Attached files
| file | filename |
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| EX-9.01 - EXHIBIT - RENEWAL REVOLVING NOTE - DAKTRONICS INC /SD/ | ex10_2revolvingnote.htm |
| 8-K - 8K FORM - DAKTRONICS INC /SD/ | a8kloanamendment.htm |
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 141 North
Main
Avenue,
Post Office Box 5308, Sioux Falls, South Dakota
57117-5308 (“Lender”) and Daktronics,
Inc., a South
Dakota
corporation,
with an address of 331 -
32nd Avenue, Brookings, South Dakota 57006 (“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.
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BORROWER:
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DAKTRONICS,
INC.
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By:
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/s/
James B. Morgan
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James
B. Morgan, Its Chief Executive Officer
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By:
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/s/
William R. Retterath
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William
R. Retterath, Its Chief Financial Officer
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LENDER:
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U.S.
BANK NATIONAL ASSOCIATION
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By:
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/s/
Carl Wynja
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Carl
Wynja, Its Senior Vice President
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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
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(a)
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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
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(b)
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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),
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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.