EX-4.1(C)



 





EXHIBIT 4.1(c)




ASTRONICS CORPORATION




AMENDMENT NUMBERS 2 AND 4 DATED MARCH 31, 2005




AMENDMENT NOS. 2 AND 4




This Amendment (“Amendment”) dated as of March 31, 2005 amends both the Original Credit Agreement
(as defined below) and the 2003 Credit Agreement (as defined below) and is made by and among
ASTRONICS CORPORATION, a New York corporation (“Astronics”) and HSBC BANK USA, NATIONAL
ASSOCIATION, successor by merger to HSBC Bank USA (“HSBC Bank”).



Recitals




I. Original Credit Agreement




1. Astronics and HSBC Bank USA (now HSBC Bank USA, National Association) are the original
parties to a Credit Agreement dated as of July 1, 1999, as amended by Amendment Nos. 1, 2 and
3 thereto (“Original Credit Agreement”) which contains certain financial covenants which
continue to be applicable to Astronics.




2. As of July 1, 1999, at the request of Astronics and its subsidiary Luminescent Systems,
Inc. (“LSI”), HSBC Bank USA issued its letter of credit in the original amount of
$7,086,301.37 (“NH Letter of Credit”) in support of certain bonds issued by the Business
Finance Authority of the State of New Hampshire (“NH Agency”) in the original face amount of
$7,250,000 (“NH Bonds”) for the purpose of assisting in the financing of the acquisition and
construction of a manufacturing facility for LSI at Lot 27, Centerra Business Park, 4 Lucent
Drive, Lebanon, New Hampshire.




3. LSI and HSBC Bank USA entered into an Amended and Restated Letter of Credit and
Reimbursement Agreement dated as of July 1, 1999 (“NH L/C Agreement”), and Astronics entered
into a Limited Continuing Guaranty dated as of July 1, 1999 in favor of HSBC Bank USA (“NH
Guaranty”) in support of the NH Letter of Credit and the NH L/C Agreement.




4. As of October 1, 1999, the Erie County Industrial Development Agency (“ECIDA”) issued its
Adjustable Rate Demand Industrial Development Revenue Bonds (1999 Luminescent Systems, Inc.
Project) in the maximum amount of $7,000,000 (“ECIDA Bonds”) to assist LSI in the acquisition
and construction of a facility at Commerce Green, Route 20A, East Aurora, New York, and the
acquisition and installation of certain manufacturing equipment at such facility.




5. At the request of Astronics and LSI, HSBC Bank USA issued its letter of credit to
facilitate the issuance and sale of the ECIDA Bonds (“ECIDA Letter of Credit”), and Astronics
and HSBC Bank USA entered into a Letter of Credit and Reimbursement Agreement dated as of
October 1, 1999 (“ECIDA L/C Agreement”) and Astronics gave to HSBC Bank USA a Limited
Continuing Guaranty dated as of October 1, 1999 (“ECIDA Guaranty”) to support the ECIDA
Letter of Credit.




6. By their terms, the ECIDA L/C Agreement and the NH L/C Agreement (collectively, the “L/C
Agreements”) incorporate by reference certain of the financial covenants from the Original
Credit Agreement regardless of whether the Original Credit Agreement is in effect.




7. LSI and Astronics have requested that HSBC Bank consider amending certain of the financial
covenants in the Original Credit Agreement.



II. 2003 Credit Agreement




1. HSBC Bank and Astronics are also parties to a Credit Agreement dated as of February 20,
2003, as amended by Amendment No. 1 (“2003 Credit Agreement”) pursuant to which Astronics
could borrow up to $11,000,000 on a demand basis. Astronics has requested that HSBC Bank
increase from $11,000,000 to $15,000,000 the amount that can be borrowed under the 2003
Credit Agreement. HSBC Bank is willing to make the requested amendments to the Original
Credit Agreement and the 2003 Credit Agreement on the terms and conditions set forth herein,
and provided that each of LSI and Astronics makes the acknowledgments, reaffirmations and
agreements set forth herein. Capitalized terms not otherwise defined herein have the meanings
specified in the Original Credit Agreement or the 2003 Credit Agreement as appropriate.



NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:



A. Amendment No. 4 to Original Credit Agreement.




1. Section 6.14 of the Original Credit Agreement entitled “EBITDA Maintenance” is hereby
deleted in its entirety.



 









 





B. Amendment No. 2 to 2003 Credit Agreement.




1. The existing Section 2.1(a) of the 2003 Credit Agreement entitled “Line Loans” is amended
to delete the words and numbers “Eleven Million Dollars ($11,000,000)” and substitute in
their place the words and numbers “Fifteen Million Dollars ($15,000,000)”, thereby increasing
the Line Limit to $15,000,000.




2. The existing Exhibit A entitled “Line of Credit Note” is hereby deleted in its entirety
and Exhibit A to this Amendment is substituted in its place.



C. Conditions.



This Amendment shall become effective upon HSBC Bank’s receipt of: (i) three original executed
counterparts hereof signed by all parties; (ii) one executed original of a new Line of Credit Note
in the form annexed hereto as Exhibit A with all blanks appropriately

completed; and (iii) the agreement of Astronics, evidenced by its signature hereon, to provide to
HSBC Bank, not later than May 16, 2005, satisfactory evidence of the passage of a corporate
resolution by the Board of Directors of Astronics authorizing the increase of the Line Limit to
$15,000,000.



D. Reaffirmations and Acknowledgment.



The L/C Agreements, the ECIDA Guaranty and the NH Guaranty, each as modified hereby, remain in full
force and effect, and Astronics and LSI by their signatures hereto hereby reaffirm the granting and
effectiveness thereof. The 2003 Credit Agreement, as modified hereby, remains in full force and
effect, and Astronics by its signature hereon reaffirms the effectiveness thereof. LSI and
Astronics each acknowledge the benefit received by them as a result of the amendments made herein.



D. Other Provisions.




1. This Amendment may be executed in any number of counterparts and by the parties hereto on
separate counterparts, each of which when so executed and delivered shall be an original, but
all such counterparts shall together constitute one and the same Amendment.


2. This Amendment shall be governed and construed under the internal laws of the State of New
York, as the same may from time to time be in effect, without regard to principles of
conflicts of laws.



IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first above written.


ASTRONICS CORPORATION



By                                                            

David C. Burney

Vice President-Finance & Treasurer



HSBC BANK USA, NATIONAL ASSOCIATION



By                                                            

David A. Young

Vice President




Acknowledged and agreed as of the date first above written.


LUMINESCENT SYSTEMS, INC.



By                                                            

David C. Burney

Vice President-Finance & Treasurer




 









 





Exhibit A




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 $11,000,000 dated as of March 18, 2005 and issued by the
Company to HSBC Bank USA, National Association, successor to HSBC Bank USA which was 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