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

Exhibit 99.5

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

This Second 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 15, 2004.  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 $4,263,427.14 as of November 15, 2004 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 $4,643,840.00 as of November 15, 2004 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 $2,708,333.32 as of November 15, 2004 and interest, fees, and expenses are accruing thereon as set forth in the Loan Documents.

5.                                       Section 6.5 of the Revolving Credit Loan Agreement shall be amended to read:

6.5                                 Tangible Net Worth.  Commencing on the Closing Date and continuing through June 30, 2004, maintain a minimum Tangible Net Worth of $4,300,000.00 at all times.  Commencing on July 1, 2004 and continuing through the end of such calendar quarter, maintain at all times a minimum Tangible Net Worth equal to $4,300,000.00 plus fifty percent (50%) of Borrowers’ positive net income on a consolidated basis for the quarter ending June 30, 2004.  Commencing on the first day of each subsequent calendar quarter and continuing through the end of such calendar quarter, maintain at all times a minimum Tangible Net Worth equal to the sum of the prior calendar quarter’s required minimum Tangible Net Worth plus fifty percent (50%) of Borrowers’ positive net income on a consolidated basis for the prior calendar quarter.  Tangible Net Worth shall be measured as of the end of each month.  The calculations of Tangible Net Worth on and after September 30, 2004 shall not include the results of operations from the date of acquisition and the assets or liabilities of Allied Motion Technologies, B.V., Precision Motor Technology B.V. and Premotec Beheer, B.V.

6.                                       Section 6.6 of the Revolving Credit Loan Agreement shall be amended to read:

6.6                                 Fixed Charge Coverage Ratio.  Maintain a Fixed Charge Coverage ratio of not less than 1.25 to 1.00 measured as of the end of each calendar quarter.  The calculations of Fixed Charge Coverage Ratio on and after September 30, 2004 shall not include the results of operations from the date of acquisition and the assets or liabilities of Allied Motion Technologies, B.V., Precision Motor Technology B.V. and Premotec Beheer, B.V.

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7.                                       Borrowers hereby release, waive and forever discharge Lender and its shareholders, directors, officers, employees, and agents from all known and unknown, absolute and contingent, claims, defenses, setoffs, counterclaims, causes of action, actions, suits or other legal proceedings of any kind existing or accrued as of the date of this Agreement.

8.                                       Borrowers shall be, jointly and severally, liable for the payment and performance of all of their present and future obligations under the Loan Documents and all of such obligations shall be secured by all of the collateral described in the Loan Documents.

9.                                       Borrowers, jointly and severally, hereby represent and warrant to and covenant with Lender that Lender’s liens, security interests, encumbrances and claims against the collateral described in the Loan Agreement and other Loan Documents shall continue to be prior and superior to any other liens, security interests, encumbrances or claims of any kind except for those specifically provided otherwise in the Loan Documents.  Borrowers, jointly and severally, represent and warrant to Lender that no event of default exists under the Loan Documents as of the date of this Agreement and no material adverse changes have occurred in Borrowers’ financial condition since the date of the last financial statements provided to Agent.

10.                                 The Loan Documents shall remain in full force and effect except as amended by this Agreement and any additional Loan Documents.

11.                                 Borrowers, jointly and severally, shall pay all of Agent’s, Lenders’, PNC’s and SVB’s attorneys’ fees and other expenses incurred in connection with the negotiation, drafting, execution, filing and recording of this Agreement and any related Loan Documents.  The amounts described in this paragraph shall be in addition to, and not in lieu of, the interest, fees and other charges owing under the Loan Documents.

12.                                 Borrowers shall take any additional actions and execute and deliver to Lender any additional documents reasonably requested by Lender to carry out the intent and purposes of this Agreement and any related Loan Documents.

13.                                 This Agreement and any related documents shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto.

14.                                 This Agreement shall be governed by the laws of the State of Colorado.

15.                                 The parties hereto consent to the jurisdiction and venue of any Court located in the City and County of Denver, State of Colorado, in the event of any litigation pertaining to this Agreement or any related Loan Document or the enforcement of any liability, obligation, right or remedy described therein.

16.                                 This Agreement may be executed in counterparts and shall be effective when at least one (1) counterpart has been executed by each party hereto.

17.                                 This Agreement and the various documents described herein represent the complete and integrated understanding between the parties pertaining to the subject matter hereof.  All prior and contemporaneous understandings and agreements, written or oral, express or implied, shall be of no further force and effect to the extent inconsistent herewith.

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18.                               THE PARTIES HERETO WAIVE THEIR RESPECTIVE RIGHTS TO DEMAND A JURY TRIAL IN THE EVENT OF ANY LITIGATION PERTAINING TO THIS AGREEMENT, ANY RELATED LOAN DOCUMENTS, OR THE ENFORCEMENT OF ANY LIABILITY, OBLIGATION, RIGHT OR REMEDY DESCRIBED THEREIN.

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The foregoing instrument was acknowledged before me this          day of January, 2005, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the Chief Executive Officer of Allied Motion Technologies Inc., a Colorado corporation, on behalf of the corporation.

WITNESS MY HAND AND OFFICIAL SEAL

The foregoing instrument was acknowledged before me this          day of January, 2005, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the Vice President of Motor Products Corporation, a Delaware corporation, on behalf of the corporation.

WITNESS MY HAND AND OFFICIAL SEAL

The foregoing instrument was acknowledged before me this          day of January, 2005, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the President of Allied Motion Control Corporation, a Colorado corporation, on behalf of the corporation.

WITNESS MY HAND AND OFFICIAL SEAL

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The foregoing instrument was acknowledged before me this          day of January, 2005, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the President of Emoteq Corporation, a Colorado corporation, on behalf of the corporation.

WITNESS MY HAND AND OFFICIAL SEAL

The foregoing instrument was acknowledged before me this          day of January, 2005, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the President of Computer Optical Products, Inc., a Colorado corporation, on behalf of the corporation.

WITNESS MY HAND AND OFFICIAL SEAL

The foregoing instrument was acknowledged before me this          day of January, 2005, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the President of AMOT I, INC., a Delaware corporation, on behalf of the corporation.

WITNESS MY HAND AND OFFICIAL SEAL

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The foregoing instrument was acknowledged before me this          day of January, 2005, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the President of AMOT II, INC., a Delaware corporation, on behalf of the corporation.

WITNESS MY HAND AND OFFICIAL SEAL

The foregoing instrument was acknowledged before me this          day of January, 2005, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the President of AMOT III, INC., a Delaware corporation, on behalf of the corporation.

WITNESS MY HAND AND OFFICIAL SEAL

The foregoing instrument was acknowledged before me this          day of January, 2005, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the President of Stature Electric, Inc. f/k/a AMOT, Inc., a Pennsylvania corporation, on behalf of the corporation.

WITNESS MY HAND AND OFFICIAL SEAL

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The foregoing instrument was acknowledged before me this          day of January, 2005, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the President of Ahab Investment Company, a Delaware corporation, on behalf of the corporation.

WITNESS MY HAND AND OFFICIAL SEAL

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