EX-10.1






Exhibit 10.1




PROMISSORY NOTE MODIFICATION AGREEMENT



THIS PROMISSORY NOTE MODIFICATION AGREEMENT (“Modification”) is dated as of April 30, 2009
but is effective as of May 1, 2009, by and between Sparton Corporation (“Borrower” or, if more than
one (1), collectively “Borrower”) and National City Bank (“Bank”).



WHEREAS, Bank agreed to lend to Borrower an amount not to exceed the sum of Twenty Million and
00/100 Dollars ($20,000,000.00) (“Loan”), which Loan was evidenced by a certain Promissory Note
dated January 22, 2008, (as extended, amended or otherwise modified to date, the “Note”) (the said
Note and any other instrument or document given in connection with or to secure the Loan being
collectively referred to as “Loan Documents”).



WHEREAS, the parties hereto desire to modify the Note as hereinafter provided.



NOW, THEREFORE, in consideration of the foregoing promises and the covenants contained herein, the
parties hereto agree as follows:





	1.	 	Liability of Borrower. Borrower hereby ratifies and reconfirms Borrower’s
obligations and all liability to Bank under the terms and conditions of the Loan Documents and
acknowledges that Borrower has no defenses to or rights of set-off against Borrower’s
obligations and all liability to Bank thereunder. Borrower further acknowledges that Bank has
performed all of Bank’s obligations under the Loan Documents.
	 
	2.	 	Modification. (a) The principal amount outstanding under the Note as of the
effective date of this Modification is                     and ___/100 Dollars ($ 
                   ). The
current principal amount outstanding under the Note as of April 29, 2009 is Fifteen Million
Five Hundred Thousand and 00/100 Dollars ($15,500,000.00).






	 	(b)	 	The Note is hereby modified to extend the maturity date from May 1, 2009 to
June 15, 2009.
	 
	 	(c)	 	The next payment is due May 20, 2009 and monthly thereafter as set forth in the
above mentioned note. Payments prior to the first scheduled payment above have been
made as evidenced by the books and records of Bank.






	3.	 	Ratification of Loan Documents. The Loan Documents are in all respects ratified and
confirmed by the parties hereto and incorporated by reference herein, and each of the Loan
Documents and this Modification shall be read, taken and construed as one and the same
instrument. Capitalized terms used herein and not otherwise defined shall have the meanings
given to them in the Note. In the event of any conflict between the terms and provisions of
this Modification and the terms and provisions of the Note, the terms and provisions of this
Modification shall control.




 









 










IN WITNESS WHEREOF, the undersigned have caused this Modification to be executed as of the day and
year first above written.




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Sparton Corporation

an Ohio corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph S. Lerczak
 

Joseph S. Lerczak
	 	 
	 

	 	Its:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Cary B. Wood
 

Cary B. Wood
	 	 
	 

	 	Its:
	 	President/CEO	 	 
	 
	 	 	 	 	 	 
	 	 	National City Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John McManus
 

John McManus
	 	 
	 

	 	Its:
	 	Regional President	 	 







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