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EXHIBIT 4.17
FELKER PUT AGREEMENT
THIS AGREEMENT, dated July 8, 2004, by and between AVONDALE
INCORPORATED, a Georgia corporation
("Avondale"), and G. STEPHEN FELKER, a
resident of Monroe, Georgia ("Felker").
WITNESSETH:
WHEREAS, Felker is the Chairman and Chief Executive Officer of
Avondale;
WHEREAS, in April 1997 Felker forfeited certain put rights
pertaining
to 978,939 shares of common stock, par
value $1.00 per share, of Avondale (the
"Shares") as well as his participation in
certain employee benefits in return
for Avondale's agreement to pay the
premiums on certain split dollar life
insurance policies covering Felker (the
"Split Dollar Policies");
WHEREAS, the Board of Directors of Avondale has determined that
it
would be in the best interests of the
Company to cancel the Split Dollar
Policies; and
WHEREAS, in return for the cancellation of the Split Dollar
Policies
and Avondale's receipt of the cash
surrender value related to such policies, as
recoupment of the premiums paid by
Avondale, Avondale is willing to restore
Felker's put rights for the Shares.
NOW THEREFORE, in consideration of the mutual agreements and
covenants
contained herein, the parties hereto agree
as follows:
1.
Definitions.
(a) "Aggregate
Outstanding Securities" shall mean, as of the date
such determination is made, all of the
shares of Class A and Class B common
stock of Avondale outstanding on such
date.
(b) "EBITD"
shall mean the aggregate consolidated operating
earnings before interest, income taxes and
depreciation.
(c) "Fair
Market Value" shall be determined based upon a
valuation of all of the Aggregate
Outstanding Securities by an independent
investment banking firm, which investment
banking firm shall exclude from such
valuation any discount for the fact that
the shares of common stock in question
may constitute less than a majority of the
outstanding voting power, are
subject to restrictions on their transfer
and may have disparate voting rights;
provided, however, that in no event shall
the Fair Market Value of the
Aggregate Outstanding Securities be (a)
less than the "Minimum EBITD Value"
plus the "Balance Sheet Items Adjustment"
or (b) more than the "Maximum EBITD
Value" plus the "Balance Sheet Items
Adjustment." The
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"Minimum EBITD Value" will be the product
of 4.5 and the "Maximum EBITD Value"
will be the product of 6.0, (A) multiplied
by an amount equal to Avondale's
EBITD for the 10 fiscal quarters
immediately preceding the death of Felker,
divided by (B) 2.5. The "Balance Sheet
Items Adjustment" will be the amount
equal to (A) Avondale's consolidated cash
and short-term investments and
equivalents thereof minus (B) Avondale's
total consolidated indebtedness, in
each case as of the last day of the last
full fiscal quarter preceding the date
of this calculation.
2. Put
Rights.
(a) Upon the
death of Felker, the personal representative of
Felker shall have an option, exercisable at
any one time within two years after
the appointment of such personal
representative, to cause Avondale to purchase
some or all of the Shares, and Avondale,
upon written notice from Felker's
personal representative specifying the
number of the Shares with respect to
which such option is exercised, shall
become obligated to purchase the
specified number of Shares.
(b) The price
per Share to be paid by Avondale upon the purchase
of any of the Shares under paragraph (a)
hereof shall be an amount equal to the
product of (i) the Fair Market Value of the
Aggregate Outstanding Securities,
multiplied by (ii) the number of Sh
