EX-10.1






AMENDMENT NO. 1

to

CREDIT AGREEMENT

between

ASTRONICS CORPORATION

and

HSBC BANK USA, NATIONAL ASSOCIATION




THIS AMENDMENT dated as of July 25, 2007 (“Amendment”) to the Credit Agreement (as defined
below) is entered into between ASTRONICS CORPORATION, a New York corporation, with an office and
place of business at 130 Commerce Way, East Aurora, New York 14052 (“Company”) and HSBC BANK USA,
NATIONAL ASSOCIATION (“HSBC Bank”), a national banking association organized under the laws of the
United States of America, with an office at Commercial Banking Department, One HSBC Center,
Buffalo, New York 14203.



RECITALS




The Company and HSBC Bank entered into a Credit Agreement dated as of January 5, 2007 (“Credit
Agreement”), and now desire to amend the Credit Agreement to increase the amount of the Line of
Credit from $20,000,000 to $25,000,000 outstanding at any one time, all on the terms and conditions
set forth herein. All capitalized terms used but not otherwise defined in this Amendment shall
have the meanings set forth in the Credit Agreement.



CONDITIONS




The effectiveness of this Agreement is conditioned upon delivery of the following to HSBC
Bank:



1. Two fully executed duplicate originals of this Amendment;



2. One executed original of the Replacement Line of Credit Note in the form attached hereto as
Exhibit A (“Replacement Line Note”); and



3. Two executed original Company General Certificates, in form and content satisfactory to
HSBC Bank and its counsel, and including satisfactory resolutions adopted by the Board of Directors
of the Company authorizing the execution and delivery of this Amendment and the documents required
hereby, and the borrowing from HSBC Bank of $25,000,000 in the aggregate outstanding at any one
time under the Line of Credit on a secured basis.



AMENDMENTS




In consideration of the premises, the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the
Company and HSBC Bank agree as follows:



1. The Credit Agreement is hereby amended as follows:



a. The existing Definitions of “Line Limit” and “Line of Credit Note” set forth in Section 1.1
are hereby deleted in their entirety and replaced with the following new definitions:




“Line Limit” — Twenty-Five Million and 00/100 Dollars ($25,000,000), reduced
by the amount set forth in any reduction notice received by HSBC Bank
pursuant to Section 2.13 of this Agreement.




“Line of Credit Note” — the Replacement Line of Credit Note issued by the
Company to HSBC Bank in the principal amount of $25,000,000, and any
replacement thereof, to evidence the financing extended by HSBC Bank to the
Company in the form of Line Loans pursuant to the terms of this Agreement.



b. The existing Exhibit A is hereby deleted in its entirety and replaced with Exhibit A
annexed to this Amendment.



2. The amendments to the Credit Agreement herein contained are limited specifically to the
matters set forth above and do not constitute directly or by implication an amendment of any other
provisions of the Credit Agreement or constitute a waiver of any default which may occur or may
have occurred under the Credit Agreement.



REPRESENTATIONS AND WARRANTIES




The Company hereby represents and warrants to HSBC Bank as follows:



1. No Event of Default specified in the Credit Agreement, nor any event which, upon notice or
lapse of time or both, would constitute such an Event of Default, has occurred and is continuing
after giving effect to the amendments herein.



2. The execution, delivery and performance by the Company of this Amendment and the
Replacement Line Note are within the Company’s corporate powers, have been duly authorized by all
necessary corporate and shareholder action, and do not, and will not, (i) contravene the Company’s
certificate of incorporation or by-laws, (ii) violate any law, including, without limitation, the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any
rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict
with or result in the breach of, or constitute a default under, any material contract, loan
agreement, mortgage, deed of trust or any other material instrument or agreement binding on the
Company or the Company’s property, or (iv) result in or require the creation or imposition of any
lien upon or with respect to any property of the Company.



3. Each of this Amendment and the Replacement Line Note has been duly executed and delivered
by the Company, and this Amendment has been duly executed and delivered by the Guarantors. This
Amendment is a legal, valid and binding obligation of the Company and the Guarantors enforceable
against the Company and the Guarantors in accordance with its terms. The Replacement Line Note is
the legal, valid and binding obligation of the Company enforceable against the Company in
accordance with its terms.



4. No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other third party is required for the due
execution, delivery or performance by the Company or the Guarantors of this Amendment or the
Replacement Line Note to which the Company or any of the Guarantors is a party.



CONSENTS, ACKNOWLEGEMENTS AND REAFFIRMATIONS




1. By execution and delivery of this Amendment, the Company hereby reaffirms the Credit
Agreement as modified by this Amendment and all documents and instruments executed and delivered to
HSBC Bank in connection with the Credit Agreement, and agrees that all of such documents remain in
full force and effect. All references in the Credit Agreement to the Credit Agreement shall mean
the Credit Agreement as amended by this Amendment.



2. By their execution and delivery of this Amendment, each of the Guarantors hereby consents
to this Amendment, reaffirms the execution and delivery of their respective Guaranty and each of
the Collateral Documents to which such Guarantor is a party, and each Guarantor further
acknowledges that such Guaranty and Collateral Documents guaranty and secure repayment of all of
the indebtedness incurred under the Credit Agreement as amended by this Amendment, including the
indebtedness evidenced by the Replacement Line Note.



OTHER ITEMS




1. The Company agrees to pay all reasonable out-of-pocket expenses and fees actually incurred
by HSBC Bank in connection with the preparation of this Amendment, including but not limited to,
the reasonable fees and disbursements of counsel to HSBC Bank.



2. 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 agreement.



3. This Amendment shall be governed by 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, the parties hereto have caused this instrument to be duly executed on the
date first above written.



ASTRONICS CORPORATION



By     



David C. Burney,



Vice President – Finance and Treasurer



HSBC BANK USA, NATIONAL ASSOCIATION



By      



Mark F. Zeis, Senior Vice President



Consented to, Acknowledged and Reaffirmed


as of July 25, 2007



ASTRONICS ADVANCED ELECTRONIC



SYSTEMS CORP., as a Guarantor



By     



David C. Burney, Treasurer



LUMINESCENT SYSTEMS, INC., as a Guarantor



By     



David C. Burney, Treasurer



Doc # 01-1673661.2



1




Exhibit A




REPLACEMENT LINE OF CREDIT NOTE




$25,000,000.00 Buffalo, New York



As of July 25, 2007




FOR VALUE RECEIVED, the undersigned, ASTRONICS CORPORATION (“Company”), unconditionally
promises to pay on or before January 5, 2009 to the order of HSBC BANK USA, NATIONAL ASSOCIATION
(“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) TWENTY-FIVE MILLION DOLLARS ($25,000,000.00) or (b) the aggregate unpaid principal
amount of all Line Loans made by HSBC Bank to the Company pursuant to the Credit Agreement dated as
of January 5, 2007 between the Company and HSBC Bank, as the same may from time to time 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 the Maturity Date 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 February 1, 2007 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 maturity, whether by acceleration or
otherwise, this Note shall bear interest at a rate per annum equal to two percent (2%) 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 collateral, interest rate options and periods, and rights of
prepayment and applicable fees on the occurrence of certain events.



The Company agrees to pay on demand 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 conflict of laws.



This Note is given in substitution and replacement for, but not in payment of, a Line of
Credit Note dated January 5, 2007 in the face principal amount of $20,000,000 issued by the Company
to HSBC Bank.



ASTRONICS CORPORATION




By:     

David C. Burney

Vice President-Finance and Treasurer





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