EXHIBIT 10.17
FOURTH AMENDMENT TO LOAN AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AGREEMENT
(the "Fourth Amendment"), is made
and entered into this 30 day of July, 2009, by and among HERLEY
INDUSTRIES, INC.
(the "Borrower"), MANUFACTURERS AND TRADERS TRUST COMPANY and PNC
BANK, NATIONAL
ASSOCIATION, successor to Bank of Lancaster County, a division of
BLC Bank N.A.,
successor to Bank of Lancaster County, N.A. (each a
"Lender" and collectively,
the "Lenders") and MANUFACTURERS AND TRADERS TRUST
COMPANY, as agent (in such
capacity, the "Agent").
B A C K G R O U N D
A. Borrower has
borrowed from Lenders and desires to continue to borrow
from Lenders in connection with the operation of its
business(es). On April 30,
2007, the parties entered into a Loan
Agreement, upon which monies have been
advanced, which was amended by an Amendment to Loan Agreement dated
May 2, 2008,
a Second Amendment to Loan Agreement
dated September 11, 2008 and a Third
Amendment to Loan Agreement dated
May 4, 2009 (as amended,
the "Loan
Agreement"). The Loan Agreement is incorporated herein
by reference and made a
part hereof. All capitalized terms used herein
without definition which are
defined in the Loan Agreement shall have the meanings set forth
therein.
B. Borrower has requested Lenders to
amend certain provisions of the Loan
Agreement.
C. The parties desire to enter into
this Fourth Amendment to effectuate
such amendments.
D. Borrower has no defense,
charge, defalcation, claim, plea, demand or
set-off against the Loan Agreement or any of the Loan
Documents.
NOW, THEREFORE, for
valuable consideration, receipt of which is hereby
acknowledged, and intending to be legally
bound hereby, the parties hereto
covenant and agree as follows:
1. That the above Background is
incorporated herein by reference.
2. That the definition of
"Debt Service Coverage Ratio"
contained in
Section 1.1 of the Loan Agreement be and hereby is
modified, effective for the
fiscal quarter ending August 2, 2009, to
exclude from the rolling four (4)
quarter calculation a $10,000,000.00 provision for employment
settlement costs.
This modification will reduce and eventually terminate
as the charge rolls out
of the calculation.
3. That the Borrower shall pay to the
Agent for the ratable benefit of the
Lenders a modification fee in the amount of
$20,000.00 upon execution of this
Fourth Amendment.
4. That the Borrower
reaffirms and restates the
representations and
warranties set forth in Section 7 of the Loan
Agreement, as amended by this
Fourth Amendment, and all such representations and warranties
shall be true and
correct on the date hereof with the
same&
