Exhibit 10.2
FIRST MODIFICATION TO PROMISSORY NOTE
THIS MODIFICATION TO PROMISSORY NOTE (this "Modification") is
entered into as of November 17, 2008, by and between PRO-DEX, INC.
("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION
("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the
terms and conditions of that certain Revolving Line of Credit Note
in the maximum principal amount of $4,000,000.00, executed by
Borrower and payable to the order of Bank, dated as of November 1,
2007 (the "Note"), which Note is subject to the terms and
conditions of a loan agreement between Borrower and Bank dated as
of November 1, 2007, as amended from time to time (the "Loan
Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the
terms and conditions set forth in the Note, and have agreed to
modify the Note to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree that the Note shall be modified as follows:
1. The fixed rate of interest
applicable to the Note is hereby modified to be two and one half
percent (2.50%) above LIBOR in effect on the first day of each
Fixed Rate Term.
2
