Exhibit 4b










	 Exhibit 4b	 	 September 30, 2004



 


 

Via Facsimile and Overnight Delivery Service




Kaman Corporation

1332 Blue Hills Avenue

Bloomfield, Connecticut 06002

Attention:  Robert M. Garneau

         Executive Vice President & Chief Financial Officer




 Re:  Amendment to Credit Agreement




Dear Mr. Garneau:




 Reference is hereby made to:




 (a) The Credit Agreement dated as of July 29, 2002 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Wachovia Bank, National Association, as Lender (“Wachovia”), Kaman Corporation, as borrower and guarantor (“Kaman”), and RWG Frankenjura-Industrie Flugwerklager GmBH, as borrower; and




 (b) The Revolving Credit Agreement dated as of November 13, 2000 (as amended, restated, supplemented or otherwise modified, the “Revolving Credit Agreement”), by and among Kaman, the banks party thereto and The Bank of Nova Scotia (“Scotiabank”) and Fleet National Bank (“Fleet”) as the Co-Administrative Agents for the banks.




 All capitalized undefined terms used in this letter shall have the meanings assigned thereto in the Credit Agreement.




 You have informed us that the Revolving Credit Agreement has been amended as of the date hereof by Amendment No. 3 to Revolving Credit Agreement dated as of September 30, 2004 (“Amendment No. 3”) in the form attached hereto as Exhibit A. Wachovia, as a bank under the Revolving Credit Agreement has approved Amendment No. 3. Pursuant to the terms of Section 11.17 of the Credit Agreement and subject to the terms of this letter, Wachovia hereby amends the Credit Agreement to incorporate the terms of Amendment No. 3 as applicable to the Credit Agreement.




 Except as expressly set forth herein, the Credit Agreement shall continue to be, and shall remain, in full force and effect. This letter shall not be deemed to be a modification or amendment of any other term or condition of the Credit Agreement or to prejudice any other right or remedies which the Lender may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document or any of the instruments or agreements referred to therein, as the same may be amended, restated or otherwise modified from time to time. This document is part of the Credit Agreement and constitutes a Loan Document thereunder.




 The amendments set forth in this letter shall become effective upon: (a) receipt by the Lender of the fully executed copy hereof, and (b) payment in full by Kaman to the Lender of an amendment fee of $4,750.00.




 The Borrower hereby agrees to pay all reasonable out-of-pocket expenses of the Lender in connection with the preparation, execution and delivery of this letter, including, without imitation, the reasonable fees and disbursements of counsel for the Lender.




 This letter and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the laws of the State of Connecticut, without reference to the conflicts or choice of law principles thereof.


 

	 	 Very truly yours,


 


	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
 	 
 	 
 
		By:  	/s/ Robert Sevin
	 	



	 	Name:  Robert Sevin
	 	Title:     Director




 




ACKNOWLEDGED AND AGREED TO:

 


	 	 	 
	 	KAMAN CORPORATION
	 
 	 
 	

 

		By:  	/s/ Robert M. Garneau
	 	



	 	Name: Robert M. Garneau
	 	Title:    Executive Vice President and Chief Financial Officer








		 	 
	 	RWG FRANKENJURA-INDUSTRIE FLUGWERKLAGER GMBH
	 
 	 
 	

 

		By:  	/s/ Robert M. Garneau
	 	



	 	Name: Robert M. Garneau
	 	Title:    Prokurist