EXHIBIT 10.2
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 (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. Amendment.
2.1 Section 1.1 is amended to change the definition of Revolving
Credit Termination date to provide as follows:
Revolving Credit Termination Date: March 30, 2005 as to the
Three Year Notes and the Swingline Note and March 27, 2003 as to the
364 Day Notes.
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 March 28, 2002.
LSI INDUSTRIES INC.
By: /s/ Ronald S. Stowell
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Name: Ronald S. Stowell
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/ Timothy E. Reilly
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Name: Timothy E. Reilly
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
in its capacity as a Lender
By: /s/ Timothy E. Reilly
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Name: Timothy E. Reilly
Title: Vice President
THE FIFTH THIRD BANK,
in its capacity as a Lender
By: /s/ Tom Partridge
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Name: Tom Partridge
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Title: Vice President
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