Item 1.01. Entry into a Material Definitive Agreement.

On July 9, 2008, The LGL Group, Inc., through its subsidiaries M-tron Industries, Ltd. and Piezo Technology, Inc. (collectively, "MtronPTI"), and First National Bank of Omaha ("FNBO") executed a Fifth Amendment to the Loan Agreement, dated June 30, 2008 (the "Amendment"), amending that certain loan agreement, dated October 14, 2004, by and among such parties (the "Loan Agreement"). The Amendment (i) extends the short-term credit facility under the Loan Agreement to June 30, 2009 and (ii) evidences the previous extension of the term loan (effected January 24, 2008 by a promissory note issued by MtronPTI for the benefit of FNBO) under the Loan Agreement to January 24, 2013. In addition, the Amendment amends certain definitions and financial covenants under the Loan Agreement by (i) deleting the minimum working capital requirement; (ii) changing the minimum tangible net worth requirement to $7.0 million; (iii) deleting the limitation on capital expenditures in any given year; (iv) changing the minimum ratio of current assets to current liabilities to 1.5 to 1.0; and (v) changing the maximum ratio of total liabilities to tangible net worth to 2.75 to 1.00.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 10.1 Fifth Amendment to the Loan Agreement, dated June 30, 2008, by and among M-tron Industries, Inc., Piezo Technology, Inc. and First National Bank of Omaha, and acknowledged and guaranteed by The LGL Group, Inc.

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