Astronics Corp Sample Contracts

ASTRONICS CORPORATION FORM OF INDEMNIFICATION AGREEMENT AS EXECUTED BY EACH OF ASTRONICS CORPORATION’S DIRECTORS AND EXECUTIVE OFFICERS INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 3rd, 2011 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This Indemnification Agreement (this “Agreement”) is made as of the ___ day of __________ by and between Astronics Corporation, a New York corporation (the “Corporation”) and __________ (“Indemnitee”), a director, officer or key employee of the Corporation.

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TERM NOTE
Astronics Corp • December 28th, 2009 • Aircraft parts & auxiliary equipment, nec

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.

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CREDIT AGREEMENT - Among -
Credit Agreement • February 21st, 2018 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 16, 2018 between ASTRONICS CORPORATION, a New York corporation with its principal place of business at 130 Commerce Way, East Aurora, New York 14052 (“Borrower”) and the several banks and other financial institutions from time to time party to this Agreement (individually, a “Lender” and collectively, the “Lenders”) and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America with an office at Commercial Banking Department, 95 Washington Street, Buffalo, New York 14273 as Agent for the Lenders, Swingline Lender and Issuing Bank.

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ASTRONICS CORPORATION Shares of Common Stock With an Aggregate Sales Price of Up to $30,000,000 EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • August 8th, 2023 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Among - ASTRONICS CORPORATION as Borrower - And - The Lenders Party Hereto and HSBC BANK USA, NATIONAL ASSOCIATION as Agent, Swingline Lender, and Issuing Bank and HSBC BANK USA, NATIONAL ASSOCIATION BANK...
Credit Agreement • September 1st, 2011 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 31, 2011 between ASTRONICS CORPORATION, a New York corporation with its principal place of business at 130 Commerce Way, East Aurora, New York 14052 (“Borrower”) and the several banks and other financial institutions from time to time party to this Agreement (individually, a “Lender” and collectively, the “Lenders”) and HSBC BANK USA, NATIONAL ASSOCIATION, 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 as Agent for the Lenders, Swingline Lender and Issuing Bank.

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ASTRONICS CORPORATION First Amendment of the Employment Termination Benefits Agreement Dated December 30, 2008 between Astronics Corporation and David C. Burney, Vice President and Chief Financial Officer of Astronics Corporation FIRST AMENDMENT of...
Employment Termination Benefits Agreement • March 11th, 2009 • Astronics Corp • Aircraft parts & auxiliary equipment, nec
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EMPLOYMENT TERMINATION BENEFITS AGREEMENT
Employment Termination Benefits Agreement • March 29th, 2004 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

AGREEMENT, made this 16th day of December, 2003, between ASTRONICS CORPORATION, a New York corporation with an office and place of business at 1801 Elmwood Avenue, Buffalo, New York 14207 (the "Company"), and David C. Burney who resides at 111 Pinewood Drive, West Seneca, New York 14224 ("Executive").

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ASTRONICS CORPORATION EMPLOYMENT TERMINATION BENEFITS AGREEMENT DATED FEBRUARY 18, 2005 BETWEEN ASTRONICS CORPORATION AND MARK A. PEABODY, EXECUTIVE VICE PRESIDENT OF ASTRONICS ADVANCED ELECTRONIC SYSTEMS, INC.
Employment Termination Benefits Agreement • March 3rd, 2011 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

AGREEMENT, made this 18h day of February, 2005, between ASTRONICS CORPORATION, a New York corporation with an office and place of business at 130 Commerce Way, East Aurora New York 14052 (the “Company”), and Mark A. Peabody who resides at 9612 215th Avenue, Redmond, Washington 98053 (“Executive”).

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FIFTH AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
Credit Agreement and Waiver Agreement • October 24th, 2022 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This Amendment No. 4 and Waiver Agreement (“Amendment”) dated as of October 21, 2022 (the “Amendment Date”) to the Agreement, as defined below, is entered into by and among Astronics Corporation (“Borrower”), the lenders under the Agreement (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.

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ASTRONICS CORPORATION AMENDMENT NUMBERS 1 AND 3 DATED MARCH 18, 2005
Astronics Corp • March 27th, 2006 • Aircraft parts & auxiliary equipment, nec • New York

This Amendment (“Amendment”) dated as of March 18, 2005 amends both the Original Credit Agreement (as defined below) and the 2003 Credit Agreement (as defined below) and is made by and among ASTRONICS CORPORATION, a New York corporation (“Astronics”) and HSBC BANK USA, NATIONAL ASSOCIATION, successor by merger to HSBC Bank USA (“HSBC Bank”).

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AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
And Restated Credit Agreement • January 6th, 2014 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This amendment dated as of December 31, 2013 (“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 Manufacturers and Traders Trust Company (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.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 29th, 2013 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • Oregon

This Stock Purchase Agreement (“Agreement”) is between ASTRONICS CORPORATION, a corporation organized under the laws of New York (“Buyer”), PECO, INC., a corporation organized under the laws of the state of Oregon, USA (“Company”), and the shareholders of the Company identified on the signature page (collectively, “Sellers”).

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ASTRONICS CORPORATION 2017 LONG TERM INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 10th, 2023 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of _____________, 20__ (the “Grant Date”), is between Astronics Corporation, a New York corporation with a corporate office at 130 Commerce Way, East Aurora, New York 14052 (“Astronics” and, together with its Subsidiaries, the “Company”), and _________________, an employee of the Company (the “Employee”).

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AMENDMENT NO. 1 to CREDIT AGREEMENT between ASTRONICS CORPORATION and HSBC BANK USA, NATIONAL ASSOCIATION
Credit Agreement • July 26th, 2007 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

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.

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ASTRONICS CORPORATION FIRST AMENDMENT OF THE EMPLOYMENT TERMINATION BENEFITS AGREEMENT DATED DECEMBER 31, 2008 BETWEEN ASTRONICS CORPORATION AND MARK A. PEABODY, EXECUTIVE VICE PRESIDENT OF ASTRONICS ADVANCED ELECTRONIC SYSTEMS, INC.
Employment Termination Benefits Agreement • March 3rd, 2011 • Astronics Corp • Aircraft parts & auxiliary equipment, nec
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ASSET PURCHASE AGREEMENT By and Among ASTRONICS AS CORPORATION, AEROSAT CORPORATION, AEROSAT AIRBORNE INTERNET LLC AEROSAT AVIONICS LLC and AEROSAT TECH LICENSING LLC Dated as of October 1, 2013
Asset Purchase Agreement • October 1st, 2013 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • Delaware

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered as of October 1, 2013, by and among ASTRONICS AS CORPORATION, a New Hampshire corporation (the “Purchaser”), AEROSAT CORPORATION, a Delaware corporation (“AeroSat”), AEROSAT AIRBORNE INTERNET LLC, a Delaware limited liability company (“Airborne Internet”), AEROSAT AVIONICS LLC, a Delaware limited liability company (“Avionics”), AEROSAT TECH LICENSING LLC, a Delaware limited liability company (“Tech Licensing,” and together with AeroSat, Airborne Internet and Avionics, the “Sellers”). The Purchaser and the Sellers are referred to herein collectively as the “Parties” and individually as a “Party.”

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AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 6th, 2020 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This Amendment No. 1 (“Amendment”) dated as of May 4, 2020 (the “First Amendment Date”) to the Agreement, as defined below, is entered into by and among Astronics Corporation (“Borrower”), certain lenders under the Agreement (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.

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THIRD AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 1st, 2024 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This Third Amendment to Sixth Amended and Restated Credit Agreement (this “Amendment”) is entered into as of March 27, 2024, by and among ASTRONICS CORPORATION, a New York corporation (the “Borrower Representative”); the other Loan Parties party hereto; each Lender party hereto; HSBC BANK USA, NATIONAL ASSOCIATION, as Agent, as Co-Collateral Agent, Swing Line Lender and Issuing Bank; and WELLS FARGO BANK, N.A., as Joint Lead Arranger and Co-Collateral Agent.

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ASSET PURCHASE AGREEMENT DATED AS OF FEBRUARY 3, 2005 BY AND BETWEEN GENERAL DYNAMICS OTS (AEROSPACE), INC. AND ASTRONICS ACQUISITION CORP.
Asset Purchase Agreement • March 25th, 2005 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This ASSET PURCHASE AGREEMENT (this "Agreement") dated as of February 3, 2005 is made by and between General Dynamics OTS (Aerospace), Inc., a Washington corporation (the "Seller"), and Astronics Acquisition Corp., a Washington corporation (the "Buyer").

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LETTER OF CREDIT REIMBURSEMENT AGREEMENT
Reimbursement Agreement • April 26th, 2007 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

THIS LETTER OF CREDIT REIMBURSEMENT AGREEMENT (“Letter of Credit Reimbursement Agreement”) dated as of April 1, 2007 is between HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States of America (“Bank”), and LUMINESCENT SYSTEMS, INC., a business corporation organized under the laws of the State of New York, having an office at 130 Commerce Way, East Aurora, New York 14052 (“Applicant”).

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ASTRONICS CORPORATION AMENDMENT NUMBER 5 DATED DECEMBER 22, 2005
Astronics Corp • March 27th, 2006 • Aircraft parts & auxiliary equipment, nec • New York

This Amendment (“Amendment”) dated as of December 21, 2005 amends the Original Credit Agreement (as defined below) and is made by and among ASTRONICS CORPORATION, a New York corporation (“Astronics”) and HSBC BANK USA, NATIONAL ASSOCIATION, successor by merger to HSBC Bank USA (“HSBC Bank”).

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AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 28th, 2009 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

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.

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • April 1st, 2024 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 27, 2024 by and among ASTRONICS CORPORATION, a New York corporation (the “Borrower Representative”), the other Loan Parties party hereto, the lenders party hereto (each a “Lender” and collectively, the “Lenders”) and GREAT ROCK CAPITAL PARTNERS MANAGEMENT, LLC, as agent (in such capacity, together with its successors and assigns, if any, in such capacity, the “Agent”) for the Lenders.

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AGREEMENT TO EXTEND CLOSING DATE
Agreement to Extend Closing Date • July 3rd, 2013 • Astronics Corp • Aircraft parts & auxiliary equipment, nec

This Agreement to Extend Closing Date (“Agreement”) dated June 28, 2013, is between Astronics Corporation, a corporation organized under the laws of New York (“Buyer”), Peco, Inc., a corporation organized under the laws of the state of Oregon (“Company”), and Herbert J. Taylor and James M. Stocks (the “Sellers’ Representatives”) on behalf of the shareholders of the Company identified on the signature page to the Stock Purchase Agreement described in Recital A hereof (collectively, “Sellers”).

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ASSET PURCHASE AGREEMENT between EADS NORTH AMERICA, INC. and ASTRONICS CORPORATION dated as of January 20, 2014
Asset Purchase Agreement • January 21st, 2014 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This Asset Purchase Agreement (this “Agreement”), dated as of January 20, 2014 (the “Effective Date”), is entered into between EADS NORTH AMERICA, INC., a Delaware corporation (“Seller”), and ASTRONICS CORPORATION, a New York corporation (“Astronics”). Seller and Buyer are referred to herein as the “Parties” and each, individually, as a “Party.”

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CREDIT AGREEMENT - Between - ASTRONICS CORPORATION - And - HSBC BANK USA, NATIONAL ASSOCIATION
Credit Agreement • January 9th, 2007 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This CREDIT AGREEMENT (“Agreement”) dated as of January 5, 2007 between ASTRONICS CORPORATION, a New York corporation (“Company”) and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America (“HSBC Bank”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 12th, 2009 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

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.

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
And Restated Credit Agreement • March 29th, 2013 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This amendment dated as of March 27, 2013 (“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 Manufacturers and Traders Trust Company (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.

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CREDIT AGREEMENT - Between - ASTRONICS CORPORATION - And - HSBC Bank USA
Credit Agreement • March 27th, 2003 • Astronics Corp • Paperboard containers & boxes • New York

AGREEMENT dated February 20, 2003 between ASTRONICS CORPORATION, a New York corporation ("Company") and HSBC BANK USA, a banking corporation organized under the laws of New York ("HSBC Bank").

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STOCK PURCHASE AGREEMENT by and among BALLARD TECHNOLOGY, INC. AND ITS SHAREHOLDERS THE SELLERS and ASTRONICS CORPORATION PURCHASER Dated as of November 30, 2011
Stock Purchase Agreement • November 30th, 2011 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • Washington

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made by and among ASTRONICS CORPORATION, a New York corporation, (“Purchaser”), BALLARD TECHNOLOGY, INC., a Washington corporation, (the “Company”), the Sellers listed on the signature page hereto (such Sellers are each a “Seller”, and collectively, the “Sellers”, and the Purchaser, the Company, the Sellers are each a “Party”, and collectively, the “Parties”). The definitions of other terms in this Agreement are set forth in Section 11.1 below.

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ASTRONICS CORPORATION EMPLOYMENT TERMINATION BENEFITS AGREEMENT DATED DECEMBER 16, 2003 BETWEEN ASTRONICS CORPORATION AND DAVID C. BURNEY, VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF ASTRONICS CORPORATION EMPLOYMENT TERMINATION BENEFITS AGREEMENT
Employment Termination Benefits Agreement • March 3rd, 2011 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

AGREEMENT, made this 16th day of December, 2003, between ASTRONICS CORPORATION, a New York corporation with an office and place of business at 1801 Elmwood Avenue, Buffalo, New York 14207 (the “Company”), and David C. Burney who resides at 111 Pinewood Drive, West Seneca, New York 14224 (“Executive”).

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AMENDED AND RESTATED ASSET PURCHASE AGREEMENT among Astronics Test Systems Inc., Astronics Corporation and Advantest Test Solutions, Inc. dated as of February 13, 2019
Asset Purchase Agreement • February 19th, 2019 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • Delaware
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SIXTH AMENDED AND RESTATED CREDIT AGREEMENT among ASTRONICS CORPORATION as the Borrower Representative and a Borrower The other Borrowers party hereto The Guarantors party hereto The Lenders Party Hereto and HSBC BANK USA, NATIONAL ASSOCIATION as...
Credit Agreement • January 19th, 2023 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 19, 2023 between ASTRONICS CORPORATION, a New York corporation with its principal place of business at 130 Commerce Way, East Aurora, New York 14052 (the “Company” and the “Borrower Representative”), the other Subsidiaries of the Company party hereto as “borrowers” (together with the Company, each a “Borrower”, and jointly and severally, the “Borrowers”), certain Subsidiaries of the Company party hereto as “Guarantors” (as defined below), the several banks and other financial institutions from time to time party to this Agreement (individually, a “Lender” and collectively, the “Lenders”), WELLS FARGO BANK, N.A., as Co-Collateral Agent, and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America with an office at Commercial Banking Department, 2929 Walden Avenue, Depew, New York 14043 as Agent for the Lenders, Co-Collateral Agent, Swingline Lender and

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AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Fourth Amended and Restated Credit Agreement • January 15th, 2016 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This amendment dated as of January 13, 2016 (“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 Manufacturers and Traders Trust Company (collectively, the “Existing Lenders”), Wells Fargo Bank, National Association (as the “New Lender” and together with the Existing Lenders, 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.

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FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 28th, 2023 • Astronics Corp • Aircraft parts & auxiliary equipment, nec • New York

This First Amendment to Sixth Amended and Restated Credit Agreement (this “Amendment”) is entered into as of June 28, 2023, by and among ASTRONICS CORPORATION, a New York corporation (the “Borrower Representative”); the other Loan Parties party hereto; each Lender party hereto; HSBC BANK USA, NATIONAL ASSOCIATION, as Agent, as Co-Collateral Agent, Swing Line Lender and Issuing Bank; and WELLS FARGO BANK, N.A., as Joint Lead Arranger and Co-Collateral Agent.

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