ex101093009.htm


    Exhibit
10.1

     

    AMENDMENT
TO CREDIT AGREEMENT

     

    LSI INDUSTRIES INC., an Ohio
corporation (the "Borrower"), the financial institutions listed on the signature
pages hereto (the "Lenders"), and PNC BANK, NATIONAL
ASSOCIATION, as administrative agent and syndication agent (in such
capacity the "Administrative Agent" or "Agent"), hereby agree as follows as of
November 4, 2009:

     

    
      	
              1.

            	
              Recitals.

            


    

     

    
      	
               
      

            	
              1.1

            	
              On
      March 30, 2001, the Agent, the Borrower and the Lenders entered into a
      Credit Agreement (as previously amended, the "Credit
      Agreement").  Capitalized terms used herein and not otherwise
      defined will have the meanings given such terms in the Credit
      Agreement.

            


    

     

    
      	
               
      

            	
              1.2

            	
              The
      Borrower, the Agent and the Lenders desire to amend the Credit Agreement
      pursuant to this Amendment to Credit Agreement (the
      "Amendment").

            


    

     

    
      	
              2.

            	
              Amendment.  Section
      5.6(a) of the Credit Agreement is hereby deleted and replaced with the
      following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Net
      Worth.  At the end
      of each Fiscal Quarter commencing September 30, 2009, the Borrower shall
      maintain Consolidated Tangible Net Worth greater than or equal to the sum
      of $105,000,000 plus
      (i) an amount equal to 50% of the Borrower's Consolidated net income (if
      positive) for each Fiscal Quarter ending after September 30, 2009 plus
      (ii) one hundred percent (100%) of the Net Proceeds of each Equity
      Offering occurring after the Closing
Date.

            


    

     

    
      	
              3.

            	
              Representations,
      Warranties and Covenants.  To induce
      the Lenders and the Agent to enter into this Amendment, the Borrower
      represents, warrants and covenants as
follows:

            


    

     

    
      	
               
      

            	
              3.1

            	
              Upon
      the execution of this Amendment, the Borrower will pay to the Agent, for
      the ratable benefit of the Lenders, a one-time amendment fee of
      $5,000.  Such fee will be fully earned when paid and
      non-refundable.

            


    

     

    
      	
               
      

            	
              3.2

            	
              The
      representations and warranties of the Borrower contained in the Credit
      Agreement are deemed to have been made again on and as of the date of
      execution of this Amendment.

            


    

     

    
      	
               
      

            	
              3.3

            	
              No
      Default or Event of Default exists on the date
  hereof.

            


    

     

    
      	
               
      

            	
              3.4

            	
              The
      person executing this Amendment and the loan documents to be executed in
      connection herewith on behalf of the Borrower is a duly elected and acting
      officer of  the Borrower and is duly authorized by the Board of
      Directors of the Borrower to execute and deliver such documents on behalf
      of the Borrower.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
               

            


    

     

    
      	
              4.

            	
              Claims;
      Release of Claims.  The
      Borrower represents and warrants to the Lenders and the Agent that the
      Borrower does not have any claims, counterclaims, setoffs, actions or
      causes of action, damages or liabilities of any kind or nature whatsoever
      whether at law or in equity, in contract or in tort, whether now accrued
      or hereafter maturing (collectively, "Claims") against the Agent, any
      Lender, their respective direct or indirect parent corporations or any
      direct or indirect affiliates of such parent corporations, or any of the
      foregoing's respective directors, officers, employees, agents, attorneys
      and legal representatives, or the heirs, administrators, successors or
      assigns of any of them (collectively, "Lender Parties") that directly or
      indirectly arise out of, are based upon, or are in any manner connected
      with, any Prior Related Event.  As an inducement to the Lenders
      and the Agent to enter into this Amendment, the Borrower on behalf of
      itself and its successors and assigns hereby knowingly and voluntarily
      releases and discharges all Lender Parties from any and all Claims,
      whether known or unknown, that directly or indirectly arise out of, are
      based upon, or are in any manner connected with, any Prior Related
      Event.  As used herein, the term "Prior Related Event" means any
      transaction, event, circumstance, action, failure to act, or occurrence of
      any sort or type which occurred, existed, was taken, was permitted or
      begun at any time prior to the date hereof or occurred, existed, was
      taken, was permitted or begun in accordance with, pursuant to, or by
      virtue of, any of the terms of the Credit Agreement or any Loan Document
      or which was related to or connected in any manner, directly or
      indirectly, to the credit facilities described in the Credit
      Agreement.

            


    

     

    
      	
              5.

            	
              Conditions.  The Agent's
      and each Lender's consent to this Amendment are subject to the fulfillment
      of the following conditions:

            


    

     

    
      	
               
      

            	
              5.1

            	
              The
      Borrower shall have executed and delivered to the Agent an original of
      this Amendment.

            


    

     

    
      	
               
      

            	
              5.2

            	
              The
      representations and warranties in Section 3 above
      shall be true.

            


    

     

    
      	
              6.

            	
              General.

            


    

     

    
      	
               
      

            	
              6.1

            	
              Except
      as expressly modified herein, the Credit Agreement, as amended, is and
      remains in full force and effect.

            


    

     

    
      	
               
      

            	
              6.2

            	
              Nothing
      contained herein will be construed as waiving any Default or Event of
      Default under the Credit Agreement or will affect or impair any right,
      power or remedy of any Lender or Agent under or with respect to the Credit
      Agreement or any other Loan
Document.

            


    

     

    
      	
               
      

            	
              6.3

            	
              This
      Amendment will be binding upon and inure to the benefit of the Borrower,
      the Agent, each Lender and their respective successors and
      assigns.

            


    

     

    
      	
               
      

            	
              6.4

            	
              All
      representations, warranties and covenants made by the Borrower herein will
      survive the execution and delivery of this
  Amendment.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              6.5

            	
              This
      Amendment may be executed in one or more counterparts, each of which will
      be deemed an original and all of which together will constitute one and
      the same instrument.

            


    

     

    
      	
               
      

            	
              6.6

            	
              This
      Amendment will in all respects be governed and construed in accordance
      with the laws of the State of Ohio, without regard to conflict of laws
      principles.

            


    

     

    


    


    


    [signature
page follows]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
to Credit Agreement as of the date first set forth above.

     

    
      
        	 	

                BORROWER:

                LSI
      INDUSTRIES INC.

                 

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Ronald
      S. Stowell	 
	 	 	Name: 
      Ronald S. Stowell 	 
	 	 	Title:   Vice
      President, Chief Financial Officer and Treasurer	 
	 	 	 	 


      

    

    


    
      
        	 	

                AGENT:

                PNC
      BANK, NATIONAL ASSOCIATION,

                in
      its capacity as Administrative Agent and

                Syndication
      Agent

                 

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Gregory
      S. Buchanan	 
	 	 	Name: 
      Gregory S. Buchanan	 
	 	 	Title:
      Vice President 	 
	 	 	 	 
	 	 	 	 


      

      
        	 	

                LENDERS:

                PNC
      BANK, NATIONAL ASSOCIATION,

                in
      its capacity as a Lender

                 

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Gregory
      S. Buchanan	 
	 	 	Name: 
      Gregory S. Buchanan	 
	 	 	Title:
      Vice President 	 
	 	 	 	 
	 	 	 	 


      

      
        	 	
                FIFTH THIRD BANK, in
      its capacity as a Lender

                 

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/Christopher
      R. Ramos 	 
	 	 	Name:
      Christopher R. Ramos	 
	 	 	Title:
      Vice President