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 (the "Lenders"), and PNC BANK, NATIONAL
ASSOCIATION, as administrative agent and syndication agent (in such
capacity the "Administrative Agent" or "Agent"), hereby agree as follows as of
March 18, 2009:
1.
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Recitals.
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1.1
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On
March 30, 2001, the Agent, the Borrower and the 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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The
Borrower, the Agent and the 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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The
following sentence is hereby added to the end of the definition of
Applicable Unused Fee in Section 1.1 of the Credit
Agreement:
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Notwithstanding
the foregoing, the Applicable Unused Fee with respect to the 364-Day Facility
will be 30 basis points and will not be adjusted based on the Borrower's
Leverage Ratio.
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2.2
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Section
1.1 of the Credit Agreement is amended to change the definition of 364-Day
Facility to provide as follows:
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364-Day
Facility: shall
mean the $10,000,000 credit facility extended pursuant to the 364-Day
Commitment.
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2.3
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Section
1.1 of the Credit Agreement is amended to change the definition of 364-Day
Note to provide as follows:
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364-Day
Note: Any of the
several promissory notes of the Borrower evidencing Indebtedness of the Borrower
under the 364-Day Commitment in the total principal amount of $10,000,000 having
an initial term of 364 days together with all extensions, renewals, amendments,
restatements, substitutions and replacements thereto and thereof.
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2.4
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Section
1.1 of the Credit Agreement is amended to change the definition of
Revolving Credit Termination Date to provide as
follows:
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Revolving
Credit Termination Date: March 31, 2011 as
to the Three Year Notes and the Swingline Note and March 17, 2010 as to the
364-Day Notes.
2.5 The
following Section 2.2f is hereby added to the Credit Agreement:
2.2f Special
Provisions Related to 364-Day Facility. Notwithstanding
anything to the contrary contained in Section 2.2, all advances under the
364-Day Notes will bear interest at the Euro-Rate plus 250 basis points for the
applicable Euro-Rate Interest Period(s) selected by the Borrower in accordance
with this Agreement (subject to the provisions of Subsection 2.2b(iv)), and
shall not be adjusted pursuant to Subsection 2.2b(ii). The Base Rate
Option and the Federal Funds Rate Option shall not be available with respect to
the 364-Day Facility.
3.
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Representations,
Warranties and Covenants. To induce
the Lenders and the Agent to enter into this Amendment, the Borrower
represents, warrants and covenants as
follows:
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3.1
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Upon
the execution of this Amendment, the Borrower will pay to the Agent, for
the ratable benefit of the Lenders, a one-time commitment fee of
$15,000. Such fee will be fully earned when paid and
non-refundable.
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3.2
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The
Borrower will pay, or reimburse the Agent and the Lenders for, all
expenses and reasonable attorneys' fees (not to exceed $900) incurred by
the Agent or any Lender in connection with the preparation, execution and
delivery of this Amendment and the related
documents.
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3.3
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The
representations and warranties of the 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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3.4
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No
Default or Event of Default exists on the date
hereof.
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3.5
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The
person executing this Amendment and the loan documents to be executed in
connection herewith on behalf of the Borrower is a duly elected and acting
officer of the Borrower and is duly authorized by the Board of Directors
of the Borrower to execute and deliver such documents on behalf of the
Borrower.
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4.
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Claims;
Release of Claims. The
Borrower represents and warrants to the Lenders and the Agent that the
Borrower does not have any claims, counterclaims, setoffs, actions or
causes of action, damages or liabilities of any kind or nature whatsoever
whether at law or in equity, in contract or in tort, whether now accrued
or hereafter maturing (collectively, "Claims") against the Agent, any
Lender, their respective direct or indirect parent corporations or any
direct or indirect affiliates of such parent corporations, or any of the
foregoing's respective directors, officers, employees, agents, attorneys
and legal representatives, or the heirs, administrators, successors or
assigns of any of them (collectively, "Lender Parties") that directly or
indirectly arise out of, are based upon, or are in any manner connected
with, any Prior Related Event. As an inducement to the Lenders
and the Agent to enter into this Amendment, the Borrower on behalf of
itself and its successors and assigns hereby knowingly and voluntarily
releases and discharges all Lender
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Parties
from any and all Claims, whether known or unknown, that directly or
indirectly arise out of, are based upon, or are in any manner connected
with, any Prior Related Event. As used herein, the term "Prior
Related Event" means any transaction, event, circumstance, action, failure
to act, or occurrence of any sort or type which occurred, existed, was
taken, was permitted or begun at any time prior to the date hereof or
occurred, existed, was taken, was permitted or begun in accordance with,
pursuant to, or by virtue of, any of the terms of the Credit Agreement or
any Loan Document or which was related to or connected in any manner,
directly or indirectly, to the credit facilities described in the Credit
Agreement.
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5.
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Conditions. The Agent's
and each Lender's consent to this Amendment are subject to the fulfillment
of the following conditions:
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5.1
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The
Borrower shall have executed and delivered to the Agent an original of
this Amendment.
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5.2
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The
Borrower shall have executed and delivered to the Agent an original of
each Amended and Restated 364 Day
Note.
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5.3
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The
representations and warranties in Section 3 above
shall be true.
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6.
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General.
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6.1
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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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6.2
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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 any Lender or Agent under or with respect to the Credit
Agreement or any other Loan
Document.
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6.3
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This
Amendment will be binding upon and inure to the benefit of the Borrower,
the Agent, each Lender and their respective successors and
assigns.
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6.4
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All
representations, warranties and covenants made by the Borrower herein will
survive the execution and delivery of this
Amendment.
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6.5
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This
Amendment may be executed in one or more counterparts, each of which will
be deemed an original and all of which together will constitute one and
the same instrument.
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6.6
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This
Amendment will in all respects be governed and construed in accordance
with the laws of the State of Ohio, without regard to conflict of laws
principles.
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[signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
to Credit Agreement as of the Effective Date.
BORROWER:
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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 |
AGENT:
PNC BANK, NATIONAL
ASSOCIATION,
in its capacity as Administrative Agent
and
Syndication
Agent
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By:
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/s/Xxxxxxx X. Xxxxxxxx | |
Name: Xxxxxxx X. Xxxxxxxx | |||
Title: Vice President | |||
LENDERS:
PNC BANK, NATIONAL
ASSOCIATION,
in its capacity as a
Lender
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By:
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/s/Xxxxxxx X. Xxxxxxxx | |
Name: Xxxxxxx X. Xxxxxxxx | |||
Title: Vice President | |||
FIFTH THIRD
BANK,
in its capacity as a
Lender
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By:
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/s/Xxxxxxxxxxx X. Xxxxx | |
Name: Xxxxxxxxxxx X. Xxxxx | |||
Title: Vice President | |||