ex101to8k03725_07312009.htm


    Exhibit 10.1

     

    
      First
National Bank

       

      CHANGE
IN TERMS AGREEMENT

       

      
        	
                Principal

                $5,500,000.00

              	
                Loan
      Date

                07-31-2009

              	
                Maturity

                08-31-2009

              	
                Loan
      No

                8558931

              	
                Call
      / Coll

                01
      BA

              	
                Account

              	
                Officer

                ***

              	
                Initials

              
	
                References
      in the boxes above are for Lender's use only and do not limit the
      applicability of this document to any particular loan or
item.

                Any
      item above containing "***" has been omitted due to text length
      limitations.

              


      

      


      
        
          
            
              	Borrower:	
                      M-Tron
      Industries

                      100
      Douglas Ave

                      Yankton,
      SD 57078

                    	 	Lender:	
                      First
      National Bank of Omaha

                      114th
      & Dodge

                      11404
      W Dodge RD

                      Omaha,
      NE 68154

                       

                    


            

          

        

      

      


      
        	
                Principal
      Amount:  $5,500,000.00

              	
                Date
      of Agreement:  July 31,
2009

              


      

      


      DESCRIPTION OF EXISTING
INDEBTEDNESS.  Promissory Note dated June 30, 2008 in the
amount of $5,500,000.00.

       

      DESCRIPTION OF
COLLATERAL.  Security Agreement dated October 14, 2004 covering
blanket Business Assets.

       

      DESCRIPTION OF CHANGE IN
TERMS.  A 30-day extension in maturity date from July 31, 2009
to August 31, 2009.  All other terms remain the same.

       

      PAYMENT.  Borrower
will pay this loan in one payment of all outstanding principal plus all accrued
unpaid interest on August 31, 2009.

       

      VARIABLE INTEREST
RATE.  The interest rate on this loan is subject to change from
time to time based on changes in an independent index which is the one (1) month
LIBOR Rate, published by Bloomberg, adjusted and determined without notice to
Borrower, as of the date of this note and on the first (1st) day of each
calendar month hereafter ("Interest Rate Change Date") The "LIBOR Rate" shall
mean the London Interbank Offered Rate of interest for a period of one (1)
month, on the first London Business Day preceding each Interest Rate Change Date
(the "Reset Date").  "London Business Day" shall mean any day on which
commercial banks in London, England are open for general
business.  The "LIBOR Rate" determined as set forth above shall be
referred to herein as (the "Index").  The Index is not necessarily the
lowest rate charged by Lender on its loans.  If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute
index after notifying Borrower.  Lender will tell Borrower the current
Index rate upon Borrower's request.  The interest rate change will not
occur more often than each month on the first (1st) day of each
month.  Borrower understands that Lender may make loans based on other
rates as well.  The
Index currently is 0.281% per annum.  Interest on the unpaid
principal balance of this loan will be calculated as described in the "INTEREST
CALCULATION METHOD" paragraph using a rate of 2.100 percentage points over the
Index, adjusted if necessary for any minimum and maximum rate limitations
described below, resulting in an initial rate of 4.000% per annum based on a
year of 360 days.  NOTICE: Under no circumstances will the interest
rate on this loan be less than 4.000% per annum or more than the maximum rate
allowed by applicable law.

       

      INTEREST
CALCULATION METHOD.  Interest on this loan is computed on a 365/360
basis; that is, by applying the ratio of the interest rate over a year of 360
days, multiplied by the outstanding principal balance,  multiplied by
the actual number of days the principal balance is outstanding.  All
interest payable under this loan is computed using this method.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CONTINUING
VALIDITY.  Except as expressly changed by this Agreement, the
terms of the original obligation or obligations, including all agreements
evidenced or securing the obligation(s), remain unchanged and in full force and
effect.  Consent by Lender to this Agreement does not waive Lender's
right to strict performance of the obligation(s) as changed, nor obligate Lender
to make any future change in terms.  Nothing in this Agreement will
constitute a satisfaction of the obligation(s).  It is the intention
of Lender to retain as liable parties all makers and endorsers of the original
obligation(s), including accommodation parties, unless a party is expressly
released by Lender in writing.  Any maker or endorser, including
accommodation makers, will not be released by virtue of this
Agreement.  If any person who signed the original obligation does not
sign this Agreement below, then all persons signing below acknowledge that this
Agreement is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by it.  This waiver applies not only to
any initial extension, modification or release, but also to all such subsequent
actions.

       

      PRIOR
TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE
PROVISIONS.  BORROWER AGREES TO THE TERMS OF THE
AGREEMENT.

       

      
        
          
            
              	
                      BORROWER:

                    
	 
      
	
                      M-TRON
      INDUSTRIES

                    
	 
      
	
                      By:

                    	
                      
                        /s/
      Harold Castle

                      

                    
	 
      	
                      Authorized
      Signer for M-Tron
Industries

                    


            

          

        

      

       

      
        
          
            	
                    LENDER:

                  
	 
      
	
                    FIRST
      NATIONAL BANK OF OMAHA

                  
	 
      
	 
      
	
                    X

                  	
                    
                      /s/
      Justin M. Mahoney

                    

                  
	 
      	
                    Justin
      M. Mahoney, Second Vice
President