TERM LOAN AGREEMENT Dated as of May 2, 2007 by and between GLOBECOMM SYSTEMS INC. and CITIBANK, N.A.

(h)    Acquisition.    The Bank shall have received certified true, correct and complete copies of each Acquisition Document, including, without limitation the Asset Purchase Agreement and the schedules and exhibits thereto, which documents shall be in form and substance reasonably satisfactory to the Bank and its counsel shall be reasonably satisfied with all legal and business aspects of the Acquisition, including the structure, the costs of such transaction and the valuation of the assets to be purchased thereunder.

(i)    Consummation of Acquisition.    Simultaneously with the funding of the Term Loan, the Bank shall have received, (a) a certificate of an Executive Officer of the Company certifying that (i) the Acquisition has been consummated (other than the payment of the purchase price) in accordance with the terms of the Acquisition Documents and in compliance with all laws, (ii) that all conditions precedent with respect to the consummation of the Acquisition have been satisfied, (iii) no party to the Acquisition has waived the fulfillment of any material condition precedent set forth therein to the consummation of the Acquisition, (iv) no party has failed to perform any of its obligations thereunder and (v) nothing has come to the attention of the Company which would cause it to believe that any of the representations or warranties of the Target Company and contained in the Asset Purchase Agreement were false or misleading when made or when reaffirmed on the date of funding of the Term Loan, (b) evidence that the purchase price paid by the Company pursuant to the Acquisition shall not exceed $18,500,000, and (c) evidence that the Company and Target Company has approved the Acquisition.

(j)    Value.    The Bank shall be reasonably satisfied that, immediately following the consummation of the Acquisition and the transactions contemplated by this Agreement (including, without limitation, the funding of the Term Loan), (a) the fair value of the assets of the Company will exceed its Indebtedness (including Subordinated Indebtedness), (b) the present fair saleable value of the property and assets of the Company will be greater than the amount required to pay the probable liabilities of its Indebtedness (including Subordinated Indebtedness), (c) the Company will be able to pay its Indebtedness (including Subordinated Indebtedness), as such Indebtedness sh all mature, and (d) the Company shall not have unreasonably small capital in order to conduct the business in which it is engaged. All of the foregoing conditions shall be deemed to be satisfied if the financial information provided by the Company, including, but not limited to the financial information of the Target Company, shall be true and correct.

(k)    Due Diligence Report and/or Field Examination.    The Bank shall have received, prior to the Closing Date, a due diligence report conducted by the Company with respect to the assets, liabilities and books and records of the Target Company, all in form and substance reasonably satisfactory to the Bank, provided that if such due diligence report is not delivered to the Bank within ten (10) days prior to the Closing Date or if such due diligence report is unsatisfactory to the Bank, in its reasonable discretion, the Bank may conduct its own field examination of the assets, liabilities and books and records of the Target Company, the reasonable and actual cost of w hich shall be reimbursed by the Company on the Closing Date.

(l)    Financial Statements of Target Company; Pro Forma Covenant Compliance.    The Bank shall have received, at least fifteen (15) days prior to the Closing Date, Consolidated financial statements for the Target Company and its Subsidiaries as at December 31, 2006 and for the fiscal year then ended, together with a pro forma Consolidated balance sheet of the Company and its Subsidiaries which shall be based upon the financial statements of the Target Company as at December 31, 2006 which shall fairly reflect the co nsummation of the Acquisition and which shall demonstrate to the satisfaction of the Bank pro forma compliance with the financial covenants of Section 7.13 hereof, all of which shall be in form and substance satisfactory to the Bank.

(m)    Insurance.    The Bank shall receive, on or prior to the Closing Date, certificates of insurance covering the personal property and the business of the Company and the Guarantors (including with respect to general liability and products liability insurance), which certificates shall designate the Bank as the loss payee and additional insured, in form and substance reasonably satisfactory to the Bank together with copies of the related insurance policies with proper endorsements to reflect the Bank’s interests.

(n)    Due Diligence.    The Bank shall have results satisfactory to it of its due diligence checkings with respect the Company, the Guarantors and the Target Company, including, without limitation, litigation checkings, customer checkings, bank checkings, judgment, tax and bankruptcy searches, in all jurisdictions deemed necessary by the Bank and its counsel.

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(o)    Completion of Proceedings.    All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by the Loan Documents shall be reasonably satisfactory in form and substance to the Bank and its counsel.

(p)    Other Information, Documentation.    The Bank shall receive such other consents, approvals and further information and documentation as it may reasonably require, including, but not limited, to any information or documentation relating to compliance by the Company and each Guarantor with the requirements of all federal, state and local laws, ordinances, rules, regulations or policies governing the use, storage, treatment, transportation, refinement, handling, production or disposal of Hazardous Materials and in connection with the Acquisition.

(q)    Representations and Warranties.    The representations and warranties by the Company and each Guarantor pursuant to this Agreement and the Loan Documents to which each is a party shall be true and correct in all material respects and an Executive Officer shall deliver a certificate to the Bank with respect thereto.

(r)    No Default.    The Company and each Guarantor shall be in compliance with all the terms and provisions set forth herein or in any other Loan Document on their part to be observed or performed, and no Default or Event of Default, shall have occurred and be continuing on the Closing Date or will result after giving effect to the Term Loan requested.

ARTICLE VI
AFFIRMATIVE COVENANTS

The Company covenants and agrees with the Bank that so long as the Term Loan remains in effect or any of the principal of or interest on the Note or any other Obligations hereunder shall be unpaid they will, and will cause each Guarantor to:

SECTION 6.01.    Corporate Existence, Properties, etc.    Do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and comply with all laws applicable to it; at all times maintain, preserve and protect all franchises and trade names and preserve all of its property used or useful in the conduct of its business and keep the same in good repair, working order and condition (ordinary wear and tear excepted), and from time to time make, or cause to be made, all needful and proper repairs, renewals, replacements, betterments and improvements thereto so that t he business carried on in connection therewith may be properly and advantageously conducted at all times; at all times keep its insurable properties adequately insured and maintain (i) insurance to such extent and against such risks, including fire, as is customary with companies in the same or similar businesses, (ii) workmen’s compensation insurance in the amount required by applicable law, and (iii) public liability insurance, which shall include product liability insurance, in the amount customary with companies in the same or similar business against claims for personal injury or death on properties owned, occupied or controlled by it, (iv) such other assistance as may be required by Law or may be reasonably required by the Bank. Each such policy of insurance of the Company and its Subsidiaries shall name the Bank as loss payee, additional insured and mortgagee, as the case may be, and shall provide for at least thirty (30) days’ prior written notice to the Bank of any modification or c ancellation of such policies. The Company shall provide to the Bank promptly upon receipt thereof evidence of the annual renewal of each such policy.

SECTION 6.02.    Payment of Indebtedness, Taxes, etc.

(a)    Pay all indebtedness and obligations, now existing or hereafter arising, as and when due and payable, except where (i) the validity, amount, or timing thereof is being contested in good faith and by appropriate proceedings, which proceedings shall include good faith negotiations, (ii) the Company or such Guarantor has set aside on its books adequate reserves with respect thereto in accordance with Generally Accepted Accounting Principles, and (iii) the failure to make such payment pending such contest could not reasonably be expected to have a Material Adverse Effect; provided that Company and each Guarantor will pay or cause to be paid all such indebtedness and obligations upon the commencement of proceedings to foreclose any lien which has attached as security therefore.

(b)    Pay and discharge or cause to be paid and discharged promptly all taxes, assessments and government charges or levies imposed upon it or upon its income and profits, or upon any of its property,

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real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that neither the Company nor any Guarantor shall be required to pay and discharge or cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings, and the Company or such Guarantor, as the case may be, shall have set aside on its books adequate reserves determined in accordance with Generally Accepted Accounting Principles with respect to any such tax, assessment, charge, levy or claim so contested; and further, provided that, subject to the foregoing provisos, the Company and each Guarantor will pay or cause to be paid all such taxes, assessments, charges, levies or claims upon the commencement of proceedings to foreclose any lien which has attached as security therefore.

SECTION 6.03.    Financial Statements, Reports, etc. Furnish to the Bank:

(a)    as soon as available and in any event within ninety (90) days of the end of the fiscal year of the Company, the audited consolidated financial statements of the Company and its Subsidiaries which shall include the consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year, together with the consolidated statement of income and statement of cash flows for the Company and its Subsidiaries for such fiscal year and as of the end of and for the prior fiscal year, all prepared in accordance with Generally Accepted Accounting Principles and accompanied by an opinion thereon of Ernst & Young, LLP or other nationally recognized independent certified public accountants reasonably acceptable to the Bank (the ‘‘Auditor’’) which opinion shall not include a going concern explanatory paragraph, or a qualification or exception as to the scope of the audit,

(b)    as soon as available and in any event within sixty (60) days after the end of each of the first, second and third fiscal quarters of the Company, the unaudited consolidated financial statements of the Company and its Subsidiaries, which shall include the unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of each such quarter, together with the consolidated statement of income and statement of cash flows of the Company and its Subsidiaries for each such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail stating in comparative form the respective figures for the corresponding date and period in the previous fiscal year, all prepared by or under the supervision of the Chief Financial Officer of the Company in accordance with Generally Accepted Accounting Principles (subject to year-end adjustments and except for the absence of notes thereto);

(c)    a certificate prepared and signed by the Auditor with each delivery required by clause (a) and a certificate prepared and signed by the Chief Financial Officer with each delivery required by clause (a) and (b), stating whether the Auditor or Chief Financial Officer, as the case may be, shall have obtained knowledge of any Default or Event of Default, together with a certificate of the Chief Financial Officer of the Company demonstrating that as of the last day of the relevant fiscal year or quarter, as applicable, the Company was in compliance with the financial condition covenants set forth in Section 7.13 hereof;

(d)    promptly after filing thereof, copies of all financial statements and reports that the Company sends to its shareholders, and copies of all regular, periodic and special financial information, proxy materials, reports and other information which the Company or any Guarantor shall file with the Securities and Exchange Commission;

(e)    promptly after submission to any government or regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the normal course of business and which could not reasonably be expected to result in a Material Adverse Effect;

(f)    promptly, from time to time, such other information regarding the operations, business affairs and condition, financial or otherwise, of the Company or any Guarantor as the Bank may reasonably request; and

(g)    The Bank acknowledges and agrees that the Company may satisfy the requirements of clauses (a) and (b) above by delivering to the Bank copies of the Company’s of the Company’s annual and quarterly reports on Forms 10K and 10Q, respectively.

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SECTION 6.04.    Access to Premises and Records.    Maintain financial records in accordance with Generally Accepted Accounting Principles and permit representatives of the Bank to have access during normal business hours to the premises of the Company (and upon reasonable advance notice so long as no Default or Event of Default has occurred and is then continuing) and each Guarantor upon request, and to examine and make excerpts from the minute books, books of accounts, reports and other records and to discuss the affairs, finances and accounts of the Company and the Guarantors with their respective principal officers or with their respective independent accountants and to conduct such audits (including, without limitation, field audits of the Company’s and each Guarantor’s accounts receivable and their respective books and records at the Company’s expense, as such representatives reasonably deem necessary.

SECTION 6.05.    Notice of Adverse Change.    Promptly notify the Bank in writing of (a) any change in the business or the operations which, in the good faith judgment of such officer, may have a Material Adverse Effect disclosing the nature thereof, and (b) any information which indicates that any financial statements which are the subject of any representation contained in this Agreement, or which are furnished to the Bank pursuant to this Agreement, fail, in any material respect, to present fairly the financial condition and results of operations purported to be presented therein, disclosing the nature thereof.

SECTION 6.06.    Notice of Default.    Promptly notify the Bank of any Default or Event of Default which shall have occurred, which notice shall include a written statement as to such occurrence, specifying the nature thereof and the action which is proposed to be taken with respect thereto.

SECTION 6.07.    Notice of Litigation.    Give the Bank prompt written notice of any action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency which, if adversely determined against the Company or any Guarantor on the basis of the allegations and information set forth in the complaint or other notice of such action, suit or proceeding, or in the amendments thereof, if any, could reasonably be expected to have a Material Adverse Effect.

SECTION 6.08.    ERISA.    Promptly deliver to the Bank a certificate by the Chief Financial Officer setting forth details as to such occurrence and such action, if any, which the Company, such Guarantor or such ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given to or filed with or by the Company, such Guarantor, ERISA Affiliate, the PBGC, a Plan participant or the Plan Administrator, with respect thereto: that a Reportable Event has occurred, that an accumulated funding deficiency has been incurred or an application may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Plan, that a Plan has been or may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA, that a Plan has an Unfunded Current Liability giving rise to a lien under ERISA, that proceedings may be or have been instituted to terminate a Plan, that a proceeding has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan, or that the Company, any Guarantor or any ERISA Affiliate will or may incur any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Plan under Section 4062, 4063, 4064, 4201 or 4204 of ERISA. The Company will deliver to the Bank a complete copy of the annual report (Form 5500) of each Plan required to be filed with the Internal Revenue Service. In addition to any cert ificates or notices delivered to the Bank pursuant to the first sentence hereof, copies of annual reports and any other notices received by the Company or any Guarantor required to be delivered to the Bank hereunder shall be delivered to the Bank no later than 10 days after the later of the date such report or notice has been filed with the Internal Revenue Service or the PBGC, given to Plan participants or received by the Company or a Guarantor.

SECTION 6.09.    Compliance with Applicable Laws.    Comply with the requirements of all applicable laws, rules, regulations and orders of any governmental authority.

SECTION 6.10.    Subsidiaries.    Promptly notify the Bank prior to the occurrence thereof, of the creation, establishment or acquisition, in any manner, of any Subsidiary of the Company or any Guarantor, not existing on the date hereof. The Company shall cause each such Subsidiary to execute a joinder agreement with respect to the Guaranty and the Security Agreement concurrently with the

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creation, establishment or acquisition of such Subsidiary and in connection therewith shall provide to the Bank a certificate of good standing with respect to such Subsidiary from the Secretary of the State of its organizational jurisdiction dated as of a recent date, a certified copy of the charter documents of such Subsidiary and the supporting documents identified in clauses (a) and (b) of Section 5.01(c) in each case with respect to such Subsidiary, together with a written opinion of counsel substantially in the form of Exhibit E attached hereby prepared with respect to such Subsidiary, as to the due execution, delivery and enforceability of such documents and such other matters as the Bank may request.

SECTION 6.11.    Default in Other Agreements.    Promptly notify the Bank of any default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which the Company or any Guarantor is a party which could reasonably be expected to have a Material Adverse Effect.

SECTION 6.12.    Operating Accounts.    Maintain its primary operating account at the Bank.

SECTION 6.13.    Environmental Laws.

(a)    Comply with and ensure compliance by all tenants and subtenants of their respective properties with the requirements of all federal, state and local laws, ordinances, rules, regulations or policies governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect, provide to the Bank all documentation in connection with such compliance that the Bank may reasonably request, and defend, indemnify, and hold harmless the Bank, its employees, agents, officers, and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs, or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way related to, (i) the presence, disposal, release, or threatened release of any Hazardous Materials on any property owned or occupied by the Company or any Guarantor; (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (iii) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, and/or (iv) any violation of laws, orders, regulations, requirements, or demands of government authorities, or any policies or requirements of the Bank of which the Company has been notified, which are based upon or in any way related to such Hazardous Materials including, without limitation, reasonable attorney fees and consultant fees, investigation and laboratory fees, court costs, and litigation expenses, except to the extent that any of the foregoing results from the gross negligence or willful misconduct of the party seeking indemnification.

(b)    Execute and cause each Guarantor to execute any and all documentation with respect to environmental matters as the Bank may request and such reasonable documentation shall be in form and substance reasonably satisfactory to the Bank.

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ARTICLE VII
NEGATIVE COVENANTS

The Company covenants and agrees with the Bank that so long as the Term Loan remains in effect or any of the principal of or interest on the Note or any other Obligations hereunder shall be unpaid, they will not, and will not cause or permit any Guarantor, directly or indirectly, to:

SECTION 7.01.    Liens.    Incur, create, assume or suffer to exist any Lien on any of their respective assets now or hereafter owned, other than:

(a)    Liens existing on the date hereof as set forth on Schedule II attached hereto but not any renewals or extensions thereof;

(b)    deposits under workmen’s compensation, unemployment insurance and social security laws;

(c)    Liens for taxes, assessments, fees or other governmental charges or the claims of material men, mechanics, carriers, warehousemen, landlords and other similar persons, the payment of which is not overdue or is being contested in good faith by appropriate proceedings (provided that the Company or such Guarantor has set aside on its books adequate reserves with respect thereto in accordance with GAAP (if any are so required), consistently applied, and the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect;

(d)    purchase money Liens for fixed or capital assets; provided, in each case, (x) no Default or Event of Default shall have occurred and be continuing or shall occur as a result of the grant of the proposed Lien, and (y) such purchase money Lien does not exceed 100% of the purchase price and encumbers only the property being acquired;

(e)    Liens granted to the Bank and any of its Affiliates, including renewals and extensions thereof; and

(f)    any attachment, judgment or similar Lien arising in connection with any court or governmental proceeding, provided that the execution or other enforcement of such Lien is effectively stayed within thirty (30) days and the claims secured thereby are being contested in good faith by appropriate proceedings.

SECTION 7.02.    Indebtedness.    Incur, create, assume or suffer to exist or otherwise become liable with respect to any Indebtedness, other than:

(a)    Indebtedness incurred prior to the date hereof as described in Schedule III attached hereto but not including any renewals or extensions thereof;

(b)    Indebtedness to the Bank and any of its Affiliates, including renewals and extensions thereof;

(c)    Indebtedness for trade payables incurred in the ordinary course of business provided such payables shall be paid or discharged when due;

(d)    taxes, assessments or other governmental charges or levies not yet delinquent or which are being contested in good faith by appropriate proceedings; provided, however, that adequate reserves with respect thereto are maintained on the books of the Company or any Guarantor in accordance with Generally Accepted Accounting Principles;

(e)    Indebtedness secured by purchase money liens as permitted under Section 7.01(d); and

(f)    Subordinated Debt.

SECTION 7.03.    Guaranties.    Guarantee, endorse, become surety for, or otherwise in any way become or be responsible for the Indebtedness or obligations of any Person, whether by agreement to maintain working capital or equity capital or otherwise maintain the net worth or solvency of any Person or by agreement to purchase the Indebtedness of any other Person, or agreement for the furnishing of funds, directly or indirectly, through the purchase of goods, supplies or services for the purpose of discharging the Indebtedness of any other Person or otherwise, or enter into or be a party to any contract for the purchase of merchandise, materials, supplies or other property if such contract provides that

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payment for such merchandise, materials, supplies or other property shall be made regardless of whether delivery of such merchandise, supplies or other property is ever made or tendered except:

(a)    guaranties executed prior to the date hereof as described on Schedule IV attached hereto but not including any renewals or extension thereof;

(b)    endorsements of negotiable instruments for collection or deposit in the ordinary course of business; and

(c)    guaranties of any Indebtedness under this Agreement or any other Indebtedness owing to the Bank and any of its Affiliates, including renewals and extensions thereof.

SECTION 7.04.    Sale of Assets.    Sell, assign, lease, transfer or otherwise dispose of any of their now owned or hereafter acquired respective properties and assets, whether or not pursuant to an order of a federal agency or commission, except for (i) the sale, assignment, lease, transfer or other disposition of inventory, each in the ordinary course of business, and (ii) the sale or other disposition of properties or assets no longer used or useful in the conduct of their respective businesses.

SECTION 7.05.    Sales of Notes.    Sell, transfer, discount or otherwise dispose of notes, accounts receivable or other obligations owing to the Company or any Guarantor, with or without recourse, except for collection in the ordinary course of business.

SECTION 7.06.    Loans and Investments.    Make or commit to make any advance, loan, extension of credit, or capital contribution to or purchase or hold beneficially any stock or other securities, or evidence of Indebtedness of, purchase or acquire all or a substantial part of the assets of, make or permit to exist any interest whatsoever in, any other Person, provided the Company and each Guarantor may (i) consummate the Acquisition, (ii) invest in Permitted Investments and (iii) make investments, loans and advances to Guarantors.

SECTION 7.07.    Nature of Business.    Change or alter the nature of its business, in any material respect, from the nature of the business engaged in by it on the date hereof.

SECTION 7.08.    Sale and Leaseback.    Enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, whether real or personal, used or useful in its business, whether now owned or hereafter acquired, if at the time of such sale or disposition it intends to lease or otherwise acquire the right to use or possess (except by purchase) such property or like property for a substantially similar purpose.

SECTION 7.09.    Federal Reserve Regulations.    Permit the Term Loan or the proceeds of the Term Loan to be used for any purpose which violates or is inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System.

SECTION 7.10.    Accounting Policies and Procedures; Tax Status.    Permit any change in the accounting policies and procedures the Company or any Guarantor, including a change in fiscal year, without the prior written consent of the Bank; provided, however, that any policy or procedure required to be changed by the FASB (or other board or committee of the FASB in order to comply with Generally Accepted Accounting Principles) may be so changed.

SECTION 7.11.    Hazardous Materials.    Cause or permit any of its properties or assets to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials, except in material compliance with all applicable federal, state and local laws or regulations, or cause or permit, as a result of any intentional or negligent act or omission on the part of the Company, any Guarantor or any tenant or subtenant, a release of Hazardous Materials in violation of applicable law or regulation onto such property or asset or onto any other property, in a manner that could reasonably be expected to lead to the imposition on the Company, such Guarantor or such property or asset of any liability or lien of any nature whatsoever under any Environmental Law.

SECTION 7.12.    Limitations on Fundamental Changes.    Merge or consolidate with, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now or hereafter acquired) to any Person, or acquire all or substantially all of the assets or the business of any Person or liquidate, wind up or dissolve or suffer any liquidation or

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dissolution, provided that, (a) the Company may consummate the Acquisition and (b) so long as no Event of Default has occurred and is then continuing and the Company has provided prior written notice to the Bank, any Subsidiary of the Company may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries of the Company.

SECTION 7.13.    Financial Covenants.

(a)    Minimum Debt Service Coverage Ratio.    Permit the Consolidated Debt Service Coverage Ratio to be less than 1.50:1.00, determined quarterly with respect to the most recently concluded four fiscal quarters for which financial statements have been delivered pursuant to Article VI hereof.

(b)    Minimum Consolidated Liquidity Ratio.    Permit the Consolidated Liquidity Ratio to be less than 0.75:1.00, at any time.

(c)    Minimum Consolidated Capital Base.    Permit the Consolidated Capital Base of the Company and its Subsidiaries to be less than $47,000,000 plus 75% of the Consolidated Net Income of the Company and its Subsidiaries plus 75% of the net proceeds received from any Subordinated Debt or any Equity Issuance, all for the period commencing January 1, 2007 and ending on the date of calculation.

(d)    Maximum Consolidated Leverage Ratio:    Permit the Consolidated Leverage Ratio to be more than 1.50:1.00, at any time.

(e)    Minimum Cash Balances.    Maintain in deposit accounts with the Bank an amount less than the sum of $6,000,000 plus any proceeds received from any credit or loan facility with CitiCapital.

SECTION 7.14.    Subordinated Debt.    Directly or indirectly prepay, defease, purchase, redeem, or otherwise acquire any Subordinated Debt.

SECTION 7.15.    Dividends.    Declare any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of stock of the Company or any Guarantor, whether now or hereafter outstanding, other than non-cash dividends, or make any other distribution in respect thereof, either directly or indirectly, whether in cash, securities or property or in obligations of the Company or any Guarantor or in any combination thereof, or permit any Affilia te to make any payment on account of, or purchase or otherwise acquire, any shares of any class of the stock of the Company or any Guarantor from any Person.

SECTION 7.16.    Transactions with Affiliates.    Enter into any transaction, including, without limitation, the purchase, sale, or exchange of property or the rendering of any service, with any Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of the Company’s or any of the Guarantor’s business and upon fair and reasonable terms no less favorable to the Company or such Guarantor then they would obtain in a comparable arms-length transaction with a Person not an Affiliate. For purposes hereof, Globecomm Systems Europe Ltd. shall b e deemed an Affiliate.

SECTION 7.17.    Impairment of Security Interest.    Take or omit to take any action which might or would have the result of effecting or impairing the security interest in any property subject to a security interest in favor of the Bank and neither the Company nor any Guarantor shall grant to any person any interest whatsoever in any property subject to a security interest in favor of the Bank.

SECTION 7.18.    Acquisition Documents.    Amend, restate, supplement or otherwise modify any Acquisition Documents, in any manner adverse to the interests of the Bank.

SECTION 7.19.    Negative Pledge.    Permit any lien, mortgage, security interest or encumbrance to exist upon any of the Company’s real property located in Hauppauge, New York, or upon the real property to be acquired by the Company (in connection with the Acquisition) in Laurel, Maryland.

SECTION 7.20.    Globecomm Systems Europe Ltd.    Notwithstanding anything to the contrary herein, neither the Company nor any Guarantor shall make any loans, advances or capital contributions to Globecomm Systems Europe Ltd. In the event that Globecomm Systems Europe Ltd. shall, at any time after the Closing Date, increase, in any material respect, its aggregate assets, Globecomm Systems Europe Ltd. shall comply with the provisions of Section 6.10 hereof as if it were a new Subsidiary of the Company.

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ARTICLE VIII
EVENTS OF DEFAULT

SECTION 8.01.    Events of Default.    In the case of the happening of any of the following events (each an ‘‘Event of Default’’):

(a)    failure by the Company to pay

(i)    the principal of the Term Loan as and when due and payable; or

(ii)    to pay interest on the Term Loan and any fees or other amounts payable under this Agreement and any other Loan Document, as and when due and payable, and such failure to pay shall continue for two (2) Business Days;

(b)    default shall be made in the due observance or performance of any covenant, condition or agreement of the Company or any Guarantor to be performed

(i)    pursuant to Article 6 of this Agreement (other than Section 6.03, Section 6.04, Section 6.06 and Section 6.13 hereof) and, in the case of this sub clause (i) only, such default shall continue unremedied for a period of ten (10) consecutive days or

(ii)    pursuant to any other provision of this Agreement or any other Loan Document that is not specifically addressed in Sections 8.01(a), (b)(i), (c) or (d) hereof;

(c)    any representation or warranty made or deemed made in this Agreement or any other Loan Document shall prove to be false or misleading in any material respect when made or given or when deemed made or given pursuant to the terms hereof;

(d)    any report, certificate, financial statement or other instrument furnished in connection with this Agreement or any other Loan Document or the borrowings hereunder, shall prove to be false or misleading in any material respect when made or given or when deemed made or given pursuant to the terms hereof;

(e)    default in the performance or compliance in respect of any agreement or condition relating to any Indebtedness of the Company or any Guarantor owing to the Bank or any other Indebtedness of the Company or any Guarantor in excess of $150,000, individually or in the aggregate, (other than the Note), if the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holder or obligee thereof (or a trustee on behalf of such holder or obligee) to cause such Indebtedness to become due prior to the stated maturity thereof, or any Indebtedness in excess of $150,000, individually or in the aggregate, shall not be paid when due (beyond any applicable grace period and subject to Section 6.02 hereof);

(f)    the Company or any Guarantor shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency or similar law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the employment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any Guarantor or for a substantial part of its property; (iv) file an answer admitting the material allegations of a petition filed against it in such proceeding, (v) make a general assignment for the benefit of creditors, (vi) take corporate action for the purpose of effecting any of the foregoing, (vii) become unable or admit in writing its inability or fail generally to pay its debts as they become due or (viii) take corporate action for t he purpose of effecting any of the foregoing;

(g)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any Guarantor or of a substantial part of their respective property, under Title 11 of the United States Code or any other federal or state bankruptcy insolvency or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any Guarantor or for a substantial part of their property, or (iii) the winding-up or liquidation of the Company or any Guarantor and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for 60 days;

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(h)    One or more orders, judgments or decrees for the payment of money in excess of $150,000 in the aggregate shall be rendered against the Company or any Guarantor and the same shall not have been paid in accordance with such judgment, order or decree and either (i) an enforcement proceeding shall have been commenced by any creditor upon such judgment, order or decree, or (ii) there shall have been a period of thirty (30) days during which a stay of enforcement of such judgment order or decree, by reason of pending appeal or otherwise, was not in effect;

(i)    any Plan shall fail to maintain the minimum funding standard required for any Plan year or part thereof or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code, any Plan is, shall have been terminated or the subject of termination proceedings under ERISA, any Plan shall have an Unfunded Current Liability, a Reportable Event shall have occurred with respect to a Plan or the Company, any Guarantor, or any ERISA Affiliate shall have incurred a liability to or on account of a Plan under Section 515, 4062, 4063, 4063, 4201 or 4204 of ERISA, and there shall result from any such event or events the imposition of a lien upon the assets of the Company or any Guarantor, the granting of a security interest, or a liability to the PBGC or a Plan or a trustee appointed under ERISA or a penalty under Section 4971 of the Code;

(j)    any provision of any Loan Document shall for any reason cease to be in full force and effect in accordance with its terms or the Company, or any Guarantor shall so assert in writing or any of the Liens purported to be granted pursuant to any Security Document shall fail or cease for any reason to be legal, valid and enforceable liens on the collateral purported to be covered thereby or shall fail or cease to have the priority purported to be created thereby;

(k)    a default shall have occurred and be continuing, beyond any applicable grace period, under any Acquisition Document,

(l)    a Change of Control shall occur; or

(m)    the Company or any Guarantor shall default in the punctual payment of any sum payable with respect to, or in the observance or performance of any of the terms and conditions of, any agreement between such Person and the Bank or any of its Affiliates, other than with respect to this Agreement and any other Loan Document;

then, at any time thereafter during the continuance of any such event, the Bank may, without notice to the Company or any Guarantor, (i) terminate the Term Loan and declare the Note, both as to principal and interest, to be forthwith due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Note to the contrary notwithstanding; provided, however, that if an event specified in Section 8.01(f) and (g) shall have occurred, the Term Loan shall automatically terminate and the Note shall be immediately due and payable; and (ii) exercise any or all of the rights and remedies afforded to the Bank by the Un iform Commercial Code or otherwise possessed by the Bank.

ARTICLE IX
MISCELLANEOUS

SECTION 9.01.    Notices.    Any notice shall be in writing and shall be conclusively deemed to have been received by a party hereto and to be effective on the day on which delivered to such party at the address set forth below, or, in the case of telecopy notice, when acknowledged as received, or if sent by registered or certified mail, on the third Business Day after the day on which mailed in the United States, addressed to such party at said address:

	(a)	if to the Bank, at      Citibank, N.A. 730 Veterans Memorial Highway Hauppauge, New York 11788 Attention: Relationship Officer – Globecomm Systems Inc. Telecopy:     ###-###-####

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		With copies to:      Farrell Fritz, P.C. 1320 Reckson Plaza Uniondale, New York ###-###-#### Attention:    Robert C. Creighton Telecopy:       ###-###-####

	(b)	if to the Company, at      Globecomm Systems Inc. 45 Oser Avenue Hauppauge, New York 11788 Attention:    Chief Financial Officer Telecopy:      (631) 951-3241      With copies to:      Goldman & Associates, LLP 666 Old Country Road Garden City, New York 11530 Attention:    Ronald G. Goldman, Esq.  Telecopy:       ###-###-####

- and -

	(c)	as to each such party at such other address as such party shall have designated to the other in a written notice complying as to delivery with the provisions of this Section 9.01.

SECTION 9.02.    Survival of Agreement.    All covenants, agreements, representations and warranties made herein and in the other Loan Documents and in the certificates delivered pursuant hereto or thereto shall survive the making by the Bank of the Term Loan herein contemplated and the execution and delivery to the Bank of the Note evidencing the Term Loan and shall continue in full force and effect so long as the Note is outstanding and unpaid. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assig ns of such party; and all covenants, promises and agreements by or on behalf of the Company and the Guarantors which are contained in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the Bank. The Company may assign or transfer any of its interest under this Agreement, the Note or any other Loan Document without the prior written consent of the Bank.

SECTION 9.03.    Expenses of the Bank.    The Company agrees (i) to indemnify, defend and hold harmless the Bank and its officers, directors, employees, agents, advisors and affiliates (each, an ‘‘indemnified person’’) from and against any and all losses, claims, damages, liabilities or judgments to which any such indemnified person may be subject and arising out of or in connection with the Loan Documents, the financings contemplated hereby, the use of any proceeds of such financings or any related transaction or any claim, litigation, investigation or pr oceeding relating to any of the foregoing, whether or not any of such indemnified persons is a party thereto, and to reimburse each of such indemnified persons upon demand for any reasonable, legal or other expenses incurred in connection with the investigation or defending any of the foregoing; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities, judgments or related expenses to the extent arising from the willful misconduct or gross negligence of such indemnified person; and (ii) to reimburse the Bank from time to time, upon demand, all out-of-pocket expenses (including reasonable expenses of its due diligence investigation, and fees and disbursements of counsel and the allocated costs of internal counsel) incurred in connection with the financings contemplated under this Agreement, the preparation, execution and delivery of this Agreement and the other Loan Documents, any amendments and waivers hereof or thereof, the security arrangem ents contemplated thereby and the enforcement thereof. The provisions of this Section 9.03 shall survive termination of this Agreement.

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SECTION 9.04.    No Waiver of Rights by the Bank.    Neither any failure nor any delay on the part of the Bank in exercising any right, power or privilege hereunder or under the Note or any other Loan Document shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any other right, power or privilege.

SECTION 9.05.    Applicable Law.    THIS AGREEMENT AND THE NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

SECTION 9.06.    Submission to Jurisdiction; Jury Waiver.    THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK, COUNTY OF NEW YORK, COUNTY OF NASSAU AND COUNTY OF SUFFOLK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT T HE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN WHERE THE SUBJECT MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AGREES NOT TO (i) SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT AND (ii) ASSERT ANY COUNTERCLAIM IN ANY SUCH SUIT, ACTION OR PROCEEDING UNLESS SUCH COUNTERCLAIM CONSTITUTES A COMPULSORY OR MANDATORY COUNTERCLAIM UNDER APPLICABLE RULES OF CIVIL PROCEDURE. THE COMPANY AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BE CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH IN THIS AGREEMENT OR ANY METHOD AUTHORIZED BY THE LAWS OF NEW YORK. THE PARTIES HERETO WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT.

SECTION 9.07.    Extension of Maturity.    Except as otherwise expressly provided herein, whenever a payment to be made hereunder shall fall due and payable on any day other than a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall be included in computing interest.

SECTION 9.08.    Modification of Agreement.    No modification, amendment or waiver of any provision of this Agreement, the Note or any other Loan Document, nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing and signed by the Bank and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in the same, similar or other circumstance.

SECTION 9.09.    Severability.    In case any one or more of the provisions contained in this Agreement, the Note or in any other Loan Document should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.

SECTION 9.10.    Sale of Participations, Assignments.    The Bank reserves the right to sell participations in or to sell and assign its rights, duties or obligations with respect to the Term Loan to such banks, lending institutions or other parties as it may choose and without the consent of the Company,

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provided that the Bank shall notify the Company promptly following such participation or assignment. The Bank may furnish any information concerning the Company or any Guarantor in its possession from time to time to any assignee or participant (or proposed assignee or participant), provided that the Lender shall notify any such assignee or participant (or proposed assignee or participant) in connection with any contemplated participation in, or assignment of, the Term Loan, that such information may be confidential and that such transferee or participant shall treat such information as such.

SECTION 9.11.    Reinstatement; Certain Payments.    If claim is ever made upon the Bank for repayment or recovery of any amount or amounts received by the Bank in payment or on account of any of the Obligations under this Agreement, the Bank shall give prompt notice of such claim to the Company, and if the Bank repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Bank or any of its property, or (ii) any settlement or compromise of any such claim effected by the Bank with any such claiman t, then and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company notwithstanding the cancellation of the Note or other instrument evidencing the Obligations under this Agreement or the termination of this Agreement, and the Company shall be and remain liable to the Bank hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Bank.

SECTION 9.12.    Right of Setoff.    If an Event of Default shall have occurred and be continuing, the Bank and each other Affiliate of the Bank are each hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Bank to or for the credit or the account of the Company against any and all the Obligations. The rights of the Bank under this Section 9.12 are in addition to other rights a nd remedies (including, without limitation, other rights of setoff) which the Bank may have.

SECTION 9.13.    Counterparts.    This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, taken together, shall constitute one and the same instrument.

SECTION 9.14.    Headings.    Section headings used herein are for convenience of reference only and are not to affect the construction of or be taken into consideration in interpreting this Agreement.

SECTION 9.15.    Construction.    This Agreement is the result of negotiations between, and has been reviewed by, the Company and the Bank and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of each party hereto, and no ambiguity shall be construed in favor of or against either the Company or the Bank.

SECTION 9.16.    USA PATRIOT Act.    The Bank hereby notifies the Company that pursuant to the requirements of USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the ‘‘Act’’), it is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow the Bank to identify the Company in accordance with the Act.

SECTION 9.17.    Termination.    The obligations of the Company hereunder shall terminate and be released upon the indefeasible payment in full of the Obligations, provided that the provisions of Sections 3.07, 3.08, 3.09 and 9.03 shall survive and remain in full force and effect regardless of the repayment of the Term Loan or the termination of this Agreement or any provision hereof.

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IN WITNESS WHEREOF, the Company and the Bank have caused this Agreement to be duly executed by their duly authorized officers, as of the day and year first above written.

GLOBECOMM SYSTEMS INC.

By:  /s/ Andrew C. Melfi             Name:    Andrew C. Melfi Title:     Chief Financial Officer

CITIBANK, N.A.

By:  /s/ Stuart N. Berman         Name:    Stuart N. Berman Title:     Vice President

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Schedule I

Globecomm Network Services Crop., Delaware, 100% owned by Globecomm Systems Inc.
GSI Properties Corp., New York, 100% owned by Globecomm Systems Inc.
Globecomm Services Maryland LLC, Delaware, 100% owned by Globecomm Systems Inc.
Turbo Logic Associates LLC, Delaware, 100% owned by Globecomm Services Maryland LLC
Lyman Maryland Properties, LLC, Utah, 100% owned by Globecomm Services Maryland LLC
Globecomm Systems Europe LTD., a United Kingdom corporation, 100% owned by Globecomm Systems Inc.

Schedule II

Other than for liens to Citibank, none

Schedule III

Other than for indebtedness to Citibank, none

Schedule IV

Other than for guaranties to Citibank, none

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