FIFTH AMENDMENT TO LOAN AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AGREEMENT (the "Fifth Amendment"), is made and entered into
this __3rd___ day of ___March___, 2006, by and among HERLEY INDUSTRIES, INC. (the "Borrower"),
MANUFACTURERS AND TRADERS TRUST COMPANY, successor in interest to Allfirst Bank, and
FULTON BANK (each a "Lender" and collectively, the "Lenders") and MANUFACTURERS AND
TRADERS TRUST COMPANY, successor in interest to Allfirst Bank, 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 June 19, 2002, 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, 2003, a Second
Amendment to Loan Agreement dated April 20, 2004, a Third Amendment to Loan Agreement dated January
28, 2005 and a Fourth Amendment to Loan Agreement dated June __9th____, 2005 (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
B. Borrower has requested Lenders to amend certain provisions of the Loan Agreement.
C. The parties desire to enter into this 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 Section 1.1 of the Loan Agreement be and hereby is amended by amending the definition of "Revolving
Credit Maturity Date" to read in its entirety as follows:
"Revolving Credit Maturity