AMENDMENT No. 1 TO LOAN AGREEMENT
FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") dated as of December 31,
1998, between EDO CORPORATION (the "Borrower") and MELLON BANK, N.A.
("Mellon"), EUROPEAN AMERICAN BANK ("EAB") and KEYBANK, NA ("KeyBank"; Mellon,
EAB and Key Bank are hereinafter each referred to individually as a "Lender",
and collectively as the "Lenders"); Mellon, as issuer of the Letters of Credit
(Mellon, in such capacity, and any successor issuing bank shall be referred to
hereinafter as the "Issuing Bank") and Mellon, as agent for the Lenders and the
Issuing Bank (Mellon, in such capacity, and any successor agent shall be
referred to hereinafter as the "Agent").
BACKGROUND
A. The Lenders, the Issuing Bank, the Agent and the Borrower entered into that
certain Loan Agreement dated as of September 9, 1998 (the "Original Loan
Agreement"), pursuant to which the Lenders and the Issuing Bank made available
to the Borrower the credit facilities described therein. The Original Loan
Agreement as amended hereby and hereafter from time to time shall be referred
to herein as the "Loan Agreement." All terms capitalized but not defined
herein shall have the meanings given to such terms in the Loan Agreement.
B. The Lenders, the Issuing Bank, the Agent and the Borrower desire to amend
the Original Loan Agreement to allow the Borrower to declare and pay dividends
on the Borrower's preferred stock in accordance with the Loan Agreement as
amended hereby.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and intending to be legally bound,
the parties hereto agree as follows:
Article I
AMENDMENTS TO LOAN AGREEMENT
SECTION 1.1 Amendments to the Loan Agreement. The parties hereto agree to
amend the Loan Agreement as follows:
(A) Section 6.30 of the Loan Agreement is hereby amended by adding the
following language at the end of Section 6.30:
"provided further that the Borrower may declare and pay dividends on
preferred stock of the Borrower held by the ESOT in the aggregate amount up
to the lesser of (1) the percentage dividend required to be paid under such
preferred stock or (2) the amounts necessary to satisfy the portion of the
ESOT's and/or the trustee of the ESOT's payment obligations to Mellon under
the ESOT Loan Documents."
(B) Exhibit 3.6 of the Loan Agreement is hereby amended by substituting
therefor Exhibit 3.6 attached hereto and made a part hereof.
SECTION 1.2 Incorporation of Terms. The terms of this Amendment are hereby
incorporated into the Loan Agreement.
Article II
REPRESENTATIONS, WAIVERS
SECTION 2.1 Borrower's Representations and Warranties. The Borrower represents
and warrants to the Lenders, the Issuing Bank and the Agent that, as of the
date of execution of this Amendment:
(A) The representations and warranties set forth in Article V of the Loan
Agreement are true and correct as to the Borrower and its Subsidiaries as of
the date hereof except to the extent the Borrower has previously notified the
Agent, the Lenders and the Issuing Bank in writing of subsequent circumstances,
which subsequent circumstances, the Borrower hereby represents, do not
constitute a Default or Event of Default;
(B) No Default or Event of Default has occurred or is continuing, and
(C) The Loan Documents continue in full force and effect and the Borrower does
not have any charge, lien, claim or offset against Lender, or defenses to
enforcement of the Loan Documents by Lender.
SECTION 2.2 Amounts Outstanding. The Borrower hereby represents and warrants
to the Lenders, the Issuing Bank and the Agent that as of the date of execution
of this Amendment Exhibit 2.2 attached hereto and made a part hereof accurately
reflects all Loans and Letters of Credit outstanding under the Loan Agreement.
The Borrower hereby reaffirms its obligations under the Loan Agreement,
including without limitation its obligation to repay such Loans and reimburse
draws under such Letters of Credit as s et forth in the Loan Agreement. The
Lenders and the Issuing Bank each reaffirms its obligations under the Loan
Agreement including without limitation the obligation of each Lender to
reimburse the Issuing Bank to the extent of its Pro Rata Share, for draws under
the Letters of Credit to the extent not reimbursed by the Borrower.
Article III
MISCELLANEOUS
SECTION 3.1 Modifications. This Amendment contains all of the modifications to
the Loan Agreement. No further modifications shall be deemed effective, unless
in writing executed by the parties hereto.
SECTION 3.2 No Waivers. Except as expressly set forth herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of the Lender under the Loan Agreement, nor
constitute a waiver of any Default or Event of Default or any provision of the
Loan Agreement.
SECTION 3.3 Governing Law. This Amendment shall be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.
SECTION 3.4 Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Amendment by signing
any such counterpart.
SECTION 3.5 Binding Effect. This Amendment shall become effective as of
December 31, 1998 when it shall have been executed by the Borrower, the Agent,
the Issuing Bank and the Lenders, and it shall thereafter be binding upon and
inure to the benefit of the Borrower, the Agent, the Issuing Bank and the
Lenders and their respective successors and assigns, except that the Borrower
shall not have the right to assign any right or obligation hereunder or any
interest herein.
SECTION 3.6 No Novation. The Loan Agreement, as amended hereby, shall remain
in full force and effect. Execution of this Amendment shall not constitute a
novation between the Borrower, the Agent, the Issuing Bank and the Lenders.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
caused this Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
EDO CORPORATION
By: s/Xxxxxxx X. Xxxxxxxx, V.P.
--------------------------------
By: s/Xxxxx X. Xxxxxx, V.P.
--------------------------------
MELLON BANK, N.A. (as Lender, the Agent, and Issuing Bank)
By: s/Xxxxxx Xxxxxxx, V.P.
--------------------------------
EUROPEAN AMERICAN BANK
By: s/Xxxxx X. Xxxxxxxx, V.P.
--------------------------------
KEYBANK, NA
Date of Execution: March , 1999
