FOURTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
This FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of July
26, 2005 (this "Amendment"), is by and among KAMAN CORPORATION, a Connecticut
corporation (the "Company"), the various financial institutions as are or may
become parties hereto (collectively, the "Banks"), and THE BANK OF NOVA SCOTIA
("Scotia Bank") and BANK OF AMERICA, N.A. (as successor by merger to Fleet
National Bank) (individually, a "Co-Administrative Agent" and collectively,
the "Co-Administrative Agents") for the Banks.
WHEREAS, the Company, the Co-Administrative Agents and the Banks are
parties to a certain Revolving Credit Agreement, dated as of November 13, 2000
(as amended and in effect from time to time, the "Credit Agreement");
WHEREAS, the Company has advised the Co-Administrative Agents and the
Banks that the Company has entered into an agreement with certain members of
the Kaman family that contemplates a Recapitalization (as defined below).
WHEREAS, the consummation of the Recapitalization requires that the
Company amend the Credit Agreement.
WHEREAS, the Company has requested that the Majority Banks amend the
Credit Agreement to permit the Recapitalization, and the Majority Banks have
agreed to make such amendments subject to the satisfaction of the conditions
set forth herein.
NOW THEREFORE, in consideration of the mutual agreements contained in
the Credit Agreement and herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
Section 1. Defined Terms. Terms not otherwise defined herein which
are defined in the Credit Agreement shall have the same respective meanings
herein as therein.
Section 2. Amendments to the Credit Agreement. Subject to the
conditions precedent set forth in Section 3, the Credit Agreement shall be
amended as follows:
(a) Section 5.7 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following Section 5.7:
"Section 5.7 Affiliate Transactions. Enter into any transaction with
any Affiliate, except upon fair, reasonable and arm's-length terms, provided
that nothing in this Section 5.7 shall prohibit the Recapitalization."
(b) Section 9.2 of the Credit Agreement is hereby amended by deleting
the definition of "Change in Control" and restating it in its entirety as
follows:
"Change of Control" means an event or series of events by which,
following January 1, 2005:
(a) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding
any employee benefit plan of such person or its subsidiaries, and any
person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan) becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, except that a person or group shall be deemed
to have "beneficial ownership" of all securities that such person or
group has the right to acquire (such right, an "option right"),
whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of 35% or more of the
equity securities of the Company entitled to vote for members of the
board of directors or equivalent governing body of the Company on a
fully-diluted basis (and taking into account all such securities that
such person or group has the right to acquire pursuant to any option
right);
(b) during any period of 24 consecutive months, a majority of
the members of the board of directors or other equivalent governing
body of the Company cease to be composed of individuals (i) who were
members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or
equivalent governing body was approved by individuals referred to in
clause (i) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing
body or (iii) whose election or nomination to that board or other
equivalent governing body was approved by individuals referred to in
clauses (i) and (ii) above constituting at the time of such election
or nomination at least a majority of that board or equivalent
governing body (excluding, in the case of both clause (ii) and clause
(iii), any individual whose initial nomination for, or assumption of
office as, a member of that board or equivalent governing body occurs
as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any
person or group other than a solicitation for the election of one or
more directors by or on behalf of the board of directors); or
(c) any Person or two or more Persons acting in concert shall
have acquired by contract or otherwise, or shall have entered into a
contract or arrangement that, upon consummation thereof, will result
in its or their acquisition of the power to exercise, directly or
indirectly, a controlling influence over the management or policies
of the Company, or control over the equity securities of the Company
entitled to vote for members of the board of directors or equivalent
governing body of the Company on a fully-diluted basis (and taking
into account all such securities that such Person or group has the
right to acquire pursuant to any option right) representing 35% or
more of the combined voting power of such securities;
provided, that, notwithstanding the foregoing, an event that would
otherwise constitute a Change of Control under clause (a) or (c)
above shall be deemed not to have occurred for so long, but only for
so long, as Charles H. Kaman, his wife, their descendents and
partnerships or trusts in which they are the sole beneficial owners
or beneficiaries continue to own and have the sole right to direct
the voting of securities representing at least a majority of the
combined voting power of such securities.
(c) Section 9.2 of the Credit Agreement is hereby amended by
inserting the following new definitions in appropriate alphabetical sequence:
"Affiliate" means, with respect to any Person, another Person
that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the
Person specified."
"Company Letter" means the letter dated the date hereof from the
Company to the Co-Administrative Agents and the Banks, relating to
the recapitalization of the Company.
"Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies
of a Person, whether through the ability to exercise voting power, by
contract or otherwise. "Controlling" and "Controlled" have meanings
correlative thereto."
"Recapitalization" means either (i) the "Current
Recapitalization Proposal", or (ii) the "Substitute Recapitalization
Proposal", each as defined in the Company Letter.
Section 3. Conditions to Effectiveness. This Amendment shall be
deemed to be effective as of the date hereof, subject to the satisfaction of
the following conditions precedent:
(a) receipt by the Co-Administrative Agents of a counterpart
signature page to this Amendment duly executed and delivered by the
Company, the Co-Administrative Agents and the Majority Banks;
(b) such other documents as the Co-Administrative Agents, for
the benefit of the Banks and the Co-Administrative Agents, may
reasonably request.
Section 4. Representations and Warranties. The Company hereby
represents and warrants to the Banks as follows:
(a) Representation and Warranties in the Credit Agreement. The
representations and warranties of Company contained in the Credit
Agreement were true and correct in all material respects as of the
date when made and continue to be true and correct in all material
respects on the date hereof, except to the extent of changes
resulting from transactions or events contemplated or permitted by
the Credit Agreement and the other Credit Documents and changes
occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse to the Company, or to the extent
that such representations and warranties relate expressly to an
earlier date.
(b) Ratification, Etc. Except as expressly amended or waived
hereby, the Credit Agreement, the other Credit Documents and all
documents, instruments and agreements related thereto, are hereby
ratified and confirmed in all respects and shall continue in full
force and effect. The Credit Agreement, together with this Amendment,
shall be read and construed as a single agreement. All references in
the Credit Documents to the Credit Agreement or any other Credit
Document shall hereafter refer to the Credit Agreement or any other
Credit Document as amended hereby.
(c) Authority, Etc. The execution and delivery by the Company of
this Amendment and the performance by the Company of all of its
agreements and obligations under the Credit Agreement and the other
Credit Documents as amended hereby are within the corporate authority
of the Company and have been duly authorized by all necessary
corporate action on the part of the Company.
(d) Enforceability of Obligations. This Amendment and the Credit
Agreement and the other Credit Documents as amended hereby constitute
the legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as
enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the
enforcement of, creditors' rights and except to the extent that
availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any
proceeding therefor may be brought.
(e) No Default. No Default or Event of Default has occurred and
is continuing. ss.5. No Other Amendments. Except as expressly
provided in this Amendment, all of the terms and conditions of the
Credit Agreement and the other Credit Documents remain in full force
and effect. Nothing contained in this Amendment shall in any way
prejudice, impair or effect any rights or remedies of any Bank or the
Company under the Credit Agreement or the other Credit Documents.
Section 6. Execution in Counterparts. This Amendment may be executed
in any number of counterparts, each of which shall be deemed an original, but
which together shall constitute one instrument.
Section 7. Expenses. Pursuant to Section 10.1 of the Credit
Agreement, all costs and expenses incurred or sustained by the
Co-Administrative Agents in connection with this Amendment, including the fees
and disbursements of legal counsel for the Co-Administrative Agents in
producing, reproducing and negotiating the Amendment, will be for the account
of the Company whether or not this Amendment is consummated.
Section 8. Miscellaneous. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT UNDER THE LAWS OF THE STATE OF CONNECTICUT AND SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
CONNECTICUT (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). The
captions in this Amendment are for convenience of reference only and shall not
define or limit the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as a sealed instrument as of the date first above written.
KAMAN CORPORATION
By: /s/ Robert M. Garneau
---------------------
Name: Robert M. Garneau
Title: Executive Vice President
and Chief Financial Officer
BANK OF AMERICA, N.A.,
as a Co-Administrative Agent and the
Administrator
By:/s/ David S. Mecham
---------------------
Name: David S. Mecham
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Co-Administrative Agent
By: /s/ Todd S. Meller
---------------------
Name: Todd S. Meller
Title: Managing Director
BANK ONE N.A. (Main Office Chicago),
as Documentation Agent
By: ______________________
Name:
Title:
BANK OF AMERICA, N.A.,
as a Bank and as an Issuer
By: /s/ David S. Mecham
---------------------
Name: David S. Mecham
Title: Vice President
BANK OF NOVA SCOTIA,
as a Bank and as an Issuer
By: /s/ Todd S. Meller
---------------------
Name: Todd S. Meller
Title: Managing Director
WEBSTER BANK, NATIONAL ASSOCIATION
By: /s/ Peter S. Samson
---------------------
Name: Peter S. Samson
Title: Vice President
JPMORGAN CHASE BANK
By: /s/ Peter N. Killea
---------------------
Name: Peter N. Killea
Title: Vice President
LEBANESE NATIONAL ASSOCIATION
By: /s/ Suzannah Harris
---------------------
Name: Suzannah Harris
Title: Vice President
CONSENT OF GUARANTORS
Each of the undersigned hereby acknowledges and consents to Amendment
No. 4 to Revolving Credit Agreement, dated as of July 26, 2005, 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
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 FABICATING 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