ex101031408.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 (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:

       

      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       Section
1.1of 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 18, 2009 as to the 364 Day
Notes.

       

      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.         Genral.

       

      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.

       

      Executed as of March 14,
2008.

       

      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