FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT, TERM LOAN AND SECURITY AGREEMENTS, AND RELATED DOCUMENTS

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Exhibit 10.18

FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT,
TERM LOAN AND SECURITY AGREEMENTS, AND RELATED DOCUMENTS

        This Fourth Amendment to Revolving Credit and Security Agreement, Term Loan and Security Agreements, and Related Documents ("Agreement") is executed by ALLIED MOTION TECHNOLOGIES, INC. ("Allied Motion"), MOTOR PRODUCTS CORPORATION ("Motor Products"), ALLIED MOTION CONTROL CORPORATION ("Allied Motion Control"), EMOTEQ CORPORATION ("Emoteq"), COMPUTER OPTICAL PRODUCTS, INC. ("Computer Optical"), AMOT I, INC. ("AMOT I"), AMOT II, INC. ("AMOT II"), AMOT III, INC. ("AMOT III"), STATURE ELECTRIC, INC. f/k/a AMOT, Inc. ("New Stature"), AHAB INVESTMENT COMPANY ("Ahab"), PNC BANK, NATIONAL ASSOCIATION ("Agent") as agent for itself, Silicon Valley Bank, and any other lenders under the Revolving Credit Agreement (collectively "Lenders"), PNC BANK, NATIONAL ASSOCIATION ("PNC"), and SILICON VALLEY BANK ("SVB") for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of November 1, 2005. Hereinafter, Allied Motion, Motor Products, Emoteq, Computer Optical, AMOT I, AMOT II, AMOT III, New Stature, and Ahab may be referred to individually as a "Borrower" and collectively as the "Borrowers."

Recitals

        A.    Borrowers executed and delivered to Agent and Lenders a Revolving Credit and Security Agreement and other loan documents on and after May 7, 2004. Hereinafter, the Revolving Credit and Security Agreement and any amendments, modifications, replacements or substitutions thereto may be referred to collectively as the "Revolving Credit Loan Agreement" and the Revolving Credit Loan Agreement, any related loan documents, and any amendments, modifications, replacements or substitutions to any of the foregoing may be referred to collectively as the "Revolving Credit Loan Documents".

        B.    Borrowers executed and delivered to PNC a Term Loan and Security Agreement and other loan documents on and after May 7, 2004. Hereinafter, the Term Loan and Security Agreement and any amendments, modifications, replacements or substitutions thereto may be referred to collectively as the "PNC Term Loan Agreement" and the PNC Term Loan Agreement, any related loan documents, and any amendments, modifications, replacements or substitutions to any of the foregoing may be referred to collectively as the "PNC Term Loan Documents.

        C.    Borrower executed and delivered to SVB a Term Loan and Security Agreement and other loan documents on and after May 7, 2004. Hereinafter, the Term Loan and Security Agreement and any amendments, modifications, replacements or substitutions thereto may be referred to collectively as the "SVB Term Loan Agreement" and the SVB Term Loan Agreement, any related loan documents, and any amendments, modifications, replacements or substitutions to any of the foregoing may be referred to collectively as the "SVB Term Loan Documents".

        D.    Borrowers wish to modify the Revolving Credit Loan Documents, PNC Term Loan Documents, and SVB Term Loan Documents (collectively "Loan Documents") as set forth in this Agreement.

        E.    Agent, Lenders, PNC and SVB are unwilling to modify the Loan Documents unless Borrowers execute and agree to abide by the terms and conditions set forth in this Agreement.

Agreements

        1.     Borrowers hereby acknowledge the validity and enforceability of the Loan Documents and reaffirm the truth and accuracy of all of the representations, warranties and other statements contained in the Loan Documents as of the date of this Agreement.

        2.     The outstanding principal balance on Borrowers' obligations to Lenders under the Revolving Credit Loan Documents amounted to approximately $4,737,432.33 as of November 1, 2005 and interest, fees, and expenses are accruing thereon as set forth in the Revolving Credit Loan Documents.

        3.     The outstanding principal balance on Borrowers' obligations to PNC under the PNC Loan Documents amounted to approximately $3,990,880.00 as of November 1, 2005 and interest, fees, and expenses are accruing thereon as set forth in the Loan Documents.

        4.     The outstanding principal balance on Borrowers' obligations to SVB under the SVB Loan Documents amounted to approximately $1,624,999.96 as of November 1, 2005 and interest, fees, and expenses are accruing thereon as set forth in the Loan Documents.

        5.      Section 6.6 of the Revolving Credit Loan Agreement hereby are amended to read:

6.6 Fixed Charge Coverage Ratio . Maintain a Fixed Charge Coverage ratio of not less than (a) 1.25 to 1.00 for the period from the date of this Agreement to September 29, 2005, (b) 1.10 to 1.00 for the period from on September 30, 2005 to March 31, 2006; and (c) 1.25 to 1.00 at all times after March 31, 2006, in each case, measured as of the end of each calendar quarter. The calculations of Fixed Charge Coverage Ratio shall not include: (i) on and after September 30, 2004, the results of operations from the date of acquisition and the assets or liabilities of Allied Motion Technologies B.V. or any of its Dutch affiliates; or (ii) on and after September 30, 2005, non-financed capital expenditures pertaining to the commencement of Borrowers' business operations in the Peoples' Republic of China that have been or shall be incurred in calendar year 2005.

        6.      Sections 5 and 6 of the First Amendment to Revolving Credit and Security Agreement, Term Loan and Security Agreements, and Related Documents among Borrowers, Agent, and Lenders dated as of August 19, 2004 hereby are amended to read:

5. Notwithstanding anything to the contrary contained in the Loan Documents but subject to the terms and conditions set forth in Section 6 below, Agent, Lenders, PNC and SVB hereby acknowledge and agree that:

        (a)   Allied Motion shall be entitled to form and own 100% of the outstanding stock of Allied Motion Technologies B.V. ("Allied Motion B.V.");

        (b)   Allied Motion B.V. shall be entitled to acquire 100% of Premotec Beheer, B.V.'s ("Beheer") stock;

        (c)   Allied Motion B.V. shall be entitled to obtain a loan ("First Fortis Bank Loan") in the principal amount of 1,600,000.00 Euros or less in the aggregate from Fortis Bank (Nederland) N.V. ("Fortis Bank") and Precision Motor Technology B.V. ("Precision Motor") shall be entitled to obtain a loan ("Second Fortis Bank Loan") in the principal amount of 200,000 Euros or less in the aggregate from Fortis Bank (collectively, "Fortis Bank Loans");

        (d)   Precision Motor shall be entitled to obtain a loan ("Fortis Commercial Loan") in the principal amount of 1,500,000.00 Euros or less in the aggregate from Fortis Commercial Finance, N.V. ("Fortis Commercial");

        (e)   Precision Motor shall be entitled to lease equipment containing a purchase price of 250,000 Euros or less from Fortis Bank ("Fortis Bank Lease");

        (f)    Allied Motion shall be entitled to pay $450,000.00 or less of the closing costs associated with Allied Motion's purchase of Beheer's stock, the First Fortis Bank Loan, and the Fortis Commercial Loan; and

        (g)   Allied Motion shall be entitled t