[GRAPHIC OMITTED] NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION REVOLVING NOTE
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$10,000,000.00 Sept 30, 1996
FOR VALUE RECEIVED, Daktronics, Inc. (the "Borrower") promises to pay to the
order of Norwest Bank Minnesota, National Association (the "Bank"), at its
Bloomington Office or such other address as the Bank or holder may designate
from time to time, the principal sum of Ten Million and No/100 Dollars
($10,000,000.00), or the amount shown on the Bank's records to be outstanding,
plus interest (calculated on the basis of actual days elapsed in a 360-day year)
accruing on the unpaid balance at the annual interest rates defined below.
Absent manifest error the Bank's records will be conclusive evidence of the
principal and accrued interest owing hereunder.
This Revolving Note is issued pursuant to a Credit Agreement dated April 20,
1994, as amended by a First Amendment dated February 13, 1996, and by a Second
Amendment of even date herewith (as amended, the "Agreement"), made between the
Bank and the Borrower. The Agreement contains additional terms and conditions
including default and acceleration provisions. The terms of the Agreement are
incorporated into this Revolving Note by reference. Capitalized terms not
expressly defined herein shall have the meanings given them in the Agreement.
INTEREST RATES.
BASE RATE OPTION. Unless the Borrower chooses the LIBOR Rate Option as defined
below, the principal balance outstanding under this Revolving Note will bear
interest at an annual rate equal to the Base Rate, floating (the "Base Rate
Option"). The Base Rate is the "base" or "prime" rate of interest established by
the Bank from time to time.
LIBOR RATE OPTION. Subject to the terms and conditions of the Agreement
(including without limitation Section 3.2), the Borrower may elect that all or
portions of the principal balance of this Revolving Note bear interest at the
LIBOR Rate plus 2.0% (the "LIBOR Rate Option"). Specific reference is made to
the "Disbursements And Payments" Section of the Agreement for terms governing
the designation of interest periods and rate portions.
The LIBOR Rate will be computed in accordance with the following formula.
LIBOR Rate = London Interbank Rate
1.00 - Reserve Percentage
Where,
(i) "London Interbank Rate" means the average rate at which U.S. Dollar
deposits with a term equal to the applicable LIBOR Interest Period and
in an amount equal to the LIBOR Rate Portion are offered to the Bank on
the London Interbank Market.
(ii) "Reserve Percentage" means the Federal Reserve System requirement
(expressed as a percentage) applicable to the dollar deposits used in
calculating the LIBOR Rate above.
REPAYMENT TERMS
INTEREST. Interest will be payable on the last day of each month, beginning May
31, 1996, and at maturity.
PRINCIPAL. Principal will be repayable on September 30, 1997.
PREPAYMENT. The Borrower may prepay all or any portion of principal accruing
interest under the Base Rate Option without premium or penalty. Each prepayment
of principal accruing interest under the LIBOR Rate Option, whether voluntary or
by reason of acceleration, will be accompanied by accrued interest on the
prepaid portion and a prepayment premium equal to the amount, if any, by which:
(i) the additional interest that would have been payable on the amount
prepaid if it had not been paid until the last day of the relevant
LIBOR Interest Period, exceeds
(ii) the interest that would have been recoverable by the Bank by
reinvesting the amount prepaid from the prepayment date to the last day
of the relevant LIBOR Interest Period in a like kind investment.
ADDITIONAL TERMS AND CONDITIONS. The Borrower agrees to pay all costs of
collection, including reasonable attorneys' fees and legal expenses, incurred by
the Bank in the event this Revolving Note is not duly paid. Demand, presentment,
protest and notice of nonpayment and dishonor of this Revolving Note are
expressly waived. This Revolving Note will be governed by the substantive laws
of the State of Minnesota.
DAKTRONICS, INC.
BY: /s/ Xxxxxx Xxxxxxxxxx
ITS: President
