8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 26, 2012

ELECSYS CORPORATION

(Exact name of registrant as specified in its charter)

KANSAS	0-22760	48-1099142
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Identification Employer No.)

846 N. Mart-Way Court, Olathe, Kansas	66061
(Address of principal executive offices)	(Zip Code)

 Registrant’s telephone number, including area code (913) 647-0158

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

On October 26, 2012, Elecsys Corporation (the “Company”) entered into a Third Amendment to Secured Loan Agreement (the “Amendment”) with UMB Bank, N.A. (the “Bank”) pursuant to which the Company modified and amended certain terms of its Secured Loan Agreement with the Bank dated October 30, 2009, as amended October 21, 2010 and October 28, 2011 (the “Loan Agreement”).  The Amendment extends the maturity date under the Loan Agreement one year to October 30, 2014 and removes the reference in the Loan Agreement to an interest rate floor.  Except as expressly modified and amended by the Amendment, the terms and conditions of the Loan Agreement remain in full force and effect.

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as an exhibit hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01  Financial Statements and Exhibits

(d)        EXHIBITS.  The following exhibits are filed herewith:

Exhibit No.            Description of Exhibit

10.1 Third Amendment to Secured Loan Agreement dated October 26, 2012 with UMB Bank, N.A.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  October 26, 2012

ELECSYS CORPORATION

By:	/s/ Todd A. Daniels
	Todd A. Daniels
	Vice President and Chief Financial Officer

EX-10.1

THIRD AMENDMENT TO SECURED LOAN AGREEMENT

THIS THIRD AMENDMENT TO SECURED LOAN AGREEMENT (“Third Amendment”) dated October 26, 2012, is made by and among Elecsys Corporation, a Kansas corporation (“Elecsys”), Elecsys International Corporation, a Kansas corporation (“International,” and together with Elecsys, “Borrower”) and UMB Bank, N.A. (“Lender”) to modify and amend that certain Secured Loan Agreement dated as of October 30, 2009, between Elecsys and Lender. as amended by First Amendment to Secured Loan Agreement dated October 21, 2010 and by Second Amendment to Secured Loan Agreement dated October 28, 2011, each among Borrower and Lender (as so amended, the “Loan Agreement”).  Terms used but not herein defined shall have the meanings ascribed thereto in the Loan Agreement.

WHEREAS, Borrower has requested an extension of the Revolving Credit Maturity Date; and

WHEREAS, UMB is willing to provide such extension on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the parties mutually agree as follows:

1.Amendment of Section 1.01.  Section 1.01 of the Loan Agreement is amended by deleting the definition of “Revolving Credit Maturity Date” in its entirety and replacing it with the following:

 “Revolving Credit Maturity Date” means October 30, 2014.

2.Amendment of Section 2.02.  Section 2.02 of the Loan Agreement is amended by remove the reference to an interest rate floor, by deleting the phase “, but in no event less than three and one-half percent (3.5%).”

3.Conditions Precedent.  Lender’s obligations hereunder and under the Loan Agreement as amended hereby are subject to, and this Third Amendment shall become effective upon, the date (the “Effective Date”) of Borrower’s compliance on the date hereof with the following specific conditions:

(a)The execution and delivery of this Third Amendment by all parties hereto.

(b)Each of Elecsys and International shall deliver to Lender a certified copy of resolutions executed by its Board of Directors authorizing the execution and delivery of this Third Amendment and such Borrower’s performance hereunder.

4.Miscellaneous.

(a)Borrower hereby confirms that all of the covenants, representations and warranties made in Sections 5, 6, and 7 of the Agreement are true and correct as of the

date hereof and that no Default or Event of Default as defined in the Agreement has occurred and is continuing.

 (b)This Third Amendment may be executed in two or more counterparts, each of which shall constitute an original but when taken together shall constitute but one agreement.  The exchange of copies of this Third Amendment and of the signature pages hereof by facsimile transmission shall constitute effective execution and delivery of this Third Amendment as to the parties and may be used in lieu of the originals thereof for all purposes.  Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

(c)All terms and conditions of the Loan Agreement not expressly amended hereby shall remain in full force and effect as if this Third Amendment had not been executed and delivered.

5.Oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable, regardless of the legal theory upon which it is based that is in any way related to the Loan Agreement.  To protect Borrower and UMB from misunderstanding or disappointment, any agreements Borrower and UMB reach covering such matters are contained in the Loan Agreement as amended hereby, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Secured Loan Agreement as of the day and year first written above.

UMB BANK, N.A. ELECSYS CORPORATION

By:	/s/ S. Scott Heady	By:	/s/ Karl B. Gemperli
Name:	S. Scott Heady	Name:	Karl B. Gemperli
Title:	Senior Vice President	Title:	President & CEO

ELECSYS INTERNATIONAL CORPORATION

By:	/s/ Karl B. Gemperli
Name:	Karl B. Gemperli
Title:	President & CEO