RENEWAL REVOLVING NOTE
| $35,000,000.00 |
Brookings,
South Dakota
|
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|
November
12, 2009
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FOR VALUE RECEIVED, Daktronics,
Inc., a South Dakota corporation ("Borrower"), promises to pay to U.S.
Bank National Association, a national banking association ("Lender",
which term shall include any future holder hereof), at 000 Xxxxx Xxxx Xxxxxx,
Xxxx Xxxxxx Xxx 0000, Xxxxx Xxxxx, Xxxxx Xxxxxx 00000-0000 or at such other
place as Lender may from time to time designate in writing, the principal sum of
Thirty-five Million and No/100 Dollars ($35,000,000.00) or so much thereof as
may be advanced hereunder and to pay interest on the outstanding principal
balance hereof from time to time at a daily fluctuating rate tied to the
One-Month Reserve Adjusted Reuters London Inter-Bank Offering Rate ("LIBOR"),
with the rate tiers determined on the last day of each fiscal quarter of
Borrower's accounting year, and based upon the following rate
tiers:
|
1.
|
Total
IBD / EBITDA ratio < 0.50x
|
LIBOR
+ 125 basis points
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2.
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Total
IBD / EBITDA ratio = or > 0.50x and <
1.25x
|
LIBOR
+ 150 basis points
|
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3.
|
Total
IBD / EBITDA ratio = or > 1.25x
|
LIBOR
+ 175 basis points
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Lender
will tell Borrower the current LIBOR rate interest rate and rate tier upon
Borrower's request. The initial rate tier shall be #1
above. The rate tier shall not be adjusted more often than
quarterly. Interest shall be computed on the basis of actual days
elapsed and a year of 360 days.
Interest is payable
beginning December 1, 2009, and on the same date of each consecutive month
thereafter, plus a final interest payment with the final payment of
principal. Principal is payable on November 15, 2010, the
"Revolving Loan Maturity Date".
This Note may be prepaid
in full or in part at any time without indemnity. Prepayments of less
than all the outstanding principal amount of this Note shall be applied upon
principal payments in the inverse order of their maturities.
Failure to exercise any
option provided herein shall not constitute a waiver of the right to exercise
the same in the event of any subsequent default. Xxxxxxxx agrees that
if, and as often as, this Note is given to an attorney for collection or to
defend or enforce any of Xxxxxx's rights hereunder, Borrower will pay to the
Lender its reasonable attorneys' fees, together with all court costs and other
expenses paid by Xxxxxx.
Borrower waives
presentment, protest and demand, notice of protest, demand and of dishonor and
nonpayment of this Note and any lack of diligence or delays in collection or
enforcement of this Note. Xxxxxxxx agrees that this Note, or any
payment hereunder, may be extended from time to time, and Xxxxxxxx consents to
the release of any party liable for the obligation evidenced by this Note, the
release of any of the security for this Note, the acceptance of any other
security therefor, or any other indulgence or forbearance whatsoever, all
without notice to any party and without affecting the liability of
Borrower.
THIS NOTE SHALL BE
CONSTRUED UNDER AND GOVERNED BY THE LAWS OF THE STATE OF SOUTH DAKOTA, WITHOUT
GIVING EFFECT TO CONFLICT OF LAWS OR PRINCIPLES THEREOF, BUT GIVING EFFECT TO
FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL
BANKS. WHENEVER POSSIBLE, EACH PROVISION OF THIS NOTE AND ANY OTHER
STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR RELATING HERETO,
SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER SUCH
APPLICABLE LAW, BUT, IF ANY PROVISION OF THIS NOTE OR ANY OTHER STATEMENT,
INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR RELATING HERETO SHALL BE HELD
TO BE PROHIBITED OR INVALID UNDER SUCH APPLICABLE LAW, SUCH PROVISION SHALL BE
INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT
INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS
NOTE OR ANY OTHER STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR
RELATING HERETO.
AT THE OPTION OF LENDER,
THIS NOTE MAY BE ENFORCED IN ANY FEDERAL COURT OR SOUTH DAKOTA CIRCUIT COURT
SITTING IN SIOUX FALLS OR BROOKINGS, SOUTH DAKOTA; AND BORROWER CONSENTS TO THE
JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN
SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT BORROWER COMMENCES ANY
ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY
ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE,
LENDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF
THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE
ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.
Borrower irrevocably
waives any and all right to trial by jury in any legal proceeding arising out of
or relating to this Note or any of the Loan Documents (as defined in the Loan
Agreement) or the transactions contemplated hereby or
thereby.
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DAKTRONICS,
INC.
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By
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/s/
Xxxxx X. Xxxxxx
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Xxxxx
X. Xxxxxx, Its Chief Executive Officer
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By
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/s/
Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx
X. Xxxxxxxxx, Its Chief Financial
Officer
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STATE
OF SOUTH DAKOTA
|
)
|
|
:
SS
|
|
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COUNTY
OF BROOKINGS
|
)
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On this the 12th day of
November, 2009, before me personally appeared Xxxxx X. Xxxxxx, known to me to be
the Chief Executive Officer, and Xxxxxxx X. Xxxxxxxxx, known to me to be the
Chief Financial Officer, of Daktronics, Inc., the corporation that is described
in and that executed the within instrument and acknowledged to me that such
corporation executed the same.
IN WITNESS WHEREOF, I
hereunto set my hand and official seal.
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/s/
Xxxxxxx X. Xxxxx
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|
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Notary
Public – South Dakota
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My
Commission Expires: 31 March 2011
(seal)
