Exhibit 10(a)(4)
AMENDMENT NO. 3
TO
CREDIT AGREEMENT
AMENDMENT NO. 3, dated as of February 28, 2003 (this "Amendment"), to the
Credit Agreement dated as of November 8, 2002 (as amended, restated, modified or
otherwise supplemented, from time to time, the "Credit Agreement") by and among
EDO CORPORATION, a New York corporation ("EDO"), AIL SYSTEMS INC., a Delaware
corporation ("AIL"), jointly and severally, (EDO and AIL, each a "Company" and
collectively the "Companies"), CITIBANK, N.A., as Administrative Agent and as a
Lender, FLEET NATIONAL BANK, as Syndication Agent and as a Lender, WACHOVIA
BANK, N.A., as Documentation Agent and as a Lender, and the other Lenders party
thereto.
WHEREAS, the Companies, the Administrative Agent and the Required Lenders
have agreed, subject to the terms and conditions of this Amendment, to amend a
certain provision of the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
1. Amendment.
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(a) The definition of the term "Consolidated Total Unsubordinated
Liabilities" contained in Section 1.01 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
"Consolidated Total Unsubordinated Liabilities" shall mean all items
which, in accordance with Generally Accepted Accounting Principles applied
on a consistent basis, would properly be classified as liabilities on the
balance sheet of EDO and its Subsidiaries, other than Subordinated Debt
(excluding the current portion thereof to the extent permitted to be paid
hereunder), as of the date on which the amount of Consolidated Total
Unsubordinated Liabilities is to be determined.
(b) Subsection (vii) of the definition of the term "Permitted
Acquisition" contained in Section 1.01 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
(vii) after giving affect to such acquisition, the aggregate purchase
price and consideration for all Permitted Acquisitions during any
consecutive twelve-month period that includes the month of February 2003
shall not exceed $101,300,000 and the aggregate purchase price and
consideration for all Permitted Acquisitions during any other consecutive
twelve-month period shall not exceed $60,000,000.
(c) Section 7.12(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(a) Consolidated Tangible Net Worth plus Subordinated Debt. Permit
Consolidated Tangible Net Worth plus Consolidated Subordinated Debt at the
last day of any fiscal quarter to be less than the amount set forth below
opposite the applicable period in which the fiscal quarter occurs.
Period Amount
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Closing Date through December 30, 2002 $200,000,000
December 31, 2002 through December 30, 2003 $175,000,000
December 31, 2003 through December 30, 2004 $175,000,000
December 31, 2004 and thereafter $185,000,000
(d) Section 7.12(e) of the Credit Agreement is hereby amended to
delete the ratio of "1.00:1.00" stated therein and to insert the ratio
"1.25:1.00" in place thereof.
2. Miscellaneous.
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Capitalized terms used herein and not otherwise defined herein shall have the
same meanings as defined in the Credit Agreement.
Except as expressly amended hereby, or as may have been previously amended, the
Credit Agreement shall remain in full force and effect in accordance with the
original terms thereof.
The amendments herein contained are limited specifically to the matters set
forth above and do not constitute directly or by implication an amendment or
waiver of any other provision of Credit Agreement or any default which may occur
or may have occurred under the Credit Agreement.
The Companies, jointly and severally, hereby represent and warrant that (a)
after giving effect to this Amendment, each of the representations and
warranties of the Companies set forth in the Credit Agreement are true and
correct in all material respects on and as of the date hereof as if made on and
as of the date of this Amendment except to the extent such representations or
warranties relate to an earlier date in which case they shall be true and
correct in all material respects as of such earlier date, and (b) after giving
effect to this Amendment, no Default or Event of Default has occurred and is
continuing.
This Amendment may be executed in one or more counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute
but one Amendment. This Amendment shall become effective when duly executed
counterparts hereof which, when taken
together, bear the signatures of each of the parties hereto shall have been
delivered to the Administrative Agent.
This Amendment shall constitute a Loan Document.
THIS AMENDMENT SHALL GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
[the next page is the signature page]
IN WITNESS WHEREOF, the Companies and the Administrative Agent, as
authorized on behalf of the Required Lenders, have signed and delivered this
Amendment as of the date first written above.
EDO CORPORATION
By: /s/ X.X. XXXXXXX
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Name: X.X. Xxxxxxx
Title: CFO
AIL SYSTEMS INC.
By: /s/ X.X. XXXXXXX
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Name: X.X. Xxxxxxx
Title: CFO
CITIBANK, N.A., as Administrative Agent
By: /S/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Vice President
ACKNOWLEDGMENT
Each of the undersigned, not parties to the Credit Agreement but each a
Guarantor under a Guaranty dated as of November 8, 2002 hereby acknowledges and
agrees to the terms of the Amendment contained herein and confirms that its
Guaranty is in full force and effect.
AIL TECHNOLOGIES INC.
AMERICAN NUCLEONICS CORPORATION
DYNAMIC SYSTEMS, INC.
EDO WESTERN CORPORATION
EDO SPORTS INC.
ASTRO OPTICS LABORATORY, INC.
EDO INTERNATIONAL CORPORATION
EDO ENERGY CORPORATION
EDO AUTOMOTIVE NATURAL GAS INC.
SPECIALTY PLASTICS, INC.
EDO ACQUISITION II, INC.
EDO RECONNAISSANCE AND
SURVEILLANCE SYSTEMS, INC.
M. TECHNOLOGIES, INC.
EDO FOREIGN SALES CORPORATION
By: /s/ X.X. XXXXXXX
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Name: X.X. Xxxxxxx
Title: CFO, of each of the above-referenced
companies
