THIRD AMENDMENT TO LOAN AGREEMENT
THIS THIRD AMENDMENT TO LOAN AGREEMENT (the "Third Amendment") is made and entered into
this 28th day of January, 2002, by and between HERLEY INDUSTRIES, INC., a Delaware corporation,
having offices at 3061 Industry Drive, Lancaster, Pennsylvania 17603 (the "Borrower") and ALLFIRST BANK,
a Maryland state- chartered commercial bank, successor to The First National Bank of Maryland, a division of
FMB Bank, having offices at 1703 Oregon Pike, Lancaster, Pennsylvania 17601 (the ALender@).
B A C K G R O U N D :
A. Borrower has borrowed from Lender and desires to continue to borrow from Lender in connection with the
operation of its business(es). On February 16, 1999, the parties entered into a Loan Agreement relative to a
Revolving Loan and a Mortgage Loan, which was amended by an Amendment to Loan Agreement dated
January 11, 2000, and by a Second Amendment to Loan Agreement dated February 15, 2001 (as amended, the
AAgreement@). The Agreement is incorporated herein by reference and made a part hereof. All capitalized
terms used herein without definition which are defined 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 set-off against the 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 Agreement is amended to extend the current Revolving Loan Maturity Date from
January 31, 2003, to January 31, 2004.
3. That Section 2.5 of the Agreement is amended to provide that interest will accrue on the outstanding principal
balance of the Revolving Loan at a rate per annum equal to the Federal Funds Target Rate as established by the
Federal Open Market Committee of the Feder