Exhibit 10.1


FIRST AMENDMENT TO


AMENDED AND RESTATED REVOLVING LINE OF
CREDIT NOTE


 


THIS FIRST AMENDMENT
TO AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE (the “Amendment”) dated as of June 27, 2012 (the “Effective
Date”) is made by and between BMO HARRIS BANK N.A., a national bank, as successor by merger to M&I
Marshall & Ilsley Bank (“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; (ii) Joint Amendment to Loan Agreement and Revolving Line of Credit Note dated April 29, 2011; (iii) Joint
Amendment to Loan Agreement and Revolving Line of Credit Note dated June 27, 2011; and (iv) Second Amendment to Loan Agreement
dated September 26, 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) Amended and Restated Revolving Line of Credit Note dated September
26, 2011 in the original principal amount of Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000) (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 and delivered an unconditional Guaranty Agreement dated April 30, 2010 guarantying
payment and performance by Borrower of all obligations evidenced by the Notes and Loan Agreement (such guarantees collectively
referred to herein as the “Guaranty”).


 



    	 



    	 



    

  


WHEREAS, to secure
Guarantor’s obligations and performance under the Guaranty, each Guarantor, among other things, executed and delivered to
Lender that certain Security Agreement dated April 30, 2010 (the “Guarantor Security Agreement”)
granting Lender a security interest in certain collateral more particularly described therein. The Loan Agreement, Notes,
Mortgage, Collateral Assignment, Security Agreement, Guaranty, Guarantor Security Agreement and any and all documents executed
in connection therewith shall be referred to herein as the “Loan Documents.”


 


WHEREAS, as of June
1, 2012, the aggregate outstanding principal balance of the Notes is $8,063,688.00.


 


WHEREAS,
the Revolving Credit Note matures on June 27, 2012 and Borrower wishes to extend the maturity date of the Revolving Credit Note,
and although Lender is under no obligation to do so, Lender is willing to extend the maturity date of the Revolving Credit
Note to June 27, 2013 under the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the execution and delivery of this Amendment and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


AGREEMENT


 


Recitals. The
parties hereto hereby affirm all recitals and statements above as true and correct and hereby incorporate such recitals into this
Amendment.


 


Amendment to Revolving
Credit Note. Section 3 of the Revolving Credit Note is hereby amended so that, from and after the
Effective Date, it shall read as follows:


 


“Maturity
Date. The “Maturity Date” for purposes of this Note means June 27, 2013.”


 


Revolving Credit
Limit. The Borrower hereby acknowledges and agrees that the Revolving Credit Limit under the Revolving Credit Note is Four
Million and No/100 Dollars ($4,000,000).


 


Conditions to Effectiveness.
This Amendment shall become effective as of the Effective Date upon Lender receiving the following items, in form and content acceptable
to Lender in its sole discretion:


 


Lender shall
receive counterpart originals of this Amendment executed by all parties listed on the signature page(s) hereto and originals or
certified or other copies of such other documents as the Lender may reasonably request.


 


Lender shall
receive evidence that the execution, delivery and performance by Borrower of this Amendment and any instrument or agreement required
under this Amendment have been duly authorized.


 



    	 



    	 



    

  


Representations,
Warranties and Covenants. By executing this Amendment, Borrower represents and warrants to Lender that (a) there is no event
which is, or with notice or lapse of time or both would be, a default under the Loan Agreement, the Notes or the Loan Documents
except for those events, if any, that have been disclosed in writing to Lender or waived in writing by Lender; (b) the representations
and warranties in the Loan Agreement are true as of the date of this Amendment as if made on the date hereof; (c) the financial
statements and other financial information most recently provided to Lender are correct and complete in all material respects and
fairly represent the financial condition of Borrower as at the date thereof and fairly represent the results of the operations
of Borrower for the period covered thereby; (d) there has been no material adverse change in the business, properties, or condition,
financial or otherwise, of Borrower since the date of such financial statements or other information; (e) this Amendment does not
conflict with any law, agreement, or obligation by which Borrower is bound, and (f) this Amendment is within Borrower’s powers,
has been duly authorized, and does not conflict with any of Borrower’s organization papers.


 


Reaffirmation.
Except as modified hereby, all of the terms, covenants and conditions of the Loan Agreement, Notes, Mortgage, Collateral Assignment,
Security Agreement and all other Loan Documents are ratified, reaffirmed, and confirmed and shall continue in full force and effect.
The Mortgage, Collateral Assignment, Security Agreement, Guaranty, Guarantor Security Agreement and all other security agreements,
mortgages and other similar instruments between Borrower and Lender shall continue to secure payment of the Notes. Should any term
or provision of the Loan Agreement or Notes conflict with the terms or provisions contained in this Amendment, the terms and provisions
of this Amendment shall be controlling. This Amendment is not intended to be, nor shall it be construed to be, a novation or an
accord and satisfaction of any other obligation or liability of Borrower to Lender.


 


Fees and Costs.
Contemporaneous with the execution of this Amendment, Borrower shall pay to the Lender (a) a renewal
fee equal to Five Thousand and No/Dollars ($5,000); and (b) all costs, expenses and attorneys’ fees incurred by Lender in
connection with this Amendment.


 


Counterparts.
This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart
shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement.


 





FINAL
AGREEMENT. THIS WRITTEN AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES HERETO AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN OR
AMONG THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.







  


 [SIGNATURES
ON FOLLOWING PAGE]


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.


 


	LENDER:	BORROWER:
	 	 
	BMO HARRIS BANK N.A.	AEROSONIC CORPORATION
	 	 
	By: /s/ John Astrab	By: /s/ Douglas J. Hillman
	Its: Assistant Vice President	Its: President & CEO
	Name: John Astrab	Name: Douglas J. Hillman
	 	 
	By: /s/ William Amoriello	 
	Its: Assistant Vice President	 
	Name: William Amoriello	 


 


Signature page to First Amendment to
Amended and Restated Revolving Line of Credit Note





 



    	 



    	 



    




 


CONSENT AND REAFFIRMATION OF GUARANTORS


 


The undersigned, each
a guarantor of Borrower’s obligations to Lender pursuant to the Guaranty executed by the undersigned in favor of Lender,
hereby (i) acknowledges and consents to the execution, delivery, and performance by Borrower of the foregoing First Amendment to
Amended and Restated Revolving Line of Credit Note; (ii) warrants and covenants to Lender that, except to the extent previously
disclosed to Lender in writing, all representations and warranties previously made by Guarantor to Lender are true, complete, and
accurate as of the date of this Consent and Reaffirmation of Guarantors; and (iii) reaffirms and agrees that the Guaranty to which
the undersigned is party and all other documents and agreements executed and delivered by either the undersigned or Borrower to
Lender in connection with the indebtedness represented by the Notes, the Loan Agreement and Loan Documents are all in full force
and effect, without defense, offset, or counterclaim, or alternatively, that any such right of defense, offset or counterclaim
is hereby expressly waived.


 


IN WITNESS WHEREOF,
the undersigned has duly consented to the First Amendment to Amended and Restated Revolving Line of Credit Note by execution and
delivery to Lender of this Consent and Reaffirmation of Guarantors as of the day and year first above written.


 


	 	GUARANTORS:
	 	 
	 	AVIONICS SPECIALTIES, INC.
	 	 
	 	By: /s/ Douglas J. Hillman
	 	Name: Douglas J. Hillman
	 	Its: CEO
	 	 
	 	OP TECHNOLOGIES, INC.
	 	 
	 	By: /s/ Douglas J. Hillman
	 	Name: Douglas J. Hillman
	 	Its: CEO


 



    	 



    	 



    

 


International
Waters Closing Affidavit


 


BEFORE ME, the undersigned,
a licensed captain of the Above Average, personally appeared John Astrab and William Amoriello, each officers of BMO Harris Bank
N.A., a national bank, as successor by merger to M&I Marshall &
Ilsley Bank (the “Lender”), and Douglas J. Hillman, the President and CEO of Aerosonic Corporation, a
Delaware corporation (the “Borrower”), who, being by me first duly sworn, stated:


 


1.           On the date hereof,
Borrower executed that certain First Amendment to Amended and Restated Revolving Line of Credit Note, dated as of June 27, 2012,
by and between the Borrower and Lender (the “Amendment”)
on the Above Average, at a latitude of 28.04.347N and longitude of 83.01.966W, which is not located in Florida territorial waters.


 


2.           Borrower personally
delivered the Amendment to the Lender, and Lender accepted the Amendment on the date hereof on the Above Average, at a latitude
of 28.04.347N and longitude of 83.01.966W, which is not located in Florida territorial waters.


 


DATED this 15th day of June,
2012.


  


	AEROSONIC CORPORATION	BMO HARRIS BANK N.A.
	 	 
	By: /s/ Douglas J. Hillman	By: /s/ John Astrab
	Its: President & CEO	Its: Assistant Vice President
	Name: Douglas J. Hillman	Name: John Astrab
	 	 
	 	BMO HARRIS BANK N.A.
	 	 
	 	By: /s/ William Amoriello
	 	Its: Assistant Vice President
	 	Name: William Amoriello


 


SWORN to and subscribed before me this
15th day of June, 2012, a licensed captain.





 


/s/ Richard Nicajevsky


Print Name: Richard Nicajevsky


Title: Owner/Operator/Captain, #1215794