Contract
EXHIBIT 10.2
FOR VALUE RECEIVED, LSI Industries Inc. ("Borrower") promises to pay to the order of PNC Bank, National Association ("Lender") on or before the Revolving Credit Termination Date (as defined in the Credit Agreement referred to below), in lawful money of the United States of America and in immediately available funds, the principal amount of SIX MILLION DOLLARS ($6,000,000), or, if less, the aggregate unpaid principal amount of all Loans by Lender under the 364-Day Facility. Xxxxxxxx further agrees to pay interest in like money from time to time on the unpaid principal amount hereof from the date of each advance or converted advance hereunder until paid in full at the interest rates as set forth in the Credit Agreement.
AMENDED
AND RESTATED
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$6,000,000
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Cincinnati,
Ohio
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March
18, 2009
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FOR VALUE RECEIVED, LSI Industries Inc. ("Borrower") promises to pay to the order of PNC Bank, National Association ("Lender") on or before the Revolving Credit Termination Date (as defined in the Credit Agreement referred to below), in lawful money of the United States of America and in immediately available funds, the principal amount of SIX MILLION DOLLARS ($6,000,000), or, if less, the aggregate unpaid principal amount of all Loans by Lender under the 364-Day Facility. Xxxxxxxx further agrees to pay interest in like money from time to time on the unpaid principal amount hereof from the date of each advance or converted advance hereunder until paid in full at the interest rates as set forth in the Credit Agreement.
This Note
amends, completely restates, and replaces the 364 Day Note dated March 30, 2001
(the "Prior Note") in the principal amount of $12,000,000 made by Borrower in
favor of Xxxxxx. This Note shall not be construed as an
extinguishment of the Prior Note, and its issuance shall not affect the priority
of any security interest or other lien granted in connection with the Prior
Note.
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1.
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Credit
Agreement. This Note
is one of the 364-Day Notes referred to in the Credit Agreement dated as
of March 30, 2001 by and among Borrower, Lender, the other Lenders from
time to time parties thereto, and PNC Bank, National Association, as
Administrative Agent and Syndication Agent (as the same may from time to
time be amended, modified or supplemented, the "Credit Agreement"; terms
defined therein being used herein as so defined), and is entitled to the
benefits thereof and subject to the provisions thereof and is subject to
voluntary and mandatory prepayment in whole or in part as provided
therein.
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2.
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Waivers. Borrower
waives presentment, demand, protest, and notice of demand, protest, and
dishonor. Borrower also waives all defenses based on suretyship
or impairment of collateral.
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3.
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Successors
and Assigns. This Note
will bind Borrower and its successors and assigns and the benefits hereof
will inure to the benefit of Lender and its successors and
assigns. All references herein to "Borrower", "Lender", and
"Agent" will be deemed to apply to Xxxxxxxx, Xxxxxx and Agent and their
respective successors and assigns as permitted by the Credit
Agreement.
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4.
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Usury. If from any
circumstances whatsoever the fulfillment of any provision of this Note
involves transcending the limit of validity prescribed by any applicable
usury statute or any other applicable law, with regard to obligations of
like character and amount, then the obligation to be fulfilled will be
reduced to the limit of such validity as provided in such statute or law,
so that in no event will any exaction of interest be possible under this
Note in excess of the limit of such validity. In no event will
Borrower be bound to pay
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interest
of more than the legal limit and the right to demand any such excess is
hereby expressly waived by Xxxxxx.
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5.
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Time. Time
is of the essence in the performance of this
Note.
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6.
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Governing
Law. This Note will be
interpreted and the rights and liabilities of the parties hereto
determined in accordance with the laws of the State of Ohio without regard
to conflict of laws
principles.
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7.
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Jurisdiction. Borrower hereby
agrees to the exclusive jurisdiction of any state or federal court located
within Xxxxxxxx County, Ohio and consents that all service of process be
made by certified mail directed to Borrower at its address set forth in
the Credit Agreement for notices and service so made will be deemed to be
completed five (5) Business Days after the same has been deposited in U.S.
mails, postage prepaid; provided that nothing contained herein will
prevent Agent or Lender from bringing any action or exercising any rights
against any security or against Borrower individually, or against any
property of Borrower, within any other state or
nation. Borrower waives any objection based on forum
non conveniens
and any objection to venue of any action instituted
hereunder.
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8.
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Waiver
of Jury Trial. Xxxxxxxx, Xxxxxx
and Agent each waive any right to trial by jury in any action or
proceeding relating to this Note, the Credit Agreement or any transaction
contemplated in any of such
agreements.
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By:
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/s/Xxxxxx X. Xxxxxxx | |
| Name: Xxxxxx X. Xxxxxxx | |||
| Title: Vice President, Chief Financial Officer and | |||
| Treasurer | |||
AMENDED
AND RESTATED
|
$4,000,000
|
Cincinnati,
Ohio
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|
March
18, 2009
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FOR VALUE
RECEIVED, LSI Industries
Inc. ("Borrower") promises to pay to the
order of Fifth Third
Bank ("Lender") on or before the Revolving Credit Termination Date (as
defined in the Credit Agreement referred to below), in lawful money of the
United States of America and in immediately available funds, the principal
amount of FOUR MILLION DOLLARS ($4,000,000), or, if less, the aggregate unpaid
principal amount of all Loans by Lender under the 364-Day
Facility. Xxxxxxxx further agrees to pay interest in like money from
time to time on the unpaid principal amount hereof from the date of each advance
or converted advance hereunder until paid in full at the interest rates as set
forth in the Credit Agreement.
This Note
amends, completely restates, and replaces the 364 Day Note dated March 30, 2001
(the "Prior Note") in the principal amount of $8,000,000 made by Borrower in
favor of Xxxxxx. This Note shall not be construed as an
extinguishment of the Prior Note, and its issuance shall not affect the priority
of any security interest or other lien granted in connection with the Prior
Note.
|
1.
|
Credit
Agreement. This Note
is one of the 364-Day Notes referred to in the Credit Agreement dated as
of March 30, 2001 by and among Borrower, Lender, the other Lenders from
time to time parties thereto, and PNC Bank, National Association, as
Administrative Agent and Syndication Agent (as the same may from time to
time be amended, modified or supplemented, the "Credit Agreement"; terms
defined therein being used herein as so defined), and is entitled to the
benefits thereof and subject to the provisions thereof and is subject to
voluntary and mandatory prepayment in whole or in part as provided
therein.
|
|
2.
|
Waivers. Borrower
waives presentment, demand, protest, and notice of demand, protest, and
dishonor. Borrower also waives all defenses based on suretyship
or impairment of collateral.
|
|
3.
|
Successors
and Assigns. This Note
will bind Borrower and its successors and assigns and the benefits hereof
will inure to the benefit of Lender and its successors and
assigns. All references herein to "Borrower", "Lender", and
"Agent" will be deemed to apply to Xxxxxxxx, Xxxxxx and Agent and their
respective successors and assigns as permitted by the Credit
Agreement.
|
|
4.
|
Usury. If from any
circumstances whatsoever the fulfillment of any provision of this Note
involves transcending the limit of validity prescribed by any applicable
usury statute or any other applicable law, with regard to obligations of
like character and amount, then the obligation to be fulfilled will be
reduced to the limit of such validity as provided in such statute or law,
so that in no event will any exaction of interest be possible under this
Note in excess of the limit of such validity. In no event will
Borrower be bound to pay
|
|
|
interest
of more than the legal limit and the right to demand any such excess is
hereby expressly waived by Xxxxxx.
|
|
5.
|
Time. Time
is of the essence in the performance of this
Note.
|
|
6.
|
Governing
Law. This Note will be
interpreted and the rights and liabilities of the parties hereto
determined in accordance with the laws of the State of Ohio without regard
to conflict of laws
principles.
|
|
7.
|
Jurisdiction. Borrower hereby
agrees to the exclusive jurisdiction of any state or federal court located
within Xxxxxxxx County, Ohio and consents that all service of process be
made by certified mail directed to Borrower at its address set forth in
the Credit Agreement for notices and service so made will be deemed to be
completed five (5) Business Days after the same has been deposited in U.S.
mails, postage prepaid; provided that nothing contained herein will
prevent Agent or Lender from bringing any action or exercising any rights
against any security or against Borrower individually, or against any
property of Borrower, within any other state or
nation. Borrower waives any objection based on forum
non conveniens
and any objection to venue of any action instituted
hereunder.
|
|
8.
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Waiver
of Jury Trial. Xxxxxxxx, Xxxxxx
and Agent each waive any right to trial by jury in any action or
proceeding relating to this Note, the Credit Agreement or any transaction
contemplated in any of such agreements.
|
|
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By:
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/s/Xxxxxx X. Xxxxxxx | |
| Name: Xxxxxx X. Xxxxxxx | |||
| Title: Vice President, Chief Financial Officer and | |||
| Treasurer | |||
