AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.5

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:

1. Recitals.

1.1 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.

1.2 Borrower, Agent and Lenders desire to amend the Credit Agreement pursuant to this Amendment to Credit Agreement (the “Amendment”).

2. Amendments.

2.1 Section 5.6(a) of the Credit Agreement is amended to provide as follows:

Net Worth. At the end of each Fiscal Quarter hereunder commencing June 30, 2006, the Borrower shall maintain Consolidated Tangible Net Worth greater than or equal to the sum of $90,000,000 plus (i) an amount equal to 50% of the Borrower’s Consolidated net income (if positive) for each Fiscal Quarter ending after June 30, 2006 plus (ii) one hundred percent (100%) of the Net Proceeds of each Equity Offering occurring after the Closing Date.

3. Representations and Warranties. To induce Lenders and Agent to enter into this Amendment, Borrower represents and warrants as follows:

3.1 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.

3.2 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.

3.3 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.

4. General.

4.1 Except as expressly modified herein, the Credit Agreement, as amended, is and remains in full force and effect.

4.2 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.

4.3 This Amendment will be binding upon and inure to the benefit of Borrower, Agent and Lenders and their respective successors and assigns.

4.4 All representations, warranties and covenants made by Borrower herein will survive the execution and delivery of this Amendment.

4.5 This Amendment will in all respects be governed and construed in accordance with the laws of the State of Ohio.

Executed as of June 26, 2006

LSI INDUSTRIES INC.
By:		/s/ Xxxxxx X. Xxxxxxx
Name: Title:		Xxxxxx X. Xxxxxxx 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: Title:		Xxxxxxx X. Xxxxxxxx Vice President
PNC BANK, NATIONAL ASSOCIATION, in its capacity as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name: Title:		Xxxxxxx X. Xxxxxxxx Vice President
THE FIFTH THIRD BANK, in its capacity as a Lender
By:		/s/ Xxxxxxxxxxx X. Xxxxx
Name: Title:		Xxxxxxxxxxx X. Xxxxx Vice President

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