THIS LOAN AGREEMENT is made as of ______ ___, 2002, by and among HERLEY
INDUSTRIES, INC. (the "Borrower"), ALLFIRST BANK AND FULTON BANK (each a "Lender" and,
collectively, the "Lenders," as further defined herein), and ALLFIRST BANK, as agent (in such capacity, the
1.1 Defined Terms.
As used in this Agreement the following terms have the following meanings:
"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 Target Rate Advance or LIBOR Advance, as the case may be.
"Agent's Counsel": Rhoads & Sinon LLP, counsel to the Agent in connection with the transactions contemplated
by this Agreement.
"Aggregate LIBOR Advances Commitments": on any date, the sum of the LIBOR Advances Commitments on
"Aggregate Revolving Credit Commitments": on any date, the sum of the Revolving Credit Commitments on such
"Agreement": this Loan Agreement, as the same may be amended, supplemented or otherwise modified from time
"Applicable Margin": (i) with respect to the unpaid principal amount of Target Rate Advances, the percentage set
forth below under the heading "Target Rate Margin" next to the applicable period and (ii) with respect to the
unpaid principal amount of LIBOR Advances, the percentage set forth below under the heading "LIBOR Margin"
next to the applicable period: