THIS LOAN AGREEMENT is made this 30th day of April, 2007 by and among
HERLEY INDUSTRIES, INC. (the "Borrower"), MANUFACTURERS AND TRADERS TRUST
COMPANY and BANK OF LANCASTER COUNTY, N.A. (each a "Lender" and, collectively, the
"Lenders," as further defined herein), and MANUFACTURERS AND TRADERS TRUST COMPANY, as
agent (in such capacity, the "Agent").
1.1 Defined Terms.
As used in this Agreement the following terms have the following meanings:
"Account": shall mean and include all accounts, accounts receivable, contact rights, instruments (including those
evidencing indebtedness owed to Affiliates), documents, chattel paper (including electronic chattel paper), general
intangibles relating to accounts, drafts and acceptances, credit card receivables and all other forms of obligations
owing to such Person arising out of or in connection with the sale or lease of Inventory or the rendition of
services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now
existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.
"Acquisition": the acquisition of (i) a controlling equity or other ownership interest in another Person (including the
purchase of an option, warrant or convertible or similar type security. to acquire such a controlling interest at the
time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership
interest or upon exercise of an option or warrant for, or conversion of securities into, such equity or other
ownership interest, or by merger or consolidation, or (ii) assets of another Person that constitute all or any
material part of the assets of such Person or of a line or lines of business conducted by such Person.
"Advance": a Base Rate Advance or a LIBOR Advance, as the case may be.
"Aggregate Revolving Credit Commitments": on any date, the sum of the Revolving Credit Commitments on such