Exhibit 10.1


    Exhibit
      10.1

     

    AMENDMENT
      TO CREDIT AGREEMENT

     

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

    


    
      	
              1.

            	
              Recitals.

            


    

     

    
      	 	
              1.1

            	
              On
                March 30, 2001, Agent, Borrower and 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

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

            


    

     

    
      	
              2.

            	
              Amendments.

            


    

     

    
      	 	
              2.1

            	
              Section
                1.1of the Credit Agreement is amended to change the definition of
                Revolving Credit Termination date to provide as
                follows:

            


    

     

    Revolving
      Credit Termination Date:
      March
      31, 2010 as to the Three Year Notes and the Swingline Note and March 19, 2008
      as
      to the 364 Day Notes.

     

    
      	
              3.

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

            


    

     

    
      	 	
              3.1

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

            


    

     

    
      	 	
              3.2

            	
              No
                Event of Default (as such term is defined in the Credit Agreement)
                or
                event or condition which with the lapse of time or giving of notice
                or
                both would constitute an Event of Default exists on the date
                hereof.

            


    

     

    
      	 	
              3.3

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


            


    

     

    
      	
              4.

            	
              General.

            


    

     

    
      	 	
              4.1

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

            


    

     

    
      	 	
              4.2

            	
              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 Lenders or Agent under or with respect to the
                Credit
                Agreement, as or any agreement or instrument guaranteeing, securing
                or
                otherwise relating to any of the Credit
                Agreement.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              4.3

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

            


    

     

    
      	 	
              4.4

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

            


    

     

    
      	 	
              4.5

            	
              This
                Amendment will in all respects be governed and construed in accordance
                with the laws of the State of Ohio.

            


    

     

    Executed
      as of March 21, 2007.

     

    
      	
               

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


    

     

    
      
        
          	
                   

                	 	 
	 	
                  PNC
                    NATIONAL ASSOCIATION,

                  in
                    its capacity as Administrative Agent and

                  the
                    Syndication Agent hereunder

                
	 
 	 
 	 
 
	 	 By:	 /s/William
                  R. Flax
	 	 Name:	 William
                  R. Flax
	 	 Title:	 Vice
                  President


        

      

       

      
        	
                 

              	 	 
	 	
                PNC
                  BANK, NATIONAL ASSOCIATION,

                in its capacity as a Lender

              
	 
 	 
 	 
 
	 	 By:	 /s/William
                R. Flax
	 	 Name:	 William
                R. Flax
	 	 Title:	 Vice
                President


      

       

      
        	
                 

              	 	 
	 	THE
                FIFTH THIRD BANK, in its capacity as a Lender
	 
 	 
 	 
 
	 	 By:	 /s/Christopher
                R. Ramos
	 	 Name:	 Christopher
                R. Ramos
	 	 Title:	 Vice
                President