Exhibit 4.1(c)







Exhibit 4.1(c)




AMENDMENT NO. 1

TO

AMENDED AND RESTATED CREDIT AGREEMENT




This amendment dated as of June 30, 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 (“Agreement”). Borrower has requested that the
Lenders and the Agent amend the Agreement so that certain of the financial covenants therein will
be calculated without considering certain bonuses, dividends and distributions paid by D M E to its
shareholders and employees prior to, or upon, the acquisition of the stock of D M E by Borrower
pursuant to the Stock Purchase Agreement dated as of January 28, 2009 by and among the Borrower, D
M E and the shareholders of D M E (“Stock Purchase Agreement”).



B. Borrower and the Lenders are entering into a forward Hedge Agreement pursuant to which
Borrower will, effective October 1, 2009, hedge $17,000,000 of principal of the Term Loans, and
Borrower has requested that the Lenders and the Agent amend Section 5.20 of the Agreement so that
such forward Hedge Agreement satisfies the requirements thereof.



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



D. 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. Amendments.



1.1 The current title of Section 1.2 is deleted and replaced with “Accounting Terms;
Certain Adjustments” and the following is added as a new clause (c) in Section 1.2:




“(c) Adjustments. In making any calculation under
Sections 6.13 and 6.15 of this Agreement, Borrower may, (i)
add to Consolidated EBITDA only to the extent otherwise
reducing the amount thereof, the amount of any bonuses up to
$1,750,000 actually paid by D M E to its employees on or
prior to January 30, 2009 in connection with the closing of
the Stock Purchase Agreement; and (ii) exclude any
Subchapter S dividends or distributions actually paid by D M
E to its shareholders during D M E’s 2008 fiscal year and on
or prior to January 30, 2009 from “dividends” for the
purposes of the numerator of the definition of Fixed Charge
Coverage Ratio. The Borrower shall disclose to Lenders on
any Compliance Certificate hereafter delivered to the Agent
and the Lenders each such amount so added or excluded in
making the adjustments contemplated by the preceding
sentence.”



1.2 The existing Section 5.20 of the Agreement is deleted in its entirety and replaced with
the following:




“5.20 Hedge Agreements. Within ninety (90)
days of the Closing Date, Borrower will have entered into
one or more Hedge Agreements with one or more of the Lenders
to hedge as of October 1, 2009 not less than $17,000,000 of
the principal amount of the Term Loans, and provided
evidence thereof to the Agent.”



2. Conditions Precedent to this Amendment. The effectiveness of each and all of the
amendments contained in this Amendment is subject to the satisfaction, in form and substance
satisfactory to the Agent, of each of the following conditions:



2.1 Amendment Documentation. Borrower, the Agent and the Lenders shall have duly
executed and delivered to the Agent six (6) originals of the Amendment.



2.2 No Default. As of the effective date of this Amendment, no Default or Event of
Default shall have occurred and be continuing.



2.3 Representations and Warranties. The representations and warranties contained in
the Agreement shall be true, correct and complete as of the effective date of this Amendment as
though made on such date.



 


2









 





4. Reaffirmations.



4.1 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.



4.2 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.



5. Other.



5.1 Borrower agrees to pay all fees and expenses of the Agent in connection with the
preparation of this Amendment including the reasonable fees and disbursements of counsel to the
Agent.



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



5.3 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.



[Signature Page Follows]



 


3









 








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	 	 





 


4