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:
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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.
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The Borrower,
the Agent and the Lenders desire to amend the Credit Agreement
pursuant to this Amendment to Credit Agreement (the
"Amendment").
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The following
sentence is hereby added to the end of the definition of Applicable
Unused Fee in Section 1.1 of the Credit Agreement:
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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.
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Section 1.1 of
the Credit Agreement is amended to change the definition of 364-Day
Facility to provide as follows:
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364-Day
Facility : shall mean the $10,000,000 credit facility
extended pursuant to the 364-Day Commitment.
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Section 1.1 of
the Credit Agreement is amended to change the definition of 364-Day
Note to provide as follows:
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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.
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Section 1.1 of
the Credit Agreement is amended to change the definition of
Revolving Credit Termination Date to provide as follows:
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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.
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Representations, Warranties and
Covenants . To induce the Lenders and the Agent
to enter into this Amendment, the Borrower represents, warrants and
covenants as follows:
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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.
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The Borrower
will pay, or reimburse the Agent and the Lenders for, al
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