EIGHTH AMENDMENT TO LOAN AGREEMENT

EIGHTH AMENDMENT TO LOAN AGREEMENT

This Eighth Amendment to Loan Agreement is made and entered into effective the 12th day of November,

2009, by and between U.S. Bank National Association, a national banking association, with an address of 000 Xxxxx

Xxxx Xxxxxx, Post Xxxxxx Xxx 0000, Xxxxx Xxxxx, Xxxxx Xxxxxx 00000-0000 (“Lender”) and Daktronics, Inc., a South

Dakota corporation, with an address of 000 - 00xx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxx 00000 (“Borrower”).

RECITALS:

A.           Lender and Borrower entered into a Loan Agreement dated October 14, 1998, and Borrower executed and delivered to Lender a Revolving Note dated October 14, 1998, in the original principal sum of $15,000,000.00.

B.           The Loan Agreement and Revolving Note were amended by an Amendment to Loan Agreement and a Modification of Promissory Note, each dated November 30, 1999, an Amendment to Loan Agreement and a Modification of Promissory Note, each dated December 8, 2000, a Third Amendment to Loan Agreement and Revolving Note dated June 20, 2002, a Fourth Amendment to Loan Agreement and Revolving Note dated December 2, 2003, a Fifth Amendment to Loan Agreement and Revolving Note dated October 1, 2005, and a Sixth Amendment to Loan Agreement and a Renewal Revolving Note, each dated January 23, 2007.

C.           Pursuant to the Sixth Amendment to Loan Agreement and the Renewal Revolving Note dated January 23, 2007, the loan amount was increased to $45,000,000.00 (the "Revolving Loan").  The Loan Agreement and Renewal Revolving Note were amended by a Seventh Amendment to Loan Agreement and an Amendment to Renewal Revolving Note, each dated April 28, 2008.

D.           Lender and Borrower mutually wish to renew and amend the Revolving Note (pursuant to a Renewal Revolving Note dated even date herewith), decrease the principal amount of the Revolving Loan and extend the maturity date thereof, and to correspondingly amend the Loan Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower and Lender covenant and agree as follows:

1.           The following definitions in Section 1.1 of the Loan Agreement are amended and restated as follows:

“Revolving Loan Maturity Date”:  November 15, 2010.

“Revolving Note”:  The Renewal Revolving Note dated November 4, 2009, along with any amendments, renewals, or extensions thereof.

2.            Section 2.1 of the Loan Agreement is amended and restated as follows:

Section 2.1                      Revolving Loan.  Upon the terms and subject to the conditions hereof, Lender agrees to make available a revolving loan (the "Revolving Loan") to Borrower in the principal amount of Thirty-five Million and No/100 Dollars ($35,000,000.00).  Borrower may obtain advances, prepay and obtain new advances under the Revolving Loan.

Borrower may request and Lender, in its sole discretion, may issue as part of the Revolving Loan, letters of credit in a total amount not to exceed $15,000,000.00.  Letters of credit not exceeding a total amount of $3,000,000.00 may have an expiration date of no later than November 15, 2011 and letters of credit not exceeding $100,000.00 may have an expiration date of no later than January 23, 2013.  Otherwise, all letters of credit will expire on or before November 15, 2010.  The amount available to be borrowed under the Revolving Loan will be correspondingly reduced by the face amount of all letters of credit issued.  Notwithstanding any agreement to the contrary, Lender will have no obligation to issue any letter of credit, or to amend, extend, renew or replace any letter of credit, unless it is in form and substance acceptable to Lender.

3.           Section 2.3 of the Loan Agreement is amended and restated as follows:

Section 2.3                      Loan Fee.  Borrower agrees to pay Lender a loan fee of .125% per annum on the average daily unused amount of the Revolving Loan from and after November 4, 2009 through the Revolving Loan Maturity Date, computed on the basis of the actual number of days elapsed and a 360-day year.  The amount of such loan fee accruing during each quarter will be due and payable on or before the 30th day of the following quarter, provided that the loan fee remaining unpaid will be due and payable when the unpaid balance of principal and interest under the Revolving Note becomes due and payable in full.  “Unused amount of the Revolving Loan” means the difference of (a) the amount of the Revolving Loan, minus, (b) the aggregate outstanding principal amount of the advances and outstanding letters of credit.  In addition, Borrower agrees to pay Lender a fee of .50% of the amount of any international letters of credit.

4.           Schedule VI to the Loan Agreement (“Schedule VI”) is amended and restated as attached to this Eighth Amendment.

5.           Except as modified herein, all the terms and conditions of the Loan Agreement, including previous amendments thereto, will remain in full force and effect.

6.           Borrower acknowledges that the Loan Agreement and related Loan Documents are and will remain the legal and binding obligation of Borrower, free of any claim, defense, or offset.

	BORROWER:
	DAKTRONICS, INC.
	By:	/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx, Its Chief Executive Officer
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx, Its Chief Financial Officer
	LENDER:
	U.S. BANK NATIONAL ASSOCIATION
	By:	/s/ Xxxx Xxxxx
		Xxxx Xxxxx, Its Senior Vice President

SCHEDULE VI

ADDITIONAL COVENANTS

Until the Revolving Note and all of the other Obligations are paid and performed in full, unless the Lender shall otherwise consent in writing:

Dividends.  The Borrower will not pay in excess of current year's net profit after tax any dividends or otherwise make any distributions on, or redemptions of, any of its outstanding stock.

Minimum Adjusted Fixed Charge Coverage Ratio.  The Borrower will not permit its Minimum Adjusted Fixed Charge Ratio, as of the last day of any fiscal year for the four consecutive fiscal quarters ending on that date to be less than 2 to 1.

For purposes hereof, the following definitions have the following meanings:

“EBITDA”:  For any period of determination, the net income of the Borrower before deductions for income taxes, interest expense, depreciation and amortization, all as determined in accordance with GAAP.

“Adjusted Fixed Charge Coverage Ratio”:  For any period of determination with respect to the Borrower, the ratio of

(a) EBITDA minus the sum of (i) any dividends or other distributions, (ii) a reserve for maintenance capital expenditures in the amount of $6,000,000.00, and (iii) tax expenses, to

(b) all required principal and interest payments with respect to Indebtedness (including but not limited to all payments with respect to capitalized lease obligations of the Borrower),

in each case determined for said period in accordance with GAAP.

"Indebtedness":  All interest-bearing obligations, including those represented by bonds, debentures, or other debt securities, except principal reductions on the Revolving Loan.

IBD/EBITDA Ratio.  The Borrower will not permit the ratio of its IBD to EBITDA, as of the last day of any fiscal quarter to be greater than 1 to 1.  For purposes hereof, the following definitions have the following meanings:

“IBD”:  All interest bearing obligations, including those represented by bonds, debentures, or other debt securities, excluding any long-term contractual obligations related to marketing transactions whose source of payment is underlying advertising agreements.

“EBITDA”:  For any period of determination, the net income of the Borrower before deductions for income taxes, interest expense, depreciation and amortization, all as determined in accordance with GAAP.  This computation will use the last four quarters.