Identification Materials
by the Agent to each Lender.
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10.12 JURY TRIAL WAIVER. BORROWER, THE AGENT AND EACH LENDER, HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY THEY MAY HAVE IN
ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS AGREEMENT
OR ANY LOAN DOCUMENT OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND
WARRANTS THAT NEITHER ANY REPRESENTATIVE OF THE AGENT OR ANY LENDER NOR THE
AGENT NOR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR
ANY LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL
WAIVER. BORROWER ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS
SECTION.
10.13 CONSENT TO JURISDICTION. BORROWER, THE AGENT AND EACH LENDER AGREE THAT
ANY ACTION OR PROCEEDING TO ENFORCE OR ARISING OUT OF THIS AGREEMENT MAY BE
COMMENCED IN THE SUPREME COURT OF NEW YORK IN ERIE COUNTY, OR IN THE DISTRICT
COURT OF THE UNITED STATES IN THE WESTERN DISTRICT OF NEW YORK, AND THE BORROWER
WAIVES PERSONAL SERVICE OF PROCESS AND AGREES THAT A SUMMONS AND COMPLAINT
COMMENCING AN ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE PROPERLY SERVED
AND SHALL CONFER PERSONAL JURISDICTION IF SERVED BY REGISTERED OR CERTIFIED MAIL
TO THE BORROWER, OR AS OTHERWISE PROVIDED BY THE LAWS OF THE STATE OF NEW YORK
OR THE UNITED STATES.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their duly authorized officers, all as of January 30, 2009.
ASTRONICS CORPORATION
By:
/s/ David C. Burney
David C. Burney
Vice President -
Finance and Treasurer
HSBC BANK USA, NATIONAL ASSOCIATION,
as Agent, Swingline Lender, Lender, Issuing Bank
and a Lead Arranger
By:
/s/ Mark F. Zeis
Mark F. Zeis
Senior Vice President
BANK OF AMERICA, N.A., as a Lender
and a Lead Arranger
By
/s/ Michael R. Nowicki
Michael R. Nowicki
Senior Vice
President
KEYBANK NATIONAL ASSOCIATION, as a Lender
and Documentation Agent
By:
/s/ Mark F. Wachowiak
Mark F. Wachowiak
Vice
President
[SIGNATURE PAGE TO ASTRONICS CREDIT AGREEMENT]
EXHIBIT A
REPLACEMENT REVOLVING NOTE
Buffalo, New York
$
January 30, 2009
FOR VALUE RECEIVED, the undersigned, ASTRONICS CORPORATION ("Borrower") hereby
unconditionally promises to pay, on or before January 30, 2012, 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 the
holder's option, at such other place as may be designated by the holder, in
lawful money of the United States of America, a principal sum equal to the
lesser of
($
) or the aggregate unpaid principal
amount of all Revolving Loans made by Lender to the Borrower from time to time
under an Amended and Restated Credit Agreement, dated of as of January 30, 2009,
among the Borrower,