AMENDMENT TO CREDIT AGREEMENT
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 effective as of January 12, 2007 (“Effective
Date”):
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1.
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Recitals.
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1.1
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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.
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1.2
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Borrower,
Agent and Lenders desire to amend the Credit Agreement pursuant to
this
Amendment to Credit Agreement (the
"Amendment").
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2.
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Amendments.
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2.1
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Effective
as of the Effective Date, Section 5.1 of the Credit Agreement is
amended
to provide as follows:
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Indebtedness
The
Borrower shall not and shall not permit its Subsidiaries to create, incur,
assume or permit to exist or remain outstanding any Indebtedness, except
for:
(i)
Any
Indebtedness owed by the Borrower to the Lenders;
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(ii)
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Consolidated
Indebtedness of the Borrower and its Subsidiaries existing on the
Closing
Date to remain outstanding and unpaid after the Closing Date and
listed on
Schedule
5.1
and any extensions, renewals or refinancings thereof, in outstanding
principal amounts not greater than those shown on Schedule
5.1;
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(iii)
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Rental
and lease payments for real or personal property whose aggregate
annual
rental payments would exceed $5,000,000 in the aggregate for Borrower
and
Guarantors combined when added to their combined rental or lease
agreements existing on the date
hereof;
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(iv)
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Indebtedness
secured by Permitted Liens;
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(v)
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Indebtedness
assumed by Borrower in connection with merger and acquisition activities
permitted hereunder that
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2
do not exceed $15,000,000 in the aggregate outstanding at any one time or that
are satisfied by Borrower at the time of the closing of the related merger
or
acquisition; and
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(vi)
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Indebtedness
of LSI Saco Technologies to one or more lenders in an amount not
in excess
of $7,000,000 which indebtedness may be secured by a guaranty of
Borrower
and, notwithstanding Section 5.2 of this Agreement, may provide for
a
negative pledge on the assets of LSI Saco
Technologies.
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3.
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Representations
and Warranties.
To
induce Lenders and Agent to enter into this Amendment, Borrower represents
and warrants as follows:
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3.1
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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.
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3.2
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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.
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3.3
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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.
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4.
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General.
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4.1
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Except
as expressly modified herein, the Credit Agreement, as amended, is
and
remains in full force and effect.
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4.2
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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.
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4.3
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This
Amendment will be binding upon and inure to the benefit of Borrower,
Agent
and Lenders and their respective successors and
assigns.
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4.4
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All
representations, warranties and covenants made by Borrower herein
will
survive the execution and delivery of this
Amendment.
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4.5
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This
Amendment will in all respects be governed and construed in accordance
with the laws of the State of Ohio.
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3
Executed
as of the Effective Date.
By:
/s/
Xxxxxx X. Xxxxxxx
Name:
Xxxxxx X. Xxxxxxx
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/
Xxxxxxx X. Xxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxx
Title:
Vice President
PNC
BANK, NATIONAL ASSOCIATION,
in
its
capacity as a Lender
By:
/s/
Xxxxxxx X. Xxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxx
Title:
Vice President
THE
FIFTH THIRD BANK,
in its
capacity as a Lender
By: /s/
Xxxxxxxxxxx X. Xxxxx
Name:
Xxxxxxxxxxx X. Xxxxx
Title:
Vice President
