Contract

EXECUTION COPY AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of April 24,2006 (this “Amendment”), by andamong EDO Corporation (the “Borrower”), the Lenders party hereto and CiticorpUSA, Inc., as administrative agent (in such capacity, the “AdministrativeAgent”). WITNESSETH: WHEREAS, the Borrower, the Lenders party hereto and the AdministrativeAgent are parties to that certain Credit Agreement, dated as of November 4, 2005(as amended, supplemented or otherwise modified from time to time, the “CreditAgreement”), among the Borrower, the Lenders and Issuers party thereto and theAdministrative Agent; and WHEREAS, the Borrower has requested that the Lenders and theAdministrative Agent enter into this Amendment to amend the Credit Agreement asset 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. Amendment. Effective as of the Effective Date (as definedbelow) 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 readas 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 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, inwhich case 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. 4. 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. (c) After giving effect to this Amendment, no Default or Event ofDefault has occurred and is continuing as of the date hereof. 5. 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. 6. 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. 7. 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. 8. 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 2to this Amendment by facsimile or e-mail shall be effective as delivery of amanually executed counterpart of this Amendment. 9. 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. 10. 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. 11. Loan Document. This Amendment is a Loan Document. 12. 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 of thedate 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 AFFIRMATIONEach Guarantor hereby consents to the Amendment No. 2 (the “Amendment”) towhich this Consent and Affirmation is attached and agrees that the termsthereof shall not affect in any way its obligations and liabilities under theLoan Documents (as amended and otherwise expressly modified by the Amendment)to which it is a party, all of which obligations and liabilities shall remainin 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: CFO/Sr V.P.