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Exhibit 10.1

CREDIT AGREEMENT

dated April 8, 2004

among

AXSYS TECHNOLOGIES, INC.,

as Borrower,

THE SUBSIDIARY GUARANTORS PARTY HERETO

as Subsidiary Guarantors,

and

FLEET NATIONAL BANK

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
Section 1.1	Certain Defined Terms.
Section 1.2	Computation of Time Periods.
Section 1.3	Accounting Terms.
Section 1.4	Other Definitional Provisions.
Section 1.5	Conflicting Terms.

ARTICLE II AMOUNTS AND TERMS OF THE LOANS
Section 2.1	Amounts.
Section 2.2	Procedure for Revolving Loans.
Section 2.3	Procedure for Letters of Credit; Certain Conditions.
Section 2.4	Repayment of Revolving Loans, Obligations Absolute.
Section 2.5	Method of Payment, Direct Debits, Payment Date Adjustments, Application of Payments.

ARTICLE III INTEREST, INTEREST PERIODS, CONVERSIONS, LATE PAYMENTS, PREPAYMENTS, FEES AND INTEREST RATE HEDGE
Section 3.1	Interest and Late Payments.
Section 3.2	Election and Continuation of Interest Periods.
Section 3.3	Conversion of Revolving Loans.
Section 3.4	Late Payment.
Section 3.5	Repayments and Prepayments.
Section 3.6	Unused Line Fees.
Section 3.7	Commitment Fee.
Section 3.8	Letter of Credit Fees.
Section 3.9	Interest Rate Hedge with Bank.

ARTICLE IV FUNDING AND YIELD PROTECTION
Section 4.1	Illegality.
Section 4.2	Additional Costs.
Section 4.3	Basis for Determining LIBOR Base Rate Inadequate or Unfair.
Section 4.4	Capital Adequacy Protection.
Section 4.5	Indemnity.
Section 4.6	Payments Free of Taxes and Other Deductions.
Section 4.7	Survival.

ARTICLE V REPRESENTATIONS AND WARRANTIES
Section 5.1	Representations and Warranties.

ARTICLE VI CONDITIONS OF LENDING
Section 6.1	Conditions Precedent to Initial Loans.
Section 6.2	Conditions Precedent to Each Loan.

ARTICLE VII COVENANTS
Section 7.1	Reporting Requirements.
Section 7.2	Insurance.