ex102031709.htm


    EXHIBIT 10.2


      AMENDED
AND RESTATED

      364
DAY NOTE

       

      


        
          	
                  $6,000,000

                	
                  Cincinnati,
      Ohio

                
	 
      	
                  March
      18, 2009

                


        

      FOR VALUE RECEIVED, LSI Industries Inc.
("Borrower") promises to pay to the
order of PNC Bank, National
Association ("Lender") on or before the Revolving Credit Termination Date
(as defined in the Credit Agreement referred to below), in lawful money of the
United States of America and in immediately available funds, the principal
amount of SIX MILLION DOLLARS ($6,000,000), or, if less, the aggregate unpaid
principal amount of all Loans by Lender under the 364-Day
Facility.  Borrower further agrees to pay interest in like money from
time to time on the unpaid principal amount hereof from the date of each advance
or converted advance hereunder until paid in full at the interest rates as set
forth in the Credit Agreement.

       

      This Note
amends, completely restates, and replaces the 364 Day Note dated March 30, 2001
(the "Prior Note") in the principal amount of $12,000,000 made by Borrower in
favor of Lender.  This Note shall not be construed as an
extinguishment of the Prior Note, and its issuance shall not affect the priority
of any security interest or other lien granted in connection with the Prior
Note.

       

      
        	
                1.

              	
                Credit
      Agreement.  This Note
      is one of the 364-Day Notes referred to in the Credit Agreement dated as
      of March 30, 2001 by and among Borrower, Lender, the other Lenders from
      time to time parties thereto, and PNC Bank, National Association, as
      Administrative Agent and Syndication Agent (as the same may from time to
      time be amended, modified or supplemented, the "Credit Agreement"; terms
      defined therein being used herein as so defined), and is entitled to the
      benefits thereof and subject to the provisions thereof and is subject to
      voluntary and mandatory prepayment in whole or in part as provided
      therein.

              


      

       

      
        	
                2.

              	
                Waivers.  Borrower
      waives presentment, demand, protest, and notice of demand, protest, and
      dishonor.  Borrower also waives all defenses based on suretyship
      or impairment of collateral.

              


      

       

      
        	
                3.

              	
                Successors
      and Assigns.  This Note
      will bind Borrower and its successors and assigns and the benefits hereof
      will inure to the benefit of Lender and its successors and
      assigns.  All references herein to "Borrower", "Lender", and
      "Agent" will be deemed to apply to Borrower, Lender and Agent and their
      respective successors and assigns as permitted by the Credit
      Agreement.

              


      

       

      
        	
                4.

              	
                Usury.  If from any
      circumstances whatsoever the fulfillment of any provision of this Note
      involves transcending the limit of validity prescribed by any applicable
      usury statute or any other applicable law, with regard to obligations of
      like character and amount, then the obligation to be fulfilled will be
      reduced to the limit of such validity as provided in such statute or law,
      so that in no event will any exaction of interest be possible under this
      Note in excess of the limit of such validity.  In no event will
      Borrower be bound to pay

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                interest
      of more than the legal limit and the right to demand any such excess is
      hereby expressly waived by Lender.

              


      

       

      
        	
                5.

              	
                Time.  Time
      is of the essence in the performance of this
  Note.

              


      

       

      
        	
                6.

              	
                Governing
      Law.  This Note will be
      interpreted and the rights and liabilities of the parties hereto
      determined in accordance with the laws of the State of Ohio without regard
      to conflict of laws
principles.

              


      

       

      
        	
                7.

              	
                Jurisdiction.  Borrower hereby
      agrees to the exclusive jurisdiction of any state or federal court located
      within Hamilton County, Ohio and consents that all service of process be
      made by certified mail directed to Borrower at its address set forth in
      the Credit Agreement for notices and service so made will be deemed to be
      completed five (5) Business Days after the same has been deposited in U.S.
      mails, postage prepaid; provided that nothing contained herein will
      prevent Agent or Lender from bringing any action or exercising any rights
      against any security or against Borrower individually, or against any
      property of Borrower, within any other state or
      nation.  Borrower waives any objection based on forum
      non conveniens
      and any objection to venue of any action instituted
      hereunder.

              


      

       

      
        	
                8.

              	
                Waiver
      of Jury Trial.  Borrower, Lender
      and Agent each waive any right to trial by jury in any action or
      proceeding relating to this Note, the Credit Agreement or any transaction
      contemplated in any of such
agreements.

              


      

       

      
        	 	
                LSI INDUSTRIES
      INC.

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/Ronald
      S. Stowell 	 
	 	 	Name: 
      Ronald S. Stowell	 
	 	 	Title: 
      Vice President, Chief Financial Officer and  	 
	 	 	           
      Treasurer	 


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      AMENDED
AND RESTATED

      364
DAY NOTE

       

      
        	
                $4,000,000

              	
                Cincinnati,
      Ohio

              
	 
      	
                March
      18, 2009

              


      

       

      FOR VALUE
RECEIVED, LSI Industries
Inc. ("Borrower") promises to pay to the
order of Fifth Third
Bank ("Lender") on or before the Revolving Credit Termination Date (as
defined in the Credit Agreement referred to below), in lawful money of the
United States of America and in immediately available funds, the principal
amount of FOUR MILLION DOLLARS ($4,000,000), or, if less, the aggregate unpaid
principal amount of all Loans by Lender under the 364-Day
Facility.  Borrower further agrees to pay interest in like money from
time to time on the unpaid principal amount hereof from the date of each advance
or converted advance hereunder until paid in full at the interest rates as set
forth in the Credit Agreement.

       

      This Note
amends, completely restates, and replaces the 364 Day Note dated March 30, 2001
(the "Prior Note") in the principal amount of $8,000,000 made by Borrower in
favor of Lender.  This Note shall not be construed as an
extinguishment of the Prior Note, and its issuance shall not affect the priority
of any security interest or other lien granted in connection with the Prior
Note.

       

      
        	
                1.

              	
                Credit
      Agreement.  This Note
      is one of the 364-Day Notes referred to in the Credit Agreement dated as
      of March 30, 2001 by and among Borrower, Lender, the other Lenders from
      time to time parties thereto, and PNC Bank, National Association, as
      Administrative Agent and Syndication Agent (as the same may from time to
      time be amended, modified or supplemented, the "Credit Agreement"; terms
      defined therein being used herein as so defined), and is entitled to the
      benefits thereof and subject to the provisions thereof and is subject to
      voluntary and mandatory prepayment in whole or in part as provided
      therein.

              


      

       

      
        	
                2.

              	
                Waivers.  Borrower
      waives presentment, demand, protest, and notice of demand, protest, and
      dishonor.  Borrower also waives all defenses based on suretyship
      or impairment of collateral.

              


      

       

      
        	
                3.

              	
                Successors
      and Assigns.  This Note
      will bind Borrower and its successors and assigns and the benefits hereof
      will inure to the benefit of Lender and its successors and
      assigns.  All references herein to "Borrower", "Lender", and
      "Agent" will be deemed to apply to Borrower, Lender and Agent and their
      respective successors and assigns as permitted by the Credit
      Agreement.

              


      

       

      
        	
                4.

              	
                Usury.  If from any
      circumstances whatsoever the fulfillment of any provision of this Note
      involves transcending the limit of validity prescribed by any applicable
      usury statute or any other applicable law, with regard to obligations of
      like character and amount, then the obligation to be fulfilled will be
      reduced to the limit of such validity as provided in such statute or law,
      so that in no event will any exaction of interest be possible under this
      Note in excess of the limit of such validity.  In no event will
      Borrower be bound to pay

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                interest
      of more than the legal limit and the right to demand any such excess is
      hereby expressly waived by Lender.

              


      

       

      
        	
                5.

              	
                Time.  Time
      is of the essence in the performance of this
  Note.

              


      

       

      
        	
                6.

              	
                Governing
      Law.  This Note will be
      interpreted and the rights and liabilities of the parties hereto
      determined in accordance with the laws of the State of Ohio without regard
      to conflict of laws
principles.

              


      

       

      
        	
                7.

              	
                Jurisdiction.  Borrower hereby
      agrees to the exclusive jurisdiction of any state or federal court located
      within Hamilton County, Ohio and consents that all service of process be
      made by certified mail directed to Borrower at its address set forth in
      the Credit Agreement for notices and service so made will be deemed to be
      completed five (5) Business Days after the same has been deposited in U.S.
      mails, postage prepaid; provided that nothing contained herein will
      prevent Agent or Lender from bringing any action or exercising any rights
      against any security or against Borrower individually, or against any
      property of Borrower, within any other state or
      nation.  Borrower waives any objection based on forum
      non conveniens
      and any objection to venue of any action instituted
      hereunder.

              


      

       

      
        	
                8.

              	
                Waiver
      of Jury Trial.  Borrower, Lender
      and Agent each waive any right to trial by jury in any action or
      proceeding relating to this Note, the Credit Agreement or any transaction
      contemplated in any of such agreements.

                 

              


      

      
        	 	
                LSI INDUSTRIES
      INC.

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/Ronald
      S. Stowell 	 
	 	 	Name: 
      Ronald S. Stowell	 
	 	 	Title: 
      Vice President, Chief Financial Officer and  	 
	 	 	           
      Treasurer