The February 29, 2000
consolidated and consolidating financial statements of the
Guarantor, each of the Borrowers and its Subsidiaries delivered
to the Lenders in accordance with the U.S. Loan Agreement were
prepared in accordance with Agreement Accounting Principles in
effect on the date such statements were prepared and fairly
present the consolidated and consolidating condition and
operations of the Guarantor, each of the Borrowers and its
Subsidiaries at such date and the consolidated and consolidating
results of their operations for the period then ended.
     5.5 Material Adverse Change.  Except as set forth on
Schedule 5.5 hereto, since February 29, 2000 there has been no
change in the business, Property, condition (financial or
otherwise) or results of operations of the Guarantor or any
Borrower which could reasonably be expected to have a Material
Adverse Effect in respect of the Guarantor or any Borrower.
     5.6 Taxes.  Except as set forth on Schedule 5.6 hereto,
each Borrower and each Borrower's Subsidiaries have filed all
applicable tax returns which are required to be filed and have
paid all Taxes due pursuant to said returns or pursuant to any
assessment received by such Borrower or any of such Borrower's
Subsidiaries, except such Taxes, if any, as are being contested
in good faith and as to which adequate reserves have been
provided in accordance with Agreement Accounting Principles and
as to which no Lien exists, except for failures to file or pay
which could not be reasonably expected to have a Material
Adverse Effect. No tax liens have been filed and no claims are
being asserted with respect to any such Taxes. The charges,
accruals and reserves on the books of each Borrower and each
Borrower's Subsidiaries in respect of any taxes or other
governmental charges are adequate.
     5.7 Litigation and Contingent Obligations.  Except as set
forth on Schedule 5.7 hereto, there is no litigation,
arbitration, governmental investigation, proceeding or inquiry
pending or, to the best knowledge of any of their officers,
threatened against or affecting any Borrower or any Borrower's
Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or which seeks to prevent, enjoin or
delay the making of any Loans. Other than any liability incident
to any litigation, arbitration or proceeding which could not
reasonably be expected to have a Material Adverse Effect no
Borrower has material contingent obligations not provided for or
disclosed in the financial statements referred to in Section 5.4
hereof.
     5.8 Subsidiaries.  Schedule 5.8 contains an accurate list
of all Subsidiaries of the Guarantor as of the date of this
Agreement, setting forth their respective jurisdictions of
organization and the percentage of their respective capital
stock or other ownership interests owned by the Guarantor or
other Subsidiaries. All of the issued and outstanding shares of
capital stock or other ownership interests of such Subsidiaries
have been (to the extent such concepts are relevant with respect
to such ownership interests) duly authorized and issued and are
fully paid and non-assessable.
     5.9 Accuracy of Information.  No information, exhibit or
report furnished by any Borrower or any Borrower's Subsidiaries
to any Agent or to any Lender in connection with the negotiation
of, or compliance with, the Documents contained any material
misstatement of fact or omitted to state a material fact or any
fact necessary to make the statements contained therein not
misleading.
     5.10 Regulation U.  Margin stock (as defined in Regulation
U) constitutes less than 25% of the value of those assets of
each Borrower and each such Borrower's Subsidiaries which are
subject to any limitation on sale, pledge, or other restriction
hereunder.
     5.11 Material Agreements.  No Borrower nor any Borrower's
Subsidiary is a party to any agreement or instrument or subject
to any charter or other corporate restriction which could
reasonably be expected to have a Material Adverse Effect.  No
Borrower nor any Borrower's Subsidiary is in default in the
performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement
to which it is a party, which default could reasonably be
expected to have a Material Adverse Effect.
     5.12 Compliance With Laws.  Each Borrower and its
Subsidiaries have complied with all applicable statutes, rules,
regulations, orders and restrictions of any domestic or foreign
government or any instrumentality or agency thereof having
jurisdiction over the conduct of their respective businesses or
the ownership of their respective Property, except for any
failure to comply with any of the foregoing which could not
reasonably be expected to have a Material Adverse Effect.
     5.13 Ownership of Property.  Except as set forth on
Schedule 5.13 hereto, each Borrower and its Subsidiaries will
have good title, free of all Liens (other than those permitted
under Section 6.14 hereof), to all of the Property and assets
reflected in the Guarantor's most recent consolidated financial
statements provided to the Administrative Agent as owned by it.
     5.14 Environmental Matters.  Except as set forth on
Schedule 5.14 hereto, in the ordinary course of its business,
the officers of each Borrower consider the effect of
Environmental Laws on the business of each such Borrower and its
Subsidiaries, in the course of which they identify and evaluate
potential risks and liabilities accruing to each such Borrower
due to Environmental Laws. On the basis of this consideration,
each Borrower has concluded that Environmental Laws cannot
reasonably be expected to have a Material Adverse Effect. No
Borrower nor any of their Subsidiaries has received any notice
to the effect that its operations are not in material compliance
with any of the requirements of applicable Environmental Laws or
are the subject of any investigation evaluating whether any
remedial action is needed to respond to a release of any toxic
or hazardous waste or substance into the environment, which non-
compliance or remedial action could reasonably be expected to
have a Material Adverse Effect.
     5.15 Investment Company Act.  No Borrower nor any of their
Subsidiaries is an "investment company" or a company
"controlled" by an "investment company", within the meaning of
the Investment Company Act of 1940, as amended.
     5.16 Public Utility Holding Company Act.  No Borrower nor
any of their Subsidiaries is a "holding company" or a
"subsidiary company" of a "holding company", or an "affiliate"
of a "holding company" or of a "subsidiary company" of a
"holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.
     5.17 Subordinated Indebtedness.  The Obligations constitute
senior indebtedness which is entitled to the benefits of the
subordination provisions of all outstanding Subordinated Debt.
     5.18 Solvency.
          (i) Immediately after the consummation of the
transactions to occur on the date hereof and immediately
following the making of each Loan, if any, made on the date
hereof and after giving effect to the application of the
proceeds of such Loans, (a) the fair value of the assets of the
Guarantor and its Subsidiaries on a consolidated basis, at a
fair valuation, will exceed the debts and liabilities,
subordinated, contingent or otherwise, of the Guarantor and its
Subsidiaries on a consolidated basis; (b) the present fair
saleable value of the Property of the Guarantor and its
Subsidiaries on a consolidated basis will be greater than the
amount that will be required to pay the probable liability of
the Guarantor and its Subsidiaries on a consolidated basis on
their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute
and matured; (c) the Guarantor and its Subsidiaries on a
consolidated basis will be able to pay their debts and
liabilities subordinated, contingent or otherwise, as such debts
and liabilities become absolute and matured; and (d) the
Guarantor and its Subsidiaries on a consolidated basis will not
have unreasonably small capital with which to conduct the
businesses in which they are engaged as such businesses are now
conducted and are proposed to be conducted after the date
hereof.
          (ii) The Guarantor does not intend to, or to permit
any of its Subsidiaries to, and does not believe that it or any
of its Subsidiaries will, incur debts beyond its ability to pay
such debts as they mature, taking into account the timing of and
amounts of cash to be received by it or any such Subsidiary and
the timing of the amounts of cash to be payable on or in respect
of its Indebtedness or the Indebtedness of any such Subsidiary.

                                 ARTICLE 6

                                 COVENANTS

During the term of this Agreement, unless the Required Lenders
shall otherwise consent in writing:
     6.1 Reporting.  Each Borrower will maintain, for itself and
each of its Subsidiaries, a system of accounting established and
administered in accordance with Agreement Accounting Principles,
and furnish to the Lenders:
          (i) As soon as possible and in any event within 10
days after receipt by any Borrower, a copy of (a) any notice or
claim to the effect that such Borrower or any of its
Subsidiaries is or may be liable to any Person as a result of
the release by such Borrower, any of its Subsidiaries, or any
other Person of any toxic or hazardous waste or substance into
the environment, and (b) any notice alleging any violation of
any federal, state or local environmental, health or safety law
or regulation by such Borrower or any of its Subsidiaries,
which, in either case, could reasonably be expected to have a
Material Adverse Effect.
          (ii) Such other information (including non-financial
information) as any Agent or any Lender may from time to time
reasonably request.
     6.2 Use of Proceeds.  Each Borrower will, and will cause
each Subsidiary to, use the proceeds of the Advances for general
corporate purposes and to provide funds to refinance existing
Indebtedness.  No Borrower will, nor will it permit any
Subsidiary to, use any of the proceeds of the Advances to
purchase or carry any "margin stock" (as defined in Regulation
U).
     6.3 Notice of Default.  Each Borrower will, and will cause
each of its Subsidiaries to, give prompt notice in writing to
the Lenders of the occurrence of any Default or Unmatured
Default and of any other development, financial or otherwise,
which could reasonably be expected to have a Material Adverse
Effect.
     6.4 Conduct of Business.  Each Borrower will, and will
cause each of its Subsidiaries to, carry on and conduct its
business in substantially the same manner and in substantially
the same fields of enterprise as it is presently conducted and
do all things necessary to remain duly incorporated or
organized, validly existing and (to the extent such concept
applies to such entity) in good standing as a corporation,
partnership or limited liability company in its jurisdiction of
incorporation or organization, as the case may be, and maintain
all requisite authority to conduct its business in each
jurisdiction in which its business is conducted unless failure
to maintain such authority could not reasonably be expected to
have a Material Adverse Effect.
     6.5 Taxes.  Each Borrower will, and will cause each of its
Subsidiaries to, timely file complete and correct applicable tax
returns required by law and pay when due all taxes, assessments
and governmental charges and levies upon it or its income,
profits or Property, except those which are being contested in
good faith by appropriate proceedings and with respect to which
adequate reserves have been set aside in accordance with
Agreement Accounting Principles, and except to the extent that
nonpayment could not reasonably be expected to have a Material
Adverse Effect.
     6.6 Insurance.  Each Borrower will and will cause each of
its Subsidiaries to maintain with financially sound and
reputable insurance companies insurance on all its Property in
such amounts and covering such risks as is consistent with sound
business practice, and each Borrower will furnish to any Lender
upon request full information as to the insurance carried.
     6.7 Compliance with Laws.  Each Borrower will, and will
cause each of its Subsidiaries to, comply with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or
awards to which it may be subject including, without limitation,
all Environmental Laws, except to the extent that noncompliance
could not reasonably be expected to have a Material Adverse
Effect.
     6.8 Maintenance of Properties.  Each Borrower will, and
will cause each of its Subsidiaries to, do all things necessary
to maintain, preserve, protect and keep its Property in good
repair, working order and condition, and make all necessary and
proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at
all times except to the extent that failure to make such repair
could not be reasonably be expected to have a Material Adverse
Effect.
     6.9 Inspection.  Each Borrower will, and will cause each of
its Subsidiaries to, permit any Agent and the Lenders, by their
respective representatives and agents, to inspect any of the
Property, books and financial records of such Borrower and such
Subsidiary, to examine and make copies of the books of accounts
and other financial records of such Borrower and such
Subsidiary, and to discuss the affairs, finances and accounts of
such Borrower and such Subsidiary with, and to be advised as to
the same by, their respective officers at such reasonable times
and intervals as any Agent or any Lender may designate.
     6.10 Indebtedness.  No Borrower will, nor will permit,
cause or suffer to exist the Guarantor or any of its
Subsidiaries to, create, incur or suffer to exist any
Indebtedness, except:
          (i)    The Loans hereunder.
          (ii)   The loans and facilities under the U.S. Loan
Agreement
          (iii)  The Pacific Rim Loans
          (iv)   Indebtedness which (a) exists on the date
hereof, (b) is described in Schedule 6.10 to the U.S Loan
Agreement, and (c) has been previously approved by the
Administrative Agent.
          (v) Subordinated Debt with terms and conditions which
in the sole opinion of the Required Lenders are no more
restrictive (with respect to Senior Funded Debt) than
Subordinated Debt in existence on the date hereof.
          (vi)   Indebtedness incurred to refinance existing
Indebtedness permitted pursuant to Sections 6.10(iv) and (v);
provided however, that the maturity date of such new
Indebtedness is no earlier than the maturity date of the
Indebtedness being refinanced and the terms of such new
Indebtedness (including, but not limited to, the amount, the
term, the amount of the annual loan payment or provision for
collateral or additional collateral) are no more disadvantageous
to the Lenders, the Borrower and its Subsidiaries than the terms
of the Indebtedness being refinanced.
          (vii)  Contingent Obligations (when measured together
with the Guarantor and its Subsidiaries) not exceeding the
Dollar Amount of $500,000.
          (viii) Intercompany Indebtedness permitted under
Section 6.13.
          (ix)   Rate Hedging Obligations.
     6.11 Merger.  No Borrower will, nor will it permit any of
its Subsidiaries to, merge or consolidate with or into any other
Person, except that (i) a Subsidiary may amalgamate, merge or
consolidate with or into any Borrower or a Wholly-Owned
Subsidiary and (ii) any Borrower or any Subsidiary may merge,
amalgamate or consolidate with any other Person pursuant to a
Permitted Acquisition, provided that (a) such Borrower or such
Subsidiary shall be the surviving entity and (b) after giving
effect thereto, no Default or Unmatured Default shall exist.
     6.12 Sale of Assets.  No Borrower will suffer the
Guarantor, together with the Guarantor's  Subsidiaries to,
lease, sell or otherwise dispose of its Property to any other
Person, except:
          (i)  Sales of inventory in the ordinary course of
business.
          (ii) Leases, sales or other dispositions of Property
that, together with all other Property of the Guarantor and its
Subsidiaries previously leased, sold or disposed of (other than
inventory in the ordinary course of business) as permitted by
this Section during the term of this Agreement, do not
constitute a Substantial Portion of the Property of the
Guarantor and its Subsidiaries.
     6.13 Investments and Acquisitions.  No Borrower will, nor
will it permit any of its Subsidiaries to, make or suffer to
exist any Investments (including without limitation, loans and
advances to, and other Investments in, any of its Subsidiaries),
or commitments therefor, or to create any Subsidiary or to
become or remain a partner in any partnership or joint venture,
or to make any Acquisition of any Person, except:
          (i)   Cash Equivalent Investments.
          (ii)  Existing Investments in Subsidiaries and other
Investments in existence on the date hereof and described in
Schedule 5.8.
          (iii) Investments (when measured together with the
Guarantor and its Subsidiaries) not to exceed the Dollar Amount
of $5 million in the aggregate at any one time outstanding in
the common stock and investment grade bonds of publicly held
corporations which stocks and bonds are traded on the New York,
American or NASDAQ stock exchanges.
          (iv)  Loans to employees of the Guarantor, any
Borrower or any of the Guarantor or such Borrower's Subsidiaries
which do not exceed, in the aggregate for all such employees at
any one time outstanding the Dollar Amount of $750,000.
          (v)   Loans and advances to and other Investments
(when measured together with the Guarantor and its Subsidiaries)
in any Borrower or any such Borrower's Subsidiaries in the
ordinary course of business not exceeding at any time
outstanding for each Subsidiary, an amount which is the greater
of (i) fifteen percent (15%) greater than the amount of such
loans, advances and other Investments in each such Subsidiary
stated in the Guarantor's consolidated financial statement dated
on or about the immediately preceding February 29 (the "February
Statement"), or (ii) the Dollar Amount of $1 million plus the
amount of such loans, advances and other Investments in each
such Subsidiary stated in the February Statement; provided that
in no event shall such loans, advances and other Investments
exceed for all of the Guarantor's Subsidiaries in the aggregate
at any time outstanding the Dollar Amount of $10 million plus
the aggregate amount of such loans, advances and other
Investments stated in the February Statement.
          (vi)  Permitted Acquisitions.
          (vii) Rate Hedging Agreements.
     6.14 Liens.  No Borrower will, nor will it permit any of
its Subsidiaries to, create, incur, or suffer to exist any Lien
in, of or on the Property of such Borrower or any of its
Subsidiaries, except:
          (i) Liens for taxes, assessments or governmental
charges or levies on its Property if the same shall not at the
time be delinquent or thereafter can be paid without penalty, or
are being contested in good faith and by appropriate proceedings
and for which adequate reserves in accordance with Agreement
Accounting Principles shall have been set aside on its books.
          (ii) Liens imposed by law, such as carriers',
warehousemen's and mechanics' liens and other similar liens
arising in the ordinary course of business which secure payment
of obligations not more than 60 days past due and which are
contested in good faith by appropriate proceedings and for which
adequate reserves shall have been set aside on its books.
          (iii) Liens arising out of pledges or deposits under
worker's compensation laws, unemployment insurance, old age
pensions, or other social security or retirement benefits, or
similar legislation.
          (iv) Liens arising from a judgment rendered or claim
files, not in excess singly or in the aggregate, of the Dollar
Amount of $250,000 in the aggregate for the Guarantor and its
Subsidiaries taken as a whole which the Guarantor or such
Subsidiary shall be contesting diligently in good faith by
proper legal proceedings.
          (v) Liens which exist on the date hereof listed on
Schedule 5.13 incurred by the Guarantor and its Subsidiaries
taken as a whole in the ordinary course of business securing
Indebtedness less than the Dollar Amount of $100,000 in the
aggregate.
          (vi) Any extension, renewal or substitution of or for
any of the foregoing Liens described in this Section 6.14,
provided in each case that (a) the Indebtedness or other
obligation or liability secured by the applicable Lien shall not
exceed the Indebtedness or other obligation or liability
existing immediately prior to such extension, renewal or
substitution and (b) the Lien securing such Indebtedness or
other obligations or liability shall be limited to the Property
which, immediately prior to such extension, renewal or
substitution, secured such Indebtedness or other obligation or
liability, and improvements on or additions to such Property.
          (vii) Liens resulting from inventory purchases arising
in the normal course of business which Liens are solely upon
such inventory purchased and not evidenced by any public filings
and do not secure an amount exceeding the Dollar Amount of
$10,000,000 in the aggregate for the Guarantor and each of its
Subsidiaries taken as a whole at any one time outstanding.
     6.15 Prohibition of Negative Pledge.  No Borrower will, nor
will it permit any of its Subsidiaries to agree, covenant,
warrant, represent, pledge or otherwise commit with or to any
entity other than the Administrative Agent, to not incur,
create, assume or permit to exist, any mortgage, pledge, lien
charge or other encumbrance of any nature whatsoever on all or
any of its assets now or hereafter owned, except for such pledge
made directly in connection with the purchase of inventory in
the ordinary course of business, with a value of such inventory
(valued at the cost of such inventory) owned by the Guarantor,
any Borrower or any Subsidiary taken as a whole not exceeding
the Dollar Amount of $10,000,000 in the aggregate at any time.
     6.16 Affiliates.  No Borrower will, nor will it permit any
of its Subsidiaries to, enter into any transaction (including,
without limitation, the purchase or sale of any Property or
service) with, or make any payment or transfer to, any Affiliate
except in the ordinary course of business and pursuant to the
reasonable requirements of such Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to
such Borrower or such Subsidiary than the Borrower or such
Subsidiary would obtain in a comparable arms-length transaction.
     6.17 Sale of Accounts. No Borrower will, nor will it permit
any of its Subsidiaries to, sell or otherwise dispose of any
notes receivable or accounts receivable, with or without
recourse, except for accounts which are past due in an aggregate
amount not exceeding the Dollar Amount of $3,000,000, which sum
shall be measured in respect of the Guarantor, all Borrowers and
their Subsidiaries and in each of the Guarantor's fiscal years
(on a consolidated basis) placed with a collection agent for
collection at a commission not exceeding 20% of the amount of
such notes or account recovered.
     6.18 Fiscal year.  No Borrower will, nor will it permit any
of its Subsidiaries to, change its fiscal year.
     6.19 Limitation on the creation of Subsidiaries.
Notwithstanding anything to the contrary contained in this
Agreement, no Borrower will, nor will it permit its Subsidiaries
to, establish, create or acquire any Subsidiary; provided that
any Borrower and any Wholly-Owned Subsidiaries shall be
permitted to establish or create Wholly-Owned Subsidiaries so
long as at least 30 days' prior written notice thereof (or such
lesser notice as is acceptable to the Administrative Agent in
its sole discretion) is given to the Administrative Agent.
     6.20 Subsidiary Dividend.  No Subsidiary of any Borrower
shall in any manner, either directly or indirectly incur or be
bound by any restrictions on dividends from such Subsidiary to
such Borrower, other than those restrictions required by
applicable law.
                                ARTICLE 7

                                 DEFAULTS

The occurrence of any one or more of the following events shall
constitute a Default:

     7.1 Any representation or warranty made or deemed made by
or on behalf of any Borrower or any of its Subsidiaries to the
Lenders or any Agent under or in connection with this Agreement,
any Loan, or any certificate or information delivered in
connection with this Agreement or any other Document shall be
materially false on the date as of which made (or deemed made).
     7.2 Nonpayment of principal of any Loan when due, or
nonpayment of interest upon any Loan or of any facility fee or
other obligations under any of the Documents within five (5)
days after the same becomes due.
     7.3 The breach by any Borrower of any of the terms or
provisions of Article 6.
     7.4 The breach by any Borrower (other than a breach which
constitutes a Default under Section 7.1, 7.2 or 7.3) of any of
the terms or provisions of this Agreement which is not remedied
within fifteen (15) days after written notice from the
Administrative Agent.
     7.5 Failure of any Borrower or any of its Subsidiaries to
pay when due (i) any Indebtedness to any Lender, or (ii) any
other Indebtedness in excess of, singly or in the aggregate  an
outstanding principal amount in excess of the Dollar Amount of
$2,500,000 (any such Indebtedness being herein defined as
"Material Indebtedness"); or the default by the Guarantor or any
of its Subsidiaries in the performance of any term, provision or
condition contained in any agreement under which any such
Material Indebtedness was created or is governed, or any other
event shall occur or condition exist, the effect of which
default or event is to cause, or to permit the holder or holders
of such Material Indebtedness to cause, such Material
Indebtedness to become due prior to its stated maturity; or any
Material Indebtedness of any Borrower, the Guarantor or any of
its Subsidiaries shall be declared to be due and payable or
required to be prepaid or repurchased (other than by a regularly
scheduled payment) prior to the stated maturity thereof, or any
Borrower, the Guarantor or any of its Subsidiaries shall not
pay, or admit in writing its inability to pay, its debts
generally as they become due.
     7.6 Any Borrower, the Guarantor or any of its Subsidiaries
shall (i) have an order for relief entered with respect to it
under the Federal bankruptcy laws or the laws of any other
jurisdiction relating to bankruptcy, insolvency, reorganization
or relief of debtors as now or hereafter in effect, (ii) make an
assignment for the benefit of creditors, (iii) apply for, seek,
consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for
it or any Substantial Portion of its Property, (iv) institute
any proceeding seeking an order for relief under the Federal
bankruptcy laws or the laws of any other jurisdiction relating
to bankruptcy, insolvency, reorganization or relief of debtors
as now or hereafter in effect or seeking to adjudicate it a
bankrupt or insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, adjustment or
composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or
fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (v) take
any corporate or partnership action to authorize or effect any
of the foregoing actions set forth in this Section 7.6 or (vi)
fail to contest in good faith any appointment or proceeding
described in Section 7.7.
     7.7 Without the application, approval or consent of any
Borrower, the Guarantor or any of its Subsidiaries, a receiver,
trustee, examiner, liquidator or similar official shall be
appointed for any such Borrower, the Guarantor or any of its
Subsidiaries or any Substantial Portion of its Property, or a
proceeding described in Section 7.6(iv) shall be instituted
against any Borrower, the Guarantor or any of its Subsidiaries
and such appointment continues undischarged or such proceeding
continues undismissed or unstayed for a period of 60 consecutive
days.
     7.8 Any court, government or governmental agency shall
condemn, seize or other-wise appropriate, or take custody or
control of (each a "Condemnation"), all or any portion of the
Property of the Guarantor, any Borrower and any of the
Guarantor's Subsidiaries which, when taken together with all
other Property of the Guarantor and its Subsidiaries so
condemned, seized, appropriated, or taken custody or control of,
during the twelve-month period ending with the month in which
any such Condemnetion occurs, constitutes a Substantial Portion.
     7.9 Any Borrower, the Guarantor or any of its Subsidiaries
shall fail within 60 days to pay, bond or otherwise discharge
any judgment or order for the payment of money in excess of,
singly or in the aggregate, $500,000 (or the applicable
Equivalent Amount in the relevant Agreed Currency) which is not
stayed on appeal or otherwise being appropriately contested in
good faith.
     7.10 Any Borrower, the Guarantor or any of its Subsidiaries
shall (i) be the   subject of any proceeding or investigation
pertaining to the release by any such Borrower, the Guarantor,
any of its Subsidiaries or any other Person of any toxic or
hazardous waste or substance into the environment, or (ii)
violate any Environmental Law, which, in the case of an event
described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect.
     7.11 Any Change in Control shall occur, except such Change
in Control consented to by the Administrative Agent and all
Lenders.
     7.12 Nonpayment by any Borrower, the Guarantor or any of
its Subsidiaries, of any Rate Hedging Obligation when due or the
default or breach by such Borrower, the Guarantor or any such
Subsidiary, of any term, provision or condition contained in any
Rate Hedging Agreement which default or breach continues
(without being waived) beyond any period of grace therein
provided.
     7.13 The occurrence of any "default", as defined in any
Document (other than this Agreement) or the breach of any of the
terms or provisions of any Document (other than this Agreement),
which default or breach continues beyond any period of grace
therein provided and has not been waived.
     7.14 The occurrence of any "Default", as such term is
defined in the U.S. Loan Agreement or the breach of any of the
terms or provisions of the U.S. Loan Agreement, or any default
under any of the documents evidencing the Pacific Rim Loans,
which default or breach continues beyond any period of grace
therein provided and has not been waived.
     7.15 Default (as such term is defined in the Guaranty)
under the Guaranty shall have occurred and be continuing or the
Guaranty shall fail to remain in full force or effect or any
action shall be taken to discontinue or to assert the invalidity
or unenforceability of the Guaranty, or the Guarantor shall fail
to comply with any of the terms or provisions of the Guaranty to
which it is a party, or the Guarantor shall deny that it has any
further liability under the Guaranty to which it is a party, or
shall give notice to such effect.

                                   ARTICLE 8

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     8.1 Acceleration. If any Default described in Section 7.6
or 7.7 occurs with respect to any Borrower, the obligations of
the Lenders to make Loans hereunder shall automatically
terminate and the Obligations shall immediately become due and
payable without any election or action on the part of any Agent
or any Lender. If any other Default occurs, the Required Lenders
(or the Administrative Agent with the consent of the Required
Lenders) may terminate or suspend the obligations of the Lenders
to make Loans hereunder, or declare the Obligations to be due
and payable, or both, whereupon the Obligations shall become
immediately due and payable, on a joint and several basis by
each Borrower, without presentment, demand, protest or notice of
any kind, all of which each Borrower hereby expressly waives.
     8.2 If, within 15 days after acceleration of the maturity
of the Obligations or termination of the obligations of the
Lenders to make Loans hereunder as a result of any Default
(other than any Default as described in Section 7.6 or 7.7 with
respect to any Borrower) and before any judgment or decree for
the payment of the Obligations due shall have been obtained or
entered, the Required Lenders (in their sole discretion) shall
so direct, the Administrative Agent shall, by notice to each
Borrower, rescind and annul such acceleration and/or
termination.
     8.3 Amendments. Subject to the provisions of this Article
8, the Required Lenders (or the Administrative Agent with the
consent in writing of the Required Lenders) and all of the
Borrowers may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Documents
or changing in any manner the rights of the Lenders or all of
the Borrowers hereunder or waiving any Default hereunder;
provided, however, that no such supplemental agreement shall,
without the consent of all of the Lenders:
          (i)    Extend the maturity of any Loan or forgive all
or any portion of the principal amount of any Loan or any
interest or fees, or forgive all or any portion of the principal
amount thereof, or reduce the rate or extend the time of payment
of interest or fees hereunder.
          (ii)   Reduce the percentage specified in the
definition of Required Lenders or change any provision
concerning the number or amount of Lenders required to take any
action or refrain from taking any action hereunder.
          (iii)  Extend the Facility Termination Date, or reduce
the amount or extend the payment date for, the mandatory
payments required under Section 2.2, or increase the amount of
the Aggregate Commitment or of the Commitment of any Lender
hereunder, or permit any Borrower to assign its rights under
this Agreement.
          (iv) Amend this Section 8.3.
          (v) Release the Guarantor of any Advance.
No amendment of any provision of this Agreement relating to the
Agents shall be effective without the written consent of the
relevant Agent. Such Agent may waive payment of the fee required
under Section 12.3.2 without obtaining the consent of any other
party to this Agreement.
     8.4 Preservation of Rights.  No delay or omission of the
Lenders or any Agent to exercise any right under the Documents
shall impair such right or be construed to be a waiver of any
Default or an acquiescence therein, and the making of a Loan
notwithstanding the existence of a Default or the inability of
any Borrower to satisfy the conditions precedent to such Loan
shall not constitute any waiver or acquiescence. Any single or
partial exercise of any such right shall not preclude other or
further exercise thereof or the exercise of any other right, and
no waiver, amendment or other variation of the terms, conditions
or provisions of the Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section
8.3, and then only to the extent in such writing specifically
set forth. All remedies contained in the Documents or by law
afforded shall be cumulative and all shall be available to the
Agents and the Lenders until the Obligations have been paid in
full.

                                  ARTICLE 9

                             GENERAL PROVISIONS
     9.1 Survival of Representations.  All representations and
warranties of each Borrower contained in this Agreement shall
survive the making of the Loans herein contemplated.
     9.2 Governmental Regulation.  Anything contained in this
Agreement to the contrary notwithstanding, no Lender shall be
obligated to extend credit to any Borrower in violation of any
limitation or prohibition provided by any applicable statute or
regulation.
     9.3 Taxes.  Any Taxes (excluding income taxes on the
overall net income of any Lender) or other similar assessments
or charges made by any governmental or revenue authority in
respect of the Documents shall be paid by the relevant Borrower,
together with interest and penalties, if any.
     9.4 Headings.  Section headings in the Documents are for
convenience of reference only, and shall not govern the
interpretation of any of the provisions of the Documents.
     9.5 Entire Agreement.  The Documents embody the entire
agreement and understanding among the Borrowers, the Agents and
the Lenders and supersede all prior agreements and
understandings among such Borrower, the Agents and the Lenders
relating to the subject matter thereof.
     9.6 Several Obligations, benefits of this Agreement.  The
respective obligations of the Lenders hereunder are several and
not joint and no Lender shall be the partner or agent of any
other (except to the extent to which an Agent is authorized to
act as such). The failure of any Lender to perform any of its
obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person
other than the parties to this Agreement and their respective
successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the
benefits of the provisions of Sections 9.7, 9.11 and 10.11 to
the extent specifically set forth therein and shall have the
right to enforce such provisions on its own behalf and in its
own name to the same extent as if it were a party to this
Agreement.
     9.7 Expenses; Indemnification.  (i) Each Borrower shall
reimburse each Agent and the Arranger for any costs, internal
charges and out-of-pocket expenses (including reasonable
attorneys' fees and time charges of attorneys for each Agent,
which attorneys may be employees of any Agent) paid or incurred
by any Agent or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, review,
amendment, modification, and administration of the Documents.
The Borrower also agrees to reimburse each Agent, the Arranger
and the Lenders for any costs, internal charges and out-of-
pocket expenses (including reasonable attorneys' fees and time
charges of attorneys for each Agent, the Arranger and the
Lenders, which attorneys may be employees of any Agent, the
Arranger or the Lenders) paid or incurred by any Agent, the
Arranger or any Lender in connection with the collection and
enforcement of the Documents.
          (ii) The Borrower hereby further agrees to indemnify
each Agent, the Arranger  and each Lender, its directors,
officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including,
without limitation, all expenses of litigation or preparation
therefor whether or not such Agent, the Arranger or any Lender
is a party thereto) which any of them may pay or incur arising
out of or relating to this Agreement, the other Documents, the
transactions contemplated hereby or the direct or indirect
application or proposed application of the proceeds of any Loan
hereunder except to the extent that they have resulted from the
gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrower under this
Section 9.7 shall survive the termination of this Agreement.
     9.8 Numbers of Documents.  All statements, notices, closing
documents, and requests hereunder shall be furnished to the
relevant Agent with sufficient counterparts so that such Agent
may furnish one to each of the Lenders.
     9.9 Accounting.  Except as provided to the contrary herein,
all accounting terms used herein shall be interpreted and all
accounting determinations hereunder shall be made in accordance
with Agreement Accounting Principles, except that any
calculation or determination which is to be made on a
consolidated basis shall be made for the Guarantor and all its
Subsidiaries, including those Subsidiaries, if any, which are
unconsolidated on the Guarantor's audited financial statements.
     9.10 Severability of Provisions.  Any provision in any
Document that is held to be inoperative, unenforceable, or
invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the
remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Documents
are declared to be severable.
     9.11 Nonliability of Lenders.  The relationship between
each Borrower on the one hand and the Lenders and the Agents on
the other hand shall be solely that of borrower and lender.
Neither the Agents, the Arranger nor any Lender shall have any
fiduciary responsibilities to any Borrower. Neither the Agents,
the Arranger nor any Lender undertakes any responsibility to any
Borrower to review or inform such Borrower of any matter in
connection with any phase of such Borrower's business or
operations. Each Borrower agrees that neither the Agents, the
Arranger nor any Lender shall have liability to such Borrower
(whether sounding in tort, contract or otherwise) for losses
suffered by such Borrower in connection with, arising out of, or
in any way related to, the transactions contemplated and the
relationship established by the Documents, or any act, omission
or event occurring in connection therewith, unless it is
determined in a final non-appealable judgment by a court of
competent jurisdiction that such losses resulted from the gross
negligence or willful misconduct of the party from which
recovery is sought.
     9.12 Confidentiality.  Each Lender agrees to hold any
confidential information which it may receive from any Borrower
pursuant to this Agreement in confidence, except for disclosure
(i) to its Affiliates, any Agent and to other Lenders and their
respective Affiliates, (ii) to legal counsel, accountants, and
other professional advisors to such Lender or to a Transferee,
(iii) to regulatory officials, (iv) to any Person as requested
pursuant to or as required by law, regulation, or legal process,
(v) to any Person in connection with any legal proceeding to
which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to
legal counsel, accountants and other professional advisors to
such counterparties, and (vii) permitted by Section 12.4.
     9.13 Nonreliance.  Each Lender hereby represents that it is
not relying on or looking to any margin stock (as defined in
Regulation U of the Board of Governors of the Federal Reserve
System) for the repayment of the Loans provided for herein.

                                  ARTICLE 10

                                  THE AGENTS
     10.1 Appointment Nature of Relationship.  ANB is hereby
appointed by each of the Lenders as its contractual
representative (herein referred to as the "Administrative
Agent") hereunder and under each other Documents, and each of
the Lenders irrevocably authorizes the Administrative Agent to
act as the contractual representative of such Lender with the
rights and duties expressly set forth herein and in the other
Documents.  Bank One, N.A., London Branch and Bank One Canada
hereby respectively appointed by each of the Lenders as their
contractual representative (each a "Funding Agent", and
collectively, the "Funding Agents") hereunder and under each
other Documents, and each of the Lenders irrevocably authorizes
the Funding Agents to act as the contractual representative of
such Lender with the rights and duties expressly set forth
herein and in the other Documents (the Administrative Agent and
the Funding Agents are collectively referred to herein as the
"Agents"). The Agents agree to act as such contractual
representative upon the express conditions contained in this
Article 10.  Notwithstanding the use of the defined term
"Agent," it is expressly understood and agreed that none of the
Agents shall have any fiduciary responsibilities to any Lender
by reason of this Agreement or any other Documents and that the
Agents are merely acting as the contractual representative of
the Lenders with only those duties as are expressly set forth in
this Agreement and the other Documents. In their capacity as the
Lenders' contractual representative, the Agents (i) do not
hereby assume any fiduciary duties to any of the Lenders, (ii)
are "representatives" of the Lenders within the meaning of
Section 9-105 of the Uniform Commercial Code and (iii) are
acting as an independent contractors, the rights and duties of
which are limited to those expressly set forth in this Agreement
and the other Documents. Each of the Lenders hereby agrees to
assert no claim against any Agent on any agency theory or any
other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.
     10.2 Powers.  The Agents shall have and may exercise such
powers under the Documents as are specifically delegated to the
Agents by the terms of each thereof, together with such powers
as are reasonably incidental thereto. The Agents shall have no
implied duties to the Lenders, or any obligation to the Lenders
to take any action thereunder except any action specifically
provided by the Documents to be taken by the Agents.
     10.3 General Immunity.  The Agents and their directors,
officers, agents or employees shall in no event be liable to any
Borrower, the Lenders or any Lender for any action taken or
omitted to be taken by them hereunder or under any other
Document or in connection herewith or therewith except to the
extent such action or inaction is determined in a final non-
appealable judgment by a court of competent jurisdiction to have
arisen from the gross negligence or willful misconduct of such
Person.
     10.4 No Responsibility for Loans, Recitals, etc.  The
Agents and their directors, officers, agents or employees shall
not be responsible for or have any duty to ascertain, inquire
into, or verify (a) any statement, warranty or representation
made in connection with any Document or any borrowing hereunder;
(b) the performance or observance of any of the covenants or
agreements of any obligor under any Document, including, without
limitation, any agreement by an obligor to furnish information
directly to each Lender; (c) the satisfaction of any condition
specified in Article 4, except receipt of items required to be
delivered solely to the Agents; (d) the existence or possible
existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any
Document or any other instrument or writing furnished in
connection therewith; (f) the value, sufficiency, creation,
perfection or priority of any Lien in any collateral security;
or (g) the financial condition of any Borrower or the Guarantor
or of any such Borrower's or such Guarantor's respective
Subsidiaries. The Agents shall have no duty to disclose to the
Lenders information that is not required to be furnished by a
Borrower to an Agent at such time, but is voluntarily furnished
by such Borrower to an Agent (either in its capacity as Agent or
in its individual capacity).
      10.5 Action on Instructions of Lenders.  The Agents shall
in all cases be fully protected in acting, or in refraining from
acting, hereunder and under any other Document in accordance
with written instructions signed by the Required Lenders (or the
unanimous action of the Lenders if required by Section 8.3
hereof), and such instructions and any action taken or failure
to act pursuant thereto shall be binding on all of the Lenders.
The Lenders hereby acknowledge that the Agents shall be under no
duty to take any discretionary action permitted to be taken by
them pursuant to the provisions of this Agreement or any other
Document unless it shall be requested in writing to do so by the
Required Lenders. The Agents shall be fully justified in failing
or refusing to take any action hereunder and under any other
Document unless they shall first be indemnified to its
satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of
taking or continuing to take any such action.
     10.6 Employment of Agents and Counsel.  The Agents may
execute any of their duties as Agents hereunder and under any
other Document by or through employees, agents, and attorneys-
in-fact and shall not be answerable to the Lenders, except as to
money or securities received by it or its authorized agents, for
the default or misconduct of any such agents or attorneys-in-
fact selected by it with reasonable care. The Agents shall be
entitled to advice of counsel concerning the contractual
arrangement between the Agents and the Lenders and all matters
pertaining to the Agents' duties hereunder and under any other
Document.
     10.7 Reliance on Documents; Counsel. The Agents shall be
entitled to rely upon any Note, notice, consent, certificate,
affidavit, letter, telegram, statement, paper or document
believed by them to be genuine and correct and to have been
signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by the
relevant Agent, which counsel may be employees of the relevant
Agent.
     10.8 Agent's Reimbursement and Indemnification.  The
Lenders agree to reimburse and indemnify each Agent ratably in
proportion to their respective Commitments (or, if the
Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any
amounts not reimbursed by any Borrower for which such Agent is
entitled to reimbursement by such Borrower under the Documents,
(ii) for any other expenses incurred by such Agent on behalf of
the Lenders, in connection with the preparation, execution,
delivery, administration and enforcement of the Documents
(including, without limitation, for any expenses incurred by
such Agent in connection with any dispute between such Agent and
any Lender or between two or more of the Lenders) and (iii) for
any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of
any kind and nature whatsoever which may be imposed on, incurred
by or asserted against such Agent in any way relating to or
arising out of the Documents or any other document delivered in
connection therewith or the transactions contemplated thereby
(including, without limitation, for any such amounts incurred by
or asserted against such Agent in connection with any dispute
between such Agent and any Lender or between two or more of the
Lenders), or the enforcement of any of the terms of the
Documents or of any such other documents, provided that (i) no
Lender shall be liable for any of the foregoing to the extent
any of the foregoing is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from the
gross negligence or willful misconduct of such Agent and (ii)
any indemnification required pursuant to Section 3.5(vii) shall,
notwithstanding the provisions of this Section 10.8, be paid by
the relevant Lender in accordance with the provisions thereof.
The obligations of the Lenders under this Section 10.8 shall
survive payment of the Obligations and termination of this
Agreement.
     10.9 Notice of Default.  The Administrative Agent shall not
be deemed to have knowledge or notice of the occurrence of any
Default or Unmatured Default hereunder unless the Administrative
Agent has received written notice from a Lender or any Borrower
referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default".
In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give prompt notice
thereof to the Lenders.
     10.10 Rights as a Lender.  In the event any Agent is a
Lender, such Agent shall have the same rights and powers
hereunder and under any other Document with respect to its
Commitment and its Loans as any Lender and may exercise the same
as though it were not an Agent, and the term "Lender" or
"Lenders" shall, at any time when such Agent is a Lender, unless
the context otherwise indicates, include such Agent in its
individual capacity. Any Agent and its Affiliates may accept
deposits from, lend money to, and generally engage in any kind
of trust, debt, equity or other transaction, in addition to
those contemplated by this Agreement or any other Document, with
any Borrower or any of such Borrower's Subsidiaries in which
such Borrower or such Subsidiary is not restricted hereby from
engaging with any other Person.
     10.11 Lender Credit Decision.  Each Lender acknowledges
that it has, independently and without reliance upon any Agent,
the Arranger or any other Lender and based on the financial
statements prepared by the Guarantor and such other documents
and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and
the other Documents. Each Lender also acknowledges that it will,
independently and without reliance upon any Agent, the Arranger
or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this
Agreement and the other Documents.
     10.12 Successor Agent.  Any Agent may resign at any time by
giving written notice thereof to the Lenders and each Borrower,
such resignation to be effective upon the appointment of a
successor Agent or, if no successor Agent has been appointed,
forty-five days after the retiring Agent gives notice of its
intention to resign.  Any Agent may be removed at any time with
or without cause by written notice received by such Agent from
the Required Lenders, such removal to be effective on the date
specified by the Required Lenders. Upon any such resignation or
removal, the Required Lenders shall have the right to appoint,
with the consent of the Borrowers, which consent shall not be
unreasonably withheld or delayed, on behalf of the Borrowers and
the Lenders, a successor Agent; provided, however, that if a
Default or Unmatured Default shall have occurred and be
continuing at the time of such resignation or removal, the
consent of the Borrowers shall not be so required. If no
successor Agent shall have been so appointed by the Required
Lenders and accepted such appointment and, to the extent
required pursuant to the immediately preceding sentence,
consented to by the Borrowers,  within thirty days after the
resigning Agent's giving notice of its intention to resign, then
the resigning Agent may appoint, on behalf of the Borrowers and
the Lenders, a successor Agent. Notwithstanding the previous
sentence, any Agent may at any time without the consent of any
Borrower or any Lender, appoint any of its Affiliates which is a
commercial bank as a successor Agent hereunder. If an Agent has
resigned or been removed and no successor Agent has been
appointed, the Lenders may perform all the duties of such Agent
hereunder and each Borrower shall make all payments in respect
of the Obligations to the applicable Lender and for all other
purposes shall deal directly with the Lenders. No successor
Agent shall be deemed to be appointed hereunder until such
successor Agent has accepted the appointment. Any such successor
Agent shall be a commercial bank having capital and retained
earnings of at least the Dollar Amount of $ 100,000,000. Upon
the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and
duties of the resigning or removed Agent. Upon the effectiveness
of the resignation or removal of such Agent, the resigning or
removed Agent shall be discharged from its duties and
obligations hereunder and under the Documents. After the
effectiveness of the resignation or removal of an Agent, the
provisions of this Article 10 shall continue in effect for the
benefit of such Agent in respect of any actions taken or omitted
to be taken by it while it was acting as an Agent hereunder and
under the other Documents.  In the event that there is a
successor to the Canada Agent by merger or the Canada Agent
assigns its duties and obligations to an Affiliate pursuant to
this Section 10.12, then the term "Prime Rate" and "BA Rate" as
used in this Agreement shall be derived by reference to the
reference rate of the new Canada Agent.
     10.13 Delegation to Affiliates.  Each Borrower and the
Lenders agree that any Agent may delegate any of its duties
under this Agreement to any of its Affiliates.  Any such
Affiliate (and such Affiliate's directors, officers, agents and
employees) which performs duties in connection with this
Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which
such Agent is entitled under Articles 9 and 10.

                                ARTICLE 11

                        SETOFF; RATABLE PAYMENTS
     11.1 Setoff.  In addition to, and without limitation of,
any rights of the Lenders under applicable law, if any Borrower
becomes insolvent, however evidenced, or any Default occurs, any
and all deposits (including all account balances, whether
provisional or final and whether or not collected or available)
and any other Indebtedness at any time held or owing by any
Lender or any Affiliate of any Lender to or for the credit or
account of such Borrower may be offset and applied toward the
payment of the Obligations owing to such Lender, whether or not
the Obligations, or any part hereof, shall then be due.
     11.2 Ratable Payments.  If any Lender, whether by setoff or
otherwise, has payment made to it upon its Loans under the
applicable Facility (other than payments received pursuant to
Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that
received by any other Lender under such Facility, such Lender
agrees, promptly upon demand, to purchase a portion of the Loans
held by the other Lenders under such Facility so that after such
purchase each such Lender will hold its ratable proportion of
Loans under such Facility. If any Lender, whether in connection
with setoff or amounts which might be subject to setoff or
otherwise, receives collateral or other protection for its
Obligations or such amounts which may be subject to setoff, such
Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders under the applicable Facility
share in the benefits of such collateral ratably in proportion
to their Loans under such Facility.  In case any such payment is
disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.  Nothing contained in this Section
11.2 shall modify the effect of Section 2.22 hereof.

                                 ARTICLE 12

                BENEFIT OF AGREEMENT; ASSIGNMENTS;
PARTICIPATIONS
     12.1 Successors and Assigns.  The terms and provisions of
the Documents shall be binding upon and inure to the benefit of
all of the Borrowers and the Lenders and their respective
successors and assigns, except that (i) neither the Guarantor
nor any Borrower shall have the right to assign its rights or
obligations under the Documents and (ii) any assignment by any
Lender must be made in compliance with Section 12.3.
Notwithstanding clause (ii) of this Section, any Lender may at
any time, without the consent of any Borrower or the Agent,
assign all or any portion of its rights under this Agreement and
any Note to a Federal Reserve Bank; provided, however, that no
such assignment to a Federal Reserve Bank shall release the
transferor Lender from its obligations hereunder. The Agent may
treat the Person which made any Loan or which holds any Note as
the owner thereof for all purposes hereof unless and until such
Person complies with Section 12.3 in the case of an assignment
thereof or, in the case of any other transfer, a written notice
of the transfer is filed with the Agent. Any assignee or
transferee of the rights to any Loan or any Note agrees by
acceptance of such transfer or assignment to be bound by all the
terms and provisions of the Documents. Any request, authority or
consent of any Person, who at the time of making such request or
giving such authority or consent is the owner of the rights to
any Loan (whether or not a Note has been issued in evidence
thereof), shall be conclusive and binding on any subsequent
holder, transferee or assignee of the rights to such Loan.  Each
Borrower agrees that each Participant that is also a 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.
     12.2 Participation.
          12.2.1  Permitted Participants, Effect.  Any Lender
may, subject to the provisions of this Section 12.2.1, in the
ordinary course of its business and in accordance with
applicable law, at any time sell to one or more banks or other
entities ("Participants") participating interests in any Loan
owing to such Lender, any Note held by such Lender, any
Commitment of such Lender or any other interest of such Lender
under the Documents. In the event of any such sale by a Lender
of participating interests to a Participant, such Lender's
obligations under the Documents shall remain unchanged, such
Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, such Lender
shall remain the owner of its Loans and the holder of any Note
issued to it in evidence thereof for all purposes under the
Documents, all amounts payable by the Borrowers under this
Agreement shall be determined as if such Lender had not sold
such participating interests, and the Borrowers and the Agent
shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under the
Documents.
          12.2.2  Voting Rights.  Except for participations sold
to another Lender, each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment,
modification or waiver of any provision of the Documents other
than any amendment, modification or waiver with respect to any
Loan Facility or Commitment in which such Participant has an
interest which forgives principal, interest or fees or reduces
the interest rate or fees payable with respect to any such Loan
Facility or Commitment, extends the Facility Termination Date,
postpones any date fixed for any regularly-scheduled payment of
principal of, or interest or fees on, any such Loan Facility or
Commitment, releases any guarantor of any such Loan or releases
all or substantially all of the collateral, if any, securing any
such Loan.
          12.2.3  Benefit of Setoff.  Each Borrower agrees that
each Participant shall be   deemed to have the right of setoff
provided in Section 11.1 in respect of its participating
interest in amounts owing under the Documents to the same extent
as if the amount of its participating interest were owing
directly to it as a Lender under the Documents, provided that
each Lender shall retain the right of setoff provided in Section
11.1 with respect to the amount of participating interests sold
to each Participant. The Lenders agree to share with each
Participant, and each Participant, by exercising the right of
setoff provided in Section 11.1, agrees to share with each
Lender, any amount received pursuant to the exercise of its
right of setoff, such amounts to be shared in accordance with
Section 11.2 as if each Participant were a Lender.
     12.3 Assignments.
          12.3.1  Permitted Assignments.  Any Lender may, in the
ordinary course of its business and in accordance with
applicable law, at any time assign to one or more banks or other
entities ("Purchasers") all or any part of its rights and
obligations under the Documents. Such assignment shall be
substantially in the form of Exhibit F or in such other form as
may be agreed to by the parties thereto. The consent of every
Borrower and the Agent shall be required prior to an assignment
becoming effective with respect to a Purchaser which is not a
Lender or an Affiliate thereof; provided, however, that if an
Unmatured Default or a Default has occurred and is continuing,
the consent of the Borrowers shall not be required. Such consent
shall not be unreasonably withheld or delayed. Each such
assignment with  respect to a Purchaser which is not a Lender or
an Affiliate thereof shall (unless the Borrowers and the Agent
otherwise consent) be in an amount not less than the lesser of
(i) the Dollar Amount of $5,000,000 and (ii) the remaining
amount of the assigning Lender's Commitment (calculated as at
the date of such assignment) or outstanding Loans (if the
applicable Commitment has been terminated).
          12.3.2.  Effect, Effective Date.  Upon (i) delivery to
the Agent of a notice of assignment, substantially in the form
attached to Schedule 3 to Exhibit F hereto (a "Notice of
Assignment"), together with any consents required by Section
12.3.(i), and (ii) payment of a $4,000 fee to the Administrative
Agent for processing such assignment, such assignment shall
become effective on the effective date specified in such Notice
of Assignment. The Notice of Assignment shall contain a
representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Commitment and
Loans under the applicable assignment agreement constitutes
"plan assets" as defined under ERISA and that the rights and
interests of the Purchaser in and under the Documents will not
be "plan assets" under ERISA. On and after the effective date of
such assignment, such Purchaser shall for all purposes be a
Lender party to this Agreement and any other Document executed
by or on behalf of the Lenders and shall have all the rights and
obligations of a Lender under the Documents, to the same extent
as if it were all original party hereto, and no further consent
or action by any Borrower, the Lenders or the Administrative
Agent shall be required to release the transferor Lender with
respect to the percentage of the Aggregate Commitment and Loans
assigned to such Purchaser. Upon the consummation of any
assignment to a Purchaser pursuant to this Section 12.3.2, the
transferor Lender, the Administrative Agent and the Borrowers
shall, if the transferor Lender or the Purchaser desires that
its Loans be evidenced by Notes, make appropriate arrangements
so that new Notes or, as appropriate, replacement Notes are
issued to such transferor Lender and new Notes or, as
appropriate, replacement Notes, are issued to such Purchaser, in
each case in principal amounts reflecting their respective
Commitments, as adjusted pursuant to such assignment.
     12.4 Dissemination of Information.  Each Borrower
authorizes each Lender to disclose to any Participant or
Purchaser or any other Person acquiring an interest in the
Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's
possession concerning the creditworthiness of such Borrower and
its Subsidiaries, including without limitation any information
contained in any Reports; provided that each Transferee and
prospective Transferee agrees to be bound by Section 9.12 of
this Agreement.
     12.5 Tax Treatment.  If any interest in any Document is
transferred to any Transferee which is organized under the laws
of any jurisdiction other than the United States or any State
thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, to comply
with the provisions of Section 3.5(iv).

                                  ARTICLE 13

                                    NOTICES

     13.1 Notices.  Except as otherwise permitted by Section
2.14 with respect to borrowing notices, all notices, requests
and other communications to any party hereunder shall be in
writing (including telex, facsimile transmission or similar
writing) and shall be given to such party: (x) in the case of
any Borrower, any Lender or any Agent, at its address or
facsimile number set forth on the signature pages hereof, or (y)
in the case of any party, at such other address or facsimile
number as such party may hereafter specify for the purpose by
notice to the relevant Agent and each Borrower in accordance
with the provisions of this Section 13.1.

The Guarantor shall receive copies of all notices made to any
Borrower hereunder at the address and in the manner set forth in
the Guaranty.   Each such notice, request or other communication
shall be effective (i) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section
and confirmation of receipt is received, (ii) if given by mail,
72 hours after such communication is deposited in the mails with
first class postage prepaid, addressed as aforesaid, or (iii) if
given by any other means, when delivered (or, in the case of
telex or facsimile transmission, received) at the address
specified in this Section; provided that notices to the Agent
under Article 2 shall not be effective until received.

     13.2 Change of Address.  Any Borrower, any Agent, the
Guarantor and any Lender may each change the address for service
of notice upon it by a notice in writing to the other parties
hereto.

                                 ARTICLE 14

                                COUNTERPARTS

This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Agreement by signing
any such counterpart. This Agreement shall be effective when it
has been executed by each Borrower, the Agents and the Lenders
and each party has notified the Administrative Agent by
facsimile transmission or telephone that it has taken such
action.

                                 ARTICLE 15

                        CHOICE OF LAW, CONSENT TO
                  JURISDICTION; WAIVER OF JURY TRIAL

     15.1 CHOICE OF LAW.  THE DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING,
WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT
OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF
THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
     15.2 CONSENT TO JURISDICTION.  EACH BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN
CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY DOCUMENTS AND EACH BORROWER HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY
WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE
VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY LENDER TO BRING
PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY BORROWER AGAINST
ANY AGENTS OR ANY LENDER OR ANY AFFILIATE OF SUCH AGENT OR SUCH
LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY DOCUMENT SHALL
BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.
     15.3 WAIVER OF JURY TRIAL.  EACH BORROWER, THE AGENTS AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY DOCUMENT OR
THE RELATIONSHIP ESTABLISHED THEREUNDER.

IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agents
have executed this Agreement as of the date first above written.
BORROWERS:

                BURTEK SYSTEMS, INC.
                BY: \s\ William Garry
                TITLE: Treasurer
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950


                RICHARDSON ELECTRONICS CANADA, LTD.


                BY: \s\ William Garry
                TITLE: Treasurer
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950


                RICHARDSON ELECTRONICS (EUROPE), LTD.


                BY: \s\ William Garry
                TITLE: Director
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950

                RESA, SNC


                BY: \s\ William Garry
                TITLE: Co Gerant
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel: 630-208-2200
                Fax: 630-208-2950


                RICHARDSON ELECTRONIQUE SNC


                BY: \s\ William Garry
                TITLE: Co Gerant
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950


                RICHARDSON ELECTRONICS IBERICA, S.A.


                BY: \s\ William Garry
                TITLE: Managing Director, Presidente
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950



                RICHARDSON ELECTRONICS GMBH


                BY: \s\ William Garry
                TITLE: Gesellschaftsfuhrer
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950


                RICHARDSON ELECTRONICS BENELUX B.V.


                BY: \s\ William Garry
                TITLE: Managing and Supervising Director
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950


                    ADMINISTRATIVE AGENT

              AMERICAN NATIONAL BANK AND TRUST
                     COMPANY OF CHICAGO


                BY: \s\ Gregory H. Teegen
                TITLE:  Vice President
                120 S. LaSalle Street
                Suite 1201
                Chicago, Illinois 60603
                Attention:  Gregory H. Teegen
                Tel: 312-661-5687
                Fax: 312-661-5034



FUNDING AGENTS:

                BANK ONE, N.A., London Branch


                BY: \s\ Dot O'Flaherty
                TITLE: Vice President
                One Triton Square
                London
                NW1 3FN
                Attention:  Dot O'Flaherty
                Tel: 011-44-20-7903-4150
                Fax: 011-44-20-7903-4148


                BANK ONE CANADA


                BY: \s\ Colleen Delaney
                TITLE: Vice President
                BCE Place
                P.O. Box 613
                161 Bay Street
                Ste. 4240
                Toronto, Ontario
                M5J 2S1
                Attention:  Colleen Delaney
                Tel:(416) 365-5259
                Fax:(416) 363-7574


LENDERS:

Commitments

GBP 914,290     HARRIS TRUST AND SAVINGS BANK
                BY: \s\ Raymond Whitacre
                TITLE: Managing Director
                111 W. Monroe Street
                10 West
                Chicago, Illinois 60603
                Attention:  Raymond Whitacre
                Tel:(312) 461-3436
                Fax:(312) 293-5068


Commitments

CAD 8,457,140   BANK OF MONTREAL
                BY: \s\ Peter Harris
                TITLE: Portfolio Manager
                Vancouver Main Office
                595 Burrard Street
                Vancouver, B.C.
                V7X 1L7
                Attention:  Peter Harris
                Tel:(604) 665-7519
                Fax:(604) 665-7460

Commitments

CAD 6,342,860   NATIONAL CITY CANADA, INC.
                BY: \s\ Caroline Stade
                TITLE: Vice President and General Manager
                130 King Street West, Suite 1800
                P.O. Box 427
                Toronto, Ontario M5X 1E3
                Attention:  Caroline Stade
                Tel:  416-945-6642
                Fax:  416-945-6629


Commitments

GBP 685,710     NATIONAL CITY BANK
                BY: \s\ Michael A. Brothers
                TITLE: Vice President
                One North Franklin Street
                Suite 3600
                Chicago, Illinois 60606
                Attention:  Michael A. Brothers
                Tel:  312-384-4614
                Fax:  312-384-4618


Commitments

GBP 685,710     LASALLE BANK NATIONAL ASSOCIATION
                BY: \s\ Sam Dendrinos
                TITLE: Assistant Vice President
                231 S. LaSalle Street
                Suite 1127
                Chicago, Illinois 60603
                Attention:  Sam Dendrinos
                Tel:  312-904-2609
                Fax:  312-904-5483


Commitments
                LASALLE BUSINESS CREDIT,
                a division of ABN AMRO Bank Canada
CAD             6,342,860

                BY: \s\ Keith Hughes
                TITLE: Vice President
                Suite 1500
                Maritime Life Tower
                79 Wellington Street West
                P.O. Box 114
                Toronto Dominion Center
                Toronto, Ontario M5K 1G8
                Attention:  Keith Hughes
                Tel: (416) 365-2948
                Fax:  (416) 367-7943

Commitments

EUR 11,400,000  BANK ONE, N.A., London Branch
GBP    914,290

                BY: \s\ Dot O'Flaherty
                TITLE: Vice President
                One Triton Square
                London
                NW1 3FN
                Attention:  Dot O'Flaherty
                Tel: 011-44-20-7903-4150
                Fax: 011-44-20-7903-4148

Commitments

CAD   8,457,140 BANK ONE CANADA


                BY: \s\ Colleen Delaney
                TITLE: Vice President
                BCE Place
                P.O. Box 613
                161 Bay Street
                Ste. 4240
                Toronto, Ontario
                M5J 2S1
                Attention: Colleen Delaney
                Tel:(416) 365-5259
                Fax:(416) 363-7574



As part of and not in addition to Euro Commitment of Bank One,
N.A., London Branch pursuant to Section 2.17.1 of the Agreement
                FIRST CHICAGO, LTD.


                BY: \s\ Dot O'Flaherty
                TITLE: Authorized Signatory
                c/o Bank One, N.A., London Branch
                One Triton Square
                London
                NW1 3FN
                Attention:  Dot O'Flaherty
                Tel: 011-44-20-7903-4150
                Fax: 011-44-20-7903-4607



                      PRICING SCHEDULE
APPLICABLE     LEVEL I  LEVEL II  LEVEL III LEVEL IV
  MARGIN        STATUS   STATUS     STATUS   STATUS
- ------------   -------  --------  --------- --------
Eurocurrency
  Rate           1.00%     1.25%      1.50%    1.75%
BA Rate          1.00%     1.25%      1.50%    1.75%


For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this
Schedule:

"Financials" means the annual or quarterly financial statements
of the Guarantor delivered pursuant to the Guaranty.

"Level I Status" exists at any date if, as of the last day of
the fiscal quarter of the Guarantor referred to in the most
recent Financials, the Senior Funded Debt to Cash Flow Ratio is
less than 1.00 to 1.00.

"Level II Status" exists at any date if, asof the last day of
the fiscal quarter of the Guarantor referred to in the most
recent Financials, (i) the Guarantor has not qualified for Level
I Status and (ii) the Senior Funded Debt to Cash Flow Ratio is
less than or equal to 1.50 to 1.00.

"Level III Status" exists at any date if, as of the last day of
the fiscal quarter of the Guarantor referred to in the most
recent Financials, (i) the Guarantor has not qualified for Level
I Status or Level II Status and (ii) the Senior Funded Debt to
Cash Flow Ratio is less than 2.00 to 1.00.

"Level IV Status" exists at any date if the Guarantor has not
qualified for Level I Status, Level II Status or Level III
Status.

"Status" means, at any date of determination, whichever of Level
I Status, Level 11 Status, Level III Status or Level IV Status
exists at such time.

The Applicable Margin set forth above shall be subject to
adjustment (upwards or downwards, as appropriate) based on the
Guarantor's Status as at the end of each fiscal quarter in
accordance with the table set forth above.  The Guarantor's
Status as at the last day of each fiscal quarter shall be
determined from the then most recent annual or quarterly
financial statements of the Guarantor delivered by the Guarantor
pursuant to the Guaranty and the Compliance Certificate
delivered by the Borrower pursuant to the Guaranty.  The
adjustment, if any, to the Applicable Margin shall be effective
commencing five (5) days after the delivery to the Lenders of
such financial statements and Compliance Certificate.  In the
event that the Guarantor shall at any time fail to furnish to
the Lenders such financial statements and Compliance Certificate
within the time limitations specified by the Guaranty, then the
maximum Applicable Margin shall apply from the date of such
failure until the fifth (5th) day after such financial
statements and Compliance Certificate are so delivered.
Notwithstanding anything to the contrary contained herein, the
Guarantor's Status from the date of this Agreement to and
including the later of (i) August 31, 2000 or (ii) five (5) days
after the delivery to the Lenders of the May 31, 2000 financial
statements of the Guarantor accompanied by a current Compliance
Certificate, shall be deemed to be Level III Status.

                           EXHIBIT A
                              NOTE
                                                       [Date]
__________________, a __________________ (the "Borrower"),
promises to pay to the order of__________________ (the "Lender")
the aggregate unpaid principal amount of all Loans made by the
Lender to the Borrower pursuant to Article 2 of the Agreement
(as hereinafter defined), in immediately available funds at the
place specified pursuant to Article 2 of the Agreement, together
with interest on the unpaid principal amount hereof at the rates
and on the dates set forth in the Agreement.  The Borrower shall
pay the principal of and accrued and unpaid interest on the
Loans in full on the Facility Termination Date.
The Lender shall, and is hereby authorized to, record on the
schedule attached hereto, or to otherwise record in accordance
with its usual practice, the date and amount of each Loan and
the date and amount of each principal payment hereunder.
This Note is one of the Notes issued pursuant to, and is
entitled to the benefits of, the Revolving Credit Agreement
dated as of July 1, 2000 (which, as it may be amended or
modified and in effect from time to time, is herein called the
"Agreement"), among the Borrowers party thereto, the lenders
party thereto, including the Lender, American National Bank and
Trust Company of Chicago, as Administrative Agent, Bank One,
N.A., London Branch as Eurocurrency Agent, and Bank One Canada,
as Canada Agent, to which Agreement reference is hereby made for
a statement of the terms and conditions governing this Note,
including the terms and conditions under which this Note may be
prepaid or its maturity date accelerated.  This Note is
guaranteed pursuant to the Guaranty, all as more specifically
described in the Agreement, and reference is made thereto for a
statement of the terms and provisions thereof.  Capitalized
terms used herein and not otherwise defined herein are used with
the meanings attributed to them in the Agreement.
                         ______________________________________
By: ___________________________________
Print Name: ____________________________
Title: __________________________________



         SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                              TO
NOTE OF __________________,
DATED _____________


              Principal      Maturity   Principal
              Amount of     Interest      Amount      Unpaid
  Date          Loan        Period        Paid       Balance
- --------      ---------     ---------   ---------     -------









                             EXHIBIT B
                        BORROWING NOTICE

DATE: [      ]

TO:  [Funding Agent]

      Fax:
      Attention:

Dear Sir:

The undersigned, [Name of the Borrower] (the "Borrower"), refers
to that certain Revolving Credit Agreement dated as of July 1,
2000 (as it may be amended, supplemented, restated or otherwise
modified from time to time, the "Credit Agreement", the terms
defined therein being used herein as therein defined), by and
among the Borrower, together with the other parties designated
as the "Borrowers" therein, the lenders from time to time
parties hereto (each, a "Lender" and collectively, the
"Lenders"), Bank One , N.A. London Branch, as Euro Agent, Bank
One Canada, as Canada Agent, and American National Bank and
Trust Company of Chicago, as Administrative Agent.  The Borrower
hereby gives you notice, irrevocably, pursuant to Section 2.6 of
the Credit Agreement, that the Borrower hereby requests an
Advance under the Credit Agreement, and in that connection sets
forth below the information relating to such Advance (the
"Proposed Advance") as required by Section 2.6  of the Credit
Agreement:

     (i) The Business Day of the Proposed Advance is __________,
____.

     (ii)     The Type of Advance is [Eurocurrency Rate
Advances] [BA Rate Advances] [Prime Advances].

     (iii)     The aggregate amount of the Proposed Advance is
[Applicable Currency] ______________.

     (iv)     [If the Type of Advances comprising the Proposed
Advance is Eurocurrency Rate Advances or BA Rate Advances:] The
Interest Period for each Advance made as part of the Proposed
Advance is _____ [month(s)] [days].

     (v)     Proceeds of the Proposed Advance are to be wire
transferred to the account(s) of the following person(s) at the
financial institution(s) listed below:


                          Person to be Paid
- --------------------------------------------------------
                                        Name and Address
Amount       Name      Account No.        of Transferee
- ------      -------    -----------      ----------------





The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the
Proposed Advance:
     (A) the representations and warranties contained in Article
5 of the Credit Agreement are correct, before and after giving
effect to the Proposed Advance and to the application of the
proceeds therefrom, as though made on and as of such date,
except to the extent that any such representation or warranty
expressly relates only to an earlier date, in which case they
were correct as of such earlier date; and

     (B) no event has occurred and is continuing, or will result
from such Proposed Advance or from the application of the
proceeds therefrom, which constitutes a Default or an Unmatured
Default.

                                       Very truly yours,

                                       [NAME OF BORROWER]


                                        By:
                                        Name:
                                        Title:



                                EXHIBIT C

                         CONTINUATION NOTICE

DATE: [   ]

TO:  [Funding Agent]

Fax:
Attention:

Dear Sir:

We refer to Section 2.7.1 of the Revolving Credit Agreement,
dated as of July 1, 2000, by and among the parties designated as
the "Borrowers" therein, the lenders from time to time parties
hereto, Bank One, N.A. London and Bank One Canada, as Funding
Agents, and American National Bank and Trust Company of Chicago,
as Administrative Agent (the "Credit Agreement").  Unless
otherwise defined herein, capitalized terms used herein have the
meanings given to them in the Credit Agreement.

We hereby confirm our request that the present outstanding
Advance be continued at maturity, effective the last day of the
applicable Interest Period in accordance with Section 2.7.1 in
the form of an Advance in the amount of [________] maturing
[_______] for a new Interest Period terminating on [_______].

The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the effective
date of the continuation:
(A) the representations and warranties contained in Article 5 of
the Credit Agreement are correct, before and after giving effect
to the continuation and to the application of the proceeds
therefrom, as though made on and as of such date, except to the
extent that any such representation or warranty expressly
relates only to an earlier date, in which case they were correct
as of such earlier date; and

(B) no event has occurred and is continuing, or will result from
such continuation or from the application of the proceeds
therefrom, which constitutes a Default or an Unmatured Default.
[BORROWER]


Name:
Title:
                                                            c/s

Name:
Title:


                              EXHIBIT D

                            ROLLOVER NOTICE

DATE:  [   ]

TO:

Fax:
Attention:


Dear Sir:

We refer to Section 2.7 of the Revolving Credit Agreement, dated
as of July 1, 2000, by and among Burtek Systems, Inc., a
Canadian corporation, Richardson Electronics Canada, Ltd., a
Canadian corporation; Richardson Electronics (Europe) Ltd., an
English limited liability company; RESA, SNC, a French
partnership, Richardson Electronique France 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; the lenders from time to time
parties hereto, American National Bank and Trust Company of
Chicago, as Administrative Agent, Bank One, N.A., London Branch,
as Eurocurrency Agent and Bank One Canada, as Canada Agent, (the
"Credit Agreement").  Unless otherwise defined herein,
capitalized terms used herein have the meanings given to them in
the Credit Agreement.

We hereby confirm our request that the present outstanding
Advances by way of BA Rate Advance be rolled over at maturity,
effective the last day of the applicable BA Interest Period in
accordance with Section 2.7 in the form of a new BA Rate Advance
the amount of CAD [________] maturing [_______] for a new BA
Interest Period terminating on [_______].

As of the date hereof no Default has occurred and is continuing
which has not been waived nor has any event occurred and is
continuing which would, with the giving of notice or the passage
of time or both, constitute a Default.


                                         [CANADA-BORROWER]


                                         Name:
                                         Title:
                                         c/s


                                         Name:
                                         Title:


                                EXHIBIT E

                           NOTICE OF CONVERSION

DATE: [  ]

TO: [   ]

Dear Sir:

We refer to Section 2.7 of the Revolving Credit Agreement, dated
as of July 1, 2000, by and among Burtek Systems, Inc., a
Canadian corporation, Richardson Electronics Canada, Ltd., a
Canadian corporation; Richardson Electronics (Europe) Ltd., an
English limited liability company; RESA, SNC, a French
partnership, Richardson Electronique, 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; the lenders from time to time parties hereto,
American National Bank and Trust Company of Chicago, as
Administrative Agent, Bank One, N.A., London Branch, as
Eurocurrency Agent and Bank One Canada as Canada Agent (the
"Credit Agreement").  Unless otherwise defined herein,
capitalized terms used herein have the meanings given to them in
the Credit Agreement.

We hereby give notice of our irrevocable request for a
conversion of Advances pursuant to Section 2.7.

We have outstanding CAD _________ by way of [Prime Advance, BA
Rate Advance] [in the case of a BA Rate Advance] expiring
____________.]  Please convert CAD _________ outstanding by way
of [Prime Advance, BA Rate Advance] into a _____________ [Prime
Advance, BA Rate Advance] on the ______ day of ___________,
_____, in the principal amount(s) of CAD__________.
As of the date hereof no Default has occurred and is continuing
which has not been waived nor has any event occurred and is
continuing which would, with the giving of notice or the passage
of time or both, constitute a Default.

                                       [NAME OF CANADA-BORROWER]


                                       Name:
                                       Title:
                                                            c/s
                                       Name:
                                       Title:


                                EXHIBIT F
                           ASSIGNMENT AGREEMENT

This Assignment Agreement (this "Assignment Agreement") between
____________________________ (the "Assignor") and
__________________ (the "Assignee") is dated as of
__________________, _____.  The parties hereto agree as follows:
     1.  PRELIMINARY STATEMENT.  The Assignor is a party to a
Revolving Credit Agreement (which, as it may be amended,
modified, renewed or extended from time to time is herein called
the "Credit Agreement") described in Item I of Schedule 1
attached hereto ("Schedule 1").  Capitalized terms used herein
and not otherwise defined herein shall have the meanings
attributed to them in the Credit Agreement.
     2.  ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells
and assigns to the Assignee, and the Assignee hereby purchases
and assumes from the Assignor, an interest in and to the
Assignor's rights and obligations under the Credit Agreement and
the other Documents, such that after giving effect to such
assignment the Assignee shall have purchased pursuant to this
Assignment Agreement the percentage interest specified in Item 3
of Schedule 1 of all outstanding rights and obligations under
the Credit Agreement and the other Documents relating to the
facilities listed in Item 3 of Schedule 1. The aggregate
Commitment (or Loans, if the applicable Commitment has been
terminated) purchased by the Assignee hereunder is set forth in
Item 4 of Schedule 1.
     3.  EFFECTIVE DATE. The effective date of this Assignment
Agreement (the "Effective Date") shall be the later of the date
specified in Item 5 of Schedule 1 or five (5) Business Days (or
such shorter period agreed to by the Agent) after this
Assignment Agreement, together with any consents required under
the Credit Agreement, are delivered to the Agent. In no event
will the Effective Date occur if the payments required to be
made by the Assignee to the Assignor on the Effective Date are
not made on the proposed Effective Date.
     4.  PAYMENT OBLIGATIONS.  In consideration for the sale and
assignment of Loans hereunder, the Assignee shall pay the
Assignor, on the Effective Date, the amount agreed to by the
Assignor and the Assignee. On and after the Effective Date, the
Assignee shall be entitled to receive from the Agent all
payments of principal, interest and fees with respect to the
interest assigned hereby. The Assignee will promptly remit to
the Assignor any interest on Loans and fees received from the
Agent which relate to the portion of the Commitment or Loans
assigned to the Assignee hereunder for periods prior to the
Effective Date and not previously paid by the Assignee to the
Assignor. In the event that either party hereto receives any
payment to which the other party hereto is entitled under this
Assignment Agreement, then the party receiving such amount shall
promptly remit it to the other party hereto.
     5.  RECORDATION FEE.  The Assignor and Assignee each agree
to pay one-half of the recordation fee required to be paid to
the Agent in connection with this Assignment Agreement unless
otherwise specified in Item 6 of Schedule 1.
     6.  REPRESENTATIONS OF THE ASSIGNOR, LIMITATIONS ON THE
ASSIGNOR'S LIABILITY.  The Assignor represents and warrants that
(i) it is the legal and beneficial owner of the interest being
assigned by it hereunder, (ii) such interest is free and clear
of any adverse claim created by the Assignor and (iii) the
execution and delivery of this Assignment Agreement by the
Assignor is duly authorized. It is understood and agreed that
the assignment and assumption hereunder are made without
recourse to the Assignor and that the Assignor makes no other
representation or warranty of any kind to the Assignee. Neither
the Assignor nor any of its officers, directors, employees,
agents or attorneys shall be responsible for (i) the due
execution, legality, validity, enforceability, genuineness,
sufficiency or collectability of any Document, including without
limitation, documents granting the Assignor and the other
Lenders a security interest in assets of any Borrower or any
guarantor, (ii) any representation, warranty or statement made
in or in connection with any of the Documents, (iii) the
financial condition or creditworthiness of any Borrower or any
guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Documents, (v) inspecting any
of the property, books or records of any Borrower, (vi) the
validity, enforceability, perfection, priority, condition, value
or sufficiency of any collateral securing or purporting to
secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans
or the Documents.

     7.  REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE.  The
Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements
requested by the Assignee and such other documents and
information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement,
(ii) agrees that it will, independently and without reliance
upon the Agent, the Assignor or any other Lender and based on
such documents and information at it shall deem appropriate at
the time, continue to make its own credit decisions in taking or
not taking action under the Documents, (iii) appoints and
authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under the Documents as are delegated
to the Agent by the terms thereof, together with such powers as
are reasonably incidental thereto, (iv) confirms that the
execution and delivery of this Assignment Agreement by the
Assignee is duly authorized, (v) agrees that it will perform in
accordance with their terms all of the obligations which by the
terms of the Documents are required to be performed by it as a
Lender, (vi) agrees that its payment instructions and notice
instructions are as set forth in the attachment to Schedule 1,
(vii) confirms that none of the funds, monies, assets or other
consideration being used to make the purchase and assumption
hereunder are "plan assets" as defined under ERISA and that its
rights, benefits and interests in and under the Documents will
not be "plan assets" under ERISA, (viii) agrees to indemnify and
hold the Assignor harmless against all losses, costs and
expenses (including, without limitation, reasonable attorneys'
fees) and liabilities incurred by the Assignor in connection
with or arising in any manner from the Assignee's non-
performance of the obligations assumed under this Assignment
Agreement, and (ix) if applicable, attaches the forms prescribed
by the Internal Revenue Service of the United States certifying
that the Assignee is entitled to receive payments under the
Documents without deduction or withholding of any United States
federal income taxes.
     8.  GOVERNING LAW.  This Assignment Agreement shall be
governed by the internal law, and not the law of conflicts, of
the State of Illinois.
     9.   NOTICES.  Notices shall be given under this Assignment
Agreement in the manner set forth in the Credit Agreement. For
the purpose hereof, the addresses of the parties hereto (until
notice of a change is delivered) shall be the address set forth
in the attachment to Schedule 1.
     10. COUNTERPARTS, DELIVERY BY FACSIMILE.  This Assignment
Agreement may be executed in counterparts. Transmission by
facsimile of an executed counterpart of this Assignment
Agreement shall be deemed to constitute due and sufficient
delivery of such counterpart and such facsimile shall be deemed
to be an original counterpart of this Assignment Agreement.
IN WITNESS WHEREOF, the duly authorized officers of the parties
hereto have executed this Assignment Agreement by executing
Schedule 1 hereto as of the date first above written.


                             SCHEDULE 1
                     to Assignment Agreement

1.     Description and Date of Credit Agreement:
2.     Date of Assignment Agreement: _________, ____:
3.     Amounts (As of Date of Item 2 above):
     a. Assignee's percentage of each Facility purchased under
the Assignment Agreement**  ______%



     b. Amount of each Facility purchased under the Assignment
Agreement*** ____




4. Assignee's Commitment purchased hereunder:____
5. Proposed Effective Date:       _________________

Accepted and Agreed:
[NAME OF ASSIGNOR]               [NAME OF ASSIGNEE]
By:  _____________________________     By:
________________________
Title:____________________________Title:_______________________

         Attachment to SCHEDULE I to ASSIGNMENT AGREEMENT
             ADMINISTRATIVE INFORMATION SHEET

  Attach Assignor's Administrative Information Sheet, which must
    include notice addresses for the Assignor and the Assignee
                 (Sample form shown below)

                    ASSIGNOR INFORMATION
Contact:
Name:_______________________________ Telephone No.:_____________
Fax No.:  __________________________ Telex No.: ________________
                                     Answerback:________________
Payment Information:
Name & ABA # of Destination Bank:______________________________

                                 ______________________________

Account Name & Number for Wire Transfer:  _____________________

                                          _____________________
Other Instructions:
_______________________________________________________
________________________________________________________________
Address for Notices for Assignor:
________________________________________________________________
________________________________________________________________
ASSIGNEE INFORMATION
Credit Contact:
Name:  ___________________________      Telephone No.:
_____________
Fax No.:  _________________________ Telex No.: _________________
                                    Answerback:_________________
Key Operations Contacts:
Booking Installation: ______________ Booking Installation:______
Name: __________________________     Name: _____________________
Telephone No.: ___________________       Telephone No.:
____________
Fax No.: ________________________    Fax No.: __________________
Telex No.: _______________________     Telex No.:
_______________
Answerback: _____________________     Answerback:
_________________
Payment Information:

Name & ABA # of Destination Bank:_______________________________
     ________________________________________________
Account Name & Number for Wire Transfer:______________________
Other Instructions: ____________________________________________
________________________________________________________________
Address for Notices for Assignee:  _____________________________

________________________________________________

________________________________________________

AGENT INFORMATION
Assignee will be called promptly upon receipt of the signed
agreement.
Administrative Agent Information:
Initial Funding Contact:           Subsequent Operations
Contact:
Name:     _________________  Name:______________________________
Telephone No.: (312)_______  Telephone No.: (312) ________
Fax No.: (312)_____________  Fax No.:  (312)     ________
                             ANB Telex No.:
Eurocurrency Agent Information:
Initial Funding Contact:     Subsequent Operations Contact:
Name:___________________     Name:_____________________________
Telephone No.: (312)___      Telephone No.: (312)     ____
Fax No.:  (312)___           Fax No.:  (312)     ____
                             ANB Telex No.:
Canada Agent Information:
Initial Funding Contact:         Subsequent Operations Contact:
Name: _____________________  Name:_____________________________
Telephone No.: (312)_______  Telephone No.: (312)_____________
Fax No.:  (312)____________  Fax No.: (312) __________
                             ANB Telex No.:

Initial Funding Standards:
Eurocurrency Rate Advances (other than in GBP) and BA Rate
Advances -  Fund 2 Business Days after rates are set.

Advances denominated in GBP - Fund same Business Day rates are
set.

Prime Advances - Fund 1 Business Day after rates are set.

Administrative Agent Wire Instructions:

Address for Notices to Administrative Agent:

Eurocurrency Agent Wire Instructions:

Address for Notices to Eurocurrency Agent:

Canada Agent Wire Instructions:

Address for Notices to Canada Agent:


                              EXHIBIT G
                     FORM OF BORROWER OPINION

The Agent and the Lenders who are parties to the
Revolving Credit Agreement described below.

Gentlemen/Ladies:

We are counsel for [name of the Borrower] (the "Borrower"), and
have represented the Borrower in connection with its execution
and delivery of a Revolving Credit Agreement dated as of July 1,
2000 (the "Agreement") among the Borrower, the parties
designated as the "Borrowers" therein, the Lenders named
therein, American National Bank and Trust Company of Chicago, as
Administrative Agent, Bank One, N.A., London Branch, as
Eurocurrency Agent, and Bank One Canada as Canada Agent and
providing for Advances in an aggregate principal amount not
exceeding CAD 29,600,000; EUR11,400,000; and GBP 3,200,000, at
any one time outstanding. All capitalized terms used in this
opinion and not otherwise defined herein shall have the meanings
attributed to them in the Agreement.

We have examined the Borrower's [describe, if applicable,
appropriate evidence of authority to enter into the transaction
and constitutive documents, articles, statuts, etc.] (the
"Constitutive Documents") of Borrower, the Documents and such
other matters of fact and law which we deem necessary in order
to render this opinion. Based upon the foregoing, it is our
opinion that:
     1. Each of the Borrower and its Subsidiaries is a
corporation, partnership or limited liability company duly and
properly incorporated or organized, as the case may be, validly
existing and (to the extent such concept applies to such entity)
in good standing under the laws of its jurisdiction of
incorporation or organization and has all requisite authority to
conduct its business in each jurisdiction in which its business
is conducted.
     2. The execution and delivery by the Borrower of the
Documents and the performance by the Borrower of its obligations
thereunder have been duly authorized by such proper corporate
proceedings (if any) on the part of the Borrower as may be
required under the laws of Borrower's jurisdiction of
organization and Borrower's Constitutive Documents and will not:
          (a)     require any consent of the Borrowers
shareholders or members (other than any such consent as has
already been given and remains in full force and effect);
          (b)     violate (i) any law, rule, regulation, order,
writ, judgment, injunction, decree or award known to us after
due inquiry to be binding on the Borrower or any of its
Subsidiaries or (ii) the Borrower's or any Subsidiary's
Constitutive Documents, as the case may be, or (iii) the
provisions of any indenture, instrument or agreement known to us
after due inquiry to which the Borrower or any of its
Subsidiaries is a party or is subject, or by which it, or its
Property, is bound, or conflict with or constitute a default
thereunder; or
          (c)     result in, or require, the creation or
imposition of any Lien in, of or on the Property of the Borrower
or a Subsidiary pursuant to the terms of any indenture,
instrument or agreement known to us after due inquiry to be
binding upon the Borrower or any of its Subsidiaries.
     3. The Documents have been duly executed and delivered by
the Borrower and constitute legal, valid and binding obligations
of the Borrower enforceable against the Borrower in accordance
with their terms except to the extent the enforcement thereof
may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and
subject also to the availability of equitable remedies if
equitable remedies are sought.
     4. To the best of our knowledge after due inquiry, there is
no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or threatened against the Borrower
or any of its Subsidiaries which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect.
     5. No order, consent, adjudication, approval, license,
authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect
of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by the Borrower
or any of its Subsidiaries, is required to be obtained by the
Borrower or any of its Subsidiaries in connection with the
execution and delivery of the Documents, the borrowings under
the Agreement, the payment and performance by the Borrower of
the Obligations, or the legality, validity, binding effect or
enforceability of any of the Documents.
     6. (i) The governing law clause, subjecting the Documents
to Illinois law, are valid under the law of the Borrower's
country.
        (ii) Under the law of the Borrower's country, Illinois
law will be applied to any agreement such as the Documents,
which under the law of the Borrower's country have been validly
subjected to Illinois law, except to the extent that any term of
such agreements or any provision of Illinois law applicable to
such Documents violates an important public policy of the
Borrower's country.
        (iii) None of the terms of the Documents violates an
important public policy of the Borrower' s country.
(iv)     Assuming that the Documents are legal, valid, binding
and enforceable under Illinois law, the Documents are
enforceable against the Borrower in accordance with their
respective terms under the laws, including the civil procedure
rules, of the Borrower's country, except that the enforceability
of the Documents may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally.
     7. A final and conclusive judgment (even though subject to
appeal) for a definite sum awarded against the Borrower by an
Illinois State or a United States Federal court sitting in
Illinois will be enforced, without re-examination or re-
litigation of the matters adjudicated, by the courts of the
Borrower's country, provided that (i) the judgment was not
obtained by fraud, (ii) enforcement of the judgment would not be
contrary to the public policy of the Borrower's country, (iii)
the judgment is not inconsistent with a judgment of a court in
the Borrower's country in respect of the same matter, (iv) the
judgment is not for multiple damages and (v) enforcement
proceedings are instituted within _____ after the date of the
judgment.
     8. There is no tax, levy, impost, deduction, charge or
withholding imposed by the Borrower's country or any political
subdivision or taxing authority thereof or therein either (i) on
or by virtue of the execution or delivery of the Documents or
any other document to be furnished thereunder or (ii) on any
payment to be made by the Borrower pursuant to the Documents.
     9. To ensure the validity and enforceability or
admissibility in evidence of the Documents in the courts of the
Borrower' s country, it is not necessary that the Documents or
any other document be filed or recorded with any governmental,
administrative or other authority or court in the Borrower's
country or that any stamp or similar tax be paid on or in
respect of the Documents.
This opinion may be relied upon by the Agents, the Lenders and
their participants, assignees and other transferees.
                                      Very truly yours,




                              EXHIBIT H

           LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION
To American National Bank and Trust Company of Chicago,
as Administrative Agent (the "Administrative Agent"), Bank One,
N.A., London Branch (the "Eurocurrency Agent"), Bank One Canada
(the "Canada Agent")  under the Revolving Credit Agreement
Described Below.
Re:     Revolving Credit Agreement, dated July 1, 2000 (as the
same may be amended or modified, the "Credit Agreement"), among
Burtek Systems, Inc., Richardson Electronics Canada, Ltd.,
Richardson Electronics (Europe) Ltd., RESA, SNC, Richardson
Electronique, Richardson Electronics Iberica, S.A., Richardson
Electronics GmbH, Richardson Electronics Benelux B.V., (each, a
"Borrower" and collectively the "Borrowers"), the Lenders named
therein, the Administrative Agent, the Eurocurrency Agent and
the Canada Agent.  The Administrative Agent, the Eurocurrency
Agent and the Canada Agent are collectively hereinafter referred
to as the "Agents" and each individually an "Agent."
Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned thereto in the Credit
Agreement.

The relevant Agent is specifically authorized and directed to
act upon the following standing money transfer instructions with
respect to the proceeds of Advances or other extensions of
credit from time to time until receipt by the relevant Agent of
a specific written revocation of such instructions by any
Borrower, provided, however, that the relevant Agent may
otherwise transfer funds as hereafter directed in writing by
such Borrower in accordance with Section 13.1 of the Credit
Agreement or based on any telephonic notice made in accordance
with Section 2.14 of the Credit Agreement.

Facility Identification Number(s) ______________________________
Customer/Account Name__________________________________________
Transfer Funds To  __________________________________________
     ___________________________________________________________
For Account No._________________________________________
Reference/Attention To ________________________________________
Authorized Officer (Customer Representative)     Date
_____________

(Please Print)                                   Signature
Bank Officer Name                              Date
(Please Print)                               Signature

                             EXHIBIT I
                   FORM OF GUARANTOR OPINION
The Agents and the Lenders who are parties to the
Revolving Credit Agreement described below.

Gentlemen/Ladies:

We are counsel for Richardson Electronics, Ltd. (the
"Guarantor"), and have represented the Guarantor in connection
with its execution and delivery of a Guaranty dated as of July
1, 2000 (the "Guaranty") entered into pursuant to that certain
Revolving Credit Agreement among the parties designated as the
"Borrowers" therein (collectively, the "Borrowers" and each
individually a "Borrower"), the Lenders named therein, Bank One,
N.A. London and Bank One Canada, as Funding Agents, and American
National Bank and Trust Company of Chicago, as Administrative
Agent (the "Agreement").  We are also Illinois counsel to the
Borrowers on this matter.  Pursuant to the Agreement, the
Lenders agreed to provide for Advances in an aggregate principal
amount not exceeding CAD 29,600,000; EUR11,400,000; and GBP
3,200,000, at any one time outstanding. All capitalized terms
used in this opinion and not otherwise defined herein shall have
the meanings attributed to them in the Agreement.
We have examined the Guarantor's [describe constitutive
documents of Guarantor and appropriate evidence of authority to
enter into the transaction], the Guaranty, the Agreement and
other Documents and such other matters of fact and law which we
deem necessary in order to render this opinion. In connection
with opinion 4, we understand you have received the opinions of
each Borrower's counsel in connection with the existence and
authority of each Borrower to execute, deliver and perform its
obligations under the Agreement and for purposes of such opinion
we have assumed such valid existence and authority. Based upon
the foregoing, it is our opinion that:

     1.  The Guarantor is a corporation duly and properly
incorporated, validly existing and in good standing under the
laws of the State of Delaware and has all requisite authority to
conduct its business in each jurisdiction in which its business
is conducted.

     2.  The execution and delivery by the Guarantor of the
Guaranty and the performance by the Guarantor of its obligations
thereunder have been duly authorized by such proper corporate
proceedings on the part of the Guarantor and will not:

          (a) require any consent of the Guarantor's
stockholders (other than any such consent as has already been
given and remains in full force and effect);
          (b) violate (i) any law, rule, regulation, order,
writ, judgment, injunction, decree or award known to us after
due inquiry to be binding on the Guarantor or (ii) the
Guarantor's certificate of incorporation or by-laws, or (iii)
the provisions of any indenture, instrument or agreement known
to us after due inquiry to which the Guarantor is a party or is
subject, or by which it, or its Property, is bound, or conflict
with or constitute a default thereunder; or
          (c) result in, or require, the creation or imposition
of any Lien in, of or on the Property of the Guarantor pursuant
to the terms of any indenture, instrument or agreement known to
us after due inquiry to be binding upon the Guarantor.
     3. The Guaranty has been duly executed and delivered by the
Guarantor and constitutes the legal, valid and binding
obligation of the Guarantor enforceable against the Guarantor in
accordance with its terms except to the extent the enforcement
thereof may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and
subject also to the availability of equitable remedies if
equitable remedies are sought.

     4. The Agreement has been duly executed and delivered by
each Borrower and constitutes the valid and binding obligation
of each Borrower, in accordance with its terms except to the
extent the enforcement thereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of
creditors' rights generally and subject also to the availability
of equitable remedies if equitable remedies are sought.

     5. To the best of our knowledge after due inquiry, there is
no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, threatened against the
Guarantor which, if adversely determined, could reasonably be
expected to have a Material Adverse Effect.

     6. No order, consent, adjudication, approval, license,
authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect
of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by the
Guarantor, is required to be obtained by the Guarantor in
connection with the execution and delivery of the Guaranty, the
borrowings under the Agreement, the payment and performance by
the Guarantor of the Obligations, or the legality, validity,
binding effect or enforceability of any of the Documents.

This opinion may be relied upon by the Agents, the Lenders and
their participants, assignees and other transferees.
                                       Very truly yours,


                          EXHIBIT J
                   COMPLIANCE CERTIFICATE
To:     The Lenders parties to the
     Revolving Credit Agreement Described Below
This Compliance Certificate is furnished pursuant to that
certain Revolving Credit Agreement dated as of July 1, 2000 (as
amended, modified, renewed or extended from time to time, the
"Agreement") among Burtek Systems, Inc., Richardson Electronics
Canada, Ltd., Richardson Electronics (Europe) Ltd., RESA, SNC,
Richardson Electronique, Richardson Electronics Iberica, S.A.,
Richardson Electronics GmbH, Richardson Electronics Benelux
B.V., (each, a "Borrower, and collectively, the "Borrowers"),
the lenders party thereto, American National Bank and Trust
Company of Chicago, as Agent for the Lenders, the Eurocurrency
Agent and the Canada Agent.  The Administrative Agent, the
Eurocurrency Agent and the Canada Agent are collectively
hereinafter referred to as the "Agents" and each individually an
"Agent."  Unless otherwise defined herein, capitalized terms
used in this Compliance Certificate have the meanings ascribed
thereto in the Agreement.
     THE UNDERSIGNED HEREBY CERTIFIES THAT:

     1. I am the duly elected _____________ of [name of
Borrower];

     2. I have reviewed the terms of the Agreement and I have
made, or have caused to be made under my supervision, a detailed
review of the transactions and conditions of [name of Borrower]
and its Subsidiaries during the accounting period covered by the
attached financial statements;
     3. The examinations described in paragraph 2 did not
disclose, and I have no knowledge of, the existence of any
condition or event which constitutes a Default or Unmatured
Default during or at the end of the accounting period covered by
the attached financial statements or as of the date of this
Certificate, except as set forth below; and
     4. Schedule I attached hereto sets forth the various
reports and deliveries which are required at this time under the
Agreement and the other Documents and the status of compliance.
Described below are the exceptions, if any, to paragraph 3 by
listing, in detail, the nature of the condition or event, the
period during which it has existed and the action which the
[name of Borrower] has taken, is taking, or proposes to take
with respect to each such condition or event:
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________
The foregoing certifications, together with the computations set
forth in Schedule I and Schedule II hereto and the financial
statements delivered with this Certificate in support hereof,
are made and delivered this ___ day of _______, ___.

____________________________________

               SCHEDULE I TO COMPLIANCE CERTIFICATE
               Reports and Deliveries Currently Due


                           SCHEDULE 1
                         PAYMENT OFFICES



BANK ONE, N.A., London Branch
One Triton Square
London
NW1 3FN
Attention:  Dot O'Flaherty
Tel:       011-44-20-7903-4150
Fax:       011-44-20-7903-4148


BANK ONE CANADA
BCE Place
P.O. Box 613
161 Bay Street
Ste. 4240
Toronto, Ontario
M5J 2S1
Attention:  Colleen Delaney
Tel:     (416) 365-5259
Fax:     (416) 363-7574



                                SCHEDULE 2

LENDING INSTALLATIONS

Bank One, NA, Frankfurt Branch
Niederlassung Frankfurt am Main
Hochstr. 35-37
60313 Frankfurt
Germany

Contact 1:     Karl-Friedrich "Fritz" Rieger
Phone:          + 49-69-2998760
Fax:          + 49-69-283840

Contact 2:     Martina Heckroth
Phone:          + 49-69-29987646
Fax:          + 49-69-29987680







SCHEDULE 5.8
SUBSIDIARIES AND OTHER INVESTMENTS
(See Sections 5.7 and 6.14)
Investment
In
Jurisdiction of Organization
Owned By
Amount of Investment
Percent Ownership









EXHIBITS

Exhibit A - Note
Exhibit B - Borrowing Notice
Exhibit C - Continuation Notice
Exhibit D - Rollover Notice
Exhibit E - Notice of Conversion
Exhibit F - Assignment Agreement
Exhibit G - Form of Borrower Opinion
Exhibit H - Loan/Credit Related Money Transfer Instruction
Exhibit I - Form of Guarantor Opinion
Exhibit J - Compliance Certificate


SCHEDULES

Schedule 1 - Payment Office
Schedule 2 - Lending Installations
Schedule 5.5  - Material Adverse Change
Schedule 5.6 - Taxes
Schedule 5.7 - Litigation
Schedule 5.8 - Subsidiaries and other Investments
Schedule 5.13 - Ownership/Liens
Schedule 5.14 - Environmental Matters
Schedule 6.10 - Indebtedness

EX-10

Exhibit 10 (c)

June 25, 2000

Mr. Teiji Ogawa
Richardson Electronics, KK
Q-dan 1991 Bldg
1-12- Fujimi Chioda-ku
Tokyo, Japan

Attn : Mr. Ogawa

Dear Sirs

FACILITY OF YEN300,000,000

We refer to your recent request and are pleased to advise you
that Bank One, NA, Tokyo Branch (hereinafter called the "Bank")
is prepared, subject to satisfactory completion of legal
documentation and upon the following terms and conditions, to
grant to Richardson Electronics KK (hereinafter called the
"Borrower" or the "Company") a credit facility of up to
YEN300,000,000 (Japanese Yen Three Hundred Million).

1) Limits

Credit Limit - YEN300,000,000  (i.e. the aggregate principal
amount owing by the Company (whether actual or contingent) shall
not exceed YEN300,000,000.00).  This facility shall be available
for direct advances, bill discounting, bid bonds, bank
guarantees and foreign exchange activities.

2) Pricing

(a) Direct Advances: for Yen draw down. The following pricing
matrix shall apply, with financial terms measured at the time
and manner set forth in the U.S. Revolver (as hereinafter
defined).

REVOLVER PRICING MATRIX (Based on the provisions of U.S.
Revolver)

           Senior Funded Debt/      REVOLVER      FACILITY
LEVEL        EBITDA Ratio             RATE           FEE
   1            >2.00             TIBOR + 175       0.25%
   2        1.51 to 2.00          TIBOR + 150       0.25%
   3        1.00 to 1.50          TIBOR + 125       0.25%
   4            <1.00             TIBOR + 100       0.25%

Tested, effective, and paid at the times provided in the U.S.
Revolver.

(b) Up Front Fee of 1/8% (0.125%) of the Credit Limit.  Both the
Commitment Fee and Facility Fee above to be payable by
Richardson Electronics, Ltd. (the "Guarantor").

3) Purpose

The Facilities shall be used for working capital purposes but
the Bank shall not be obliged to ensure that it is so utilised.

4) Yen Current Account

The bank account will be in the name of the Borrower.

5) Direct Advance Facility

Advances will be made by the Bank if not later than 10 a.m.
(Tokyo time) two (2) Business Days before the proposed date of
an Advance, the Bank has received from the Company a Notice of
Advance in writing specifying (a) the proposed date of the
Advance, (b) the amount of that direct advance (which shall be a
minimum and in integral multiples of Yen1,000,000) and (c)
details of the bank account to which the proceeds are to be
credited or such other manner of disbursement as the Borrower
shall specify. Notwithstanding the foregoing, the Bank may, at
its absolute discretion, agree to make an advance on the
proposed date of Advance at the request of the Company made by
telephone provided that a Notice of Advance is delivered to the
Bank (by fax) on or before 3.00 p.m. (Tokyo time) two (2)
business days before the proposed date of Advance. All Notices
of Advance (whether verbally or in writing) shall be
irrevocable.

6) Final Maturity Date

July 1, 2004

7) Payment and Repayment

Repayment in full of all outstanding sums owing under the
Facilities on or before the Final Maturity Date.  Accrued
interest shall be payable on the last day of the relevant
Interest Period.

The Borrower shall on demand by the Bank pay all monies which
the Bank has been requested to pay under any bank guarantees,
bid bonds and the like issued by the Bank at the Borrower's
request (whether or not the Bank has already paid such monies).

The Borrower unconditionally and irrevocably undertakes to keep
the Bank fully indemnified from and against all liabilities,
claims, damages, judgments, costs (including costs on a full
indemnity basis), expenses and disbursements of any kind
whatsoever, legal or otherwise, which the Bank may sustain, or
incur under or in connection with such guarantees, bid bonds and
the like issued by the Bank. The Borrower shall on demand by the
Bank either procure the release and discharge of the Bank's
liability under all bank guarantees, bid bonds and the like
issued by it or pay to the Bank an amount equal to the aggregate
amount guaranteed by the Bank under all guarantees and bid bonds
issued by it (which shall be charged to the Bank as security for
the discharge of the Bank's obligations under such guarantees
and bid bonds).

8) Conditions Precedent

The Company's right to utilize the Facility and the obligation
of the Bank to advance the same shall be subject to the
conditions precedent that the following documents have been
delivered to the Bank in form and substance satisfactory to the
Bank:

  (a) Certified true copy of the Company's Memorandum and
      Articles of Association;

  (b) Certified true copy of the Certificate of Incorporation
      of the Company;

  (c) The duplicate of this letter duly endorsed with the
      Company's acceptance;

  (d) Guaranty executed by the Guarantor.

  (e) Most recent copy of the Borrower's fiscal year end
      financial statements.

  (f) Any other documents and/or evidence which may be required
      by the Bank from time to time.

9) Events of Default

As per the Bank's Standard Terms and Conditions and in the
Agreement on Bank Transactions.  In addition to the events of
default listed in the Bank's Standard Terms and Conditions and
in the Agreement on Bank Transactions, it shall also be an event
of default for purposes of the Facilities described in this
letter (i) a Default shall have occurred under the Amended and
Restated Loan Agreement dated as of July 1, 2000 among the
Guarantor, Various Lending Institutions, and American National
Bank And Trust Company Of Chicago, As Agent (the "U.S.
Revolver"), or (ii) the U.S. Revolver shall have been
terminated, cancelled or prepaid without the same action being
taken with respect to the Facilities set forth in this Committed
Facility letter.

10) Undertakings

The Company undertakes and agrees with the Bank that, so long as
any sum remains to be lent or remains payable hereunder and/or
any other security document to which it is a party, it will
notify the Bank of the occurrence of any Event of Default
immediately upon becoming aware of it and will at the Bank's
request deliver to the Bank a certificate confirming that no
Event of Default has occurred or if any Event of Default has
occurred, setting out details of the Event of Default and the
action taken or proposed to be taken to remedy it.

11) Representations & Warranties

The Company represents and warrants to the Bank that:

(a) Status: it is a corporation duly established and validly
existing under the laws of Japan, and it has the power and
authority to own its assets and to conduct the business which it
conducts and/or proposes to conduct;

(b) Powers: it has the power to enter into, exercise its rights
and perform and comply with its obligations hereunder and any
other security document to which it is a party;

(c) Authorization and Consents: all action, conditions and
things required to be taken, fulfilled and done (including the
obtaining of any necessary consents) in order  (i) to enable it
lawfully to enter into, exercise its rights and perform and
comply with its obligations hereunder and any other security
document to which it is a party, (ii) to ensure that those
obligations are legally binding and enforceable and (iii) to
make this Facility Letter and any other security document to
which it is a party admissible in evidence in the courts of
Japan have been taken, fulfilled and done;

(d) Non-Violation of Laws Etc: its entry into, exercise of its
rights and/or performance of or compliance with its obligations
hereunder and any other security document to which it is a party
do not and will not violate  (i) any law to which it is subject
or (ii) any provision of its Memorandum and Articles and
Association or (iii) any agreement to which it is a party or
which is binding on it or its assets, and do not and will not
result in the existence of, or oblige it to create, any security
over those assets;

(e) No Misstatement: no information, exhibit or report furnished
in writing by it  to the Bank in connection with the negotiation
of this Facility Letter or any other security document to which
it is a party contained any misstatement of fact as at the date
of such exhibit or report or as at the date when such
information was given which was material in the context of this
Facility Letter or any other security document to which it is a
party or omitted to state a fact as at such date which in any
such case would be materially adverse to the interests of the
Bank under this Facility Letter or any other security document
to which it is a party; and

(f) Repetition: each of the above warranties will be correct and
complied with in all respects so long as any sum remains to be
lent or remains payable hereunder and/or any other security
document to which it is a party as if repeated then by reference
to the then existing circumstances.

12) Increased Cost

If following the introduction of or any change in law or
regulation or compliance with any directive from or requirement
of any governmental or monetary authority, there shall be any
increase in the cost to the Bank in its cost of funding, making
or maintaining the Facilities or any sum received or receivable
by it or its effective return in respect of any of the
Facilities is reduced ("Increased Costs and/or Reduction"), then
the Company shall pay to the Bank an amount equal to such
Increased Costs and/or Reduction.

13) Change In Law

If at any time the Bank determines that it is or will become
unlawful or contrary to any law or rule, regulation, directive,
guideline or request from the Monetary Authority of Japan, any
central bank or other governmental agency or self-regulating
authority, whether or not having the force of law ("Directives")
for the Bank to make, fund or maintain the Facilities or any
part thereof or give effect to its obligations in respect
thereof the Bank shall notify the
Borrower thereof whereupon the Borrower shall repay to the Bank
forthwith all amounts
outstanding to the Bank or such part thereof as the Bank may
require.

14) Other Terms

(a) Currency Indemnity: Any payment or payments made to or any
amount received or recovered by the Bank in respect of any sum
expressed to be due to it from the Company under or in
connection with this Facility Letter in a currency (such
currency hereinafter referred to as the "Relevant Currency")
other than the currency in which such sum or sums are expressed
to be payable under this Facility Letter (such currency
hereinafter referred to as the "Currency of Account") (whether
as a result of, or of the enforcement of, a judgment or order of
a court of any jurisdiction, in the winding-up of the Company or
otherwise) shall only constitute a discharge to the Company to
the extent of the Currency of Account which the Bank is able, in
accordance with its usual practice, to purchase with the amount
so received or recovered in the Relevant Currency on the date of
that receipt or recovery (or, if it is not practicable to make
that purchase on that date, on the first date on which it is
practicable to do so). If the amount of the Currency of Account
is less than the amount expressed to be due to the Bank under
this Facility Letter, the Company shall indemnify it against any
loss sustained by it as a result. In any event, the Company
shall indemnify the Bank against the cost of making any such
purchase.  For this purpose, it shall be sufficient for the Bank
to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

(b) Payments and Taxes: Each payment to be made by the Borrower
to the Bank shall be made in immediately available funds in the
Currency of Account, at such place and/or account as the Bank
shall notify the Borrower and shall be made in full  (i) free of
any restriction or condition (ii) without set-off or
counterclaim and (iii) free and clear of and without deduction
or withholding for any present or future taxes, goods or
services tax, duties, levies or other deductions of whatever
nature ("Taxes"). If the Borrower is compelled by law to make
such deduction or withholding it shall pay such Taxes and shall
pay to the Bank such additional amounts as may be necessary for
the Bank to receive on the due date of each relevant payment and
retain a net amount equal to the sum it would have received and
retained had no such deduction or withholding been required or
made.

15) Governing Law

This Committed Facility Letter shall be governed by the Laws of
Illinois.

16) Jurisdiction

The Company submits to the non-exclusive jurisdiction of the
courts of Illinois.


Where terms and conditions are not already expressly indicated
above, our "Standard Terms and Conditions" attached hereto and
other terms and conditions contained in the Bank's standard
printed forms applicable to each Facility granted shall apply.
Where there is any conflict between the terms expressly
indicated herein and the former, the terms and conditions of
this Facility Letter shall prevail.

Kindly confirm your acceptance of our terms and conditions by
signing and affixing your Company's stamp on the duplicate of
this Facility Letter and returning the same to us together with
the attached Standard Terms and Conditions and your Company's
resolutions. This letter supercedes all previous Facility
Letters.

Yours faithfully
for Bank One, NA











TO: BANK ONE, NA

We confirm acceptance of the Facility on the above stipulated
terms and conditions and hereby irrevocably give permission to
the Bank and its officers and employees in Tokyo to disclose at
any time any information concerning any matters or transactions
in relation to the Facility and any account (including any
information whatsoever regarding monies in or other relevant
particulars of such account) which we now have or may hereafter
have with the Bank to

any guarantor(s), co-debtor(s), co-mortgagors(s), joint
holder(s), or any authority;

(b) any potential assignee or transferee or guarantor or any
other person who has entered into or is proposing to enter in
contractual arrangements with the Bank or us; and

(c) any officers and employees of the Bank, its head office
and/or other branches, agencies and representative offices
within and outside Tokyo.


Authorized signatory:       /s/ Teiji Ogawa


Company Stamp:              _________________________


Designation:                _________________________



for and on behalf of        _________________________
Richardson Electronics KK   Date


                        GUARANTY

GUARANTY:  To induce Bank One, NA, directly or through any of
its branches, offices, subsidiaries or affiliates
(collectively, the "Lender"), in its sole discretion, to make
loans or extend or continue credit, including letters of credit,
interest rate exchange contracts, and foreign exchange
contracts, to Richardson Electronics, KK, a company organized
and existing under the laws of Japan (the "Borrower"), whether
to the Borrower alone or to the Borrower and others, and because
the undersigned (the "Guarantor") has determined that executing
this Guaranty is in its interest and to its financial benefit,
the Guarantor, as primary obligor and not merely as surety,
absolutely and unconditionally guarantees to the Lender  the
prompt payment when due, whether at stated maturity, upon
acceleration or otherwise, and at all times thereafter, of any
and all existing and future indebtedness, obligation and
liability of every kind, nature and character, direct or
indirect, absolute or contingent (including, without limitation,
all renewals, extensions and modifications thereof, and all
monetary obligations incurred or accrued during the pendency of
any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such
proceeding), of the Borrower to the Lender howsoever and
whensoever created, arising, evidenced or acquired (the
"Obligations").  The Guarantor further agrees to pay all
reasonable costs and expenses including, without limitation, all
court costs and attorneys' and paralegals' fees and expenses
paid or incurred by the Lender in endeavoring to collect all or
any part of the Obligations from, or in prosecuting any action
against, the Borrower, the Guarantor or any other guarantor of
all or any part of the Obligations (such costs and expenses,
together with the Obligations, collectively the "Guaranteed
Debt").  The Guarantor further agrees that the Guaranteed Debt
may be extended or renewed in whole or in part without notice to
or further assent from it, and that it remains bound upon its
guarantee notwithstanding any such extension or renewal.

NATURE OF GUARANTY:  This Guaranty is a guaranty of payment and
not of collection. The Guarantor waives any right to require the
Lender to sue the Borrower, any other guarantor, or any other
person obligated for all or any part of the Guaranteed Debt, or
otherwise to enforce its payment against any collateral securing
all or any part of the Guaranteed Debt.

NO DISCHARGE OR DIMINISHMENT OF GUARANTY:  Except as otherwise
provided herein and to the extent provided herein, the
obligations of the Guarantor hereunder are not subject to any
reduction, limitation, impairment or termination for any reason
(other than the indefeasible payment in full in cash of the
Guaranteed Debt), including any claim of waiver, release,
surrender, alteration, or compromise of any of the Guaranteed
Debt, and is not subject to any defense or setoff, counterclaim,
recoupment, or termination whatsoever by reason of the
invalidity, illegality, or unenforceability of the Guaranteed
Debt or otherwise.  Without limiting the generality of the
foregoing, the obligations of the Guarantor hereunder are not
discharged or impaired or otherwise affected by the failure of
the Lender to assert any claim or demand or to enforce any
remedy with respect to the Guaranteed Debt, by any waiver or
modification of any provision of any agreement relating to the
Guaranteed Debt, by any default, failure or delay, willful or
otherwise, in the performance of the Guaranteed Debt, or by any
other circumstance, act or omission that might in any manner or
to any extent vary the risk of the Guarantor or that would
otherwise operate as a discharge of the Guarantor as a matter of
law or equity (other than the indefeasible payment in full in
cash of the Guaranteed Debt).

DEFENSES WAIVED:  To the fullest extent permitted by applicable
law, the Guarantor waives any defense based on or arising out of
any defense of the Borrower or the unenforceability of all or
any part of the Guaranteed Debt from any cause, or the cessation
from any cause of the liability of the Borrower, other than the
indefeasible payment in full in cash of the Guaranteed Debt.
The Lender may, at its election, foreclose on any security held
by it by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure,
compromise or adjust any part of the Guaranteed Debt, make any
other accommodation with the Borrower, any other guarantor or
any other person liable on the Guaranteed Debt or exercise any
other right or remedy available to it against the Borrower, any
other guarantor or any other person liable on the Guaranteed
Debt, without affecting or impairing in any way the liability of
the Guarantor under this Guaranty except to the extent the
Guaranteed Debt has been fully and indefeasibly paid in cash.
To the fullest extent permitted by applicable law, the Guarantor
waives any defense arising out of any such election even though
that election may operate, pursuant to applicable law, to impair
or extinguish any right of reimbursement or subrogation or other
right or remedy of the Guarantor against the Borrower, any other
guarantor or any other person liable on the Guaranteed Debt, as
the case may be, or any security.

FOREIGN CURRENCY:  The specification of payment in a specific
currency at a specific place and time pursuant to the
documentation relating to the Guaranteed Debt is essential.
That currency or those currencies are also the currency of
account and payment under this Guaranty.  If the Guarantor is
unable for any reason to effect payment of a specific currency
(other than United States currency) as required by the preceding
sentence or if the Guarantor defaults in the payment when due of
any amount of a specific currency (other than United States
currency) under this Guaranty, the Lender may, at its option,
require such payment to be made to the Head Office of the Lender
in the equivalent amount in United States currency at the
Lender's then current selling rate for electronic transfers of
that currency to the place or places where the Guaranteed Debt
was payable.  In the event that any payment, whether pursuant to
a judgment or otherwise, does not result in payment of the
amount of currency due under this Guaranty, upon conversion to
the currency of account and transfer to the place specified for
payment, the Lender has an independent cause of action against
the Guarantor for the deficiency.

RIGHTS OF SUBROGATION:  The Guarantor will not enforce any
rights of subrogation, contribution or indemnification that it
has against the Borrower, any person liable on the Guaranteed
Debt, or any collateral, until the Borrower and the Guarantor
have fully performed all their obligations to the Lender.

REINSTATEMENT:  If at any time any payment of any portion of the
Guaranteed Debt is rescinded or must otherwise be restored or
returned upon the insolvency, bankruptcy, or reorganization of
the Borrower or otherwise, the Guarantor's obligations under
this Guaranty with respect to that payment shall be reinstated
at such time as though the payment had not been made and whether
or not the Lender is in possession of this Guaranty.

INFORMATION:  The Guarantor assumes all responsibility for being
and keeping itself informed of the Borrower's financial
condition and assets, and of all other circumstances bearing
upon the risk of nonpayment of the Guaranteed Debt and the
nature, scope and extent of the risks that the Guarantor assumes
and incurs under this Guaranty, and agrees that the Lender does
not have any duty to advise the Guarantor of information known
to it regarding those circumstances or risks.

TERMINATION:  The Lender may continue to make loans or extend
credit to the Borrower based on this Guaranty until five days
after it receives written notice of termination from the
Guarantor.  Notwithstanding receipt of any such notice, the
Guarantor will continue to be liable to the Lender for any
Guaranteed Debt created, assumed or committed to prior to the
fifth day after receipt of the notice, and all subsequent
renewals, extensions, modifications and amendments with respect
to, or substitutions for, all or any part of that Guaranteed
Debt.

TAXES:  All payments of the Guaranteed Debt will be made by the
Guarantor free and clear of and without deduction for or on
account of any and all present or future taxes, levies, imposts,
duties, charges, deductions or withholdings of whatever nature
imposed by any governmental authority with respect to such
payments, but excluding franchise taxes and taxes imposed on
overall net income of the Lender (collectively, "Taxes").  If
the Guarantor is required by law to deduct any Taxes from or in
respect of any sum payable to the Lender under this Guaranty,
(a) the sum payable must be increased as necessary so that after
making all required deductions (including deductions applicable
to additional sums payable under this provision) the Lender
receives an amount equal to the sum it would have received had
no such deductions been made, (b) the Guarantor must then make
such deductions, and must pay the full amount deducted to the
relevant authority in accordance with applicable law, and (c)
the Guarantor must furnish to the Lender within 45 days after
their due date certified copies of all official receipts
evidencing payment thereof.

SEVERABILITY:  The provisions of this Guaranty are severable,
and in any action or proceeding involving any state corporate
law, or any state, federal or foreign bankruptcy, insolvency,
reorganization or other law affecting the rights of creditors
generally, if the obligations of the Guarantor under this
Guaranty would otherwise be held or determined to be avoidable,
invalid or unenforceable on account of the amount of the
Guarantor's liability under this Guaranty, then, notwithstanding
any other provision of this Guaranty to the contrary, the amount
of such liability shall, without any further action by the
Guarantor or the Lender, be automatically limited and reduced to
the highest amount that is valid and enforceable as determined
in such action or proceeding.

REPRESENTATIONS BY GUARANTOR:  The Guarantor represents that:
(a) it is duly organized, existing and in good standing under
the laws where it is organized; (b) the execution and delivery
of this Guaranty and the performance of the obligations it
imposes (i) are within its powers; (ii) have been duly
authorized by all necessary action of its governing body; and
(iii) do not violate any law, conflict with the terms of its
articles of incorporation or organization, its by-laws or any
agreement by which it is bound or require the consent or
approval of any governmental authority or any third party; (c)
this Guaranty is a valid and binding agreement, enforceable
according to its terms; and (d) all balance sheets, income
statements, and other financial statements furnished to the
Lender are accurate and fairly reflect the financial condition
of the organizations and persons to which they apply on their
effective dates, including contingent liabilities of every type,
which financial condition has not changed materially and
adversely since those dates.

INCORPORATION: The Guarantor agrees that so long as all or any
portion of the Guaranteed Debt remains outstanding, it will
observe, for the benefit of the Lender, the covenants and events
of default set forth in the Guaranty dated July 1, 2000 entered
into by the Guarantor in favor of American National Bank and
Trust Company of Chicago as Administrative Agent  (the "ANB
Guaranty"), which provisions and related definitions are
incorporated by reference, mutatis mutandis.  Those provisions
and definitions remain in effect until this Guaranty is no
longer in force, notwithstanding any amendment, modification, or
termination of the ANB Guaranty.  A Default under and as defined
in the ANB Guaranty constitutes an event of default under this
Guaranty, which entitles the Lender to accelerate the
Guarantor's obligations under this Guaranty and to exercise any
and all of the remedies set forth in this Guaranty.

LENDING INSTALLATIONS:  The Guaranteed Debt may be booked at any
office, branch, subsidiary or affiliate of the Lender, as
selected by the Lender.  All terms of this Guaranty apply to and
may be enforced by or on behalf of any such office, branch,
subsidiary or affiliate of the Lender.  Without limiting the
rights of the Lender under applicable law, the Guarantor
authorizes the Lender to apply any sums standing to the credit
of the Guarantor with any such office, branch, subsidiary or
affiliate of the Lender toward the payment of the Guaranteed
Debt by the Guarantor under this Guaranty, whether or not all or
any part of the Guaranteed Debt is then due.

NOTICES:  All notices, requests and other communications to any
party under this Guaranty must be in writing (including bank
wire, facsimile transmission or similar writing) and must be
given to that party, in the case of the Guarantor, at its
address or facsimile number set forth on the signature page
hereof and, in the case of the Lender, at its Head Office or as
otherwise specified in a notice by one party to the other.  Each
notice, request or other communication is effective (i) if given
by facsimile transmission, when transmitted to the facsimile
number specified below and confirmation of receipt is received,
(ii) if given by mail, 72 hours after the communication is
deposited in the mails with first class postage prepaid,
addressed as specified above, or (iii) if given by any other
means, when delivered at the address specified above.

MISCELLANEOUS:  No provision of this Guaranty may be amended,
supplemented or modified, or any of its terms and provisions
waived, except by a written instrument executed by the Lender
and the Guarantor.  No failure on the part of the Lender to
exercise, and no delay in exercising, any right under this
Guaranty waives that right; nor does any single or partial
exercise of any right under this Guaranty preclude any other or
further exercise of that or any other right.  The remedies
provided in this Guaranty are cumulative and not exclusive of
any remedies provided by law.  This Guaranty binds the Guarantor
and its successors and assigns, and benefits the Lender and its
successors and assigns.  The use of headings does not limit the
provisions of this Guaranty.

GOVERNING LAW:   THIS GUARANTY IS TO BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE
TO THE LENDER.

CONSENT TO JURISDICTION:  THE GUARANTOR IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AND THE
GUARANTOR IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR LATER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN SUCH A COURT OR THAT SUCH A COURT IS AN INCONVENIENT
FORUM.  THIS PROVISION DOES NOT LIMIT THE RIGHT OF THE LENDER TO
BRING PROCEEDINGS AGAINST THE GUARANTOR IN THE COURTS OF ANY
OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE GUARANTOR
AGAINST THE LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
GUARANTY SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

WAIVER OF JURY TRIAL:  THE GUARANTOR AND THE LENDER EACH WAIVE
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH THIS GUARANTY OR THE RELATIONSHIP IT ESTABLISHES.



Dated: July 1, 2000             GUARANTOR:

Address for Notices:
PO Box 393                      Richardson Electronics, Ltd.
40W267 Keslinger Road
LaFox, Illinois 60147-0393      By: /s/ William J. Garry

Facsimile No.  630-208-2950     Title: Senior V.P. & C.F.O.




BANK ONE, NA, TOKYO BRANCH


Standard Terms and Conditions relating to Japanese yen-
denominated banking facilities (the "Facilities") granted by the
Bank One, NA, Tokyo Branch (the "Bank") forming part of the
Bank's Facility Letter to Richardson Electronics KK (the
"Borrower").  These Standard Terms and Conditions, together with
the Agreement on Bank Transactions, supplement the Facility
Letter.  In the event of a conflict or inconsistency between the
terms of these Standard Terms and Conditions and the Agreement
on Bank Transactions, the terms of the Agreement on Bank
Transactions shall govern and control.

A GENERAL

1. Interest

1.1 Interest for bills facilities (including without limitation,
additional or overdue interest) shall be calculated on a daily
basis and based on a 360-day year or such other basis as may be
determined by the Bank from time to time.

1.2 All interest (whether under this clause or any other clause
hereof) shall be charged and payable at the respective rates and
payable at the times provided under the Facility Letter and
these Terms and Conditions up to the date of full payment of the
amounts due, as well after as before any judgment obtained in
respect thereof.

2. Additional Interest

2.1 Interest on overdue payments in respect of bills facilities
shall be charged at the rate of 3% per annum above the
contracted rate in the Facility Letter or the Overdue Interest
Rate, whichever is the lower, or such other rate (s) as the Bank
may determine from time to time.

2.2 Interest on any bills facilities utilised by the Borrower
prior to formal activation of the Facilities pursuant to the
Facility Letter issued by the Bank to the Borrower or on an
adhoc basis shall be charged at 3% per annum above the Japanese
yen Rate or such other rate (s) as the Bank may determine from
time to time. Interest on overdue payments in respect of such
facilities used prior to such formal activation shall be charged
at the Overdue Interest Rate.

2.3 Upon recall of any of the Facilities, interest shall be
charged at the Overdue Interest Rate on the outstanding
principal, interest and other money (s) due and owing to the
Bank from the date of recall until the date of full payment.

3. Commission

3.1 Commission on bank guarantees shall be calculated based on
the validity period (including the claims period) of the
guarantee subject to a minimum duration of one year and the
Bank's minimum charge prevailing from time to time. Commission
shall be payable in one lump sum in advance.

4. Fees and Other Expenses

4.1 The Borrower shall pay:

   4.1.1 all GST, stamp duties, registration fees, reasonable
legal fees, administrative fees and reasonable out-of-pocket
expenses incurred by the Bank in connection with the Facilities
and the preparation, execution, registration of the security
documents (if any) and perfection of the security (if any), and
all other documents required by the Bank in relation to the
Facilities at such time deemed appropriate by the Bank; and

   4.1.2 all legal fees as between solicitor and client on a
full indemnity basis and all other costs and disbursements in
connection with demanding and enforcing payment of moneys due
and owing to the Bank under or in connection with the
Facilities.

all fees associated with the issuance and fronting of letters of
credit.

all fees and interest if any payment under a credit facility
occurs on a date which is not the last day of the applicable
interest period for such a credit facility, whether because of
acceleration, prepayment or otherwise, the Borrower will
indemnify the Bank for any loss or cost incurred by it resulting
therefrom, including, without limitation, any loss or cost in
liquidating or redeploying deposits acquired to fund or maintain
the credit facility.

4.2 Any such fees and expenses and any insurance premiums,
property tax, valuation fees, GST, governmental or statutory
levies and taxes and any other costs, charges, expenses and
payments due and unpaid by the Borrower may be met by the Bank
at its discretion; and interest on such amounts paid on behalf
of the Borrower by the Bank shall be charged at the Overdue
Interest Rate from the date of payment by the Bank to the date
of full repayment thereof by the Borrower to the Bank.

5. Right to Debit Accounts

   The Bank shall have the right (but not the obligation) at any
time and without prior notice to the Borrower to debit the
Borrower's account with interest, charges, commission, fees,
expenses, normal bank charges, costs,  GST and other taxes and
levies, amounts overdue in respect of trust receipts, term
bills, performance guarantees, indemnities, bonds, loans and all
other moneys whatsoever due and owing from the Borrower to the
Bank under or in connection with the Facilities. If such
debiting causes the Borrower's account to be overdrawn, interest
shall be payable on the amount overdrawn at the Overdue Interest
Rate calculated on a daily basis with monthly rests and based on
a 360-day year subject to a monthly minimum charge of Yen 1,000
or such other amount as may be determined by the Bank from time
to time.

6. Right of Set-off

   In addition to any lien, right of set-off or other rights
which the Bank may have, the Bank shall be entitled at any time
and without notice to the Borrower to combine or consolidate all
or any of the accounts and liabilities of the Borrower with or
to the Bank (in Japan or elsewhere) or set-off or transfer any
sum or sums standing to the credit of one or more of such
accounts in or towards the satisfaction of any of the
liabilities of the Borrower to the Bank on any other account or
accounts (in Japan or elsewhere) or in any other respect whether
such liabilities be actual or contingent, primary or collateral,
several or joint, or such accounts be held by the Borrower
alone, jointly or jointly with any other persons and
notwithstanding that the credit balances on such accounts and
the liabilities on any other accounts may not be expressed in
the same currency and the Bank shall have the right to effect
any necessary conversions at its own rate of exchange then
prevailing.

7. Information

   The Borrower/guarantor shall supply to the Bank immediately
upon request all statements, information, materials and
explanations (except information of a proprietary nature)
regarding the operations and finances of the Borrower/guarantor
as may be reasonably required by the Bank from time to time.

8. Certificates and Statements

   A statement or certificate signed by the President, Deputy
President, Executive Vice President, Senior Vice-President,
Vice-President, Assistant Vice President, Treasurer, Legal
Officer or any authorised officer of the Bank as to (i) the
moneys and liabilities for the time being due to or incurred by
the Bank, (ii) its costs of funds, or (iii) any interest rate
applicable to the Facility Letter shall subject only to clerical
mistakes appearing on the face of the statement or certificate
be final and conclusive and be binding on the Borrower.

9. Notice of Demand

   Any demand for payment of moneys or other demand or notice in
relation to the Facilities or any matters hereunder arising out
of an Event of Default may be signed by the President, Deputy
President, Executive Vice President, Senior Vice President,
First Vice President, Vice President, Assistant Vice President,
Treasurer, Legal Officer or other authorised officer for the
time being of the Bank or by the Bank's solicitors, and made by
letter addressed to the Borrower and sent by post to or left at
the registered office or principal place of business (where
applicable) in Japan or address in Japan of the Borrower in the
records of the Bank and a notice or demand so given or made
shall be deemed to be given or made or received on the day it
was so left or the day following that on which it is posted as
the case may be notwithstanding that it is returned by the post
office undelivered. In addition where there is more than one
Borrower, any demand or notice may be served by the Bank on
either/any of the Borrowers only and such service shall be
deemed to be sufficient service in respect of both/all the
Borrowers.

10. Events of Default

10.1 The outstanding facilities together with accrued interest
and all other monies payable to the Bank shall become
immediately due and payable and the Bank's security shall become
immediately enforceable without further demand in any of the
following events:

   10.1.1 if the Borrower or any guarantor fails to pay the Bank
(a) on demand, any monies on the facilities granted or (b) on
due date, any loan repayments, or (c) fails to perform or comply
with any one or more of its other obligations under the Facility
Letter and if in the opinion of the Bank that default is capable
of remedy, it is not in the opinion of the Bank remedied within
15 days after notice of that default has been given to it by the
Bank; or;

   10.1.2 if legal proceedings of any nature shall be instituted
against the Borrower or any guarantor or any event occurs or
circumstances arise including changes in the financial
conditions of the Borrower or any guarantor which, in the
opinion of the Bank, would materially and adversely affect the
Borrower's or the guarantor's ability to repay the Bank;

   10.1.3 if the Borrower or guarantor is (or could be deemed by
law or a court to be) insolvent, is unable to pay its debts as
they fall due, stops, suspends or threatens to stop or suspend
payment of all or any part (or of a particular type) of its
indebtedness, begins negotiations or takes any proceeding or
other step with a view to readjustment, rescheduling or deferral
of all of its indebtedness (or of any part or a particular type
of its indebtedness which it will otherwise be unable to pay
when due), or proposes or makes a general assignment or an
arrangement or composition with or for the benefit of the
relevant creditors, or ceases or threatens to cease to carry on
its business or any part of its business, or a moratorium is
agreed or declared in respect of or affecting all or any part of
(or a particular type of) its indebtedness;

   10.1.4 if any action or any other steps has been taken or
legal proceedings been started or threatened against the
Borrower or guarantor for its bankruptcy, winding-up,
dissolution, judicial management or re-organisation or for the
appointment of a receiver, receiver and manager, judicial
manager, trustee or similar officer of it or of any or all of
its assets;

   10.1.5 if any representation, warranty or statement by the
Borrower or by any guarantor in the Facility Letter is not
complied with or is or proves to have been incorrect in any
respect when made or, if it had been made on any later date by
reference to the circumstances then existing, would have been
incorrect in any respect on that later date;

10.1.6	if any other indebtedness in excess of, singly or in
the aggregate equivalent amount of US$250,000, in respect of
borrowed money of the Borrower is not paid when due nor within
any applicable grace period in any agreement relating to that
indebtedness or becomes (or becomes capable of being rendered)
due and payable before its normal maturity by reason of a
default or event of default, however described;

   10.1.7 if a distress, attachment, execution or other legal
process is levied, enforced or sued out on or against the assets
of the Borrower or any guarantor and, in the opinion of the
Bank, such event has or could have a material adverse effect on
the Borrower or such guarantor;

   10.1.8 if the Borrower or any guarantor ceases or threatens
to cease, to carry on all on a material part of its business;

   10.1.9 if any agency of any state seizes, compulsorily
acquires, expropriates or nationalises all or a material part of
the assets or shares of any of the Borrower or guarantor;

   10.1.10 if it is or will become unlawful for the Borrower or
any guarantor to perform or comply with any one or more of its
obligations under the Facility Letter;

   10.1.11 if any change in the shareholders of the Borrower
occurs in their respective shareholdings without the prior
consent in writing of the Bank;

   10.1.12 if any action, condition or thing (including the
obtaining of any necessary consents) at any time required to be
taken, fulfilled or done in order to enable the Borrower
lawfully to enter into, exercise its rights and perform and
comply with its obligations under the Facility Letter has not
been taken, fulfilled or done or any such consent ceases to be
in full force and effect without modification or any condition
in or relating to any such consent is not complied with; or

   10.1.13 if the Facility Letter  ceases to be (or is claimed
by the Borrower not to be) the legal and valid obligation of the
Borrower;

   10.1.14 if any litigation, arbitration or administrative
proceeding is current or pending (a) to restrain the exercise of
any of the rights and/or the performance or enforcement of or
compliance with any of the obligations of the Borrower under the
Facility Letter  to which it is a party or (b) which has or
could have a material adverse effect on the Borrower or any
guarantor;

   10.1.15 if any event shall occur which under the laws of any
applicable jurisdiction has an effect equivalent to any of the
events referred to in this Clause 11; or

   10.1.16 if any event occurs or circumstances arise which, in
the opinion of the Bank, gives reasonable grounds for believing
that the Borrower or any guarantor may not (or may be unable to)
perform or comply with any one or more of its obligations under
the Facility Letter  or these Terms.

11. Indemnity

   The Borrower unconditionally and irrevocably undertakes to
keep the Bank fully indemnified from and against all
liabilities, claims, damages, judgments, costs (including legal
costs on a full indemnity basis), expenses and disbursements of
any kind whatsoever, legal or otherwise, which the Bank may
sustain, or incur under or in connection with the Facilities.
The Borrower shall further indemnify the Bank for any funding or
other cost (including without limitation, legal costs on a full
indemnity basis), loss, expense or liability sustained or
incurred as a result of any prepayment or the occurrence of an
Event of Default.

12. Indulgence of Bank

   Notwithstanding the fact that the Bank may have delayed or
failed or omitted to exercise any right, power, privilege, claim
or remedy available to it on default by the Borrower and/or
guarantor or that it may have accepted payment for any moneys
outstanding under the Facilities after such default the Bank
shall not be held to have waived or condoned or acquiesced in
such default and may at any time thereafter exercise all or any
of the remedies available to it and any delay or indulgence on
the part of the Bank in taking steps to enforce any rights or
remedies conferred on or available to it shall not be held to
prejudice or be a waiver of its rights of action in respect
thereof.

13. No Waiver

   No failure or delay by the Bank in exercising any right,
power or privilege hereunder shall impair the same or operate as
a waiver thereof nor shall any single or partial exercise of any
right, power or privilege preclude any further exercise thereof
or the exercise of any other right, power or privilege.  The
rights and remedies herein provided are cumulative and not
exclusive of any rights and remedies provided by law.  No waiver
by the Bank shall be effective unless it is in writing.

14. Change of Address

   Any change of address of the Borrower/guarantor must be
promptly notified to the Bank in writing or in any other manner
agreed to by the Bank.

15. Right of Disclosure

15.1 To the extent permitted by applicable law, and without
prejudice to all rights of the Bank to disclose information
relating to the account of the Borrower, the Bank is permitted
by the Borrower to disclose (whether with or without notice to
the Borrower and whether orally or in writing) any information
concerning any matters or transactions in relation to the
Facilities and the account (including any information whatsoever
regarding the money or other relevant particulars of the
account) which the Borrower now has or may hereafter have with
the Bank:

   15.1.1 to any guarantor for the Facilities for any purposes
relating to the Facilities and any security therefor;

   15.1.2 to any solicitor (s) acting for the Bank, the
Borrower, any guarantor or any other party involved with the
Facilities or any security therefor, in relation to the accounts
of the Borrower, the Facilities and any security given in
connection therewith;

   15.1.3 to the Commissioner of Stamp Duties, the Registry of
Companies, Registry of Businesses, Registry of  Titles, Registry
of Deeds and/or any other government officials or departments or
relevant bodies to whom the Bank deems fit to disclose
information, for purposes in connection with stamping (or
assessment of stamp duties on), registering, lodging or filing
any or all documents or conducting of searches in connection
with the Facilities;

   15.1.4 to any proposed transferee or assignee of any rights
and obligations of the Bank under or relating to the Facilities
and any security therefor for any purposes connected with such
proposed transfer or assignment; and

   15.1.5 to any officers and employees of the Bank, its head
office and/or other branches, agencies and representative
offices within and outside Japan for the purpose of credit
appraisal or review and carrying out collation, synthesis or
processing of information.



16. Goods and Services Tax

   In the event that any GST or any other taxes levies or
charges whatsoever are now or hereafter required by law to be
paid on or in respect of any sums payable to the Bank or any
other matters under or relating to the Facilities or any
security relating to the Facilities, the same shall be borne by
the Borrower and the Borrower shall pay to the Bank the amount
of any such GST or other taxes, levies or charges (or such part
thereof which the law does not prohibit the Bank from collecting
from the Borrower) on or before the same becomes due under law,
in addition to all other sums payable to the Bank in relation to
the Facilities and the Borrower shall indemnify the Bank against
payment thereof.

17. Other Terms and Conditions

   All other terms and conditions set out in any agreements
required by the Bank to be executed in relation to the
Facilities shall also apply.

18. Severability

   If any one or more of the provisions contained herein or any
part thereof shall be deemed invalid, unlawful or unenforceable
in any respect under any applicable law, the validity, legality
and enforceability of the remaining provisions or part thereof
contained herein shall not in any way be affected or impaired
but these Terms and Conditions shall be construed as if such
invalid, unlawful or unenforceable provision or part thereof had
never been contained herein.

19. Governing Law

   These Terms and Conditions and all matters relating to the
Facilities shall be governed by the laws of Ilinois and the
Borrower shall submit to the non-exclusive jurisdiction of the
Courts in Illinois.

20. Successors and Assigns

20.1 The Facility Letter shall be binding upon and inure to the
benefit of the Borrower and the Bank and the respective
successors in title and assigns of the Bank and any reference in
the Facility Letter to any party shall be construed accordingly.
All undertakings, agreements, representations and warranties
given, made or entered into by the Borrower under the Facility
Letter shall survive the making of any assignments hereunder.

20.2 The Borrower shall have no right to assign or transfer any
of its rights hereunder and it shall remain fully liable for all
of its undertakings, agreements, duties, liabilities and
obligations hereunder, and for the due and punctual observance
and performance thereof.

The Bank (hereinafter called the "Assignor Bank") may at any
time (without having to obtain any consent from the Borrower)
assign all or part of its rights or transfer all or part of its
obligations under the Facility Letter to any one or more banks
or other lending institutions (each of which is in this Clause
called an "Assignee Bank").  Any such Assignee Bank shall be
treated as a party to the Facility Letter for all purposes of
the Facility Letter and shall be entitled to the full benefit of
the Facility Letter to the same extent as if it were an original
party in respect of the rights or obligations assigned or
transferred to it and all references in the Facility Letter to
the Assignor Bank shall subsequently be construed as references
to the Assignor Bank and its Assignee Bank or Assignee Banks to
the extent of their respective participations and the Borrower
shall subsequently look only to the Assignee Bank or Assignee
Banks (to the exclusion of the Assignor Bank) in respect of that
proportion of the Assignor Bank's obligations under the Facility
Letter as corresponds to such Assignee Bank's or Assignee Banks'
respective participations in the Facility Letter and accordingly
the Assignor Bank's commitment under the Facility Letter shall
be appropriately reduced and the Assignee Bank shall assume a
commitment (or, as the case may be, the Assignee Banks shall
proportionately assume commitments in aggregate) equal to such
reduction in the Assignor Bank's commitment.


B ADDITIONAL TERMS APPLICABLE TO INCORPORATED CORPORATIONS

21. Negative Pledge

21.1 The Borrower shall not create or permit to arise or subsist
any charge, mortgage, pledge or lien in respect of any of its
properties and assets (except for such pledge made directly in
connection with the purchase of inventory in the ordinary course
of business, with a value of such inventory (valued at the cost
of such inventory) owned by the Borrower taken as a whole not
exceeding the equivalent dollar amount of US$500,000 in the
aggregate at any time), nor factor nor assign any of its
accounts receivable without the prior written consent of the
Bank, such consent not to be unreasonably withheld.

21.2	The Borrower shall not (disregarding sales of stock-in-
trade in the ordinary course of business) sell, lease, transfer
or otherwise dispose of, whether by  a single transaction or by
a number of transactions, whether related or not, all or any
part of its assets which either alone or aggregated with all
other disposals required to be taken in account, could in the
opinion of the Bank have a material and adverse effect on its
financial condition or business operations.

22. Accounts and Reports

   The Borrower and guarantor shall submit to the Bank the
applicable financial statements required under Section 6.1 of
the U.S. Revolver, together with such other financial statements
and information as may be reasonably requested by the Bank.

23. Reorganisation/Changes

23.1 The Borrower shall not without the prior written consent of
the Bank, such consent not to be unreasonably  withheld:

   23.1.1 undertake or permit any re-organisation, amalgamation,
reconstruction, take-over, substantial change of shareholders or
any other schemes of compromise or arrangement affecting its
present constitution; and

   23.1.2 make substantial alteration to the nature of its
business or amend or alter any of the provisions in the
Borrower's Memorandum and Articles of Association relating to
its borrowing powers and principal business activities.

24. Winding-up/Judicial Manager

   The Borrower and guarantor shall immediately notify the Bank
verbally of any petition filed or notice issued for passing of a
resolution for the winding-up or appointment of a judicial
manager of the Borrower and/or the guarantor. All verbal
notifications shall be followed up within 24 hours by written
notification.

25. Pari passu

   The Borrower shall ensure that at all times the claims of the
Bank against the Borrower shall rank at least pari passu in
right and priority of payment with all its other present and
future unsecured indebtedness;

26. Right of Inspection

   The Borrower undertakes that the Bank shall have the right
and the Borrower shall permit the Bank to enter upon any land or
premises belonging to the Borrower or where it carries on its
business and inspect the same and to inspect all accounts
records and statements of the Borrower of a non proprietary
nature and the Borrower shall give to the Bank such written
authorities or other directions and provide such facilities and
access as the Bank may reasonably require for the aforesaid
inspections.

C INTERPRETATION

27.1 "Agreement on Bank Transactions" shall mean the Agreement
on Bank Transactions, dated July 1, 2000, entered into by the
Borrower and the Guarantor for the benefit of the Bank.

27.2 "Business Day" means any day, excluding Saturdays, Sundays
and Public Holidays, on which banks are open  in Japan for
transaction of business of the nature set forth in the Facility
Letter and in relation to advances and payments in United States
Dollars, also a day on which deposits in United States Dollars
may be dealt with on the Japan interbank market and on which
banks in New York City are open for business;

27.3 "GST" means any goods and services tax or any other taxes
levies or charges whatsoever of a similar nature which may be
substituted for or levied in addition to any such tax, by
whatever named called;

27.4 "Facility Letter" means the Bank's letter of offer to the
Borrower including supplements thereto and any amendments,
variations or modifications thereof;

27.5 "Guarantor" shall mean Richardson Electronics, Ltd.,
together with any guarantor, surety or indemnitor for the
Facilities;

27.6 "Interest Period" means a period of one, two, three or six
months commencing on a Business Day selected by the Borrower.
Such 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 next, second, third or
sixth succeeding month, such Interest Period shall end on the
last Business Day of such next, second, third or sixth
succeeding month.  If an Interest Period would otherwise end on
a day which is not a Business Day, such 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 Interest Period shall end on the immediately
preceding Business Day.

27.7 "Overdue Interest Rate" means the rate per annum of 3%
above the applicable interest rate set forth in Section 2(a) of
the Facility Letter;

27.8 "Person" shall include any corporation, firm, partnership,
society, association, statutory body and agency and governmental
authority, whether local or foreign;

27.9 "TIBOR" the domestic yen TIBOR rate (expressed as a
percentage per annum) for the period corresponding to each
Interest Period, appearing as the rate published by the
Federation of Bankers Association of Japan on the "17097" page
on the TELERATE screen, which is indicated as the rate as of
11:00 a.m. (Tokyo time) two Business Days before the first day
of the Interest Period.  If such page on the TELERATE screen is
not available for any reason on the date the interest rate is to
be determined, the applicable interest rate shall be determined
by reference to the interest rates offered on loans available by
the Bank of the Tokyo financial market on the same date.

27.10 "Yen" or "Japanese Yen" shall mean the lawful currency of
Japan.

27.11 "U.S. Revolver" shall have the meaning ascribed thereto in
the Facility Letter.

28. Where two or more persons constitute the expression the
"Borrower" all covenants, agreements, undertakings,
stipulations, conditions and other provisions hereof and their
liability hereunder shall be deemed to be, be made by and be
binding on them jointly and severally.

29. Clauses and other headings are for ease of reference and
shall not affect the interpretation of any provision hereof.




By
:
____________________________



Title
:
____________________________



Date
:
____________________________

EX-10

Exhibit 10 (d)

13 June, 2000

Mr Nguyen Van Hien
Richardson Electronics Pte Ltd
101 Lorong 23
#04-03, Geylang
Prosper House
Singapore 388399

Dear Mr Nguyen

Attached please find a Committed Facility letter of offer
outlining the terms for the provision of a Singapore Dollar
$3,400,000.00 (or USD equivalent) line of credit.

In order to complete the documentation, would you please provide
us with:

1) Certified copy of the Memorandum and Articles of Association
   for Richardson Electronics Pte Ltd;

2) Certified copy of the Certificate of Incorporation of
   Richardson Electronics Pte Ltd;

3) A Directors Resolution approving the facility and designated
   authorised signatory or signatories;

4) Facility Indemnity Agreement covering the use of fax
   transmissions for operating the credit facility, pro forma
   enclosed;

5) Letter of Indemnity covering the use of fax transmissions for
   Foreign Exchange contracts and payment instructions;

6) Signed copy of the enclosed Committed Facility letter; and

7) Signed copy of the enclosed Standard Terms and Conditions.

Please forward these documents to me at your earliest
convenience.

Thank you for considering Bank One.  We look forward to building
on the strong relationship we enjoy with Richardson Electronics
Ltd through American National Bank.

Yours sincerely
for Bank One, NA,
Singapore Branch



Dennis Portelli
Vice President


cc: Gregory H. Teegen



13 June, 2000

Mr Nguyen Van Hien
Richardson Electronics Pte Ltd
101 Lorong 23
#04-03, Geylang
Prosper House
Singapore 388399

Attn : Mr Nguyen

Dear Sirs

COMMITTED FACILITY FOR SGD$3,400,000.00

We refer to your recent request and are pleased to advise you
that Bank One, NA, Singapore Branch (hereinafter called the
"Bank") is prepared, subject to satisfactory completion of legal
documentation and upon the following terms and conditions, to
grant to Richardson Electronics Pte Ltd (hereinafter called the
"Borrower" or the "Company") a revolving committed credit
facility (hereinafter called the "Committed Facility") of
SGD$3,400,000.00 (Singapore Dollars Three Million Four Hundred
Thousand).

1) Limits

"Credit Limit" - SGD$3,400,000.00  (i.e the aggregate principal
amount owing by the Company (whether actual or contingent) shall
not exceed SGD$3,400,000.00).  This Committed Facility shall be
available for direct advances, trade finances, ie. import L/C,
import financing export negotiation and bill discounting, bid
bonds, bank guarantees and foreign exchange activities
(hereinafter referred to as "Facilities").

The Credit Limit shall always be stated in Singapore Dollars.

2) Pricing

(a) For Direct Advances in either US$ or SGD$, according to the
following matrix, calculation for which is based off the Group
Consolidated accounts of Richardson Electronics, Ltd., (the
"Guarantor") with financial terms as defined in the U.S.
Revolver (as herein after defined):

REVOLVER PRICING MATRIX (Based on the U.S. Revolver)



      Senior Funded Debt/        REVOLVER               FACILITY
LEVEL    EBITDA Ratio              RATE                    FEE
  1        >2.00          Cost of Funds or SIBOR + 175    0.25%
  2     1.51 to 2.00      Cost of Funds or SIBOR + 150    0.25%
  3     1.00 to 1.50      Cost of Funds or SIBOR + 125    0.25%
  4       <1.00           Cost of Funds or SIBOR + 100    0.25%

Tested and effective at the times provided in the U.S. Revolver.

(b) For Fees and charges on trade services and bank guarantees,
please refer to the attachment.

(c) Upfront Fee of 1/8 of 1% (0.125%) of the Credit Limit,
payable at closing. Both the Upfront Fee and the Facility Fee
will be paid by the Guarantor.

3) Purpose

The Facilities shall be used for working capital purposes but
the Bank shall not be obliged to ensure that it is so utilised.
Under the provisions of the Monetary Authority of Singapore, the
proceeds are not to be used for financial investments, third
country trade excluding Singapore, or by related companies
outside of Singapore.

4) USD and SGD Current Account

The bank accounts will be in the name of the Borrower.

Direct Advance Facility; Draw Down Requests

Not later than 10 a.m. (Singapore time) two (2) Business Days
before the proposed date of an advance (the "Advance"), the
Company shall provide the Bank a Notice of Advance, in the form
set out in the Schedule hereto, specifying:

   (a) the proposed date of the Advance;

   (b) the amount of that Advance which shall be a minimum of
       SGD$30,000 and in integral multiples of SGD$10,000; and

   (c) details of the bank account to which the proceeds are to
       be credited or such other manner of disbursement as the
       Borrower shall specify.

Notwithstanding the foregoing, the Bank may, at its absolute
discretion, agree to make an Advance at the request of the
Company, such request having been made by telephone, provided
that a Notice of Advance is delivered to the Bank (by fax or by
hand) on or before 3.00 p.m. (Singapore time) two (2) Business
Days before the proposed date of Advance. All Notices of Advance
(whether verbally or in writing) shall be irrevocable.

6) Letters of Credit

The Borrower shall on demand by the Bank pay all monies which
the Bank has been requested to pay under any letter(s) of
credit, bank guarantees, bid bonds and the like issued by the
Bank at the Borrower's request (whether or not the Bank has
already paid such monies).

The Borrower unconditionally and irrevocably undertakes to keep
the Bank fully indemnified from and against all liabilities,
claims, damages, judgments, costs (including costs on a full
indemnity basis), expenses and disbursements of any kind
whatsoever, legal or otherwise, which the Bank may sustain, or
incur under or in connection with such letters of credit and the
like issued by the Bank. The Borrower shall on demand by the
Bank either procure the release and discharge of the Bank's
liability under all letters of credit, bank guarantees, bid
bonds and the like issued by it or pay to the Bank an amount
equal to the aggregate amount guaranteed by the Bank under all
letters of credit issued by it (which shall be charged to the
Bank as security for the discharge of the Bank's obligations
under such letters of credit).

7) Final Maturity Date

July 1st, 2004

8) Payment and Repayment

Repayment in full of all outstanding sums owing under the
Facilities on or before the Final Maturity Date.  Accrued
interest shall be payable on the last day of the relevant
Interest Period.

Conditions Precedent

The Company's right to utilize the Committed Facility and the
obligation of the Bank to advance under same shall be subject to
the prior delivery of the following documents to the Bank in a
form and substance satisfactory to the Bank:

(a) certified true copy of the Company's Memorandum and Articles
of Association;

(b) certified true copy of the Certificate of Incorporation of
the Company;

(c) certified extract of the Board of Directors' resolution of
the Company duly authorising:-

   (i)   the acceptance of the Facilities upon the terms and
         conditions set out herein;

   (ii)  the appointment of an authorised signatory or
         signatories to execute on behalf of the Company all
         legal documents, notices and any other documents
         connected with the  Facilities; and

   (iii) the affixation of the Company's common seal in
         accordance with the  Company's  Articles of Association
         on all legal documents required to be executed under
         common seal.

(d) the duplicate of this letter duly endorsed with the
Company's acceptance;

(e) the provision of a signed copy of the enclosed Standard
Terms and Conditions;

(f) a Guarantee executed by Richardson Electronics Ltd in the
form and substance acceptable to the Bank;

(g) Most recent copy of the Borrower's fiscal year end financial
statements;

(h) Most recent audited copy of the Guarantor's fiscal year end
financial statements; and

(i) any other documents and/or evidence which may be reasonably
required by the Bank from time to time.

10) Events of Default

As per the Bank's Standard Terms and Conditions. In addition to
the events of default listed in the Bank's Standard Terms and
Conditions, it shall also be an event of default for purposes of
the Facilities described in this letter if (i) a Default shall
have occurred under the Amended and Restated Loan Agreement
Dated as of July 1, 2000 among Guarantor, Various Lending
Institutions, and American National Bank And Trust Company Of
Chicago, as Agent (the "U.S. Revolver"), or (ii) the U.S.
Revolver shall have been terminated, cancelled or prepaid
without the same action being taken with respect to the
Facilities set forth in this Committed Facility letter.

11) Undertakings

The Company undertakes and agrees with the Bank that, so long as
any sum remains to be lent or remains payable hereunder and/or
any other security document to which it is a party, it will
notify the Bank of the occurrence of any Event of Default
immediately upon becoming aware of it and will at the Bank's
request deliver to the Bank a certificate confirming that no
Event of Default has occurred or if any Event of Default has
occurred, setting out details of the Event of Default and the
action taken or proposed to be taken to remedy it.

12) Representations & Warranties

The Company represents and warrants to the Bank that:

(a) Status: it is a corporation duly established and validly
existing under the laws of Singapore, and it has the power and
authority to own its assets and to conduct the business which it
conducts and/or proposes to conduct;

(b) Powers: it has the power to enter into, exercise its rights
and perform and comply with its obligations hereunder and any
other security document to which it is a party;

(c) Authorisation and Consents: all action, conditions and
things required to be taken, fulfilled and done (including the
obtaining of any necessary consents) in order  (i) to enable it
lawfully to enter into, exercise its rights and perform and
comply with its obligations hereunder and any other security
document to which it is a party, (ii) to ensure that those
obligations are legally binding and enforceable and (iii) to
make this Committed Facility letter and any other security
document to which it is a party admissible in evidence in the
courts of Singapore have been taken, fulfilled and done;

(d) Non-Violation of Laws Etc: its entry into, exercise of its
rights and/or performance of or compliance with its obligations
hereunder and any other security document to which it is a party
do not and will not violate  (i) any law to which it is subject
and (ii) any provision of its Memorandum and Articles of
Association or (iii)  any agreement to which it is a party or
which is binding on it or its assets, and do not and will not
result in the existence of, or oblige it to create, any security
over those assets;

(e) No Misstatement: no information, exhibit or report furnished
in writing by it  to the Bank in connection with the negotiation
of this Committed Facility letter or any other security document
to which it is a party contained any misstatement of fact as at
the date of such exhibit or report or as at the date when such
information was given which was material in the context of this
Committed Facility letter or any other security document to
which it is a party or omitted to state a fact as at such date
which in any such case would be materially adverse to the
interests of the Bank under this Committed Facility letter or
any other security document to which it is a party; and

(f) Repetition: each of the above warranties will be correct and
complied with in all respects so long as any sum remains to be
lent or remains payable hereunder and/or any other security
document to which it is a party as if repeated then by reference
to the then existing circumstances.

13) Increased Cost

If following the introduction of or any change in law or
regulation or compliance with any directive from or requirement
of any governmental or monetary authority, there shall be any
increase in the cost to the Bank in its cost of funding, making
or maintaining the Facilities or any sum received or receivable
by it or its effective return in respect of any of the
Facilities is reduced ("Increased Costs and/or Reduction"), then
the Company shall pay to the Bank an amount equal to such
Increased Costs and/or Reduction.

14) Change In Law

If at any time the Bank determines that it is or will become
unlawful or contrary to any law or rule, regulation, directive,
guideline or request from the Monetary Authority of Singapore,
any central bank or other governmental agency or self-regulating
authority, whether or not having the force of law ("Directives")
for the Bank to make, fund or maintain the Facilities or any
part thereof or give effect to its obligations in respect
thereof the Bank shall notify the
Borrower thereof whereupon the Borrower shall repay to the Bank
forthwith all amounts outstanding to the Bank or such part
thereof as the Bank may require.

15) Other Terms

(a) Currency Indemnity: Any payment or payments made to or any
amount received or recovered by the Bank in respect of any sum
expressed to be due to it from the Company under or in
connection with this Committed Facility letter in a currency
(such currency hereinafter referred to as the "Relevant
Currency") other than the currency in which such sum or sums are
expressed to be payable under this Committed Facility letter
(such currency hereinafter referred to as the "Currency of
Account") (whether as a result of, or of the enforcement of, a
judgment or order of a court of any jurisdiction, in the
winding-up of the Company or otherwise) shall only constitute a
discharge to the Company to the extent of the Currency of
Account which the Bank is able, in accordance with its usual
practice, to purchase with the amount so received or recovered
in the Relevant Currency on the date of that receipt or recovery
(or, if it is not practicable to make that purchase on that
date, on the first date on which it is practicable to do so). If
the amount of the Currency of Account is less than the amount
expressed to be due to the Bank under this Committed Facility
letter, the Company shall indemnify it against any loss
sustained by it as a result. In any event, the Company shall
indemnify the Bank against the cost of making any such purchase.
For this purpose, it shall be sufficient for the Bank to
demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

(b) Payments and Taxes: Each payment to be made by the Borrower
to the Bank  shall be made in immediately available funds in the
Currency of Account, at such place and/or account as the Bank
shall notify the Borrower and shall be made in full  (i) free of
any restriction or condition (ii) without set-off or
counterclaim and (iii) free and clear of and without deduction
or withholding for any present or future taxes, goods or
services tax, duties, levies or other deductions of whatever
nature ("Taxes"). If the Borrower is compelled by law to make
such deduction or withholding it shall pay such Taxes and shall
pay to the Bank such additional amounts as may be necessary for
the Bank to receive on the due date of each relevant payment and
retain a net amount equal to the sum it would have received and
retained had no such deduction or withholding been required or
made.

16) Governing Law

This Committed Facility Letter shall be governed by the Laws of
Singapore.

17) Jurisdiction

The Company submits to the non-exclusive jurisdiction of the
courts of Singapore.

Where terms and conditions are not already expressly indicated
above, our "Standard Terms and Conditions" attached hereto and
other terms and conditions contained in the Bank's standard
printed forms applicable to each Facility granted shall apply.
Where there is any conflict between the terms expressly
indicated herein and the former, the terms and conditions of
this Committed Facility letter shall prevail.

Kindly confirm your acceptance of our terms and conditions by
signing and affixing your Company's stamp on the duplicate of
this Committed Facility letter and returning the same to us
together with the attached Standard Terms and Conditions and
your Company's resolutions.  This letter supercedes all previous
Committed Facility letters.

Yours faithfully
for Bank One, NA
Singapore Branch


/s/ Dennis Portelli
Dennis Portelli
Vice President


TO: BANK ONE, NA, SINGAPORE BRANCH

We confirm acceptance of the Committed Facility on the above
stipulated terms and conditions and hereby irrevocably give
permission to the Bank and its officers and employees in
Singapore to disclose at any time any information concerning any
matters or transactions in relation to the Committed Facility
and any account (including any information whatsoever regarding
monies in or other relevant particulars of such account) which
we now have or may hereafter have with the Bank to

any guarantor(s), co-debtor(s), co-mortgagors(s), joint
holder(s), or any authority;

(b) any potential assignee or transferee or guarantor or any
other person who has entered into or is proposing to enter in
contractual arrangements with the Bank or us; and

(c) any officers and employees of the Bank, its head office
and/or other branches, agencies and representative offices
within and outside Singapore.


Authorised signatory:            Nguyen Van Hien


Company Stamp:                   _________________________


Designation:                     _________________________



for and on behalf of             _________________________
Richardson Electronics Pte Ltd    Date



BANK ONE, NA, TOKYO BRANCH


Standard Terms and Conditions relating to Japanese yen-
denominated banking facilities (the "Facilities") granted by the
Bank One, NA, Tokyo Branch (the "Bank") forming part of the
Bank's Facility Letter to Richardson Electronics KK (the
"Borrower").  These Standard Terms and Conditions, together with
the Agreement on Bank Transactions, supplement the Facility
Letter.  In the event of a conflict or inconsistency between the
terms of these Standard Terms and Conditions and the Agreement
on Bank Transactions, the terms of the Agreement on Bank
Transactions shall govern and control.

A GENERAL

1. Interest

1.1 Interest for bills facilities (including without limitation,
additional or overdue interest) shall be calculated on a daily
basis and based on a 360-day year or such other basis as may be
determined by the Bank from time to time.

1.2 All interest (whether under this clause or any other clause
hereof) shall be charged and payable at the respective rates and
payable at the times provided under the Facility Letter and
these Terms and Conditions up to the date of full payment of the
amounts due, as well after as before any judgment obtained in
respect thereof.

2. Additional Interest

2.1 Interest on overdue payments in respect of bills facilities
shall be charged at the rate of 3% per annum above the
contracted rate in the Facility Letter or the Overdue Interest
Rate, whichever is the lower, or such other rate (s) as the Bank
may determine from time to time.

2.2 Interest on any bills facilities utilised by the Borrower
prior to formal activation of the Facilities pursuant to the
Facility Letter issued by the Bank to the Borrower or on an
adhoc basis shall be charged at 3% per annum above the Japanese
yen Rate or such other rate (s) as the Bank may determine from
time to time. Interest on overdue payments in respect of such
facilities used prior to such formal activation shall be charged
at the Overdue Interest Rate.

2.3 Upon recall of any of the Facilities, interest shall be
charged at the Overdue Interest Rate on the outstanding
principal, interest and other money (s) due and owing to the
Bank from the date of recall until the date of full payment.

3. Commission

3.1 Commission on bank guarantees shall be calculated based on
the validity period (including the claims period) of the
guarantee subject to a minimum duration of one year and the
Bank's minimum charge prevailing from time to time. Commission
shall be payable in one lump sum in advance.

4. Fees and Other Expenses

4.1 The Borrower shall pay:

   4.1.1 all GST, stamp duties, registration fees, reasonable
legal fees, administrative fees and reasonable out-of-pocket
expenses incurred by the Bank in connection with the Facilities
and the preparation, execution, registration of the security
documents (if any) and perfection of the security (if any), and
all other documents required by the Bank in relation to the
Facilities at such time deemed appropriate by the Bank; and

   4.1.2 all legal fees as between solicitor and client on a
full indemnity basis and all other costs and disbursements in
connection with demanding and enforcing payment of moneys due
and owing to the Bank under or in connection with the
Facilities.

   4.1.3 all fees associated with the issuance and fronting of
letters of credit.

   4.1.4 all fees and interest if any payment under a credit
facility occurs on a date which is not the last day of the
applicable interest period for such a credit facility, whether
because of acceleration, prepayment or otherwise, the Borrower
will indemnify the Bank for any loss or cost incurred by it
resulting therefrom, including, without limitation, any loss or
cost in liquidating or redeploying deposits acquired to fund or
maintain the credit facility.

4.2 Any such fees and expenses and any insurance premiums,
property tax, valuation fees, GST, governmental or statutory
levies and taxes and any other costs, charges, expenses and
payments due and unpaid by the Borrower may be met by the Bank
at its discretion; and interest on such amounts paid on behalf
of the Borrower by the Bank shall be charged at the Overdue
Interest Rate from the date of payment by the Bank to the date
of full repayment thereof by the Borrower to the Bank.

5. Right to Debit Accounts

The Bank shall have the right (but not the obligation) at any
time and without prior notice to the Borrower to debit the
Borrower's account with interest, charges, commission, fees,
expenses, normal bank charges, costs,  GST and other taxes and
levies, amounts overdue in respect of trust receipts, term
bills, performance guarantees, indemnities, bonds, loans and all
other moneys whatsoever due and owing from the Borrower to the
Bank under or in connection with the Facilities. If such
debiting causes the Borrower's account to be overdrawn, interest
shall be payable on the amount overdrawn at the Overdue Interest
Rate calculated on a daily basis with monthly rests and based on
a 360-day year subject to a monthly minimum charge of Yen 1,000
or such other amount as may be determined by the Bank from time
to time.

6. Right of Set-off

In addition to any lien, right of set-off or other rights which
the Bank may have, the Bank shall be entitled at any time and
without notice to the Borrower to combine or consolidate all or
any of the accounts and liabilities of the Borrower with or to
the Bank (in Japan or elsewhere) or set-off or transfer any sum
or sums standing to the credit of one or more of such accounts
in or towards the satisfaction of any of the liabilities of the
Borrower to the Bank on any other account or accounts (in Japan
or elsewhere) or in any other respect whether such liabilities
be actual or contingent, primary or collateral, several or
joint, or such accounts be held by the Borrower alone, jointly
or jointly with any other persons and notwithstanding that the
credit balances on such accounts and the liabilities on any
other accounts may not be expressed in the same currency and the
Bank shall have the right to effect any necessary conversions at
its own rate of exchange then prevailing.

7. Information

The Borrower/guarantor shall supply to the Bank immediately upon
request all statements, information, materials and explanations
(except information of a proprietary nature) regarding the
operations and finances of the Borrower/guarantor as may be
reasonably required by the Bank from time to time.

8. Certificates and Statements

A statement or certificate signed by the President, Deputy
President, Executive Vice President, Senior Vice-President,
Vice-President, Assistant Vice President, Treasurer, Legal
Officer or any authorised officer of the Bank as to (i) the
moneys and liabilities for the time being due to or incurred by
the Bank, (ii) its costs of funds, or (iii) any interest rate
applicable to the Facility Letter shall subject only to clerical
mistakes appearing on the face of the statement or certificate
be final and conclusive and be binding on the Borrower.

9. Notice of Demand

Any demand for payment of moneys or other demand or notice in
relation to the Facilities or any matters hereunder arising out
of an Event of Default may be signed by the President, Deputy
President, Executive Vice President, Senior Vice President,
First Vice President, Vice President, Assistant Vice President,
Treasurer, Legal Officer or other authorised officer for the
time being of the Bank or by the Bank's solicitors, and made by
letter addressed to the Borrower and sent by post to or left at
the registered office or principal place of business (where
applicable) in Japan or address in Japan of the Borrower in the
records of the Bank and a notice or demand so given or made
shall be deemed to be given or made or received on the day it
was so left or the day following that on which it is posted as
the case may be notwithstanding that it is returned by the post
office undelivered. In addition where there is more than one
Borrower, any demand or notice may be served by the Bank on
either/any of the Borrowers only and such service shall be
deemed to be sufficient service in respect of both/all the
Borrowers.

10. Events of Default

10.1 The outstanding facilities together with accrued interest
and all other monies payable to the Bank shall become
immediately due and payable and the Bank's security shall become
immediately enforceable without further demand in any of the
following events:

   10.1.1 if the Borrower or any guarantor fails to pay the Bank
(a) on demand, any monies on the facilities granted or (b) on
due date, any loan repayments, or (c) fails to perform or comply
with any one or more of its other obligations under the Facility
Letter and if in the opinion of the Bank that default is capable
of remedy, it is not in the opinion of the Bank remedied within
15 days after notice of that default has been given to it by the
Bank; or;

   10.1.2 if legal proceedings of any nature shall be instituted
against the Borrower or any guarantor or any event occurs or
circumstances arise including changes in the financial
conditions of the Borrower or any guarantor which, in the
opinion of the Bank, would materially and adversely affect the
Borrower's or the guarantor's ability to repay the Bank;

   10.1.3 if the Borrower or guarantor is (or could be deemed by
law or a court to be) insolvent, is unable to pay its debts as
they fall due, stops, suspends or threatens to stop or suspend
payment of all or any part (or of a particular type) of its
indebtedness, begins negotiations or takes any proceeding or
other step with a view to readjustment, rescheduling or deferral
of all of its indebtedness (or of any part or a particular type
of its indebtedness which it will otherwise be unable to pay
when due), or proposes or makes a general assignment or an
arrangement or composition with or for the benefit of the
relevant creditors, or ceases or threatens to cease to carry on
its business or any part of its business, or a moratorium is
agreed or declared in respect of or affecting all or any part of
(or a particular type of) its indebtedness;

   10.1.4 if any action or any other steps has been taken or
legal proceedings been started or threatened against the
Borrower or guarantor for its bankruptcy, winding-up,
dissolution, judicial management or re-organisation or for the
appointment of a receiver, receiver and manager, judicial
manager, trustee or similar officer of it or of any or all of
its assets;

   10.1.5 if any representation, warranty or statement by the
Borrower or by any guarantor in the Facility Letter is not
complied with or is or proves to have been incorrect in any
respect when made or, if it had been made on any later date by
reference to the circumstances then existing, would have been
incorrect in any respect on that later date;

   10.1.6 if any other indebtedness in excess of, singly or in
the aggregate equivalent amount of US$250,000, in respect of
borrowed money of the Borrower is not paid when due nor within
any applicable grace period in any agreement relating to that
indebtedness or becomes (or becomes capable of being rendered)
due and payable before its normal maturity by reason of a
default or event of default, however described;

   10.1.7 if a distress, attachment, execution or other legal
process is levied, enforced or sued out on or against the assets
of the Borrower or any guarantor and, in the opinion of the
Bank, such event has or could have a material adverse effect on
the Borrower or such guarantor;

   10.1.8 if the Borrower or any guarantor ceases or threatens
to cease, to carry on all on a material part of its business;

   10.1.9 if any agency of any state seizes, compulsorily
acquires, expropriates or nationalises all or a material part of
the assets or shares of any of the Borrower or guarantor;

   10.1.10 if it is or will become unlawful for the Borrower or
any guarantor to perform or comply with any one or more of its
obligations under the Facility Letter;

  10.1.11 if any change in the shareholders of the Borrower
occurs in their respective shareholdings without the prior
consent in writing of the Bank;

   10.1.12 if any action, condition or thing (including the
obtaining of any necessary consents) at any time required to be
taken, fulfilled or done in order to enable the Borrower
lawfully to enter into, exercise its rights and perform and
comply with its obligations under the Facility Letter has not
been taken, fulfilled or done or any such consent ceases to be
in full force and effect without modification or any condition
in or relating to any such consent is not complied with; or
   10.1.13 if the Facility Letter  ceases to be (or is claimed
by the Borrower not to be) the legal and valid obligation of the
Borrower;

   10.1.14 if any litigation, arbitration or administrative
proceeding is current or pending (a) to restrain the exercise of
any of the rights and/or the performance or enforcement of or
compliance with any of the obligations of the Borrower under the
Facility Letter  to which it is a party or (b) which has or
could have a material adverse effect on the Borrower or any
guarantor;

   10.1.15 if any event shall occur which under the laws of any
applicable jurisdiction has an effect equivalent to any of the
events referred to in this Clause 11; or

   10.1.16 if any event occurs or circumstances arise which, in
the opinion of the Bank, gives reasonable grounds for believing
that the Borrower or any guarantor may not (or may be unable to)
perform or comply with any one or more of its obligations under
the Facility Letter  or these Terms.

11. Indemnity

The Borrower unconditionally and irrevocably undertakes to keep
the Bank fully indemnified from and against all liabilities,
claims, damages, judgments, costs (including legal costs on a
full indemnity basis), expenses and disbursements of any kind
whatsoever, legal or otherwise, which the Bank may sustain, or
incur under or in connection with the Facilities. The Borrower
shall further indemnify the Bank for any funding or other cost
(including without limitation, legal costs on a full indemnity
basis), loss, expense or liability sustained or incurred as a
result of any prepayment or the occurrence of an Event of
Default.

12. Indulgence of Bank

Notwithstanding the fact that the Bank may have delayed or
failed or omitted to exercise any right, power, privilege, claim
or remedy available to it on default by the Borrower and/or
guarantor or that it may have accepted payment for any moneys
outstanding under the Facilities after such default the Bank
shall not be held to have waived or condoned or acquiesced in
such default and may at any time thereafter exercise all or any
of the remedies available to it and any delay or indulgence on
the part of the Bank in taking steps to enforce any rights or
remedies conferred on or available to it shall not be held to
prejudice or be a waiver of its rights of action in respect
thereof.

13. No Waiver

No failure or delay by the Bank in exercising any right, power
or privilege hereunder shall impair the same or operate as a
waiver thereof nor shall any single or partial exercise of any
right, power or privilege preclude any further exercise thereof
or the exercise of any other right, power or privilege.  The
rights and remedies herein provided are cumulative and not
exclusive of any rights and remedies provided by law.  No waiver
by the Bank shall be effective unless it is in writing.

14. Change of Address

Any change of address of the Borrower/guarantor must be promptly
notified to the Bank in writing or in any other manner agreed to
by the Bank.

15. Right of Disclosure

15.1 To the extent permitted by applicable law, and without
prejudice to all rights of the Bank to disclose information
relating to the account of the Borrower, the Bank is permitted
by the Borrower to disclose (whether with or without notice to
the Borrower and whether orally or in writing) any information
concerning any matters or transactions in relation to the
Facilities and the account (including any information whatsoever
regarding the money or other relevant particulars of the
account) which the Borrower now has or may hereafter have with
the Bank:

   15.1.1 to any guarantor for the Facilities for any purposes
relating to the Facilities and any security therefor;

   15.1.2 to any solicitor (s) acting for the Bank, the
Borrower, any guarantor or any other party involved with the
Facilities or any security therefor, in relation to the accounts
of the Borrower, the Facilities and any security given in
connection therewith;

   15.1.3 to the Commissioner of Stamp Duties, the Registry of
Companies, Registry of Businesses, Registry of  Titles, Registry
of Deeds and/or any other government officials or departments or
relevant bodies to whom the Bank deems fit to disclose
information, for purposes in connection with stamping (or
assessment of stamp duties on), registering, lodging or filing
any or all documents or conducting of searches in connection
with the Facilities;

   15.1.4 to any proposed transferee or assignee of any rights
and obligations of the Bank under or relating to the Facilities
and any security therefor for any purposes connected with such
proposed transfer or assignment; and

   15.1.5 to any officers and employees of the Bank, its head
office and/or other branches, agencies and representative
offices within and outside Japan for the purpose of credit
appraisal or review and carrying out collation, synthesis or
processing of information.



16. Goods and Services Tax

In the event that any GST or any other taxes levies or charges
whatsoever are now or hereafter required by law to be paid on or
in respect of any sums payable to the Bank or any other matters
under or relating to the Facilities or any security relating to
the Facilities, the same shall be borne by the Borrower and the
Borrower shall pay to the Bank the amount of any such GST or
other taxes, levies or charges (or such part thereof which the
law does not prohibit the Bank from collecting from the
Borrower) on or before the same becomes due under law, in
addition to all other sums payable to the Bank in relation to
the Facilities and the Borrower shall indemnify the Bank against
payment thereof.

17. Other Terms and Conditions

All other terms and conditions set out in any agreements
required by the Bank to be executed in relation to the
Facilities shall also apply.

18. Severability

If any one or more of the provisions contained herein or any
part thereof shall be deemed invalid, unlawful or unenforceable
in any respect under any applicable law, the validity, legality
and enforceability of the remaining provisions or part thereof
contained herein shall not in any way be affected or impaired
but these Terms and Conditions shall be construed as if such
invalid, unlawful or unenforceable provision or part thereof had
never been contained herein.

19. Governing Law

These Terms and Conditions and all matters relating to the
Facilities shall be governed by the laws of Ilinois and the
Borrower shall submit to the non-exclusive jurisdiction of the
Courts in Illinois.

20. Successors and Assigns

20.1 The Facility Letter shall be binding upon and inure to the
benefit of the Borrower and the Bank and the respective
successors in title and assigns of the Bank and any reference in
the Facility Letter to any party shall be construed accordingly.
All undertakings, agreements, representations and warranties
given, made or entered into by the Borrower under the Facility
Letter shall survive the making of any assignments hereunder.

20.2 The Borrower shall have no right to assign or transfer any
of its rights hereunder and it shall remain fully liable for all
of its undertakings, agreements, duties, liabilities and
obligations hereunder, and for the due and punctual observance
and performance thereof.

20.3 The Bank (hereinafter called the "Assignor Bank") may at
any time (without having to obtain any consent from the
Borrower) assign all or part of its rights or transfer all or
part of its obligations under the Facility Letter to any one or
more banks or other lending institutions (each of which is in
this Clause called an "Assignee Bank").  Any such Assignee Bank
shall be treated as a party to the Facility Letter for all
purposes of the Facility Letter and shall be entitled to the
full benefit of the Facility Letter to the same extent as if it
were an original party in respect of the rights or obligations
assigned or transferred to it and all references in the Facility
Letter to the Assignor Bank shall subsequently be construed as
references to the Assignor Bank and its Assignee Bank or
Assignee Banks to the extent of their respective participations
and the Borrower shall subsequently look only to the Assignee
Bank or Assignee Banks (to the exclusion of the Assignor Bank)
in respect of that proportion of the Assignor Bank's obligations
under the Facility Letter as corresponds to such Assignee Bank's
or Assignee Banks' respective participations in the Facility
Letter and accordingly the Assignor Bank's commitment under the
Facility Letter shall be appropriately reduced and the Assignee
Bank shall assume a commitment (or, as the case may be, the
Assignee Banks shall proportionately assume commitments in
aggregate) equal to such reduction in the Assignor Bank's
commitment.


B ADDITIONAL TERMS APPLICABLE TO INCORPORATED CORPORATIONS

21. Negative Pledge

21.1 The Borrower shall not create or permit to arise or subsist
any charge, mortgage, pledge or lien in respect of any of its
properties and assets (except for such pledge made directly in
connection with the purchase of inventory in the ordinary course
of business, with a value of such inventory (valued at the cost
of such inventory) owned by the Borrower taken as a whole not
exceeding the equivalent dollar amount of US$500,000 in the
aggregate at any time), nor factor nor assign any of its
accounts receivable without the prior written consent of the
Bank, such consent not to be unreasonably withheld.

21.2 The Borrower shall not (disregarding sales of stock-in-
trade in the ordinary course of business) sell, lease, transfer
or otherwise dispose of, whether by  a single transaction or by
a number of transactions, whether related or not, all or any
part of its assets which either alone or aggregated with all
other disposals required to be taken in account, could in the
opinion of the Bank have a material and adverse effect on its
financial condition or business operations.

22. Accounts and Reports

The Borrower and guarantor shall submit to the Bank the
applicable financial statements required under Section 6.1 of
the U.S. Revolver, together with such other financial statements
and information as may be reasonably requested by the Bank.

23. Reorganisation/Changes

23.1 The Borrower shall not without the prior written consent of
the Bank, such consent not to be unreasonably  withheld:

   23.1.1 undertake or permit any re-organisation, amalgamation,
reconstruction, take-over, substantial change of shareholders or
any other schemes of compromise or arrangement affecting its
present constitution; and

   23.1.2 make substantial alteration to the nature of its
business or amend or alter any of the provisions in the
Borrower's Memorandum and Articles of Association relating to
its borrowing powers and principal business activities.

24. Winding-up/Judicial Manager

The Borrower and guarantor shall immediately notify the Bank
verbally of any petition filed or notice issued for passing of a
resolution for the winding-up or appointment of a judicial
manager of the Borrower and/or the guarantor. All verbal
notifications shall be followed up within 24 hours by written
notification.

25. Pari passu

The Borrower shall ensure that at all times the claims of the
Bank against the Borrower shall rank at least pari passu in
right and priority of payment with all its other present and
future unsecured indebtedness;

26. Right of Inspection

The Borrower undertakes that the Bank shall have the right and
the Borrower shall permit the Bank to enter upon any land or
premises belonging to the Borrower or where it carries on its
business and inspect the same and to inspect all accounts
records and statements of the Borrower of a non proprietary
nature and the Borrower shall give to the Bank such written
authorities or other directions and provide such facilities and
access as the Bank may reasonably require for the aforesaid
inspections.

C INTERPRETATION

27.1 "Agreement on Bank Transactions" shall mean the Agreement
on Bank Transactions, dated July _____, 2000, entered into by
the Borrower and the Guarantor for the benefit of the Bank.

27.2 "Business Day" means any day, excluding Saturdays, Sundays
and Public Holidays, on which banks are open  in Japan for
transaction of business of the nature set forth in the Facility
Letter and in relation to advances and payments in United States
Dollars, also a day on which deposits in United States Dollars
may be dealt with on the Japan interbank market and on which
banks in New York City are open for business;

27.3 "GST" means any goods and services tax or any other taxes
levies or charges whatsoever of a similar nature which may be
substituted for or levied in addition to any such tax, by
whatever named called;

27.4 "Facility Letter" means the Bank's letter of offer to the
Borrower including supplements thereto and any amendments,
variations or modifications thereof;

27.5 "Guarantor" shall mean Richardson Electronics, Ltd.,
together with any guarantor, surety or indemnitor for the
Facilities;

27.6 "Interest Period" means a period of one, two, three or six
months commencing on a Business Day selected by the Borrower.
Such 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 next, second, third or
sixth succeeding month, such Interest Period shall end on the
last Business Day of such next, second, third or sixth
succeeding month.  If an Interest Period would otherwise end on
a day which is not a Business Day, such 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 Interest Period shall end on the immediately
preceding Business Day.

27.7 "Overdue Interest Rate" means the rate per annum of 3%
above the applicable interest rate set forth in Section 2(a) of
the Facility Letter;

27.8 "Person" shall include any corporation, firm, partnership,
society, association, statutory body and agency and governmental
authority, whether local or foreign;

27.9 "TIBOR" the domestic yen TIBOR rate (expressed as a
percentage per annum) for the period corresponding to each
Interest Period, appearing as the rate published by the
Federation of Bankers Association of Japan on the "17097" page
on the TELERATE screen, which is indicated as the rate as of
11:00 a.m. (Tokyo time) two Business Days before the first day
of the Interest Period.  If such page on the TELERATE screen is
not available for any reason on the date the interest rate is to
be determined, the applicable interest rate shall be determined
by reference to the interest rates offered on loans available by
the Bank of the Tokyo financial market on the same date.

27.10 "Yen" or "Japanese Yen" shall mean the lawful currency of
Japan.

27.11 "U.S. Revolver" shall have the meaning ascribed thereto in
the Facility Letter.

28. Where two or more persons constitute the expression the
"Borrower" all covenants, agreements, undertakings,
stipulations, conditions and other provisions hereof and their
liability hereunder shall be deemed to be, be made by and be
binding on them jointly and severally.

29. Clauses and other headings are for ease of reference and
shall not affect the interpretation of any provision hereof.



By:    /s/ Dennis Portelli
Title:     Vice President
Date:      July 1, 2000


BANK ONE, NA, SINGAPORE BRANCH

Standard Terms and Conditions relating to Singapore Dollars
banking facilities (the "Facilities") granted by the Bank One,
NA, Singapore Branch (the "Bank") forming part of the Bank's
Facility Letter to Richardson Electronics Pte Ltd (the
"Borrower").

A GENERAL

1. Interest

1.1 Interest for bills facilities (including without limitation,
additional or overdue interest) shall be calculated on a daily
basis and based on a 360-day year (365-day year for Singapore
dollars) or such other basis as may be determined by the Bank
from time to time.

1.2 All interest (whether under this clause or any other clause
hereof) shall be charged and payable at the respective rates and
payable at the times provided under the Facility Letter and
these Terms and Conditions up to the date of full payment of the
amounts due, as well after as before any judgment obtained in
respect thereof.

2. Additional Interest

2.1 Interest on overdue payments in respect of bills facilities
shall be charged at the rate of 3% per annum above the
contracted rate in the Facility Letter or the Overdue Interest
Rate, whichever is the lower, or such other rate (s) as the Bank
may determine from time to time.

2.2 Interest on any bills facilities utilised by the Borrower
prior to formal activation of the Facilities pursuant to the
Facility Letter issued by the Bank to the Borrower or on an
adhoc basis shall be charged at 3% per annum above the Prime
Rate or such other rate (s) as the Bank may determine from time
to time. Interest on overdue payments in respect of such
facilities used prior to such formal activation shall be charged
at the Overdue Interest Rate.

2.3 Upon recall of any of the Facilities, interest shall be
charged at the Overdue Interest Rate on the outstanding
principal, interest and other money (s) due and owing to the
Bank from the date of recall until the date of full payment.

3. Commission

3.1 Commission on bank guarantees shall be calculated based on
the validity period (including the claims period) of the
guarantee subject to a minimum duration of one year and the
Bank's minimum charge prevailing from time to time. Commission
shall be payable in one lump sum in advance.

4. Fees and Other Expenses

4.1 The Borrower shall pay:

   4.1.1 all GST, stamp duties, registration fees, reasonable
legal fees, administrative fees and reasonable out-of-pocket
expenses incurred by the Bank in connection with the Facilities
and the preparation, execution, registration of the security
documents (if any) and perfection of the security (if any), and
all other documents required by the Bank in relation to the
Facilities at such time deemed appropriate by the Bank; and

   4.1.2 all legal fees as between solicitor and client on a
full indemnity basis and all other costs and disbursements in
connection with demanding and enforcing payment of moneys due
and owing to the Bank under or in connection with the
Facilities.

   4.1.3 all fees associated with the issuance and fronting of
letters of credit.

   4.1.4 all fees and interest if any payment under a credit
facility occurs on a date which is not the last day of the
applicable interest period for such a credit facility, whether
because of acceleration, prepayment or otherwise, the Borrower
will indemnify the Bank for any loss or cost incurred by it
resulting therefrom, including, without limitation, any loss or
cost in liquidating or redeploying deposits acquired to fund or
maintain the credit facility.

4.2 Any such fees and expenses and any insurance premiums,
property tax, valuation fees, GST, governmental or statutory
levies and taxes and any other costs, charges, expenses and
payments due and unpaid by the Borrower may be met by the Bank
at its discretion; and interest on such amounts paid on behalf
of the Borrower by the Bank shall be charged at the Overdue
Interest Rate from the date of payment by the Bank to the date
of full repayment thereof by the Borrower to the Bank.

5. Right to Debit Accounts

The Bank shall have the right (but not the obligation) at any
time and without prior notice to the Borrower to debit the
Borrower's account with interest, charges, commission, fees,
expenses, normal bank charges, costs,  GST and other taxes and
levies, amounts overdue in respect of trust receipts, term
bills, performance guarantees, indemnities, bonds, loans and all
other moneys whatsoever due and owing from the Borrower to the
Bank under or in connection with the Facilities. If such
debiting causes the Borrower's account to be overdrawn, interest
shall be payable on the amount overdrawn at the Overdue Interest
Rate calculated on a daily basis with monthly rests and based on
a 360-day year (365-day year for Singapore dollars) subject to a
monthly minimum charge of US$5 (S$7.50) or such other amount as
may be determined by the Bank from time to time.

6. Right of Set-off

In addition to any lien, right of set-off or other rights which
the Bank may have, the Bank shall be entitled at any time and
without notice to the Borrower to combine or consolidate all or
any of the accounts and liabilities of the Borrower with or to
the Bank (in Singapore or elsewhere) or set-off or transfer any
sum or sums standing to the credit of one or more of such
accounts in or towards the satisfaction of any of the
liabilities of the Borrower to the Bank on any other account or
accounts (in Singapore or elsewhere) or in any other respect
whether such liabilities be actual or contingent, primary or
collateral, several or joint, or such accounts be held by the
Borrower alone, jointly or jointly with any other persons and
notwithstanding that the credit balances on such accounts and
the liabilities on any other accounts may not be expressed in
the same currency and the Bank shall have the right to effect
any necessary conversions at its own rate of exchange then
prevailing.

7. Information

The Borrower/guarantor shall supply to the Bank immediately upon
request all statements, information, materials and explanations
(except information of a proprietary nature) regarding the
operations and finances of the Borrower/guarantor as may be
reasonably required by the Bank from time to time.

8. Certificates and Statements

A statement or certificate signed by the President, Deputy
President, Executive Vice President, Senior Vice-President,
Vice-President, Assistant Vice President, Treasurer, Legal
Officer or any authorised officer of the Bank as to (i) the
moneys and liabilities for the time being due to or incurred by
the Bank, (ii) its costs of funds, or (iii) any interest rate
applicable to the Facility Letter shall subject only to clerical
mistakes appearing on the face of the statement or certificate
be final and conclusive and be binding on the Borrower.

9. Notice of Demand

Any demand for payment of moneys or other demand or notice in
relation to the Facilities or any matters hereunder arising out
of an Event of Default may be signed by the President, Deputy
President, Executive Vice President, Senior Vice President,
First Vice President, Vice President, Assistant Vice President,
Treasurer, Legal Officer or other authorised officer for the
time being of the Bank or by the Bank's solicitors, and made by
letter addressed to the Borrower and sent by post to or left at
the registered office or principal place of business (where
applicable) in Singapore or address in Singapore of the Borrower
in the records of the Bank and a notice or demand so given or
made shall be deemed to be given or made or received on the day
it was so left or the day following that on which it is posted
as the case may be notwithstanding that it is returned by the
post office undelivered. In addition where there is more than
one Borrower, any demand or notice may be served by the Bank on
either/any of the Borrowers only and such service shall be
deemed to be sufficient service in respect of both/all the
Borrowers.

10. Events of Default

10.1 The outstanding facilities together with accrued interest
and all other monies payable to the Bank shall become
immediately due and payable and the Bank's security shall become
immediately enforceable without further demand in any of the
following events:

   10.1.1 if the Borrower or any guarantor fails to pay the Bank
(a) on demand, any monies on the facilities granted or (b) on
due date, any loan repayments, or (c) fails to perform or comply
with any one or more of its other obligations under the Facility
Letter and if in the opinion of the Bank that default is capable
of remedy, it is not in the opinion of the Bank remedied within
15 days after notice of that default has been given to it by the
Bank; or;

   10.1.2 if legal proceedings of any nature shall be instituted
against the Borrower or any guarantor or any event occurs or
circumstances arise including changes in the financial
conditions of the Borrower or any guarantor which, in the
opinion of the Bank, would materially and adversely affect the
Borrower's or the guarantor's ability to repay the Bank;

   10.1.3 if the Borrower or guarantor is (or could be deemed by
law or a court to be) insolvent, is unable to pay its debts as
they fall due, stops, suspends or threatens to stop or suspend
payment of all or any part (or of a particular type) of its
indebtedness, begins negotiations or takes any proceeding or
other step with a view to readjustment, rescheduling or deferral
of all of its indebtedness (or of any part or a particular type
of its indebtedness which it will otherwise be unable to pay
when due), or proposes or makes a general assignment or an
arrangement or composition with or for the benefit of the
relevant creditors, or ceases or threatens to cease to carry on
its business or any part of its business, or a moratorium is
agreed or declared in respect of or affecting all or any part of
(or a particular type of) its indebtedness;

   10.1.4 if any action or any other steps has been taken or
legal proceedings been started or threatened against the
Borrower or guarantor for its bankruptcy, winding-up,
dissolution, judicial management or re-organisation or for the
appointment of a receiver, receiver and manager, judicial
manager, trustee or similar officer of it or of any or all of
its assets;

   10.1.5 if any representation, warranty or statement by the
Borrower or by any guarantor in the Facility Letter is not
complied with or is or proves to have been incorrect in any
respect when made or, if it had been made on any later date by
reference to the circumstances then existing, would have been
incorrect in any respect on that later date;

   10.1.6 if any other indebtedness in excess of, singly or in
the aggregate equivalent amount of US$250,000, in respect of
borrowed money of the Borrower is not paid when due nor within
any applicable grace period in any agreement relating to that
indebtedness or becomes (or becomes capable of being rendered)
due and payable before its normal maturity by reason of a
default or event of default, however described;

   10.1.7 if a distress, attachment, execution or other legal
process is levied, enforced or sued out on or against the assets
of the Borrower or any guarantor and, in the opinion of the
Bank, such event has or could have a material adverse effect on
the Borrower or such guarantor;

   10.1.8 if the Borrower or any guarantor ceases or threatens
to cease, to carry on all on a material part of its business;

   10.1.9 if any agency of any state seizes, compulsorily
acquires, expropriates or nationalises all or a material part of
the assets or shares of any of the Borrower or guarantor;

   10.1.10 if it is or will become unlawful for the Borrower or
any guarantor to perform or comply with any one or more of its
obligations under the Facility Letter;

   10.1.11 if any change in the shareholders of the Borrower
occurs in their respective shareholdings without the prior
consent in writing of the Bank;

   10.1.12 if any action, condition or thing (including the
obtaining of any necessary consents) at any time required to be
taken, fulfilled or done in order to enable the Borrower
lawfully to enter into, exercise its rights and perform and
comply with its obligations under the Facility Letter has not
been taken, fulfilled or done or any such consent ceases to be
in full force and effect without modification or any condition
in or relating to any such consent is not complied with; or

   10.1.13 if the Facility Letter  ceases to be (or is claimed
by the Borrower not to be) the legal and valid obligation of the
Borrower;

   10.1.14 if any litigation, arbitration or administrative
proceeding is current or pending (a) to restrain the exercise of
any of the rights and/or the performance or enforcement of or
compliance with any of the obligations of the Borrower under the
Facility Letter  to which it is a party or (b) which has or
could have a material adverse effect on the Borrower or any
guarantor;

   10.1.15 if any event shall occur which under the laws of any
applicable jurisdiction has an effect equivalent to any of the
events referred to in this Clause 11; or

   10.1.16 if any event occurs or circumstances arise which, in
the opinion of the Bank, gives reasonable grounds for believing
that the Borrower or any guarantor may not (or may be unable to)
perform or comply with any one or more of its obligations under
the Facility Letter or these Terms.

11. Indemnity

 The Borrower unconditionally and irrevocably undertakes to keep
the Bank fully indemnified from and against all liabilities,
claims, damages, judgments, costs (including legal costs on a
full indemnity basis), expenses and disbursements of any kind
whatsoever, legal or otherwise, which the Bank may sustain, or
incur under or in connection with the Facilities. The Borrower
shall further indemnify the Bank for any funding or other cost
(including without limitation, legal costs on a full indemnity
basis), loss, expense or liability sustained or incurred as a
result of any prepayment or the occurrence of an Event of
Default.

12. Indulgence of Bank

Notwithstanding the fact that the Bank may have delayed or
failed or omitted to exercise any right, power, privilege, claim
or remedy available to it on default by the Borrower and/or
guarantor or that it may have accepted payment for any moneys
outstanding under the Facilities after such default the Bank
shall not be held to have waived or condoned or acquiesced in
such default and may at any time thereafter exercise all or any
of the remedies available to it and any delay or indulgence on
the part of the Bank in taking steps to enforce any rights or
remedies conferred on or available to it shall not be held to
prejudice or be a waiver of its rights of action in respect
thereof.

13. No Waiver

No failure or delay by the Bank in exercising any right, power
or privilege hereunder shall impair the same or operate as a
waiver thereof nor shall any single or partial exercise of any
right, power or privilege preclude any further exercise thereof
or the exercise of any other right, power or privilege.  The
rights and remedies herein provided are cumulative and not
exclusive of any rights and remedies provided by law.  No waiver
by the Bank shall be effective unless it is in writing.

14. Change of Address

Any change of address of the Borrower/guarantor must be promptly
notified to the Bank in writing or in any other manner agreed to
by the Bank.

15. Right of Disclosure

15.1 The Bank shall abide by its statutory obligations to keep
information relating to the account of the Borrower
confidential. Without prejudice to all rights of the Bank to
disclose information relating to the account of the Borrower,
and for all purposes whether under common law or Section 47 (4)
(a) of the Banking Act (as amended or re-enacted from time to
time) or otherwise, the Bank and all persons to whom Section 47
(3) of that Act applies are permitted by the Borrower to
disclose (whether with or without notice to the Borrower and
whether orally or in writing) any information concerning any
matters or transactions in relation to the Facilities and the
account (including any information whatsoever regarding the
money or other relevant particulars of the account) which the
Borrower now has or may hereafter have with the Bank:

   15.1.1  to any guarantor for the Facilities for any purposes
relating to the Facilities and any security therefor;

   15.1.2 to any solicitor (s) acting for the Bank, the
Borrower, any guarantor or any other party involved withthe
Facilities or any security therefor, in relation to the accounts
of the Borrower, the Facilities and any security given in
connection therewith;

   15.1.3 to the Commissioner of Stamp Duties, the Registry of
Companies, Registry of Businesses, Registry of  Titles, Registry
of Deeds and/or any other government officials or departments or
relevant bodies to whom the Bank deems fit to disclose
information, for purposes in connection with stamping (or
assessment of stamp duties on), regiSterling, lodging or filing
any or all documents or conducting of searches in connection
with the Facilities;

   15.1.4 to any proposed transferee or assignee of any rights
and obligations of the Bank under or relating to the Facilities
and any security therefor for any purposes connected with such
proposed transfer or assignment; and

   15.1.5 to any officers and employees of the Bank, its head
office and/or other branches, agencies and representative
offices within and outside Singapore for the purpose of credit
appraisal or review and carrying out collation, synthesis or
processing of information.

16. Goods and Services Tax

In the event that any GST or any other taxes levies or charges
whatsoever are now or hereafter required by law to be paid on or
in respect of any sums payable to the Bank or any other matters
under or relating to the Facilities or any security relating to
the Facilities, the same shall be borne by the Borrower and the
Borrower shall pay to the Bank the amount of any such GST or
other taxes, levies or charges (or such part thereof which the
law does not prohibit the Bank from collecting from the
Borrower) on or before the same becomes due under law, in
addition to all other sums payable to the Bank in relation to
the Facilities and the Borrower shall indemnify the Bank against
payment thereof.

17. Other Terms and Conditions

All other terms and conditions set out in any agreements
required by the Bank to be executed in relation to the
Facilities shall also apply.

18. Severability

If any one or more of the provisions contained herein or any
part thereof shall be deemed invalid, unlawful or unenforceable
in any respect under any applicable law, the validity, legality
and enforceability of the remaining provisions or part thereof
contained herein shall not in any way be affected or impaired
but these Terms and Conditions shall be construed as if such
invalid, unlawful or unenforceable provision or part thereof had
never been contained herein.

19. Governing Law

These Terms and Conditions and all matters relating to the
Facilities shall be governed by the laws of Singapore and the
Borrower shall submit to the non-exclusive jurisdiction of the
Courts in Singapore.

20. Successors and Assigns

20.1 The Facility Letter shall be binding upon and inure to the
benefit of the Borrower and the Bank and the respective
successors in title and assigns of the Bank and any reference in
the Facility Letter to any party shall be construed accordingly.
All undertakings, agreements, representations and warranties
given, made or entered into by the Borrower under the Facility
Letter shall survive the making of any assignments hereunder.

20.2 The Borrower shall have no right to assign or transfer any
of its rights hereunder and it shall remain fully liable for all
of its undertakings, agreements, duties, liabilities and
obligations hereunder, and for the due and punctual observance
and performance thereof.

20.3 The Bank (hereinafter called the "Assignor Bank") may at
any time (without having to obtain any consent from the
Borrower) assign all or part of its rights or transfer all or
part of its obligations under the Facility Letter to any one or
more banks or other lending institutions (each of which is in
this Clause called an "Assignee Bank").  Any such Assignee Bank
shall be treated as a party to the Facility Letter for all
purposes of the Facility Letter and shall be entitled to the
full benefit of the Facility Letter to the same extent as if it
were an original party in respect of the rights or obligations
assigned or transferred to it and all references in the Facility
Letter to the Assignor Bank shall subsequently be construed as
references to the Assignor Bank and its Assignee Bank or
Assignee Banks to the extent of their respective participations
and the Borrower shall subsequently look only to the Assignee
Bank or Assignee Banks (to the exclusion of the Assignor Bank)
in respect of that proportion of the Assignor Bank's obligations
under the Facility Letter as corresponds to such Assignee Bank's
or Assignee Banks' respective participations in the Facility
Letter and accordingly the Assignor Bank's commitment under the
Facility Letter shall be appropriately reduced and the Assignee
Bank shall assume a commitment (or, as the case may be, the
Assignee Banks shall proportionately assume commitments in
aggregate) equal to such reduction in the Assignor Bank's
commitment.



B ADDITIONAL TERMS APPLICABLE TO INCORPORATED CORPORATIONS

21. Negative Pledge

21.1	The Borrower shall not create or permit to arise or subsist
any charge, mortgage, pledge or lien in respect of any of its
properties and assets (except for such pledge made directly in
connection with the purchase of inventory in the ordinary course
of business, with a value of such inventory (valued at the cost
of such inventory) owned by the Borrower taken as a whole not
exceeding the equivalent dollar amount of US$500,000 in the
aggregate at any time), nor factor nor assign any of its
accounts receivable without the prior written consent of the
Bank, such consent not to be unreasonably withheld.

21.2 The Borrower shall not (disregarding sales of stock-in-
trade in the ordinary course of business) sell, lease, transfer
or otherwise dispose of, whether by a single transaction or by a
number of transactions, whether related or not, all or any part
of its assets which either alone or aggregated with all other
disposals required to be taken in account, could in the opinion
of the Bank have a material and adverse effect on its financial
condition or business operations.

22. Accounts and Reports

The Borrower and Guarantor shall submit to the Bank the
applicable financial statements required under Section 6.1 of
the U.S. Revolver together with such other financial statements
and information as may be reasonably requested by the Bank.

23. Reorganisation/Changes

23.1 The Borrower shall not without the prior written consent of
the Bank, such consent not to be unreasonably  withheld:

   23.1.1 undertake or permit any re-organisation, amalgamation,
reconstruction, take-over, substantial change of shareholders or
any other schemes of compromise or arrangement affecting its
present constitution; and

   23.1.2 make substantial alteration to the nature of its
business or amend or alter any of the provisions in the
Borrower's Memorandum and Articles of Association relating to
its borrowing powers and principal business activities.

24. Winding-up/Judicial Manager

The Borrower and guarantor shall immediately notify the Bank
verbally of any petition filed or notice issued for passing of a
resolution for the winding-up or appointment of a judicial
manager of the Borrower and/or the guarantor. All verbal
notifications shall be followed up within 24 hours by written
notification.

25. Pari passu

The Borrower shall ensure that at all times the claims of the
Bank against the Borrower shall rank at least pari passu in
right and priority of payment with all its other present and
future unsecured indebtedness;

26. Right of Inspection

The Borrower undertakes that the Bank shall have the right and
the Borrower shall permit the Bank to enter upon any land or
premises belonging to the Borrower or where it carries on its
business and inspect the same and to inspect all accounts
records and statements of the Borrower of a non proprietary
nature and the Borrower shall give to the Bank such written
authorities or other directions and provide such facilities and
access as the Bank may reasonably require for the aforesaid
inspections.

C INTERPRETATION

27.1 "Business Day" means any day, excluding Saturdays, Sundays
and Public Holidays, on which banks are open  in Singapore for
transaction of business of the nature set forth in the Facility
Letter and in relation to advances and payments in United States
Dollars, also a day on which deposits in United States Dollars
may be dealt with on the Singapore interbank market and on which
banks in New York City are open for business;

27.2. "Costs of Funds" means the rate per annum determined by
the Bank to be the aggregate of (i):-

   (a) for amounts owing in Singapore Dollars, the rate at which
it would be able to acquire Singapore Dollars in the Singapore
interbank market at or about 11 a.m. Singapore time on the
second Business Day before the commencement of any financing
period and in amounts comparable with the amounts in relation to
which the cost of funds is to be determined; or

   (b) for amounts owing in United States Dollars, the rate at
which it would be able to acquire United States Dollars in the
Singapore interbank market at or about 11 a.m. Singapore time on
the second Business Day before the commencement of any financing
period and in amounts comparable with the amounts in relation to
which the cost of funds is to be determined;

and (ii) the rate determined by it to represent its costs of
compliance with liquidity, reserve or similar requirements
imposed by any relevant authority;".

27.3 "GST" means any goods and services tax payable under the
Goods and Services Tax Act or any other taxes levies or charges
whatsoever of a similar nature which may be substituted for or
levied in addition to any such tax, by whatever named called;

27.4 "Facility Letter" means the Bank's letter of offer to the
Borrower including supplements thereto and any amendments,
variations or modifications thereof;

27.5 "Guarantor" shall mean Richardson Electronics, Ltd together
with any guarantor, surety or indemnitor for the Facilities;

"Interest Period" means a period of one, two, three or six
months commencing on a Business Day selected by the Borrower.
Such 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 next, second, third or
sixth succeeding month.  If an Interest Period would otherwise
end on a day which is not a Business Day, such 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 Interest Period shall end on the
immediately preceding Business Day.

27.7 "Overdue Interest Rate" means the rate per annum of 3%
above the applicable Prime Rate or such other rate(s) applicable
under the Facility Letter.

27.8 "Person" shall include any corporation, firm, partnership,
society, association, statutory body and agency and governmental
authority, whether local or foreign; and

27.9 "Prime Rate" means (i) for amounts owing in United States
Dollars, the United States Dollars prime lending rate of the
Bank prevailing from time to time; or (ii) for amounts owing in
Singapore Dollars, the Singapore Dollars prime lending rate of
the Bank prevailing from time to time; which is subject to
variation without prior notice.".

27.10    "SGD$" shall mean the lawful currency of Singapore.

27.11    "SIBOR" the domestic SGD SIBOR rate (expressed as a
percentage per annum) for the period corresponding to each
Interest Period, appearing at TELERATE page 7310, which is
indicated as the rate as of 11:00 a.m. (Singapore time) two
Business Days before the first day of the Interest Period.  If
such page on the TELERATE screen is not available for any reason
on the date the interest rate is to be determined, the
applicable interest rate shall be determined by reference to the
interest rates on loans available from the Bank in the Singapore
interbank market on the same date.

27.12    "U.S. Revolver" shall have the meaning set forth in the
Facility Letter.

28. Where two or more persons constitute the expression the
"Borrower" all covenants, agreements, undertakings,
stipulations, conditions and other provisions hereof and their
liability hereunder shall be deemed to be, be made by and be
binding on them jointly and severally.

29. The borrower agrees that lending in Singapore Dollar funds
are subject to Singapore Dollar Lending Limits specified by the
Monetary Authority of Singapore and available at the Singapore
Branch. The borrower shall not use Singapore Dollar funds from
the facilities for financial investments, third country trade or
activities outside Singapore.

30. Clauses and other headings are for ease of reference and
shall not affect the interpretation of any provision hereof.


By:
Title:
Date

EX-10

Exhibit 10 (e)

(Local Currency-Single Jurisdiction)



                              ISDA (a)
           International Swap Dealers Association, Inc.

                      MASTER AGREEMENT

                 dated as of June 16, 1998
Richardson Electronics, Ltd. American National Bank and and
Trust Company of Chicago have entered and/or anticipate entering
into one or more transactions (each a "Transaction") that are or
will be governed by this Master Agreement, which includes the
schedule (the "Schedule"), and the documents and other
confirming evidence (each a "Confirmation") exchanged between
the parties confirming those Transactions.

Accordingly, the parties agree as follows: --

1. Interpretation

(a) Definitions. The terms defined in Section 12 and in the
Schedule will have the meanings therein specified for the
purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the
provisions of the Schedule and the other provisions of this
Master Agreement, the Schedule will prevail. In the event of any
inconsistency between the provisions of any Confirmation and
this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant
Transaction.

(c) Single Agreement. All Transactions are entered into in
reliance on the fact that this Master Agreement and all
Confirmations form a single agreement between the parties
(collectively referred to as this" Agreement"), and the parties
would not otherwise enter into any Transactions.

2. Obligations

(a) General Conditions.
     (i) Each party will make each payment or delivery specified
in each Confirmation to be made by it, subject to the other
provisions of this Agreement.

     (ii) Payments under this Agreement will be made on the due
date for value on that date in the place of the account
specified in the relevant Confirmation or otherwise pursuant to
this Agreement, in freely transferable funds and in the manner
customary for payments in the required currency. Where
settlement is by delivery (that is, other than by payment), such
delivery will be made for receipt on the due date in the manner
customary for the relevant obligation unless otherwise specified
in the relevant Confirmation or elsewhere in this Agreement.

     (iii) Each obligation of each party under Section 2(a)(i)
is subject to (1) the condition precedent that no
Event of Default or potential event of default with respect to
the other party has occurred and is continuing,
(2) the condition precedent that no Early Termination Date in
respect of the relevant Transaction has
occurred or been effectively designated and (3) each other
applicable condition precedent specified in this
Agreement.


Footnote (a) Copyright  1992 by International Swap Dealers
Association, Inc.


b) Change of Account. Either party may change its account for
receiving a payment or delivery by giving notice to the other
party at least five Local Business Days prior to the scheduled
date for the payment or delivery to which such change applies
unless such other party gives timely notice of a reasonable
objection to such change.
(c) Netting. If on any date amounts would otherwise be payable:

     (i) in the same currency; and

     (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's
obligation to make payment of any such amount will be
automatically satisfied and discharged and, if the aggregate
amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been
payable by the other party, replaced by an obligation upon the
party by whom the larger aggregate amount would have been
payable to pay to the other party the excess of the larger
aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions
that a net amount will be determined in respect of all amounts
payable on the same date in the same currency in respect of such
Transactions, regardless of whether such amounts are payable in
respect of the same Transaction. The election may be made in the
Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being
subject to the election, together with the starting date (in
which case subparagraph (ii) above will not, or will cease to,
apply to such Transactions from such date). This election may be
made separately for different groups of Transactions and will
apply separately to each pairing of branches or offices through
which the parties make and receive payments or deliveries-

(d) Default Interest; Other Amounts. Prior to the occurrence or
effective designation of an Early Termination Date in respect of
the relevant Transaction, a party that defaults in the
performance of any payment obligation will, to the extent
permitted by law and subject to Section 6( c ), be required to
pay interest (before as well as after judgment) on the overdue
amount to the other party on demand in the same currency as such
overdue amount, for the period from (and including) the original
due date for payment to (but excluding) the date of actual
payment, at the Default Rate. Such interest will be calculated
on the basis of daily compounding and the actual number of days
elapsed. If, prior to the occurrence or effective designation of
an Early Termination Date in respect of the relevant
Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will
compensate the other party on demand if and to the extent
provided for in the relevant Confmnation or elsewhere in this
Agreement.

3. Representations
Each party represents to the other party (which representations
will be deemed to be repeated by each party on each date on
which a Transaction is entered into) that: --

(a) Basic Representations.

     (i) Status. It is duly organised and validly existing under
the laws of the jurisdiction of its organisation or
incorporation and, if relevant under such laws, in good
standing;

     (ii) Powers. It has the power to execute this Agreement and
any other documentation relating to this Agreement to which it
is a party, to deliver this Agreement and any other
documentation relating to this Agreement that it is required by
this Agreement to deliver and to perform its obligations under
this Agreement and any obligations it has under any Credit
Support Document to which it is a party and has taken all
necessary action to authorize such execution, delivery and
performance;

     (iii) No Violation or Conflict. Such execution, delivery
and performance do not violate or conflict with any law
applicable to it, any provision of its constitutional documents,
any order or judgment of any court or other agency of government
applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets;

     (iv) Consents. All governmental and other consents that are
required to have been obtained by it with respect to this
Agreement or any Credit Support Document to which it is a party
have been obtained and are in full force and effect and all
conditions of any such consents have been complied with; and
     (v) Obligations Binding. Its obligations under this
Agreement and any Credit Support Document to which it is a party
constitute its legal, valid and binding obligations, enforceable
in accordance with their respective terms (subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in
equity or at law)).

(b) Absence of Certain Events. No Event of Default or Potential
Event of Default or, to its knowledge, Termination Event with
respect to it has occurred and is continuing and no such event
or circumstance would occur as a result of its entering into or
performing its obligations under this Agreement or any Credit
Support Document to which it is a party .

(c) Absence of Litigation. There is not pending or, to its
knowledge, threatened against it or any of its Affiliates any
action, suit or proceeding at law or in equity or before any
court, tribunal, governmental body, agency or official or any
arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit
Support Document to which it is a party or its ability to
perform its obligations under this Agreement or such Credit
Support Document.

(d) Accuracy of Specified Information. All applicable
information that is furnished in writing by or on behalf
of it to the other party and is identified for the purpose of
this Section 3( d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material
respect.

4. Agreements

Each party agrees with the other that, so long as either party
has or may have any obligation under this Agreement or under any
Credit Support Document to which it is a party: --

(a) Furnish Specified Information. It will deliver to the other
party any forms, documents or certificates
specified in the Schedule or any Confirmation by the date
specified in the Schedule or such Confirmation or, if none
is specified, as soon as reasonably practicable.

(b) Maintain Authorizations. It will use all reasonable efforts
to maintain in full force and effect all consents of any
governmental or other authority that are required to be obtained
by it with respect to this Agreement or any Credit Support
Document to which it is a party and will use all reasonable
efforts to obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects
with all applicable laws and orders to which it may be subject
if failure so to comply would materially impair its ability to
perform it obligations under this Agreement or any Credit
Support Document to which it is a party.

5. Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect
to a party or, if applicable, any Credit Support Provider of
such party or any Specified Entity of such party of any of the
following events constitutes an event of  default (an "Event of
Default") with respect to such party: --
     (i) Failure to Payor Deliver. Failure by the party to make,
when due, any payment under this Agreement
or delivery under Section 2(a)(i) or 2(d) required to be made by
it if such failure is not remedied on or before the third Local
Business Day after notice of such failure is given to the party;
     (ii) Breach of Agreement. Failure by the party to comply
with or perform any agreement or obligation (other than an
obligation to make any payment under this Agreement or delivery
under Section 2(a)(i) or 2( d) or to give notice of a
Termination Event) to be complied with or performed by the party
in accordance with this Agreement if such failure is not
remedied on or before the thirtieth day after notice of such
failure is given to the party;

     (iii) Credit Support Default.

          (1) Failure by the party or any Credit Support
Provider of such party to comply with or perform any agreement
or obligation to be complied with or performed by it in
accordance with any Credit Support Document if such failure is
continuing after any applicable grace period has elapsed;
          (2) the expiration or termination of such Credit
Support Document or the failing or ceasing of such Credit
Support Document to be in full force and effect for the purpose
of this Agreement (in either case other than in accordance with
its terms) prior to the satisfaction of all obligations of
such party under each Transaction to which such Credit Support
Document relates without the written consent of the other
party;or

          (3) the party of such Credit Support Provider
Disaff1rIns, disclaims, repudiates or rejects, in whole or in
part, or challenges the validity, of such Credit Support
Document;

(iv) Misrepresentation. A representation made or repeated or
deemed to have been made or repeated by the party or any Credit
Support Provider of such party in this Agreement or any Credit
Support Document proves to have been incorrect or misleading in
any material respect when made or repeated or deemed to have
been made or repeated;

(v) Default under Specified Transaction. The party, any Credit
Support Provider of such party or any applicable Specified
Entity of such party ( 1) defaults under a Specified Transaction
and, after giving effect to any applicable notice requirement or
grace period, there occurs a liquidation of, an acceleration of
obligations under, or an early termination of, that Specified
Transaction, (2) defaults, after giving effect to any applicable
notice requirement or grace period, in making any payment or
delivery due on the last payment, delivery or exchange date of,
or any payment on early termination of, a Specified Transaction
( or such default continues for at least three Local Business
Days if there is no applicable notice requirement or grace
period) or (3) disaff1rIns, disclaims, repudiates or rejects, in
whole or in part, a Specified Transaction (or such action is
taken by any person or entity appointed or empowered to operate
it or act on its behalf);

(vi) Cross Default. If "Cross Default" is specified in the
Schedule as applying to the party, the occurrence or existence
of ( 1) a default, event of default or other similar condition
or event (however described) in respect of such party, any
Credit Support Provider of such party or any applicable
Specified Entity of such party under one or more agreements or
instruments relating to Specified Indebtedness of any of them
(individually or collectively) in an aggregate amount of not
less than the applicable Threshold Amount (as specified in the
Schedule) which has resulted in such Specified Indebtedness
becoming, or becoming capable at such time of being declared,
due and payable under such agreements or instruments, before it
would otherwise have been due and payable or (2) a default by
such party, such Credit Support Provider or such Specified
Entity (individually or collectively) in making one or more
payments on the due date thereof in an aggregate amount of not
less than the applicable Threshold Amount under such agreements
or instruments (after giving effect to any applicable notice
requirement or grace period);

(vii) Bankruptcy. The party, any Credit Support Provider of such
party or any applicable Specified Entity
of such party: --
     (1) is dissolved (other than pursuant to a consolidation,
amalgamation or merger); (2) becomes insolvent or is unable to
pay its debts or fails or admits in writing its inability
generally to pay its debts as they become due; (3) makes a
general assignment, arrangement or composition with or for the
benefit of its creditors; (4) institutes or has instituted
against it a proceeding seeking a judgment of insolvency or
bankruptcy or any other relief under any bankruptcy or
insolvency law or other similar law affecting creditors' rights,
or a petition is presented for its winding-up or liquidation,
and, in the case of any such proceeding or petition instituted
or presented against it, such proceeding or petition (A) results
in a judgment of insolvency or bankruptcy or the entry of
an order for relief or the making of an order for its winding-up
or liquidation or (B) is not dismissed, discharged, stayed or
restrained in each case within 30 days of the institution or
presentation thereof; (5) has a resolution passed for its
winding-up, official management or liquidation (other than
pursuant to a consolidation, amalgamation or merger); (6) seeks
or becomes subject to the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee,
custodian or other similar official for it or for all or
substantially all its assets; (7) has a secured party take
possession of all or substantially all its assets or has a
distress, execution, attachment, sequestration or other legal
process levied, enforced or sued on or against all or
substantially all its assets and such secured party maintains
possession, or any such process is not dismissed, discharged,
stayed or restrained, in each case within 30 days thereafter;
(8) causes or is subject to any event with respect to it which,
under the applicable laws of any jurisdiction, has an analogous
effect to any of the events specified in clauses (I) to (7)
(inclusive); or (9) takes any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any
of the foregoing acts; or

(viii) Merger Without Assumption. The party or any Credit
Support Provider of such party consolidates or amalgamates with,
or merges with or into, or transfers all or substantially all
its assets to, another entity and, at the time of such
consolidation, amalgamation, merger or transfer: --

     (1)the resulting, surviving or transferee entity fails to
assume all the obligations of such party or such Credit Support
Provider under this Agreement or any Credit Support Document to
which it or its predecessor was a party by operation of law or
pursuant to an agreement reasonably satisfactory to the other
party to this Agreement; or
     (2) the benefits of any Credit Support Document fail to
extend (without the consent of the other party) to the
performance by such resulting, surviving or transferee entity of
its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect
to a party or, if applicable, any Credit Support Provider of
such party or any Specified Entity of such party of any event
specified below constitutes an Illegality if the event is
specified in (i) below, and if specified to be applicable, a
Credit Event Upon Merger if the event is specified pursuant to
(ii) below or an Additional Termination Event if the event is
specified pursuant to (iii) below: --
     (i) illegality. Due to the adoption of, or any change in,
any applicable law after the date on which a Transaction is
entered into, or due to the promulgation of, or any change in,
the interpretation by any court, tribunal or regulatory
authority with competent jurisdiction of any applicable law
after such date, it becomes unlawful (other than as a result of
a breach by the party of Section 4(b) for such party (which will
be the Affected Party): --
          (1) to perform any absolute or contingent obligation
to make a payment or delivery or to receive a payment or
delivery in respect of such Transaction or to comply with any
other material provision of this Agreement relating to such
Transaction; or
          (2) to perform, or for any Credit Support Provider of
such party to perform, any contingent or other obligation which
the party (or such Credit Support Provider) has under any Credit
Support Document relating to such Transaction.

     (ii) Credit Event Upon Merger. If "Credit Event Upon
Merger" is specified in the Schedule as applying to the party,
such party ("X"), any Credit Support Provider of X or any
applicable Specified Entity of X consolidates or amalgamates
with, or merges with or into, or transfers all or substantially
all its assets to, another entity and such action does not
constitute an event described in Section 5(a)(viii) but the
credit worthiness of the resulting, surviving or transferee
entity is materially weaker than that of X, such Credit Support
Provider or such Specified Entity, as the case may be,
immediately prior to such action (and, in such event, X or its
successor or transferee, as appropriate, will be the Affected
Party); or

     (iii) Additional Termination Event. If any" Additional
Termination Event" is specified in the Schedule or any
Confirmation as applying, the occurrence of such event (and, in
such event, the Affected party or Affected Parties shall be as
specified for such Additional Termination Event in the Schedule
or such Confirmation).

(c) Event of Default and Rlegality .If an event or circumstance
which would otherwise constitute or give rise to an Event of
Default also constitutes an Illegality, it will be treated as an
Illegality and will not constitute an Event of Default.

6. Early Termination

(a) Right to Terminate Following Event of Default. If at any
time an Event of Default with respect to a party (the
"Defaulting Party") has occurred and is then continuing, the
other party (the "Non-defaulting Party") may, by not more than
20 days notice to the Defaulting Party specifying the relevant
Event of Default, designate a day not earlier than the day such
notice is effective as an Early Termination Date in respect of
all outstanding Transactions. If, however, "Automatic Early
Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all
outstanding Transactions will occur immediately upon the
occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(I), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately
preceding the institution of the relevant proceeding or the
presentation of the relevant petition upon the occurrence with
respect to such party of an Event of Default specified in
Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

     (i) Notice. If a Termination Event occurs, an Affected
Party will, promptly upon becoming aware of it, notify the other
party, specifying the nature of that Termination Event and each
Affected Transaction and will also give such other information
about that Termination Event as the other party may reasonably
require.
     (ii) Two Affected Parties. If an Illegality under Section
5(b)(i)(I) occurs and there are two Affected Parties, each party
will use all reasonable efforts to reach agreement within 30
days after notice thereof is given under Section 6(b)(i) on
action to avoid that Termination Event.

     (iii) Right to Terminate. If: --
          (1) an agreement under Section 6(b)(ii) has not been
effected with respect to all Affected Transactions within 30
days after an Affected Party gives notice under Section 6(b)(i);
or

          (2) an Illegality other than that referred to in
Section 6(b )(ii), a Credit Event Upon Merger or an
Additional Termination Event occurs, either party in the case of
an Illegality, any Affected Party in the case of an Additional
Termination Event if there is more than one Affected Party, or
the party which is not the Affected Party in the case of a
Credit Event Upon Merger or an Additional Termination Event if
there is only one Affected Party may, by not more than 20 days
notice to the other party and provided that the relevant
Termination Event is then continuing, designate a day not
earlier than the day such notice is effective as an Early
Termination Date in respect of all Affected Transactions.

(c) Effect of Designation.

     (i) If notice designating an Early Termination Date is
given under Section 6(a) or (b), the Early Termination Date will
occur on the date so designated, whether or not the relevant
Event of Default or Termination Event is then continuing.

     (ii) Upon the occurrence or effective designation of an
Early Termination Date, no further payments or deliveries under
Section 2(a)(i) or 2(d) in respect of the Terminated
Transactions will be required to be made, but without prejudice
to the other provisions of this Agreement. The amount, if any,
payable in respect of an Early Termination Date shall be
detennined pursuant to Section 6( e ).

(d) Calculations.

     (i) Statement. On or as soon as reasonably practicable
following the occurrence of an Early Termination Date, each
party will make the calculations on its part, if any,
contemplated by Section 6( e) and will provide to other party a
statement (1) showing, in reasonable detail, such calculations
(including all relevant quotations and specifying any amount
payable under Section 6(e)) and (2) giving details of the
relevant account to which any amount payable to it is to be
paid. In the absence of written Confirmation from the source of
a quotation obtained in determining a Market Quotation, the
records of the party obtaining such quotation will be conclusive
evidence of the existence and accuracy of such quotation.
     (ii) Payment Date. An amount calculated as being due in
respect of any Early Termination Date under Section 6(e) will be
payable on the day that notice of the amount payable is
effective (in the case of an Early Termination Date which is
designated or occurs as a result of an Event of Default) and on
the day which is two Local Business Days after the day on which
notice of the amount payable is effective (in the case of an
Early Termination Date which is designated as a result of a
Termination Event). Such amount will be paid together with (to
the extent permitted under applicable law) interest thereon
(before as well as after judgment), from (and including) the
relevant Early Termination Date to (but excluding) the date such
amount is paid, at the Applicable Rate. Such interest will be
calculated on the basis of daily compounding and the actual
number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date
occurs, the following provisions shall apply based on the
parties' election in the Schedule of a payment measure, either
"Market Quotation" or "Loss", and a payment method, either the
"First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule,
it will be deemed that "Market Quotation" or the "Second
Method", as the case may be, shall apply. The amount, if any,
payable in respect of an Early Termination Date and determined
pursuant to this Section will be subject to any Set-off.

     (i) Events of Default. If the Early Termination Date
results from an Event of Default: --

          (1) First Method and Market Quotation. If the First
Method and Market Quotation apply, the Defaulting Party will pay
to the Non-defaulting Party the excess, if a positive number, of
(A) the sum of the Settlement Amount (determined by the Non-
defaulting Party) in respect of the Terminated Transactions and
the Unpaid Amounts owing to the Non-defaulting Party over (B)
the Unpaid Amounts owing to the Defaulting Party .

          (2) First Method and Loss. If the First Method and
Loss apply, the Defaulting Party will pay to the Non-defaulting
Party, if a positive number, the Non-defaulting Party's Loss in
respect of this Agreement.

          (3) Second Method and Market Quotation. If the Second
Method and Market Quotation apply, an amount will be payable
equal to (A) the sum of the Settlement Amount (detennined by the
Non-defaulting Party) in respect to the Terminated Transactions
and the Unpaid Amounts owing to the Non-defaulting Party less
(B) the Unpaid Amounts owing to the Defaulting Party. If that
amount is a positive number, the Defaulting Party will pay it to
the Non-defaulting Party; if it is a negative number, the Non-
defaulting Party will pay the absolute value of that amount to
the Defaulting Party .

          (4) Second Method and Loss. If the Second Method and
Loss apply, an amount will be payable equal to the Non-
defaulting Party's Loss in respect of this Agreement. If that
amount is a positive number, the Defaulting Party will pay it to
the Non-defaulting Party; if it is a negative number, the
Non-defaulting Party will pay the absolute value of that amount
to the Defaulting Party.

     (ii) Termination Events. If the Early Termination Date
results from Termination Event: --
          (1) One Affected Party. If there is one Affected
Party, the amount payable will be determined in accordance with
Section 6(e)(i)(3), if Market Quotation applies, or Section
6(e)(i)(4), if Loss applies, except that, in either case,
references to the Defaulting Party and to the Non-defaulting
Party will be deemed to be references to the Affected Party and
the party which is not the Affected Party , respectively, and,
if Loss applies and fewer than all the Transactions are being
terminated, Loss shall be calculated in respect of all
Terminated Transactions.
          (2) Two Affected Parties. If there are two Affected
Parties: --
               (A) if Market Quotation applies, each party will
determine a Settlement Amount in respect of the Terminated
Transactions, and an amount will be payable equal to ( 1) the
sum of (a) one-half of the difference between the Settlement
Amount of the party with the higher Settlement Amount (IIX") and
the Settlement Amount of the party with the lower Settlement
Amount (IIY") and (b ) the Unpaid Amounts owing to X less (II)
the Unpaid Amounts owing to Y; and
               (B) if Loss applies, each party will determine
its Loss in respect of this Agreement ( or, if
fewer than all the Transactions are being terminated, in respect
of all Terminated Transactions) and an amount will be payable
equal to one-half of the difference between the Loss of the
party with the higher Loss (IIX") and the Loss of the party with
the lower
Loss ("Y").

If the amount payable is a positive number, y will pay it to X;
if it is a negative number, X will pay the absolute value of
that amount to Y.

     (iii) Adjustment for Bankruptcy. In circumstances where an
Early Termination Date occurs because "Automatic Early
Termination" applies in respect of a party, the amount
determined under this Section 6( e ) will be subject to such
adjustments as are appropriate and permitted by law to reflect
any payments or deliveries made by one party to the other under
this Agreement (and retained by such other party) during the
period from the relevant Early Termination Date to the date for
payment detennined under Section 6(d)(ii).
    (iv) Pre-Estimate. The parties agree that if Market
Quotation applies an amount recoverable under this Section 6(e)
is a reasonable pre-estimate of loss and not a penalty. Such
amount is payable for the loss of bargain and the loss of
protection against future risks and except as otherwise provided
in this Agreement neither party will be entitled to recover any
additional damages as a consequence of such losses.

7. Transfer

Neither this Agreement nor any interest or obligation in or
under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written
consent of the other party , except that: --


(a) party may make such a transfer of this Agreement pursuant to
a consolidation or amalgamation with, or merger with or into, or
transfer of all or substantially all its assets to, another
entity (but without prejudice to any other right or remedy under
this Agreement); an

(b) a party may make such a transfer of all or any part of its
interest in any amount payable to it from a Defaulting Party
under Section 6( e ).

Any purported transfer is not in compliance with this Section
will be void.

8. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties with respect to its
subject matter and supersedes all oral communication and prior
writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect
of this Agreement will be effective unless in writing (including
a writing evidenced by a facsimile transmission) and executed by
each of the parties or confirmed by an exchange of telexes or
electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections
2(a)(iii) and 6(c)(ii), the obligations of the parties
under this Agreement will survive the termination of any
Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement,
the rights, powers, remedies and privileges provided in this
Agreement are cumulative and not exclusive of any rights,
powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

     (i) This Agreement (and each amendment, modification and
waiver in respect of it) may be executed and delivered in
counterparts (including by facsimile transmission), each of
which will be deemed an original.
     (ii) The parties intend that they are legally bound by the
terms of each Transaction from the moment they agree to those
terms (whether orally or otherwise). A Confirmation shall be
entered into as soon as practicable and may be executed and
delivered in counterparts (including by facsimile transmission)
or be created by an exchange of telexes or by an exchange of
electronic messages on an electronic messaging system, which in
each case will be sufficient for all purposes to evidence a
binding supplement to this Agreement. The parties will specify
therein or through another effective means that any such
counterpart, telex or electronic message constitutes a
Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any
right, power or privilege in respect of this Agreement will not
be presumed to operate as a waiver, and a single or partial
exercise of any right, power or privilege will not be presumed
to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or
privilege.

(g) Headings. The headings used in this Agreement are for
convenience of reference only and are not to affect the
construction of or to be taken into consideration in
interpreting this Agreement.

9. Expenses

A Defaulting party will, on demand, indemnify and hold harmless
the other party for and against all reasonable out-of-pocket
expenses, including legal fees, incurred by such other party by
reason of the enforcement and protection of its rights under
this Agreement or any Credit Support Document to which the
Defaulting Party is a party or by reason of the early
termination of any Transaction, including, but not limited to,
costs of collection.

10. Notices

(a) Effectiveness. Any notice or other communication in respect
of this Agreement may be given in any manner set forth below
(except that a notice or other communication under Section 5 or
6 may not be given by facsimile transmission or electronic
messaging system) to the address or number or in accordance with
the electronic messaging system details provided ( see the
Schedule) and will be deemed effective as indicated: --

     (i) if in writing and delivered in person or by courier, on
the date it is delivered;

     (ii) if sent by telex, on the date the recipient's
answerback is received;

     (iii) if sent by facsimile transmission, on the date that
transmission is received by a responsible employee of the
recipient in legible form (it being agreed that the burden of
proving receipt will be on the sender and will not be met by a
transmission report generated by the sender's facsimile
machine);
     (iv) if sent by certified or registered mail (airmail, if
overseas) or the equivalent (return receipt requested), on the
date that mail is delivered or its delivery is attempted; or
     (v) if sent by electronic messaging system, on the date
that electronic message is received, unless the date of that
delivery (or attempted delivery) or that receipt, as applicable,
is not a Local Business Day or that communication is delivered (
or attempted) or received, as applicable, after the close of
business on a Local Business Day, in which case that
communication shall be deemed given and effective on the fIrst
following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other
change the address, telex or facsimile number or electronic
messaging system details at which notices or other
communications are to be given to it.

11. Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be govemed by and
construed in accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or
proceedings relating to this Agreement ("Proceedings"),
each party irrevocably: --

     (i) submits to the jurisdiction of the English courts, if
this Agreement is expressed to be governed by English law, or to
the non-exclusive jurisdiction of the courts of the State of New
York and the United States District Court located in the borough
of Manhattan in New York City, if this Agreement is expressed to
be governed by the laws of the State of New York; and

     (ii) waives any objection which it may have at any time to
the laying of venue of any Proceedings brought in any such
court, waives any claim that such Proceedings have been brought
in an inconvenient forum and further waives the right to object,
with respect to such Proceedings, that such court does not have
any jurisdiction over such party .

Nothing in its Agreement precludes either party from bringing
proceedings in any other jurisdiction ( outside, if this
Agreement is expressed to be governed by English law, the
Contracting States, as defmed in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification,
extension or re-enactment thereof for the time being in force)
nor will the bringing of Proceedings in anyone or more
jurisdictions preclude the bringing of Proceedings in any other
jurisdiction.

(c) Waiver of Immunities. Each party irrevocably waives, to the
fullest extent permitted by applicable law, with respect to
itself and its revenues and assets (irrespective of their use or
intended use), all immunity on the grounds of sovereignty or
other similar grounds from (i) suit, (ii) jurisdictions of any
court, (iii) relief by way of injunction, order for specific
performance or for recovery of property, (iv) attachment of its
assets (whether before or after judgment) and (v) execution or
enforcement of any judgment to which it or its revenues or
assets might otherwise be entitled in any Proceedings in the
courts of any jurisdiction and irrevocably agrees, to the extent
permitted by applicable law, that it will not claim any such
immunity in any Proceedings.

12. Definitions

As used in this Agreement: --

"Additional Termination Event" has the meaning specified in
Section 5(b).

"Affected Party" has the meaning specified in Section 5(b ).

"Affected Transactions" means (a) with respect to any
Termination Event consisting of an Illegality, all Transactions
affected by the occurrence of such Termination Event and (b)
with respect to any other Termination Event, all Transactions.
"Affiliate" means, subject to the Schedule, in relation to any
person, any entity controlled, directly or indirectly, by
the person, any entity that controls, directly or indirectly,
the person or any entity directly or indirectly under common
control with the person. For this purpose, "control" of any
entity or person means ownership of a majority of the voting
power of the entity or person.

"Applicable Rate" means: --

(a) in respect of obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Defaulting
Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section
6(e) of either party from and after the date (determined in
accordance with Section 6(d)(ii) on which that amount is
payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (
or which would have been but for Section 2(a)(iii)) by a Non-
defaulting Party, the Non-default Rate; and
(d) in all other cases, the Termination Rate.

"consent" includes a consent, approval, action, authorization,
exemption, notice, filing, registration or exchange control
consent.

"Credit Event Upon Merger" has the meaning specified in Section
5(b).

"Credit Support Document" means any agreement or instrument that
is specified as such in this Agreement.

"Credit Support Provider" has the meaning specified in the
Schedule.
"Default Rate" means a rate per annum equal to the cost (without
proof or evidence of any actual cost) to the relevant payee (as
certified by it) if it were to fund or of funding the relevant
amount plus 1% per annum.

"Defaulting Party" has the meanings specified in Section 6(a).

"Early Termination Date" means the date determined in accordance
with Section 6(a) or 6(b)(iii).

"Event of Default" has the meaning specified in Section 5(a)
and, if applicable, in the Schedule.

"Rlegality" has the meaning specified in Section 5(b).

"law" includes any treaty, law, rule or regulation and "Iawfur'
or "unlawfur' will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on
which commercial banks are open for business (including dealings
in foreign exchange and foreign currency deposits) (a) in
relation to any obligation under Section 2(a)(i), in the
place(s) specified in the relevant Confirmation or, if not so
specified, as otherwise agreed by the parties in writing or
determined pursuant to provisions contained, or incorporated by
reference, in this Agreement, (b ) in relation to any other
payment, in the place where the relevant account is located, (
c) in relation to any notice or other communication, including
notice contemplated under Section 5(a)(i), in the city specified
in the address for notice provided by the recipient and, in the
case of a notice contemplated by Section 2(b ), in the place
where the relevant new account is to be located and (d) in
relation to Section 5(a)(v)(2), in the relevant locations for
performance with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more
Terminated Transactions, as the case may be, and a party, an
amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a
negative number) in connection with this Agreement or that
Terminated Transaction or group of Terminated Transactions, as
the case may be, including any loss of bargain, cost of funding
or, at the election of such party but without duplication, loss
or cost incurred as a result of its terminating, liquidating,
obtaining or reestablishing any hedge or related trading
position ( or any gain resulting from any of them). Loss
includes losses and costs ( or gains) in respected of any
payment or delivery required to have been made ( assuming
satisfaction of each applicable condition precedent) on or
before the relevant Early Termination Date and not made, except,
so as to avoid duplication, if Section 6(e)(i)(I) or (3) or
6(e)(ii)(2)(A) applies. Loss does not include a party's legal
fees and out-of-pocket expenses referred to under Section 9. A
party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as
of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to
quotations of relevant rates or prices from one or more leading
dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated
Transactions and a party making the determination, an amount
determined on the basis of quotations from Reference Market-
makers. Each quotation will be for an amount, if any, that would
be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of
an agreement between such party (taking into account any
existing Credit Support Document with respect to the obligations
of such party) and the quoting Reference Market-maker to enter
into a transaction (the "Replacement Transaction") that would
have the effect of preserving for such party the economic
equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the
satisfaction of each applicable condition precedent) by the
parties under Section 2(a)(i) in respect of such Terminated
Transaction or group of Terminated Transactions that would, but
for the occurrence of the relevant Early Termination Date, have
been required after that date. For this purpose, Unpaid Amounts
in respect of the Terminated Transaction or group of Terminated
Transactions are to be excluded but, without limitation, any
payment or delivery that would, but for the relevant Early
Termination Date, have been required (assuming satisfaction of
each applicable condition precedent) after that Early
Termination Date is to be included. The Replacement Transaction
would be subject to such documentation as such party and the
Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each
Reference Market-maker to provide its quotation to the extent
reasonably practicable as of the same day and time (without
regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day
and time as of which those quotations are to be obtained will be
selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so
obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the
arithmetic mean of the quotations, without regard to the
quotations having the highest and lowest values. If exactly
three such quotations are provided, the Market Quotation will be
the quotation remaining after disregarding the highest and
lowest quotations. For this purpose, if more than one quotation
has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations
are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated
Transactions cannot be determined. "Non-default Rate" means a
rate per annum equal to the cost (without proof or evidence of
any actual cost) to the Non-defaulting Party (as certified by
it) if it were to fund the relevant amount. "Non-defaulting
Party" has the meaning specified in Section 6(a).

"Potential Event of Default" means any event which, with the
giving of notice or the lapse of time or both, would constitute
an Event of Default.

"Reference Market-makers" means four leading dealers in the
relevant market selected by the party determining a Market
Quotation in good faith (a) from among dealers of the highest
credit standing which satisfy all the criteria that such party
applies generally at the time in deciding where to offer or to
make an extension of credit and (b) to the extent practicable,
from among such dealers having an office in the same city .
"Scheduled Payment Date" means a date on which a payment or
delivery is to be made under Section 2(a)(i) with respect to a
Transaction.

"Set-off' means set-off, offset, combination of accounts, right
of retention or withholding or similar right or requirement to
which the payer of an amount under Section 6 is entitled or
subject (whether arising under this Agreement, another contract,
applicable law or otherwise) that is exercised by, or imposed
on, such payers.

"Settlement Amount" means, with respect to a party and any Early
Termination Date, the sum of: --

(a) the Market Quotations (whether positive or negative) for
each Terminated Transaction or group of Terminated Transactions
for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without
reference to any Unpaid Amounts) for each Terminated Transaction
or group of Terminated Transactions for which a Market Quotation
cannot be determined or would not (in the reasonable belief of
the party making the determination) produce a commercially
reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any
obligation (whether present or future, contingent or
otherwise, as principal or surety or otherwise) in respect of
borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any
transaction (including an agreement with respect thereto) now
existing or hereafter entered into between one party to this
Agreement ( or any Credit Support Provider of such party or any
applicable Specified Entity of such party) and the other party
to this Agreement (or any Credit Support Provider of such other
party or any applicable Specified Entity of such other party)
which is a rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity
index swap, equity or equity index option, bond option, interest
rate option, foreign exchange transaction, cap transaction,
floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency
option or any other similar transaction (including any option
with respect to any of these transactions), (b) any combination
of these transactions and ( c ) any other transaction identified
as a Specified Transaction in this Agreement or the relevant
confirmation.

"Terminated Transactions" means with respect to any Early
Termination Date (a) if resulting from a Termination Event, all
Affected Transactions and (b) if resulting from an Event of
Default, all Transactions (in either case) in effect immediately
before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination applies,
immediately before that Early Termination Date). "Termination
Event" means an Illegality or, if specified to be applicable, a
Credit Event Upon Merger or an Additional Termination Event.

"Termination Rate" means a rate per annum equal to the
arithmetic mean of the cost (without proof or evidence of any
actual cost) to each party (as certified by such party) if it
were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an
Early Termination Date, the aggregate of (a) in respect of all
Terminated Transactions, the amounts that became payable ( or
that would have become payable but for Section 2(a)(iii)) to
such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early
Termination Date and (b) in respect of each Terminated
Transaction, for each obligation under Section 2(a)(i) which was
(or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early
Termination Date and which has not been so settled as at such
Early Termination Date, an amount equal to the fair market value
of that which was ( or would have been) required to be delivered
as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law)
interest, in the currency of such amounts, from (and including)
the date such amounts or obligations were or would have been
required to have been paid or performed to (but excluding) such
Early Termination Date, at the Applicable Rate. Such amounts of
interest will be calculated on the basis of daily compounding
and the actual number of days elapsed. The fair market value of
any obligation referred to in clause (b ) above shall be
reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so
obliged, it shall be the average of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on
the respective date specified below with effect from the date
specified on the fIrst page of this document.

Richardson Electronics, Ltd.    American National Bank and
                                 Trust Company of Chicago

\s\ W.J.Garry                    \s\ Timothy J. Obenforf
Name: William Garry            Name: Timothy J. Obendorf

Title: Chief Financial Officer Title: Vice President
Date: June 18, 1998            Date: June 16-1998

EX-27

 

<ARTICLE> 5
<MULTIPLIER> 1000

                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAY-31-2001
<PERIOD-END>                               AUG-31-2000
<CASH>                                           11195
<SECURITIES>                                         0
<RECEIVABLES>                                    89158
<ALLOWANCES>                                      3251
<INVENTORY>                                     128015
<CURRENT-ASSETS>                                238990
<PP&E>                                           66290
<DEPRECIATION>                                   39552
<TOTAL-ASSETS>                                  283898
<CURRENT-LIABILITIES>                            49360
<BONDS>                                         127703
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           593
<OTHER-SE>                                      100875
<TOTAL-LIABILITY-AND-EQUITY>                    283898
<SALES>                                         120106
<TOTAL-REVENUES>                                120106
<CGS>                                            88473
<TOTAL-COSTS>                                    88473
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   251
<INTEREST-EXPENSE>                                2475
<INCOME-PRETAX>                                   6880
<INCOME-TAX>                                      2200
<INCOME-CONTINUING>                               4680
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      4680
<EPS-BASIC>                                        .35
<EPS-DILUTED>                                      .32