Document

Exhibit 10.1
AMENDMENT TO CREDIT AGREEMENT AND REVOLVING NOTE


This amendment (“Amendment”) dated October 31, 2022 is made between DAKTRONICS, INC., a South Dakota corporation (“Borrower”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, the “Lender”).


RECITALS:


A.Borrower and Lender have executed a Credit Agreement dated November 15, 2016, as amended and/or restated from time to time (the “Agreement”) and Borrower has executed a Revolving Note dated November 15, 2016, as amended and/or restated from time to time (the “Note”).  The Agreement, the Note, and all collateral and/or other documents, which may or may not be identified in the Agreement and Note, which evidence, supplement, secure or otherwise relate to the credit facility which is evidenced by the Agreement and Note, as amended and/or restated from time to time, are collectively referred to as the “Loan Documents.” The Loan Documents set forth the terms and conditions upon which Borrower obtained a loan from Lender in the original principal amount of $35,000,000, as such amount has been or may be amended from time to time according to the terms of the Loan Documents.


B.Borrower requested that Lender temporarily increase the Revolving Commitment Amount and permit certain modifications to the Agreement and Note as described below.


C.Lender has agreed to such modifications, but only upon the terms and conditions outlined in the Amendment.


In consideration of the mutual covenants contained herein, and for other good and valuable consideration, Borrower and Lender agree as follows: 


ADDITIONS, DELETIONS OR CHANGES IN TERMS


The following provisions are added to the Agreement and Note or, if so indicated below, specified provisions of the Agreement and Note are modified, in part, or deleted or performance thereof is waived to the extent provided below. If any provision or partial provision added below already exists in the Agreement or Note, such provision is restated in its entirety. Capitalized terms used in the Amendment and not otherwise defined herein will have the meanings ascribed to them in the Agreement and Note.


Temporary Revolving Commitment Amount. From and including the date of this Amendment to January 30, 2023, the Revolving Commitment Amount will be $45,000,000. On January 31, 2023, the Revolving Commitment Amount will step down to $35,000,000. Principal is payable on January 31, 2023 to pay down the principal balance of the Revolving Loans to $35,000,000.


Definition. The following defined term in Section 1.1 of the Credit Agreement is amended and restated to read:


    “Revolving Commitment Amount” means $45,000,000 from October 31, 2022 to January 30, 2023 and $35,000,000 from and after January 31, 2023, as such amount may be modified (a) pursuant to Section 2.4 or (b) otherwise from time to time pursuant to the terms hereof.


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Revolving Commitment Fee. Section 2.3 of the Credit Agreement is amended and restated to read:


2.3    Fees. Borrower agrees to pay Lender a non-use fee (the “Revolving Commitment Fee”) on the average daily Available Revolving Commitment from the date of this Agreement to and including the Facility Termination Date, payable in arrears on the last day of each quarter hereafter and on the Facility Termination Date based on the pricing specified in the column in the table below that corresponds to the IBD/EBITDA ratio at the time in question.


The Revolving Commitment Fee will be determined in accordance with the tiered pricing table below with the applicable tier to be based on the most recent annual or quarterly financial statement of Borrower. Notwithstanding, Tier 1 shall be deemed applicable until determined by the receipt of Borrower’s October 2022 quarterly financial statement. Adjustments shall be effective on the first day of the fiscal month immediately following the date on which delivery of such financial statements of Borrower is required.   


									
	IBD/EBITDA Ratio	Revolving Commitment Fee	Tier
			
	Less than 0.75 to 1.00	12.5 basis points	1
			
	Greater than or equal to 0.75 to 1.00 but less than 1.50 to 1.00	15 basis points	2
			
	Greater than or equal to 1.50 to 1.00	17.5 basis points	3




MISCELLANEOUS TERMS


Effectiveness of Prior Documents. Except as specifically modified by this Amendment, the Agreement, the Note, and the other Loan Documents will remain in full force and effect in accordance with their respective terms. Borrower acknowledges the Agreement, the Note, and the other Loan Documents remain the legal and binding obligations of Borrower, free of any claim, defense, or offset. All warranties and representations contained in the Agreement and Note and the other Loan Documents are hereby reconfirmed as of the date hereof. All collateral previously provided to secure the Agreement and/or Note continues as security, and all guaranties guaranteeing obligations under the Loan Documents remain in full force and effect. This is an amendment, not a novation.


No Waiver of Defaults. This Amendment will not be construed as or be deemed to be a waiver by Lender of existing defaults by Borrower, whether known or undiscovered.


Authorization. The officers signing on behalf of the Borrower represent and warrant that the execution and delivery of this Amendment has been fully authorized by all necessary company action.


Counterparts. The Amendment may be signed in any number of counterparts, each of which will be considered an original, but when taken together will constitute one document.


Further Assurances.  Borrower will promptly correct any defect or error that may be discovered in any Loan Document or in the execution, acknowledgment or recordation of any Loan Document. Promptly upon request by Lender, Borrower will also do, execute, acknowledge, 
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deliver, record, re-record, file, re-file, register and re-register, any and all deeds, conveyances, mortgages, deeds of trust, trust deeds, assignments, estoppel certificates, financing statements and continuations thereof, notices of assignment, transfers, certificates, assurances and other instruments as Lender may reasonably require from time to time in order: (a) to carry out more effectively the purposes of the Loan Documents; (b) to perfect and maintain the validity, effectiveness and priority of any security interests intended to be created by the Loan Documents; and (c) to better assure, convey, grant, assign, transfer, preserve, protect and confirm unto Lender the rights granted now or hereafter intended to be granted to Lender under any Loan Document or under any other instrument executed in connection with any Loan Document or that Borrower may be or become bound to convey, mortgage or assign to Lender in order to carry out the intention or facilitate the performance of the provisions of any Loan Document.  Borrower will furnish to Lender evidence satisfactory to Lender of every such recording, filing or registration.


Copies; Electronic Records. Borrower acknowledges the receipt of a copy of the Amendment and all other Loan Documents. Lender may, on behalf of Borrower, create a microfilm or optical disk or other electronic image of the Amendment, and any or all of the Loan Documents. Lender may store each such electronic image in its electronic form and then destroy the paper original as part of Lender’s normal business practices, with the electronic image deemed to be an original and of the same legal effect, validity, and enforceability as the paper original. To the extent permitted by law, Borrower and Lender agree that Lender may convert the Note into a “transferable record” or the equivalent thereof as defined in applicable law and that such transferable record will be the authoritative copy of the Note. Lender, on its own behalf, may control and transfer such authoritative copy as permitted by such law.






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SIGNATURE PAGE TO 
AMENDMENT TO CREDIT AGREEMENT AND REVOLVING NOTE




BORROWER:


DAKTRONICS, INC.




By /s/ Reece A. Kurtenbach
Reece A. Kurtenbach
Chief Executive Officer




By /s/ Sheila M. Anderson
Sheila M. Anderson
Chief Financial Officer




LENDER:


U.S. BANK NATIONAL ASSOCIATION




By /s/ Marie Fredrickson
Marie Fredrickson
Senior Vice President








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