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Exhibit 10
AMENDMENT NO. 1 TO
REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT (this
"Amendment") is made and dated as of June 28, 2002, by and
among(a) Kaman Corporation (the "Company"), (b) the
undersigned Banks, and (c) The Bank of Nova Scotia
("Scotiabank") and Fleet National Bank ("Fleet") as the
Co-Administrative Agents for the Banks. Unless otherwise
defined herein, all capitalized terms used herein and defined
in the Credit Agreement are used herein as therein defined.
WHEREAS, the Company, the Banks and the Co-Administrative
Agents and certain other parties have entered into that
Revolving Credit Agreement, dated as of November 13, 2000 (the
"Credit Agreement"), pursuant to which the Banks have made,
and have committed to make, Loans and other credit extensions
to the Company on the terms set forth therein; and
WHEREAS, the Company has requested that the Banks amend
the Credit Agreement and the Banks, on the terms and subject
to the conditions set forth below, have agreed to amend the
Credit Agreement;
NOW, THEREFORE, in consideration of the foregoing
premises, the Company, the Banks and the Co-Administrative
Agents agree as follows:
1. Amendments to the Credit Agreement. Section 9.2 of
the Credit Agreement is hereby amended as follows:
(a) by deleting clauses (a) and (b) in the
definition of "Applicable Margin" in their entirety and
replacing such clauses with the following new clauses
(a) and (b):
"(a) For the Revolver A Loans:
<table>
LIBOR LIBOR
Applicable Applicable
Margin (if Margin (if
Facility Fee Base Rate Level of Usage Level of Usage
Applicable Applicable is 50.0% is greater
Credit Rating Margin Margin or less) than 50.0%)
- ----------------- ------------ ----------- -------------- -------------
<s> <c> <c> <c> <c> <c>
S&P Moody's
- ------- -------
>= A- >= A3 0.150% 0.000% 0.600% 0.725%
>= BBB+ >= Baa1 0.190% 0.000% 0.685% 0.810%
>= BBB >= Baa2 0.225% 0.000% 0.775% 0.900%
>= BBB- >= Baa3 0.250% 0.250% 1.000% 1.125%
>= BB+ >= Ba1 0.375% 0.500% 1.250% 1.375%
< BB+ < Ba1 0.500% 0.750% 1.500% 1.625%
</table>
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(b) For the Revolver B Loans:
<table>
LIBOR LIBOR
Applicable Applicable
Margin (if Margin (if
Facility Fee Base Rate Level of Usage Level of Usage
Applicable Applicable is 50.0% is greater
Credit Rating Margin Margin or less) than 50.0%)
- ----------------- ------------ ----------- -------------- -------------
<s> <c> <c> <c> <c> <c>
S&P Moody's
- ------- -------
>= A- >= A3 0.125% 0.000% 0.625% 0.750%
>= BBB+ >= Baa1 0.165% 0.000% 0.710% 0.835%
>= BBB >= Baa2 0.200% 0.000% 0.800% 0.925%
>= BBB- >= Baa3 0.225% 0.250% 1.025% 1.150%
>= BB+ >= Ba1 0.350% 0.500% 1.275% 1.400%
< BB+ < Ba1 0.475% 0.750% 1.525% 1.650%"
</table>
(b) by amending and restating the definition of
"EBITDA" in its entirety as follows:
""EBITDA" shall mean the consolidated operating
earnings of the Company and its Subsidiaries for any
fiscal period, after all expenses and other proper
charges but before the payment or provision for any
income taxes, interest expense, special items such
as gains or losses on sales of assets, extraordinary
or special items reported net of taxes, depreciation
or amortization, and all other items reported as
non-operating income for such period, in each case
without duplication, and all determined in
accordance with GAAP; provided that, notwithstanding
the foregoing, EBITDA for any period (i) shall be
increased by Permitted 2002 Restructuring Charges,
to the extent such Permitted 2002 Restructuring
Charges were deducted in determining consolidated
operating earnings of the Company and its
Subsidiaries for such period, and (ii) shall not be
increased by any other 2002 Restructuring Charges."
(c) by adding the following new definitions in the
appropriate alphabetical location:
""Permitted 2002 Restructuring Charges" shall
mean all non-cash charges against earnings taken by
the Company, in accordance with GAAP, for the fiscal
quarter ending June 30, 2002, in respect of:
(a) asset write-offs in connection with
the closing of the Company's plant complex in
Moosup, Connecticut, such charges not to
exceed, in the aggregate, $2,500,000; and
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(b) write-down of K-MAX helicopter assets
in connection with the Company's curtailment of
the K-MAX helicopter program, such charges not
to exceed, in the aggregate, $50,000,000.
"2002 Restructuring Charges" shall mean all cash
and non-cash charges taken by the Company for the
fiscal quarter ending June 30, 2002 in respect of
(a) the phase-out and closing of the Company's plant
complex in Moosup, Connecticut, (b) the SH-2G(A)
Australia program and (c) the write-down of the
K-MAX helicopter assets."
2. Representation and Warranties. The Company
represents and warrants to each of the Banks and the
Co-Administrative Agents as follows:
(a) The representations and warranties of the
Company contained in the Credit Agreement (i) were true
and correct in all material respects when made and (ii)
shall be true and correct in all material respects on and
as of the Effective Date.
(b) The execution and delivery by the Company of
this Amendment and the performance by the Company of its
agreements and obligations under this Amendment are
within its corporate authority, have been duly authorized
by all necessary corporate action. Such execution,
delivery, and performance by the Company, do not and will
not (a) contravene any provision of the Company's
Governing Documents, (b) conflict with, or result in a
breach of the terms, conditions or provisions of, or
constitute a default under or result in the creation of
any Lien upon any of the property of the Company, under
any agreement, trust, deed, indenture, mortgage or other
instrument to which the Company is a party or by which
the Company or any of its properties are bound or
affected, or (c) require any waiver, consent or approval
by any creditors, shareholders, or public authority.
(c) This Amendment and the Credit Agreement, as
amended hereby, constitutes the legal, valid and binding
obligations of the Company, enforceable in accordance
with their respective terms, except as enforcement may be
limited by principles of equity, bankruptcy, insolvency,
or other laws affecting the enforcement of creditors'
rights generally.
(d) After giving effect to this Amendment, no
Default or Event of Default has occurred and is
continuing.
3. Condition to Effectiveness. This Amendment shall
become effective as of the date hereof (the "Effective Date")
subject to satisfaction of the following conditions precedent:
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(a) Amendment Agreement. This Amendment shall have
been duly authorized, executed and delivered to the
Administrator by the Company and each of the Banks.
(b) Guarantor Consent. Each of the Obligors (other
than the Company) shall have duly authorized, executed
and delivered to the Administrator its consent to this
Amendment, in form and substance satisfactory to the
Administrator.
(c) Amendment Fee. The Company shall have paid to
the Administrator, for the account of each Bank who
executes and delivers this Amendment to the Administrator
on or prior to 5:00 p.m. Boston, Massachusetts time, June
28, 2002, a non-refundable amendment fee equal to .125%
of the sum of such Bank's outstanding (i) Revolver A
Commitment and (ii) Revolver B Commitment.
(d) Officer's Certificate. The Administrator shall
have received from the Company a certificate, dated the
Effective Date, of its Secretary as to:
(i) resolutions of its Board of Directors then
in full force and effect authorizing the execution,
delivery and performance of the Amendment;
(ii) the incumbency and signatures of the
officers of the Company authorized to act with
respect to the Amendment; and
(iii) any amendments to the Governing
Documents of the Company since such Governing
Documents were last certified to the
Co-Administrative Agents.
Such certificate shall be in form and substance satisfactory
to the Administrator,
4. Covenant of Company. The Company hereby covenants
and agrees to use its best efforts to deliver to the
Co-Administrative Agents, on or before September 1, 2002, an
updated credit rating from S&P (either publicly or in the form
of letters to the Co-Administrative Agents) for its Public
Senior Debt and/or its Subordinated Debt (whether or not any
such Public Senior Debt or Subordinated Debt is then
outstanding).
5. Expenses. The Company shall pay all reasonable
out-of-pocket expenses incurred by the Co-Administrative
Agents in connection with the preparation, negotiation,
execution, delivery and enforcement of this Amendment,
including, but not limited to, the reasonable fees and
expenses of Bingham Dana LLP.
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6. Miscellaneous. From and after the date hereof, this
Amendment shall be deemed a Credit Document for all purposes
of the Credit Agreement and the other Credit Documents and
each reference to Credit Documents in the Credit Agreement and
the other Credit Documents shall be deemed to include this
Amendment. Any breach by any Obligor of the covenants and
obligations of such Obligor contained herein shall be an
immediate Event of Default. Except as expressly provided
herein, this Amendment shall not, by implication or otherwise,
limit, impair, constitute a waiver of or otherwise affect any
rights or remedies of the Co-Administrative Agents or the
Banks under the Credit Agreement or the other Credit
Documents, nor alter, modify, amend or in any way affect any
of the obligations or covenants contained in the Credit
Agreement or any of the other Credit Documents, all of which
are ratified and confirmed in all respects and shall continue
in full force and effect.
7. Counterparts. This Amendment may be executed in any
number of counterparts, but all of such counterparts shall
together constitute but one and the same agreement. Delivery
of an executed counterpart of a signature page by facsimile
transmission shall be effective as delivery of a manually
executed counterpart of this Amendment. In making proof of
this Amendment, it shall not be necessary to produce or
account for more than one such counterpart.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
CONNECTICUT (WITHOUT REFERENCE TO CONFLICT OF LAWS).
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have duly executed
this Amendment as a sealed instrument as of the date first set
forth above.
KAMAN CORPORATION
By: /s/Robert M. Garneau
Name: Robert M. Garneau
Title: Executive Vice President
and Chief Financial Officer
THE BANK OF NOVA SCOTIA,
as a Co-Administrative Agent
By: /s/Todd S. Meller
Name: Todd S. Meller
Title: Managing Director
FLEET NATIONAL BANK,
as a Co-Administrative Agent
and the Administrator
By: /s/ Deborah A. Dobbins
Name: Deborah A. Dobbins
Title: Vice President
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BANKS
-----
THE BANK OF NOVA SCOTIA,
as a Bank and as an Issuer
By: /s/Todd S. Meller
Name: Todd S. Meller
Title: Managing Director
FLEET NATIONAL BANK
By: /s/Deborah A. Dobbins
Name: Deborah A. Dobbins
Title: Vice President
CITIZENS BANK OF
MASSACHUSETTS
By: /s/Daniel G. Eastman
Name: Daniel G. Eastman
Title: Senior Vice President
WEBSTER BANK
By: /s/Robert M. Annon, Jr.
Name: Robert M. Annon, Jr.
Title: Senior Vice President
WACHOVIA BANK, N.A.
By: /s/Robert Sevin
Name: Robert Sevin
Title: Director
JPMORGAN CHASE BANK
By: /s/Thomas F. Bundy, Jr.
Name: Thomas F. Bundy, Jr.
Title: Vice President
MELLON BANK, N.A.
By: /s/Alexander M. Gordon
Name: Alexander M. Gordon
Title: Assistant Vice President
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KEYBANK NATIONAL ASSOCIATION
By: /s/Lawrence A Mack
Name: Lawrence A. Mack
Title: Senior Vice President
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CONSENT OF GUARANTORS
Each of the undersigned hereby acknowledges and consents
to Amendment No. 1 to Revolving Credit Agreement, dated as
of June 28, 2002, and agrees that each of the Subsidiary
Guarantees, dated as of November 13, 2000, executed by such
Person in favor of each of the Bank Parties (as defined
therein), and all of the other Credit Documents to which such
Person is a party remain in full force and effect, and such
Person confirms and ratifies all of its obligations
thereunder.
KAMAN AEROSPACE GROUP, INC.
By: /s/Robert M. Garneau
Name: Robert M. Garneau
Title: Vice President
and Treasurer
KAMAN INDUSTRIAL TECHNOLOGIES
CORPORATION
By: /s/Robert M. Garneau
Name: Robert M. Garneau
Title: Vice President
and Treasurer
KAMAN MUSIC CORPORATION
By: /s/Robert M. Garneau
Name: Robert M. Garneau
Title: Vice President
and Treasurer
KAMAN AEROSPACE CORPORATION
By: /s/Robert M. Garneau
Name: Robert M. Garneau
Title: Vice President
and Treasurer
KAMAN AEROSPACE INTERNATIONAL
CORPORATION
By: /s/Robert M. Garneau
Name: Robert M. Garneau
Title: Vice President
and Treasurer
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KAMATICS CORPORATION
By: /s/Robert M. Garneau
Name: Robert M. Garneau
Title: Vice President
and Treasurer
KAMAN X CORPORATION
By: /s/Robert M. Garneau
Name: Robert M. Garneau
Title: Vice President
and Treasurer
KMI EUROPE, INC.
By: /s/Robert M. Garneau
Name: Robert M. Garneau
Title: Vice President
and Treasurer
K-MAX CORPORATION
By: /s/Robert M. Garneau
Name: Robert M. Garneau
Title: Vice President
and Treasurer
KAMAN PLASTICFAB GROUP, INC.
By: /s/Robert M. Garneau
Name: Robert M. Garneau
Title: Vice President
and Treasurer
PLASTIC FABRICATING COMPANY, INC.
By: /s/Robert M. Garneau
Name: Robert M. Garneau
Title: Vice President
and Treasurer
KAMAN DAYRON, INC.
By: /s/Robert M. Garneau
Name: Robert M. Garneau
Title: Vice President
and Treasurer
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