Business Loan Agreement



 Exhibit 10.1 

BUSINESS LOAN AGREEMENT 
  

															
	 Principal

$19,500,000.00
	 	
Loan Date

03-26-2010
	 	Maturity	 	
Loan No

0201
	 	
Call / Coll

40 / 0001
	 	
Account

6184030
	 	
Officer

ELN
	 	
Initials

 




	
References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or
item.
 Any item above containing “***” has been omitted due to text length limitations.



 

							
	Borrower:	  	 Da-Lite Screen Company, Inc. (TIN: 35-1013951)

3100 N Detroit St
 Warsaw, IN 46580

	  	Lender:	  	 LAKE CITY BANK
 Main
Office
 202 E Center St

PO Box 1387
 Warsaw, IN 46581-1387



  
  

 
 THIS BUSINESS LOAN AGREEMENT
dated March 26, 2010, is made and executed between Da-Lite Screen Company, Inc. (“Borrower”) and LAKE CITY BANK (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or
has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting,
renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement: (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to
Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. 

TERM. This Agreement shall be effective as of March 26, 2010, and shall continue in full force and effect until such time as
all of Borrower’s Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys’ fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this
Agreement. 
 ADVANCE AUTHORITY. The following person or persons are authorized, except as provided in this paragraph, to
request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender’s address shown above, written notice of revocation of such authority: Richard E Lundin, President & CEO of Da-Lite
Screen Company, Inc.; and Jerry C Young, V.P. Finance/CFO of Da-Lite Screen Company, Inc. Minimum Amount of Draw: $1000.00. 

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the initial Advance and each subsequent Advance under this
Agreement shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. 

Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) together with
all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender’s counsel. 

Borrower’s Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified
resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may
require. 
 Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which
are then due and payable as specified in this Agreement or any Related Document. 
 Representations and Warranties. The
representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. 

No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under
this Agreement or under any Related Document. 
 REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: 

Organization. Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in
good standing under and by virtue of the laws of the State of Indiana. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and
approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its
business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 3100 N Detroit St.
Warsaw, IN 46580. Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change
in the location of Borrower’s state of organization or any change in Borrower’s name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all
regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower’s business activities. 

Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business
names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. 

Authorization. Borrower’s execution, delivery, and performance of this Agreement and all the Related Documents have been duly
authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower’s articles of incorporation or organization, or bylaws, or (b) any
agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower’s properties. 

Financial Information. Each of Borrower’s financial statements supplied to Lender truly and completely disclosed
Borrower’s financial condition as of the date of the statement, and there has been no material adverse change in Borrower’s financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has
no material contingent obligations except as disclosed in such financial statements. 
 Legal Effect. This Agreement
constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.

 Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower’s financial statements
or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower’s properties free and clear of all Security Interests, and has not
executed any security documents or financing statements relating to such properties. All of Borrower’s properties are titled in Borrower’s legal name, and Borrower has not used or filed a financing statement under any other name for at
least the last five (5) years. 









					
		 	BUSINESS LOAN AGREEMENT	 	
	 Loan No: 0201
	 	(Continued)	 	 Page
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 Hazardous Substances. Except as disclosed to and acknowledged by Lender in
writing, Borrower represents and warrants that: (1) During the period of Borrower’s ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous
Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture,
storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of
any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous
Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws.
Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by
Lender shall be at Borrower’s expense and for Lender’s purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties
contained herein are based on Borrower’s due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in
the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may
directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the
Collateral. The provisions of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected
by Lender’s acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. 
 Litigation and
Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect
Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. 

Taxes. To the best of Borrower’s knowledge, all of Borrower’s tax returns and reports that are or were required to be
filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves
have been provided. 
 Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered
into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower’s Loan and Note, that would be prior or that
may in any way be superior to Lender’s Security Interests and rights in and to such Collateral. 
 Binding Effect.
This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their
respective terms. 
 AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement
remains in effect, Borrower will: 
 Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all
material adverse changes in Borrower’s financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could
materially affect the financial condition of Borrower or the financial condition of any Guarantor. 
 Financial Records.
Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower’s books and records at all reasonable times. 

Financial Statements. Furnish Lender with the following: 

Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each
fiscal year, Borrower’s balance sheet and income statement for the year ended, audited by a certified public accountant satisfactory to Lender. 

Interim Statements. As soon as available, but in no event later than 20 days after the end of each month, Borrower’s balance
sheet and profit and loss statement for the period ended, prepared by Borrower. 
 Additional Requirements. 

This commitment shall be subject to and cross-defaulted with all the terms, conditions, and covenants as set forth in the offering
memorandum for the $105,000,000.00 Da-Lite Screen Company, Inc. senior note financing. 
 All financial reports required to be
provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. 

Additional Information. Furnish such additional information and statements, as Lender may request from time to time. 

Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with
respect to Borrower’s properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance
in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that
coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans,
Borrower will provide Lender with such lender’s loss payable or other endorsements as Lender may require. 
 Insurance
Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the
risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration
date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral.
The cost of such appraisal shall be paid by Borrower. 
 Other Agreements. Comply with all terms and conditions of all
other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements. 









					
		 	BUSINESS LOAN AGREEMENT	 	
	 Loan No: 0201
	 	(Continued)	 	 Page
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 Loan Proceeds. Use all Loan proceeds solely for Borrower’s business
operations, unless specifically consented to the contrary by Lender in writing. 
 Taxes, Charges and Liens. Pay and
discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to
the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such
assessment, tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower’s books adequate reserves with
respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP. 
 Performance. Perform
and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in
writing of any default in connection with any agreement. 
 Operations. Maintain executive and management personnel with
substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent
manner. 
 Environmental Studies. Promptly conduct and complete, at Borrower’s expense, all such investigations,
studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local
law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. 

Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all
governmental authorities applicable to the conduct of Borrower’s properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in
good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender’s sole opinion,
Lender’s interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest. 

Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and
Borrower’s other properties and to examine or audit Borrower’s books, accounts, and records and to make copies and memoranda of Borrower’s books, accounts, and records. If Borrower now or at any time hereafter maintains any records
(including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to
such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower’s expense. 

Compliance Certificates. Unless waived in writing by Lender, provide Lender at least annually, with a certificate executed by
Borrower’s chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying
that, as of the date of the certificate, no Event of Default exists under this Agreement. 
 Environmental Compliance and
Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on
property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal,
state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any
governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower’s part in connection with any environmental activity whether or not there is damage to the environment and/or other natural
resources. 
 Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust,
security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests. 

LENDER’S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the
Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s failure to discharge or pay when due any amounts Borrower is required to discharge or pay under
this Agreement or any Related Documents, Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests,
encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at
the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be
added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note’s maturity. 
 NEGATIVE COVENANTS. Borrower
covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender: 

Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender
contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower’s assets
(except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower’s accounts, except to Lender. 

Continuity of Operations. (1) Engage in any business activities substantially different than those in which Borrower is
presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on
Borrower’s stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if
Borrower is a “Subchapter S Corporation” (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to
pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of
Borrower’s stock, or purchase or retire any of Borrower’s outstanding shares or alter or amend Borrower’s capital structure. 









					
		 	BUSINESS LOAN AGREEMENT	 	
	 Loan No: 0201
	 	(Continued)	 	 Page
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 Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or
assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business. 

Agreements. Enter into any agreement containing any provisions which would be violated or breached by the performance of
Borrower’s obligations under this Agreement or in connection herewith. 
 CESSATION OF ADVANCES. If Lender has made
any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the
terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even though no Event of Default shall have
occurred. 
 DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: 

Payment Default. Borrower fails to make any payment when due under the Loan. 

Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. 

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf
under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 

Insolvency. The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the
appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

 Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect
(including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. 

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender.
However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of
the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

 Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness
or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. 

Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. 

Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment
or performance of the Loan is impaired. 
 Insecurity. Lender in good faith believes itself insecure. 

Right to Cure. If any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has
not been given a notice of a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the case may be, after Lender sends written notice to Borrower or Grantor, as the case may be, demanding cure of
such default; (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender’s sole discretion to be sufficient to cure the
default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the
Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at
Lender’s option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the “Insolvency” subsection above, such
acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of
Lender’s rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exercise its rights and remedies. All Loans shall be repaid under all circumstances without relief from any Indiana or other
valuation and appraisement laws. 
 LATE CHARGES. If any payment of principal and/or interest shall not be paid in seven
days of the due date thereof, borrower shall pay a late charge of 5% of any past due amount; provided such late charge shall not be less than $50.00 nor more than $500.00. 

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: 

Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties
as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. 

Attorneys’ Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s
attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such
enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. 

Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or
define the provisions of this Agreement. 









					
		 	BUSINESS LOAN AGREEMENT	 	
	Loan No: 0201	 	(Continued)	 	 Page
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 Consent to Loan Participation. Borrower agrees and consents to Lender’s sale
or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or
potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally
waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute
owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may
have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower’s obligation under the Loan irrespective of the failure or
insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

 Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by
federal law, the laws of the State of Indiana without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Indiana. 

No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in
writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a
waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor,
shall constitute a waiver of any of Lender’s rights or of any of Borrower’s or any Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by
Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. 

Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually
delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered
mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the
notice is to change the party’s address. For notice purposes. Borrower agrees to keep Lender informed at all times of Borrower’s current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice
given by Lender to any Borrower is deemed to be notice given to all Borrowers. 
 Severability. If a court of competent
jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality,
invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement, 

Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate,
including without limitation any representation, warranty or covenant, the word “Borrower” as used in this Agreement shall include all of Borrower’s subsidiaries and affiliates. Notwithstanding the foregoing however, under no
circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower’s subsidiaries or affiliates. 

Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related
Documents shall bind Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower’s rights under this Agreement or any interest
therein, without the prior written consent of Lender. 
 Survival of Representations and Warranties. Borrower understands
and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the
Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be
continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until such time as Borrower’s Indebtedness shall be paid in full, or until this Agreement shall
be terminated in the manner provided above, whichever is the last to occur. 
 Time is of the Essence. Time is of the
essence in the performance of this Agreement. 
 Waive Jury. All parties to this Agreement hereby waive the right to any jury
trial in any action, proceeding, or counterclaim brought by any party against any other party. 
 DEFINITIONS. The
following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America.
Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the
Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: 

Advance. The word “Advance” means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower’s
behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement. 
 Agreement. The
word “Agreement” means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.

 Borrower. The word “Borrower” means Da-Lite Screen Company, Inc. and includes all co-signers and co-makers
signing the Note and all their successors and assigns. 
 Collateral. The word “Collateral” means alt property
and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral
mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or
consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. 









					
		 	BUSINESS LOAN AGREEMENT	 	
	 Loan No: 0201
	 	(Continued)	 	 Page
 6


  

 
  

 Environmental Laws. The words “Environmental Laws” mean any and all
state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended,
42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. 

Event of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the
default section of this Agreement. 
 GAAP. The word “GAAP” means generally accepted accounting principles.

 Grantor. The word “Grantor” means each and all of the persons or entities granting a Security Interest in any
Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. 
 Guarantor. The
word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Loan. 
 Guaranty. The
word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. 

Hazardous Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or
physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The
words “Hazardous Substances” are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term “Hazardous
Substances” also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. 

Indebtedness. The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all
principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. 

Lender. The word “Lender” means LAKE CITY BANK, its successors and assigns. 

Loan. The word “Loan” means any and all loans and financial accommodations from Lender to Borrower whether now or
hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. 

Note. The word “Note” means the Note executed by Da-Lite Screen Company, Inc. in the principal amount of $19,500,000.00
dated March 26, 2010, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. 

Permitted Liens. The words “Permitted Liens” mean (1) liens and security interests securing Indebtedness owed by
Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary
course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure
indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled “Indebtedness and Liens”; (5) liens and security interests which, as of the date of this Agreement, have
been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower’s assets.

 Related Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection
with the Loan. 
 Security Agreement. The words “Security Agreement” mean and include without limitation any
agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. 

Security Interest. The words “Security Interest” mean, without limitation, any and all types of collateral security,
present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment trust,
conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. 

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS
DATED MARCH 26, 2010. 
 BORROWER: 
  

			
	DA-LITE SCREEN COMPANY, INC.
		
	 By:
	 	
 




		 	Jerry C Young, V.P. Finance/CFO of Da-Lite Screen Company, Inc.










					
		 	BUSINESS LOAN AGREEMENT	 	
	 Loan No: 0201
	 	(Continued)	 	 Page
 7


  

 
  

 LENDER: 
  

			
	LAKE CITY BANK
		
	By:	 	
 




		 	Everett L Nifong, Vice President

  

 
  

LASER PRO Landing, Ver. 5.49.10.002 Copr. Harland Financial Solution, Inc. 1997, 2010. All Rights Reserved. IN M:\CRWIN\CR\LPL\C40.FC TR:
7146 PR: 12 







 PROMISSORY NOTE 

 

															
	 Principal

$19,500,000.00
	 	
Loan Date

03-26-2010
	 	Maturity	 	
Loan No

0201
	 	
Call / Coll

40 / 0001
	 	
Account

6184030
	 	
Officer

ELN
	 	
Initials

 




	References in
the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.


 

							
	    Borrower:	  	 Da-Lite Screen Company, Inc. (TIN: 35-1013951)

3100 N Detroit St
 Warsaw, IN 46580

	 	Lender:	  	 LAKE CITY BANK

Main Office
 202 E Center
St
 PO Box 1387
 Warsaw,
IN 46581-1387


  
  

 
  

			
	Principal Amount: $19,500,000.00	  	Date of Note: March 26, 2010


PROMISE TO PAY. Da-Lite Screen Company, Inc. (“Borrower”) promises to pay to LAKE CITY BANK (“Lender”), or order,
in lawful money of the United States of America, the principal amount of Nineteen Million Five Hundred Thousand & 00/100 Dollars ($19,500,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal
balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. 

PAYMENT. Borrower will pay this loan in full immediately upon Lender’s demand. If no demand is made. Borrower will pay this loan
in one payment of all outstanding principal plus all accrued unpaid interest on May 1, 2012. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning April 1, 2010, with
all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; and then to any unpaid
collection costs. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing. 

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent
index which is the PRIME AS PUBLISHED IN THE WALL STREET JOURNAL (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may
designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than each Day. Borrower understands that Lender may make loans
based on other rates as well. The Index currently is 3.250% per annum. Interest on the unpaid principal balance of this Note will be calculated as described in the “INTEREST CALCULATION METHOD” paragraph using a rate equal to
the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 4.000% per annum based on a year of 360 days, NOTICE: Under no circumstances will the interest rate on this Note be
less than 4.000% per annum or more than the maximum rate allowed by applicable law. 
 INTEREST CALCULATION METHOD.
Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is
outstanding. All interest payable under this Note is computed using this method. 
 PREPAYMENT; MINIMUM INTEREST
CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $50.00. Other than Borrower’s obligation to pay any minimum interest charge. Borrower may pay
without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of accrued unpaid interest.
Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it
without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that
indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: LAKE CITY BANK, Main Office,
202 E Center St, PO Box 1387, Warsaw, IN 46581-1387. 
 INTEREST AFTER DEFAULT. Upon default, including failure to pay
upon final maturity, the interest rate on this Note shall be increased by adding a 2.000 percentage point margin (“Default Rate Margin”). The Default Rate Margin shall also apply to each succeeding interest rate change that would have
applied had there been no default. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. 

DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this Note: 

Payment Default. Borrower fails to make any payment when due under this Note. 

Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. 

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf
under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 

Insolvency. The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the
appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

 Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial
proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts,
with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender
written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for
the dispute. 
 Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser,
surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced
by this Note. 
 Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common
stock of Borrower. 









					
		 	PROMISSORY NOTE	 	
	 Loan No: 0201
	 	(Continued)	 	Page 2

  

 
  

 Adverse Change. A material adverse change occurs in Borrower’s financial
condition, or Lender believes the prospect of payment or performance of this Note is impaired. 
 Insecurity. Lender in
good faith believes itself insecure. 
 Cure Provisions. If any default, other than a default in payment is curable and if
Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such default:
(1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and
thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 

LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid
interest immediately due, and then Borrower will pay that amount. Under all circumstances, the Indebtedness will be repaid without relief from any Indiana or other valuation and appraisement laws. 

ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower
will pay Lender that amount. This includes, subject to any limits under applicable law. Lender’s attorneys’ fees and Lender’s legal expenses, whether or not there is a lawsuit, including without limitation all attorneys’ fees and
legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by
law. 
 JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim
brought by either Lender or Borrower against the other. 
 GOVERNING LAW. This Note will be governed by federal law
applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Indiana without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Indiana. 

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower’s loan and the check
or preauthorized charge with which Borrower pays is later dishonored. 
 LINE OF CREDIT. This Note evidences a revolving
line of credit. Advances under this Note may be requested orally by Borrower or as provided in this paragraph. Lender may, but need not, require that all oral requests be confirmed in writing. All communications, instructions, or directions by
telephone or otherwise to Lender are to be directed to Lender’s office shown above. The following person or persons are authorized, except as provided in this paragraph, to request advances and authorize payments under the line of credit until
Lender receives from Borrower, at Lender’s address shown above, written notice of revocation of such authority: Richard E Lundin, President & CEO of Da-Lite Screen Company, Inc.; and Jerry C Young, V.P. Finance/CFO of Da-Lite Screen
Company. Inc. Minimum Amount of Draw; $1000.00. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower’s accounts with Lender.
The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender’s internal records, including daily computer print-outs. 

LATE CHARGES. If any payment of principal and/or interest shall not be paid in seven days of the due date thereof, borrower shall
pay a late charge of 5% of any past due amount; provided such late charge shall not be less than $50.00 nor more than $500.00. 

PAYMENT OF INTEREST. All interest due hereunder shall be paid by debit to borrower’s account #1010994492 on each interest
payment date. 
 UNUTILIZED COMMITMENT FEE. An unused line of credit fee of 1/4% (25 basis points) will also apply and be
calculated and charged quarterly, beginning July 1, 2010, based on the previous quarter average outstanding loan balance. 

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal
representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. 
 GENERAL
PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender’s right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this
fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by
law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender’s security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. 

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE
PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. 
 BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS
PROMISSORY NOTE. 
 BORROWER: 
  

					
		 	DA-LITE SCREEN COMPANY, INC.
			
		 	By:	 	
 




		 		 	 Jerry C Young. V.P. Finance/CFO of

Da-Lite Screen Company, Inc.


  

 
  

LASER PRO Lending, Ver. 5.49.10.002 Copr. Harland Financial Solutions, Inc. 1997, 2010. All Rights Reserved. IN M:\CRWIN\CR\LPL\C40.FC TR:
7146 PR: 12 







 DISBURSEMENT REQUEST AND AUTHORIZATION 

 
  

							
	    Borrower:	  	 Da-Lite Screen Company, Inc. (TIN: 35-1013951)

3100 N Detroit St
 Warsaw, IN 46580

	 	Lender:	  	 LAKE CITY BANK
 Main
Office
 202 E Center St

PO Box 1387
 Warsaw, IN 46581-1387



  
  

 
 LOAN TYPE. This is a
Variable Rate Nondisclosable Revolving Line of Credit Loan to a Corporation for $19,500,000.00 due on May 1, 2012. This is an unsecured renewal loan. 

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for: 

 ̈  Personal, Family, or Household Purposes or Personal
Investment. 
 x  Business (Including
Real Estate Investment). 
 SPECIFIC PURPOSE. The specific purpose of this loan is: To provide for working capital and
other general corporate purposes of the borrower. 
 DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds
will be disbursed until all of Lender’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $19,500,000.00 as follows: 
  

				
	 Undisbursed Funds:
	  	$	18,899,860.00
	 Amount paid on Borrower’s account:
$600,140.00 Payment on Loan # 0201
	  	$	600,140.00
		  	 	 
	 Note Principal:
	  	$	19,500,000.00

 CHARGES
PAID IN CASH. Borrower has paid or will pay in cash as agreed the following areas: 
  

				
	 Prepaid Finance Charges Paid in Cash:
	  	$	0.00
	 Other Charges Paid in Cash:
$24,375.00 Commitment Fee
	  	$	24,375.00
		  	 	 
	 Total Charges Paid in Cash:
	  	$	24,375.00

 AUTOMATIC
PAYMENTS. Borrower hereby authorizes Lender automatically to deduct from Borrower’s account, numbered 1010994492, the amount of any loan payment. If the funds in the account are insufficient to cover any payment, Lender shall not be
obligated to advance funds to cover the payment. At any time and for any reason, Borrower or Lender may voluntarily terminate Automatic Payments. 

ANNUAL LOAN ADMINISTRATION FEE. As a condition of closing your loan with Lake City Bank your line of credit account requires an
annual review. The fee for this review will be payable as of the anniversary date of your loan on an annual basis. The first fee will be due on May 1, 2010. Please choose from the following options: 

          I elect to have my loan payments and my annual fee automatically
deducted from my Lake City Bank demand deposit account #1010994492. I hereby authorize Lake City Bank to draft my account for $100.00 on the 1st day of May each year. 

          I elect to have my loan payments and my annual fee billed. I understand
that Lake City Bank will bill me $150.00 on the 1st day of May each year. I hereby agree that a failure to pay this fee shall be a default under the loan documents. 

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS
TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED MARCH 26, 2010. 

BORROWER: 
  

					
		 	DA-LITE SCREEN COMPANY, INC.
			
		 	By:	 	
 




		 		 	 Jerry C Young. V.P. Finance/CFO of

Da-Lite Screen Company, Inc.


  

 
  

LASER PRO Landing, Ver. 5.49.10.002 Copr. Harland Financial Solutions, Inc. 1997, 2010. All Rights Reserved. IN M:\CRWIN\CR\LPL\C40.FC TR:
7146 PR: 12