EX-10.2 3 y20347exv10w2.txt EX-10.2: AMENDMENT #2 TO CREDIT AGREEMENT EXECUTION COPY AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of April 24,2006 (this "Amendment"), by and among EDO Corporation (the "Borrower"), the Lenders party hereto and Citicorp USA, Inc., as administrative agent (in such capacity, the "Administrative Agent"). WITNESSETH: WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent are parties to that certain Credit Agreement, dated as of November 4, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Lenders and Issuers party thereto and the Administrative Agent; and WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent enter into this Amendment to amend the Credit Agreement as set forth herein; NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. 2. Amendment. Effective as of the Effective Date (as defined below) and subject to the terms and conditions set forth herein, Section 8.5(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "(c) dividends and distributions declared and paid by the Borrower on the outstanding Borrower Common Stock for any Fiscal Quarter in an amount not to exceed (i) 50% of the Consolidated Net Income (after deducting any net loss) of the Borrower for the immediately preceding four Fiscal Quarters (treated as one accounting period) minus (ii) the amount of all other dividends and distributions declared and paid by the Borrower in such preceding four Fiscal Quarters pursuant to this clause (c);" 3. Conditions to Effectiveness of this Amendment. This Amendment shall become effective as of the date the following conditions precedent have been satisfied (the "Effective Date"): (a) The Administrative Agent shall have received (i) this Amendment, duly executed and delivered by the Borrower and Lenders constituting the Requisite Lenders and (ii) the Consent and Affirmation, in the form attached hereto as Annex A, duly executed and delivered by each of the Guarantors. (b) After giving effect to this Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof, as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. (c) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof. 4. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders, on and as of the date hereof, that: (a) (i) The Borrower has taken all necessary action to authorize the execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and (iii) this Amendment is the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. (b) After giving effect to this Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects on and as of the date hereof, as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date. (c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof. 5. Continuing Effect. Except as expressly set forth in this Amendment, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect and the Borrower shall continue to be bound by all of such terms and provisions. This Amendment is limited to the specific provisions of the Credit Agreement specified herein and shall not constitute an amendment or waiver of, or an indication of the Administrative Agent's or the Lenders' willingness to amend or waive, any other provisions of the Credit Agreement or the same provisions for any other date or purpose. 6. Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Amendment, and all other documents prepared in connection herewith, and the transactions contemplated hereby, including, without limitation, reasonable fees and disbursements and other charges of counsel to the Administrative Agent. 7. Choice of Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. 8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page 2 to this Amendment by facsimile or e-mail shall be effective as delivery of a manually executed counterpart of this Amendment. 9. Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof. 10. Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 11. Loan Document. This Amendment is a Loan Document. 12. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT AND ANY OTHER LOAN DOCUMENT. [SIGNATURE PAGES FOLLOW] 3 IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written. EDO CORPORATION By: /s/ F.B. Bassett -------------------------- Name: F.B. Bassett Title: CFO/Sr. V.P. [Signature Page to Amendment No. 2] CITICORP USA, INC., as Administrative Agent and Lender: By: /s/ Juan Carlos Lorenzo ------------------------------- Name: Juan Carlos Lorenzo Title: Vice President [Signature Page to Amendment No. 2] National City Bank ----------------------------------- [INSERT NAME OF LENDER] By: /s/ Thomas J. McDonnell ------------------------------- Name: Thomas J. McDonnell Title: Senior Vice President [Signature Page to Amendment No. 2] Sovereign Bank By: /s/ William Conlan -------------------------- Name: William Conlan Title: Vice President [SIGNATURE PAGE TO AMENDMENT NO. 2] Wachovia Bank, National Association By: /s/ William F. Fox ---------------------------------- Name: William F. Fox Title: Director [SIGNATURE PAGE TO AMENDMENT NO. 2] Bank of America, NA ----------------------------------- [INSERT NAME OF LENDER] By: /s/ Steven J. Melicharek -------------------------------- Name: Steven J. Melicharek Title: SVP/Credit Product Officer [SIGNATURE PAGE TO AMENDMENT NO. 2] ------------------------------------ JPMorganChase Bank, N.A. By: /s/ George Catallo --------------------------------- Name: George Catallo Title: Vice President [SIGNATURE PAGE TO AMENDMENT NO. 2] ----------------------------------- WestLB AG, New York Branch By: /s/ Salvatore Battinelli -------------------------------- Name: Salvatore Battinelli Title: Managing Director By: /s/ Rolf Schmitz -------------------------------- Name: Rolf Schmitz Title: Director [SIGNATURE PAGE TO AMENDMENT No. 2] ----------------------------------- COMERICA BANK By: /s/ Sarah R. West ------------------------------- Name: Sarah R. West Title: Assistant Vice President [Signature Page to Amendment No. 2] The Governor & Company of the Bank of Ireland -------------------------------------- [INSERT NAME OF LENDER] By: /s/ Niamh O'Flynn ---------------------------------- Name: NIAMH O'FLYNN Title: SENIOR MANAGER /s/ Noelle McGrath ---------------------------------- Noelle McGrath Authorised Signatory [SIGNATURE PAGE TO AMENDMENT NO. 2] Commerce Bank, N.A., By: /s/ Anthony P. Giovi ---------------------------------- Name: Anthony P. Giovi Title: Vice President [Signature Page to Amendment No. 2] -------------------------------------- MANUFACTURERS AND TRADERS TRUST COMPANY By: /s/ Robert T. Stratford, Jr. ---------------------------------- Name: Robert T. Stratford, Jr. Title: Vice President [Signature Page to Amendment No. 2] PNC Bank, N.A. By: /s/ Anthony Frasso ------------------------------- Name: Anthony Frasso Title: Vice President [Signature Page to Amendment No. 2] The Bank of New York By: /s/ Joanna Bellocq ------------------------------- Name: Joanna Bellocq Title: Vice President [Signature Page to Amendment No. 2] Societe Generale By: /s/ R.D. Boyd Harman ------------------------------ Name: R.D. Boyd Harman Title: Vice President [SIGNATURE PAGE TO AMENDMENT NO. 2] ANNEX A CONSENT AND AFFIRMATION Each Guarantor hereby consents to the Amendment No. 2 (the "Amendment") to which this Consent and Affirmation is attached and agrees that the terms thereof shall not affect in any way its obligations and liabilities under the Loan Documents (as amended and otherwise expressly modified by the Amendment) to which it is a party, all of which obligations and liabilities shall remain in full force and effect and each of which is hereby reaffirmed. Consented to and agreed as of the date of the Amendment: DARLINGTON INC. EDO AEROTECH LIMITED (UK) EDO ARTISAN INC. EDO COMMUNICATIONS AND COUNTERMEASURES SYSTEMS INC. EDO MBM TECHNOLOGY LIMITED EDO MTECH INC. EDO PROFESSIONAL SERVICES INC. EDO RECONNAISSANCE AND SURVEILLANCE SYSTEMS, INC. EDO RUGGED SYSTEMS LIMITED EDO (UK) LIMITED EDO WESTERN CORPORATION EVI TECHNOLOGY LLC FIBER INNOVATIONS, INC. SPECIALTY PLASTICS, INC. By: /s/ F. B. Bassett ----------------------------------- Name: F. B. Bassett Title: CFO/Sr V.P.