Exhibit 10.1
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SECOND AMENDMENT TO
LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (the "Second Amendment") is
and entered into this 15th day of February, 2001, by and between HE
INDUSTRIES, INC., a Delaware corporation, having offices at 10 Industry Dr
Lancaster, Pennsylvania 17603 (the "Borrower") and ALLFIRST BANK, a Mary
state-chartered commercial bank successor to The First National Bank
Maryland, a division of FMB Bank, having offices at 1703 Oregon Pike, Lancas
Pennsylvania 17601 (the "Lender").
B A C K G R O U N D:
A. Borrower has borrowed from Lender and desires to continue to borrow
Lender in connection with the operation of Its business(es). On February
1999 the parties entered Into a Loan Agreement relative to a Revolving Loan
a Mortgage Loan (the "Agreement"). On January 11th, 2000, the parties ent
into an Amendment to Loan Agreement (the "Amendment") relative to the Agreem
The Agreement and Amendment are incorporated herein by reference and made a
hereof. All capitalized terms used herein without definition which are def
in the Agreement shall have the meanings set forth therein.
B. The parties desire to further amend the Agreement.
C. Borrower has no defense, charge defalcation, claim, plea, demand or
off against the Agreement, Amendment or any of the Loan Documents.
NOW, THEREFORE, for valuable consideration, receipt of which is he
acknowledged, and intending to be legally bound hereby, the parties he
covenant and agree as follows:
1. That the above Background is incorporated herein by reference.
2. That Section 1.1 of the Agreement is amended to extend the cur
Revolving Loan Maturity Date from January 31, 2002 to January 31, 2003.
3. That the terms and conditions, paragraph sections, collateral
guaranty requirements, representations and warranties of the Agreement,
Amendment and Loan Documents, together with all understandings by
between the parties to this Second Amendment evidenced by writings of
same or subsequent date not in conflict with the above modifications u
this Second Amendment shall remain In full force and effect as
agreement of the parties relative to the Loans, and are hereby ratif
reaffirmed and confirmed.
4. That all references to the Agreement, the Amendment, the
Documents and the other documents and Instruments delivered pursuant t
in connection therewith as well as in writings of the same or subseq
date, shall mean the Agreement as amended hereby and as each may in
future be amended, restated, supplemented or modified from time to t
Similarly, all references to The First National Bank of Maryland
division of FMB Bank, shall be deemed to have been made and to refe
Allfirst Bank, successor to The First National Bank of Maryland, a divi
of FMB Bank.
5. That the parties hereto shall, at any time, and from time to
following the execution of this Second Amendment, execute and deliver
such further instruments and take all such further action as ma
reasonably necessary or appropriate in order to carry out the provision
this Second Amendment, as well as in the Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendmen
be executed by their respective duly authorized officers all as of the day
year first above written.
ATTEST: HERLEY INDUSTRIES, INC.
a Delaware corporation
________________________ By:________________________
Title:__________________ Title:_____________________
________________________ By:________________________
Title:__________________ Title:_____________________
ALLFIRST BANK, successor to The First
National Bank of Maryland, a Division
of FMB Bank
By:__________________________________
Title:_______________________________