FIFTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2

FIFTH AMENDMENT TO

CREDIT AGREEMENT

This FIFTH AMENDMENT TO CREDIT AGREEMENT (“ Amendment ”) is entered into as of August 6, 2008, among Planar Systems, Inc., an Oregon corporation (the “ Borrower ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and BANK OF AMERICA, N.A. , as Agent.

RECITALS

A. Borrower, Agent and Lender are parties to that certain Credit Agreement entered into as of December 16, 2003, as amended by a First Amendment to Credit Agreement entered into as of December 21, 2004, a Second Amendment to Credit Agreement entered into as of October 21, 2005, a Third Amendment to Credit Agreement dated as of May 23, 2007, and a Waiver and Fourth Amendment to Credit Agreement entered into as of December 10, 2007 (the “ Credit Agreement ”). Bank of America, N.A. is the sole Lender as of the date of this Amendment.

B. Borrower has requested that Agent and Lender agree to amend the Credit Agreement as set forth herein. Borrower, Agent and Lender have agreed to do so.

NOW THEREFORE, the parties agree as follows:

AGREEMENT

1. Recitals . The Recitals are true.

2. Definitions . Capitalized terms used herein and not otherwise defined shall have the meanings given in the Credit Agreement.

3. Amendment to the Definition of “Applicable Rate” in Section 1.01 of the Credit Agreement . The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is amended in its entirety to read:

“ Applicable Rate ” means from time to time the following percentages per annum, based upon the Fixed Charge Coverage Ratio as set forth in the most recent Compliance Certificate received by Agent pursuant to Section 6.02(a) :

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Any increase or decrease in the Applicable Rate resulting from a change in the Fixed Charge Coverage Ratio shall become effective commencing on the first Business Day of the month following the date a Compliance Certificate is delivered pursuant to Section 6.02(a) ; provided , however , that if no Compliance Certificate is delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day of the month following the date such Compliance Certificate was required to have been delivered and shall continue in effect until the first Business Day of the month following the date such Compliance Certificate is in fact delivered. Pricing Level 1 shall apply through the 1st Business Day of the month following the date a Compliance Certificate is delivered after September 26, 2008.

4. Amendment to the Definition of “Fixed Charge Coverage Ratio” in Section 1.01 of the Credit Agreement . The definition of “Fixed Charge Coverage Ratio” in Section 1.01 of the Credit Agreement is amended in its entirety to read:

“ Fixed Charge Coverage Ratio ” means, as of any date of determination, the ratio of (a) EBITDA for the period of one prior fiscal quarter most recently ended, minus taxes paid in cash during such period, to (b) the sum of (i) interest charges actually paid in cash during such period plus (ii) principal payments scheduled to have been paid during such period on Funded Debt (not including payments required by Section 2.05(b)), plus (iii) cash payments required to be made during such period on any Swap Contract, reduced by cash receipts during such period from any Swap Contract, plus (iv) cash expenditures for fixed assets net of disposition of fixed assets.

5. Amendment to the Definition of “Maturity Date” in Section 1.01 of the Credit Agreement. The definition of Maturity Date in Section 1.01 of the Credit Agreement is amended in its entirety to read:

“ Maturity Date ” means December 1, 2009.

6. Amendment to Section 1.01 of the Credit Agreement to Add Definitions. Section 1.01 of the Credit Agreement is amended to add the following definitions in proper alphabetical order:

“ Intangible Assets ” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

“ Shareholders’ Equity ” means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries as of that date determined in accordance with GAAP.

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“ Tangible Net Worth ” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that date.

7. Amendment to Section 6.12(a) of the Credit Agreement . Section 6.12(a) of the Credit Agreement is amended in its entirety to read:

(a) Tangible Net Worth . Maintain Tangible Net Worth as of the end of each fiscal quarter beginning with the fiscal quarter ending in September 2008 equal to