Exhibit 10.1





EXHIBIT 10.1




AMENDMENT NO. 2

TO

AMENDED AND RESTATED CREDIT AGREEMENT




This amendment dated as of December 23, 2009 (“Amendment”) to the Agreement, as defined below,
is entered into by and among Astronics Corporation (“Borrower”), each of the lenders under the
Agreement, i.e., HSBC Bank USA, National Association, Bank of America, N.A. and KeyBank National
Association (collectively, the “Lenders”), and HSBC Bank USA, National Association as agent for the
Lenders under the Agreement (“Agent”), and as the Swingline Lender and Issuing Bank. Terms used
herein and not otherwise defined are used with their defined meanings from the Agreement.



Recitals




A. Borrower, the Agent and the Lenders are the present parties to an Amended and Restated
Credit Agreement dated as of January 30, 2009, as amended by Amendment No. 1 thereto dated as of
June 30, 2009 (collectively, the “Agreement”). Borrower has requested that the Lenders and the
Agent amend the Agreement to revise certain of the financial covenants therein, change the
amortization of the Term Loans, reduce the Maximum Limit of the Revolving Credit and change the
application of certain optional prepayments made on the Term Loans.



B. The Lenders and the Agent are agreeable to the foregoing to the extent set forth in this
Amendment.



C. The Borrower and each of the Guarantors will benefit from the changes to the Agreement set
forth herein.



NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein,
and of the loans or other extensions of credit heretofore, now or hereafter made by the Lenders to,
or for the benefit of, the Borrower and it Subsidiaries, the parties hereto agree as follows:



1. Conditions Precedent to this Amendment. This Amendment shall be effective on the
date the following terms and conditions are satisfied, provided such date occurs not later than
December 23, 2009 (the “Effective Date”):



1.1 Amendment Documentation. Borrower, the Agent and the Lenders shall have duly
executed and delivered to the Agent six (6) originals of this Amendment, and Borrower shall have
executed and delivered to each Lender a replacement Term Note in the
amount of such Lender’s Term Loan Commitment and in the form attached hereto as Exhibit C with
all blanks appropriately completed.


 


 









 





1.2 No Default. As of the Effective Date, no Default or Event of Default shall have
occurred and be continuing.



1.3 Amendment Fee. Borrower shall have paid to the Agent for the account of the
Lenders an amendment fee in an amount equal to 50 basis points times the aggregate amount of the
Revolving Credit Commitment, as reduced herein, plus the Term Loan Commitment of the Lenders, after
giving effect to the Excess Cash Prepayment required by Section 2.8 of this Amendment.



1.4 Agent Expenses. Borrower shall have paid all of the fees and expenses of counsel
to the Agent incurred in connection with the closing of the Agreement and the amendments thereto,
including this Amendment.



1.5 Excess Cash Prepayment. Borrower shall have paid to the Agent, for the account of
the Lenders, the $8,000,000 Excess Cash Prepayment required by Section 2.8 of this Amendment.



1.6 Representations and Warranties. The representations and warranties contained in
the Agreement shall be true, correct and complete as of the Effective Date as though made on such
date.



2. Amendments. As of the Effective Date, the Agreement is hereby amended in the
following respects:



2.1 The following new definition is added to Article I entitled “Definitions” in the
appropriate alphabetic sequence:




“Amendment No. 2” — Amendment No. 2 to Amended and Restated Credit
Agreement dated as of December 23, 2009.


 


 









 





2.2 The existing definition of “Applicable Commitment Fee Rate” in Article I entitled
“Definitions” is deleted and replaced with the following:




“Applicable Commitment Fee Rate” — The definition of Applicable Commitment
Fee Rate set forth in the Agreement prior to the effective date of
Amendment No. 2 shall be used to determine any Commitment Fees payable for
the period from October 1, 2009 through December 22, 2009. Commencing on
December 23, 2009 and continuing with each fiscal quarter of Borrower
ending thereafter, the Agent shall determine the Applicable Commitment Fee
Rate in accordance with the following matrix, based on the Leverage Ratio:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Leverage	 	 
	Level	 	Ratio	 	Commitment Fee	 
	 
	1	 	 	< 1.50 to 1.0

	 	 	0.300	%
	 
	2	 	 	≥ 1.50 to 1.0 but < 2.00 to 1.0

	 	 	0.375	%
	 
	3	 	 	≥ 2.00 to 1.0 but < 2.50 to 1.0

	 	 	0.500	%
	 
	4	 	 	≥ 2.50 to 1.0 but < 3.00 to 1.0

	 	 	0.500	%
	 
	5	 	 	≥ 3.00 to 1.0

	 	 	0.500	%







Changes in the Applicable Commitment Fee Rate shall become effective three
(3) Business Days immediately following the date of delivery by Borrower
to the Agent of a financial statement and a Compliance Certificate
required to be delivered pursuant to Sections 5.2(a) and (b) of this
Agreement, and shall be based upon the Leverage Ratio in effect at the end
of the financial period covered by such financial statement and Compliance
Certificate. Notwithstanding the foregoing provisions, during any period
when the Borrower has failed to deliver such a financial statement and
Compliance Certificate when due, the Applicable Commitment Fee Rate shall
be applied at Level 5 above as of the first Business Day after the date on
which such financial statement and Compliance Certificate were required to
be delivered, regardless of the Leverage Ratio at such time, until the
date the required financial statement and Compliance Certificate have been
delivered. Any changes in the Applicable Commitment Fee Rate shall be
determined by the Agent in accordance with the provisions set forth in
this definition and the Agent will promptly provide notice of such
determinations to the Borrower and the Lenders. Any such determination by
the Agent shall be conclusive absent manifest error.


 


 









 





2.3 The existing definition of “Applicable Margin” in Article I entitled “Definitions” is
deleted and replaced with the following:




“Applicable Margin” — The definition of Applicable Margin set forth in the
Agreement prior to the effective date of Amendment No. 2 shall be used to
determine the Applicable Margin for the period from October 1, 2009
through December 22, 2009. Commencing on December 23, 2009 and continuing
with each fiscal quarter of Borrower ending thereafter, the Agent shall
determine the Applicable Margin in accordance with the following matrix,
based on the Leverage Ratio:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Leverage	 	 	 	 	 	 
	Level	 	Ratio	 	Libor Rate Option	 	 	ABR Option	 
	 
	1	 	< 1.50 to 1.0
	 	 	2.75	%	 	 	1.75	%
	 
	2	 	≥ 1.50 to 1.0 but < 2.00 to 1.0
	 	 	3.25	%	 	 	2.25	%
	 
	3	 	≥ 2.00 to 1.0 but < 2.50 to 1.0
	 	 	3.50	%	 	 	2.50	%
	 
	4	 	≥ 2.50 to 1.0 but < 3.0 to 1.0
	 	 	4.00	%	 	 	3.00	%
	 
	5	 	≥ 3.00 to 1.0
	 	 	4.50	%	 	 	3.50	%







Changes in the Applicable Margin shall become effective three (3) Business
Days immediately following the date of delivery by Borrower to the Agent
of a financial statement and a Compliance Certificate required to be
delivered pursuant to Sections 5.2(a) and (b) of this Agreement, and shall
be based upon the Leverage Ratio in effect at the end of the financial
period covered by such financial statement and Compliance Certificate.
Notwithstanding the foregoing provisions, during any period when the
Borrower has failed to deliver such financial statement and Compliance
Certificate when due, the Applicable Margin shall be applied at Level 5
above as of the first Business Day after the date on which such financial
statement and Compliance Certificate were required to be delivered,
regardless of the Leverage Ratio at such time, until the date the required
financial statement and Compliance Certificate have been delivered. Any
changes in the Applicable Margin shall be determined by the Agent in
accordance with the provisions set forth in this definition and the Agent
will promptly provide notice of such determinations to the Borrower and
the Lenders. Any such determination by the Agent shall be conclusive
absent manifest error.



 


 









 




 2.4 The existing definition of “Maximum Limit” in Article I entitled “Definitions” is hereby
deleted and replaced with the following:




“Maximum Limit” — The maximum aggregate amount which the Borrower can
borrow from time to time under the Revolving Credit which on the date that
Amendment No. 2 becomes effective is $35,000,000.



2.5 The existing Section 6.13 entitled “Minimum Fixed Charge Coverage Ratio” is
deleted in its entirety and replaced with the following:




“6.13 Minimum Fixed Charge Coverage Ratio. The Borrower will not
permit, as of the end of each fiscal quarter of Borrower set forth in the
table below, the Fixed Charge Coverage Ratio to be less than the ratio set
forth opposite such fiscal quarter end in such table:



	 	 	 	 	 
	Fiscal Quarter End	 	Ratio	 
	December 31, 2009
	 	 	1.25 to 1.0	 
	March 31, 2010
	 	 	1.25 to 1.0	 
	June 30, 2010
	 	 	1.10 to 1.0	 
	September 30, 2010
	 	 	1.10 to 1.0	 
	December 31, 2010
	 	 	1.05 to 1.0	 
	March 31, 2011
	 	 	1.05 to 1.0	 
	June 30, 2011
	 	 	1.10 to 1.0	 
	September 30, 2011
	 	 	1.15 to 1.0	 
	December 31, 2011
	 	 	1.15 to 1.0	 
	March 31, 2012 and each
fiscal quarter end thereafter
	 	 	1.25 to 1.0	.”






2.6 The existing Section 6.15 entitled “Maximum Leverage Ratio” is deleted in its
entirety and replaced with the following:




“6.15 Maximum Leverage Ratio. The Borrower will not permit, as
of the end of each fiscal quarter of Borrower set forth in the table
below, the Leverage Ratio to exceed the ratio set forth opposite such
fiscal quarter end in such table:



	 	 	 	 	 
	Fiscal Quarter End	 	Ratio	 
	December 31, 2009
	 	 	2.75 to 1.0	 
	March 31, 2010
	 	 	3.00 to 1.0	 
	June 30, 2010
	 	 	3.25 to 1.0	 
	September 30, 2010
	 	 	3.25 to 1.0	 
	December 31, 2010
	 	 	3.25 to 1.0	 
	March 31, 2011
	 	 	3.25 to 1.0	 
	June 30, 2011
	 	 	3.00 to 1.0	 
	September 30, 2011 and
each fiscal quarter end
thereafter
	 	 	2.75 to 1.0	.”






 


 









 





2.7 The existing subsection (c) under Section 2.2 entitled “The Notes” is deleted in
its entirety and replaced with the following:




“(c) the Term Loans shall be evidenced by the Term Notes, executed by
an Authorized Officer with all blanks appropriately completed, payable
as provided therein to the Lenders. The Term Loans shall be payable in
seventeen (17) consecutive quarterly principal installments as follows:
One (1) principal installment in the aggregate amount of $2,000,000 on
January 1, 2010 followed by eleven (11) principal installments which
aggregate $1,000,000 each commencing on April 1, 2010 and on each
subsequent July 1, October 1, January 1 and April 1 during 2010, 2011
and 2012 followed by four (4) principal installments which aggregate
$2,000,000 each on each January 1, April 1, July 1 and October 1 through
October 1, 2013 with one (1) final installment on January 30, 2014 equal
to the then unpaid principal balance of the Term Loans. Each Term Note
may be inscribed by the holder thereof on the schedule attached thereto,
and any continuation thereof, with the applicable Interest Periods, all
payments of principal, and the aggregate outstanding principal balance
thereof.”



2.8 A new subsection (c) is added to Section 2.7 entitled “Prepayments and Payments”
as follows:




“(c) Excess Cash Prepayment. Upon the execution of Amendment
No. 2 by all parties, Borrower shall make a mandatory prepayment on the
Term Loans from the Borrower’s excess cash in the amount of $8,000,000
(“Excess Cash Prepayment”), such payment to be made to the Agent for the
account of the Lenders in accordance with their Applicable Percentages,
and to be applied by each Lender to reduce the principal balance of such
Lender’s Term Loan. By their execution of Amendment No. 2, each Lender
agrees that any Breakage Fees which would otherwise apply to their
portion of the Excess Cash Prepayment are hereby waived.”



2.9 The existing Section 2.7(a) entitled “Optional Prepayments” is revised to add the
following as the last sentence thereof:




“The proceeds of any optional prepayments on the Term Loans paid to or
for the account of the Lenders shall be applied by the Lender entitled
thereto on the applicable Indebtedness hereunder, without any premium or
penalty (except for applicable Breakage Fees), first to accrued
interest, fees and expenses payable on the Term Loans, then to principal
of the Term Loans in either the chronological order of the scheduled
maturities thereof or the inverse order of the scheduled maturities
thereof as so directed by Borrower.”


 


 









 





2.10 The existing Section 6.16 entitled “Minimum Net Worth” is deleted in its entirety
and replaced with the following:




“6.16 Minimum Net Worth. The Borrower will not permit the
Consolidated Net Worth of the Borrower and its Subsidiaries, as of
December 31, 2009 to be less than the amount (“Base Amount”)
computed as the actual Consolidated Net Worth reflected in
Borrower’s audited financial statements for the year ended December
31, 2009 less Three Million Dollars, or be less than the then
applicable Base Amount as of the end of each fiscal quarter
thereafter. The initial Base Amount will remain in effect until
December 31, 2010. The Base Amount will be increased annually, as
of each December 31, commencing December 31, 2010, by adding to the
Base Amount then in effect 50% of Borrower’s Consolidated Net Income
for the fiscal year of Borrower ending on such date. This covenant
will be tested quarterly as of the end of each fiscal quarter of
Borrower commencing March 31, 2010. No decrease in the Base Amount
will be made for any Consolidated Net Loss incurred by Borrower and
its Subsidiaries.”



2.11 The existing Exhibits C and D entitled “Term Note” and “Compliance Certificate” are
hereby deleted and replaced with Exhibit C and Exhibit D, respectively, attached hereto.



2.12 The existing Schedule 2.1 entitled “Lenders’ Commitments” is hereby deleted in its
entirety and replaced with Schedule 2.1 attached hereto.




3. Reaffirmations.



3.1 The Borrower hereby reaffirms the Loan Documents to which it is a party and agrees that
such Loan Documents, as amended hereby, remain in full force and effect.



3.2 By their signatures below, each of the Guarantors specifically consents to each of the
Amendments herein and reaffirms the continuing effectiveness of its Guaranty and the Loan Documents
to which it is a party, as amended hereby.


 


 









 






4. Other.



4.1 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 agreement. This Amendment, to the
extent signed and delivered by means of a facsimile machine or e-mail scanned image, shall be
treated in all manner and respects as an original agreement or instrument and shall be considered
to have the same binding legal effect as if it were the original signed version thereof delivered
in person. At the request of any party hereto or to any such agreement or instrument, each other
party hereto or thereto shall re-execute original forms thereof and
deliver them to all other parties. No party hereto or to any such agreement or instrument
shall raise the use of a facsimile machine or e-mail scanned image to deliver a signature or the
fact that any signature or agreement or instrument was transmitted or communicated through the use
of a facsimile machine or by e-mail as a defense to the formation of a contract and each party
forever waives such defense.



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



4.3 Borrower shall take such other and further acts, and deliver to the Agent and the Lenders
such other and further documents and agreements, as the Agent shall reasonably request in
connection with the transactions contemplated hereby.



[Signature Page Follows]



 


 









 





The Borrower, the Agent and the Lenders have caused this Amendment to be duly executed as of
the date shown at the beginning of this Amendment.



	 	 	 	 	 	 	 
	 	 	ASTRONICS CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

David C. Burney
	 	 
	 

	 	 	 	Vice President — Finance and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION
	 	 	as Agent, a Lender, Swingline Lender and

Issuing Bank
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Mark F. Zeis, Senior Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Michael R. Nowicki, Senior Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Mark F. Wachowiak, Vice President
	 	 






Consented to, and Agreed, as of the date of this Amendment by the following Guarantors:




	 	 	 	 	 	 	 
	 	 	ASTRONICS ADVANCED ELECTRONICS SYSTEMS CORP.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

David C. Burney, Treasurer
	 	 
	 
	 	 	 	 	 	 
	 	 	LUMINESCENT SYSTEMS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

David C. Burney, Treasurer
	 	 
	 
	 	 	 	 	 	 
	 	 	D M E CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

David C. Burney, Treasurer
	 	 






 


 









 





EXHIBIT C




TERM NOTE




			
	 	 	 
	$                     
	 	Buffalo, New York

December_____, 2009






FOR VALUE RECEIVED, the undersigned, ASTRONICS CORPORATION (“Borrower”) hereby unconditionally
promises to pay to the order of
                     (“Lender”), at the Commercial Banking Department
Office of the Agent (as defined in the Credit Agreement as hereinafter defined) at One HSBC Center,
Buffalo, New York 14203, or at Lender’s option, at such other place as may be designated from time
to time by the Lender, the principal sum of
                     Dollars ($                    ) in lawful money
of the United States of America, in seventeen (17) consecutive quarterly installments of principal
as follows: One (1) quarterly principal installment of $                     on January 1, 2010, followed by
eleven (11) equal consecutive quarterly principal installments of $                     each commencing on
April 1, 2010, and payable on the first day of each July, October, January and April thereafter, to
and including October 1, 2012, followed by four (4) equal consecutive quarterly principal
installments of $                     each payable on the first day of January, April, July and October in
2013, and one (1) final installment on January 30, 2014 in an amount equal to the then unpaid
principal balance hereof, together with interest as provided below.



The Borrower further promises to pay interest on the unpaid principal amount hereof from time
to time at the rates and on the dates determined in accordance with the provisions of an Amended
and Restated Credit Agreement dated as of January 30, 2009 among the Borrower, HSBC Bank USA,
National Association, as agent, for itself, the Lender, and the other lending institutions and
issuing banks now or hereafter parties thereto, as the same has been and may hereafter be amended,
supplemented, renewed, replaced or otherwise modified (“Credit Agreement”). All capitalized terms
used herein and not otherwise defined herein shall have the meanings specified in the Credit
Agreement.



After maturity, whether by acceleration or otherwise, this Note shall bear interest at a rate
per annum equal to two percent (2%) plus the rate of interest otherwise applicable on this Note;
provided, however, in no event shall the rate of interest on this Note exceed the maximum rate
authorized by applicable law.



The holder hereof is authorized to inscribe on the schedule attached to this Note or any
continuation thereof (“Schedule”) the amount of each repayment of principal, the amount and, the
date of the continuation or conversion of any Libor Loan or ABR Loan, and the dates on which each
Interest Period shall begin and end. Each entry on the Schedule shall be prima facie evidence of
the facts so set forth. No failure by the holder to make, and no error by the holder in making,
any inscription on the Schedule shall affect the undersigned’s obligation to repay the full
principal amount advanced by the holder to or for the account of the undersigned or the
undersigned’s obligation to pay interest thereon at the agreed upon rate.



If any installment of this Note is not paid when due, whether because such installment becomes
due on a Saturday, Sunday or bank holiday or for any other reason, the
Borrowers will pay interest thereon at the aforesaid rate until the date of actual receipt of
such installment by the holder of this Note.


 


 









 





No failure by the holder hereof to exercise, and no delay in exercising, any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the holder
of any right or power hereunder preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the holder as herein specified are cumulative
and not exclusive of any other rights or remedies which the holder may otherwise have.



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 Borrowers and
the holder hereof.



This Note is a Term Note as referred to in the Credit Agreement, to which reference is hereby
made with respect to interest rate provisions, mandatory and voluntary prepayment provisions,
prepayment premiums, collateral and rights of acceleration of the principal hereof on the
occurrence of certain events. This Term Note is given in substitution and replacement for, but not
in payment of, a Term Note dated January 30, 2009 issued by the Borrower to the Lender in the face
principal amount of $                    .



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



Borrower agrees to pay all costs and expenses incurred by the holder in enforcing this Note or
in collecting the indebtedness evidenced hereby, including, without limitation, if the holder
retains counsel for any such purpose, 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.



	 	 	 	 	 	 	 
	 	 	ASTRONICS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

David C. Burney 


Vice President — Finance and Treasurer
	 	 







 


 









 







SCHEDULE




LOANS, RATE OPTIONS AND PAYMENTS OF PRINCIPAL




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







 


 









 







EXHIBIT D




COMPLIANCE CERTIFICATE




ASTRONICS CORPORATION (“Borrower’) hereby certifies to HSBC BANK USA, NATIONAL ASSOCIATION
(“HSBC Bank”) as Agent and the Lenders pursuant to an Amended and Restated Credit Agreement between
the Borrower and the Agent and the Lenders dated as of January 30, 2009, as amended (“Agreement”),
that:




1. Capitalized terms not defined herein shall have the meanings set forth in the Agreement.



2. The Borrower has complied with all the terms, covenants and conditions to be performed or
observed by it contained in the Agreement and the Loan Documents.



3. There exists no Default or Event of Default or Material Adverse Effect on the date hereof
or, if applicable, after giving effect to the Loan made, continued or converted on the date hereof.



4. The representations and warranties contained in the Agreement, in any Loan Document or in
any certificate, document or financial or other statement furnished at any time thereunder are
true, correct and complete in all material respects with the same effect as though such
representations and warranties had been made on the date hereof, except to the extent that any such
representation and warranty relates solely to an earlier date (in which case such representation
and warranty shall be true, correct and complete on and as of such earlier date).



5. There is no unsatisfied reimbursement obligation of the Borrower in connection with any
Letter of Credit.



6. As of the date hereof and for the period ending date set forth below, the computations,
ratios and calculations set forth in this Certificate are true and correct:




Period
Ending Date:
                    


§6.13 Minimum Fixed Charge Coverage Ratio



	 	 	 	 	 	 	 	 
	Consolidated Fixed Charge Coverage Ratio
	 	 	=                     :1.0	 
	 	 	 	 
	 	 	 	 
	Required:
                     
	 	 	 	 





§6.14
Maximum Capital Expenditures


	 	 	 	 	 	 	 	 
	Consolidated Capital Expenditures
	 		$                            	 
	 	 	 	 
	 	 	 	 
	Required:
 $10,000,000
	 	 	 	 






 


 









 





§6.15
Maximum Leverage Ratio


	 	 	 	 	 
	Consolidated Leverage Ratio
	 	 	=                     :1.0	 
	 
	 	 	 	 
	Required:
                     
	 	 	 	 
	 
	 	 	 	 






§6.16
Minimum Net Worth







	 	 	 	 	 
	Consolidated Net Worth
	 		$                         	 
	 
	 	 	 	 
	Required:
 $                     increased
by 50% of Consolidated Net Income after 12/31/09
	 	 	 	 







WITNESS the signature of a duly authorized officer of the Borrower on
 _____, 20_.



	 	 	 	 	 	 	 	 	 
	 	 	ASTRONICS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







 


 









 







SCHEDULE 2.1




LENDERS’ COMMITMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	 	Term Credit	 	 	Total	 	 	Applicable	 
	Lender	 	Commitments	 	 	Commitments *	 	 	Commitments	 	 	Percentage	 
	 
	HSBC Bank USA, N.A.
	 	$	14,411,764.71	 	 	$	10,705,882.35	 	 	$	25,117,647.06	 	 	 	41.176470588	%
	Bank of America, N.A.
	 	$	14,411,764.71	 	 	$	10,705,882.35	 	 	$	25,117,647.06	 	 	 	41.176470588	%
	KeyBank National
Association
	 	$	6,176,470.58	 	 	$	4,588,235.30	 	 	$	10,764,705.88	 	 	 	17.647058823	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	35,000,000.00	 	 	$	26,000,000.00	 	 	$	61,000,000.00	 	 	 	1.00000	%






Applicable Lending Offices:




	 	 	 	 	 
	Lender	 	Domestic Lending Office	 	Libor Lending Office
	HSBC Bank USA, National	 	One HSBC Center

	 	One HSBC Center

	Association
	 	Buffalo, NY 14203
	 	Buffalo, NY 14203
	 	 	 
	 	 
	Bank of America, N.A.	 	2001 Clayton Road

	 	2001 Clayton Road

	 	 	Concord, CA 94520

	 	Concord, CA 94520

	 	 	Attn: Anna Maria Finn

	 	Attn:  Anna Maria Finn

	 	 	         Credit Service Rep.
	 	         Credit Service Rep.
	 	 	 
	 	 
	KeyBank National Association	 	50 Fountain Plaza, 17th Floor

	 	50 Fountain Plaza, 17th Floor

	 
	 	Buffalo, NY 14202
	 	Buffalo, NY 14202







ISSUING BANK’S COMMITMENT




	 	 	 	 	 
	 	 	Letter of Credit	 
	Issuing Bank	 	Commitment	 
	 
	 	 	 	 
	HSBC Bank USA, National Association
	 	$	20,000,000	 








	 	 	 
	*	 	After application of the $8,000,000 Excess Cash Prepayment required under Amendment No. 2