|  | ** ** | **Exhibit 10(f)** |
|--|------------|------------------------|

 

June 9,2006

Mr. Ronald D. OrdwayMr. Michael D. BoydVideo Display Corporation1868 Tucker Industrial RoadTucker, GA  30084
| **Re:** | ** ** | **Video Display Corporation Senior Secured Debt  Facilities** |
|---------|------------|---------------------------------------------------------------|

 

Dear Mr. Ordway &Mr. Boyd:

 

RBC Centura Bank (“Bank”)is pleased to extend this commitment to make the loans (“Loans”) described inthis letter to the Borrower identified below. The Loans will be made on theterms and conditions set forth in this letter and any attachments to thisletter. Bank’s commitment set forth in this letter shall be referred to as the “Commitment”and this letter shall be referred to as the “Commitment Letter.”

**GeneralTerms**
| **Borrower**         |       | Video Display Corporation and all existing and  future subsidiaries.                                                                                                                                                                                                |
|----------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                          |
| **Loan Amounts**     |       | Facility 1 - $8,500,000                                                                                                                                                                                                                                             |
| ** **           |       | Facility 2 - $1,750,000                                                                                                                                                                                                                                             |
| ** **           |       | Facility 3 - $1,500,000                                                                                                                                                                                                                                             |
| ** **           |       | As provided below, this Commitment is conditioned  upon Borrower obtaining a commitment from Regions Bank (“Regions”) for loans  in the same amounts provided above and on the same terms generally as set  forth herein (the “Regions Loans”). |
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                          |
| **Type of Loan**     |       | Facility 1 — This is a Revolving  Line of Credit Facility.                                                                                                                                                                                                     |
| ** **           |       | Facility 2 - This is a Revolving  Line of Credit Facility.                                                                                                                                                                                                          |
| ** **           |       | Facility 3 - This is an Equipment  Term Loan Facility.                                                                                                                                                                                                              |
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                          |
| **Maturity**         |       | Facility 1 — This Facility shall  mature twenty-four (24) months from Closing, renewing annually for additional  twelve (12) month terms.                                                                                                                      |
| ** **           |       | Facility 2 - This Facility shall mature  twenty -four (24) months from Closing, renewing annually for additional  twelve (12) month terms.                                                                                                                          |
| ** **           |       | Facility 3 - This Facility shall  mature sixty (60) months from Closing.                                                                                                                                                                                            |
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                          |
| **Purpose of Loans** |       | The Loans will be used to refinance all existing  indebtedness of Borrower, except the Subordinated Shareholder Note. The  availability under the Facility 1 and Facility 2 will also be used to finance  working capital and for general corporate purposes.       |
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                          |
| **Interest Rate**    |       | Interest on each Facility shall accrue at the RBC  Centura 30-Day LIBOR plus the Applicable Margin as outlined in the  Pricing Grid below, and shall be payable monthly via auto-debit.                                                                             |

 

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|                         |       | Tier                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Fixed Charge Coverage Ratio                   | Applicable Margin |
|-------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------|-------------------|
| ** **              |       | I                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Greater than 1.35, but less than 1.50         | 2.10%             |
| ** **              |       | II                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Equal to/greater than 1.50 but less than 1.75 | 1.85%             |
| ** **              |       | III                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Equal to/greater than 1.75                    | 1.60%             |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                          |              |
| ** **              | ** ** | Borrower may enter into interest rate swaps with  Bank, subject to the terms and conditions set forth under an ISDA Agreement,  to convert floating rate term borrowing to an effective fixed rate. The swaps  would be cross-collateralized, and be subject to cross-default, with the  Loans.                                                                                                                                                                                                                                                                |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              | ** ** | *Required documentation prior to  swap transaction includes: Execution of an ISDA Agreement between Borrower  and Bank, delivery of certified copies of all resolutions required to  authorize the signing, delivery and performance of swap agreement by Borrower*                                                                                                                                                                                                                                                                                            |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Underwriting Fee**    |       | Borrower shall pay to Bank a fee for the Loans equal  to twenty-five (25) basis points (0.25%) of the initial amount of the Loans,  which fee shall be fully earned upon execution hereof and shall be payable at  the Closing of the Loans (or, if the Loans are not closed for any reason,  then upon termination or expiration hereof). Bank acknowledges that Borrower  has made a deposit of $29,375 toward such fee.                                                                                                                                     |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Personal Guarantors** |       | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Unused Fee**          |       | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Payment Terms**       |       | Facility 1 - Borrower shall make  monthly payments of all accrued interest, with all outstanding principal and  accrued interest due at maturity.                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **              |       | Facility 2 - Borrower shall make  monthly payments of all accrued interest, with all outstanding principal and  accrued interest due at maturity.                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **              |       | Facility 3 - Borrower shall make  monthly payments of principal based on a five (5) year commercial  amortization ($25,000 each), plus all accrued interest, with all outstanding  principal plus accrued interest due at maturity.                                                                                                                                                                                                                                                                                                                       |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Deposit Accounts**    |       | Borrower will maintain all primary deposit and  operating accounts with the Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Collateral**          |       | The Loans will be secured by a valid, enforceable  and perfected first priority lien and security interest in all tangible and  intangible assets owned by Borrower, including, but not limited to, all  inventory, accounts receivable, equipment, patents, trademarks and general  intangibles. Borrower will also provide the Bank with a negative pledge  agreement with a springing clause on all real property owned by Borrower, and  assignments of rents and leases for said properties. All Loans will be  cross-collateralized and cross defaulted. |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

**Reporting Requirements andOperating Covenants**
|                         | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Financial Reporting** |       | So long as the Borrower is indebted to the Bank or  any portion of the Loans remains outstanding, the Borrower shall submit to  the Bank the following financial information (all in accordance with GAAP and  to be satisfactory to Bank):                                                                                                                                                                                       |
| ** **              |       | (a) Quarterly, within forty-five (45) days of  the end of each fiscal quarter, a compliance certificate signed by an officer  of Borrower attesting to Borrower’s compliance with all financial and  non-financial covenants. (b) Monthly, within forty-five (45) days of the  end of each fiscal month, Borrower prepared consolidated financial  statements, including balance sheets, an income statement and a |

 

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|                         |       | statement of cash flows, together with an accounts  receivable summary and inventory summary. (c) Annually, within one  hundred fifty (150) days following the close of the fiscal year, Borrower’s  audited consolidated financial statements, including balance sheets, an  income statement and a statement of cash flows, accompanied by an unqualified  audit opinion of Borrower’s independent certified public accountants (who  shall be reasonably acceptable to Bank).  (d) Annually, within thirty (30) days following the close of each fiscal  year, Borrower’s internally prepared budget for the following year. |
|-------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Financial Covenants** |       | Borrower shall comply with the financial covenants  below listed in this commitment letter. The financial covenants are as  follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       | (a) Borrower shall  have a “Fixed Charge Coverage Ratio” of at least 1.15 to 1.00 at  August 31, 2006, 1.25 to 1.00 at November 30, 2006, and 1.35 to  1.00 at each fiscal quarter end thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       | “Fixed Charge Coverage  Ratio” shall be defined as the sum of Borrower’s EBITDA, plus its rent and  lease expense, less its unfunded capital expenditures, less its cash taxes,  divided by the sum of Borrower’s rent and lease expense, plus its current  maturities of long term debt and capital lease obligations, plus its interest  expense, plus its distributions, dividends and withdrawals.                                                                                                                                                                                                                               |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       | “EBITDA” shall be defined  as Borrower’s net income, plus its interest expense, plus its income tax  expense, plus its depreciation and amortization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       | *For the fiscal quarters  ending August 31, 2006 and November 30, 2006, the Fixed Charge  Coverage Ratio shall be calculated on an annualized basis. Thereafter, the  ratio shall be calculated on a trailing twelve-month basis.                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       | (b) Borrower shall  have an “Asset Coverage Ratio” of not greater than 1.0 to 1.0 at each fiscal  quarter end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       | “Asset Coverage Ratio”  shall be defined as the total amount of Borrower’s Line of Credit outstanding  under Facility 1 and Facility 2 made by both Bank and Regions Bank divided by  the sum of Borrower’s accounts receivable, net of allowance for doubtful  accounts, plus its inventory, net of reserves (capped at $20,000,000), less  its accounts payable.                                                                                                                                                                                                                                                                   |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       | (c) Borrower shall  have a ratio of Adjusted Total Liabilities to Adjusted Tangible Net Worth of  not greater than 1.50 to 1.0 at each fiscal quarter end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       | “Adjusted Total  Liabilities” shall be defined as all of Borrower’s liabilities, in accordance  with GAAP, including contingent liabilities, less its subordinated debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       | “Adjusted Tangible Net  Worth” shall be defined as Borrower’s shareholder equity, in accordance with  GAAP, less its intangible assets, less its leasehold improvements and loans  receivable from related parties, plus its subordinated debt.                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       | (d) Borrower shall  have a quarterly EBITDA of not less than $642,000 at the quarter ending  May 31, 2006, $1,453,000 at the quarter ending August 31, 2006,  $2,165, at the quarter ending November 30, 2006, and $2,413,000 at the  quarter ending February 28, 2007.                                                                                                                                                                                                                                                                                                                                                         |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       | *All financial covenants to be  calculated in accordance with GAAP applied on a consistent basis.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Operating Covenants** |       | The Loan Documents will contain affirmative and  negative operating covenants relative to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

 

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|            |   | Borrower and Borrower’s business. The covenants  shall be of the type Bank deems necessary to better ensure repayment of the  Loans and shall include limitations or prohibitions on fixed asset or new  lease expenditures, encumbering of assets, loans or guarantees, payment of  debts to third Persons, payment of dividends, sale or disposition of assets,  mergers or change in control, investments, acquisitions, officer  compensation, executive management changes, change of fiscal year, affiliate  relations and supplier/customer relations, litigation, solvency and adverse  changes. |
|------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** ** |   | Covenants specifically will include but not be  limited to the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** ** |   | 1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Prohibitions  on changes in executive management |
| ** ** |   | 2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Limitations  on acquisitions |
| ** ** |   | 3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Limitations  on additional indebtedness, including direct and indirect on Borrower  orBorrower’s affiliates and subsidiaries |
| ** ** |   | 4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | All shareholder and affiliated loans to be  subordinated to the Loans |

#  

# **Loan Documentation And Other Closing Requirements**

| **Loan Documentation**      |       | The Loans and Bank’s liens and security interests in  the Collateral shall be evidenced by this Commitment Letter, and also shall  be evidenced and supported by such additional loan documents (“Loan Documents”)  as Bank and its counsel deem necessary in their sole discretion outlining  terms and provisions acceptable to the Bank. The failure of Borrower and Bank  to reach agreement on the Loan Documents shall not be deemed a breach by Bank  of this Commitment. Unless Bank agrees otherwise in writing, completion of  all Loan Documents is a condition of Closing the Loans. |
|-----------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Insurance**               |       | Borrower shall provide to Bank at Closing evidence  satisfactory to Bank that the following insurance is in effect as of Closing:  general liability insurance and workmen’s compensation insurance. The  insurance shall be in amounts, with companies and on terms acceptable to  Bank; it shall show Bank as a mortgagee or loss payee, as instructed by Bank;  and it shall be continuously maintained in force by Borrower until the Loans  are repaid in full.                                                                                                                                       |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Taxes**                   |       | Borrower shall furnish to Bank no later than 5 days  before Closing evidence satisfactory to Bank that all of Borrower’s income  taxes and other governmental taxes, fees, charges or assessments have been  paid through the most recent year.                                                                                                                                                                                                                                                                                                                                                            |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Opinion of Counsel**      |       | On or prior to the Closing, Borrower will provide  Bank with an opinion letter, in form and substance satisfactory to Bank, from  an attorney acceptable to Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Charter Documents**       |       | On or prior to the Closing, Borrower will provide  Bank copies of its bylaws, articles of incorporation, resolutions authorizing  the Loans and the transactions contemplated hereby and incumbency  certificates, each in form and substance satisfactory and certified as true,  correct and complete, to Bank. Bank shall have received from Borrower a  certificate of the Secretary of State of the State of Georgia as to the good  standing of Borrower.                                                                                                                                                 |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Fees and Expenses**       |       | Upon Closing of the Loans (or if the Loans do not  close for any reason, upon termination or expiration of this Commitment  Letter), Borrower also shall pay all costs and expenses incident to the  Loans, including recording fees, taxes, documentary tax fees or stamps,  excise taxes and Bank’s and Borrower’s counsel fees.                                                                                                                                                                                                                                                                    |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Additional Requirements** |       | Borrower shall satisfy all such other terms and  conditions as Bank and its counsel deem necessary in their sole discretion to  ensure the proper documentation of the Loans, the perfection of the liens and  security interests in the Collateral and compliance with all laws and  regulations applicable to Bank or Borrower relative to the Loans. These terms  and                                                                                                                                                                                                                                        |

 

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|  |   | conditions are not exhaustive, and this commitment  is subject to certain other terms and closing conditions customarily required  by Bank for similar transactions and may be supplemented prior to Closing  based upon Bank’s investigation and/or as disclosure of Borrower’s  circumstances so dictate. |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

# **Miscellaneous**

| **Conditions Precedent**   |       | The obligations of Bank to close under this  Commitment Letter are subject to the following, each of which must be  satisfied to Bank’s sole satisfaction and in its sole discretion:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|----------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** **                 |       | 1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Satisfactory review of  Borrower’s 10-K annual report for the fiscal year ending February 28,  2006.

  |
| ** **                 |       | 2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | No material adverse change  in the financial condition of Borrower.

  |
| ** **                 |       | 3)

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Formal legal review and  determination by Bank and its counsel that securityinterests in the Borrower  and other Collateral will be properly perfected in favor ofBank, and not be  subject to preference or other lien perfection attack in the future. |
| ** **                 |       | 4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Satisfactory review of the  unsecured Subordinated Shareholder Note to be executed between Borrower and  Ron Ordway i/a/o $6,000,000 terms shall include a minimum 15 year  amortization and a maturity date no sooner than 06/30/2012. |
| ** **                 |       | 5)

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Shareholder debt shall be  subordinate to Bank’s interest via a subordinationagreement acceptable to  Bank. |
| ** **                 |       | 6)

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Borrower shall have closed  on the Regions Loans pursuant to acceptabledocumentation. |
| ** **                 |       | 7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Bank and Regions shall  have entered into an intercreditor and collateral agency agreement setting  forth the rights of the Bank and Regions with respect to the Loans and the  Regions Loans and all Collateral for each (the Bank’s and Regions’ rights  shall be *pari passu*); Bank shall be appointed  as the collateral agent for administering the collateral and the exercise of  the default rights and remedies |
| ** **                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Borrower Certification** |       | The acceptance of this Commitment shall constitute a  certification by the person executing the acceptance that all material  matters relating to Borrower have been disclosed to Bank and that there has  been no material, adverse change in Borrower, to include its financial  condition and operating condition. Bank has made this Commitment based upon  the information supplied by Borrower and related parties. Without limiting  the foregoing, Bank shall have the right to cancel this Commitment, whereupon  Bank shall have no obligations hereunder, in the event of: (i) a  material adverse change in the condition (financial, business or otherwise),  operations or prospects of Borrower; (ii) a material change in the  accuracy of the information, representations, exhibits or other materials  submitted by Borrower in connection with its request for financing;  (iii) loss of, damage to, a taking of, or the presence of any hazardous  substances or asbestos at or on any collateral for the Loan (and Borrower  must immediately notify Bank of any such event); (iv) Borrower or any  principal thereof shall file or make or have filed or made against such  person a petition in bankruptcy, an assignment for the benefit of creditors  or an action for the appointment of a receiver, or shall become insolvent,  however evidenced; or (v) there is a material change in the capital  structure or a change in control of Borrower. |
| ** **                 | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **No Change**              |       | The obligation of Bank to make the Loans is  conditioned upon there being no material adverse changes in the financial or  operating condition of Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Non-Assignability**      |       | This Commitment is for the sole benefit of Borrower  and no other Person shall have any rights under this Commitment against Bank,  including any bankruptcy trustee or debtor in possession. This Commitment may  not be assigned without the prior written consent of Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Confidentiality**        |       | The information contained in this Commitment is  confidential and proprietary information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

 

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|                    |       | for review only by Borrower. Borrower shall treat  all information herein as confidential.                                                               |
|--------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |       |                                                                                                                                                     |
| **Applicable Law** |       | This Commitment and the Loan Documents shall be  governed by the laws of the State of Georgia without giving effect to the  conflict provisions thereof. |
| ** **         | ** ** | ** **                                                                                                                                               |
| **Acceptance**     |       | This Commitment shall expire unless it has been  accepted and returned to Bank on or before June 15, 2006.                                          |
|               |       |                                                                                                                                                     |
| **Closing Date**   |       | Bank shall have no obligation to make the Loans if  the Loans are not closed by June 30, 2006.                                                      |

 

This Commitment Letter supercedes and replaces anyprior discussions, discussion sheets, term sheets relating these Loans. ThisCommitment, when accepted, shall constitute the entire agreement betweenBorrower and Bank, and it may not be altered or amended unless agreed to inwriting by Bank, or otherwise modified by the Loan Documents. This Commitmentletter shall survive closing of the Loans. This Commitment Letter and the LoanDocuments shall be applied and construed in harmony with each other to the endthat Bank is ensured repayment of the Loans in accordance with their respectiveterms. To the extent of an irreconcilable conflict between this CommitmentLetter and the Loan Documents, the terms of the Loan Documents shall prevail.

Please indicate your acceptance of this Commitment andthe terms and conditions contained herein by executing the acceptance below andreturning the executed letter to Bank. RBC Centura Bank would like to expressour appreciation for the opportunity you have given us to be of service.

Sincerely,

**RBC CENTURA BANK**
| By: /s/ W. Brendan Chambers    |   |
|--------------------------------|--------|
| Name:W. Brendan Chambers       |
| Title:Senior Vice President    |
|                           |
| **Accepted and Agreed To:**    |
|                           |
| **VIDEO DISPLAY CORPORATION**  |
|                           |
| By: /s/ Ronald D. Ordway       |   |
| Print Name: Ronald D. Ordway   |
| Title: Chief Executive Officer |
|                           |
| By: /s/ Michael D. Boyd        |   |
| Print Name: Michael D. Boyd    |
| Title: Chief Financial Officer |
|                           |
| Date: June _9, 2006       |

 

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