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.
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:
1.1 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 onl
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