Contract

AMENDMENT AND WAIVER NO. 1 AMENDMENT AND WAIVER NO. 1, dated as of March 6, 2006 (this”Amendment”), by and among EDO Corporation (the “Borrower”), the Lenders partyhereto and Citicorp USA, Inc., as administrative agent (in such capacity, the”Administrative Agent”). WITNESSETH: WHEREAS, the Borrower, the Lenders party hereto and the AdministrativeAgent are parties to that certain Credit Agreement, dated as of November 4, 2005(the “Credit Agreement”), among the Borrower, the Lenders and Issuers partythereto and the Administrative Agent; and WHEREAS, the Borrower has requested that the Lenders and theAdministrative Agent enter into this Amendment to amend and waive the CreditAgreement as set forth herein; NOW, THEREFORE, in consideration of the foregoing, and for other goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Capitalized terms used herein and not otherwisedefined herein shall have the meanings ascribed to such terms in the CreditAgreement. 2. Amendments. Effective as of the Effective Date (as definedbelow) and subject to the terms and conditions set forth herein, the CreditAgreement is hereby amended as follows: (a) Section 6.1 (a) of the Credit Agreement is amended by (i)adding immediately after the phrase “Within 45 days after the end of each FiscalQuarter of each Fiscal Year” the following: “(other than the last Fiscal Quarterof each Fiscal Year)” and (ii) amending and restating the proviso at the end ofsuch Section in its entirety to read as follows: “provided, however, thatdelivery of a Form 10-Q of the Borrower that is in compliance with allapplicable Requirements of Law or the requirements of this clause (a) shallsatisfy the delivery requirements of this clause (a)”. (b) Section 6.1(b) of the Credit Agreement is amended by amendingand restating the proviso at the end of such Section in its entirety to read asfollows: “provided, however, that delivery of a Form 10-K of the Borrower thatis in compliance with all applicable Requirements of Law or the requirements ofthis clause (b) shall satisfy the delivery requirements of this clause (b)”. (c) Section 6.1(e) of the Credit Agreement is amended by amendingthe reference to “60 days” therein to “90 days”. (d) Section 6.1(g) of the Credit Agreement is amended and restatedin its entirety to read as follows: “Together with each delivery of anyFinancial Statement pursuant to clause (a) or (b) above, a “job status report”substantially in the form previously provided to theLenders, certified by a Responsible Officer of the Borrower and current as ofthe last Business Day of the preceding Fiscal Quarter.” 3. Waiver. The Lenders hereby waive any Default or Event ofDefault arising as a result of the Borrower’s failure to furnish to theAdministrative Agent (a) Financial Statements for the Fiscal Quarter endedDecember 31, 2005 within 45 days after the end of such Fiscal Quarter pursuantto Section 6.1 (a) of the Credit Agreement prior to giving effect to thisAmendment, (b) the Borrower’s annual business plan for the Fiscal Year 2006within 60 days after the end of the preceding Fiscal Year pursuant to Section6.1(e) of the Credit Agreement prior to giving effect to this Amendment and (c)a job status report on or prior to the 20th day of the calendar quartercommencing January 1,2006 pursuant to Section 6.1 (g) of the Credit Agreementprior to giving effect to this Amendment. 4. Conditions to Effectiveness of this Amendment. This Amendmentshall become effective as of the date the following conditions precedent havebeen satisfied (the “Effective Date”): (a) The Administrative Agent shall have received (i) thisAmendment, duly executed and delivered by the Borrower and Lenders constitutingthe Requisite Lenders and (ii) the Consent and Affirmation, in the form attachedhereto as Annex A, duly executed and delivered by each of the Guarantors. (b) After giving effect to this Amendment, each of therepresentations and warranties made by any Loan Party in or pursuant to the LoanDocuments shall be true and correct in all material respects on and as of thedate hereof, as if made on and as of such date, except to the extent suchrepresentations and warranties expressly relate to an earlier date, in whichcase such representations and warranties shall be true and correct in allmaterial respects as of such earlier date. (c) After giving effect to this Amendment, no Default or Event ofDefault shall have occurred and be continuing on the date hereof. 5. Representations and Warranties. The Borrower hereby representsand warrants to the Administrative Agent and the Lenders, on and as of the datehereof, that: (a) (i) The Borrower has taken all necessary action to authorizethe execution, delivery and performance of this Amendment, (ii) this Amendmenthas been duly executed and delivered by the Borrower and (iii) this Amendment isthe legal, valid and binding obligation of the Borrower, enforceable against itin accordance with its terms, except as enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium or similar lawsaffecting the enforcement of creditors’ rights generally and by generalequitable principles. (b) After giving effect to this Amendment, each of therepresentations and warranties made by any Loan Party in or pursuant to the LoanDocuments is true and correct in all material respects on and as of the datehereof, as if made on and as of such date, except to the extent suchrepresentations and warranties expressly relate to an earlier date, in whichcase such representations and warranties are true and correct in all materialrespects as of such earlier date. 2 (c) After giving effect to this Amendment, no Default or Event ofDefault has occurred and is continuing as of the date hereof. 6. Continuing Effect. Except as expressly set forth in thisAmendment, all of the terms and provisions of the Credit Agreement are and shallremain in full force and effect and the Borrower shall continue to be bound byall of such terms and provisions. This Amendment is limited to the specificprovisions of the Credit Agreement specified herein and shall not constitute anamendment or waiver of, or an indication of the Administrative Agent’s or theLenders’ willingness to amend or waive, any other provisions of the CreditAgreement or the same provisions for any other date or purpose. 7. Expenses. The Borrower agrees to pay and reimburse theAdministrative Agent for all its reasonable out-of-pocket costs and expensesincurred in connection with the negotiation, preparation, execution and deliveryof this Amendment, and all other documents prepared in connection herewith, andthe transactions contemplated hereby, including, without limitation, reasonablefees and disbursements and other charges of counsel to the Administrative Agent. 8. Choice of Law. This Amendment and the rights and obligationsof the parties hereto shall be governed by, and construed and interpreted inaccordance with, the laws of the State of New York. 9. Counterparts. This Amendment may be executed in any number ofcounterparts and by different parties and separate counterparts, each of whichwhen so executed and delivered, shall be deemed an original, and all of which,when taken together, shall constitute one and the same instrument. Delivery ofan executed counterpart of a signature page to this Amendment by facsimile ore-mail shall be effective as delivery of a manually executed counterpart of thisAmendment. 10. Integration. This Amendment, together with the other LoanDocuments, incorporates all negotiations of the parties hereto with respect tothe subject matter hereof and is the final expression and agreement of theparties hereto with respect to the subject matter hereof. 11. Severability. In case any provision in this Amendment shall beinvalid, illegal or unenforceable, such provision shall be severable from theremainder of this Amendment and the validity, legality and enforceability of theremaining provisions shall not in any way be affected or impaired thereby. 12. Loan Document. This Amendment is a Loan Document. 13. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLYWAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENTAND ANY OTHER LOAN DOCUMENT. [SIGNATURE PAGES FOLLOW] 3 IN WITNESS WHEREOF, the parties have entered into this Amendment as ofthe date first above written. EDO CORPORATION By: /s/ F.B. Bassett ——————————– Name: F.B. Bassett Title: CFO [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] CITICORP USA, INC., as Administrative Agent and Lender By: /s/ Juan Carlos Lorenzo ———————————— Name: Juan Carlos Lorenzo Title: Vice President [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] Wachovia Bank, N.A. By: /s/ William F. Fox ——————————- Name: William F. Fox Title: Director Bank of America, N.A. ————————————- [INSERT NAME OF LENDER] By: /s/ Steven J. Melicharek ——————————- Name: Steven J. Melicharek Title SVP/CPO [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] JPMorgan ————————————- [INSERT NAME OF LENDER] By: /s/ Andrsa Compten ——————————- Name: Andrsa Compten Title VP [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] Sovereign Bank ————————————- [INSERT NAME OF LENDER] By: /s/ Jeffrey B. Carstens ——————————- Name: Jeffrey B. Carstens Title Senior Vice President [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] ————————————- NATIONAL CITY BANK By: /s/ Thomas J. McDonnell ————————————- Name: Thomas J. McDonnell Title Senior Vice President [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] MANUFACTURERS AND TRADERS TRUST COMPANY By: /s/ Robert T. Stratford, Jr. ——————————- Name: Robert T. Stratford, Jr. Title: Vice President [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] PNC Bank, N.A. By: /s/ Anthony Frasso ——————————- Name: Anthony Frasso Title: Vice President [Signature Page to Amendment and Waiver No. 1] ————————————– SOCIETE GENERALE By: /s/ R.D. Boyd Harman ———————————- Name: R.D. Boyd Harman Title: Vice President [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] Key Bank National Association ————————————– [INSERT NAME OF LENDER] By: /s/ Suzannah Harris ———————————- Name: SUZANNAH HARRIS Title: Vice President [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] Regions Bank ————————————– [INSERT NAME OF LENDER] By: /s/ Jim Schwartz ———————————- Name: Jim Schwartz Title: S.V.P. [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] The Governor & Company of the Bank of Ireland —————————————- [INSERT NAME OF LENDER] By: /s/ Elaine Crawley ———————————— Name: Elaine Crawley Title: Manager /s/ Pat MacBride ———————————— Pat MacBride Authorized Signatory [Signature Page to Amendment and Waiver No. 1] ——————————— Bank Leumi USA By: /s/ Paul Tine —————————— Name: Paul Tine Title: First Vice President [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] ——————————— COMERICA BANK By: /s/ Sarah R. West —————————– Name: Sarah R. West Title: Assistant Vice President [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] Commerce Bank, N.A. By: /s/ Anthony P. Giovi ——————————- Name: Anthony P. Giovi Title: Vice President [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] The Bank of New York By: /s/ Kenneth P. Sneider, Jr. —————————— Name: Kenneth P. Sneider, Jr. Title: Vice President [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] UNITED OVERSEAS BANK LIMITED, New York Agency By: /s/ Kwong Yew Wong ——————————- Name: Kwong Yew Wong Title: FVP & General Manager By: /s/ Philip Cheong ——————————- Name: Philip Cheong Title: VP & Deputy General Manager [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] EDO CORPORATION Chiao Tung Bank Co., Ltd. New York Agency By: /s/ Chun-Kai Hu ———————————- Name: Chun-Kai Hu Title: VP & DGM [SIGNATURE PAGE TO AMENDMENT AND WAIVER NO. 1] ANNEX A CONSENT AND AFFIRMATIONEach Guarantor hereby consents to the Amendment and Waiver No. 1 (the”Amendment”) to which this Consent and Affirmation is attached and agrees thatthe terms thereof shall not affect in any way its obligations and liabilitiesunder the Loan Documents (as amended and otherwise expressly modified by theAmendment) to which it is a party, all of which obligations and liabilitiesshall remain in full force and effect and each of which is hereby reaffirmed.Consented to and agreed as ofthe date of the Amendment:DARLINGTON INC.EDO AEROTECH LIMITED (UK)EDO ARTISAN INC.EDO COMMUNICATIONS AND COUNTERMEASURES SYSTEMS INC.EDO MBM TECHNOLOGY LIMITEDEDO MTECH INC.EDO PROFESSIONAL SERVICES INC.EDO RECONNAISSANCE AND SURVEILLANCE SYSTEMS, INC.EDO RUGGED SYSTEMS LIMITEDEDO (UK) LIMITEDEDO WESTERN CORPORATIONEVI TECHNOLOGY LLCFIBER INNOVATIONS, INC.SPECIALTY PLASTICS, INC.By: /s/ F. B. Bassett ————————–Name: F. B. BassettTitle: VP Finance