AMENDMENT TO LOAN DOCUMENTS AND WAIVER

Exhibit 10(d)

RBC BANK (USA)

AMENDMENT TO LOAN DOCUMENTS AND WAIVER

     This Amendment to Loan Documents and Waiver (this “Amendment”) is made and entered into as of May 27, 2009 by and between VIDEO DISPLAY CORPORATION , a Georgia corporation (“Parent”), LEXEL IMAGING SYSTEMS, INC. (“Lexel”), FOX INTERNATIONAL, LTD., INC. (“Fox”), Z-AXIS, INC. (“Z-Axis”), TELTRON TECHNOLOGIES, INC. (“Teltron”) and AYDIN DISPLAYS, INC. (“Aydin” and together with Lexel, Fox, Z-Axis and Teltron, collectively, the “Subsidiaries”; and the Subsidiaries, together with Parent, collectively, the “Borrower”) and RBC BANK (USA) (the “Bank”);

W I T N E S S E T H:

      WHEREAS , the Borrower and the Bank have made and entered into that certain Loan and Security Agreement, dated as of September 26, 2008, as amended (the “Loan Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement);

      WHEREAS , pursuant to the Loan Agreement, the Bank has extended to the Borrower (a) a primary revolving loan facility in the original principal amount of up to $17,000,000 (the “Primary Revolving Loan”), which Primary Revolving Loan is evidenced by a promissory note, dated as of September 26, 2008, from Borrower to the order of the Bank in the principal amount of $17,000,000 (the “Primary Revolving Note”), (b) a secondary revolving loan facility in the original principal amount of up to $3,500,000 (the “Secondary Revolving Loan”), which Secondary Revolving Loan is evidenced by a promissory note, dated as of September 26, 2008, from Borrower to the order of the Bank in the principal amount of $3,500,000 (the “Secondary Revolving Note”), and (c) a term loan in the original principal amount of up to $1,700,000 (the “Term Loan”), which Term Loan is evidenced by a promissory note, dated as of September 26, 2008, from Borrower to the order of the Bank in the principal amount of $1,700,000 (the “Term Note”);

      WHEREAS , Defaults and Events of Default have occurred and are continuing under certain provisions of the Loan Agreement and has asked the Bank to waive the same;

      WHEREAS, the Borrower and Bank desires to amend certain provisions of the Loan Documents in connection therewith, and the Bank is willing to agree to the same on the terms and conditions set forth herein;

      NOW THEREFORE , for and in consideration of the foregoing and for ten dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1.
Amendments to Loan Documents

      Section 1.1 Amendment to Primary Revolving Note . The Section 1.1 of the Primary Revolving Note is hereby amended in its entirety to read as follows:

1.1 Pre-Default Rate . Subject to the provisions of Section 1.2 below, interest payable on this Note per annum will accrue at the greater of (i) the LIBOR Base Rate plus the Applicable Margin and (ii) four percent (4%).

The “LIBOR Base Rate” is the London Interbank Offer Rate for United States Dollars for a term of one month which appears on Telerate Page 3750, Bloomberg Professional Screen BBAM (or any generally recognized successor method or means of publication) as of 11:00 a.m., London time, two (2) London business days prior to the day on which the rate will become effective. The rate for the first month or part thereof will initially become effective on the date of the Note as shown on the face hereof. Thereafter, the rate will change and a new rate will become effective on the first calendar day of each succeeding month. If for any reason the London Interbank Offer Rate is not available, then the “LIBOR Base Rate” shall mean the rate per annum which banks charge each other in a market comparable to England’s Eurodollar market on short-term money in U.S. Dollars for an amount substantially equivalent to the principal amount due under this Note as determined at 11:00 A.M., London time, two (2) London business days prior to the day on which the rate will become effective, as determined in the Bank’s sole discretion. Bank’s determination of such interest rate shall be conclusive, absent manifest error.

The “Applicable Margin” is the percent per annum set forth below, based on the ratio of Borrower’s Fixed Charge Coverage Ratio, as defined in the herein defined Loan Agreement, as set forth in the most recent compliance certificate received by Lender. Based upon the ratio, the “Applicable Margin” over Bank’s LIBOR Base Rate will be determined as follows:

The Applicable Margin will be determined from Borrower’s most recent quarterly compliance certificate received by Bank, as required in the Loan

Agreement. The ratio will be measured as of August 31 ^st , November 30 ^th , February 28 ^th , and May 31 ^st of each year (each a “Measurement Date”); adjustments in the Applicable Margin will occur as of the first day of the month immediately following Bank’s receipt of Borrower’s quarterly Compliance Certificate required under Section 5.6(c) of the Loan Agreement (i.e., November 1 ^st , February 1 ^st , May 1 ^st and August 1 ^st ) for the immediately preceding Measurement Date (each an “Adjustment Date”). The Applicable Margin will be in effect from the then applicable Adjustment Date until the next Adjustment Date. Until Lender receives the first Compliance Certificate and related financial statements due on July 15, 2009 for the May 31, 2009 Measurement Date, the Applicable Margin will be 2.10%. The First Adjustment Date will occur on the first day of the month immediately following Bank’s receipt of the Compliance Certificate due on July 15, 2009 and be based on the May 31, 2009 Measurement Date financial statements, and shall apply until the next Adjustment Date. Thereafter if any quarterly Compliance Certificate (and applicable financial statement) is not delivered on time, the Applicable Margin from the date such certificate (and applicable financial statement) was due until Bank receives it will be the highest level set forth above, or at Bank’s option, the Default Rate.

      Section 1.2 Amendment to Secondary Revolving Note . Section 1.1 of the Secondary Revolving Note is hereby amended in its entirety to read as follows:

1.1 Pre-Default Rate . Subject to the provisions of Section 1.2 below, interest payable on this Note per annum will accrue at the greater of (i) the LIBOR Base Rate plus the Applicable Margin and (ii) four percent (4%).

The “LIBOR Base Rate” is the London Interbank Offer Rate for United States Dollars for a term of one month which appears on Telerate Page 3750, Bloomberg Professional Screen BBAM (or any generally recognized successor method or means of publication) as of 11:00 a.m., London time, two (2) London business days prior to the day on which the rate will become effective. The rate for the first month or part thereof will initially become effective on the date of the Note as shown on the face hereof. Thereafter, the rate will change and a new rate will become effective on the first calendar day of each succeeding month. If for any reason the London Interbank Offer Rate is not available, then the “LIBOR Base Rate” shall mean the rate per annum which banks charge each other in a market comparable to England’s Eurodollar market on short-term money in U.S. Dollars for an amount substantially equivalent to the principal amount due under this Note as determined at 11:00 A.M., London time, two (2) London business days prior to the day on which the rate will become effective, as determined in the Bank’s sole discretion. Bank’s determination of such interest rate shall be conclusive, absent manifest error.

The “Applicable Margin” is the percent per annum set forth below, based on the ratio of Borrower’s Fixed Charge Coverage Ratio, as defined in the herein defined Loan Agreement, as set forth in the most recent compliance certificate received by Lender. Based upon the ratio, the “Applicable Margin” over Bank’s LIBOR Base Rate will be determined as follows:

The Applicable Margin will be determined from Borrower’s most recent quarterly compliance certificate received by Bank, as required in the Loan Agreement. The ratio will be measured as of August 31 ^st , November 30 ^th , February 28 ^th , and May 31 ^st of each year (each a “Measurement Date”); adjustments in the Applicable Margin will occur as of the first day of the month immediately following Bank’s receipt of Borrower’s quarterly Compliance Certificate required under Section 5.6(c) of the Loan Agreement (i.e., November 1 ^st , February 1 ^st , May 1 ^st and August 1 ^st ) for the immediately preceding Measurement Date (each an “Adjustment Date”). The Applicable Margin will be in effect from the then applicable Adjustment Date until the next Adjustment Date. Until Lender receives the first Compliance Certificate and related financial statements due on July 15, 2009 for the May 31, 2009 Measurement Date, the Applicable Margin will be 2.10%. The First Adjustment Date will occur on the first day of the month immediately following Bank’s receipt of the Compliance Certificate due on July 15, 2009 and be based on the May 31, 2009 Measurement Date financial statements, and shall apply until the next Adjustment Date. Thereafter if any quarterly Compliance Certificate (and applicable financial statement) is not delivered on time, the Applicable Margin from the date such certificate (and applicable financial statement) was due until Bank receives it will be the highest level set forth above, or at Bank’s option, the Default Rate.

      Section 1.3 Amendment to Term Note . Section 1.1 of the Term Note is hereby amended in its entirety to read as follows:

1.1 Pre-Default Rate . Subject to the provisions of Section 1.2 below, interest payable on this Note per annum will accrue at the greater of (i) the LIBOR Base Rate plus the Applicable Margin and (ii) four percent (4%).

The “LIBOR Base Rate” is the London Interbank Offer Rate for United States Dollars for a term of one month which appears on Telerate Page 3750, Bloomberg Professional Screen BBAM (or any generally recognized successor method or means of publication) as of 11:00 a.m., London time, two (2)

London business days prior to the day on which the rate will become effective. The rate for the first month or part thereof will initially become effective on the date of the Note as shown on the face hereof. Thereafter, the rate will change and a new rate will become effective on the first calendar day of each succeeding month. If for any reason the London Interbank Offer Rate is not available, then the “LIBOR Base Rate” shall mean the rate per annum which banks charge each other in a market comparable to England’s Eurodollar market on short-term money in U.S. Dollars for an amount substantially equivalent to the principal amount due under this Note as determined at 11:00 A.M., London time, two (2) London business days prior to the day on which the rate will become effective, as determined in the Bank’s sole discretion. Bank’s determination of such interest rate shall be conclusive, absent manifest error.

The “Applicable Margin” is the percent per annum set forth below, based on the ratio of Borrower’s Fixed Charge Coverage Ratio, as defined in the herein defined Loan Agreement, as set forth in the most recent compliance certificate received by Lender. Based upon the ratio, the “Applicable Margin” over Bank’s LIBOR Base Rate will be determined as follows:

The Applicable Margin will be determined from Borrower’s most recent quarterly compliance certificate received by Bank, as required in the Loan Agreement. The ratio will be measured as of August 31 ^st , November 30 ^th , February 28 ^th , and May 31 ^st of each year (each a “Measurement Date”); adjustments in the Applicable Margin will occur as of the first day of the month immediately following Bank’s receipt of Borrower’s quarterly Compliance Certificate required under Section 5.6(c) of the Loan Agreement (i.e., November 1 ^st , February 1 ^st , May 1 ^st and August 1 ^st ) for the immediately preceding Measurement Date (each an “Adjustment Date”). The Applicable Margin will be in effect from the then applicable Adjustment Date until the next Ad