CREDIT AGREEMENT

Exhibit 10.1

CREDIT AGREEMENT

Dated as of March 11, 2009

by and between

GLOBECOMM SYSTEMS INC.

and

CITIBANK, N.A.

TABLE OF CONTENTS

SCHEDULES

      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”).

RECITALS

      WHEREAS , the Bank previously made a line of credit available to the Company pursuant to a Line of Credit Letter dated December 31, 2007 (as amended, the “Prior Agreement”);

      WHEREAS, the Company has requested that the Prior Agreement be amended and restated as hereinafter provided;

      WHEREAS, the Bank is willing to agree to such amendment and restatement and to extend credit to the Company on the terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Company and the Bank hereby agree that the Prior Agreement shall be, and hereby is, amended and restated in its entirety and the Company and the Bank hereby further agree as follows:

ARTICLE I

      SECTION 1.01. Definitions . As used herein, the following words and terms shall have the following meanings:

     “Acquisition” means the acquisition of (i) a controlling equity 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 interest or upon exercise of an option or warrant for, or conversion of securities into, such equity interest, or (ii) assets of another Person which constitute all or substantially all of the assets of such Person or of a line or lines of business conducted by such Person.

     “Affiliate” shall mean with respect to any Person, any corporation, partnership, limited liability company, limited liability partnership, joint venture, trust or unincorporated organization which, directly or indirectly, controls or is controlled by or is under common control with such Person. For the purpose of this definition, “control” of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management or policies of such Person whether through the ownership of voting securities by contract or otherwise; provided that, in any event, any person who owns directly or indirectly 15% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 10% or more of the membership or other ownership interest of any Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.

     “Aggregate Letters of Credit Outstanding” shall mean on the date of determination thereof, the sum of (a) the aggregate maximum amount which is available or available in the future to be drawn under all outstanding Letters of Credit under this Agreement plus (b) the aggregate amount of any payments made by the Bank under any Letter of Credit issued pursuant to this Agreement that has not been reimbursed by the Company or the relevant Letter of Credit Party.

     “Aggregate Outstandings” shall mean, on the date of determination thereof, the sum of (i) the Aggregate Letters of Credit Outstanding plus (ii) outstanding principal amount of the Revolving Credit Loans plus (iii) the outstanding principal amount of the Term Loans.

     “Agreement” shall mean this Credit Agreement dated as of March 11, 2009, as it may hereafter be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

     “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day and (c) the Federal Funds Effective Rate in effect on such day plus  ¹ / 2 of 1%. 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.

     “Alternate Base Rate Loans” shall mean Loans at such times as they are being made and/or maintained at a rate of interest based on the Alternate Base Rate.

     “Applicable Margin” shall mean (a) with respect to a Libor Rate Loan, the percentage set forth below under the heading “LIBOR Margin” opposite the applicable ratio, and (b) with respect to an Alternate Base Rate Loan, the percentage set forth below under the heading “ABR Margin” opposite the applicable ratio.

Notwithstanding the foregoing, during the period commencing on the Closing Date and ending on the date of reset of the Applicable Margin in accordance with this paragraph, the ABR Margin and the LIBOR Margin shall be determined based upon a Leverage Ratio of 0.27:1.00. The Applicable Margin will be set or reset with respect to each Loan on the date which is five (5) Business Days following the date of receipt by the Administrative Agent of the financial statements referred to in Section 6.03(a) and Section 6.03(b) together with a certificate of the Financial Officer of the Company certifying the Leverage Ratio and setting forth the calculation thereof in detail; provided, however, (a) the Applicable Margin will first be reset based on the financial statements for the fiscal quarter ending March 31, 2009, and (b) if any such financial statement and certificate are not received by the Administrative Agent within the time period required pursuant to Section 6.03(a) or Section 6.03(b), as the case may be, the Applicable Margin will be set or reset, unless the rate of interest specified in Section 3.01(c) is in effect, based on a Leverage Ratio of greater than 0.75:1.00 from the date such financial statements and certificate were due until the date which is five (5) Business Days following the receipt by the Administrative Agent of such financial statements and certificate, and provided, further, that the Bank shall not in any way be deemed to have waived any Default or Event of Default, including without limitation, an Event of Default resulting from the failure of the Company to comply with Section 7.13 of this Agreement, or any rights or remedies hereunder or under any other Loan Document in connection with the foregoing proviso. During the occurrence and continuance of a Default or an Event of Default, no downward adjustment, and only upward adjustments, shall be made to the Applicable Margin.

     “Borrowing Date” shall mean, with respect to any Loan, the date on which such Loan is disbursed to the Company.

     “Business Day” shall mean any day that is not a Saturday, Sunday or legal holiday, on which banks in New York City, New York are not required or authorized by law or other governmental action to close; provided that, when used in connection with a Libor Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London inter bank market.

     “Capital Lease” shall mean (i) any lease of property, real or personal, if the then present value of the minimum rental commitment thereunder should, in accordance with Generally Accepted Accounting Principles, be capitalized on the balance sheet of the lessee, and (ii) any other such lease the obligations of which are required to be capitalized on the balance sheet of the lessee.

     “Change of Control” shall mean any event which results in (i) any Person, or two or more Persons acting in concert, acquiring beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company (or other securities convertible into such securities) representing 50% or more of the combined voting power of all securities of the Company entitled to vote in the election of directors; or (ii) the individuals who, as of the date hereof, constitute the Board of Directors of the Company, together with those who first become directors subsequent to such date, provided the recommendation, election or nomination for election to the Board of Directors of such subsequent directors was approved by a vote of at least a majority of the directors then still in office who were either directors as of the date hereof

or who recommendation, election or nomination for election was previously so approved, ceasing for any reason to constitute a majority of the members of the Board of Directors of the Company.

     “Chief Financial Officer” shall mean the Chief Financial Officer of the Company.

     “Closing Date” shall mean March 11, 2009.

     “Code” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time.

     “Commercial Letter of Credit” shall mean any commercial letter of credit issued for the account of a Person for the purpose of providing the primary payment mechanism in connection with the purchase of materials, goods, or services by such Person.

     “Commercial Letter of Credit Commitment” shall mean the obligation of the Bank to issue Commercial Letters of Credit on the terms herein described in an aggregate amount up to $20,000,000.

     “Commitments” shall mean, collectively, the Revolving Credit Commitment, the Standby Letter of Credit Commitment, the Commercial Letter of Credit Commitment and the Term Loan Commitment.

     “Consolidated” shall mean, as applied to any financial or accounting term, such term determined on a consolidated basis in accordance with Generally Accepted Accounting Principles for the Company and its Subsidiaries.

     “Consolidated Capital Base” shall mean, on a Consolidated basis for the Company and its Subsidiaries, the sum of (i) shareholders equity, as reflected on the Consolidated balance sheet of the Company and its Subsidiaries 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 Company and its Subsidiaries on a Consolidated basis, current portion of long term debt as reflected on the Consolidated balance sheet of the Company and its Subsidiaries as determined in accordance with Generally Accepted Accounting Principles, applied on a consistent basis.

     “Consolidated Debt Service Coverage Ratio” shall mean, on any date of determination, the ratio of (a) Consolidated EBITDA to (b) the sum of (i) the Consolidated Current Portion of Long Term Debt plus (ii) Consolidated Interest Expense. All of the foregoing categories shall be determined on a Consolidated basis for the Company and its Subsidiaries in accordance with Generally Accepted Accounting Principles applied on a consistent basis and shall be calculated (without duplication) with respect to the four fiscal quarters ending on or most recently ended prior to the date of determination thereof.

     “Consolidated EBITDA” shall mean, on any date of determination, Consolidated Net Income (whether income or loss) for such period, plus the sum, without 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 the Company’s and any Subsidiaries books (whether paid or accrued), minus all extraordinary or unusual gains, in each case, determined on a Consolidated basis for the Company and its Subsidiaries 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 Company and its Subsidiaries, determined in accordance with Generally Accepted Accounting Principles, applied on a consistent basis.

     “Consolidated Leverage Ratio” shall mean the ratio of Consolidated Unsubordinated Liabilities to Consolidated Capital Base.

     “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 Company and its Subsidiaries 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 the Company or any its Subsidiaries in connection with such accounts receivable (including reserves for bad debts), all determined with respect to the Company and its Subsidiaries, 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 Company and its Subsidiaries 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 Company and its Subsidiaries, determined in accordance with Generally Accepted Accounting Principles, applied on a consistent basis.

     “Consolidated Total Liabilities” shall mean all of the liabilities of the Company and its Subsidiaries, 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 Company and its Subsidiaries, 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.

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

     “Debt Issuance” means the incurrence, issuance or sale by the Company or any of its Subsidiaries of any Indebtedness (including, without limitation, any debt securities, whether in a public offering of such securities or otherwise), including, without limitation, any Subordinated Debt, but excluding issuance of any Indebtedness permitted under Section 7.02(a) through (e) .

     “Default” shall mean any event or condition which upon notice, lapse of time, or both, would constitute an Event of Default.

     “Dollar” and the symbol “$” shall mean lawful money of the United States of America.

     “Domestic Subsidiary” shall mean any Subsidiary of the Company or any Guarantor organized under the laws of any state of the United States of America.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefore.

     “ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which together with the Company or any Guarantor would be deemed to be a member of the same “controlled group” within the meaning of Section 414(b), (c), (m) and (o) of the Code.

     “Equity Issuance” means the issuance, sale or other disposition by the Company or any of its Subsidiaries of any of its shares of capital stock of (or other ownership or profit interests in) such Person, and any rights, warrants or options to purchase or acquire any shares of such equity interest or any other security or instrument representing, convertible into or exchangeable for any equity interests in the Company or any of its Subsidiaries.

     “Eurocurrency Reserve Requirement” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate (without duplication) of the rates (expressed as a decimal) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves, under any regulations of the Board of Governors of the Federal Reserve System or any other governmental authority having jurisdiction with respect thereto) as from time to time in effect, dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “eurocurrency liabilities” in Regulation D) maintained by the Bank. For purposes hereof each Libor Rate Loan shall be deemed to constitute a “eurocurrency liability” as defined in Regulation D, and subject to the reserve requirements of “Regulation D,” without benefit of credit or proration, exemptions or offsets which might otherwise be available to the Bank from time to time under Regulation D.

     “Event of Default” shall mean any Event of Default set forth in Article VIII.

     “Executive Officer” shall mean any of the Chief Executive Office, the President, or the Chief Financial Officer of the Company or any Guarantor, as applicable, and their respective successors, if any, designated by the Board of Directors of the Company or such Guarantor.

     “Existing Letters of Credit” shall mean those certain Letters of Credit described on Schedule V hereto.

     “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal fund brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Bank from three Federal fund brokers of recognized standing selected by the Bank.

     “First-Tier Subsidiary” shall mean, with respect to any Person, a Subsidiary of such Person that is directly owned by such Person.

     “Fiscal Quarter” shall mean the fiscal quarter of the Company, which will be the fiscal quarters ending as of March 31, September 30 and December 31 in each year.

     “Fiscal Year” shall mean the fiscal year of the Company, which will be the period commencing July 1 of any calendar year and ending on June 30 of the following calendar year.

     “Globecomm Maryland” shall mean Globecomm Services Maryland LLC, a Delaware limited liability company.

     “Governmental Authority” shall mean any nation or government, any state, province, city or municipal entity or other political subdivision thereof, and any governmental, executive, legislative, judicial, administrative or regulatory agency, department, authority, instrumentality, commission, board or similar body, whether federal, state, provincial, territorial, local or foreign.

     “Guarantors” shall mean, collectively, Globecomm Network Services Corporation, a Delaware corporation, GSI Properties, Inc., a New York corporation, Globecomm Maryland, Turbo, Cachendo, LLC, a Delaware limited liability company, and each Domestic Subsidiary which, from time to time, is required to execute a Guaranty in accordance with Section 6.10.

     “Guaranty” shall mean the Guaranty of All Liability, substantially in the form attached hereto as Exhibit C , to be executed and delivered on the Closing Date by each Guarantor, as such Guaranty may be further amended to add any Domestic Subsidiary required to become a guarantor thereunder pursuant to Section 6.10 hereof , as same may be amended, restated, supplemented or modified, from time to time.

     “Hazardous Materials” includes, without limit, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq .), the Hazardous Materials

Transportation Act, as amended (49) U.S.C. Sections 1801, et seq .), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 9601, et seq .), and in the regulations adopted and publications promulgated pursuant thereto, or any other federal, state or local environmental law, ordinance, rule or regulation.

     “Hedging Agreement” means any interest rate swap, collar, cap, floor or forward rate agreement or other agreement regarding the hedging of interest rate risk exposure executed in connection with hedging the interest rate exposure of the Company or any Guarantor, and any confirming letter executed pursuant to such agreement, all as amended, supplemented, restated or otherwise modified from time to time.

     “Indebtedness” shall mean, without duplication, as to any Person (a) indebtedness for borrowed money; (b) indebtedness for the deferred purchase price of property or services; (c) indebtedness evidenced by bonds, debentures, notes or other similar instruments; (d) obligations and liabilities secured by a Lien upon property owned by such Person, whether or not owing by such Person and even though such Person has not assumed or become liable for the payment thereof; (e) obligations and liabilities directly or indirectly guaranteed by such Person; (f) obligations or liabilities created or arising under any conditional sales contract or other title retention agreement with respect to property used and/or acquired by such Person; (g) obligations of such Person as lessee under Capital Leases; (h) net liabilities of such Person under Hedging Agreements and foreign currency exchange agreements, as calculated on a basis reasonably satisfactory to the Bank and in accordance with commercially accepted practice; (i) all obligations of such Person in respect of bankers’ acceptances; (j) all obligations, contingent or otherwise of such Person as an account party in respect of letters of credit; and (k) all liabilities which would be reflected on a balance sheet of such Person, prepared in accordance with Generally Accepted Accounting Principles.

     “Interest Payment Date” shall mean (a) as to any Alternate Base Rate Loan, the first day of each calendar month, commencing April 1, 2009, (b) as to any Libor Rate Loan, at the option of the Bank, (i) the first day of each calendar month, commencing April 1, 2009, and on the last day of the Interest Period applicable thereto or (ii) the last day of the Interest Period applicable thereto, and (c) the date the Term Loan is otherwise paid in full or in part.

     “Interest Period” shall mean with (I) with respect to any Libor Rate Loan:

     (a) initially, the period commencing on the date such Libor Rate Loan is made and ending one, two or three months thereafter, as selected by the Company in its notice of borrowing as provided in Section 2.01(b), or in its notice of conversion as provided in Section 3.01(f); and

     (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Libor Rate Loan and ending one, two or three months thereafter, as selected by the Company by irrevocable written notice to the Bank not later than 11:00 a.m. three Business Days prior to the last day of the then current Interest Period with respect to such Libor Rate Loan; provided, however, that all of the foregoing provisions relating to Interest Periods are subject to the following:

     (i) if any Interest Period pertaining to a Libor Rate Loan would otherwise

end on a day which is not a Business Day, the Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

     (ii) if the Company shall fail to give notice as provided in clause (b) above, the Company shall be deemed to have requested conversion of the affected Libor Rate Loan to an Alternate Base Rate Loan on the last day of the then current Interest Period with respect thereto;

     (iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month;

     (iv) no more than four (4) Interest Periods may exist at any one time; and

     (v) the Company shall select Interest Periods so as not to require a payment or prepayment of any Libor Rate Loan during an Interest Period for such Libor Rate Loan.

     “Letter of Credit” shall mean any Commercial Letter of Credit or Standby Letter of Credit issued by the Bank for the account of a Letter of Credit Party, or any of them, pursuant to the terms of this Agreement.

     “Letter of Credit Party” shall mean the Company or any Guarantor.

     “Libor Rate Loan” shall mean Loans at such time as they are made and/or being maintained at a rate of interest based upon Reserve Adjusted Libor.

     “Lien” shall mean any lien (statutory or otherwise), security interest, mortgage, deed of trust, pledge, charge, conditional sale, title retention agreement, Capital Lease or other encumbrance or similar right of others, or any agreement to give any of the foregoing.

     “Loan Documents” shall mean, collectively, this Agreement, the Notes, the Guaranty, Security Documents, and each other agreement executed in connection with the transactions contemplated hereby or thereby.

     “Loans” shall mean, collectively, the Revolving Credit Loans and the Term Loans.

     “Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations, properties or condition (financial or otherwise) of the Company or any Guarantor, or (b) the ability of the Company or any Guarantor to perform any of their respective material obligations under any Loan Document to which they are a party.

     “Material Contract” shall mean, with respect to any Person, each contract, instrument or agreement to which such Person is a party which is not entered into in the ordinary course of such Person’s business and which is material to the business, operations, properties or condition (financial or otherwise) of such Person.

     “Non-Domestic Person” shall mean any Person which is not organized under the laws of any state of the United States of America.

     “Non-Domestic Subsidiary” shall mean any Subsidiary of the Company or any Guarantor which is not a Domestic Subsidiary.

     “Notes” shall mean, collectively, the Revolving Credit Note and the Term Loan Notes. “Note” shall mean the Revolving Credit Note and each Term Loan Note individually.

     “Obligations” shall mean all obligations, liabilities and indebtedness of the Company to the Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, due or not, whether created directly or acquired by assignment or otherwise, arising under or in connection with this Agreement and the other Loan Documents, including, without limitation, all obligations, liabilities and indebtedness of the Company with respect to the principal of and interest on the Loans, reimbursement of Letters of Credit, obligations under any Hedging Agreement and foreign currency exchange agreements relating to the Indebtedness of the Company arising under this Agreement, and the payment and performance of all other obligations, liabilities, and indebtedness of the Company to the Bank hereunder (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, and interest that but for the filing of a petition in bankruptcy with respect to the Company, would accrue on such obligations, whether or not a claim is allowed against the Company for such interest in the related bankruptcy proceeding), under the Notes or with respect to the Loans, including without limitation all fees, costs, expenses and indemnity obligations hereunder. Notwithstanding anything to the contrary, the term Obligations when used in the Guaranty and the Security Documents shall include each Letter of Credit Party’s reimbursement obligations with respect to all Letters of Credit.

     “Officer’s Certificate” shall mean a certificate signed by an Executive Officer of the Company.

     “Payment Office” shall mean the Bank’s office located at 730 Veterans Memorial Highway, Hauppauge, New York 11788, Attention: Relationship Officer — Globecomm Systems Inc. or such other office hereinafter designated by the Bank as its Payment Office.

     “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

     “Permitted Acquisition” shall mean any acquisition (whether by merger or otherwise) by the Company or any Guarantor 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 Guarantor 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; (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 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 to the Bank that, on a pro forma basis, (i) the Company will be in compliance with the financial condition covenants of Section 7.13 hereof upon completion of such Acquisition; (g) evidence 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, (h) the aggregate purchase price (excluding consideration consisting of the Company’s common stock) paid in connection with all Permitted Acquisitions during the term of this Agreement shall not exceed the Term Loan Commitment; and (i) not more than two (2) Permitted Acquisitions may be consummated prior to the Term Loan Commitment Expiration Date, of which only one (1) Permitted Acquisition may involve the acquisition of ownership interests of a Non-Domestic Person or the purchase of all or substantially all of the assets owned by such Non-Domestic Person.

     “Permitted Liens” shall mean those Liens described in Section 7.01 hereof.

     “Permitted Investments” shall mean (i) direct obligations of the United States of America or any governmental agency thereof, provided that such obligations mature within one year from the date of acquisition thereof; (ii) dollar denominated certificates of time deposit maturing within one year issued by any commercial bank organized and existing under the laws of the United Sates or any state thereof and having aggregate capital and surplus in excess of $1,000,000,000; (iii) money market mutual funds having assets in excess of $2,500,000,000; or (iv) commercial paper rated not less than P-1 or A-1 or their equivalent by Moody’s Investor Services, Inc. or Standard & Poor’s Rating Group, respectively.

     “Person” shall mean any natural person, corporation, limited liability company, limited liability partnership, business trust, joint venture, association, company, partnership or Governmental Authority.

     “Plan” shall mean any multi-employer or single-employer plan defined in Section 4001 of ERISA, which is maintained, or at any time during the five calendar years preceding the date of this Agreement was maintained for employees of the Company, any Guarantor or an ERISA Affiliate.

     “Pledge Agreements” shall mean, collectively, those Pledge Agreements, substantially in the form attached hereto as Exhibit D , which may be hereinafter executed and delivered by the Company or a Guarantor with respect to any Non-Domestic Subsidiaries in accordance with Section 6.10 hereof, as same may hereafter be amended, restated, supplemented or otherwise modified, from time to time.

     “Prime Rate” shall mean the rate per annum publicly announced by the Bank from time to time as its prime rate in effect at its principal office, each change in the Prime Rate shall be effective on the date such change is announced to become effective.

     “Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System as the same may be amended or supplemented from time to time.

     “Reportable Event” shall mean an event described in Section 4043(b) of ERISA with respect to a Plan as to which the 30 day notice requirement has not been waived by the PBGC.

     “Reserve Adjusted Libor” shall mean with respect to the Interest Period pertaining to a Libor Rate Loan, a rate per annum equal to the product (rounded upwards to the next higher 1/16 of one percent) of (a) the annual rate of interest at which Dollar deposits of an amount equal to the amount of the portion of the proposed Libor Rate Loan and for a period equal to the Interest Period applicable thereto which appears on Telerate Page 3750 at approximately 11:00 A.M. (London time) on the second Business Day prior to the commencement of such Interest Period, multiplied by (b) the Eurocurrency Reserve Requirement.

     If the rate described in clause (a) above does not appear on the Telerate system on any applicable interest determination date, then the rate described in clause (a) shall be determined by reference to the rate for deposits in Dollars of an amount equal to the amount of the proposed Libor Rate Loan for a period substantially equal to the Interest Period on the Reuters Page “LIBO” (or such other page as may replace the LIBO Page on that service for the purpose of displaying such rates), as of 11:00 a.m. (London Time) on the date that is three Business Days prior to the beginning of such Interest Period.

     If both the Telerate and Reuters system are unavailable, then the rate described in clause (a) for that date will be determined on the basis of the offered rates for deposits in U.S. dollars for a period of time comparable to such applicable Interest Period which are offered by four major banks selected by the Bank in the London interbank market at approximately 11:00 a.m. (London time) on the day that is three Business Days preceding the first day of such Interest Period. The principal London office of each of the four major banks will be requested to provide a quotation of its U.S. dollar deposit offered rate. If at least two such quotations are provided, the rate described in clause (a) for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate described in clause (a) for that date will be determined on the basis of the rates quoted for loans in U.S. dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York, New York at approximately 11:00 a.m. (New York, New York time) on the day that is three Business Days preceding the first day of such Interest Period. In the event that the Bank is unable to obtain any such quotation as provided above, it will be deemed that Reserve Adjusted Libor pursuant to a Libor Rate Loan cannot be determined.

     “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 $7,500,000.

     “Revolving Credit Commitment Period” shall mean the period from and including the Closing Date to, but not including, the Revolving Credit Commitment Termination Date or such earlier date as the Revolving Credit Commitment shall terminate as provided herein.

     “Revolving Credit Commitment Termination Date” shall mean the earlier of (a) the Term Loan Commitment Expiration Date and (b) March 9, 2010.

     “Revolving Credit Loans” shall have the meaning set forth in Section 2.01 hereof.

     “Revolving Credit Note” shall have the meaning set forth in Section 2.02 hereof.

     “SBLC Rate” shall mean the percentage set forth below opposite the average daily balance of cash and cash equivalents maintained in money market and certificates of deposit with the Bank during the applicable fiscal quarter:

     “Security Agreements” shall mean, collectively, the General Security Agreement, substantially in the form attached hereto as Exhibit E , to be executed and delivered on the Closing Date by the Company and each Guarantor and, thereafter, by each Person who may be required to execute the same pursuant to Section 6.10 hereof, as same may be amended, restated, supplemented or otherwise modified, from time to time.

     “Security Documents” shall mean the Security Agreements, the Pledge Agreements, and each other collateral security document delivered to the Bank hereunder.

     “Solvent” shall mean with respect to the Company or a Guarantor, as applicable, as of the date of determination thereof that (i) the amount of the “present fair saleable value” of the assets of such Person (including goodwill) will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person (including goodwill) will, as of such date, be greater than the amount that will be required on its debts as such debts become absolute and matured, (iii) such Person will not have as of such date, an unreasonably small amount of capital with which to conduct its business, and (iv) such Person will be able to pay its debts as they mature.

     “Standby Letter of Credit” shall mean any letter of credit issued to support an obligation

of a Person and which may be drawn on only upon the failure of such Person to perform such obligation or other contingency.

     “Standby Letter of Credit Commitment” shall mean the obligation of the Bank to issue Standby Letters of Credit on the terms herein described in an aggregate amount up to $30,000,000.

     “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.

     “Subsidiaries” shall mean with respect to any Person any corporation, association or other business entity more than 50% of the voting stock or other ownership interest of which is at the time owned or controlled, directly or indirectly, by such Person or one or more of its Subsidiaries or a combination thereof.

     “Telerate Page 3750” shall mean the display designated as “Page 3750” on the Associated Press-Dow Jones Telerate Service (or such other page as may replace Page 3750 on the Associated Press-Dow Jones Telerate Service or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association interest settlement rates for Dollar deposits). Each Reserve Adjusted Libor rate based on the rate displayed on Telerate Page 3750 shall be subject to corrections, if any, made in such rate and displayed by the Associated Press-Dow Jones Telerate Service within one hour of the time when such rate is first displayed by such service.

     “Term Loan” shall have the meaning set forth in Section 2.03.

     “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 $25,000,000.

     “Term Loan Commitment Expiration Date” shall mean shall mean the earlier of (a) the Revolving Credit Commitment Termination Date and (b) March 9, 2010.

     “Term Loan Maturity Date” shall mean, with respect to any Term Loan, a period not to exceed five years from the applicable Borrowing Date as selected by the Company in its notice of borrowing.

     “Term Loan Notes” shall have the meaning set forth in Section 2.04.

     “Total Credit Commitment” shall mean $50,000,000.

     “Turbo” shall mean Turbo Logic Associates, LLC, a Delaware limited liability company.

     “Type” shall mean as to any Loan its status as an Alternate Base Rate Loan or a Libor Rate Loan.

     “Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the present value of the accrued benefits under the Plan as of the close of its most recent plan year exceeds the fair market value of the assets allocable thereto, determined in accordance with Section 412 of the Code.

      SECTION 1.02. Accounting Terms . Except as otherwise herein specifically provided, each accounting term used herein shall have the meaning given to it under Generally Accepted Accounting Principles. “Generally Accepted Accounting Principles” or “GAAP” shall mean those generally accepted accounting principles and practices which are recognized as such by the American Institute of Certified Public Accountants acting through the Financial Accounting Standards Board (“FASB”) or through other appropriate boards or committees thereof and which are consistently applied for all periods so as to properly reflect the Consolidated financial condition, and the Consolidated results of operations and cash flows of the Company and its Subsidiaries except that any accounting principle or practice required to be changed by the FASB (or other appropriate board or committee of the FASB) in order to continue as a generally accepted accounting principle or practice may be so changed. Any dispute or disagreement between the Company and the Bank relating to the determination of Generally Accepted Accounting Principles shall, in the absence of manifest error, be conclusively resolved for all purposes hereof by the written opinion with respect thereto, delivered to the Bank, of nationally recognized independent certified public accountants selected by the Company and reasonably acceptable to the Bank for the purpose of auditing the periodic Consolidated financial statements of the Company and its Subsidiaries.

ARTICLE II
LOANS

      SECTION 2.01. Revolving Credit Loans . (a) Subject to the terms and conditions, and relying upon the representations and warranties, set forth herein, the Bank agrees to make loans (individually a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Company at any time or from time to time on or after the date hereof and until the Revolving Credit Commitment Termination Date in an aggregate principal amount at any time outstanding not in excess of the Revolving Credit Commitment, provided , however , that no Revolving Credit Loan shall be made if, after giving effect to such Revolving Credit Loan, the Aggregate Outstandings would exceed the Total Credit Commitment in effect at such time. During the Revolving Credit Commitment Period, the Company may from time to time borrow, repay and reborrow hereunder on or after the date hereof and prior to the Revolving Credit Commitment Termination Date, subject to the terms, provisions and limitations set forth herein. The Revolving Credit Loans may be (i) Libor Rate Loans, (ii) Alternate Base Rate Loans or (iii) a combination thereof.

          (b) The initial Revolving Credit Loan made by the Bank shall be made against delivery to the Bank of the Revolving Credit Note, payable to the order of the Bank, as referred to in Section 2.02 hereof. The Bank will make available each requested Revolving Credit Loan to the Company by crediting the proceeds thereof into an account of the Company at the Payment Office on the date and in the amount set forth in the applicable notice of borrowing.

          (c) The Company shall give the Bank irrevocable written notice (or telephonic notice promptly confirmed in writing) not later than 12:00 noon, New York, New York time, three Business Days prior to the date of each proposed Libor Rate Loan under this Section 2.01

or prior to 12:00 noon New York, New York time on the date of each proposed Alternate Base Rate Loan under this Section 2.01. Such notice shall be irrevocable and shall specify (i) the amount and Type of the proposed borrowing, (ii) the proposed use of the loan proceeds, (iii) the initial Interest Period if a Libor Rate Loan, and (iv) the proposed Borrowing Date. Except for borrowings which utilize the full remaining amount of the Revolving Credit Commitment, each borrowing of an Alternate Base Rate Loan shall be in an amount not less than $200,000 or, whole multiples of $100,000 in excess thereof. Each borrowing of a Libor Rate Loan shall be in an amount not less than $500,000 or whole multiples of $100,000 in excess thereof.

          (d) The Company shall have the right, upon not less than three Business Days’ prior written notice to the Bank, to terminate the Revolving Credit Commitment or from time to time to permanently reduce the amount of the Revolving Credit Commitment; provided, however, that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans made on the effective date thereof, the aggregate principal amount of the Revolving Credit Loans outstanding would exceed the Revolving Credit Commitment as then reduced; provided, further, that any such termination or reduction requiring prepayment of any Libor Rate Loan shall be made only on the last day of the Interest Period with respect thereto. Any such reduction shall be in the amount of $500,000 or whole multiples of $100,000 in excess thereof, and shall reduce permanently the amount of the Revolving Credit Commitment then in effect.

          (e) The Revolving Credit Commitment shall automatically terminate on the Revolving Credit Commitment Termination Date. Upon such termination, the Company shall immediately repay in full the principal amount of the Revolving Credit Loans then outstanding, together with all accrued interest thereon and all other amounts due and payable hereunder.

      SECTION 2.02. Revolving Credit Note . The Revolving Credit Loans made by the Bank shall be evidenced by 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. The date and amount of each Revolving Credit Loan, the Type and the date and amount of each payment or prepayment of principal of each Revolving Credit Loan shall be recorded on the grid schedule annexed to the Revolving Credit Note, and the Company authorizes the Bank to make such recordation; provided , however , that the failure of the Bank to set forth each such Revolving Credit Loan, payment and other information on such grid shall not in any manner affect the obligation of the Company to repay each Revolving Credit Loan made by the Bank in accordance with the terms of the Revolving Credit Note and this Agreement. The Revolving Credit Note, the grid schedule and the books and records of the Bank shall constitute conclusive evidence of the information so recorded absent manifest error. The aggregate unpaid amount of the Revolving Credit Loans of the Bank at any time shall be the principal amount owing on the Revolving Credit Note of the Company at such time.

      SECTION 2.03. Term Loans . (a) Subject to the terms and conditions set forth in this Agreement, the Bank agrees to make up to two (2) 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, and provided , further , that any Term Loan made to finance an Acquisition relating to the acquisition of ownership interests of a Non-Domestic Person or the purchase of all or substantially all of the assets owned by such Non-Domestic Person or the purchase of a division, business unit or product line of a Non-Domestic Person shall not exceed $12,500,000. Each borrowing of a Term Loan shall be in a minimum principal amount of $5,000,000. Availability under the Term Loan Commitment 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.

          (b) The Company shall give the Bank irrevocable written notice (or telephonic notice promptly confirmed in writing) not later than 12:00 noon, New York, New York time, three Business Days prior to the date of each proposed Libor Rate Loan under this Section 2.03 or prior to 12:00 noon New York, New York time on the date of each proposed Alternate Base Rate Loan under this Section 2.03. Such notice shall be irrevocable and shall specify (i) the amount and Type of the proposed borrowing, (ii) the initial Interest Period if a Libor Rate Loan, (iii) the proposed Borrowing Date and the (iv) the proposed Term Loan Maturity Date provided that such date shall not exceed five (5) years from the Borrowing Date of such Term Loan.

      SECTION 2.04. Term Loan Notes. Each Term Loan to the Company shall be evidenced by a promissory note of the Company (individually a “ Term Loan Note ” and, collectively, the “ Term Loan Notes ”), substantially in the form attached hereto as Exhibit B , each 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 amount of such Term Loan advanced on the applicable Borrowing Date. Each Term Loan Note shall (a) be stated to mature on the applicable Term Loan Maturity Date, (b) bear interest from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding as provided in Section 3.01 and (c) be payable in such number of consecutive equal monthly installments so that the amount of such Term Loan shall be full amortized by the applicable Term Loan Maturity Date and such installments shall commence on the first day of the month following the Borrowing Date of such Term Loan and on the first day of each month thereafter, provided that the outstanding principal amount of each Term Loan shall be due and payable on the applicable Term Loan Maturity Date, together with interest thereon as of such date. Each Term Loan shall bear interest from the date of funding thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum specified in Section 3.01. The date and amount of each Term Loan , the Type and the date and amount of each payment or prepayment of principal of such Term Loan shall be recorded on a schedule annexed to such Term Loan Note, and the Company authorizes the Bank to make such recordation; provided , however , that the failure of the Bank to set forth payments and other information in such grid shall not in any manner affect the obligation of the Company to repay each Term Loan made by the Bank in accordance with the terms of this Agreement. Each Term Loan Note, the grid schedule and the books and records of the Bank shall constitute conclusive evidence of the information so recorded absent manifest error.

      SECTION 2.05. Letters of Credit.

          (a)  Generally . Subject to the terms and conditions set forth in this Agreement, upon the written request of a Letter of Credit Party in accordance herewith, the Bank shall issue, at any time during the Revolving Credit Commitment Period for the account of such Letter of

Credit Party, (i) Commercial Letters of Credit, in an aggregate amount not to exceed the Commercial Letter of Credit Commitment and (ii) Standby Letters of Credit, in an aggregate amount not to exceed the Standby Letter of Credit Commitment. Notwithstanding the foregoing, no Letter of Credit shall be issued or created if, after giving effect to the same, Aggregate Outstandings would exceed the Total Credit Commitment. The Company agrees that it shall be jointly and severally obligated with any other Letter of Credit Party for all Letters of Credit issued by the Bank hereunder regardless of whether the Company is the named account party for such Letter of Credit. Notwithstanding anything contained herein to the contrary, the Bank shall be under no obligation to issue a Letter of Credit, if any order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin, restrict or restrain the Bank in any respect relating to the issuance of such Letter of Credit or a similar letter of credit, or any law, rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Bank shall prohibit or direct the Bank in any respect relating to the issuance of such Letter of Credit or similar letter of credit, or shall impose upon the Bank with respect to any Letter of Credit any restrictions, any reserve or capital requirement or any loss, cost or expense not reimbursed by the Company and/or the applicable Letter of Credit Party to the Bank. Each request for issuance of a Letter of Credit shall be in writing and shall be received by the Bank by no later than 12:00 p.m. on the day which is at least two Business Days prior to the proposed date of issuance. Such issuance shall occur by no later than 5:00 p.m. on the proposed date of issuance (assuming proper prior notice as aforesaid). Subject to the terms and conditions contained herein, the expiry dates, the type of Letter of Credit (i.e., Commercial Letter of Credit or Standby Letter of Credit), the purpose, the amounts and the beneficiaries of the Letters of Credit will be as designated by the applicable Letter of Credit Party. Each Letter of Credit issued by the Bank hereunder shall identify: (i) the dates of issuance and expiry of such Letter of Credit, (ii) the amount of such Letter of Credit (which shall be a sum certain, although partial drawings shall be permitted), (iii) the beneficiary and account party of such Letter of Credit, and (iv) the drafts and other documents necessary to be presented to the Bank upon drawing thereunder. The Company and each Letter of Credit Party agrees to execute and deliver to the Bank such further documents and instruments in connection with any Letter of Credit issued hereunder (including without limitation, applications therefore and the Bank’s Master Letter of Credit Agreement) as the Bank in accordance with its customary practices may reasonably request.

          (b)  Expiration Date . Each Commercial Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Commercial Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the Revolving Credit Commitment Termination Date. Each Standby Letter of Credit shall expire not later than the close of business on the date four years after the date of the issuance of such Standby Letter of Credit, provided that if the Letter of Credit Party so requests in any Letter of Credit application, the Bank may, in its sole and absolute discretion, agree to issue a Standby Letter of Credit that has an automatic extension provision, as may be described in the Bank’s Master Letter of Credit Agreement, provided that such Standby Letter of Credit must permit the Bank to prevent any such extension at least once in each twelve-month period by giving notice to the beneficiary thereof not later that a day during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued. If this Agreement shall terminate, whether upon the Revolving Credit Commitment Termination Date or by reason of the occurrence and continuance of an Event of Default or otherwise, the Company shall either (x) arrange for any new lender to indemnify the Bank for the

Aggregate Letters of Credit Oustanding in a manner and pursuant to such documents satisfactory to the Bank in its sole discretion or (y) deposit in an account with the Bank an amount in cash equal to the Aggregate Letters of Credit Outstanding as of such date plus any accrued and unpaid interest thereon. Such deposit shall be held by the Bank as collateral for the payment and performance of the obligations of the Company under this Agreement. The Bank shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts.

          (c)  Drawings Under Letters of Credit. The applicable Letter of Credit Party and the Company hereby absolutely and unconditionally promise to pay to the Bank on the date of any drawing under a Letter of Credit, in immediately available funds from its accounts, the amount of such drawing under such Letter of Credit. If the Company and the applicable Letter of Credit Party so request by a notice of borrowing delivered to the Bank not later than 12:00 noon (New York, New York time) on the date of the drawing under a Letter of Credit in accordance with the terms hereof and if each of the conditions precedent to the making of a Loan set forth in Article V of this Agreement has been satisfied, on the Business Day on which a drawing under a Letter of Credit occurs, the amount of such drawing, plus interest thereon, for which the Bank has not been reimbursed by the Company and/or the relevant Letter of Credit Party, shall become a Revolving Credit Loan bearing interest at the Alternate Base Rate made by the Bank to the Company on such day.

          (d)  Letter of Credit Obligations Absolute . (i) The obligations of the Company and the relevant Letter of Credit Party to reimburse the Bank as provided hereunder in respect of drawings or payments under Letters of Credit shall rank pari passu with the obligations of the Company to repay the Loans hereunder, shall be absolute and unconditional under any and all circumstances and shall be secured pro rata with the other Obligations pursuant to the Security Documents in accordance with the provisions of the Security Documents. Without limiting the generality of the foregoing, the obligation of the relevant Letter of Credit Party to reimburse the Bank in respect of drawings under Letters of Credit shall not be subject to any defense based on the non-application or misapplication by the beneficiary of the proceeds of any such payment or the legality, validity, regularity or enforceability of the Letters of Credit or any related document or any dispute between or among the Company and/or the relevant Letter of Credit Party, or any of them, the beneficiary of any Letter of Credit or any financing institution or other party to which any Letter of Credit may be transferred. The Bank may accept or pay any draft presented to it under any Letter of Credit regardless of when drawn and whether or not negotiated, if such draft, accompanying certificate or documents and any transmittal advice are presented or negotiated on or before the expiry date of the Letter of Credit or any renewal or extension thereof then in effect, and conforms to the terms and conditions of such Letter of Credit. Furthermore, neither the Bank nor any of its correspondents shall be responsible, as to any document presented under a Letter of Credit which appears to be regular on its face, and appears on its face to conform to the terms of the Letter of Credit, for the validity or sufficiency of any signature or endorsement, for delay in giving any notice or failure of any instrument to bear a