EX-4.1(D)



 





EXHIBIT 4.1(d)




ASTRONICS CORPORATION




LINE OF CREDIT NOTE DATED MARCH 31, 2005




LINE OF CREDIT NOTE




			
	 	 	 
	$15,000,000.00
	 	Buffalo, New York                              
	 
	 	As of March 31, 2005                              






          FOR VALUE RECEIVED, the undersigned, ASTRONICS CORPORATION (“Company”), unconditionally
promises to pay ON DEMAND to the order of HSBC BANK USA, NATIONAL ASSOCIATION, successor to HSBC
Bank USA (“HSBC Bank”) at its One HSBC Center office, Buffalo, New York 14203, or at the holder’s
option, at such other place as may be designated in writing by the holder, the principal sum equal
to the lesser of (a) FIFTEEN MILLION DOLLARS ($15,000,000.00) or (b) the aggregate unpaid principal
amount of all Line Loans made by HSBC Bank to the Company pursuant to the Credit Agreement dated of
even date herewith between the Company and HSBC Bank, as the same has been amended through the date
hereof and may from time to time hereafter be amended, supplemented or otherwise modified (“Credit
Agreement”), together with interest at the rate and on the terms as specified herein. All
capitalized terms used in this Note and not otherwise defined shall have the meanings set forth in
the Credit Agreement.



          This Note shall bear interest on the balance of principal from time to time unpaid from the
date hereof until demand by HSBC Bank at the rates and on the dates determined in accordance with
Section 2.3 of the Credit Agreement. Interest shall be calculated on the basis of a 360-day year
and actual days elapsed which will result in a higher effective annual rate. Interest on Prime
Rate Loans shall be payable monthly in arrears commencing on April 1, 2005 and on the first day of
each month thereafter. Interest on LIBOR Loans shall be payable on the earlier of (i) the end of
each LIBOR Interest Period, or (ii) the first day of each month. Interest shall also be payable
on the date this Note is paid in full. After demand by HSBC Bank, this Note shall bear interest at
a rate per annum equal to three percent (3%) in excess of the rate of interest otherwise in effect
from time to time; provided, however, in no event shall the rate of interest on this Note exceed
the maximum rate authorized by applicable law. Payments of both principal and interest are to be
made in lawful money of the United States of America in immediately available funds.



          HSBC Bank is authorized to inscribe on the schedule on the reverse side hereof or any
continuation thereof (“Schedule”) the amount, and the date of making, continuation or conversion of
each Line Loan, each payment of principal with respect thereto, its character as a LIBOR Loan or
Prime Rate Loan and the dates on which each LIBOR Interest Period shall begin and end. Each entry
on the Schedule attached hereto (and any continuation thereof) shall be prima facie evidence of the
facts so set forth. No failure by HSBC Bank to make, and no error by HSBC Bank in making, any
inscription on the Schedule shall affect the Company’s obligation to repay the full principal
amount of the Line Loans made by HSBC Bank to the Company or the Company’s obligation to pay
interest thereon at the agreed upon rate.



          If any payment on this Note becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day, and Company will pay
interest at the then applicable rate until the date of actual receipt of such payment by the holder
of this Note.



          No modification, rescission, waiver, release or amendment of any provision of this Note shall
be made except by a written agreement subscribed by duly authorized officers of the Company and the
holder hereof.



          The Company hereby waives diligence, presentment, protest and demand, and also notice of
protest, demand, dishonor and nonpayment of this Note.



          This Note is the Line of Credit Note referred to in the Credit Agreement, to which reference
is hereby made with respect to interest rate options and rights of repayment and applicable fees on
the occurrence of certain events.



          The Company agrees to pay all out-of-pocket costs and expenses incurred by the holder in
preserving the holder’s rights, enforcing this Note or in collecting the indebtedness evidenced
hereby, including, without limitation, if the holder retains counsel for any such purposes,
reasonable attorneys’ fees and expenses.



          This Note shall be construed under, and governed by, the internal laws of the State of New
York without regard to principles of conflicts of laws.



          This Note is given in substitution and replacement for, but not in payment of, a Line of
Credit Note in the face



 









 







principal amount of $8,000,000 dated as of February 20, 2003 and issued by the Company to HSBC Bank
USA which became HSBC Bank USA, National Association on July 1, 2004 and succeeded to the rights
and obligations of HSBC Bank USA.


ASTRONICS CORPORATION

By:                                                            

David C. Burney

Vice President-Finance and Treasurer




SCHEDULE




LOANS AND PAYMENT OF PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DATE LOAN	 	AMOUNT OF	 	 	 	 	 	 	 	 
	 	 	MADE,	 	LOAN MADE,	 	LIBOR	 	AMOUNT OF	 	AGGREGATE	 	 
	 	 	CONTINUED	 	CONTINUED	 	INTEREST	 	PRINCIPAL	 	UNPAID	 	NOTATION
	TYPE OF	 	OR	 	OR	 	PERIOD	 	PAID OR	 	PRINCIPAL	 	MADE BY
	LOAN	 	CONVERTED	 	CONVERTED	 	DATES	 	PREPAID	 	BALANCE	 	AND DATE