Note Modification Agreement between Aerosonic Corporation, OP Technologies, Avionics Specialties, and Redmond Family Investments (February 19, 2010)

Summary

Aerosonic Corporation, OP Technologies, and Avionics Specialties have agreed with Redmond Family Investments to modify the terms of a previous loan agreement and promissory note. The main change is extending the loan's maturity date to April 10, 2011, or the maturity of existing loans, whichever comes first. All other terms of the original note remain in effect, except as specifically modified. The agreement is governed by Florida law and does not affect the validity of the original debt except for the stated amendments.

EX-10.4 5 v175117_ex10-4.htm

Exhibit 10.4

NOTE MODIFICATION

THIS NOTE MODIFICATION dated as of February 19, 2010, is executed by AEROSONIC CORPORATION (the “Company”), a Delaware corporation, OP TECHNOLOGIES, INC., an Oregon corporation, and AVIONICS SPECIALTIES, INC., a Virginia corporation, (collectively, “Borrowers”) for the benefit of Redmond Family Investments, LLLP (“Redmond”).

RECITALS

WHEREAS, the Company and Redmond are parties to a Loan Agreement dated as of May 14, 2009 (the “Loan Agreement”) as evidenced by a note dated May 14, 2009 executed and delivered by the Borrowers to Redmond (the “Note”); and

WHEREAS, the Company has requested that Redmond agree to amend and waive certain provisions of the Loan Agreement and Redmond is agreeable to such request but only upon the terms and subject to the conditions set forth herein.

WHEREAS, the Company and Redmond shall enter into a First Amendment to Loan Agreement dated as of February 19, 2010 (the “Loan Amendment”).

WHEREAS, in connection with the Loan Amendment, the Borrowers shall amend and modify the Note as follows:

1. Amendments

(a) Section 2 of the Note is hereby amended and modified by deleting therefrom the definition of “Maturity Date” in its entirety and inserting the following new definition:

“’Maturity Date’ means the earlier of: (i) April 10, 2011, or (ii) the maturity of the Existing Loans.”

(b) Section 3 of the Note is hereby amended and modified by deleting therefrom the words “April 10, 2010” and replacing with the words “April 10, 2011”.

2. The State of Florida documentary excise tax in the amount of $1750.00 has previously been paid directly to the Florida Department of Revenue.

3. All references in the Note to “Loan Agreement” shall refer to the Loan Agreement as amended by the Loan Amendment.

4. Notwithstanding the execution of this Note Modification, the Note shall remain in full force and effect, as modified hereby; and nothing herein contained and nothing done pursuant hereto shall be construed to release, satisfy, discharge, terminate or otherwise affect or impair in any manner whatsoever the validity or enforceability of the indebtedness evidenced by the Note, except as expressly modified hereby.

5. The validity, construction, interpretation, and enforcement of this Note Modification are governed by the laws of the State of Florida and the federal laws of the United States of America, excluding the laws of those jurisdictions relating to the resolution of conflicts with laws of other jurisdictions.

[Signature pages follow]

EXECUTED: February 19, 2010

	AEROSONIC CORPORATION
	AVIONICS SPECIALTIES, INC.
	OP TECHNOLOGIES, INC.

WITNESSES:	By:	/s/ Douglas J. Hillman
		Douglas J. Hillman
		President and Chief Executive Officer


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