Exhibit 10.1 Amendment No. 6 to Credit Agreement


    Exhibit
      10.1

     

    AMENDMENT
      TO CREDIT AGREEMENT

     

    LSI
      INDUSTRIES INC., an Ohio corporation (the "Borrower"),
      the
      financial institutions listed on the signature pages hereto (individually a
      "Lender"
      and
      collectively the "Lenders"),
      and
      PNC BANK, NATIONAL ASSOCIATION as the administrative agent and the syndication
      agent (in such capacity the "Administrative
      Agent" or “Agent”)
      hereby
      agree as follows effective as of January 12, 2007 (“Effective
      Date”):

    


    
      	
              1.

            	
              Recitals.

            


    

     

    
      	 	
              1.1

            	
              On
                March 30, 2001, Agent, Borrower and Lenders entered into a Credit
                Agreement (as previously amended, the "Credit Agreement"). Capitalized
                terms used herein and not otherwise defined will have the meanings
                given
                such terms in the Credit Agreement.

            


    

     

    
      	 	
              1.2

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

            


    

     

    
      	
              2.

            	
              Amendments.

            


    

     

    
      	 	
              2.1

            	
              Effective
                as of the Effective Date, Section 5.1 of the Credit Agreement is
                amended
                to provide as follows:

            


    

     

    Indebtedness
      The
      Borrower shall not and shall not permit its Subsidiaries to create, incur,
      assume or permit to exist or remain outstanding any Indebtedness, except
      for:

     

    (i) 
Any
      Indebtedness owed by the Borrower to the Lenders;

     

    
      	 	
              (ii)

            	
              Consolidated
                Indebtedness of the Borrower and its Subsidiaries existing on the
                Closing
                Date to remain outstanding and unpaid after the Closing Date and
                listed on
                Schedule
                5.1
                and any extensions, renewals or refinancings thereof, in outstanding
                principal amounts not greater than those shown on Schedule
                5.1;
                

            


    

     

    
      	 	
              (iii)

            	
              Rental
                and lease payments for real or personal property whose aggregate
                annual
                rental payments would exceed $5,000,000 in the aggregate for Borrower
                and
                Guarantors combined when added to their combined rental or lease
                agreements existing on the date
                hereof;

            


    

     

    
      	 	
              (iv)

            	
              Indebtedness
                secured by Permitted Liens; 

            


    

     

    
      	 	
              (v)

            	
              Indebtedness
                assumed by Borrower in connection with merger and acquisition activities
                permitted hereunder that

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2


     

              
      do not exceed $15,000,000 in the aggregate outstanding at any one time or that
      are satisfied by Borrower at the time of the closing of the related merger
      or
      acquisition; and

     

    
      	 	
              (vi)

            	
              Indebtedness
                of LSI Saco Technologies to one or more lenders in an amount not
                in excess
                of $7,000,000 which indebtedness may be secured by a guaranty of
                Borrower
                and, notwithstanding Section 5.2 of this Agreement, may provide for
                a
                negative pledge on the assets of LSI Saco
                Technologies.

            


    

     

    
      	
              3.

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

            


    

     

    
      	 	
              3.1

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

            


    

     

    
      	 	
              3.2

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

            


    

     

    
      	 	
              3.3

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


            


    

     

    
      	
              4.

            	
              General.

            


    

     

    
      	 	
              4.1

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

            


    

     

    
      	 	
              4.2

            	
              Nothing
                contained herein will be construed as waiving any default or Event
                of
                Default under the Credit Agreement or will affect or impair any right,
                power or remedy of Lenders or Agent under or with respect to the
                Credit
                Agreement, as or any agreement or instrument guaranteeing, securing
                or
                otherwise relating to any of the Credit
                Agreement.

            


    

     

    
      	 	
              4.3

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

            


    

     

    
      	 	
              4.4

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

            


    

     

    
      	 	
              4.5

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

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3

    
 

    Executed
      as of the Effective Date.

    


    LSI
      INDUSTRIES INC.

    


    By:
       /s/
      Ronald S. Stowell   

    Name:
      Ronald S. Stowell

    Title:
      Vice President, Chief Financial Officer and Treasurer

    


    PNC
      BANK, NATIONAL ASSOCIATION,

    in
      its
      capacity as the Administrative Agent and

    the
      Syndication Agent hereunder

    


    By:
       /s/
      Gregory S. Buchanan   

    Name:
      Gregory S. Buchanan

    Title:
      Vice President

    


    PNC
      BANK, NATIONAL ASSOCIATION,

    in
      its
      capacity as a Lender

    


    By:
       /s/
      Gregory S. Buchanan   

    Name:
      Gregory S. Buchanan

    Title:
      Vice President

    


    THE
      FIFTH THIRD BANK,
      in its
      capacity as a Lender

    


    By: /s/
      Christopher R. Ramos   

    Name:
      Christopher R. Ramos

    Title:
      Vice President