Fifth Amendment to Credit Agreement



 Exhibit 10.2 
 FIFTH AMENDMENT TO 
 CREDIT AGREEMENT 
 This FIFTH AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is entered into as of August 6, 2008, among Planar Systems, Inc., an Oregon
corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Agent. 
 RECITALS 
 A. Borrower, Agent and
Lender are parties to that certain Credit Agreement entered into as of December 16, 2003, as amended by a First Amendment to Credit Agreement entered into as of December 21, 2004, a Second Amendment to Credit Agreement entered into as of
October 21, 2005, a Third Amendment to Credit Agreement dated as of May 23, 2007, and a Waiver and Fourth Amendment to Credit Agreement entered into as of December 10, 2007 (the “Credit Agreement”). Bank of America,
N.A. is the sole Lender as of the date of this Amendment. 
 B. Borrower has requested that Agent and Lender agree to amend the Credit
Agreement as set forth herein. Borrower, Agent and Lender have agreed to do so. 
 NOW THEREFORE, the parties agree as follows: 

AGREEMENT 
 1. Recitals. The
Recitals are true. 
 2. Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings given in the
Credit Agreement. 
 3. Amendment to the Definition of “Applicable Rate” in Section 1.01 of the Credit Agreement. The
definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is amended in its entirety to read: 
 “Applicable Rate” means from time to time the following percentages per annum, based upon the Fixed Charge Coverage Ratio as set forth in the most recent Compliance Certificate received by Agent pursuant to
Section 6.02(a): 
  

															
	 Pricing
 Level
	  	Fixed Charge Coverage
Ratio	  	Commitment Fee	 	 	Eurodollar Rate	 	 	Letters of Credit	 	 	Base Rate	 
	 1
	  	< 1.5:1.0	  	0.30	%	 	1.75	%	 	1.75	%	 	0	%
	 2
	  	> 1.5:1.0 but < 2.0:1.0	  	0.25	%	 	1.50	%	 	1.50	%	 	0	%
	 3
	  	>2.0:1.0	  	0.25	%	 	1.25	%	 	1.25	%	 	-0.25	%

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 Any increase or decrease in the Applicable Rate resulting from a change in the Fixed Charge Coverage
Ratio shall become effective commencing on the first Business Day of the month following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if no Compliance Certificate is
delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day of the month following the date such Compliance Certificate was required to have been delivered and shall continue in effect until the
first Business Day of the month following the date such Compliance Certificate is in fact delivered. Pricing Level 1 shall apply through the 1st Business Day of the month following the date a Compliance Certificate is delivered after
September 26, 2008. 
 4. Amendment to the Definition of “Fixed Charge Coverage Ratio” in Section 1.01 of the Credit
Agreement. The definition of “Fixed Charge Coverage Ratio” in Section 1.01 of the Credit Agreement is amended in its entirety to read: 
 “Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) EBITDA for the period of one prior fiscal quarter most recently ended, minus taxes paid in cash during such
period, to (b) the sum of (i) interest charges actually paid in cash during such period plus (ii) principal payments scheduled to have been paid during such period on Funded Debt (not including payments required by
Section 2.05(b)), plus (iii) cash payments required to be made during such period on any Swap Contract, reduced by cash receipts during such period from any Swap Contract, plus (iv) cash expenditures for fixed assets net of
disposition of fixed assets. 
 5. Amendment to the Definition of “Maturity Date” in Section 1.01 of the Credit
Agreement. The definition of Maturity Date in Section 1.01 of the Credit Agreement is amended in its entirety to read: 
 “Maturity Date” means December 1, 2009. 
 6. Amendment to Section 1.01 of the Credit Agreement to Add
Definitions. Section 1.01 of the Credit Agreement is amended to add the following definitions in proper alphabetical order: 
 “Intangible Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized
deferred charges, unamortized debt discount and capitalized research and development costs. 
 “Shareholders’ Equity”
means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries as of that date determined in accordance with GAAP. 
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 “Tangible Net Worth” means, as of any date of determination, for the Borrower and its
Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that date. 
 7. Amendment to Section 6.12(a) of the Credit Agreement. Section 6.12(a) of the Credit Agreement is amended in its entirety to read:

 (a) Tangible Net Worth. Maintain Tangible Net Worth as of the end of each fiscal quarter beginning with the fiscal quarter ending in
September 2008 equal to $53,000,000, adjusted by adding 50% of net income (without subtracting net losses) earned in each quarterly accounting period commencing after September 2008. 
 8. Amendment to Section 6.12(c) of the Credit Agreement. Section 6.12(c) of the Credit Agreement is amended in its entirety to read:

 (c) Fixed Charge Coverage Ratio. Maintain on a consolidated basis a Fixed Charge Coverage Ratio of at least 1.25:1.0. This ratio
will be calculated at the end of each fiscal quarter using the results of that fiscal quarter, commencing with the fiscal quarter ending June 26, 2009. 
 9. Amendment to Section 6.12(e) of the Credit Agreement. Section 6.12(e) of the Credit Agreement is amended in its entirety to read: 
 (e) Collateral Coverage Ratio. Maintain on a consolidated basis a Collateral Coverage Ratio of at least 3.0:1.0. This ratio must be maintained at
all times, each Request for a Credit Extension must contain a representation that such ratio is satisfied and each Compliance Certificate must calculate such ratio whether or not such ratio is reflected on Exhibit C. 
 10. Deletion of Section 6.17 of the Credit Agreement. Section 6.17 of the Credit Agreement is deleted. 
 11. Amendment to Section 7.11 of the Credit Agreement. Section 7.11 of the Credit Agreement is amended in its entirety to read:

 7.11 Capital Expenditures. Spend or incur obligations to acquire fixed assets for more than $6,000,000 on a consolidated basis in
any fiscal year. This restriction shall not apply to expenditures which are financed by a purchase money security interest or Lien (including financing leases) permitted under Section 7.01(i). 
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 12. Amendment to Schedule 2.01 of the Credit Agreement. Schedule 2.01 of the Credit
Agreement is replaced in its entirety by Schedule 2.01 attached hereto. 
 13. Amendment to Exhibit C of the Credit Agreement.
Exhibit C of the Credit Agreement is replaced in its entirety by Exhibit C attached hereto. 
 14. Fees. Borrower shall pay Bank of
America as Lender a non-refundable fee for this Amendment, in the amount of $20,000 payable on execution of this Amendment. 
 15.
Release. Borrower hereby releases Agent, Lenders and their officers, agents, successors and assigns from all claims of every nature known or unknown arising out of or related to the Loans which exist, or but for the passage of time, could be
asserted, on the date Borrower signs this Amendment. 
 16. No Further Amendment, Expenses. Except as expressly modified by this
Amendment, the Credit Agreement and other Loan Documents shall remain unmodified in full force and effect and the parties hereto ratify their respective obligations thereunder. Without limiting the foregoing, Borrower expressly reaffirms and
ratifies its obligation to pay or reimburse Agent or Lenders in connection with the preparation of this Amendment, any other amendment documents and the closing of the transaction contemplated hereby. 
 17. Effective Date. The amendments to the Credit Agreement contemplated by this Amendment shall be effective upon (a) execution and delivery
of this Amendment by the parties hereto, and (b) payment of the fee described in Paragraph 14 hereof. 
 18. Representations and
Warranties. Borrower represents and warrants that (a) all representations and warranties of Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any
document furnished at any time under or in connection therewith, are true and correct as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this paragraph, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (c), respectively, of Section 6.01 of the Credit Agreement; and (b) no Default or Event of Default has occurred and is continuing under the Credit Agreement. 

19. Miscellaneous. 
 (a) Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken
together shall constitute one and the same Amendment, it being understood that the Agent may rely on a facsimile counterpart signature page hereof for purpose of determining whether a party hereto has executed a counterpart hereof. 
 (b) Governing Law. This Amendment and the other agreements provided for herein and the rights and obligations of the parties hereto
and thereto shall be construed and interpreted in accordance with the laws of the State of Oregon. 
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 (c) Certain Agreements Not Enforceable. UNDER OREGON LAW, MOST AGREEMENTS,
PROMISES AND COMMITMENTS MADE BY THE LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE
SIGNED BY THE LENDERS TO BE ENFORCEABLE. 
 EXECUTED AND DELIVERED by the duly authorized officers of the parties as of the date first
above written. 
  

					
	BORROWER:	 		 	PLANAR SYSTEMS, INC.
			
		 	By:	 	/s/ Stephen M. Going
		 	Name:	 	Stephen M. Going
		 	Title:	 	VP, General Counsel & Secretary
			
	LENDERS:	 		 	BANK OF AMERICA, N.A., as a Lender
			
		 	By:	 	/s/ Daryl K. Hogge
		 	Name:	 	Daryl K. Hogge
		 	Title:	 	Senior Vice President
			
	AGENT:	 		 	BANK OF AMERICA, N.A., as Agent
			
		 	By:	 	/s/ Daryl K. Hogge
		 	Name:	 	Daryl K. Hogge
		 	Title:	 	Senior Vice President


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 The following Guarantors which have guaranteed the obligations of Borrower to Lenders hereby consent to
the foregoing Amendment, and reaffirm the Guaranties. 
  

									
	GUARANTORS: 	 		 	 PLANAR CHINA, LLC, an Oregon limited liability
 company

					
		 		 		 	By:	 	/s/ Stephen M. Going
		 		 		 	Its:	 	Secretary
				
		 		 		 	 PLANAR TAIWAN, LLC, an Oregon limited liability
 company

					
		 		 		 	By:	 	/s/ Stephen M. Going
		 		 		 	Its:	 	Secretary
				
		 		 		 	 CLARITY, A DIVISION OF PLANAR SYSTEMS, INC.,
 an Oregon corporation

					
		 		 		 	By:	 	/s/ Stephen M. Going
		 		 		 	Its:	 	Secretary
				
		 		 		 	RUNCO INTERNATIONAL, LLC, an Oregon limited liability company, formerly known as Runco International Inc.
					
		 		 		 	By:	 	/s/ Stephen M. Going
		 		 		 	Its:	 	Secretary

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 SCHEDULE 2.01 
 The only Commitment is the Commitment set forth below by Bank of America, N.A. 
 Bank of America’s Commitment means, from time to time, the
following amounts: 
 From execution of this Amendment through March 31, 2009:     $20,000,000 
 On and after April 1, 2009, the amount of Bank of America’s commitment will be based on the Pricing Level used to determine the Applicable Rate
and the EBITDA of Borrower for the period of two, three or four consecutive fiscal quarters on a consolidated basis, commencing in each case at the beginning of Borrower’s most recently completed fiscal year and ending at the end of each of
Borrower’s fiscal quarters, beginning with the two fiscal quarter period commencing on September 26, 2008, and ending March 31, 2009, as follows: 
  

					
	 EBITDA
	  	 Applicable Rate
	  	 Commitment

	>$2,500,000	  	Pricing Level 2 or 3	  	$30,000,000
	>$2,500,000	  	Pricing Level 1	  	$20,000,000
	<$2,500,000	  	Pricing Level 1, 2 or 3	  	$20,000,000

 Any increase or decrease in the Commitment resulting from a change in the Applicable Rate or the
EBITDA of Borrower shall become effective the first Business Day following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if no Compliance Certificate is delivered when due in
accordance with such Section, then the Commitment shall be $20,000,000 as of the first Business Day following the date such Compliance Certificate was required to have been delivered and such Commitment shall continue in effect until the first
Business Day following the date such Compliance Certificate is in fact delivered. 
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