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EXHIBIT 10.1

 

JOINT AMENDMENT TO LOAN AGREEMENT AND

REVOLVING LINE OF CREDIT NOTE

 

THIS JOINT AMENDMENT TO LOAN AGREEMENT AND REVOLVING LINE OF CREDIT NOTE (the “ Amendment ”) dated as of June 27, 2011 (the “ Effective Date ”) is made by and between M&I MARSHALL & ILSLEY BANK, a Wisconsin banking corporation (“ Lender ”), and AEROSONIC CORPORATION, a Delaware corporation (“ Borrower ”).

 

WITNESSETH

 

WHEREAS, Borrower and Lender entered into that certain Loan Agreement dated April 30, 2010 as amended by that certain (i) First Amendment to Loan Agreement dated January 6, 2011; and (ii) Joint Amendment to Loan Agreement and Revolving Line of Credit Note dated April 29, 2011 (as may be further amended, restated, modified or supplemented and in effect from time to time, the “ Loan Agreement ”).  Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

 

WHEREAS, pursuant to the Loan Agreement, Borrower issued to Lender that certain (i) Revolving Line of Credit Note dated April 30, 2010 in the original principal amount of Four Million and No/100 Dollars ($4,000,000) (as may be amended, restated, modified or supplemented and in effect from time to time, the “ Revolving Credit Note ”); (ii) Interest Bearing Installment Note dated April 30, 2010 in the original principal amount of Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000) (as may be amended, restated, modified or supplemented and in effect from time to time, the “ Real Estate Installment Note ”); (iii) Interest Bearing Installment Note dated April 30, 2010 in the original principal amount of One Million Nine Hundred Thousand and No/100 Dollars ($1,900,000) (as may be amended, restated, modified or supplemented and in effect from time to time, the “ Term Note ”); and (iv) Equipment Line of Credit Note dated April 30, 2010 in the original principal amount of Seven Hundred Thousand and No/100 Dollars ($700,000) (as may be amended, restated, modified or supplemented and in effect from time to time, the “ Equipment Note ,” collectively with the Revolving Credit Note, Real Estate Installment Note and Term Note, the “ Notes ”).

 

WHEREAS, to secure Borrower’s payment of the Notes and Borrower’s performance under the Loan Agreement, Borrower, among other things, executed and delivered to Lender that certain (i) Mortgage, Security Agreement and Assignment of Rents dated April 30, 2010, recorded in the Official Records of Pinellas County, Florida at O.R. Book 16909 Pages 2344-2362 (the “ Mortgage ”), whereby Borrower granted a security interest in the real and personal property described therein to Lender; (ii) Collateral Assignment of Rents and Leases dated April 30, 2010, recorded in the Official Records of Pinellas County, Florida at O.R. Book 16909 Pages 2363-2369 (as may be amended, restated, modified or supplemented and in effect from time to time, the “ Collateral Assignment ”); and (iii) Security Agreement dated April 30, 2010 executed by Borrower in favor of Lender (the “ Security Agreement ”) granting Lender a security interest in certain collateral more particularly described therein.

 

WHEREAS, to further secure Borrower’s payment of the Notes and Borrower’s performance under the Loan Agreement, Avionics Specialties, Inc., a Virginia corporation, and OP Technologies, Inc., an Oregon corporation (each a “ Guarantor ” and collectively, the “ Guarantors ”) each executed


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