exv10w1





Exhibit
10.1




AMENDMENT NO. 4 TO CREDIT AGREEMENT




     AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of May 28, 2010 (the “Amendment”) to the CREDIT
AGREEMENT dated as of March 11, 2009, by and between GLOBECOMM SYSTEMS INC., a Delaware corporation
(the “Company”) and CITIBANK N.A., a national banking association (the “Bank”) (as same has been
and may be further amended, restated, supplemented or otherwise modified, from time to time, the
“Credit Agreement”).



RECITALS




     The Company has requested and the Bank has agreed, subject to the terms and conditions of this
Amendment, to amend certain provisions of the Credit Agreement as herein set forth.



     Accordingly, in consideration of the premises and of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:



     1. Amendments.



          (a) The following definitions in Section 1.01 of the Credit Agreement are hereby amended and
restated in their entirety to provide as follows:





“Alternate Base Rate” shall mean the highest of (i) the Prime Rate; (ii) the
Federal Funds Effective Rate from time to time plus 0.5%; and (iii)
two hundred (200) basis points in excess of the floating rate of interest
determined, on a daily basis, by the Bank in accordance with its customary
procedures and utilizing such electronic or other quotation sources as it
considers appropriate to be the prevailing rate per annum in effect each
banking day at which deposits in Dollars for a one month period, determined
by the Bank in its sole discretion, are offered to the Bank by first class
banks in the London interbank market shortly after 11:00 a.m. (London time)
two banking days prior to the date such rate of interest shall be effective
and applied to existing and future advances under Alternate Base Rate Loans.
Any change in the Alternate Base Rate due to a change in the Prime Rate or
the Federal Funds Effective Rate shall be effective from and including the
effective date of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.




“Consolidated Capital Base” shall mean, on a Consolidated basis for the
Financial Parties, the sum of (i) shareholders equity, as reflected on the
Consolidated balance sheet of the Company and the other Financial Parties
plus (ii) Subordinated Debt minus the sum of (x) intangible
assets, (y) items recorded as “due from” shareholders, employees, or
Affiliates of the Company, and (z) investments in Affiliates other than the
Guarantors, all as determined in accordance with Generally Accepted
Accounting Principles, applied on a consistent basis.




“Consolidated Current Portion of Long Term Debt” shall mean for the
Financial Parties on a Consolidated basis, current portion of long term debt
as reflected on the Consolidated balance sheet of the Company and the other
Financial Parties as determined in accordance with Generally Accepted
Accounting Principles, applied on a consistent basis.




“Consolidated EBITDA” shall mean, on any date of determination, Consolidated
Net Income (whether income or loss) for such period, plus the sum, without



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duplication, of (a) Consolidated Interest Expense, (b) depreciation and
amortization expenses or charges, and (c) all income taxes to any government
or governmental instrumentality expensed on any Financial Party’s books
(whether paid or accrued), minus all extraordinary or unusual gains, in each
case, determined on a Consolidated basis for the Financial Parties in
accordance with Generally Accepted Accounting Principles applied on a
consistent basis. All of the foregoing categories shall be calculated
(without duplication) over the four fiscal quarters ending on or most
recently ended prior to the date of determination thereof.




“Consolidated Interest Expense” shall mean the Consolidated interest expense
of the Financial Parties, determined in accordance with Generally Accepted
Accounting Principles, applied on a consistent basis.




“Consolidated Liquidity Ratio” shall mean the ratio of (a) the sum of (i)
Consolidated Unrestricted Cash plus (ii) Consolidated Net Accounts
Receivables to (b) the sum of, without duplication, (i) Consolidated Current
Portion of Long Term Debt plus (ii) the Aggregate Letters of Credit
Outstanding, other than cash secured letters of credit, plus (iii)
Consolidated current liabilities, all as determined for the Financial
Parties, on a Consolidated basis, in accordance with Generally Accepted
Accounting Principles, applied on a consistent basis.




“Consolidated Net Accounts Receivable” shall mean, any and all rights to
payment for goods sold or leased or for services rendered, including
accounts, contract rights, general intangibles and any such right evidenced
by chattel paper, instruments or documents, minus any reserves held by any
Financial Party in connection with such accounts receivable (including
reserves for bad debts), all determined with respect to the Financial
Parties, on a Consolidated basis, in accordance with Generally Accepted
Accounting Principles, applied on a consistent basis.




“Consolidated Net Income” shall mean, for any period, the net income (or net
loss) of the Financial Parties, on a Consolidated basis, for such period
determined in accordance with Generally Accepted Accounting Principles
applied on a consistent basis.




“Consolidated Subordinated Indebtedness” shall mean the Consolidated
Subordinated Indebtedness of the Financial Parties, determined in accordance
with Generally Accepted Accounting Principles, applied on a consistent
basis.




“Consolidated Total Liabilities” shall mean all of the liabilities of the
Financial Parties, on a Consolidated basis, including all items which, in
accordance with Generally Accepted Accounting Principles would be included
on the liability side of the balance sheet determined in accordance with
Generally Accepted Accounting Principles applied on a consistent basis.




“Consolidated Unrestricted Cash” shall mean all cash and cash equivalents of
the Financial Parties, on a Consolidated basis, held at the Bank or any
Affiliate of the Bank which is not subject to any restriction on usage or
subject to any Lien other than a Lien in favor of the Bank or such
Affiliate.



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“Consolidated Unsubordinated Liabilities” shall mean for the Financial
Parties, Consolidated Total Liabilities less Consolidated
Subordinated Indebtedness, all as determined in accordance with Generally
Accepted Accounting Principles.




“Permitted Acquisition” shall mean any acquisition (whether by merger
or otherwise) by the Company or any Subsidiary of the Company of more than
50% of the outstanding capital stock, membership interests, partnership
interests or other similar ownership interests of a Person which is engaged
in a line of business similar to the business (or reasonable extensions
thereof) of the Company or such Subsidiary or the purchase of all or
substantially all of the assets owned by such Person or the purchase of a
division, business unit or product line of a Person; provided (a) the Bank
shall have received, simultaneously with the closing of such Permitted
Acquisition, those documents required to be delivered pursuant to Section
6.10 hereof, if any; (b) the Bank shall have received evidence reasonably
satisfactory to it that the shares or other interests in the Person, or the
assets of the Person, which is the subject of the Permitted Acquisition are,
or will be promptly following the closing of such Permitted Acquisition,
free and clear of all Liens, except Permitted Liens, including, without
limitation, with respect to the acquisition of shares or other equity
interests, free of any restrictions on transfer other than restrictions
applicable to the sale of securities under federal and state securities laws
and regulations generally; (c) the Bank shall have received not less than
five (5) Business Days preceding the closing of such Permitted Acquisition,
the documentation governing the proposed acquisition, including, without
limitation, the purchase agreement with respect thereto, together with such
other additional documentation or information with respect to the proposed
acquisition as the Bank may reasonably require; (d) no Default or Event of
Default shall have occurred and be continuing immediately prior to or would
occur after giving effect to the Acquisition on a pro forma
basis and the Bank shall have received projections and pro forma financial
statements, each in form and content reasonably satisfactory to the Bank,
showing that no Default or Event of Default shall have occurred after giving
effect to such acquisition; (e) the acquisition has either (i) been approved
by the Board of Directors or other governing body of the Person which is the
subject of the acquisition or (ii) been recommended for approval by the
Board of Directors or other governing body of such Person to the
shareholders or other members of such Person and subsequently approved by
the shareholders or such members if shareholder or such member approval is
required under applicable law or the by-laws, certificate of incorporation
or other governing instruments of such Person; (f) prior to the closing of
any such acquisition, the Company shall have delivered evidence reasonably
satisfactory to the Bank that (i) on a pro forma basis, the
Company will be in compliance with the financial condition covenants of
Section 7.13 hereof upon completion of such Acquisition; and (ii) that the
Person that is the subject of such Permitted Acquisition does not have a
negative EBITDA, as calculated on a rolling four-quarter basis, or, if such
Person has a negative EBITDA except as permitted by Section 7.06 below; and
(g) not more than three (3) Permitted Acquisitions may be consummated
between the 2010 Amendment Effective Date and the Term Loan Commitment
Expiration Date, of which only two (2) Permitted Acquisitions may be Foreign
Permitted Acquisitions, subject to Section 7.06 below.



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“Revolving Credit Commitment” shall mean the obligation of the Bank to make
Revolving Credit Loans to the Company in an aggregate amount not to exceed
$10,000,000.




“Revolving Credit Commitment Termination Date” shall mean the earlier of (a)
the Term Loan Commitment Expiration Date and (b) May 26, 2011.




“Subordinated Debt” or “Subordinated Indebtedness” shall mean all debt which
is subordinated in right of payment to the prior indefeasible payment in
full of the Obligations of the Company and/or any Guarantor to the Bank, on
terms reasonably satisfactory to and approved in writing by the Bank.




“Term Loan Commitment” shall mean the Bank’s obligation to make Term Loans
on or prior to the Term Loan Commitment Expiration Date in an amount not to
exceed $40,000,000, of which $12,083,333.34 is outstanding and unpaid as of
the 2010 Amendment Effective Date.




“Term Loan Commitment Expiration Date” shall mean the earlier of (a) the
Revolving Credit Commitment Termination Date and (b) May 26, 2011.




“Total Credit Commitment” shall mean $65,000,000.



          (b) The following definitions are hereby added to Section 1.01 of the Credit Agreement in
their appropriate alphabetical order:





“2010 Amendment Effective Date” shall mean May 28, 2010.




“EBITDA” shall mean, on any date of determination, net income (or net loss)
of such Person for such period, plus the sum, without duplication,
of (a) interest expense of such Person, (b) depreciation and amortization
expenses or charges of such Person, and (c) all income taxes to any
government or governmental instrumentality expensed on such Person’s books
(whether paid or accrued), minus (d) all extraordinary and unusual
gains of such Person, in each case, determined with respect to such Person
in accordance with Generally Accepted Accounting Principles applied on a
consistent basis. All of the foregoing categories shall be calculated
(without duplication) over the four fiscal quarters ending on or most
recently ended prior to the date of determination thereof.




“Financial Parties” shall mean the Company and the Guarantors, on a
Consolidated basis. “Financial Party” means each of the Company and the
Guarantors, on an individual basis.




“Foreign Permitted Acquisitions” shall mean a Permitted Acquisition that
involves the acquisition of ownership interests of a Non-Domestic Person or
the purchase of all or substantially all of the assets owned by a
Non-Domestic Person.




“Non-Conforming Subsidiaries” shall mean, collectively, all Non-Domestic
Subsidiaries of the Company or any Guarantor which have negative EBITDA at
the time of such Subsidiaries’ acquisition pursuant to a Foreign Permitted
Acquisition. “Non-Conforming Subsidiary” shall mean each such Non-Domestic
Subsidiary, individually.



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“Non-Guarantor Subsidiary” shall have the meaning set forth in Section 6.10
hereof.




“SEC” shall mean the Securities and Exchange Commission.




“Standby LC Disbursement” shall mean a payment made by the Bank pursuant to
a Standby Letter of Credit.




“Standby LC Exposure” shall mean, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Standby Letters of Credit at such time,
plus (b) the aggregate amount of all Standby LC Disbursements that
have not yet been reimbursed by or on behalf of the Company at such time



          (c) References to the text “the Company and its Subsidiaries” in Section 1.02 of the
Credit Agreement are hereby amended and replaced with the text “the Financial Parties”.




          (d) The first sentence of Section 2.02 of the Credit Agreement is hereby amended and restated
in its entirety to provide as follows:





The Revolving Credit Loans made by the Bank shall be evidenced by a
promissory note of the Company, substantially in the form attached hereto as
Exhibit A (as amended, restated, supplemented or modified, from time
to time, the “Revolving Credit Note”), appropriately completed, duly
executed and delivered on behalf of the Company and payable to the order of
the Bank in a principal amount equal to the Revolving Credit Commitment).



          (e) Section 2.03(a) of the Credit Agreement is hereby amended and restated in its entirety to
provide as follows:





“Subject to the terms and conditions set forth in this Agreement including
Section 7.06 hereof, the Bank agrees to make loans (individually, a “Term
Loan” and, collectively, the “Term Loans”) to the Company at any time and
from time to time during the Term Loan Commitment Period, in an aggregate
principal amount outstanding not to exceed the Term Loan Commitment,
provided, however, that no Term Loan shall be made if, after
giving effect to such Term Loan, the Aggregate Outstandings would exceed the
Total Credit Commitment in effect at such time. Each borrowing of a Term
Loan shall be in a minimum principal amount of $5,000,000. During the Term
Loan Commitment Period, the Company may from time to time borrow, repay and
reborrow hereunder on or after the date hereof and prior to the Term Loan
Commitment Expiration Date, subject to the terms, provisions and limitations
set forth herein, provided that availability under the Term Loan Commitment
at any date of determination shall be reduced by an amount equal to the
aggregate outstanding principal amount of the Term Loans. The Term Loans
may be (i) Libor Rate Loans, (ii) Alternate Base Rate Loans or (iii) a
combination thereof.



          (f) The first sentence of Section 2.04 of the Credit Agreement is hereby amended and restated
in its entirety to provide as follows:





“Each Term Loan to the Company shall be evidenced by a promissory note of
the Company substantially in the form attached hereto as Exhibit B,
(each as may be amended, restated, supplemented or modified, from time to
time, individually a “Term Loan Note” and, collectively, the
“Term Loan Notes”), each appropriately



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completed, duly executed and delivered on behalf of the Company and payable
to the order of the Bank in a principal amount equal to the amount of such
Term Loan advanced on the applicable Borrowing Date.”



          (g) Section 3.04(b) of the Credit Agreement is hereby amended and restated in its entirety to
provide as follows:





“The Company shall pay to the Bank a commission with respect to each Standby
Letter of Credit issued by the Bank equal to (i) the then applicable SBLC
Rate multiplied by (ii) the average daily amount of the Standby LC Exposure
during the period from and including the 2010 Amendment Effective Date
through the Revolving Credit Commitment Termination Date. Such commissions
with respect to Standby Letters of Credit shall be payable in arrears on the
last Business Day of March, June, September and December of each year,
commencing June 30, 2010. In addition, the Company shall pay to the Bank,
with respect to each Commercial Letter of Credit 0.25% of the stated amount
of such Commercial Letter of Credit upon its issuance and 0.25% of the
amount drawn under such Letter of Credit or, in the event of termination or
expiration, available to be drawn under such Commercial Letter of Credit.
The Company shall further pay to the Bank, on demand, all customary fees
charged by the Bank with respect to the issuance, processing and
administration of Letters of Credit (including, without limitation,
amendments, renewals or extensions of letters of credit), all subject to
such standard minimums now or hereinafter in effect. All such fees shall be
payable on the date on which the Revolving Credit Commitment terminates and
any such fees accruing after the date on which the Revolving Credit
Commitment terminates shall be payable on demand. All commissions with
respect to Standby Letters of Credit shall be computed on the basis of a
year of three hundred sixty (360) days and shall be payable for the
actual number of days elapsed.”



          (h) Section 6.03(a) of the Credit Agreement is hereby amended to add the text “(or such
earlier date as may be required by the SEC, from time to time)” immediately after the text “(75)
days” on the second line thereof.




          (i) Section 6.03(b) of the Credit Agreement is hereby amended to add the text “(or such
earlier date as may be required by the SEC, from time to time)” immediately after the text “(60)
days” on the second line thereof.




          (j) Section 6.10 of the Credit Agreement is hereby amended by (i) deleting the proviso at the
end of the last sentence thereof and (ii) adding the following sentence at the end thereof:





“Notwithstanding anything to the contrary herein, if the Company shall
provide evidence satisfactory to the Bank and its counsel that the pledge by
the Company or any Guarantor of its ownership interest in any First-Tier
Subsidiary of such Person which is or is to become a Non-Domestic Subsidiary
would result in materially adverse tax consequences to the Company and the
Guarantors (each, such Non-Domestic Subsidiary, a “Non-Guarantor
Subsidiary”), the Company and such Guarantor shall not be required to
execute and deliver a Pledge Agreement to Bank, nor comply with the terms of
this Section 6.10, respecting such Non-Guarantor Subsidiary.”



          (k) Section 7.06 of the Credit Agreement is hereby amended and restated in its entirety to
provide as follows:







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“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 (i) the Company or any Guarantor
may invest in Permitted Investments, (ii) the Company may make investments,
loans and advances to the Guarantors, (iii) a Guarantor may make
investments, loans and advances to the Company or another Guarantor, (iv)
the Company or any Guarantor may make investments, loan and advances to any
Non-Domestic Subsidiary of the Company, other than a Non-Conforming
Subsidiary, provided that the aggregate amount of such investment, loans and
advances do not exceed $3,000,000 during the term of this Agreement, which
amount shall include a sublimit of $1,000,000, in the aggregate, which may
be used by the Company or any Guarantor to may make investments, loans and
advances to Non-Conforming Subsidiaries and to consummate Foreign Permitted
Acquisitions involving Non-Conforming Subsidiaries and (v) subject to clause
(iv) above, the Company or any Guarantor may consummate Permitted
Acquisitions in accordance with the terms of this Agreement, provided that
the aggregate amount financed hereunder shall not exceed $40,000,000, in the
aggregate, outstanding at any time, and that the purchase price (excluding
consideration consisting of the Company’s common stock) for all Foreign
Permitted Acquisitions financed hereunder shall not exceed $25,000,000, in
aggregate, outstanding at any time. For purposes of determining compliance
with clause (iv) above, (a) amounts owing from the Company to any
Non-Guarantor Subsidiary and from any Non-Guarantor Subsidiary to the
Company or any other Subsidiary of the Company in respect of accounts
receivable and accounts payable shall not be deemed a loan or other
investment provided, that, such amounts owing in respect of such receivables
and payables were incurred in the normal course of business of the Company,
such Non-Guarantor Subsidiary and such other Subsidiary of the Company, as
applicable, with terms not less favorable than the Company, such
Non-Guarantor Subsidiary or other Subsidiary would obtain in a comparable
arms-length transaction with a Person not an Affiliate, and (b) investments
in any Non-Guarantor Subsidiary arising solely from the earning of such
Non-Guarantor Subsidiary shall not be counted as investments for purposes of
such subsection (iv).”



          (l) Section 7.13(c) of the Credit Agreement is hereby amended and restated in its entirety to
provide as follows:





“Commencing with the fiscal quarter ended March 31, 2010, permit the
Consolidated Capital Base of the Financial Parties to be less than an amount
equal to (i) $75,000,000 plus (ii) 75% of the Consolidated Net
Income of the Financial Parties plus (iii) 75% of the net proceeds
received from any Subordinated Debt or any Equity Issuance of any Financial
Party, each of (ii) and (iii) calculated with respect to the period
commencing January 1, 2010 and ending on the date of calculation.”



          (m) Exhibit A to the Credit Agreement is hereby amended and replaced with Exhibit A attached
hereto.




     2. Conditions of Effectiveness. This Amendment shall become effective as of the date
hereof, upon receipt by the Bank of the following, each in form and substance satisfactory to the
Bank: (i) this Amendment, duly executed by the Company and each Guarantor, (ii) the amended and
restated



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Revolving Credit Note, substantially in the form attached hereto as Exhibit A, duly executed
by the Company, (iii) the fee letter between the Bank and the Company and the payment of the fee
specified therein and (iv) such other documents and agreements required by the Bank.




     3. Representations and Warranties; Effect on Credit Agreement.



          (a) The Company hereby represents and warrants as follows:





     (i) This Amendment and the Credit Agreement, as amended hereby, constitute
legal, valid and binding obligations of the Company and are enforceable against the
Company in accordance with their respective terms.




     (ii) Upon the effectiveness of this Amendment, the Company hereby reaffirms all
covenants, representations and warranties made in the Credit Agreement and the
Company agrees that all such covenants, representations and warranties shall be
deemed to have been remade as of the date hereof.




     (iii) No Default or Event of Default has occurred and is continuing or would
exist after giving effect to this Amendment.




     (iv) The Company has no defense, counterclaim or offset with respect to the
Credit Agreement and the Obligations.




     (v) The certificate of incorporation and bylaws of the Company, each previously
delivered to the Bank on the Closing Date, have not been amended, modified, revoked
or rescinded as of the date hereof;




     (vi) The Company is duly formed, validly existing and in good standing in the
jurisdiction of its formation and has filed all statements and/or documents required
by any governmental authority.




     (vii) The execution, delivery and performance by the Company and the Guarantors
of this Amendment has been duly authorized by all requisite corporate and limited
liability company action, as applicable.



          (b) Effect on Credit Agreement and Loan Documents.





     (i) Upon the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import shall mean and be a reference to the Credit Agreement as amended hereby.




     (ii) Except as specifically amended herein, the Credit Agreement, and all other
documents, instruments and agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are hereby ratified and
confirmed.




     (iii) The amendments herein contained are limited specifically to the matters
set forth above and do not constitute directly or by implication a waiver or an
amendment of any other provision of the Credit Agreement or any Default or Event of
Default which may occur or may have occurred.




     (iv) The other Loan Documents and all agreements, instruments and documents
executed and delivered in connection with the Credit Agreement and any



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other Loan Documents shall each be deemed to be amended and supplemented hereby
to the extent necessary, if any, to give effect to the provisions of this Amendment.



     4. Miscellaneous.



          (a) This Amendment shall be governed by and construed in accordance with the laws of the State
of New York.




          (b) All terms used herein shall have the same meaning as in the Credit Agreement, as amended
hereby, unless specifically defined herein.




          (c) Section headings in this Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other purpose.




          (d) This Amendment may be executed in one or more counterparts, each of which shall constitute
an original, and all of which, taken together, shall be deemed to constitute one and the same
agreement.




          (e) This Amendment shall be deemed a Loan Document




     5. Reaffirmation.



          The Company hereby: (a) acknowledges and confirms that, notwithstanding the consummation of
the transactions contemplated by this Amendment, (i) all terms and provisions contained in the
Security Documents are, and shall remain, in full force and effect in accordance with their
respective terms and (ii) the liens heretofore granted, pledged and/or assigned to the Bank as
security for the Company’s Obligations shall not be impaired, limited or affected in any manner
whatsoever by reason of this Amendment; (b) reaffirms and ratifies all the representations and
covenants contained in each Security Document; and (c) represents, warrants and confirms the
non-existence of any offsets, defenses, or counterclaims to its obligations under any Security
Document.




     [next page is signature page]



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     IN WITNESS WHEREOF, the Company and the Bank have caused this Amendment to be duly executed by
their duly authorized officers, all 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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Each of the undersigned, not as a party to the Credit Agreement but as a Guarantor under the
Guaranty of All Liability and as a Debtor under the Amended and Restated General Security
Agreement, each dated the Closing Date, hereby (a) accepts and agrees to the terms of the
foregoing, (b) acknowledges and confirms that all terms and provisions contained in the Loan
Documents to which it is a party are, and shall remain, in full force and effect in accordance with
their respective terms, (c) confirms and agrees that the liens, if any, heretofore granted, pledged
and/or assigned to the Bank as security for the Obligations (as defined n the Security Agreement)
shall not be impaired, limited or affected in any manner whatsoever by reason of this Amendment,
(d) reaffirms and ratifies all the representations and covenants contained in each Loan Document to
which it is a party; and (e) represents, warrants and confirms the non-existence of any offsets,
defenses, or counterclaims to its obligations under any of the Loan Documents to which it is a
party




	 	 	 	 	 
	 	GLOBECOMM NETWORK SERVICES
CORPORATION

 	 
	 	By:  	/s/ Andrew C. Melfi
	 
	 	 	Andrew C. Melfi, Chief Financial Officer 	 
	 	 	 	 
	 
	 	GSI PROPERTIES CORP.

 	 
	 	 	By:  	/s/ Andrew C. Melfi
	 
	 	 	 	Andrew C. Melfi, Chief Financial Officer 
	 	 	 	 
	 
	 	GLOBECOMM SERVICES MARYLAND LLC

TURBO LOGIC ASSOCIATES, LLC

CACHENDO, LLC

TELAURUS COMMUNICATIONS LLC

GLOBECOMM INTERNATIONAL LLC

 	 
	 	By:  	Each by Globecomm Systems Inc., its sole
 	 
	 	 	member 	 
	 	 	 	 
	 	 	 
	 	 	By:  	/s/
Andrew C. Melfi
 	 
	 	 	 	Andrew C. Melfi, Chief
Financial Officer
	 	 	 	 



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EXHIBIT A




FORM OF

AMENDED AND RESTATED REVOLVING CREDIT NOTE



			
	$10,000,000
	 	Suffolk County, New York

May 28, 2010






     FOR VALUE RECEIVED, GLOBECOMM SYSTEMS INC., a Delaware corporation (the “Company”) promises to
pay to the order of CITIBANK, N.A. (the “Bank”), on or before the Revolving Credit Commitment
Termination Date, the principal amount of TEN MILLION and 00/100 DOLLARS ($10,000,000.00) or, if
less, the unpaid principal amount of all Revolving Credit Loans made by the Bank to the Company
under the Credit Agreement referred to below.



     The Company promises to pay interest on the unpaid principal amount outstanding, from time to
time, from the date hereof until paid in full at the rates and at the times which shall be
determined, and to make principal repayments on this Note at the times which shall be determined,
in accordance with the provisions of the Credit Agreement referred to below.



     This Note is the “Revolving Credit Note” issued pursuant to and entitled to the benefits of
the Credit Agreement dated as of March 11, 2009 by and between the Company and the Bank (as the
same may be amended, modified or supplemented from time to time, the “Credit Agreement”), to which
reference is hereby made for a more complete statement of the terms and conditions under which the
Revolving Loans evidenced hereby was made and is to be repaid. Capitalized terms used herein
without definition shall have the meanings set forth in the Credit Agreement.



     Each of the Bank and any subsequent holder shall record the date, Type and amount of each
Revolving Credit Loan and the date and amount of each payment or prepayment of principal of each
Revolving Credit Loan on the grid schedule annexed to this Note; provided, however,
that the failure of the Bank or any holder to set forth such Revolving Credit Loans, payments and
other information on the attached grid schedule shall not in any manner affect the obligation of
the Company to repay the Revolving Credit Loans made by the Bank in accordance with the terms of
this Note or credit the Company for payments made.



     This Note is subject to mandatory and optional prepayment as provided in Section 3.03 of the
Credit Agreement.



     Upon the occurrence and continuance of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued but unpaid interest thereon, may become,
or may be declared to be, due and payable in the manner, upon the conditions and with the effect
provided in the Credit Agreement.



     All payments of principal and interest in respect of this Note shall be made in lawful money
of the United States of America in immediately available funds at the office of the Bank, located
at 730 Veterans Memorial Highway, Hauppauge, New York 11788 or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the Credit Agreement.



     No reference herein to the Credit Agreement and no provision of this Note or the Credit
Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the place, at the respective times, according
to the terms described herein and in the Credit Agreement, and in the currency herein prescribed.



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     The Company waives presentment, protest, demand, and notice of any kind in connection with
this Note.



     This Note is an amendment and restatement of, and is being issued in replacement of, and
substitution for, the Revolving Credit Note dated March 11, 2009 in the original principal amount
of $7,500,000 issued by the Company in favor of the Bank (the “Original Note”). The execution and
delivery of this Note shall not be construed to have constituted a repayment of any principal of,
or interest on, the Original Note.



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



     IN WITNESS WHEREOF, the Company has caused this Note to be executed and delivered by its duly
authorized officer as of the day and year and at the place first above written.



	 	 	 	 	 
	 	GLOBECOMM SYSTEMS INC.

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



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SCHEDULE OF LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 
	Date	 	 	Type	 	 	 	 	 	 	Principal	 	 	 	 	 	 	Principal	 
	of	 	 	of	 	 	Interest	 	 	Amount of	 	 	Maturity	 	 	Paid or	 
	Loan	 	 	Loan	 	 	Rate	 	 	Loan	 	 	of Loan	 	 	Unpaid	 






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