CREDIT FACILITY AGREEMENT
THIS AGREEMENT is made as of the 1st day of October, 1996 by and among ANAREN MICROWAVE,
INC., a corporation formed under the laws of the State of New York, with an office at 6635 Kirkville Road,
East Syracuse, New York 13057 and MANUFACTURERS AND TRADERS TRUST COMPANY, a New
York State banking corporation with an office at Pioneer Business Park, 5000 Campuswood Drive, East
Syracuse, New York 13057.
The parties hereby agree as follows:
ARTICLE 1 - DEFINITIONS
1.1 The following terms shall have the following meanings unless otherwise expressly stated herein:
"Affiliate" shall mean any entity which directly or indirectly, or through one or more intermediaries, Controls or is
Controlled By or is Under Common Control with Borrower.
"Bank" shall mean Manufacturers and Traders Trust Company, its successors, legal representatives, and assigns.
"Bonds" shall mean Onondaga County Industrial Development Agency 1985 Industrial Development Revenue
Bonds (Anaren Microwave Inc. Project - Series 1985) dated August 22, 1985 in the original principal amount of
"Borrower" shall mean Anaren Microwave, Inc. and its successors, legal representatives, and assigns.
"Cash Flow" shall mean net income plus depreciation and amortization less distributions, dividends, stock
repurchases and the like.
"Controls" (including the terms "Controlled By" or "Under Common Control") shall mean but not be limited to the
ownership of ten percent (10%) or more of the outstanding shares of capital stock of any corporation having
voting power for the election of directors, whether or not at the same time stock of any other class or classes has
or might have voting power by reason of the happening of any contingency, or ownership of ten percent (10%) or
more of any interest in any partnership, or any other interest by reason of which a controlling influence over the
affairs of the entity may be exercised.
"Environment" shall mean any water including but not limited to surface water