ex101031709.htm


    EXHIBIT 10.1

    
 

    AMENDMENT
TO CREDIT AGREEMENT

     

    LSI INDUSTRIES INC., an Ohio
corporation (the "Borrower"), the financial institutions listed on the signature
pages hereto (the "Lenders"), and PNC BANK, NATIONAL
ASSOCIATION, as administrative agent and syndication agent (in such
capacity the "Administrative Agent" or "Agent"), hereby agree as follows as of
March 18, 2009:

     

    
      	
              1.

            	
              Recitals.

            


    

     

    
      	
               
      

            	
              1.1

            	
              On
      March 30, 2001, the Agent, the Borrower and the 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

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

            


    

     

    
      	
              2.

            	
              Amendments.

            


    

     

    
      	
               
      

            	
              2.1

            	
              The
      following sentence is hereby added to the end of the definition of
      Applicable Unused Fee in Section 1.1 of the Credit
    Agreement:

            


    

     

    Notwithstanding
the foregoing, the Applicable Unused Fee with respect to the 364-Day Facility
will be 30 basis points and will not be adjusted based on the Borrower's
Leverage Ratio.

     

    
      	
               
      

            	
              2.2

            	
              Section
      1.1 of the Credit Agreement is amended to change the definition of 364-Day
      Facility to provide as follows:

            


    

     

    364-Day
Facility: shall
mean the $10,000,000 credit facility extended pursuant to the 364-Day
Commitment.

     

    
      	
               
      

            	
              2.3

            	
              Section
      1.1 of the Credit Agreement is amended to change the definition of 364-Day
      Note to provide as follows:

            


    

     

    364-Day
Note:  Any of the
several promissory notes of the Borrower evidencing Indebtedness of the Borrower
under the 364-Day Commitment in the total principal amount of $10,000,000 having
an initial term of 364 days together with all extensions, renewals, amendments,
restatements, substitutions and replacements thereto and thereof.

     

    
      	
               
      

            	
              2.4

            	
              Section
      1.1 of the Credit Agreement is amended to change the definition of
      Revolving Credit Termination Date to provide as
  follows:

            


    

     

    Revolving
Credit Termination Date:  March 31, 2011 as
to the Three Year Notes and the Swingline Note and March 17, 2010 as to the
364-Day Notes.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.5           The
following Section 2.2f is hereby added to the Credit Agreement:

     

    2.2f           Special
Provisions Related to 364-Day Facility.  Notwithstanding
anything to the contrary contained in Section 2.2, all advances under the
364-Day Notes will bear interest at the Euro-Rate plus 250 basis points for the
applicable Euro-Rate Interest Period(s) selected by the Borrower in accordance
with this Agreement (subject to the provisions of Subsection 2.2b(iv)), and
shall not be adjusted pursuant to Subsection 2.2b(ii).  The Base Rate
Option and the Federal Funds Rate Option shall not be available with respect to
the 364-Day Facility.

     

    
      	
              3.

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

            


    

     

    
      	
               
      

            	
              3.1

            	
              Upon
      the execution of this Amendment, the Borrower will pay to the Agent, for
      the ratable benefit of the Lenders, a one-time commitment fee of
      $15,000.  Such fee will be fully earned when paid and
      non-refundable.

            


    

     

    
      	
               
      

            	
              3.2

            	
              The
      Borrower will pay, or reimburse the Agent and the Lenders for, all
      expenses and reasonable attorneys' fees (not to exceed $900) incurred by
      the Agent or any Lender in connection with the preparation, execution and
      delivery of this Amendment and the related
  documents.

            


    

     

    
      	
               
      

            	
              3.3

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

            


    

     

    
      	
               
      

            	
              3.4

            	
              No
      Default or Event of Default exists on the date
  hereof.

            


    

     

    
      	
               
      

            	
              3.5

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

            


    

     

    
      	
              4.

            	
              Claims;
      Release of Claims.  The
      Borrower represents and warrants to the Lenders and the Agent that the
      Borrower does not have any claims, counterclaims, setoffs, actions or
      causes of action, damages or liabilities of any kind or nature whatsoever
      whether at law or in equity, in contract or in tort, whether now accrued
      or hereafter maturing (collectively, "Claims") against the Agent, any
      Lender, their respective direct or indirect parent corporations or any
      direct or indirect affiliates of such parent corporations, or any of the
      foregoing's respective directors, officers, employees, agents, attorneys
      and legal representatives, or the heirs, administrators, successors or
      assigns of any of them (collectively, "Lender Parties") that directly or
      indirectly arise out of, are based upon, or are in any manner connected
      with, any Prior Related Event.  As an inducement to the Lenders
      and the Agent to enter into this Amendment, the Borrower on behalf of
      itself and its successors and assigns hereby knowingly and voluntarily
      releases and discharges all Lender 

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Parties
      from any and all Claims, whether known or unknown, that directly or
      indirectly arise out of, are based upon, or are in any manner connected
      with, any Prior Related Event.  As used herein, the term "Prior
      Related Event" means any transaction, event, circumstance, action, failure
      to act, or occurrence of any sort or type which occurred, existed, was
      taken, was permitted or begun at any time prior to the date hereof or
      occurred, existed, was taken, was permitted or begun in accordance with,
      pursuant to, or by virtue of, any of the terms of the Credit Agreement or
      any Loan Document or which was related to or connected in any manner,
      directly or indirectly, to the credit facilities described in the Credit
      Agreement.

            


    

     

    
      	
              5.

            	
              Conditions.  The Agent's
      and each Lender's consent to this Amendment are subject to the fulfillment
      of the following conditions:

            


    

     

    
      	
               
      

            	
              5.1

            	
              The
      Borrower shall have executed and delivered to the Agent an original of
      this Amendment.

            


    

     

    
      	
               
      

            	
              5.2

            	
              The
      Borrower shall have executed and delivered to the Agent an original of
      each Amended and Restated 364 Day
Note.

            


    

     

    
      	
               
      

            	
              5.3

            	
              The
      representations and warranties in Section 3 above
      shall be true.

            


    

     

    
      	
              6.

            	
              General.

            


    

     

    
      	
               
      

            	
              6.1

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

            


    

     

    
      	
               
      

            	
              6.2

            	
              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 any Lender or Agent under or with respect to the Credit
      Agreement or any other Loan
Document.

            


    

     

    
      	
               
      

            	
              6.3

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

            


    

     

    
      	
               
      

            	
              6.4

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

            


    

     

    
      	
               
      

            	
              6.5

            	
              This
      Amendment may be executed in one or more counterparts, each of which will
      be deemed an original and all of which together will constitute one and
      the same instrument.

            


    

     

    
      	
               
      

            	
              6.6

            	
              This
      Amendment will in all respects be governed and construed in accordance
      with the laws of the State of Ohio, without regard to conflict of laws
      principles.

            


    

     

    


    


    


    [signature
page follows]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
to Credit Agreement as of the Effective Date.

     

    
      
        
          
            
              
                	 	
                        BORROWER:

                         

                        LSI INDUSTRIES
      INC.

                      	 
	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

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


              

            

          

        

      

    

     

    
      	 	
              AGENT:

               

              PNC BANK, NATIONAL
      ASSOCIATION,

              in its capacity as Administrative Agent
      and

              Syndication
Agent

            	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/Gregory
      S. Buchanan	 
	 	 	Name: 
      Gregory S. Buchanan	 
	 	 	Title: 
      Vice President	 
	 	 	           	 



      	 	
              LENDERS:

               

              PNC BANK, NATIONAL
      ASSOCIATION,

              in its capacity as a
      Lender

            	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/Gregory
      S. Buchanan	 
	 	 	Name: 
      Gregory S. Buchanan	 
	 	 	Title: 
      Vice President	 
	 	 	           	 


    

    


    
      	 	
              FIFTH THIRD
      BANK, 

              in its capacity as a
      Lender

            	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/Christopher
      R. Ramos	 
	 	 	Name: 
      Christopher R. Ramos	 
	 	 	Title: 
      Vice President