8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Act of 1934

Date of Report (Date of earliest event reported):  March 18, 2009

LSI INDUSTRIES INC.

(Exact name of Registrant as specified in its Charter)

Ohio	0-13375	31-0888951
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No. )
10000 Alliance Road, Cincinnati, Ohio		45242
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code                                                                                                            (513) 793-3200

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. – Entry into a Material Definitive Agreement.

On March 18, 2009, the Registrant entered into an Amendment to Credit Agreement with PNC Bank, National Association and The Fifth Third Bank (the “Amendment”) which renews the obligations of the parties to the Credit Agreement. Under the Amendment, a 364-Day facility in the amount of $10,000,000 is extended and certain fees and interest rates are adjusted on terms described in the exhibit identified below, filed herewith and incorporated by reference herein. The Amendment does not change any of the terms of the Registrant’s $30,000,000 line of credit which remains in place for a two year term.

Item 2.03. - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in Item 1.01 above is incorporated by reference herein as if fully set forth herein.

Item 9.01 – Financial Statements and Exhibits.

(d)       Exhibits.

 10.1           Amendment to Credit Agreement dated March 18, 2009 among the Registrant, PNC Bank, National Association, in its capacity as syndication agent and administrative agent, PNC Bank, National Association, in its capacity as lender and The Fifth Third Bank.

 10.2           Amended and Restated 364 Day Notes executed by Registrant in favor of PNC Bank, National Association and Fifth Third Bank dated March 18, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	LSI INDUSTRIES INC.
March 18, 2009	/s/Ronald S. Stowell
	Ronald S. Stowell
	Vice President, Chief Financial Officer     and Treasurer
	(Principal Accounting Officer)

EX-10.1

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. Recitals.

1.1 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.

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

2. Amendments.

2.1 The following sentence is hereby added to the end of the definition of Applicable Unused Fee in Section 1.1 of the Credit Agreement:

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.

2.2 Section 1.1 of the Credit Agreement is amended to change the definition of 364-Day Facility to provide as follows:

364-Day Facility: shall mean the $10,000,000 credit facility extended pursuant to the 364-Day Commitment.

2.3 Section 1.1 of the Credit Agreement is amended to change the definition of 364-Day Note to provide as follows:

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.

2.4 Section 1.1 of the Credit Agreement is amended to change the definition of Revolving Credit Termination Date to provide as follows:

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

3.1 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.

3.2 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.

3.3 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.

3.4 No Default or Event of Default exists on the date hereof.

3.5 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.

4. 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

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.

5. Conditions.  The Agent's and each Lender's consent to this Amendment are subject to the fulfillment of the following conditions:

5.1 The Borrower shall have executed and delivered to the Agent an original of this Amendment.

5.2 The Borrower shall have executed and delivered to the Agent an original of each Amended and Restated 364 Day Note.

5.3 The representations and warranties in Section 3 above shall be true.

6. General.

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

6.2 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 any Lender or Agent under or with respect to the Credit Agreement or any other Loan Document.

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

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

6.5 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.

6.6 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.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment to Credit Agreement as of the Effective Date.

BORROWER: LSI INDUSTRIES INC.
By:	/s/Ronald S. Stowell
	Name:  Ronald S. Stowell
	Title:  Vice President, Chief Financial Officer and
	Treasurer

AGENT: PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent and Syndication Agent
By:	/s/Gregory S. Buchanan
	Name:  Gregory S. Buchanan
	Title:  Vice President

LENDERS: PNC BANK, NATIONAL ASSOCIATION, in its capacity as a Lender
By:	/s/Gregory S. Buchanan
	Name:  Gregory S. Buchanan
	Title:  Vice President

FIFTH THIRD BANK,  in its capacity as a Lender
By:	/s/Christopher R. Ramos
	Name:  Christopher R. Ramos
	Title:  Vice President

EX-10.2

EXHIBIT 10.2

AMENDED AND RESTATED

364 DAY NOTE

$6,000,000	Cincinnati, Ohio
	March 18, 2009

 FOR VALUE RECEIVED, LSI Industries Inc. ("Borrower")promises to pay to the order of PNC Bank, National Association ("Lender") on or before the Revolving Credit Termination Date (as defined in the Credit Agreement referred to below), in lawful money of the United States of America and in immediately available funds, the principal amount of SIX MILLION DOLLARS ($6,000,000), or, if less, the aggregate unpaid principal amount of all Loans by Lender under the 364-Day Facility.  Borrower further agrees to pay interest in like money from time to time on the unpaid principal amount hereof from the date of each advance or converted advance hereunder until paid in full at the interest rates as set forth in the Credit Agreement.

This Note amends, completely restates, and replaces the 364 Day Note dated March 30, 2001 (the "Prior Note") in the principal amount of $12,000,000 made by Borrower in favor of Lender.  This Note shall not be construed as an extinguishment of the Prior Note, and its issuance shall not affect the priority of any security interest or other lien granted in connection with the Prior Note.

1. Credit Agreement.  This Note is one of the 364-Day Notes referred to in the Credit Agreement dated as of March 30, 2001 by and among Borrower, Lender, the other Lenders from time to time parties thereto, and PNC Bank, National Association, as Administrative Agent and Syndication Agent (as the same may from time to time be amended, modified or supplemented, the "Credit Agreement"; terms defined therein being used herein as so defined), and is entitled to the benefits thereof and subject to the provisions thereof and is subject to voluntary and mandatory prepayment in whole or in part as provided therein.

2. Waivers.  Borrower waives presentment, demand, protest, and notice of demand, protest, and dishonor.  Borrower also waives all defenses based on suretyship or impairment of collateral.

3. Successors and Assigns.  This Note will bind Borrower and its successors and assigns and the benefits hereof will inure to the benefit of Lender and its successors and assigns.  All references herein to "Borrower", "Lender", and "Agent" will be deemed to apply to Borrower, Lender and Agent and their respective successors and assigns as permitted by the Credit Agreement.

4. Usury.  If from any circumstances whatsoever the fulfillment of any provision of this Note involves transcending the limit of validity prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then the obligation to be fulfilled will be reduced to the limit of such validity as provided in such statute or law, so that in no event will any exaction of interest be possible under this Note in excess of the limit of such validity.  In no event will Borrower be bound to pay

interest of more than the legal limit and the right to demand any such excess is hereby expressly waived by Lender.

5. Time.  Time is of the essence in the performance of this Note.

6. Governing Law.  This Note will be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the State of Ohio without regard to conflict of laws principles.

7. Jurisdiction.  Borrower hereby agrees to the exclusive jurisdiction of any state or federal court located within Hamilton County, Ohio and consents that all service of process be made by certified mail directed to Borrower at its address set forth in the Credit Agreement for notices and service so made will be deemed to be completed five (5) Business Days after the same has been deposited in U.S. mails, postage prepaid; provided that nothing contained herein will prevent Agent or Lender from bringing any action or exercising any rights against any security or against Borrower individually, or against any property of Borrower, within any other state or nation.  Borrower waives any objection based on forum non conveniens and any objection to venue of any action instituted hereunder.

8. Waiver of Jury Trial.  Borrower, Lender and Agent each waive any right to trial by jury in any action or proceeding relating to this Note, the Credit Agreement or any transaction contemplated in any of such agreements.

LSI INDUSTRIES INC.
By:	/s/Ronald S. Stowell
	Name:  Ronald S. Stowell
	Title:  Vice President, Chief Financial Officer and
	Treasurer

AMENDED AND RESTATED

364 DAY NOTE

$4,000,000	Cincinnati, Ohio
	March 18, 2009

FOR VALUE RECEIVED, LSI Industries Inc. ("Borrower")promises to pay to the order of Fifth Third Bank ("Lender") on or before the Revolving Credit Termination Date (as defined in the Credit Agreement referred to below), in lawful money of the United States of America and in immediately available funds, the principal amount of FOUR MILLION DOLLARS ($4,000,000), or, if less, the aggregate unpaid principal amount of all Loans by Lender under the 364-Day Facility.  Borrower further agrees to pay interest in like money from time to time on the unpaid principal amount hereof from the date of each advance or converted advance hereunder until paid in full at the interest rates as set forth in the Credit Agreement.

This Note amends, completely restates, and replaces the 364 Day Note dated March 30, 2001 (the "Prior Note") in the principal amount of $8,000,000 made by Borrower in favor of Lender.  This Note shall not be construed as an extinguishment of the Prior Note, and its issuance shall not affect the priority of any security interest or other lien granted in connection with the Prior Note.

1. Credit Agreement.  This Note is one of the 364-Day Notes referred to in the Credit Agreement dated as of March 30, 2001 by and among Borrower, Lender, the other Lenders from time to time parties thereto, and PNC Bank, National Association, as Administrative Agent and Syndication Agent (as the same may from time to time be amended, modified or supplemented, the "Credit Agreement"; terms defined therein being used herein as so defined), and is entitled to the benefits thereof and subject to the provisions thereof and is subject to voluntary and mandatory prepayment in whole or in part as provided therein.

2. Waivers.  Borrower waives presentment, demand, protest, and notice of demand, protest, and dishonor.  Borrower also waives all defenses based on suretyship or impairment of collateral.

3. Successors and Assigns.  This Note will bind Borrower and its successors and assigns and the benefits hereof will inure to the benefit of Lender and its successors and assigns.  All references herein to "Borrower", "Lender", and "Agent" will be deemed to apply to Borrower, Lender and Agent and their respective successors and assigns as permitted by the Credit Agreement.

4. Usury.  If from any circumstances whatsoever the fulfillment of any provision of this Note involves transcending the limit of validity prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then the obligation to be fulfilled will be reduced to the limit of such validity as provided in such statute or law, so that in no event will any exaction of interest be possible under this Note in excess of the limit of such validity.  In no event will Borrower be bound to pay

interest of more than the legal limit and the right to demand any such excess is hereby expressly waived by Lender.

5. Time.  Time is of the essence in the performance of this Note.

6. Governing Law.  This Note will be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the State of Ohio without regard to conflict of laws principles.

7. Jurisdiction.  Borrower hereby agrees to the exclusive jurisdiction of any state or federal court located within Hamilton County, Ohio and consents that all service of process be made by certified mail directed to Borrower at its address set forth in the Credit Agreement for notices and service so made will be deemed to be completed five (5) Business Days after the same has been deposited in U.S. mails, postage prepaid; provided that nothing contained herein will prevent Agent or Lender from bringing any action or exercising any rights against any security or against Borrower individually, or against any property of Borrower, within any other state or nation.  Borrower waives any objection based on forum non conveniens and any objection to venue of any action instituted hereunder.

8. Waiver of Jury Trial.  Borrower, Lender and Agent each waive any right to trial by jury in any action or proceeding relating to this Note, the Credit Agreement or any transaction contemplated in any of such agreements.  

LSI INDUSTRIES INC.
By:	/s/Ronald S. Stowell
	Name:  Ronald S. Stowell
	Title:  Vice President, Chief Financial Officer and
	Treasurer