AMENDMENT NO. 10 TO GUARANTEE AGREEMENT
AMENDMENT NO. 10 (the "Amendment") dated as of June 30, 1996 to that certain
Guarantee Agreement dated as of July 12, 1988 as amended by Amendment and
Waiver dated as of April 12, 1990, Amendment No. 2 dated as of October 9, 1990,
Amendment No. 3 dated as of April 8, 1991, Amendment No. 4 dated March 26,
1992, Amendment No. 5 dated June 9, 1992, Amendment No. 6 dated July 30, 1993,
Amendment No. 7 dated March 3, 1994, effective as of December 31, 1993, Waiver
and Amendment No. 8 to Guarantee Agreement dated February 10, 1995, and
Amendment No. 9 dated as of June 30, 1995 (as so amended, the "Existing
Guarantee") made by EDO Corporation, a New York corporation (the "Guarantor")
in favor of NatWest Bank N.A. (formerly National Westminster Bank USA) (the
"Bank") (as successor in interest to Manufacturers Hanover Trust Company
("Manufacturers").
W I T N E S S E T H :
WHEREAS, the Guarantor and Manufacturers were parties to the Existing
Guarantee;
WHEREAS, the Bank succeeded to all of Manufacturers' right, title and interest
under the Guarantee Agreement pursuant to that certain Assignment and
Assumption Agreement dated as of June 8, 1990 between Manufacturers and the
Bank;
WHEREAS, the Guarantor has requested that the Bank amend certain provisions of
the Existing Guarantee;
WHEREAS, the Bank has agreed to such request subject to the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Existing Guarantee is hereby amended as follows:
(a) Subsection 10(b)(x) is deleted in its entirety and there is
substituted therefor the following:
"(x) Limitation on Capital Expenditures. Make any capital expenditures or fixed
asset acquisitions, or, without duplication, incur any obligation so to do or
permit any Subsidiary so to do, with respect to the Guarantor and its
Subsidiaries on a consolidated basis in an amount exceeding (i) $3,500,000 for
the fiscal year ending December 31, 1995, (ii) $4,500,000 for the fiscal year
ending December 31, 1996, and (iii) $4,000,000 in any fiscal year thereafter.
Capital expenditures and fixed asset acquisitions shall be calculated on a
non-cumulative basis so that amounts not expended in any fiscal year may not be
carried over and expended in subsequent fiscal years."
(b) Subsection 10(b)(xiv) is deleted in its entirety and there is
substituted therefor the following:
"(xiv) Limitations on Acquisitions. Acquire all or any substantial portion of
the business, stock or assets of any company or permit any Subsidiary to do any
of the foregoing, except that the Guarantor or any Subsidiary may acquire all
or any substantial portion of the business, stock or assets of any company if
and only if:
(i) after giving effect thereto, no Event of Default under the
Loan Agreement shall have occurred or would exist as a result of such purchase;
(ii) each such acquisition shall be of assets utilized by the
transferor thereof in a line of business related to the Guarantor's business or
of capital stock of a corporation substantially all of whose properties consist
of such assets;
(iii) the Guarantor shall have given the Bank not less than thirty
(30) days prior written notice of such proposed acquisition, such notice to
include the proposed amount, date and form of the proposed transaction, a
reasonable description of the assets or stock to be acquired, a description of
the liabilities to be assumed (if any) and the location of all assets to be
acquired;
(iv) concurrently with the consummation of any such acquisition,
the Guarantor or its Subsidiary, as the case may be, shall, as additional
collateral security for any and all of their respective obligations to the
Bank, grant to the Bank a first lien on all of its right, title and interest in
and to the acquired assets, if any, by the execution and delivery to the Bank
of such agreements, instruments and documents as shall be satisfactory in form
and substance to the Bank; and
(v) the amount of all such acquisitions with respect to the
Guarantor and its Subsidiaries on a consolidated basis shall not exceed
$10,000,000 in the aggregate and no single acquisition shall be in excess of
$5,000,000."
(c) Subsection 12(a) is amended by deleting the clause "At any time on
or after April 1, 1997," and substituting therefor the clause "At any time on
or after April 1, 2000,".
2. In order to induce the Bank to execute and deliver this Amendment No. 10,
the Guarantor hereby represents and warrants to the Bank that the
representations and warranties set forth in Section 9 of the Existing Guarantee
are true and correct as if made on the date hereof except for changes in the
ordinary course of business, none of which, singly or in the aggregate, have
had a material adverse effect on the business, operations or financial
condition of the Guarantor or on the ability of the Guarantor to perform its
obligations under the Existing Guarantee and other than as has been publicly
reported by the Guarantor in its announcements, releases or filings with the
Securities and Exchange Commission; provided, however, that all references to
the term "Guarantee" shall be deemed to be references to the Existing Guarantee
as amended by this Amendment No. 10.
3. Defined terms used in this Amendment No. 10 not otherwise defined herein
shall have the meanings set forth in the Existing Guarantee unless the context
otherwise requires. Except as expressly amended hereby, all of the terms and
conditions of the Existing Guarantee shall remain in full force and effect.
4. This Amendment No. 10 shall be governed by and construed in accordance
with the laws of the State of New York and may be executed in any number of
counterparts, all of which taken together, shall constitute one and the same
document.
IN WITNESS WHEREOF, the parties hereto have set their signatures as of the
date first above written.
EDO CORPORATION
By: X. X. Xxxxxxxx
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Vice President-Finance
and Treasurer
Title
FLEET BANK, N.A.
By: Xxxxxxx X. Xxxxxx
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Vice President
Title
