ex10-1.htm


    
      

    
Exhibit 10.1


    TERM LOAN
CREDIT AGREEMENT

     

    dated as
of October 29, 2008

     

    among

     

    KAMAN
CORPORATION

    and

     

    CERTAIN
SUBSIDIARIES,

    as
Borrowers,

     

    VARIOUS
FINANCIAL INSTITUTIONS NAMED HEREIN,

    as the
Banks,

     

    THE BANK
OF NOVA SCOTIA

     

    and

     

    BANK OF
AMERICA, N.A.,

    as the
Co-Administrative Agents

     

    for the
Banks,

     

    BANK OF
AMERICA, N.A.,

    as the
Administrator,

     

    THE BANK
OF NOVA SCOTIA

     

    and

     

    BANC OF
AMERICA SECURITIES LLC,

    as the
Co-Lead Arrangers and Book Managers

     

    


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      KAMAN
CORPORATION

       

      Term Loan
Credit Agreement

       

      Table of
Contents

       

      
        	 
      	 
      	
                Page

              
	 	 	 
	
                ARTICLE
      I

              	
                THE
      LOANS

              	
                1

              
	 
      	 
      	
                Section
      1.1.

              	
                The
      Term Loan

              	
                1

              
	 
      	 
      	
                Section
      1.2.

              	
                Borrowings
      and Conversions of Loans

              	
                2

              
	 
      	 
      	
                Section
      1.3.

              	
                Interest

              	
                4

              
	 
      	 
      	
                Section
      1.4.

              	
                Repayments
      and Prepayments of Principal of Loans; Pro Rata Treatment; Application of
      Prepayments

              	
                5

              
	 
      	 
      	
                Section
      1.5.

              	
                Evidence
      of Debt

              	
                6

              
	 
      	 
      	
                Section
      1.6.

              	
                Payments
      and Computations

              	
                7

              
	 
      	 
      	
                Section
      1.7.

              	
                Payments
      to be Free of Deductions

              	
                7

              
	 
      	 
      	
                Section
      1.8.

              	
                Fees

              	
                9

              
	 
      	 
      	
                Section
      1.9.

              	
                Incremental
      Term Loans

              	
                9

              
	 
      	 
      	
                Section
      1.10.

              	
                Use
      of Proceeds

              	
                11

              
	 
      	 
      	
                Section
      1.11.

              	
                Illegality

              	
                11

              
	 
      	 
      	
                Section
      1.12.

              	
                Increased
      Costs; Capital Adequacy; Suspensions of Eurocurrency Rate
      Loans

              	
                11

              
	 
      	 
      	
                Section
      1.13.

              	
                Certain
      Indemnities

              	
                13

              
	 
      	 
      	
                Section
      1.14.

              	
                Bank
      Wires to the Company

              	
                13

              
	 
      	 
      	
                Section
      1.15.

              	
                Administrator
      or Bank Certificate

              	
                13

              
	 
      	 
      	
                Section
      1.16.

              	
                Interest
      Limitation

              	
                14

              
	
                ARTICLE
      II

              	
                REPRESENTATIONS
      AND WARRANTIES

              	
                14

              
	 
      	 
      	
                Section
      2.1.

              	
                Due
      Organization; Good Standing; Qualification

              	
                14

              
	 
      	 
      	
                Section
      2.2.

              	
                Due
      Authorization; No Conflicts

              	
                14

              
	 
      	 
      	
                Section
      2.3.

              	
                Binding
      Agreements

              	
                15

              
	 
      	 
      	
                Section
      2.4.

              	
                Subsidiaries;
      Maintenance of Subsidiary Guarantees

              	
                15

              
	 
      	 
      	
                Section
      2.5.

              	
                No
      Defaults

              	
                15

              
	 
      	 
      	
                Section
      2.6.

              	
                Financial
      Statements

              	
                15

              
	 
      	 
      	
                Section
      2.7.

              	
                No
      Material Adverse Changes

              	
                16

              


      

      


       


      
        
           


        

        
          i

          
            

          

        

        
           


        

      


      Table of
Contents

      (cont’d.)

      


      


       

      
        	 
      	 
      	 
      	 
      	
                Page

              
	 	 	 	 	 
	 
      	 
      	
                Section
      2.8.

              	
                No
      Material Litigation

              	
                16

              
	 
      	 
      	
                Section
      2.9.

              	
                True
      Copies of Governing Documents

              	
                16

              
	 
      	 
      	
                Section
      2.10.

              	
                Compliance
      with Environmental Laws

              	
                16

              
	 
      	 
      	
                Section
      2.11.

              	
                Liens

              	
                16

              
	 
      	 
      	
                Section
      2.12.

              	
                Compliance
      With ERISA

              	
                16

              
	 
      	 
      	
                Section
      2.13.

              	
                Existing
      Credit Agreement

              	
                16

              
	 
      	 
      	
                Section
      2.14.

              	
                Ownership
      of Properties

              	
                16

              
	 
      	 
      	
                Section
      2.15.

              	
                Taxes

              	
                17

              
	 
      	 
      	
                Section
      2.16.

              	
                Regulations
      U and X

              	
                17

              
	 
      	 
      	
                Section
      2.17.

              	
                Investment
      Company Act; Public Utility Holding Company Act

              	
                17

              
	 
      	 
      	
                Section
      2.18.

              	
                Accuracy
      of Information

              	
                17

              
	 
      	 
      	
                Section
      2.19.

              	
                Use
      of Proceeds

              	
                17

              
	 
      	 
      	
                Section
      2.20.

              	
                Compliance
      with Laws

              	
                17

              
	 
      	 
      	
                Section
      2.21.

              	
                Representations
      as to Foreign Subsidiaries

              	
                18

              
	
                ARTICLE
      III

              	
                CONDITIONS
      TO EFFECTIVENESS AND CONDITIONS OF LENDING

              	
                19

              
	 
      	 
      	
                Section
      3.1.

              	
                Conditions
      of Loans

              	
                19

              
	
                ARTICLE
      IV

              	
                AFFIRMATIVE
      COVENANTS

              	
                20

              
	 
      	 
      	
                Section
      4.1.

              	
                Financial
      Statements; Notice of Events of Default

              	
                20

              
	 
      	 
      	
                Section
      4.2.

              	
                Securities
      Regulation Compliance Reports

              	
                21

              
	 
      	 
      	
                Section
      4.3.

              	
                Insurance

              	
                21

              
	 
      	 
      	
                Section
      4.4.

              	
                Tax
      and Other Liens

              	
                22

              
	 
      	 
      	
                Section
      4.5.

              	
                Litigation

              	
                22

              
	 
      	 
      	
                Section
      4.6.

              	
                Conduct
      of Business

              	
                22

              
	 
      	 
      	
                Section
      4.7.

              	
                Pension
      Plans

              	
                23

              
	 
      	 
      	
                Section
      4.8.

              	
                Records
      and Accounts

              	
                23

              
	 
      	 
      	
                Section
      4.9.

              	
                Inspection

              	
                23

              
	 
      	 
      	
                Section
      4.10.

              	
                Subsidiary
      Guarantees

              	
                23

              
	 
      	 
      	
                Section
      4.11.

              	
                Further
      Assurances

              	
                24

              


      

      


       


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      


      Table of
Contents

      (cont’d.)

      


      
        	 
      	 
      	 
      	 
      	
                Page

              
	 	 	 	 	 
	 
      	 
      	
                Section
      4.12.

              	
                Payment
      of Obligations

              	
                24

              
	 
      	 
      	
                Section
      4.13.

              	
                Compliance
      with Laws

              	
                24

              
	
                ARTICLE
      V

              	
                NEGATIVE
      COVENANTS

              	
                24

              
	 
      	 
      	
                Section
      5.1.

              	
                Liens

              	
                24

              
	 
      	 
      	
                Section
      5.2.

              	
                Limitation
      on Indebtedness

              	
                25

              
	 
      	 
      	
                Section
      5.3.

              	
                Contingent
      Liabilities

              	
                26

              
	 
      	 
      	
                Section
      5.4.

              	
                Consolidation
      or Merger

              	
                26

              
	 
      	 
      	
                Section
      5.5.

              	
                Limitation
      on Certain Other Fundamental Changes

              	
                27

              
	 
      	 
      	
                Section
      5.6.

              	
                Sale
      of Assets

              	
                27

              
	 
      	 
      	
                Section
      5.7.

              	
                Affiliate
      Transactions

              	
                28

              
	 
      	 
      	
                Section
      5.8.

              	
                Certain
      Restrictive Agreements

              	
                28

              
	 
      	 
      	
                Section
      5.9.

              	
                Compliance
      With Environmental Laws

              	
                28

              
	 
      	 
      	
                Section
      5.10.

              	
                Limitation
      on Investments

              	
                29

              
	 
      	 
      	
                Section
      5.11.

              	
                Limitation
      on Acquisitions

              	
                29

              
	 
      	 
      	
                Section
      5.12.

              	
                Fiscal
      Year

              	
                29

              
	 
      	 
      	
                Section
      5.13.

              	
                Limitations
      on Transfers to Foreign Subsidiaries

              	
                29

              
	 
      	 
      	
                Section
      5.14.

              	
                Most
      Favored Lender

              	
                30

              
	
                ARTICLE
      VI

              	
                FINANCIAL
      COVENANTS

              	
                30

              
	 
      	 
      	
                Section
      6.1.

              	
                Fixed
      Charge Coverage Ratio

              	
                30

              
	 
      	 
      	
                Section
      6.2.

              	
                Consolidated
      Total Indebtedness to Total Capitalization

              	
                30

              
	 
      	 
      	
                Section
      6.3.

              	
                Consolidated
      Accounts Receivable and Inventory to Consolidated Total Indebtedness
      Ratio

              	
                30

              
	
                ARTICLE
      VII

              	
                EVENTS
      OF DEFAULT; CERTAIN REMEDIES

              	
                30

              
	 
      	 
      	
                Section
      7.1.

              	
                Events
      of Default

              	
                30

              
	 
      	 
      	
                Section
      7.2.

              	
                Acceleration
      of Obligations

              	
                32

              
	 
      	 
      	
                Section
      7.3.

              	
                Exercise
      of Other Remedies

              	
                32

              
	 
      	 
      	
                Section
      7.4.

              	
                No
      Implied Waivers; Rights Cumulative

              	
                33

              
	 
      	 
      	
                Section
      7.5.

              	
                Set-Off

              	
                33

              
	
                ARTICLE
      VIII

              	
                THE
      CO-ADMINISTRATIVE AGENTS AND THE ADMINISTRATOR

              	
                34

              


      

      


       

      


       


      
        
           


        

        
          iii

          
            

          

        

        
           


        

      


      Table of
Contents

      (cont’d.)

      


      
        
          	 	 	 	 	 Page
	 	 	 	 	 
	 
      	 
      	
                  Section
      8.1.

                	
                  Authorization

                	
                  34

                
	 
      	 
      	
                  Section
      8.2.

                	
                  No
      Liability

                	
                  34

                
	 
      	 
      	
                  Section
      8.3.

                	
                  Conditions
      of Acting as Administrator and of Accepting Appointment as a
      Co-Administrative Agent

                	
                  34

                
	 
      	 
      	
                  Section
      8.4.

                	
                  Co-Administrative
      Agents; Administrator; Documentation Agent

                	
                  35

                
	 
      	 
      	
                  Section
      8.5.

                	
                  Payments
      Generally; Administrator’s Clawback

                	
                  36

                
	 
      	 
      	
                  Section
      8.6.

                	
                  Modification
      of this Agreement, the Notes and each of the other Credit Documents;
      Waivers and Consents

                	
                  38

                
	 
      	 
      	
                  Section
      8.7.

                	
                  Costs
      of Co-Administrative Agents; Indemnification

                	
                  39

                
	 
      	 
      	
                  Section
      8.8.

                	
                  Non-Reliance
      on Co-Administrative Agents and the Administrator;
    Assignment

                	
                  40

                
	 
      	 
      	
                  Section
      8.9.

                	
                  Successor
      Administrator

                	
                  40

                
	 
      	 
      	
                  Section
      8.10.

                	
                  Action
      by the Administrator

                	
                  40

                
	
                  ARTICLE
      IX

                	
                  DEFINITIONS

                	
                  41

                
	 
      	 
      	
                  Section
      9.1.

                	
                  Accounting
      Terms, Changes in GAAP or FASB Standards; Rules of
      Interpretation

                	
                  41

                
	 
      	 
      	
                  Section
      9.2.

                	
                  Exchange
      Rates; Currency Equivalents

                	
                  41

                
	 
      	 
      	
                  Section
      9.3.

                	
                  Intentionally
      Left Blank

                	
                  42

                
	 
      	 
      	
                  Section
      9.4.

                	
                  Change
      of Currency

                	
                  42

                
	 
      	 
      	
                  Section
      9.5.

                	
                  Times
      of Day

                	
                  42

                
	 
      	 
      	
                  Section
      9.6.

                	
                  Other
      Definitions

                	
                  42

                
	
                  ARTICLE
      X

                	
                  MISCELLANEOUS

                	
                  57

                
	 
      	 
      	
                  Section
      10.1.

                	
                  Expenses

                	
                  57

                
	 
      	 
      	
                  Section
      10.2.

                	
                  Prejudgment
      Remedy Waiver; Other Waivers

                	
                  57

                
	 
      	 
      	
                  Section
      10.3.

                	
                  Covenants
      to Survive; Binding Agreement

                	
                  58

                
	 
      	 
      	
                  Section
      10.4.

                	
                  Amendments
      and Waivers

                	
                  58

                
	 
      	 
      	
                  Section
      10.5.

                	
                  Successors
      and Assigns

                	
                  58

                
	 
      	 
      	
                  Section
      10.6.

                	
                  Notices

                	
                  61

                
	 
      	 
      	
                  Section
      10.7.

                	
                  Headings;
      Severability: Entire Agreement

                	
                  63

                
	 
      	 
      	
                  Section
      10.8.

                	
                  Governing
      Law

                	
                  63

                


        



       


      
        
           


        

        
          iv

          
            

          

        

        
           


        

      


      Table of
Contents

      (cont’d.)

      


      
        	 
      	 
      	 
      	 
      	
                Page

              
	 	 	 	 	 
	 
      	 
      	
                Section
      10.9.

              	
                Counterparts

              	
                63

              
	 
      	 
      	
                Section
      10.10.

              	
                Waiver
      of Jury Trial

              	
                63

              
	 
      	 
      	
                Section
      10.11.

              	
                Consent
      to Jurisdiction

              	
                64

              
	 
      	 
      	
                Section
      10.12.

              	
                Effectiveness

              	
                64

              
	 
      	 
      	
                Section
      10.13.

              	
                Guarantee

              	
                64

              
	 
      	 
      	
                Section
10.13.1.

              	
                Acceleration
      of Guarantee

              	
                64

              
	 
      	 
      	
                Section
10.13.2.

              	
                Guarantee
      absolute, etc

              	
                64

              
	 
      	 
      	
                Section
10.13.3.

              	
                Reinstatement,
      etc

              	
                65

              
	 
      	 
      	
                Section
10.13.4.

              	
                Waiver,
      etc

              	
                66

              
	 
      	 
      	
                Section
10.13.5.

              	
                Postponement
      of Subrogation, etc

              	
                66

              
	 
      	 
      	
                Section
      10.14.

              	
                USA
      Patriot Act Notice

              	
                66

              


      

      


       

       


      
        
           


        

        
          v

          
            

          

        

        
           


        

      


      

        
          	
                  SCHEDULES

                	 
      	 
      
	 
      	 
      	 
      
	
                  Schedule
      1.1

                	 
      	 
      
	 
      	 
      	 
      
	
                  EXHIBITS

                	 
      	 
      
	 
      	 
      	 
      
	
                  Exhibit
      A

                	
                  -

                	
                  Form
      of Loan Notice

                
	
                  Exhibit
      B

                	
                  -

                	
                  Form
      of Note

                
	
                  Exhibit
      C

                	
                  -

                	
                  Form
      of Compliance Certificate

                
	
                  Exhibit
      D

                	
                  -

                	
                  Form
      of Assignment and Assumption

                
	
                  Exhibit
      E

                	
                  -

                	
                  Form
      of Domestic Subsidiary Guarantee

                
	
                  Exhibit
      F

                	
                  -

                	
                  Form
      of Foreign Subsidiary
Guarantee

                


        





    

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    TERM LOAN
CREDIT AGREEMENT dated as of October 29, 2008 among KAMAN CORPORATION, a
Connecticut corporation (the “Company”), certain
Subsidiaries of the Company party hereto (together with the Company, the “Borrowers” and, each
a “Borrower”),
the various financial institutions as are or may become parties hereto (referred
to herein individually as a “Bank” or collectively
as the “Banks”), THE BANK OF
NOVA SCOTIA (“Scotia
Capital”) and BANK OF AMERICA, N.A. (“Bank of America”) as
the Co-Administrative Agents (individually, a “Co-Administrative
Agent” and collectively, the “Co-Administrative
Agents”) for the Banks, and BANK OF AMERICA, N.A. as the Administrator
for the Banks (the “Administrator”).

    


    WHEREAS,
the Company is currently engaged directly and through its various Subsidiaries
in the business of manufacturing and distributing aerospace and industrial
products and developing technologies which serve defense, industrial and
commercial markets; and

     

    WHEREAS,
the Company has requested that the Banks extend credit to the Borrowers in
accordance with the terms hereof;

     

    NOW,
THEREFORE, in consideration of the agreements herein contained, the parties
hereto agree as follows:

     

    ARTICLE
I

     

    THE
LOANS

     

    Section
1.1. The Term
Loan.

     

        (a) Subject
to the terms and conditions contained in this Agreement, each Bank agrees
(severally and not jointly) that it shall make term loans to the Borrowers on
the Effective Date in an aggregate principal amount not to exceed its respective
Commitment in Dollars or in one or more Alternative Currencies (the “Loans” and,
individually, a “Loan”).  The Loans are not revolving in nature and
any portion thereof that is repaid or prepaid may not be
reborrowed.  Any unused Commitments shall terminate on the Effective
Date.

     

        (b) Each Loan
shall be either a Base Rate Loan or a Eurocurrency Rate Loan, as the Borrower
may elect, in each case subject to the provisions of this
Agreement.  Although the Aggregate Commitments initially equal
$50,000,000, it is understood that each Bank’s portion of the Aggregate
Commitments is a several obligation and not a joint obligation.  No
Bank shall be required to make any Loan after such Bank’s Commitment shall have
terminated.  No Bank shall be responsible to any Borrower, either
Co-Administrative Agent, the Administrator or the other Banks for the
obligations or Commitments of any other Bank.  Neither of the
Co-Administrative Agents nor the Administrator shall be responsible to any
Borrower for the obligations or Commitments of any of the Banks.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
1.2. Borrowings and Conversions
of Loans.

     

        (a) Procedures for
Loans.  Subject to all of the terms and conditions of this
Agreement, including without limitation, the satisfaction of all the conditions
set forth in Section
3.1 (except clause (g) thereof)
to the making of any Loan, the Borrowing, each conversion of Loans from one Type
to the other, and each continuation of Eurocurrency Rate Loans shall be made
upon the Company’s irrevocable notice to the Administrator, which may be given
by telephone.  Each such notice must be received by the Administrator
not later than 11:00 a.m. (i) three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurocurrency Rate
Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans
denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five
Business Days in the case of a Special Notice Currency) prior to the requested
date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in
Alternative Currencies, and (iii) on the requested date of any Borrowing of
Base Rate Loans.  Each telephonic notice by the Company pursuant to
this Section
1.2(a) must be confirmed promptly by delivery to the Administrator of a
written Loan Notice, appropriately completed and signed by a Responsible Officer
of the Company.  Each conversion to or continuation of Eurocurrency
Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of
$1,000,000 in excess thereof; provided, that
Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a
principal amount of $100,000 or a whole multiple of $100,000 in excess
thereof.  Each conversion to Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess
thereof.  Each Loan Notice (whether telephonic or written) shall
specify (i) whether the Company is requesting a Borrowing, a conversion of
Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans,
(ii) the requested date of the Borrowing, conversion or continuation, as
the case may be (which shall be a Business Day), (iii) the principal amount
of Loans to be borrowed, converted or continued, (iv) the Type of Loans to
be borrowed or to which existing Loans are to be converted, (v) if
applicable, the duration of the Interest Period with respect thereto and
(vi) the currency of the Loans to be borrowed.  If the Company
fails to specify a currency in a Loan Notice requesting a Borrowing, then the
Loans so requested shall be made in Dollars.  If the Company fails to
specify a Type of Loan in a Loan Notice or if the Company fails to give a timely
notice requesting a conversion or continuation, then the applicable Loans shall
be made as, or converted to, Base Rate Loans; provided, that in the
case of a failure to timely request a continuation of Loans denominated in an
Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans
in their original currency with an Interest Period of one month.  Any
automatic conversion to Base Rate Loans shall be effective as of the last day of
the Interest Period then in effect with respect to the applicable Eurocurrency
Rate Loans.  If the Company requests a Borrowing of, conversion to, or
continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to
specify an Interest Period, it will be deemed to have specified an Interest
Period of one month.  No Loan may be converted into or continued as a
Loan denominated in a different currency, but instead must be prepaid in the
original currency of such Loan and reborrowed in the other
currency.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

          (b) Following
receipt of a Loan Notice, the Administrator shall promptly notify each Bank of
the amount (and currency) of its Commitment of the applicable Loans, and if no
timely notice of a conversion or continuation is provided by the Company, the
Administrator shall notify each Bank of the details of any automatic conversion
to Base Rate Loans or continuation of Loans denominated in a currency other than
Dollars, in each case as described in the preceding subsection.  In
the case of a Borrowing, each Bank shall make the amount of its Loan available
to the Administrator in Same Day Funds at the Administrator’s Funding Office for
the applicable currency not later than 1:00 p.m., in the case of any Loan
denominated in Dollars, and not later than the Applicable Time specified by the
Administrator in the case of any Loan in an Alternative Currency, in each case
on the Business Day specified in the applicable Loan Notice.  Upon
satisfaction of the applicable conditions set forth in Section 3.1, the
Administrator shall make all funds so received available to the Company or the
other applicable Borrower in like funds as received by the Administrator either
by (i) crediting the account of such Borrower on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds,
in each case in accordance with instructions provided to (and reasonably
acceptable to) the Administrator by the Company.

    

     

        (c) Except as
otherwise provided herein, a Eurocurrency Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurocurrency Rate
Loan.  During the existence of a Default, no Loans may be requested
as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or
any Alternative Currency) without the consent of the Majority Banks, and the
Majority Banks may demand that any or all of the then outstanding Eurocurrency
Rate Loans denominated in an Alternative Currency be prepaid, or redenominated
into Dollars in the amount of the Dollar Equivalent thereof, on the last day of
the then current Interest Period with respect thereto.

     

        (d) The
Administrator shall promptly notify the Company and the Banks of the interest
rate applicable to any Interest Period for Eurocurrency Rate Loans upon
determination of such interest rate.  At any time that Base Rate Loans
are outstanding, the Administrator shall notify the Company and the Banks of any
change in Bank of America’s prime rate used in determining the Base Rate
promptly following the public announcement of such change.

     

        (e) After
giving effect to the Borrowing, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, there shall not be more
than (i) five (5) Interest Periods in effect with respect to Loans denominated
in Dollars and (ii) five (5) Interest Periods in effect with respect to Loans
denominated in Alternative Currencies.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

      Section
1.3. Interest.

    

     

        (a) Interest Rates on
Loans.  Each Loan shall bear interest (from the date made
through and including the date of payment in full) at a rate per annum equal to
either:  (A) in the case of Base Rate Loans, the Base Rate plus the
Applicable Margin (the “Total Base Interest
Rate”) for such Base Rate Loans; or (B) in the case of Eurocurrency Rate
Loans, the Eurocurrency Rate plus the Applicable Margin for such Eurocurrency
Rate Loans; provided, that the
Total Base Interest Rate shall at all times be greater than or equal to the
Eurocurrency Rate for a one month Interest Period as quoted on such date plus
the Applicable Margin on such date (the “Total Eurocurrency Interest
Rate”) and, at any time the Total Base Interest Rate is less than the
Total Eurocurrency Interest Rate such Loan shall bear interest at the Total
Eurocurrency Interest Rate.

     

        (b) Calculation.  Interest
on Base Rate Loans shall be calculated on the basis of a 365 or 366 day year (as
applicable) and the actual number of days elapsed, and the interest rate with
respect to any Base Rate Loan shall change effective immediately upon any change
in the Base Rate, without notice or demand to or upon the
Borrowers.  Interest on Eurocurrency Rate Loans shall be calculated on
the basis of a 360 day year and the actual number of days elapsed, or in the
case of interest in respect of Loans denominated in Alternative Currencies as to
which market practice differs from the foregoing, in accordance with such market
practice.  Each determination of any interest rate by the
Administrator pursuant to this Agreement or the Notes shall be conclusive and
binding on the Company and each of the Banks in the absence of manifest
error.

     

        (c) Interest
Payments.  Interest shall accrue on the entire principal of
each Base Rate Loan and each Eurocurrency Rate Loan and shall be payable in
arrears by the Borrowers to the Administrator for the account of the Bank or
Banks making such Loan as follows:

     

        (i) Base Rate
Loans.  With respect to any Base Rate Loan, on the last
Business Day of each calendar quarter and the date such Loan is repaid;
and

     

        (ii) Eurocurrency Rate
Loans.  With respect to any Eurocurrency Rate Loan, on the last
day of the Interest Period for such Loan; provided, that
interest shall also be payable on the last day of the third (3rd) month for any
Eurocurrency Rate Loan having a six (6) month Interest Period.

     

    It is
understood and agreed that the interest payable on the last day of an Interest
Period in excess of 90 days shall be only of interest accrued after the 90th day
of such Interest Period if interest accrued through such 90th day was paid on
such 90th day, as provided herein.

     

        (d) Default
Interest.  Notwithstanding the foregoing, in the event any
Event of Default occurs and is continuing, the Borrowers shall pay, but only to
the extent permitted by law, interest (after as well as before any judgment) on
all Loans at a rate per annum equal to the then applicable rate per annum
pursuant to clause (a) of this Section 1.3 (in the
case of any Loans), plus a margin of two percent (2%).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

          (e) Interest
Periods.  Any Interest Period which would otherwise end on a
day which is not a Business Day shall end on the next succeeding Business Day
unless, in the case of a Eurocurrency Rate Loan, such Business Day falls in
another calendar month, in which case such Interest Period shall end on the next
preceding Business Day.  No Interest Period shall extend beyond the
Maturity Date.  Any Interest Period for a Eurocurrency Rate Loan which
begins on a day for which there is no numerically corresponding day in the
calendar month during which such Interest Period is to end shall end on the last
day of such calendar month (or the next preceding Business Day if such last day
is not a Business Day).

    

     

    Section
1.4. Repayments and Prepayments
of Principal of Loans; Pro Rata Treatment; Application of
Prepayments.

     

        (a) The
Borrowers agree to pay the outstanding principal amount of the Loans in
installments on the dates and in the amounts set forth in the table below (as
such installments may hereafter be adjusted as a result of prepayments made
pursuant to this Section), unless accelerated sooner pursuant to Article
VII:

     

    
      	
              Payment
      Date

            	
              Percentage
      of Original Term Loan Amount

            
	
              March
      31, 2009

            	
              2.50%

            
	
              June
      30, 2009

            	
              2.50%

            
	
              September
      30, 2009

            	
              2.50%

            
	
              December
      31, 2009

            	
              2.50%

            
	
              March
      31, 2010

            	
              2.50%

            
	
              June
      30, 2010

            	
              2.50%

            
	
              September
      30, 2010

            	
              2.50%

            
	
              December
      31, 2010

            	
              2.50%

            
	
              March
      31, 2011

            	
              2.50%

            
	
              June
      30, 2011

            	
              2.50%

            
	
              September
      30, 2011

            	
              2.50%

            
	
              December
      31, 2011

            	
              2.50%

            
	
              March
      31, 2012

            	
              2.50%

            
	
              June
      30, 2012

            	
              2.50%

            
	
              September
      30, 2012

            	
              2.50%

            
	
              Maturity
      Date

            	
              62.50%

              (remaining
      unpaid principal amount)

            


    

    


     

        (b) If the
Administrator notifies the Company at any time that the Outstanding Amount of
all Loans denominated in Alternative Currencies at such time exceeds the
Alternative Currency Sublimit then in effect, whether due to exchange rate
fluctuations or otherwise, then, within two Business Days after receipt of such
notice, the Borrowers shall prepay Loans (or Cash Collateralize the amount of
such excess) in an aggregate amount sufficient to reduce such Outstanding Amount
as of such date of payment to an amount not to
exceed the Alternative Currency Sublimit then in effect.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

        

        (c) Upon
certain sales of assets described in Section 5.6, the
Company shall prepay all or a portion of the Loans in accordance with the
provisions of such Section
5.6.

     

        (d) Each
Borrower may, at its option, subject to the provisions of Section 1.13, prepay
without premium or penalty, Loans, in whole or in part, on the following
conditions:  (i) such Borrower shall give to the Administrator and
each of the Banks written notice of any prepayment of (A) Base Rate Loans not
later than 11:00 a.m. on the Business Day on which such prepayment is to be made
and (B) Eurocurrency Rate Loans not later than 11:00 a.m. on the third Business
Day prior to the date on which such prepayment is to be made; (ii) each
prepayment shall be in the amount of the balance owing, or in the following
minimum amounts: (A) $100,000 or whole multiples of $100,000 in excess thereof
(in the case of Loans denominated in an Alternative Currency), (B) $1,000,000 or
whole multiple of $1,000,000 in excess thereof (in the case of Eurocurrency Rate
Loans denominated in Dollars), or (C) $2,000,000 and whole multiples of
$1,000,000 (in the case of Base Rate Loans denominated in Dollars) and (iii)
each prepayment must be made to the Administrator for disbursement as set forth
in clause (e)
below, as applicable.  Such notice of prepayment shall be irrevocable
and shall specify (i) the date of any such prepayment, (ii) the aggregate
principal amount to be prepaid pursuant to this clause (d) on such date, and
(iii) the Type of Loan to be prepaid.  If any Eurocurrency Rate Loan
is prepaid, the Borrowers shall indemnify each Bank in accordance with Section 1.13
hereof.

     

        (e) Any
partial payment of the Obligations under or in respect of any Loan shall be
applied by the Bank holding such Loan (i) first, to the payment of all of
the interest which shall be due and payable on the principal of such Loan at the
time of such partial payment, (ii) then, to the payment of all (if any) other
amounts (except principal) due and payable under such Loan at such time, and
(iii) finally, to the payment of principal of such Loan.

     

        (f) Each
prepayment shall be made to the Administrator for prompt distribution to each
such Bank pro rata based upon its Applicable Percentage.

     

        (g) Each
prepayment of the Loans shall be applied to reduce the payments required by
Section 1.4(a)
in inverse order of maturity.

     

        (h) Each
payment of Fees payable to either of the Co-Administrative Agents hereunder or
in connection herewith shall be made directly to such Co-Administrative
Agent.

     

              Section 1.5. Evidence of
Debt.  The Loans made by each Bank shall be evidenced by one or
more accounts or records maintained by such Bank and by the Administrator in the
ordinary course of business.  The accounts or records maintained by
the Administrator and each Bank shall be conclusive absent manifest error of the
payments thereon.  Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of the Borrowers
hereunder to pay any amount owing with respect to the Obligations.  In
the event of any conflict between the accounts and records maintained by any
Bank and the accounts and records of the Administrator in respect of such
matters, the accounts and records of the Administrator shall control in the
absence of manifest error.  Upon the request of any Bank to a Borrower
made through the Administrator, such Borrower shall execute and deliver to such
Bank (through the Administrator) a Note, which shall evidence such Bank’s Loans
to such Borrower in addition to such accounts or records.  Each such
promissory note shall in the form of Exhibit B (a “Note”).  Each
Bank may attach schedules to a Note and endorse thereon the date, Type (if
applicable), amount, currency and maturity of its Loans and payments with
respect thereto.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

              

              Section 1.6. Payments and
Computations.

     

        (a) Except as
otherwise expressly provided herein and except with respect to principal and
interest on Loans denominated in an Alternative Currency, each payment payable
by the Borrowers to the Administrator, any Co-Administrative Agent, any Bank
under this Agreement, the Notes, any Domestic Subsidiary Guarantee, any Foreign
Subsidiary Guarantee or any other Credit Document shall be made directly to the
Administrator (unless such payment is in respect of any Fees payable by the
Borrowers to either of the Co-Administrative Agents, in which case such payment
shall be made directly to such Co-Administrative Agent), in Dollars at the
Administrator’s Funding Office (or, with respect to such Co-Administrative
Agent, at such office as notified to the Company by it), not later than 2:00
p.m. on the due date of each such payment and in Same Day
Funds.  Except as otherwise expressly provided herein, each payment
payable by the Borrowers hereunder with respect to principal and interest on
Loans denominated in an Alternative Currency shall be made in such Alternative
Currency to the Administrator at the Administrator’s Funding Office not later
than the Applicable Time specified by the Administrator on the due date of such
payment and in Same Day Funds.  If, for any reason, any Borrower is
prohibited by any Law from making any required payment hereunder in an
Alternative Currency, such Borrower shall make such payment in Dollars in the
Dollar Equivalent of the Alternative Currency payment amount.  The
Administrator will promptly distribute to each Bank in Same Day Funds by wire
transfer such Bank’s share (if any) of each such payment received by the
Administrator.

     

        (b) If any
sum would, but for the provisions of this clause (b), become due and
payable to the Administrator, any Co-Administrative Agent or any Bank by any
Borrower under this Agreement, any Note, any Domestic Subsidiary Guarantee, any
Foreign Subsidiary Guarantee or any other Credit Document on any day which is
not a Business Day, then such sum shall become due and payable on the Business
Day next succeeding the day on which such sum would otherwise have become due
and payable hereunder or thereunder, and interest payable to the Administrator,
such Co-Administrative Agent or such Bank under this Agreement, any Note, any
Domestic Subsidiary Guarantee, any Foreign Subsidiary Guarantee or any other
Credit Document shall be adjusted by the Administrator (or such
Co-Administrative Agent, as the case may be) accordingly.

     

    Section
1.7. Payments to be Free of
Deductions.

     

        (a) Each
payment payable by the Borrowers to the Administrator, any Co-Administrative
Agent or any Bank under this Agreement or any other Credit Document shall be
made in accordance with Section 1.6 hereof, in
Dollars or the applicable Alternative Currency, without set-off or counterclaim
and free and clear of and without any deduction for any taxes, levies, imposts,
duties, charges, fees, deductions, withholdings of any kind, now or hereafter
imposed or levied by any Governmental Authority.  If any amounts are
so levied or imposed, each Borrower agrees to pay such amounts in full to the
relevant Governmental Authority in accordance with applicable law and as set
forth in paragraph (b) below, and such
additional amounts as may be necessary so that every payment of all amounts due
hereunder or under any Note, after withholding or deduction for or on account of
any amounts imposed or levied by any Governmental Authority, will not be less
than the amount provided for herein or in such Note.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

          (b) Each Bank
that is not organized under the laws of the United States or any state thereof
(a “Foreign
Bank”) shall provide to the Company and the Administrator on or prior to
the Effective Date in the case of each Foreign Bank signatory hereto, on the
date of any assignment pursuant to which it becomes a Bank in the case of each
other Foreign Bank, and at such other times as required by United States law or
as the Company or the Administrator shall reasonably request (if either such
form is applicable), two duly completed signed copies of either (A) Internal
Revenue Service Form W-ECI (or any successor form), certifying that all payments
to be made to such Foreign Bank under this Agreement or any Note will be
effectively connected to a United States trade or business (a “Form W-8ECI
Certification”) or (B) Internal Revenue Service Form W-8BEN (or any
successor form), certifying that such Foreign Bank is entitled to the benefits
of a provision of a tax convention or treaty to which the United States is a
party which exempts from United States withholding tax, in whole, all payments
to be made to such Foreign Bank under this Agreement or any other Credit
Document (a “Form
W-8BEN Certification”).  Each Foreign Bank agrees that it
shall, promptly upon a change of its lending office or the selection of any
additional lending office, to the extent the forms previously delivered by it
pursuant to this section are no longer effective, and promptly upon the
Company’s or the Administrator’s reasonable request after the occurrence of any
other event (including the passage of time) requiring the delivery of a Form
W-8BEN or Form W-8ECI in addition to or in replacement of the forms previously
delivered, deliver to the  Company and the Administrator, as
applicable, if and to the extent it is properly entitled to do so, a properly
completed and executed Form W-8BEN, Form W-8ECI, Form W-9, as applicable (or any
successor forms thereto).  Each Foreign Bank shall also deliver to the
Company and the Administrator, to the extent applicable, such other additional
or supplemental forms as may at any time be required as a result of changes in
applicable law, rule, regulation or treaty or the circumstances of such Foreign
Bank in order to confirm or maintain in effect its entitlement to an exemption
from United States withholding tax on any payments hereunder; provided, that the
circumstances of such Foreign Bank at the relevant time and applicable law
permit it to do so.  If a Foreign Bank determines, as a result of (1)
applicable law, rule, regulation, treaty, or any official application thereof,
or (2) its circumstances, that it is unable to submit any form or certificate
that it is obligated to submit pursuant to this Section 1.7(b), or
that it is required to withdraw or cancel any such form or certificate
previously submitted, it shall promptly notify the Company and the Administrator
of such fact (a “Withholding
Notice”).  In the event that the withholding or deduction from
any payment 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      to be
made by the Company hereunder is required in respect of any taxes (excluding
franchise taxes and taxes imposed on or measured by any Bank’s net income or
receipts) pursuant to any applicable law, rule or regulation, then the Company
will pay the full amount required to be deducted or withheld to the United
States Internal Revenue Service or other applicable Governmental Authority
within the time allowed for such payment under applicable law and deliver to the
Administrator and the Banks within thirty (30) days after it has made such
payment either (x) a receipt issued by such Governmental Authority evidencing
its receipt of such payment, or (y) if the Company cannot obtain such a receipt
after using reasonable diligence under the circumstances, a certificate duly
executed by a principal financial officer of the Company stating the amount and
date of such payment and the Bank to which it relates.  In the event
such taxes are directly asserted against the Administrator or any Bank with
respect to any payment received by the Administrator or such Bank hereunder, the
Administrator or such Bank may pay such taxes and the Company will promptly pay
such additional amount (including any penalties, interest or expenses) as is
necessary in order that the net amount received by such person after the payment
of such taxes (including any taxes on such additional amount) shall equal the
amount such person would have received had not such taxes been
asserted.  If the Company fails to pay any taxes when due to the
appropriate taxing authority or fails to remit to the Administrator, for the
account of the respective Banks, the receipt required by clause (x) above or
certificate required by clause (y) above, the
Company shall indemnify each of the Banks for any incremental taxes (excluding
franchise taxes and taxes imposed on or measured by any Bank’s net income or
receipts), interest or penalties that may become payable by any Bank as a result
of any such failure.

    

     

    Section
1.8. Fees.  The
Company agrees to pay each of the fees or other amounts required by the
Administrator Fee Letter and the Co-Lead Arrangers Fee Letter, in the amounts
and at the times heretofore agreed to as set forth therein.

     

    Section
1.9. Incremental Term
Loans.

     

        (a) Request for
Increase.  Provided there exists no Default and subject to pro
forma compliance with all covenants set forth herein, upon notice to the
Administrator (which shall promptly notify the Banks), the Company may request,
from time to time, an uncommitted incremental term loan (“Incremental Term
Loan”) by an amount (for all such requests) not exceeding $50,000,000;
provided, that
(A) any such request for an increase shall be in a minimum amount of
$10,000,000, and (B) the Company may make a maximum of two (2) such requests
pursuant to this Section.  At the time of sending such notice, the
Company (in consultation with the Administrator) shall specify the time period
within which each Bank is requested to respond (which shall in no event be less
than ten (10) Business Days from the day of delivery of such notice to the
Banks).

     

        (b) Bank Elections to
Increase.  Each Bank shall notify the Administrator within such
time period whether or not it agrees to make an Incremental Term Loan and, if
so, the amount of its commitment of such requested Incremental Term
Loan.  Any Bank not responding within such time period shall be deemed
to have declined to make such Loan.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

        (c) Notification by
Administrator; Additional Banks.  The Administrator shall
notify the Company and each Bank of the Banks’ responses to each request made
hereunder.  To achieve the full amount of a requested increase and
subject to the approval of the Co-Administrative Agents (which approval shall
not be unreasonably withheld), the Company may also invite additional Eligible
Assignees to become Banks pursuant to a joinder agreement in form and substance
satisfactory to the Co-Administrative Agents, and their respective
counsel.

     

        (d) Effective Date and
Allocations.  If an Incremental Term Loan is made in accordance
with this Section, the Administrator and the Company shall determine the
effective date (the “Increase Effective
Date”) and the final allocation of such increase.  The
Administrator shall promptly notify the Company and the Banks of the final
allocation of such increase and the Increase Effective Date.

     

        (e) Terms of the Incremental
Term Loans.  The amortization of each Incremental Term Loan
shall be consistent on a ratable basis (as described below) with the
amortization provided for in Section 1.4(a) and
each Incremental Term Loan shall be pari passu with the existing Loans with
respect to payment rights.  In the event that the applicable margin
for any Incremental Term Loan (inclusive of upfront fees and original issue
discount) is greater than the Applicable Margin (inclusive of upfront fees and
original issue discount), then the Applicable Margin shall be increased to the
extent necessary such that the Applicable Margins are equal to the applicable
margins of such Incremental Term Loan.  This Agreement shall be
supplemented to give effect to each Incremental Term Loan by documentation
executed by the Bank or Banks providing the commitments with respect to such
Incremental Term Loan, the Co-Administrative Agents and the Company (and without
any required consent of any other Bank); provided, that no
change other than those changes contemplated above or reasonably incidental
thereto shall occur as a result of the Company’s request for an Incremental Term
Loan (including no change with respect to representations and warranties,
covenants and events of default), without the consent of the Company and the
Majority Banks.  For purposes of this section, “ratable basis” shall
mean that the principal payments of the Incremental Term Loan required to be
paid on each amortization date shall be consistent with the percentages of the
remaining amortization payments of the existing term loan (relative to the then
outstanding principal amount of the existing term loan) falling due on such
date.

     

        (f) Conditions to Effectiveness
of Increase.  As a condition precedent to such increase, the
Company shall deliver to the Administrator a certificate of each Obligor dated
as of the Increase Effective Date (in sufficient copies for each Bank) signed by
a Responsible Officer of such Obligor (i) certifying and attaching the
resolutions adopted by such Obligor approving or consenting to such increase,
and (ii) in the case of the Company, certifying that, before and after giving
effect to such increase, (A) the representations and warranties contained in
Article II and
the other Credit Documents are true and correct on and as of the Increase
Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Section 1.9, the
representations and warranties contained in Section 2.6 shall be
deemed to refer to the most recent statements furnished pursuant to Section 4.1(a) and
Section 4.1(b),
respectively, and (B) no Default exists.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

        (g) Conflicting
Provisions.  This Section shall supersede any provisions in
Section 8.6 to
the contrary.

     

    Section
1.10. Use of
Proceeds.  The Company represents that the proceeds of all
Loans made hereunder shall be used (a) to refinance Indebtedness, if any,
outstanding under the Existing Credit Agreement, (b) for capital expenditures
and acquisitions by the Company and related fees and expenses in connection
therewith and (c) for its general corporate and working capital purposes, in
each case in compliance with this Agreement.  The Company further
represents, warrants and covenants that the proceeds of all Loans shall not be
used by it in any manner which would result in a violation by any Person of
Regulation U or X of the F.R.S. Board, 12 C.F.R. Parts 221 and 224.

     

    Section
1.11. Illegality.  Notwithstanding
any other provisions hereof, if any applicable law, regulation or directive of
any Governmental Authority, or any change therein or in the interpretation or
application thereof, shall make it unlawful for any Bank to make or maintain
Eurocurrency Rate Loans, the Borrowers shall, if any such Loans are then
outstanding, promptly upon request from such Bank, either pay all such Loans
(together with interest accrued thereon) made by such Bank either in cash or
with the proceeds of a replacement Base Rate Loan.  If any such
payment or replacement of Eurocurrency Rate Loans is made on a day that is not
the last Business Day of the Interest Period applicable to such Loans, the
Borrowers shall pay such Bank all amounts required by Section
1.13(a).

     

    Section
1.12. Increased Costs; Capital
Adequacy; Suspensions of Eurocurrency Rate Loans.

     

        (a) Increased Costs Relating to
Credit Facilities.  In the event that applicable law, treaty or
regulation or directive from any Governmental Authority, or any change therein
or in the interpretation or application thereof or compliance by any Bank with
any request or directive (whether or not having the force of law) from any
central bank or Governmental Authority, shall: (i) subject any Bank to any tax
of any kind whatsoever with respect to this Agreement or any Eurocurrency Rate
Loan, or subject any payment made by any Obligor to any Bank in respect of
principal, Fees, interest or any other amount payable hereunder to any tax of
any kind whatsoever (excluding franchise taxes and taxes imposed on or measured
by any Bank’s net income or receipts); (ii) impose, modify or hold applicable
any reserve, special deposit or similar requirements against assets held by, or
deposits in or for the account of, advances or loans by, or other credit
extended by, any office of any Bank, including pursuant to Regulations of the
F.R.S. Board; or (iii) impose on any Bank any other condition with respect to
this Agreement, any Note, any other Credit Document, or any of the Loans
hereunder, and the result of any of the foregoing is (x) to increase the cost to
such Bank of making, renewing or maintaining its Eurocurrency Rate Loans (or any
part thereof) by an amount that such Bank deems, in such Bank’s reasonable good
faith judgment, to be material or (y) to reduce the amount of any payment
(whether of principal, interest or otherwise) in respect of any of the
Eurocurrency Rate Loans by an amount that such Bank deems to be material in such
Bank’s reasonable good faith judgment or (z) to require any Bank to make any
payment or to forego any interest or other sum payable hereunder, the amount of
which payment or foregone interest or other sum is calculated by reference to
the gross amount of any sum receivable or deemed received by the Administrator
or any Bank from any Obligor hereunder, then, in any case, to the maximum extent
permitted by applicable law, the Borrowers shall promptly pay such Bank, upon
its demand, such additional amount as will compensate such Bank for such
additional costs, reduction, payment or foregone interest, as the case may be
(collectively the “Additional
Costs”).

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

          (b) Increased Capital
Costs.  If any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in of, any Law (whether
or not having the force of law) of any court, central bank, regulator or other
Governmental Authority affects or would affect the amount of capital required or
expected to be maintained by any Bank or any corporation controlling any Bank,
and such Bank determines (in its reasonable judgment) that the rate of return on
its capital as a consequence of its Commitments or the Loans made by such Bank
is reduced to a level below that which such Bank could have achieved but for the
occurrence of any such circumstance, then, in any such case upon notice from
time to time by such Bank to the Company, the Borrowers shall immediately pay
directly to such Bank additional amounts sufficient to compensate such Bank for
such reduction in rate of return.  In determining such amounts, such
Bank will use reasonable methods of averaging and attribution.  The
Borrowers may, however, avoid paying such amounts for future rate of return
reductions if, within the maximum borrowings permitted herein, the Borrowers
borrow such amounts as will cause the Bank to avoid any such future rate of
return reductions which would otherwise be caused by such changed capital
adequacy requirements.

    

     

        (c) If the
Administrator or Majority Banks determine that for any reason in connection with
any request for a Eurocurrency Rate Loan or a conversion to or continuation
thereof that (a) deposits (whether in Dollars or an Alternative Currency) are
not being offered to banks in the applicable offshore interbank market for such
currency for the applicable amount and Interest Period of such Eurocurrency Rate
Loan, (b) adequate and reasonable means do not exist for determining the
Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative
Currency), or (c) the Eurocurrency Rate for any requested Interest Period with
respect to a proposed Eurocurrency Rate Loan does not adequately and fairly
reflect the cost to such Banks of funding such Eurocurrency Rate Loan, the
Administrator will promptly so notify the Company and each
Bank.  Thereafter, the obligation of the Banks to make or maintain
Eurocurrency Rate Loans in the affected currency or currencies shall be
suspended until the Administrator (upon the instruction of the Majority Banks)
revokes such notice.  Upon receipt of such notice, the Company may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans in the affected currency or currencies or, failing that,
will be deemed to have converted such request into a request for a Borrowing of
Base Rate Loans in the amount specified therein; provided, that if the
Total Base Interest Rate does not adequately and fairly reflect the cost to such
Banks of funding such Loan, upon the request of the Administrator, the
Administrator and the Majority Banks, shall negotiate in good faith with the
Borrowers to reach agreement on the interest rate for such Loan, taking into
account the cost to such Banks of funding such Loan.

     

    
      
        
        

      

      
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    Section
1.13. Certain
Indemnities.

     

        (a) Payment.  Each
of the Borrowers jointly and severally agrees to indemnify each Bank and to hold
each Bank harmless against and from any loss, costs (including the increased
costs referred to in Section 1.11 above)
or expenses that it may sustain or incur as a direct consequence of (i) any
prepayment of the principal of or interest on any Eurocurrency Rate Loan or (ii)
any failure by any Borrower to complete a borrowing, prepayment, issuance,
extension or replacement of or to a Base Rate Loan or a Eurocurrency Rate Loan
after notice thereof has been given or after telephone notice has been given and
is not followed by written notice or is followed by written notice that differs
in any respect from the telephonic notice or (iii) any failure by any Borrower
to pay, punctually on the due date thereof, any amount payable to the
Administrator, either of the Co-Administrative Agents or any Bank under this
Agreement, any Note or any other Credit Document or (iv) the acceleration, in
accordance with the terms of this Agreement, of the time of payment of any of
the Obligations.  Such losses, costs or expenses shall include, but
shall not be limited to, (x) any costs incurred by any Bank in carrying
funds which were to have been borrowed by any Borrower or in carrying funds to
cover any overdue principal, overdue interest or any other overdue sums payable
by any Borrower to the Administrator, either of the Co-Administrative Agents or
any Bank under this Agreement, any Note or any other Credit Document, (y) any
interest payable by any Bank to the lenders of the funds borrowed by it in order
to carry the funds referred to in the immediately preceding clause (x), and (z) any
losses (but excluding losses of anticipated profit) incurred or sustained by any
Bank in liquidating or re-employing funds acquired from third parties to make,
fund or maintain all or any part of any Loan.  Each Bank shall use
reasonable efforts to mitigate all such losses, costs or expenses.

     

        (b) Additional
Indemnity.  Each of the Borrowers jointly and severally agrees
to indemnify and hold each of the Indemnified Parties free and harmless from and
against any and all Liabilities.

     

    Section
1.14. Bank Wires to the
Company.  All transfers by the Administrator to the Company
shall be effected by federal wire transfer of immediately available funds to
Account Number 0000195213 of Kaman Corporation maintained at Bank of America,
unless specifically instructed otherwise in writing by the Company to the
Administrator.

     

    Section
1.15. Administrator or Bank
Certificate.  A certificate signed by an authorized employee of
the Administrator, either of the Co-Administrative Agents or any Bank, setting
forth any amount required to be paid by the Borrowers to the Administrator, such
Co-Administrative Agent or such Bank pursuant to Section 1.3, Section 1.11, Section 1.12 or Section 1.13 and the
computations made by the Administrator, such Co-Administrative Agent, or the
Bank to determine such amount, shall be submitted by the Administrator, such
Co-Administrative Agent or such Bank to the Borrowers in connection with each
demand made at any time by the Administrator, such Co-Administrative Agent or
such Bank upon the Borrowers under the foregoing Sections.  Any such
certificate submitted pursuant to Section 1.11 or Section 1.12 shall,
absent manifest error, constitute conclusive evidence as to the amount owed
pursuant to such Section.

     

    
      
        
        

      

      
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    Section
1.16. Interest
Limitation.  Notwithstanding any other term of this Agreement,
any Note or any other Credit Document, the maximum amount of interest which may
be charged to or collected from any Person liable hereunder, under any Note or
under any other Credit Document by the Banks shall be absolutely limited to, and
shall in no event exceed, the maximum amount of interest (the “Maximum Rate”) which
could lawfully be charged or collected under applicable law (including, to the
extent applicable, the provisions of Section 5197 of the Revised Statutes of the
United States of America, as amended, 12 U.S.C. Section 85, as amended), so that
the maximum of all amounts constituting interest under applicable law, howsoever
computed, shall never exceed as to any Person liable therefor the Maximum Rate,
and any term of this Agreement or any Note or any other Credit Document which
could be construed as providing for interest in excess of such lawful maximum
shall be and hereby is made expressly subject to and modified by the provisions
of this clause.  If, in any month, the effective interest rate on any
amounts owing pursuant to this Agreement or the Notes or any other Credit
Document, absent the Maximum Rate limitation contained herein, would have
exceeded the Maximum Rate, and if in the future month, such effective interest
rate would otherwise be less than the Maximum Rate, then the effective interest
rate for such month shall be increased to the Maximum Rate until such time as
the amount of interest paid hereunder equals the amount of interest which would
have been paid if the same had not been limited by the Maximum
Rate.

     

    ARTICLE
II


     

    REPRESENTATIONS AND
WARRANTIES

     

    In order
to induce the Banks and the Co-Administrative Agents to enter into this
Agreement and to make extensions of credit hereunder, each Borrower represents
and warrants to each of the Co-Administrative Agents and each Bank
that:

     

    Section
2.1. Due Organization; Good
Standing; Qualification.  The Company and each of its
Subsidiaries are duly organized, validly existing and in good standing under the
laws of their respective jurisdictions of incorporation, except where a
Subsidiary’s failure to be in good standing would not have a Material Adverse
Effect.  Each of the Company and its Subsidiaries has all requisite
corporate power, authority, licenses, consents, approvals and the like required
to own and operate its respective properties (except where the failure to do so
would not have a Material Adverse Effect) and to carry on its respective
business as presently conducted, and each is duly qualified to do business and
is in good standing as a foreign corporation in each jurisdiction wherein the
character of the properties owned or leased by it therein or in which the
transaction of its respective business therein makes such qualification
necessary except where failure to comply with any of the foregoing would not
have a Material Adverse Effect.

     

    
      
        
        

      

      
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    Section
2.2. Due Authorization; No
Conflicts.  The execution, delivery and performance by each
Borrower of this Agreement, the Notes and each other Credit Document executed or
to be executed by it, and the execution, delivery and performance by each other
Obligor of each Domestic Subsidiary Guarantee, Foreign Subsidiary Guarantee and
each other Credit Document executed or to be executed by it, and each Borrower’s
authority to make the borrowings and obtain the other extensions of credit
contemplated thereby, have been duly authorized by all necessary corporate or
other action on the part of the Company or each such other
Obligor.  Such execution, delivery, and performance by the Company and
each such other Obligor, and the making by each Borrower of the borrowings and
the obtaining of the other extensions of credit contemplated hereby, do not and
will not (a) contravene any provision of such Obligor’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 such Obligor, under any agreement, trust, deed, indenture,
mortgage or other instrument to which such Obligor is a party or by which such
Obligor or any of their respective properties is bound or affected, or (c)
require any waiver, consent or approval by any creditors, shareholders, or
public authority.

     

    Section
2.3. Binding
Agreements.  This Agreement constitutes, the Notes and each
other Credit Document, when issued and delivered pursuant hereto for value
received shall constitute, the legal, valid and binding obligations of each of
the Borrowers, 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; and each
Domestic Subsidiary Guarantee, each Foreign Subsidiary Guarantee and each other
Credit Document executed pursuant hereto by each other Obligor shall, on the due
execution and delivery thereof by such Obligor, constitute the legal, valid and
binding obligation of such Obligor enforceable in accordance with its terms,
except as enforcement may be limited by principles of equity, bankruptcy,
insolvency, or other laws affecting the enforcement of creditors’ rights
generally.

     

    Section
2.4. Subsidiaries; Maintenance of
Subsidiary Guarantees.  (a) All of the issued and outstanding
shares of capital stock of each Subsidiary of the Company which is owned by the
Company or a Subsidiary of the Company, has been validly issued and is fully
paid and non assessable and is free and clear of any Lien.  No rights
to subscribe for additional shares of stock of any Subsidiary have been
granted.

     

        (b) As of the
Effective Date, the Co-Administrative Agents and the Banks have the full credit
support of (a) the Domestic Subsidiary Guarantors pursuant to the Domestic
Subsidiary Guarantees (guaranteeing in full the payment of all Obligations
pursuant to the Domestic Subsidiary Guarantees) and (b) the Foreign Subsidiary
Guarantors pursuant to the Foreign Subsidiary Guarantees (guaranteeing in full
the payment of all Obligations pursuant to the Foreign Subsidiary
Guarantees).

     

    Section
2.5. No
Defaults.  No Default or Event of Default is
continuing.

     

    Section
2.6. Financial
Statements.  The Company has furnished to each of the
Banks:  (a) the audited consolidated balance sheets of the Company and
its Subsidiaries as at December 31, 2007, and the related consolidated
statements of income, cash flows and shareholders’ equity of the Company and its
Subsidiaries for the fiscal year ended December 31, 2007, certified by KPMG LLP,
certified public accountants, and (b) the unaudited consolidated and
consolidating balance sheets of the Company and its Subsidiaries as of June 27,
2008 and related consolidated and consolidating statements of income, cash flows
and shareholders’ equity for the three (3) months ended June 27, 2008, in each
case certified by the president or principal financial officer of the
Company.  Such balance sheets and statements have been prepared in
conformity with GAAP applied on a consistent basis throughout the periods
specified and present fairly the financial condition and results of operations
of the Company and its Subsidiaries as at the dates and for the periods
indicated.  The balance sheets referred to in this Section 2.6 and the
notes thereto disclose all material liabilities, direct or contingent, known to
the Company and its Subsidiaries as of the dates thereof.

     

    
      
        
        

      

      
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    Section
2.7. No Material Adverse
Changes.  Since December 31, 2007, there has been no change in
the business, assets, operations, prospects, liabilities or condition, financial
or otherwise, of the Company and its Subsidiaries, taken as a whole, other than
changes the effect of which have not had a Material Adverse Effect.

     

    Section
2.8. No Material
Litigation.  No action, suit, investigation or proceeding is
pending or known to be threatened by or against or affecting the Company or any
of its Subsidiaries or any of their respective properties or rights before any
Governmental Authority (a) which involves this Agreement, the Notes or any other
Credit Document or (b) as to which there is a reasonable possibility of an
adverse determination and which, if adversely determined, could, individually or
in the aggregate, result in a Material Adverse Effect.

     

    Section
2.9. True Copies of Governing
Documents.  Each Borrower has furnished or caused to be
furnished to each of the Co-Administrative Agents true and complete copies of
all of its Governing Documents.

     

    Section
2.10. Compliance with
Environmental Laws.  To the best of the each Borrower’s
knowledge and belief, the Company and each of its Subsidiaries is in substantial
compliance with all material provisions of applicable Environmental Laws and all
judgments, orders and decrees relating thereto and binding upon the Company or
any of its Subsidiaries, except where failure to be in compliance would not have
a Material Adverse Effect.

     

    Section
2.11. Liens.  The
aggregate principal amount of indebtedness for borrowed money of the Company and
its Subsidiaries, on a consolidated basis, which is secured by Liens on assets
of the Company or any of its Subsidiaries, is less than or equal to
$15,000,000.

     

    Section
2.12. Compliance With
ERISA.  The Company and each of its Subsidiaries is in
substantial compliance with all material provisions of ERISA.

     

    Section
2.13. Existing Credit
Agreement.  As of the date hereof, no “Default” or “Event of
Default” under (and as defined in) the Existing Credit Agreement has occurred
and is continuing.

     

    Section
2.14. Ownership of
Properties.  The Company and each of its Subsidiaries owns good
and marketable title to all of its properties and assets, real and personal
(except where the failure to so own such properties or assets, or have such
title, would not have a Material Adverse Effect), free and clear of all Liens,
except as permitted pursuant to Section
5.1.

     

    
      
        
        

      

      
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    Section
2.15. Taxes.  Except
for taxes the payment of which is being diligently contested in good faith after
the establishment of any reserves required by GAAP, consistently applied, the
Company and each of its Subsidiaries has filed all tax returns and reports
required by law to have been filed by it and has paid or caused to be paid all
taxes, assessments and governmental charges of every kind thereby shown to be
owing which would, in the aggregate, if not paid, be material as to the Company
and its Subsidiaries when taken as a whole or be reportable under the Securities
Exchange Act or required under FASB Standards to be disclosed on the Company’s
consolidated audited financial statements.

     

    Section
2.16. Regulations U and
X.  Neither the Company nor any of its Subsidiaries is engaged
in the business of extending credit for the purpose of purchasing or carrying
margin stock, and no proceeds of any Loans will be used for a purpose which
violates, or would be inconsistent with, F.R.S. Board Regulation U or
X.  Terms for which meanings are provided in F.R.S. Board Regulation U
or X or any regulations substituted therefor, as from time to time in effect,
are used in this Section with such meanings.

     

    Section
2.17. Investment Company Act;
Public Utility Holding Company Act.  Neither the Company nor
any of its Subsidiaries is an “investment company” within the meaning of the
Investment Company Act of 1940, as amended, or a “holding company”, or a
“subsidiary company” of a “holding company”, or an “affiliate” of a “holding
company” or of a “subsidiary company” of a “holding company”, within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

     

    Section
2.18. Accuracy of
Information.  All factual information heretofore or
contemporaneously furnished by or on behalf of the Company or any other Obligor
in writing to the Administrator, any Co-Administrative Agent or any Bank for
purposes of or in connection with this Agreement or any transaction contemplated
hereby is, and all other such factual information hereafter furnished by or on
behalf of the Company or any other Obligor to the Administrator, any
Co-Administrative Agent or any Bank will be, true and correct in every material
respect on the date as of which such information is dated or certified and as of
the date of execution and delivery of this Agreement by the Company, the
Administrator, the Co-Administrative Agent, and the Banks, and such information
is not, or shall not be, as the case may be, incomplete by omitting to state any
material fact necessary to make such information not misleading in light of the
circumstances under which such information is furnished and, in the case of
projections on the basis of reasonable assumptions made in good faith as
disclosed in the Credit Documents.

     

    Section
2.19. Use of
Proceeds.  The Company shall use the proceeds of the Loans in
accordance with Section
1.10.

     

    Section
2.20. Compliance with
Laws.  The Company and
each of its Subsidiaries is in compliance in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its properties, except in such instances in which (a)
such Requirement of Law or order, writ, injunction or decree is being contested
in good faith by appropriate proceedings diligently conducted or (b) the failure
to comply therewith, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
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    Section
2.21. Representations as to
Foreign Subsidiaries.  Each of the Company and each Foreign
Subsidiary represents and warrants to the Co-Administrative Agents and the Banks
that:

     

        (a) Such
Foreign Subsidiary is subject to civil and commercial Laws with respect to its
obligations under this Agreement and the other Credit Documents to which it is a
party (collectively as to such Foreign Subsidiary, the “Applicable Foreign
Subsidiary Documents”), and the execution, delivery and performance by
such Foreign Subsidiary of the Applicable Foreign Subsidiary Documents
constitute and will constitute private and commercial acts and not public or
governmental acts.  Neither such Foreign Subsidiary nor any of its
property has any immunity from jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) under the laws of the
jurisdiction in which such Foreign Subsidiary is organized and existing in
respect of its obligations under the Applicable Foreign Subsidiary
Documents.

     

        (b) The
Applicable Foreign Subsidiary Documents are in proper legal form under the Laws
of the jurisdiction in which such Foreign Subsidiary is organized and existing
for the enforcement thereof against such Foreign Subsidiary under the Laws of
such jurisdiction, and to ensure the legality, validity, enforceability,
priority or admissibility in evidence of the Applicable Foreign Subsidiary
Documents.  It is not necessary to ensure the legality, validity,
enforceability, priority or admissibility in evidence of the Applicable Foreign
Subsidiary Documents that the Applicable Foreign Subsidiary Documents be filed,
registered or recorded with, or executed or notarized before, any court or other
authority in the jurisdiction in which such Foreign Subsidiary is organized and
existing or that any registration charge or stamp or similar tax be paid on or
in respect of the Applicable Foreign Subsidiary Documents or any other document,
except for (i) any such filing, registration, recording, execution or
notarization as has been made or is not required to be made until the Applicable
Foreign Subsidiary Document or any other document is sought to be enforced and
(ii) any charge or tax as has been timely paid.

     

        (c) There is
no tax, levy, impost, duty, fee, assessment or other governmental charge, or any
deduction or withholding, imposed by any Governmental Authority in or of the
jurisdiction in which such Foreign Subsidiary is organized and existing either
(i) on or by virtue of the execution or delivery of the Applicable Foreign
Subsidiary Documents or (ii) on any payment to be made by such Foreign
Subsidiary pursuant to the Applicable Foreign Subsidiary Documents, except as
has been disclosed to the Co-Administrative Agents.

     

        (d) The
execution, delivery and performance of the Applicable Foreign Subsidiary
Documents executed by such Foreign Subsidiary are, under applicable foreign
exchange control regulations of the jurisdiction in which such Foreign
Subsidiary is organized and existing, not subject to any notification or
authorization except (i) such as have been made or obtained or (ii) such as
cannot be made or obtained until a later date; provided, that any
notification or authorization described in clause (ii) shall be made or
obtained as soon as is reasonably practicable.

     

    
      
        
        

      

      
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    ARTICLE
III

     

    CONDITIONS TO
EFFECTIVENESS

    AND CONDITIONS OF
LENDING

     

    Section
3.1. Conditions of
Loans.  The obligation of each Bank to make Loans under this
Agreement is subject to the satisfaction of each of the following conditions
precedent:

     

        (a) Execution of this Agreement,
the Notes, the Domestic Subsidiary Guarantee, the Foreign Subsidiary Guarantee
and each other Credit Document.  This Agreement and, to the
extent requested by any Bank pursuant to Section 1.5, the
Notes in favor of each Bank, a Domestic Subsidiary Guarantee executed by each of
the Domestic Subsidiaries of the Company, a Foreign Subsidiary Guarantee
executed by each of the Foreign Subsidiaries (to the extent such Foreign
Subsidiaries are guarantors under the Existing Credit Agreement) and each of the
other Credit Documents required to be delivered on the Effective Date shall have
been duly and properly authorized, executed and delivered to the
Co-Administrative Agents by the respective party or parties thereto and shall be
in full force and effect on and as of the Effective Date.

     

        (b) Evidence of Corporate
Action; Certified Copies of Governing Documents.  The
Co-Administrative Agents shall have received certified copies of: (i) all
corporate action taken by the Company and each such other Obligor to authorize
the execution, delivery and performance of this Agreement, each Domestic
Subsidiary Guarantee, each Foreign Subsidiary Guarantee and each other Credit
Document, and the borrowings and other extensions of credit to be made
hereunder; (ii) all the Company’s Governing Documents; (iii) all the Governing
Documents of each other Obligor; and (iv) such other papers as either of the
Co-Administrative Agents may reasonably require.

     

        (c) Proceedings and
Documents.  All corporate, governmental and other proceedings
in connection with the transactions contemplated by this Agreement and all
instruments and documents incidental thereto (including, but not limited to,
those to be delivered pursuant to the provisions of this Article III), shall be in
form and substance satisfactory to the Co-Administrative Agents, and the
Co-Administrative Agents shall have received all such counterpart originals or
certified or other copies of all such instruments and documents as either of the
Co-Administrative Agents shall have reasonably requested.

     

        (d) Opinion of
Counsel.  The Co-Administrative Agents shall have received an
opinion addressed to the Banks, the Administrator and each of the
Co-Administrative Agents, in a form satisfactory to each of the
Co-Administrative Agents, from (i) Murtha Cullina LLP, special Connecticut
counsel for the Company, (ii) Skadden, Arps, Slate, Meagher & Flom LLP,
special English counsel to the Company and (iii) Ms. Candace Clark, in house
counsel to the Company.

     

    
      
        
        

      

      
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        (e) Closing Fees, Expenses,
etc.  Each Co-Administrative Agent shall have received for its
own account, or for the account of each Bank or such other Person, as the case
may be, all fees, costs and expenses due and payable pursuant to Section 1.8 and Section
10.1.

     

        (f) Amendment to the Existing
Credit Agreement.  The Co-Administrative Agents shall have
received an amendment to the Existing Credit Agreement, executed by the Company,
the Co-Administrative Agents and the Majority Banks (as defined in the Existing
Credit Agreement), dated and effective as of the date hereof.

     

        (g) Notice of
Borrowing.  The Company shall have duly and timely given to the
Administrator a Loan Notice required by this Agreement in connection with such
Loan.  Such Loan Notice and the delivery thereof, without more, shall
constitute certification by the Company as to the matters set forth in clauses
(i) and (j)
below.

     

        (h) Legality of
Transactions.  It shall not be unlawful for the Company or any
other Obligor to perform any of its agreements or obligations under this
Agreement, any of the Notes, any of the Domestic Subsidiary Guarantees, any of
the Foreign Subsidiary Guarantees or any of the other Credit
Documents.

     

        (i) Performance; No
Default.  The Company and each other Obligor shall have duly
and properly performed, complied with and observed each of its covenants,
agreements and obligations contained in this Agreement, the Notes, each of the
Domestic Subsidiary Guarantees, each of the Foreign Subsidiary Guarantees and
each of the other Credit Documents.  Both before and after giving
effect to any Loan, no Default or Event of Default shall have occurred and be
continuing.

     

        (j) Representations and
Warranties.  Each of the representations and warranties made by
the Company and each other Obligor in this Agreement or any other Credit
Document shall have been true and correct in all material respects when made and
shall for all purposes of this Agreement, be deemed repeated on and as of the
date of any application by the Company for any Loan hereunder and on the date of
making such Loan and shall be true and correct in all material respects on and
as of each of such dates, except to the extent the representations and
warranties specifically refer to an earlier date, in which case, they were true
and correct in all material respects as of such earlier date.

     

    ARTICLE
IV

     

    AFFIRMATIVE
COVENANTS

     

    The
Company covenants and agrees with each of the Co-Administrative Agents and each
of the Banks that, so long as any Commitments remain in effect and until such
later date as all the Obligations are paid in full in cash, unless the Majority
Banks otherwise consent in writing, the Company shall and shall cause each of
its Subsidiaries to:

     

    
      
        
        

      

      
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    Section
4.1. Financial Statements; Notice
of Events of Default.  Deliver to each of the Co-Administrative
Agents and each of the Banks (a) within (i) sixty (60) days after the close of
each of the first three quarters of each fiscal year of the Company and (ii)
within one hundred twenty (120) days after the close of each fiscal year of the
Company, the consolidated and consolidating balance sheets of the Company and
its Subsidiaries as of the close of each such period and consolidated and
consolidating statements of income, cash flows and shareholders’ equity for such
period, prepared in conformity with GAAP, applied on a basis consistent with
that of the preceding period or containing disclosure of the effect on financial
position or results of operations of any change in the application of GAAP
during the period, and certified by the president or a principal financial
officer of the Company as accurate, true and correct in all material respects;
(b) together with each such balance sheet referred to in clause (a)(i) and
(ii) above, a
Compliance Certificate substantially in the form of Exhibit C attached
thereto; (which Compliance Certificate shall contain written calculations by the
Company in reasonable detail concerning compliance or non-compliance, as the
case may be, by the Company with the financial covenants referred to herein) (c)
together with the annual consolidated financial statements required to be
delivered pursuant to clause (a) above for each
fiscal year, a report containing an unqualified opinion of KPMG LLP or a
comparable nationally recognized certified public accounting firm, which opinion
shall state that such financial statements fairly present the financial
condition and results of operations of the Company and its Subsidiaries in
accordance with GAAP; (d) promptly upon the written request of either of the
Co-Administrative Agents, such other information about the financial condition
and operations of the Company and its Subsidiaries, and any endorser or
guarantor (if any), as either of the Co-Administrative Agents may, from time to
time, reasonably request; (e) promptly after becoming available, copies of all
financial statements, reports, notices and proxy statements sent by the Company
to stockholders, and of all regular and periodic reports filed by the Company
with any securities exchange or with the SEC or any governmental agency
successor to any or all of the functions of the SEC, and of all press releases
issued by the Company; (f) promptly upon becoming aware of any Default or Event
of Default, notice thereof in writing; (g) promptly upon becoming aware of any
development that is likely to result in an Event of Default, notice thereof in
writing; and (h) promptly after becoming aware of any Change of Control, notice
thereof in writing.

     

    Section
4.2. Securities Regulation
Compliance Reports.  Promptly deliver to each of the
Co-Administrative Agents and each of the Banks a copy of:  (a) all
filings including financial statements and reports filed therewith and
amendments thereto made by the Company with the SEC pursuant to the Securities
Act, the Securities Exchange Act, and the rules and regulations promulgated
under either of them; (b) all filings, financial statements and reports filed
therewith and amendments thereto made by the Company with each securities
exchange on which the securities of the Company are listed, if any, pursuant to
the rules and regulations of each such exchange; and (c) all written
communications, financial statements, reports, notices and proxy statements sent
to any class of holders of securities of the Company.

     

    Section
4.3. Insurance.  (a)
Keep its properties insured against fire and other hazards (so-called “All Risk”
coverage) in amounts and with companies satisfactory to the Co-Administrative
Agents to the same extent and covering such risks as are customary and
reasonably available in the same or a similar business; (b) maintain general
liability coverage against claims for bodily injuries or death; and (c) maintain
all workers’ compensation, employment or similar insurance as may be required by
applicable law.  Alternatively, the Company may self-insure in such
amounts and in such manner as may be appropriate in the Company’s industry and
in the Company’s reasonable business judgment.  The Company, upon the
request of either of the Co-Administrative Agents, agrees to deliver
certificates evidencing all of the aforesaid insurance policies to the
Co-Administrative Agents.

     

    
      
        
        

      

      
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    Section
4.4. Tax and Other
Liens.  Except for taxes the payment of which is being
contested in good faith after the establishment of any reserves required by GAAP
consistently applied, pay or cause to be paid all taxes, assessments and
governmental charges of every kind which would, in the aggregate, if not paid,
be material as to the Company and its Subsidiaries when taken as a whole or be
reportable under the Securities Exchange Act or required under FASB Standards to
be disclosed on the Company’s consolidated audited financial statements; and the
Company shall deliver to the Co-Administrative Agents such other information
related to the Company’s and its Subsidiaries’ taxes as may be reasonably
requested by either of the Co-Administrative Agents.

     

    Section
4.5. Litigation.  Promptly
notify the Co-Administrative Agents (which shall, in turn, promptly notify the
Banks) of any legal proceedings or litigation (a) material to the Company and
its Subsidiaries when taken as a whole or reportable under the Securities
Exchange Act or required under FASB Standards to be disclosed on the Company’s
consolidated audited financial statements, or (b) which questions the validity
of this Agreement, the Notes, any Domestic Subsidiary Guarantee, any Foreign
Subsidiary Guarantee or any of the other Credit Documents or any instrument
delivered in connection herewith or therewith, or any action to be taken in
connection with the transactions contemplated hereby or thereby; and promptly
provide to the Co-Administrative Agents such other information related to such
proceedings or litigation as reasonably requested by either of the
Co-Administrative Agents.

     

    Section
4.6. Conduct of
Business.  Do or cause to be done all things necessary to (a)
preserve and keep in full force and effect its legal existence under the laws of
its jurisdiction of incorporation; (b) obtain, preserve, renew, extend and keep
in full force and effect all rights, licenses, permits, franchises,
authorizations, patents, copyrights, trademarks and trade names material to the
conduct of its business; (c) comply in all material respects with all
Requirements of Law; (d) comply with all of its Governing Documents; (e)
maintain its qualification to do business in each jurisdiction in which the
conduct of business requires such qualification; and (f) maintain and preserve
all property material to the conduct of its business and keep such property in
good repair, working order and condition from time to time, and make, or cause
to be made, all needful and proper repairs, renewals, additions, improvements
and replacements thereto necessary in order that the business carried on in
connection therewith may properly be conducted at all times, except, in each
case, (i) where the failure to do so would not have a Material Adverse Effect,
(ii) that the Company may liquidate or dissolve Subsidiaries from time to time
as the Company in the proper exercise of its judgment may determine, so long as
any such liquidation or dissolution shall not (x) either individually or in the
aggregate, have a Material Adverse Effect, (y) be of a Domestic Subsidiary
Guarantor, unless such liquidation or dissolution is by merger into another
Subsidiary which has executed and delivered a Domestic Subsidiary Guarantee, or
results in the replacement of one Domestic Subsidiary Guarantee with a new
Domestic Subsidiary Guarantee, and after giving effect thereto there shall be no
Default or Event of Default hereunder (including in respect of Section 2.4(b) and
Section 4.10)
or (z) be of a Foreign Subsidiary Guarantor, unless such liquidation or
dissolution is by merger into another Subsidiary which has executed and
delivered a Foreign Subsidiary Guarantee, or results in the replacement of one
Foreign Subsidiary Guarantee with a new Foreign Subsidiary Guarantee, and after
giving effect thereto there shall be no Default or Event of Default hereunder
(including in respect of Section 2.4(b) and
Section 4.10)
and (iii) the Company may liquidate or sell such other assets as it may deem
advisable, in the proper exercise of its judgment, so long as such sale or
liquidation is in compliance with Section 5.6 and,
after giving effect thereto, the Company is in compliance with Section 4.10 and the
representation and warranty set forth in Section 2.4(b) shall
be true and correct.

     

    
      
        
        

      

      
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    Section
4.7. Pension
Plans.  If and when the Company or any Subsidiary gives or is
required to give notice to the PBGC of any Reportable Event (which Reportable
Event is material to the Company and its Subsidiaries when taken as a whole or
is reportable under the Securities Exchange Act or required under FASB Standards
to be disclosed on the Company’s consolidated audited financial statements),
with respect to any Plan which might constitute grounds for a termination of
such Plan under Title IV of ERISA, or knows that any member of the Controlled
Group or the plan administrator of any Plan has given notice or is required to
give notice of any Reportable Event, the Company shall simultaneously send the
Administrator a copy of such notice (and the Administrator shall promptly
forward a copy of such notice to the Banks).

     

    Section
4.8. Records and
Accounts.  Maintain true records and books of account, complete
and correct in all material respects and in accordance with GAAP, and maintain
adequate accounts and reserves for all taxes (including income taxes), all
depreciation, depletion, obsolescence and amortization of its properties, all
other contingencies, and all other proper reserves.

     

    Section
4.9. Inspection.  Permit
any officer or employee designated by any Co-Administrative Agent or any Bank to
visit and inspect any of its properties and to examine its books and discuss the
affairs, finances and accounts of the Company or any of its Subsidiaries with
its officers, all at such reasonable times, upon reasonable notice, in a
reasonable manner and as often as any Co-Administrative Agent or any Bank may
reasonably request, subject to compliance with all applicable security
regulations and requirements of any Governmental Authority and the Company’s
reasonable policies and practices applicable to safeguarding its trade secrets
and proprietary products and practices.  The Company agrees with each
of the Co-Administrative Agents and the Banks that such policies and practices
may restrict access by the Co-Administrative Agents and the Banks to certain
areas of certain facilities of the Company or its Subsidiaries, but that such
policies and practices shall not restrict in any material respect access by the
Co-Administrative Agents and the Banks to personnel of the Company and its
Subsidiaries.

     

    Section
4.10. Subsidiary
Guarantees.  The Company shall cause the Co-Administrative
Agents and the Banks to have at all times the full credit support of (a) the
Domestic Subsidiaries pursuant to the Domestic Subsidiary Guarantees
(guaranteeing in full the payment of all Obligations) and (b) the Foreign
Subsidiaries pursuant to the Foreign Subsidiary Guarantees (guaranteeing in full
the payment of all Obligations), to the extent such Foreign Subsidiaries are
guarantors under the Existing Credit Agreement. 

     

    
      
        
        

      

      
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    Section
4.11. Further
Assurances.  Cooperate with each of the Co-Administrative
Agents and each Bank and take such action and execute such further instruments
and documents as either of the Co-Administrative Agents shall reasonably request
to effect the purposes of this Agreement, the Notes and the other Credit
Documents (including, without limitation, delivery of recently certified copies
of each Obligor’s Governing Documents, certified by the appropriate Governmental
Authority in the state of such Obligor’s state of incorporation).

     

    Section
4.12. Payment of
Obligations.  Pay and discharge as the same shall become due
and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, (b) all lawful claims which, if unpaid, would by law
become a Lien upon its property; and (c) all Indebtedness, as and when due and
payable, but subject to any subordination provisions contained in any instrument
or agreement evidencing such Indebtedness, in each case, unless the same are
being contested in good faith by appropriate proceedings diligently conducted
and adequate reserves in accordance with GAAP are being maintained by the
Company or such Subsidiary.

     

    Section
4.13. Compliance with
Laws.  Comply in all material respects with the requirements of
all Laws and all orders, writs, injunctions and decrees applicable to it or to
its business or property, except in such instances in which (a) such Requirement
of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply
therewith could not reasonably be expected to have a Material Adverse
Effect.

     

    ARTICLE
V 

     

    NEGATIVE
COVENANTS

     

    The
Company covenants and agrees with each of the Co-Administrative Agents and each
of the Banks that, so long as any Commitments remain in effect and until such
later date as all the Obligations are paid in full in cash, unless the Majority
Banks otherwise consent in writing, the Company shall not nor will it permit any
Subsidiary to:

     

    Section
5.1. Liens.  Incur
or permit to exist any Lien against any of its property or assets, whether now
owned or hereafter acquired, except:

     

        (a) any
judgment Lien unless (in case of a judgment which shall be material to the
Company and its Subsidiaries when taken as a whole or which is reportable under
the Securities Exchange Act or required under FASB Standards to be disclosed in
the Company’s audited consolidated financial statements) the judgment it secures
shall not, within thirty (30) days after the entry thereof have been discharged
or execution thereof stayed pending appeal, or unless any such judgment shall
not have been discharged within sixty (60) days after the expiration of any such
stay;

     

        (b) easements,
rights-of-way, zoning and similar restrictions, encumbrances or title defects
(but specifically excluding mortgages and any other Liens securing Indebtedness)
which, in the aggregate, do not materially detract from the value of the
properties of, and do not materially and adversely interfere with the ordinary
conduct of the business of, the Company or any of its Subsidiaries;

     

    
      
        
        

      

      
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       (c) Liens
incurred in the ordinary course of business (such as liens on inventory granted
in connection with the Company’s securing of the Company’s repayment of
reimbursement obligations under banker’s acceptances or commercial letters of
credit but which liens cover solely the inventory which is the subject of such
banker’s acceptance or commercial letters of credit) which are not material
(individually or in the aggregate) to the Company and its Subsidiaries when
taken as a whole and do not secure indebtedness for borrowed money (other than
reimbursement obligations under banker’s acceptances or commercial letters of
credit described in the foregoing parenthetical);

     

        (d) Liens on
assets which secure previously existing Indebtedness of corporations or business
entities acquired by the Company or a Subsidiary, whether by purchase of assets
and assumption of liabilities or by purchase of stock, merger or consolidation,
so long as (i) such acquisition is otherwise permitted by the terms of this
Agreement, (ii) the Company is in compliance with all of its covenants
herein after the completion of such acquisition, and (iii) such Liens were not
incurred in contemplation of such acquisition and as a result of such
acquisition, and do not extend to any of the Company’s or any Subsidiary’s
assets owned before such acquisition; provided, that not
later than 90 days after any such acquisition the Company shall extinguish, or
cause to be extinguished, such Liens unless those Liens are otherwise permitted
under the terms of clauses (a), (b), (c), (e), or (f) of this Section
5.1;

     

        (e) any other
Liens at any time on assets owned by the Company or any of its Subsidiaries
which, in the aggregate, do not secure Indebtedness in excess of $15,000,000;
and

     

        (f) Liens
granted to the Co-Administrative Agents and the Banks pursuant to any Credit
Document.

     

    No
Indebtedness or Liens which might be permitted in connection with the
transactions described in clauses (d) and (e) above shall be
permitted if, after giving effect to the incurrence of such Indebtedness or
Liens, a violation of the financial covenants contained in Article VI would or
shall exist.

     

    Section
5.2. Limitation on
Indebtedness.  Create, incur or permit to exist or remain
outstanding any Indebtedness (other than Indebtedness under and in respect of
this Agreement, the Notes and each of the other Credit Documents (including
increases in Indebtedness with respect to the Incremental Term Loans as
contemplated by Section 1.9)), or
issue or sell any obligation of any Subsidiary to a third party lender (other
than pursuant to the terms of this Agreement), if such Indebtedness would (a)
cause the Company to be in violation of any of the financial covenants set forth
in Article VI
below or (b) in the case of Indebtedness of Subsidiaries which are not Domestic
Subsidiary Guarantors, exceed, individually or in the aggregate, at any time,
$15,000,000; provided, however,
that notwithstanding any other provision of this Section 5.2,
additional intercompany Indebtedness of up to $125 million shall be permitted
with respect to Investments that have been, or may be, made in Brookhouse
Holdings Limited or any of its Subsidiaries pursuant to the UK
Acquisition.

     

    
      
        
        

      

      
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    Section
5.3. Contingent
Liabilities.  Assume, guarantee, endorse or otherwise become
liable upon the obligations of any Person or enter into any other agreement
having substantially the same effect as a Guarantee, except for (a) the
endorsement of negotiable instruments for deposit or collection or other
transactions in the ordinary course of business which are not material to the
Company and its Subsidiaries when taken as a whole, (b) Repurchase Obligations
which individually and in the aggregate do not exceed $15,000,000, (c)
Repurchase Obligations permitted under Section 5.2 of this
Agreement or (d) obligations incurred by the Company or a Subsidiary to a third
party which do not constitute Indebtedness; provided, that (i)
each Subsidiary may guarantee the Obligations of the Company and each other
Obligor hereunder and under each other Credit Document pursuant to a Domestic
Subsidiary Guarantee or Foreign Subsidiary Guarantee, as applicable, (ii) each
Subsidiary may guarantee the Obligations (as defined in the Existing Credit
Agreement) of the Borrowers under the Existing Credit Agreement and (iii) the
Company may guarantee Indebtedness of its Subsidiaries, so long as the aggregate
amount of all Indebtedness so guaranteed, when totaled with all Consolidated
Total Indebtedness, without duplication (if not already included therein) shall
not result in a violation of any of the financial covenants herein or in any
other Event of Default hereunder.  The foregoing shall not prohibit
contractual indemnities, not having substantially the same effect as a
Guarantee, given in the ordinary course of
business.  Neither  such contractual indemnities nor
contingent liabilities under clause (d) of this
Section 5.3
shall be included for purposes of calculating any financial covenant under this
Agreement.

     

    Section
5.4. Consolidation or
Merger.  Enter into or undertake any plan or agreement or
transaction to merge into or consolidate with or into any Person, unless
immediately after the consummation of such merger or consolidation, (a) the
Company or (if the merger or consolidation is between a Subsidiary and an
unaffiliated Person or if the Company elects to reincorporate by merger into a
wholly-owned Domestic Subsidiary) such Subsidiary is the surviving entity (and,
in the case of such a reincorporation by merger, (i) such wholly-owned
Subsidiary expressly assumes, in a written instrument executed and delivered to
the Co-Administrative Agents, and in form and substance reasonably satisfactory
to the Co-Administrative Agents, all the Obligations of the Company or such
other Obligor, as the case may be, under this Agreement, each of the Notes and
each of the other Credit Documents and (ii) the Co-Administrative Agents and the
Banks have received a written opinion of outside legal counsel to the Company
stating that, pursuant to such merger and instrument of assumption, such
wholly-owned Subsidiary has assumed all the Obligations of the Company or such
other Obligor under this Agreement, each of the Notes and each of the other
Credit Documents), (b) in the case of a merger of a Domestic Subsidiary and a
Foreign Subsidiary, such Domestic Subsidiary is the surviving entity, (c) the
Company’s management remains in control of the merged entity, (d) no Default or
Event of Default hereunder shall exist or would be reasonably likely to occur as
a result of such transaction and (e) the requirements of Section 5.11 are
satisfied.  For the purposes of this Section 5.4, the
acquisition by the Company or any Subsidiary of the Company of all or
substantially all of the shares of capital stock or all or substantially all of
the assets of any Person shall be deemed to be a consolidation of such Person
with the Company or such Subsidiary, as the case may be.  Nothing
herein shall prohibit the Company from divesting a Subsidiary by merging it with
another corporation or otherwise so long as the Company otherwise complies with
Section 5.5,
and after giving effect thereto, the Company is in compliance with Section 4.10 and the
representation and warranty set forth in Section 2.4(b)
thereto, shall be true and correct.

     

    
      
        
        

      

      
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    Section
5.5. Limitation on Certain Other
Fundamental Changes.  In the case of the Company, liquidate,
wind-up or dissolve itself (or suffer any liquidation, winding up or dissolution
to occur), or make any liquidating distribution.

     

    Section
5.6. Sale of
Assets.  Sell or transfer any assets, except for:

     

        (a) sales of
inventory in the ordinary course of business; and

     

        (b) sales of
assets (other than those referred to in clause (a) above) for fair
value (including sales for fair value of assets in transactions in which the
Company leases back the assets sold for fair value) (i) the book value of which
(at the time of sale) does not exceed in the aggregate for any fiscal year of
the Company, fifteen percent (15%) of the Company’s Consolidated Tangible Assets
as at the last day of the then most recently completed fiscal quarter for which
financial statements for the Company and its Subsidiaries are required to have
been delivered to the Banks pursuant to Section 4.1, and (ii)
with respect to which the Aggregate Assets Percentage obtained after taking into
account such sales does not exceed forty-five percent (45%).

     

    In the
event of any sale or transfer of assets of the Company or any Subsidiary not
permitted by clause (a) or clause (b)(i) or clause
(b)(ii) above
(referred to herein as a “Designated Sale”),
the Company shall be permitted to enter into a Designated Sale, provided, that it
will promptly (and, in any event, within five (5) Business Days) thereafter give
written notice of such Designated Sale to each of the Co-Administrative Agents
and each of the Banks (a “Designated Sale
Notice”), describing in reasonable detail all material terms of such
Designated Sale, including a reasonably detailed description of the assets sold,
the purchase price and net book value of such assets, and the net proceeds
receivable by the Company or any of its Subsidiaries in connection with such
Designated Sale.  If any Designated Sale occurs prior to the Maturity
Date, the aggregate outstanding principal Loans will, subject to any required
prepayment of the Existing Credit Agreement pursuant to Section 5.6 thereof, be
reduced on a pro rata basis, on the tenth (10th) Business Day after receipt by
the Company of written notice (a “Pay-Down Notice”)
from the Administrator (at the direction of the Majority Banks) that the
aggregate outstanding principal Loans  is to be
reduced.  The Administrator shall give a Pay-Down Notice, if at all,
not later than thirty (30) days after receipt by the Co-Administrative Agent,
the Banks of a Designated Sale Notice conforming to the requirements of this
Section 5.6.  The
amount of each such reduction in the aggregate outstanding principal Loans shall
be equal, in the aggregate, to the Reduction Amount.

     

    For
purposes of this Section 5.6, the
following terms shall have the meanings provided below:

     

    “Aggregate Assets
Percentage” means, at any time, the sum of all Applicable Assets
Percentages since the Effective Date.

     

    
      
        
        

      

      
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    “Applicable Assets
Percentage” means, with respect to each sale of assets pursuant to Section 5.6(b), the
percentage obtained by dividing (i) the book value of all tangible assets sold
(including assets sold in transactions in which the Company leases back such
assets), less the portion thereof, if any, which resulted in a prior dollar for
dollar reduction of the aggregate outstanding principal Loans, by (ii) the
Company’s Consolidated Tangible Assets as at the last day of the then most
recently completed fiscal quarter for which financial statements for the Company
and its Subsidiaries are required to have been delivered to the Banks pursuant
to Section
4.1.

     

    “Designated
Percentage” means, with respect to each sale of assets pursuant to Section 5.6(b), an
amount equal to (x) in the event such sale or transfer is not permitted by
clause (b)(i)
above (but is permitted by clause (b)(ii) above), 15%,
(y) in the event such sale or transfer is not permitted by clause (b)(ii) above (but is
permitted by clause (b)(i) above), 45%,
and (z) in the event such sale or transfer is not permitted by either clause
(b)(i) or
clause (b)(ii)
above, that percentage equal to 15% for each fiscal year since the Effective
Date to a cumulative percentage not to exceed 45%.

     

    “Reduction Amount”
means, with respect to each sale of assets pursuant to Section 5.6(b), the
book value of such assets sold (including assets sold in transactions in which
the Company leases back such assets) or any portion thereof, in respect of which
the Aggregate Percentage determined in connection with such sale exceeds the
Designated Percentage.

     

    Section
5.7. Affiliate
Transactions.  Enter into any transaction with an Affiliate,
except (a) upon fair, reasonable and arm’s-length terms, or (b) transactions
between (i) the Company and a Domestic Subsidiary Guarantor or a Foreign
Subsidiary Guarantor, (ii) a Domestic Subsidiary Guarantor and another Domestic
Subsidiary Guarantor or (iii) a Foreign Subsidiary and another Foreign
Subsidiary (other than any Foreign Subsidiary that is a Borrower or a Foreign
Subsidiary Guarantor); provided, however,
that notwithstanding any other provision of this Section 5.7,
Investments of up to $125 million shall be permitted with respect to Brookhouse
Holdings Limited or any of its Subsidiaries pursuant to the UK
Acquisition.

     

    Section
5.8. Certain Restrictive
Agreements.  Enter into or permit to exist any indenture,
agreement, instrument or other arrangement (other than this Agreement), in
connection with the incurrence of Indebtedness which, directly or indirectly,
prohibits or limits, or has the effect of prohibiting or limiting, (a) the
incurrence of Indebtedness to the Banks pursuant to this Agreement, or the
payment of such Indebtedness or other Obligations to the Banks, (b) the payment
of dividends by any Subsidiary or the making by any Subsidiary of any advances
or other payments or distributions to the parent of such Subsidiary, (c) any
Domestic Subsidiary Guarantee contemplated hereunder or (d) any Foreign
Subsidiary Guarantee contemplated hereunder.

     

    Section
5.9. Compliance With
Environmental Laws.  Except in compliance with all applicable
Environmental Laws (and except to the extent that noncompliance would not have a
Material Adverse Effect), (a) use any of the Real Estate or any portion thereof
for the handling, processing, storage or disposal of Hazardous Substances, (b)
cause or permit to be located on any of the Real Estate any underground tank or
other underground storage receptacle for Hazardous Substances, or (c) generate
any Hazardous Substances on any of the Real Estate.

     

    
      
        
        

      

      
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    Section
5.10. Limitation on
Investments.  Make any Investments, except: (a) Investments
held by the Company or a Subsidiary in the form of cash equivalents; (b)
advances to officers, directors, and employees of the Company and Subsidiaries
in an aggregate amount not to exceed $5,000,000 at any time outstanding for
travel, entertainment, relocation and analogous ordinary business purposes; (c)
Investments of the Company in any Subsidiary and Investments of any Subsidiary
in the Company or in another Subsidiary; (d) Investments consisting of
extensions of credit in the nature of accounts receivable or notes receivable
arising from the grant of trade credit in the ordinary course of business, and
Investments received in satisfaction or partial satisfaction thereof from
financially troubled account debtors to the extent reasonably necessary in order
to prevent or limit loss; (e) Guarantees permitted by Section 5.2 ; (f)
acquisitions permitted by Section 5.11; and (f)
other Investments not exceeding $15,000,000 in the aggregate in any fiscal year
of the Company.

     

    Section
5.11. Limitation on
Acquisitions.  Enter into any stock or asset acquisition other
than: (a) the acquisition of assets in the ordinary course of such Person’s
business and (b) Acquisitions provided (i) no Default or Event of Default has
occurred and is continuing or would result therefrom, (ii) the assets or
business subject to such acquisition is in substantially the same or similar
type of business as the Company, (iii) the board of directors (in the case of an
asset acquisition) and the shareholders (in the case of a stock acquisition) or
both (if required by Requirements of Law) of any Person to be acquired has
approved the terms of such Acquisition, and (iv) the Company delivers to the
Administrator on or before the date on which it or any of its Subsidiaries
agrees to or consummates any Acquisition having a purchase price in excess of
$15,000,000, a Compliance Certificate and pro forma financial
statements, in form and substance satisfactory to the Co-Administrative Agents,
showing that on a pro forma basis no Default or Event of Default will occur over
the twelve (12) month period following the effective date of such
Acquisition.

     

    Section
5.12. Fiscal
Year.  Permit the fiscal year of the Company to end on a day
other than December 31.

     

    Section
5.13. Limitations on Transfers to
Foreign Subsidiaries.  Notwithstanding any provision herein to
the contrary, in no event shall the sum of (a) the principal amount of all
Loans, together with accrued and unpaid interest, provided to Borrowers that are
Foreign Subsidiaries, plus (b) the
principal amount of all loans under the Existing Credit Agreement, together with
accrued and unpaid interest, outstanding to Borrowers that are Foreign
Subsidiaries, plus (c) the face
amount of all letters of credit under the Existing Credit Agreement issued and
outstanding for the account of Foreign Subsidiaries, plus (d) Contingent
Liabilities of Domestic Subsidiaries for the benefit of Foreign Subsidiaries
incurred after the date hereof, plus (e) Investments
of the Company and Domestic Subsidiaries in Foreign Subsidiaries (including
intercompany loans) made after the date hereof, exceed $15,000,000 in the
aggregate at any one time outstanding; provided, that
Investments made in Foreign Subsidiaries shall not be subject to the
restrictions set forth herein, solely to the extent such Investments were made
in connection with the UK Acquisition; provided, that the
Investments of up to $125 million shall be permitted with respect to Brookhouse
Holdings Limited or any of its Subsidiaries pursuant to the UK Acquisition and
such Investments shall not count towards the limitations in this Section
5.13.

     

    
      
        
        

      

      
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    Section
5.14. Most Favored
Lender.  Agree to, with or for the benefit of the holder(s) of
any Indebtedness of, or commitments to provide loans to, the Company or any of
its Subsidiaries under the Existing Credit Agreement (or any refinancing or
replacement thereof), any financial or restrictive covenants or events of
default which are more restrictive than, or in addition to, the financial or
negative covenants or Events of Default contained in this Agreement, or the
granting of security, unless the Obligors have entered into an agreement with
the Banks, in form and substance reasonably satisfactory to the Banks, whereby
such financial or negative covenants or events of default or provisions
regarding security are added to this Agreement.  In addition, if any
provisions of the Existing Credit Agreement are updated (including to be
consistent with current practices), the Company will allow this Agreement to be
modified or supplemented on similar terms.

     

    ARTICLE
VI

     

    FINANCIAL
COVENANTS

     

    The
Company covenants and agrees with each of the Co-Administrative Agents and the
Banks that, at the time of the requesting or making of any Loan and so long as
any Loan remains outstanding or any Fees or interest payable hereunder remains
unpaid after becoming due and payable, unless the Majority Banks otherwise
consent in writing, the Company shall not:

     

    Section
6.1. Fixed Charge Coverage
Ratio.  Cause or permit the ratio of (a) the Company’s EBITDA
for the four (4) most recently completed fiscal quarters of the Company, to (b)
the aggregate consolidated interest expense on borrowed money (including the
Obligations) (net of cash income from Investments) of the Company and its
Subsidiaries for such four fiscal quarters to be no less than 3.00 to
1.0.

     

    Section
6.2. Consolidated Total
Indebtedness to Total Capitalization.  Cause or permit the
Company’s Consolidated Total Indebtedness to exceed fifty-five percent (55%) of
its Total Capitalization at any time.

     

    Section
6.3. Consolidated Accounts
Receivable and Inventory to Consolidated Total Indebtedness
Ratio.  At any time that the Company’s Adjusted Fixed Charge
Coverage Ratio does not exceed 6.00 to 1.00, cause or permit the ratio of (a)
the aggregate amount of (i) the Applicable Kaman Entities’ Eligible Accounts for
which invoices have been issued and are payable plus (ii) the
Eligible Inventory of the Applicable Kaman Entities, in each case calculated as
at the end of the most recently completed fiscal quarter of the Company, to (b)
without duplication, the Company’s Consolidated Total Indebtedness plus all letters of
credit whether or not drawn, issued for the account of the Company and its
Subsidiaries as at the end of any fiscal quarter, to be no less than 1.60 to
1.0.

     

    ARTICLE
VII              

     

    EVENTS OF DEFAULT; CERTAIN
REMEDIES

     

    Section
7.1. Events of
Default.  The occurrence of any one or more of the following
events or conditions shall constitute an “Event of
Default”:

     

    
      
        
        

      

      
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        (a) the
principal amount due upon any Loan is not paid when due, whether at maturity, by
acceleration or otherwise, or the Company shall default in the payment or any
deposit of cash for collateral purposes pursuant to Section
1.5;

     

        (b) any
interest on any Loan or any Fee due hereunder is not paid within five (5)
Business Days of the due date thereof;

     

        (c) default
is made in the due observance or performance of any covenant, term or agreement
contained in Section 4.10, Section 5.4 and Section 5.5 of this
Agreement;

     

        (d) default
is made in the due observance or performance of any covenant, term or agreement
contained in this Agreement (other than those referred to in this Section 7.1(a), Section 7.1(b) or Section 7.1(c))  or
in any other Credit Document, and such default continues unremedied for a period
of thirty (30) days after any executive, legal or financial officer of the
Company becomes aware or is notified by either of the Co-Administrative Agents
of such default, whichever first occurs;

     

        (e) any
representation made by the Company or any other Obligor in Article II of this
Agreement or in any other Credit Document shall be false or incorrect in any
material respect on the date as of which made or deemed to have been made or
repeated, unless (i) (A) the fact or condition which made such representation
false or incorrect is changed or remedied, within 15 days after any executive,
legal or financial officer of the Company becomes aware of such
misrepresentation, to make such representation true and correct in all material
respects, or (B) the Company shall have disclosed, or shall have caused to have
been disclosed, in reasonable detail to each of the Co-Administrative Agents and
each of the Banks the nature and extent of such misrepresentation within 15 days
after any executive, legal or financial officer of the Company becomes aware of
such misrepresentation, and (ii) no Material Adverse Effect shall have occurred
as a result of the fact or condition which made such representation false or
incorrect;

     

        (f) (i) any
“Event of Default” shall occur under the Existing Credit Agreement, as the same
is in effect from time to time or (ii) any obligation of the Company or any
Subsidiary for the payment of Indebtedness in excess of Five Million Dollars
($5,000,000), individually or in the aggregate, (A) becomes or is declared to be
due and payable prior to the stated maturity thereof as a result of a default by
the Company or any Subsidiary, (B) is not paid when due or within any grace
period for the payment thereof, or (C) is evidenced or secured by an agreement
pursuant to which there shall occur any default in the performance or observance
of any other term, condition or agreement if the effect of such default is to
cause or permit the holder or holders of such obligation to cause such
obligation to become due prior to its stated maturity;

     

        (g) the
Company or any Subsidiary makes an assignment for the benefit of creditors;
admits in writing its inability to pay its debts as they become due; files a
voluntary petition in bankruptcy; is adjudicated bankrupt or insolvent; files or
consents to the filing of any petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment, dissolution, liquidation
or similar relief under any present or future statute, law or regulation of any
jurisdiction; petitions or applies to any tribunal for any receiver, liquidator,
fiscal agent or any other similar agent or any trustee; or there is commenced
against the Company or any Subsidiary any such proceeding without the consent of
the Company or such Subsidiary which is not dismissed within thirty (30) days
after the commencement thereof;

     

    
      
        
        

      

      
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        (h) any
Change of Control occurs;

     

        (i) the
Agreement, the Notes,  any Domestic Subsidiary Guarantee or any
Foreign Subsidiary Guarantee shall (except in accordance with its terms or
except as expressly permitted under this Agreement), in whole or in part,
terminate, cease to be effective or cease to be the legally valid, binding and
enforceable obligation of any Obligor party thereto; or the Company or any other
Obligor shall, directly or indirectly, contest in any manner such effectiveness,
validity, binding nature or enforceability;

     

        (j) there is
entered against the Company or any Subsidiary (i) a final judgment or order for
the payment of money in an aggregate amount exceeding $5,000,000 (to the extent
not covered by independent third-party insurance as to which the insurer does
not dispute coverage), or (ii) any one or more non-monetary final judgments that
have, or could reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect and, in either case, (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a period
of ten (10) consecutive days during which a stay of enforcement of such
judgment, by reason of a pending appeal or otherwise, is not in
effect.

     

    Section
7.2. Acceleration of
Obligations.  If any one or more Events of Default shall at any
time be continuing, the Co-Administrative Agents may, and, upon the written
direction of the Majority Banks, shall, by giving notice to the Company, declare
all of the Obligations, including the entire unpaid principal of all the Loans,
all of the unpaid interest or fees accrued thereon, and all (if any) other sums
payable by the Company or such other Obligor under this Agreement, the Notes or
any of the other Credit Documents, to be immediately due and payable; except
that upon the occurrence of any Event of Default under Section 7.1(g), all
of the Obligations, including the entire unpaid principal of all the Loans, all
of the unpaid interest or fees accrued thereon, and all (if any) other sums
payable by the Company or such other Obligor under this Agreement, the Notes or
any of the other Credit Documents shall automatically and immediately be due and
payable, without notice or demand.  Thereupon, all of such Obligations
which are not already due and payable shall forthwith become and be absolutely
and unconditionally due and payable, without any further notice (or any notice,
as the case may be), or any other formalities of any kind, all of which are
hereby expressly and irrevocably waived.

     

    Section
7.3. Exercise of Other
Remedies.  If any one or more Defaults shall be continuing
under Section
7.1(d), or if any one or more Events of Default shall be continuing,
then, subject always to the provisions of Section 8.10, each of
the Banks, each Co-Administrative Agent and the Administrator may proceed to
protect and enforce all or any of its rights, remedies, powers and privileges
under this Agreement, the Notes or any of the other Credit Documents by action
at law, suit in equity or other appropriate proceedings, whether for specific
performance of any covenant contained in this Agreement, any Note or any other
Credit Document or in aid of the exercise of any power granted to the
Administrator, any Co-Administrative Agent or any Bank herein or
therein.

     

    
      
        
        

      

      
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    Section
7.4. No Implied Waivers; Rights
Cumulative.  No delay on the part of the Administrator, any
Co-Administrative Agent or any Bank in exercising any right, remedy, power or
privilege under this Agreement, any of the Notes or any of the other Credit
Documents provided by statute or at law or in equity or otherwise shall impair,
prejudice or constitute a waiver of any such right, remedy, power or privilege
or be construed as a waiver of any Default or Event of Default or as an
acquiescence therein.  No right, remedy, power or privilege conferred
on or reserved to the Administrator, any Co-Administrative Agent or any Bank
under this Agreement, any of the Notes or any of the other Credit Documents or
otherwise is intended to be exclusive of any other right, remedy, power or
privilege.  Each and every right, remedy, power and privilege
conferred on or reserved to the Administrator, any Co-Administrative Agent or
any Bank under this Agreement, any of the Notes or any of the other Credit
Documents or otherwise shall be cumulative and in addition to each and every
other right, remedy, power or privilege so conferred on or reserved to the
Administrator, any such Co-Administrative Agent or any such Bank and (subject to
the provisions of Section 8.10) may be
exercised at such time or times and in such order and manner as the
Administrator, any Co-Administrative Agent or any such Bank shall (in its sole
and complete discretion) deem expedient.

     

    Section
7.5. Set-Off.  Any
deposits or other sums at any time credited by or due from any Bank to any
Borrower and any securities or other property of any Borrower in any Bank’s
possession may at all times be held and treated as collateral security for the
payment and performance of the Obligations, and each Borrower hereby grants to
each of the Banks a continuing security interest in such deposits, sums,
securities or other property maintained with such Bank.  Regardless of
the adequacy of any collateral, while any Event of Default is continuing, any
deposits or other sums credited by or due from any of the Banks to each Borrower
may be appropriately applied to or set-off against any of the Obligations due to
such Bank hereunder without notice to the Borrowers or compliance with any other
condition precedent now or hereafter imposed by statute, rule of law or
otherwise (all of which are hereby expressly waived by each
Borrower).  Each Bank agrees with each other Bank that (i) if an
amount to be set off is to be applied to indebtedness of any Borrower to such
Bank, other than the Obligations, such amount shall be applied ratably to such
other indebtedness and to the Obligations, and (ii) if such Bank shall receive
from any Borrower, whether by voluntary payment, exercise of the right of
setoff, counterclaim, cross action, enforcement of the claim evidenced by this
Agreement by proceedings against the Borrowers, whether at law or in equity or
by proof thereof in bankruptcy, reorganization, liquidation, receivership or
similar proceedings, or otherwise, and shall retain and apply to the payment of
the Borrowers’ Obligations to such Bank hereunder, any amount in excess of such
Bank’s ratable portion of the payments to be received by all of the Banks (such
ratable portion being determined in accordance with the other provisions of this
Agreement), such Bank will promptly make such disposition and arrangements with
the other Banks with respect to such excess, either by way of distribution,
pro tanto assignment of
claims, subrogation or otherwise as shall result in each Bank receiving in
respect of the Obligations to it of the Borrowers such Bank’s proportionate
payment; provided, that if all
or any part of such excess payment is thereafter recovered from such Bank, such
disposition and arrangements shall be rescinded and the amount restored to the
extent of such recovery, but without interest.

     

    
      
        
        

      

      
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    ARTICLE
VIII

     

    THE CO-ADMINISTRATIVE
AGENTS

    AND THE
ADMINISTRATOR

     

    Section
8.1. Authorization.  Each
of the Banks hereby appoints, and authorizes to act, each of Scotia Capital and
Bank of America as Co-Administrative Agents and Bank of America as the
Administrator for the Banks with respect to this Agreement, the Notes and each
of the other Credit Documents, and each of the Co-Administrative Agents and the
Administrator hereby agrees to so act as agent for the Banks, on the terms and
subject to the conditions set forth in this Article
VIII.  All payments made by the Borrowers to the Administrator,
for the benefit of the Banks, shall be distributed by the Administrator to the
Banks as set forth herein promptly after receipt thereof in immediately
available funds.  Each Bank irrevocably authorizes the Administrator
and/or the Co-Administrative Agents, as the case may be, as the agent of such
Bank to take such action on its behalf under the provisions of this Agreement
and the Notes and each of the other Credit Documents and to exercise such powers
hereunder and thereunder as are specifically delegated to the Administrator
and/or the Co-Administrative Agents by the terms hereof and thereof, together
with such powers as are reasonably incidental thereto.  With respect
to the Loans made pursuant hereto, each of the Co-Administrative Agents shall
have the same obligations and the same rights, powers and privileges (a) with
respect to its Commitment and the Loans made by it in its role as a Bank
hereunder, and (b) as the holder of any of the Notes, as any other Bank and may
freely exercise the same.

     

    Section
8.2. No
Liability.  Neither of the Co-Administrative Agents nor the
Administrator any of their respective shareholders, directors, officers,
employees or agents nor any other Person assisting them in their duties nor any
agent or employee thereof shall be liable to any of the Banks for any waiver,
consent or approval given or any action taken, or omitted to be taken, in good
faith by it or them hereunder or under any other Credit Document, or in
connection herewith or therewith or be responsible to the Banks for the
consequences of any oversight or error of judgment whatsoever, except that each
of the Co-Administrative Agents and the Administrator may be liable for losses
due to its willful misconduct or gross negligence.

     

    Section
8.3. Conditions of Acting as
Administrator and of Accepting Appointment as a Co-Administrative
Agent.  The Administrator agrees to act as Administrator, and
each of the Co-Administrative Agents accepts its appointment as a
Co-Administrative Agent, upon the following conditions set forth in this Section
8.3.

     

        (a) Each of
the Co-Administrative Agents and the Administrator may execute any of its duties
hereunder by or through agents or employees and shall be entitled to rely upon
advice of counsel concerning all legal matters pertaining to the agency hereby
created and its duties hereunder.

     

    
      
        
        

      

      
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        (b) Neither
of the Co-Administrative Agents nor the Administrator shall (i) be responsible
to the Banks for any recitals, statements, warranties or representations herein,
in any other Credit Document or in any related agreements furnished to either of
the Co-Administrative Agents, the Administrator or any of the Banks by or on
behalf of the Company or any other Obligor, or (ii) be bound to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
covenants or agreements herein or under any other Credit Document on the part of
the Company or any other Obligor.  Any such inquiry which may be made
by either of the Co-Administrative Agents or the Administrator shall not
obligate such Person to make any further inquiry or to take any
action.

     

        (c) Each of
the Co-Administrative Agents and the Administrator shall be entitled to rely
upon any Note, notice, consent, certificate, affidavit, letter, telegram,
teletype message, statement, order, telephone communication or other document or
communication believed by it to be genuine and correct and to have been signed
or communicated to it by the proper Person or Persons and, in respect of legal
matters, upon the advice of counsel selected by the Co-Administrative
Agents.  Any request, authority or consent of any Person who at the
time of making such request or giving such authority or consent is a Bank
hereunder shall be conclusive and binding on any subsequent transferee or
assignee of such Bank.

     

        (d) Neither
of the Co-Administrative Agents nor the Administrator shall be responsible to
any Bank for the validity or enforceability of this Agreement or any of the
Notes or any of the other Credit Documents or for the validity, enforceability
or collectibility of any amounts owing with respect to this Agreement or any of
the Notes or any of the other Credit Documents.

     

        (e) Neither
of the Co-Administrative Agents nor the Administrator has made nor does it now
make any representations or warranties, express or implied, nor does it assume
any liability to the Banks with respect to the creditworthiness or financial
condition of the Company or any of its Subsidiaries.

     

        (f) Neither
of the Co-Administrative Agents nor the Administrator shall be responsible to
(i) any party on account of the failures of, or delay in performance or breach
by, any Bank (except for such Co-Administrative Agent or the Administrator, in
its capacity as a Bank in respect of its obligations as such) of its obligations
hereunder or (ii) any Bank on account of the failure of or delay in performance
or breach by any other Bank or any Borrower hereunder or under the Notes or
under any of the other Credit Documents or in connection herewith or
therewith.

     

    Section
8.4. Co-Administrative Agents;
Administrator; Documentation Agent.  In addition to Section 8.3, and
except as otherwise expressly set forth in this Agreement, none of the Banks
identified on the signature pages of this Agreement as a “Co-Administrative
Agent” or as an “Administrator” shall
have any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Banks as such.  Without
limiting the foregoing, none of the Banks so identified as a “Co-Administrative
Agent” or as an “Administrator” shall
have or be deemed to have any fiduciary relationship with any
Bank.  Each Bank acknowledges that it has not relied, and will not
rely, on any of the Banks so identified in deciding to enter into this Agreement
or in taking or not taking action hereunder or under any other Credit
Document.

     

    
      
        
        

      

      
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    Section
8.5. Payments Generally;
Administrator’s Clawback. 

     

        (a) General.  All
payments to be made by the Borrowers shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff.  Except
as otherwise expressly provided herein and except with respect to principal of
and interest on Loans denominated in an Alternative Currency, all payments by
the Borrowers hereunder shall be made to the Administrator, for the account of
the respective Banks to which such payment is owed, at the applicable
Administrator’s Funding Office in Dollars and in Same Day Funds not later than
2:00 p.m. on the date specified herein.  Except as otherwise expressly
provided herein, all payments by the Borrowers hereunder with respect to
principal and interest on Loans denominated in an Alternative Currency shall be
made to the Administrator, for the account of the respective Banks to which such
payment is owed, at the applicable Administrator’s Funding Office in such
Alternative Currency and in Same Day Funds not later than the Applicable Time
specified by the Administrator on the dates specified herein. Without limiting
the generality of the foregoing, the Administrator may require that any payments
due under this Agreement be made in the United States.  If, for any
reason, any Borrower is prohibited by any Law from making any required payment
hereunder in an Alternative Currency, such Borrower shall make such payment in
Dollars in the Dollar Equivalent of the Alternative Currency payment
amount.  The Administrator will promptly distribute to each Bank its
Applicable Percentage (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Bank’s lending
office.  All payments received by the Administrator (i) after
2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable
Time specified by the Administrator in the case of payments in an Alternative
Currency, shall in each case be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue.  If
any payment to be made by any Borrower shall come due on a day other than a
Business Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected in computing interest or fees, as the case
may be.

     

        (b) (i)  Funding by Bank; Presumption
by Administrator.  Unless the Administrator shall have received
notice from a Bank prior to the proposed date of any Borrowing of Eurocurrency
Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00
noon on the date of such Borrowing) that such Bank will not make available to
the Administrator such Bank’s share of such Borrowing, the Administrator may
assume that such Bank has made such share available on such date in accordance
with Section
1.2 (or, in the case of a Borrowing of Base Rate Loans, that such Bank
has made such share available in accordance with and at the time required by
Section 1.2)
and may, in reliance upon such assumption, make available to the applicable
Borrower a corresponding amount.  In such event, if a Bank has not in
fact made its share of the applicable Borrowing available to the Administrator,
then the applicable Bank and the applicable Borrower severally agree to pay to
the Administrator forthwith on demand such corresponding amount in Same Day
Funds with interest thereon, for each day from and including the date such
amount is made available to such Borrower to but excluding the date of payment
to the Administrator, at (A) in the case of a payment to be made by such Bank,
the Overnight Rate and (B) in the case of a payment to be made by such Borrower,
the interest rate applicable to Base Rate Loans.  If such Borrower and
such Bank shall pay such interest to the Administrator for the same or an
overlapping period, the Administrator shall promptly remit to such Borrower the
amount of such interest paid by such Borrower for such period.  If
such Bank pays its share of the applicable Borrowing to the Administrator, then
the amount so paid shall constitute such Bank’s Loan included in such
Borrowing.  Any payment by such Borrower shall be without prejudice to
any claim such Borrower may have against a Bank that shall have failed to make
such payment to the Administrator.

     

    
      
        
        

      

      
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          (ii) Payments by Borrowers;
Presumptions by Administrator.  Unless the Administrator shall
have received notice from a Borrower prior to the date on which any payment is
due to the Administrator for the account of the Banks hereunder that such
Borrower will not make such payment, the Administrator may assume that such
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Banks the amount
due.  In such event, if such Borrower has not in fact made such
payment, then each of the Banks severally agrees to repay to the Administrator
forthwith on demand the amount so distributed to such Bank, in Same Day Funds
with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrator, at
the Overnight Rate.

     

    A notice
of the Administrator to any Bank or Borrower with respect to any amount owing
under this subsection (b) shall be conclusive, absent manifest
error.

     

        (c) Failure to Satisfy
Conditions Precedent.  If any Bank makes available to the
Administrator funds for any Loan to be made by such Bank to any Borrower as
provided in the foregoing provisions of Article I, and such
funds are not made available to such Borrower by the Administrator because the
conditions to the Loans set forth in Article III are not
satisfied or waived in accordance with the terms hereof, the Administrator shall
return such funds (in like funds as received from such Bank) to such Bank,
without interest.

     

        (d) Obligations of Banks
Several.  The obligations of the Banks hereunder to make Loans
and to make payments pursuant to Section 8.7 are
several and not joint.  The failure of any Bank to make any Loan, to
fund any such participation or to make any payment under Section 8.7 on any
date required hereunder shall not relieve any other Bank of its corresponding
obligation to do so on such date, and no Bank shall be responsible for the
failure of any other Bank to so make its Loan, to purchase its participation or
to make its payment under Section
8.7.

     

        (e) Funding
Source.  Nothing herein shall be deemed to obligate any Bank to
obtain the funds for any Loan in any particular place or manner or to constitute
a representation by any Bank that it has obtained or will obtain the funds for
any Loan in any particular place or manner, except in compliance with applicable
banking laws.

     

    
      
        
        

      

      
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    Section
8.6. Modification of this
Agreement, the Notes and each of the other Credit Documents; Waivers and
Consents.  The Majority Banks shall have the power to assent to
and authorize any modification of any of the provisions of this Agreement, the
Notes or any of the other Credit Documents and to waive or consent to any
deviation from or violation of the provisions of this Agreement, the Notes or
any of the other Credit Documents which may be requested by the Company
(including waivers of Defaults or Events of Default), and any such assent,
authorization, waiver or consent shall be binding upon all of the Banks and all
holders of the Notes as though such actions were specifically and expressly
authorized by the terms hereof; provided, that no such assent, authorization,
waiver or consent shall, without the consent of each Bank (with Obligations of
the type being directly affected thereby) :

     

        (a) amend or
waive the obligation of the Company or any Borrower to pay the principal of each
of the Loans as and when the same becomes due and to pay interest on each of
them as the same shall become due from time to time;

     

        (b) reduce
the principal amount of any Note or the interest rate thereon;

     

        (c) amend,
modify or waive the definition of “Applicable Margin”,
“Maturity Date”
or “Majority
Banks”;

     

        (d) waive a
Default or Event of Default under Section 7.1(a), Section 7.1(b)
or Section
7.1(f);

     

        (e) amend,
modify or waive the provisions of Section 2.4(b), Section 4.10 or Section
5.1;

     

        (f) amend or
modify any Domestic Subsidiary Guarantee, or release any Borrower from any
Obligations hereunder, or release any Subsidiary from any Obligations under any
Domestic Subsidiary Guarantee, (unless such release of a Domestic Subsidiary
Guarantor is in connection with the sale of all of the capital stock or all or
substantially all of the assets of any Domestic Subsidiary Guarantor and such
sale is permitted by this Agreement, in which case such Domestic Subsidiary
Guarantor shall be automatically released from any and all obligations under its
Domestic Subsidiary Guarantee);

     

        (g) amend or
modify any Foreign Subsidiary Guarantee, or release any Borrower from any
Obligations hereunder, or release any Subsidiary from any Obligations under any
Foreign Subsidiary Guarantee, (unless such release of a Foreign Subsidiary
Guarantor is in connection with the sale of all of the capital stock or all or
substantially all of the assets of any Foreign Subsidiary Guarantor and such
sale is permitted by this Agreement, in which case such Foreign Subsidiary
Guarantor shall be automatically released from any and all obligations under its
Foreign Subsidiary Guarantee);

     

        (h) amend,
modify or waive the provisions of this Section
8.6;

     

    
      
        
        

      

      
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        (i) amend,
modify or waive the provisions of Section 1.4 which
relate to the Company’s obligations to deposit cash for collateral purposes;
and

     

    and further provided,
that:

     

        (A) the
interests, rights or obligations of any Co-Administrative Agent or Administrator
shall not be adversely affected unless consented to by such Co-Administrative
Agent or Administrator.

     

    Section
8.7. Costs of Co-Administrative
Agents; Indemnification.  Each Bank agrees to reimburse each of
the Co-Administrative Agents, pro rata (in accordance with
the amount of Loans owing to such Bank), for all costs, expenses, and
disbursements (including reasonable attorneys’ fees and disbursements and
amounts paid to consultants and agents retained by such Co-Administrative
Agents) incurred by, or asserted against, such Co-Administrative Agent and not
reimbursed by the Company.  Without limitation of the foregoing, each
Bank agrees to indemnify the issuer and each of the Co-Administrative Agents and
the Administrator (to the extent not reimbursed by the Company) ratably, as
aforesaid, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses, or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against such Co-Administrative Agent or the Administrator in any way
relating to or arising out of this Agreement, the Notes or any of the other
Credit Documents or any action taken or omitted by such Co-Administrative Agent
or the Administrator under this Agreement or the Notes or any of the other
Credit Documents, except to the extent that the same may result from the gross
negligence or willful misconduct of such Co-Administrative Agent or the
Administrator; provided, that at all
times during the continuance of an Event of Default, the aforesaid reimbursement
and indemnity obligations of each Bank shall be determined by each Bank’s pro
rata share of the aggregate of the Company’s Obligations (including all Loans)
outstanding at such time under this Agreement, the Notes and each of the other
Credit Documents.  Each of the Co-Administrative Agents and the
Administrator shall be fully justified in failing or refusing to take any action
under this Agreement or any other Credit Document unless it shall first receive
such advice or concurrence of the Majority Banks as it deems appropriate or it
shall first be indemnified to its satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.  In all cases each of the
Co-Administrative Agents and the Administrator shall be fully protected in
acting, or in refraining from acting, under this Agreement and the Notes and the
other Credit Documents in accordance with a request of the Majority Banks, and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Banks and all future holders of the Notes.  If
any indemnity in favor of any Co-Administrative Agent or the Administrator shall
be or become, in such Co-Administrative Agent’s or the Administrator’s
reasonable determination, inadequate, such Co-Administrative Agent or the
Administrator, as the case may be, may call for additional indemnification from
the Banks and cease to do the acts indemnified against hereunder until such
additional indemnity is given.

     

    
      
        
        

      

      
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    Section
8.8. Non-Reliance on
Co-Administrative Agents and the Administrator; Assignment.

     

        (a) Each Bank
hereby represents that it has made its own independent investigation with
respect to the creditworthiness and financial condition of the Company and its
Subsidiaries and has not relied upon any statement or document furnished to it
by any Co-Administrative Agent or the Administrator, or any warranty, either
express or implied, by any Co-Administrative Agent or the
Administrator.  Each Bank also acknowledges that it will,
independently of each of the Co-Administrative Agents, the Administrator and
each other Bank, and based on such other documents, information and
investigations as it shall deem appropriate at any time, continue to make its
own credit decisions as to exercising or not exercising from time to time any
rights and privileges available to it under this Agreement or any of the other
Credit Documents.

     

        (b) Each Bank
further represents and warrants that it is entering into this Agreement for
investment purposes and not with the present intention of distribution or
resale.  Except as permitted by Section 10.5 below,
no Bank may assign its Commitments and/or obligations hereunder without the
prior consent of the Co-Administrative Agents and the Company and any such
transfers must comply with all applicable Laws.

     

    Section
8.9. Successor
Administrator.  The Administrator may resign at any time by
giving thirty (30) days written notice thereof to the Banks and the
Company.  A successor Administrator shall be appointed upon a vote of
the Majority Banks.  Upon the acceptance of any appointment as
Administrator hereunder by a substitute or successor Administrator, such
substitute or successor Administrator shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Administrator, and the retiring Administrator shall be discharged from its
duties and obligations under this Agreement from the date of its resignation as
specified in such notice, but such resignation shall not discharge the
Administrator from any liability incurred in the discharge of its duties
hereunder before such resignation.  If no successor Administrator
shall have been appointed by the Majority Banks and have accepted such
appointment within 30 days of the retiring Administrator’s giving notice of
resignation, then the retiring Administrator’s resignation shall nonetheless
become effective and (a) the retiring Administrator shall be discharged from its
duties and obligations hereunder and (b) the Majority Banks shall perform the
duties of the Administrator (and all payments and communications provided to be
made by, to or through the Administrator shall instead be made to each Bank
directly) until such time as the Majority Banks appoint a successor
Administrative Agent pursuant to this Section
8.9.

     

    Section
8.10. Action by the
Administrator.  Except as otherwise provided in this Agreement,
the Administrator will take such action, assert such rights and pursue such
remedies under this Agreement, the Notes and any of the other Credit Documents
as the Majority Banks shall direct and as it shall be entitled to do
so.  Except as otherwise expressly provided in this Agreement, the
Administrator will not (and will not be obligated to) take any action, assert
any rights or pursue any remedies under this Agreement or any of the Notes or
any of the other Credit Documents in violation or contravention of any express
direction or instruction of the Majority Banks.  The Administrator may
refuse (and will not be obligated) to take any action, assert any rights or
pursue any remedies under this Agreement or any of the Notes or any of the other
Credit Documents without the express written direction and instruction of the
Majority Banks.  No Bank (other than the Administrator, acting in its
capacity as such) shall be entitled to take any action of any kind under this
Agreement or any Note or any of the other Credit Documents, other than to
enforce payment of amounts due and payable hereunder or under any Note issued to
such Bank.

     

    
      
        
        

      

      
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    ARTICLE
IX

     

    DEFINITIONS

     

    Section
9.1. Accounting Terms, Changes in
GAAP or FASB Standards; Rules of Interpretation.  Unless
otherwise defined, all accounting terms shall be construed, and all computations
or classifications of assets and liabilities and of income and expenses shall be
made or determined, on a consolidated basis in accordance with
GAAP.  If either GAAP or FASB Standards are changed in the future in
such a way as to materially and adversely change the effect of the financial
covenants and reporting requirements as presently contained in this Agreement,
the Company and the Banks agree to negotiate in good faith to amend the relevant
portions of this Agreement which are controlled or determined by the application
of GAAP or FASB Standards, so that such relevant portions shall continue to
afford to the Banks the same information, protections and covenants as provided
and contained in this Agreement in its form on this date.  The defined
terms used in this Agreement shall apply equally to both the singular and the
plural form of the terms defined.  All references herein to Sections
and clauses shall be deemed references to Sections and clauses of this Agreement
unless the context shall otherwise require.  Each reference herein to
a particular Person (including each of the Banks) shall be deemed to include a
reference to such Person’s successors and permitted assigns.  Whenever
used in this Agreement, the words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”.

     

    Section
9.2. Exchange Rates; Currency
Equivalents.  (a)  The Administrator, shall determine
the Spot Rates as of each Revaluation Date to be used for calculating Dollar
Equivalent amounts of Outstanding Amounts denominated in Alternative
Currencies.  Such Spot Rates shall become effective as of such
Revaluation Date and shall be the Spot Rates employed in converting any amounts
between the applicable currencies until the next Revaluation Date to
occur.  Except for purposes of financial statements delivered by
Obligors hereunder or calculating financial covenants hereunder or except as
otherwise provided herein, the applicable amount of any currency (other than
Dollars) for the purposes of the Credit Documents shall be such Dollar
Equivalent amount as so determined by the Administrator, absent manifest
error.

     

        (b) Wherever
in this Agreement in connection with a Borrowing, the conversion, continuation
or prepayment of a Eurocurrency Rate Loan, an amount, such as a required minimum
or multiple amount, is expressed in Dollars, but such Borrowing or Eurocurrency
Rate Loan is denominated in an Alternative Currency, such amount shall be the
relevant Alternative Currency Equivalent of such Dollar amount (rounded to the
nearest unit of such Alternative Currency, with 0.5 of a unit being rounded
upward), as determined by the Administrator, absent manifest error.

     

    
      
        
        

      

      
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    Section
9.3. Intentionally Left
Blank.  

     

    Section
9.4. Change of
Currency.  (a)  Each obligation of the Borrowers to
make a payment denominated in the national currency unit of any member state of
the European Union that adopts the Euro as its lawful currency after the date
hereof shall be redenominated into Euro at the time of such adoption (in
accordance with the EMU Legislation).  If, in relation to the currency
of any such member state, the basis of accrual of interest expressed in this
Agreement in respect of that currency shall be inconsistent with any convention
or practice in the London intrabank market for the basis of accrual of interest
in respect of the Euro, such expressed basis shall be replaced by such
convention or practice with the effect from the date on which such member state
adopts the Euro as its lawful currency; provided, that if any
Borrowing in the currency of such member state is outstanding immediately prior
to such date, such replacement shall take effect, with respect to such
Borrowing, at the end of the then current Interest Period.

     

        (b) Each
provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrator may from time to time specify to be
appropriate to reflect the adoption of the Euro by any member state of the
European Union and any relevant market conventions or practices relating to the
Euro.

     

        (c) Each
provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrator may from time to time specify to be
appropriate to reflect a change in currency of any other country and any
relevant market conventions or practices relating to the change in
currency.

     

    Section
9.5. Times of
Day.  Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as
applicable).

     

    Section
9.6. Other
Definitions.  As used herein, in the Notes and (unless
otherwise provided therein) in each other Credit Document or in any certificate,
document or report delivered pursuant to this Agreement, the following terms
shall have the following meanings:

     

    “Accounts Receivable”
means all rights of any Applicable Kaman Entity to payment for goods sold,
leased or otherwise marketed in the ordinary course of business and all rights
of any Applicable Kaman Entity to payment for services rendered in the ordinary
course of business and all sums of money or other proceeds due thereon pursuant
to transactions with account debtors, except for that portion of the sum of
money or other proceeds due thereon that relate to sales, use or property taxes
in conjunction with such transactions, recorded on books of account in
accordance with GAAP.

     

    “Acquisition” means
any transaction or series of related transactions consummated on or after the
date hereof, by which the Company or any of its Subsidiaries (a) acquires any
ongoing business or all or substantially all of the assets of any Person or
division thereof, whether through purchase of assets, merger or otherwise, or
(b) directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) a majority of the securities of a
corporation, which securities have ordinary voting power for the election of
directors (other than securities having such power only by reason of the
happening of a contingency) or a majority (by percentage and voting power) of
the outstanding partnership interests of a partnership or membership interests
of a limited liability company.

     

    
      
        
        

      

      
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    “Additional Costs” has
the meaning assigned to such term in Section
1.12(a).

     

    “Adjusted Fixed Charge
Coverage Ratio” means the ratio of (a) the Company’s EBITDA for the four
(4) most recently completed fiscal quarters of the Company, to (b) the aggregate
consolidated interest expense on borrowed money (including the Obligations) (net
of cash income from investments) of the Company and its Subsidiaries for such
four fiscal quarters.

     

    “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrator.

     

    “Administrator” means
Bank of America as the “Administrator” hereunder and any successor, transferee
and assign thereof in such capacity.

     

    “Administrator Fee
Letter” means that letter dated as of August 26, 2008, between the
Administrator, Banc of America Securities LLC and the Company in connection with
this Agreement.

     

    “Administrator’s Funding
Office” means, with respect to any currency, the Administrator’s address
and, as appropriate, account set forth on Schedule 1.1 with
respect to such currency, or such other address or account with respect to such
currency as the Administrator may from time to time notify the
Company.

     

    “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.

     

    “Agreement” means this
Term Loan Credit Agreement, as the same may from time to time be amended,
supplemented or otherwise modified.

     

    “Aggregate
Commitments” means the Commitments of all Banks.

     

    “Alternative Currency”
means each of Euro, British Pound, Australian Dollar.

     

    “Alternative Currency
Equivalent” means, at any time, with respect to any amount denominated in
Dollars, the equivalent amount thereof in the applicable Alternative Currency as
determined by the Administrator at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of
such Alternative Currency with Dollars.

     

    “Alternative Currency
Sublimit” means 105% of the Dollar Equivalent of all Loans outstanding
that are denominated in Alternative Currencies (calculated as of the date such
Loans are made), which sublimit shall decrease on a proportional basis as a
result of any payments of principal of any Loans that are denominated in
Alternative Currencies.

     

    
      
        
        

      

      
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    “Applicable Kaman
Entities” means the Company and its industrial distribution segment and
elements of the aerospace segment, including Kamatics Corporation, RWG
Frankejura Industrie Flugwerklager GmbH, Plastics Fabricating Company, Inc.,
Kaman Dayron, Inc., and Kaman Aerospace Corporation’s Fuzing and Measurement and
Memory operations (the aforementioned segments being the Company’s operating
segments identified pursuant to Statement of Financial Accounting Standards No.
131).

     

    “Applicable Margin”
means a percentage based upon the highest of the then applicable credit ratings
from S&P with respect to Public Senior Debt (whether or not any is
outstanding) as follows:

     

    
      	
              
                 

                Credit Rating

              

            	
              
                Eurocurrency

                Applicable

                Margin

              

            	
              
                 

                Base Rate Applicable
      Margin

              

            
	
              S&P

            	 
      	 
      
	
              ≥
      BBB+

            	
              1.500%

            	
              0.500%

            
	
              ≥
      BBB

            	
              2.000%

            	
              1.000%

            
	
              ≥
      BBB-

            	
              2.375%

            	
              1.375%

            
	
              ≥
      BB+

            	
              2.750%

            	
              1.750%

            
	
              <
      BB

            	
              3.500%

            	
              2.500%

            


    

     

    The
Applicable Margin shall be adjusted on the Business Day after any announcement,
change, or withdrawal of S&P’s rating of the Company’s Public Senior Debt;
provided, that
if at any time the Public Senior Debt of the Company is not rated by S&P, or
if at any time S&P is not in the business of rating debt securities such as
the Company’s Public Senior Debt, then the Company and the Banks shall enter
into good faith negotiations to establish an alternate basis for determining the
Applicable Margin, either with reference to credit ratings from an alternative
rating agency for the Public Senior Debt or on some other basis mutually
acceptable to the Company and the Banks; provided further, that until
such an alternate basis for determining the Applicable Margin is established,
the Applicable Margin shall be the Applicable Margin in effect immediately prior
to such occurrence.  The Company covenants and agrees with each of the
Co-Administrative Agents and the Banks to at all times use its best efforts to
cause S&P to issue credit ratings (either publicly or in the form of letters
to the Co-Administrative Agents) for its Public Senior Debt.

     

    “Applicable
Percentage” means with respect to any Bank at any time, the percentage
(carried out to the ninth decimal place) of the total outstanding Loans
represented by such Bank’s outstanding Loans at such time.  If the
Loans have been repaid, then the Applicable Percentage of each Bank shall be
determined based on the Loans of such Bank most recently in effect, giving
effect to any subsequent assignments.

     

    
      
        
        

      

      
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    “Applicable Time”
means, with respect to any borrowings and payments in any Alternative Currency,
the local time in the place of settlement for such Alternative Currency as may
be determined by the Administrator to be necessary for timely settlement on the
relevant date in accordance with normal banking procedures in the place of
payment.

     

    “Approved Fund” means
any Fund that is administered or managed by (a) a Bank, (b) an Affiliate of a
Bank or (c) an entity or an Affiliate of an entity that administers or manages a
Bank.

     

    “Assignment and
Assumption” means an assignment and assumption agreement, in or
substantially in the form of Exhibit D attached
hereto, entered into by a Bank and an assignee of such Bank pursuant to Section 10.5, and
accepted by the Company and the Co-Administrative Agents.

     

    “Assignee Group” means
two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor.

     

    “Banks” has the
meaning assigned to such term in the preamble to this Agreement.

     

    “Base Rate” means, for
any day a fluctuating rate per annum equal to the higher of (a) the Federal
Funds Rate plus 1⁄2 of 1%, and (b) the rate of interest in effect for such day as
publicly announced from time to time by Bank of America as its “prime
rate”.  The “prime rate” is a rate set by Bank of America based upon
several factors including Bank of America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced
rate.  Any change in such rate announced by Bank of America shall take
effect at the opening of business on the day specified in the public
announcement of such change.

     

    “Base Rate Loan” means
all or any portion of any Loan made hereunder which bears interest based on the
Base Rate.  All Base Rate Loans shall be denominated in
Dollars.

     

    “Borrowers” has the
meaning assigned to such term in the preamble to this Agreement.

     

    “Borrowing” means a
borrowing consisting of simultaneous Loans of the same Type and, in the case of
Eurocurrency Rate Loans, having the same Interest Period made by each of the
Banks pursuant to Section
1.1(a).

     

    “Business Day” means,
with respect to Eurocurrency Rate Loans, any day on which commercial banks are
open for domestic and international dealings in Dollar deposits in Hartford,
Connecticut, New York, New York, Boston, Massachusetts and London, England and,
with respect to any other Loans or any other matters, any day other than a day
on which commercial banks in Hartford, Connecticut, Boston, Massachusetts, and
New York, New York, are required or permitted by law to close.

     

    
      
        
        

      

      
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    “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrator, for the
benefit of the Banks, as collateral for the Obligations, cash or deposit account
balances pursuant to documentation in form and substance reasonably satisfactory
to the Administrator (which documents are hereby consented to by the
Banks).

     

    “Change of Control”
means an event or series of events by which, following January 1,
2008:

     

        (a) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act, 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, 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;

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    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.

     

    “Co-Administrative
Agent” and “Co-Administrative
Agents” shall have the respective meanings ascribed to such terms in the
preamble of this Agreement.

     

    “Co-Lead Arrangers”
means Banc of America Securities LLC and Scotia Capital.

     

    “Co-Lead Arrangers Fee
Letter” means that letter dated as of August 26, 2008 between the
Co-Administrative Agents, Banc of America Securities LLC, and the Company in
connection with this Agreement.

     

    “Code” means the
Internal Revenue Code of 1986 and all rules and regulations promulgated pursuant
thereto, as the same may from time to time be supplemented or
amended.

     

    “Commitment” means,
with respect to each Bank, its obligation to make Term Loans to the Borrowers
pursuant to Section
1.1(a), in an aggregate principal amount at any one time outstanding not
to exceed the amount set forth opposite such Bank’s name on Schedule 1.1 or in
the Assignment and Assumption pursuant to which such Bank becomes a party
hereto, as applicable, as such amount shall be adjusted from time to time in
accordance with this Agreement.

     

    “Company” has the
meaning assigned to such term in the preamble of this Agreement.

     

    “Consolidated Accounts
Receivable and Inventory” means the Company’s consolidated accounts
receivable and inventory, including, without limitation, all goods and to be
sold, leased or otherwise marketed in the ordinary course of business and all
rights of the Company and its Subsidiaries to payment for such goods and all
rights of the Company and its Subsidiaries to payment for services rendered in
the ordinary course of business and all sums of money or other proceeds due
thereon pursuant to transactions with account debtors, except for that portion
of the sum of money or other proceeds due thereon that relate to sales, use or
property Taxes in conjunction with such transactions, recorded on books of
account in accordance with GAAP.

     

    “Consolidated Net
Worth” means the Company’s consolidated shareholders equity (including
any and all Qualifying Preferred Stock) as determined under GAAP.

     

    “Consolidated Tangible
Assets” means the Company’s consolidated assets, excluding all Intangible
Assets.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    “Consolidated Total
Indebtedness” means, as of any date, any Indebtedness of the Company or
any Subsidiary, other than any Indebtedness of the Company to any Subsidiary or
of any Subsidiary to the Company or any other Subsidiary.

     

    “Contingent Liability”
means any liability, indebtedness or obligation of the type described in or
contemplated by Section
5.3.

     

    “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.

     

    “Controlled Group”
means all trades or businesses (whether or not incorporated) under common
control which, together with the Company or any Subsidiary, are treated as a
single employer under Section 414(b) or 414(c) of the Code or Section 4001 of
ERISA.

     

    “Credit Documents”
means (i) this Agreement, the Notes, each Domestic Subsidiary Guarantee, each
Foreign Subsidiary Guarantee, each Loan Notice, the Co-Lead Arrangers Fee Letter
and each other letter (including, without limitation, fee letters), notice,
agreement, certificate, document or instrument delivered in connection with this
Agreement and (ii) any agreements or instruments pursuant to which the
Obligations of the Company or any other Obligor under this Agreement, any of the
Notes, any of the Domestic Subsidiary Guarantees or any of the Foreign
Subsidiary Guarantees are refunded, refinanced or replaced (in whole or in part)
from time to time, as such agreements, certificates, documents and instruments
referred to in clauses (i) and (ii) of this
definition may from time to time be amended, supplemented, restated, renewed or
otherwise modified.

     

    “Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.

     

    “Default” means any
event which, but for the giving of notice or the lapse of time, or both, would
constitute an Event of Default.

     

    “Dollar”, “Dollars” and the sign
“$” means lawful money of the United States of America.

     

    “Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars,
such amount, and (b) with respect to any amount denominated in any
Alternative Currency, the equivalent amount thereof in Dollars as determined by
the Administrator at such time on the basis of the Spot Rate (determined in
respect of the most recent Revaluation Date) for the purchase of Dollars with
such Alternative Currency.

     

    “Domestic Subsidiary”
means a Subsidiary organized under the laws of the United States or any state
thereof.

     

    
      
        
        

      

      
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    “Domestic Subsidiary
Guarantee” means each Domestic Subsidiary Guarantee executed and
delivered by a Subsidiary of the Company to each of the Co-Administrative Agents
and the Banks pursuant to Section 3.1(a) or
Section 4.10 of
this Agreement, substantially in the form of Exhibit E hereto, as
amended, supplemented, amended and restated or otherwise modified from time to
time.

     

    “Domestic Subsidiary
Guarantor” means any Subsidiary of the Company which (i) has executed a
Domestic Subsidiary Guarantee pursuant to Section 3.1(a) of
this Agreement on the Effective Date or (ii) is required to execute a Domestic
Subsidiary Guarantee in accordance with Section 4.10 of this
Agreement.

     

    “EBITDA” means 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.

     

    “Effective Date” means
the date on which the conditions precedent in Article III are
satisfied and the Loans are made pursuant to Section
1(a).

     

    “Eligible Accounts”
means the aggregate of the unpaid portions of Accounts Receivable (net of any
credits, rebates, offsets, holdbacks or other adjustments or commissions payable
to third parties that are adjustments to such Accounts Receivable) (a) that the
Company reasonably and in good faith determines to be collectible and (b) that
are with account debtors or other obligors that (i) are not affiliates of any
Applicable Kaman Entity, (ii) purchased the goods or services giving rise to the
relevant Account Receivable in an arm's length transaction and (iii) are not
known by such Applicable Kaman Entities to be insolvent or involved in any case
or proceeding, whether voluntary or involuntary, under any bankruptcy,
reorganization, arrangement, insolvency, adjustment of debt, dissolution,
liquidation or similar law of any jurisdiction.

     

    “Eligible Assignee”
means (a) a Bank; (b) an Affiliate of a Bank; (c) an Approved Fund; and (d) any
other Person (other than a natural person) approved by (i) the Co-Administrative
Agents and (ii) unless an Event of Default has occurred and is continuing, the
Company (each such approval not to be unreasonably withheld or delayed); provided, that
notwithstanding the foregoing, “Eligible Assignee” shall not include the Company
or any of the Company’s Affiliates or Subsidiaries.

     

    “Eligible Inventory”
means the net book value (determined by the average costing method and at lower
of cost or market) of finished goods, work in progress and raw materials and
component parts inventory owned by any Applicable Kaman Entity; provided that
Eligible Inventory shall not include any inventory (a) held on consignment, or
not otherwise owned by any such Applicable Kaman Entity, or of a type no longer
sold by any such Applicable Kaman Entity or (b) which is damaged, obsolete or
not marketable.

     

    
      
        
        

      

      
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    “EMU” means the
economic and monetary union in accordance with the Treaty of Rome 1957, as
amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the
Amsterdam Treaty of 1998.

     

    “EMU Legislation”
means the legislative measures of the European Council for the introduction of,
changeover to or operation of a single or unified European
currency.

     

    “Environmental Laws”
means any and all Requirements of Law regulating, relating to or imposing
liability or standards or conduct concerning, any Hazardous Substances or
environmental protection.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974 and all rules and regulations
promulgated pursuant thereto, as the same may from time to time be supplemented
or amended.

     

    “Euro” and “EUR” means the lawful
currency of the Participating Member States in accordance with the EMU
Legislation.

     

    “Eurocurrency Rate”
means, for any Interest Period with respect to a Eurocurrency Rate Loan, the
rate per annum equal to the British Bankers Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or other commercially available source
providing quotations of BBA LIBOR as designated by the Administrator from time
to time) at approximately 11:00 a.m., London time, two Business Days prior to
the commencement of such Interest Period, for deposits in the relevant currency
(for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period.  If such rate is not available at such time
for any reason, then the “Eurocurrency Rate” for such Interest Period shall be
the rate per annum determined by the Administrator to be the rate at which
deposits in the relevant currency for delivery on the first day of such Interest
Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan
being made, continued or converted by Bank of America and with a term equivalent
to such Interest Period would be offered by Bank of America’s London Branch (or
other Bank of America branch or Affiliate) to major banks in the London or other
offshore interbank market for such currency at their request at approximately
11:00 a.m. (London time) two Business Days prior to the commencement of such
Interest Period.

     

    “Eurocurrency Rate
Loan” means all or any portion of any Loan made hereunder which bears
interest at a rate based on the Eurocurrency Rate.  Eurocurrency Rate
Loans may be denominated in Dollars or in an Alternative
Currency.  All Loans denominated in an Alternative Currency must be
Eurocurrency Rate Loans.

     

    “Event of Default” and
“Events of
Default” shall have the respective meanings assigned to such terms in
Section
7.1.

     

    “Existing Credit
Agreement” means that certain Revolving Credit Agreement, dated as of
August 5, 2005 among the Company, the Co-Administrative Agents, the
Administrator and certain financial institutions, as the same shall be amended,
supplemented or otherwise modified from time to time.

     

    
      
        
        

      

      
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    “FASB Standards” means
the standards established by the Financial Accounting Standards Board, in effect
from time to time.

     

    “Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided,
that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1%) charged to Bank of America on such day on such transactions as
determined by the Administrator.

     

    “Fee” and “Fees” means any and
all fees payable under Section
1.8.

     

    “Foreign Bank” has the
meaning assigned to such term in Section
1.7(b).

     

    “Foreign Obligations”
means all Obligations of Foreign Subsidiaries.

     

    “Foreign Subsidiary”
means any Subsidiary that is organized under the laws of a jurisdiction other
than the United States, a state thereof or the District of
Columbia.

     

    “Foreign Subsidiary
Guarantee” means each Foreign Subsidiary Guarantee executed and delivered
by a Foreign Subsidiary of the Company to each of the Co-Administrative Agents
and the Banks pursuant to Section 3.1(a) or
Section 4.10 of
this Agreement, substantially in the form of Exhibit F hereto, as
amended, supplemented, amended and restated or otherwise modified from time to
time.

     

    “Foreign Subsidiary
Guarantor” means any Subsidiary of the Company which (i) has executed a
Foreign Subsidiary Guarantee pursuant to Section 3.1(a) of
this Agreement on the Effective Date or (ii) is required to execute a Foreign
Subsidiary Guarantee in accordance with Section 4.10 of this
Agreement.

     

    “F.R.S. Board” means
the Board of Governors of the Federal Reserve System or any successor
thereto.

     

    “Fund” means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its activities.

     

    “GAAP” means generally
accepted accounting principles, as in effect from time to time, applied on a
consistent basis.

     

    “Governing Documents”
means as to any Person, the articles or certificate of incorporation and by-laws
or other organizational documents of such Person, as amended.

     

    
      
        
        

      

      
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    “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, and any entity exercising any executive, legislative,
judicial, regulatory, or administrative functions of or pertaining to
government.

     

    “Guarantee” means, in
relation to any Person, any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any liabilities of
any other Person in any manner, whether directly or indirectly.

     

    “Hazardous Substances”
means any hazardous waste, substances or materials, any pollutants or
contaminants, any toxic substances, and any other substances regulated by any
Environmental Laws.

     

    “Increase Effective
Date” has the meaning assigned to such term in Section
1.9(d).

     

    “Incremental Term
Loan” has the meaning assigned to such term in Section
1.9(a).

     

    “Indebtedness” means,
in relation to any Person, without duplication: (a) all obligations of such
Person for borrowed money; (b) all obligations of such Person evidenced by
bonds, debentures or notes or similar instruments which (in the case of such
similar instruments only) are held by financial institutions; (c) all
obligations, contingent or otherwise, relative to the Stated Amount of any
letters of credit (but only to the extent that all such letters of credit exceed
$15,000,000), whether or not drawn, issued for the account of such Person; (d)
all obligations of such Person upon which interest charges are customarily paid,
excluding trade indebtedness incurred in the ordinary course of business; (e)
all obligations of such Person issued or assumed as the deferred purchase price
of property (other than trade indebtedness incurred in the ordinary course of
business); (f) all capitalized lease obligations of such Person; (g) all
obligations of such Person as an account party in respect of bankers’
acceptances; and (h) all obligations, contingent or otherwise, of such Person
relative to the Repurchase Obligations (but only to the extent that such
Repurchase Obligations, individually or in the aggregate, exceed
$15,000,000).

     

    “Indemnified Party”
and “Indemnified
Parties” means each of the Co-Administrative Agents, the Administrator,
each of the Banks, each affiliate of any of the foregoing and the respective
directors, officers, agents and employees of each of the foregoing, and each
other person controlling any of the foregoing within the meaning of either
Section 15 of the Securities Act, as amended, or Section 20 of the Securities
Exchange Act, as amended.

     

    “Intangible Assets”
means any and all goodwill, patents, patent applications, trademarks, trade
names, trade styles, copyrights, all applications therefor, research and
development costs, tax refunds, and all other assets of the Company and its
Subsidiaries constituting intangible assets as determined by GAAP.

     

    
      
        
        

      

      
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    “Interest Period”
means, with respect to each Eurocurrency Rate Loan, the period commencing on the
date such Eurocurrency Rate Loan is disbursed or (in the case of any
Eurocurrency Rate Loan, converted to or continued as a Eurocurrency Rate Loan)
and ending on the date 1, 2, 3, or 6 months thereafter, as the case may be, as
selected by the Company in compliance with this Agreement and as set forth in
the applicable Loan Notice.

     

    “Investment” means, as
to any Person, any direct or indirect acquisition or investment by such Person,
whether by means of (a) the purchase or other acquisition of capital stock or
other securities of another Person, (b) a loan, advance or capital contribution
to, Guarantee or assumption of debt of, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including any
partnership or joint venture interest in such other Person and any arrangement
pursuant to which the investor Guarantees Indebtedness of such other Person, or
(c) the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business
unit.  For purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.

     

    “Laws” means,
collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.

     

    “letter of credit”
means each letter of credit issued for the account of the Company or any of its
Subsidiaries.

     

    “Liabilities” means
any and all losses, claims, damages, liabilities or other costs or expenses
(including reasonable attorneys’ and other professionals’ fees and disbursements
as and when incurred by such Indemnified Party) to which an Indemnified Party
may become subject which arise out of or relate to or result from any
transaction, action or proceeding related to or connected with this Agreement or
any other Credit Document, excluding those losses, claims, damages, liabilities
or other costs or expenses arising for the account of a particular Indemnified
Party by reason of the relevant Indemnified Party’s gross negligence, bad faith
or willful misconduct.

     

    “Lien” means any
mortgage, pledge, hypothecation, security interest, encumbrance, charge or lien
(statutory or otherwise) in respect of an interest in property intended to
secure, support or otherwise assure payment of an obligation.

     

    “Loan” has the meaning
assigned to such term in Section 1.1(a) of
this Agreement.

     

    “Loan Notice” means
(a) a notice of Borrowing, (b) a conversion of Loans from one Type to the other,
or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 1.2(a) which,
if in writing, shall be substantially in the form of Exhibit
A.

     

    
      
        
        

      

      
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    “Majority Banks”
means, at any time, Banks holding greater than 50% of the outstanding principal
amount of the Loans outstanding on such date; provided, that, any
time there are four or more Banks, and any two Banks in the aggregate hold
greater than 50% of the outstanding principal amount of the Loans outstanding on
such date, at least three Banks shall be required to constitute “Majority Banks”
on such date.

     

    “Material Adverse
Effect” means any of the following: (a) any materially adverse effect on
the business, assets, properties, operations, prospects or condition, financial
or otherwise, of the Company and its Subsidiaries taken as a whole; (b) any
material impairment of the ability of the Company to perform any of its
obligations under this Agreement, the Notes or any other Credit Document; (c)
any impairment of the ability of any Domestic Subsidiary Guarantor to perform
any of its obligations under any Domestic Subsidiary Guarantee which impairment
would either (i) have a material adverse effect on the obligations of the
Domestic Subsidiary Guarantors under the Domestic Subsidiary Guarantees, when
taken together as a whole, or (ii) result in non-compliance with Section 4.10; (d) any
impairment of the ability of any Foreign Subsidiary Guarantor to perform any of
its obligations under any Foreign Subsidiary Guarantee which impairment would
either (i) have a material adverse effect on the obligations of the Foreign
Subsidiary Guarantors under the Foreign Subsidiary Guarantees when taken
together as a whole with the Domestic Subsidiary Guarantors under the Domestic
Subsidiary Guarantees, or (ii) result in non-compliance with Section 4.10 or
(e) any impairment of the validity or enforceability of this Agreement, the
Notes, any Domestic Subsidiary Guarantee or any Foreign Subsidiary Guarantee or
any of the rights, remedies or benefits to either of the Co-Administrative
Agents, the Administrator or the Banks under this Agreement, the Notes, any
Domestic Subsidiary Guarantee, any Foreign Subsidiary Guarantee or any other
Credit Document.

     

    “Maturity Date” means
October 29, 2012.

     

    “Note” has the meaning
specified in Section
1.5.

     

    “Obligations” means
all indebtedness, obligations and liabilities existing on the date of this
Agreement or arising from time to time thereafter, whether direct or indirect,
joint or several, absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract, operation of law or
otherwise, of the Company and each other Obligor to either of the
Co-Administrative Agents, the Administrator or any of the Banks (a) in respect
of Loans made to the Company by any of the Banks pursuant to this Agreement or
(b) arising or incurred under or in respect of this Agreement, any of the Notes
or any of the other Credit Documents.

     

    “Obligor” and “Obligors” means the
Company or any other Subsidiary of the Company obligated under any Credit
Document.

     

    “Outstanding Amount”
means with respect to any Loan on any date, the Dollar Equivalent amount of the
aggregate outstanding principal amount thereof after giving effect to any
borrowings or prepayments or repayments of such Loan occurring on such
date.

     

    
      
        
        

      

      
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    “Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the
greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by
the Administrator, in accordance with banking industry rules on interbank
compensation, and (b) with respect to any amount denominated in an Alternative
Currency, the rate of interest per annum at which overnight deposits in the
applicable Alternative Currency, in an amount approximately equal to the amount
with respect to which such rate is being determined, would be offered for such
day by a branch or Affiliate of Bank of America in the applicable offshore
interbank market for such currency to major banks in such interbank
market.

     

    “PBGC” means the
Pension Benefit Guaranty Corporation.

     

    “Person” means any
individual, corporation, association, partnership, trust, limited liability
company, unincorporated association, business, or other legal entity, and any
government or any governmental agency or political subdivision
thereof

     

    “Plan” means any
employee benefit plan or other plan maintained for employees covered by Title 10
of ERISA.

     

    “Public Senior Debt”
means long-term, publicly held senior unsecured non-credit enhanced indebtedness
of the Company (whether or not outstanding).

     

    “Qualifying Preferred
Stock” means any issued and outstanding preferred stock of the Company
with respect to which no mandatory redemption or repurchase is or could be
required of the Company or any of its Subsidiaries prior to the Maturity
Date.

     

    “Real Estate” means
any real estate owned or operated by the Company or any of its
Subsidiaries.

     

    “Register” has the
meaning assigned to such term in Section
10.5(c).

     

    “Related
Parties”  means, with respect to any Person, such Person’s
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person’s Affiliates.

     

    “Reportable Event” has
the meaning assigned to such term in Section 4034 of ERISA.

     

    “Repurchase
Obligations” means any and all contractual agreements entered into in
connection with the Company’s or a Subsidiary of the Company’s sale of one or
more K-Max helicopters pursuant to which the Company or such Subsidiary is
contractually obligated to repurchase such helicopter(s) for a specified period
of time following such sale upon the occurrence of certain specified
events.

     

    “Requirement of Law”
means as to any Person, (i) the Governing Documents of such Person, and (ii) any
law, treaty, rule or regulation or determination of any arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

     

    
      
        
        

      

      
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    “Revaluation Date”
means with respect to any Loan, each of the following:  (i) each date
of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative
Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan
denominated in an Alternative Currency pursuant to Section 1.2, and
(iii) such additional dates as the Administrator shall determine or the Majority
Banks shall require.

     

    “Responsible Officer”
means the chief executive officer, president, chief financial officer, treasurer
or assistant treasurer of a Obligor.  Any document delivered hereunder
that is signed by a Responsible Officer of a Obligor shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or
other action on the part of such Obligor and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Obligor.

     

    “Same Day Funds” means
(a) with respect to disbursements and payments in Dollars, immediately available
funds, and (b) with respect to disbursements and payments in an Alternative
Currency, same day or other funds as may be reasonably determined by the
Administrator to be customary in the place of disbursement or payment for the
settlement of international banking transactions in the relevant Alternative
Currency.

     

    “S&P” means
Standard & Poor’s Ratings Services.

     

    “SEC” means the
Securities and Exchange Commission.

     

    “Securities Act” means
the Securities Act of 1933, as amended.

     

    “Securities Exchange
Act” means the Securities Exchange Act of 1934, as amended.

     

    “Senior Debt” means,
collectively, all obligations of the Company under or in respect of the Credit
Documents, including all such obligations in respect of principal, interest
(including interest accruing after any bankruptcy or insolvency proceeding is
commenced by or against the Company, whether or not such interest is an allowed
claim in such proceeding), fees, costs, expenses or indemnities owing under any
of the Credit Documents.

     

    “Special Notice
Currency” means at any time an Alternative Currency, other than the
currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or
Europe.

     

    “Spot Rate” for a
currency means the rate determined by the Administrator to be the rate quoted by
Person acting in such capacity as the spot rate for the purchase by such Person
of such currency with another currency through its principal foreign exchange
trading office at approximately 11:00 a.m. on the date two Business Days prior
to the date as of which the foreign exchange computation is made; provided, that the Administrator
may obtain such spot rate from another financial institution designated by the
Administrator if the Person acting in such capacity does not have as of the date
of determination a spot buying rate for any such currency.

     

    
      
        
        

      

      
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    “Stated Amount” of
each letter of credit, means the total Dollar amount then available to be drawn
under such letter of credit.

     

    “Subsidiary” and
“Subsidiaries”
means any corporation or corporations of which more than 50% of the outstanding
shares of stock of each class having ordinary voting power is at the time owned
by the Company and/or by one or more Subsidiaries.

     

    “Total Capitalization”
means the aggregate amount at any time of the Company’s Consolidated Net Worth
plus the Company’s Consolidated Total Indebtedness.

     

    “Type” means, as to
any Loan, its nature as a Base Rate Loan or a Eurocurrency Rate
Loan.

     

    “UK Acquisition” means
the acquisition by the Company of Brookhouse Holdings Limited and its
Subsidiaries on June 12, 2008.

     

    ARTICLE
X

     

    MISCELLANEOUS

     

    Section
10.1. Expenses.  Each
of the Borrowers jointly and severally agrees to pay all out-of-pocket expenses
of each of the Co-Administrative Agents (including due diligence costs and
expenses and reasonable fees and expenses of counsel to the Co-Administrative
Agents), the Administrator (including reasonable fees and expenses of counsel to
the Administrator) and the Banks (including reasonable fees and expenses of
counsel to the Banks) incurred in connection with: (i) the negotiation,
preparation, execution and delivery of this Agreement and each of the other
Credit Documents (including schedules and exhibits thereto), and any amendments,
waivers, consents, supplements or other modifications to this Agreement or any
of the other Credit Documents as may from time to time be hereafter required,
whether or not the transactions contemplated hereby and thereby are consummated;
provided, that
the Borrowers shall only be responsible for the out-of-pocket expenses of each
of the Co-Administrative Agents in the case of this clause (i); and/or (ii) the
collection of Obligations due hereunder, under the Notes or any of the other
Credit Documents; and/or (iii) the defense, protection, preservation,
realization or enforcement of any of the rights or remedies of any of the
Co-Administrative Agents, the Administrator or any of the Banks under any
provisions of this Agreement, any of the Notes or under any of the other Credit
Documents; and/or (iv) the syndication of the Loans; and/or (v) except to the
extent such action, suit or proceeding arose as a result of the gross
negligence, bad faith or willful misconduct of such Co-Administrative Agent or
the Administrator or such Bank, any action, suit or proceeding in accordance
with this Section
10.1 (whether or not an Indemnified Party is a party or is subject
thereto); provided, that no
fees and expenses of counsel for the Banks (other than the Co-Administrative
Agents and the Administrator) shall be payable by the Company unless incurred
after an Event of Default has occurred.

     

    
      
        
        

      

      
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    Section
10.2. Prejudgment Remedy Waiver;
Other Waivers.  EACH OF THE BORROWERS ACKNOWLEDGES THAT THE
FINANCING EVIDENCED HEREBY IS A COMMERCIAL TRANSACTION AND WAIVES ITS RIGHTS TO
NOTICE AND HEARING UNDER CHAPTER 903A OF THE CONNECTICUT GENERAL STATUTES, OR AS
OTHERWISE ALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT
REMEDY WHICH ANY CO-ADMINISTRATIVE AGENT, THE ADMINISTRATOR OR ANY BANK MAY
DESIRE TO USE, AND FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT,
NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF ANY RENEWALS OR
EXTENSIONS.  THE COMPANY ACKNOWLEDGES AND RESERVES ITS RIGHT TO NOTICE
AND A HEARING SUBSEQUENT TO THE ISSUANCE OF A WRIT FOR PREJUDGMENT REMEDY AS
AFORESAID AND THE CO-ADMINISTRATIVE AGENTS, THE ADMINISTRATOR AND THE BANKS
ACKNOWLEDGE THE COMPANY’S RIGHT TO SAID HEARING SUBSEQUENT TO THE ISSUANCE OF
SAID WRIT.

     

    Section
10.3. Covenants to Survive;
Binding Agreement.  All covenants, agreements, warranties,
representations and statements of any Borrower made herein, in the Notes, in any
of the other Credit Documents or in any certificates or other documents
delivered by or on behalf of any Borrower pursuant hereto shall be deemed to
have been relied on by each of the Co-Administrative Agents and each of the
Banks notwithstanding any investigation heretofore or hereafter made by it, and
shall survive the advances of money made by any Bank to any Borrower hereunder,
the delivery of the Notes and each of the other Credit Documents and all such
covenants, agreements, warranties and representations shall be binding upon the
Company and inure to the benefit of the Bank(s) and their respective successors
and assigns, whether or not so expressed.

     

    Section
10.4. Amendments and
Waivers.  Neither this Agreement, the Notes or any of the other
Credit Documents, nor any term, covenant or condition hereof or thereof may be
changed, waived, discharged, modified or terminated except by a writing executed
in compliance with Section
8.6.  No failure on the part of any of the Co-Administrative
Agents, the Administrator or any of the Banks to exercise, and no delay in
exercising, and no course of dealing with respect to, any right, remedy or power
hereunder, under any Note or under any other Credit Document shall preclude any
other or future exercise thereof, or the exercise of any other right, remedy or
power.  No waiver shall extend to or affect any obligation not
expressly waived

     

    Section
10.5. Successors and
Assigns.

     

        (a) Successors and Assigns
Generally.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that no Obligor may assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Co-Administrative Agents and each Bank and no Bank may
assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an Eligible Assignee in accordance with the provisions of subsection
(b) of this
Section, (ii) by way of participation in accordance with the provisions of
subsection (d)
of this Section, or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (f) of this Section
(and any other attempted assignment or transfer by any party hereto shall be
null and void).  Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the
extent provided in subsection (d) of this Section
and, to the extent expressly contemplated hereby, the Related Parties of each of
the Co-Administrative Agents, the Administrator and the Banks) any legal or
equitable right, remedy or claim under or by reason of this
Agreement.

     

    
      
        
        

      

      
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        (b) Assignments by
Banks.  Any Bank may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to
it); provided,
that any such assignment shall be subject to the following
conditions:

     

    (i) Minimum
Amounts.

     

        (A) in the
case of an assignment of the entire remaining amount of the assigning Bank’s
Loans at the time owing to it or in the case of an assignment to a Bank or an
Affiliate of a Bank or an Approved Fund, no minimum amount need be assigned;
and

     

    
          (B) in any
case not described in subsection (b)(i)(A) of this Section, the aggregate amount
of the outstanding Loans subject to each such assignment, determined as of the
date the Assignment and Assumption with respect to such assignment is delivered
to the Administrator or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the
Administrator and, so long as no Event of Default has occurred and is
continuing, the Company otherwise consents (each such consent not to be
unreasonably withheld or delayed); provided, however,
that concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met.

    

     

    (ii) Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Bank’s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned;

     

    (iii) Required
Consents.  No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in
addition:

     

        (A) the
consent of the Company (such consent not to be unreasonably withheld or delayed)
shall be required unless (1) an Event of Default has occurred and is continuing
at the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund; and

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

        (B) the
consent of the Co-Administrative Agents (such consent not to be unreasonably
withheld or delayed) shall be required if such assignment is to a Person that is
not a Bank, an Affiliate of such Bank or an Approved Fund with respect to such
Bank;

     

    (iv) Assignment and
Assumption.  The parties to each assignment shall execute and
deliver to the Administrator an Assignment and Assumption, together with a
processing and recordation fee in the amount of $3,500; provided, however, that the
Administrator may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment.  The assignee, if it’s
not a Bank, shall deliver to the Administrator an Administrative
Questionnaire.

     

    (v) No Assignment to
Borrowers.  No such assignment shall be made to any of the
Borrowers or any of the Borrowers’ Affiliates or Subsidiaries.

     

    (vi) No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.

     

    Subject
to acceptance and recording thereof by the Administrator pursuant to subsection
(c) of this
Section, from and after the effective date specified in each Assignment and
Assumption, the Eligible Assignee thereunder shall be a party to this Agreement
and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Bank under this Agreement, and the
assigning Bank thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Bank’s rights and obligations under this Agreement, such Bank shall cease to be
a party hereto) but shall continue to be entitled to the benefits of Sections 1.12 and
Section 8.5(c)
with respect to facts and circumstances occurring prior to the effective date of
such assignment.  Upon request, each Borrower (at its expense) shall
execute and deliver a Note to the assignee Bank.  Any assignment or
transfer by a Bank of rights or obligations under this Agreement that does not
comply with this subsection shall be treated for purposes of this Agreement as a
sale by such Bank of a participation in such rights and obligations in
accordance with subsection (d) of this
Section.

     

        (c) Register.  The
Administrator, acting solely for this purpose as an agent of the Borrowers,
shall maintain at the Administrator Funding Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Banks, and the Commitments of, and principal amounts of the
Loans owing to, each Bank pursuant to the terms hereof from time to time (the
“Register”).  The
entries in the Register shall be conclusive, and the Borrowers, the
Administrator and the Co-Administrative Agents and the Banks may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a
Bank hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by each of
the Borrowers at any reasonable time and from time to time upon reasonable prior
notice.

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

        (d) Participations.  Any
Bank may at any time, without the consent of, or notice to, any Borrower, the
Administrator or the Co-Administrative Agents, sell participations to any Person
(other than a natural person or the Company or any of the Company’s Affiliates
or Subsidiaries) (each, a “Participant”) in all
or a portion of such Bank’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it);
provided, that
(i) such Bank’s obligations under this Agreement shall remain unchanged,
(ii) such Bank shall remain solely responsible to the other parties hereto
for the performance of such obligations and (iii) the Borrowers, the
Administrator, the Co-Administrative Agents, the Banks shall continue to deal
solely and directly with such Bank in connection with such Bank’s rights and
obligations under this Agreement.

     

    Any
agreement or instrument pursuant to which a Bank sells such a participation
shall provide that such Bank shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of
any  provision of this Agreement; provided, that such
agreement or instrument may provide that such Bank will not, without the consent
of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 8.6 that
affects such Participant.  Subject to subsection (e) of this Section,
each Borrower agrees that each Participant shall be entitled to the benefits of
Sections 1.12
and Section
1.13 to the
same extent as if it were a Bank and had acquired its interest by assignment
pursuant to subsection (b) of this
Section.  To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 7.5 as though it were a
Bank.

     

        (e) Limitation upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 1.12 than the applicable
Bank would have been entitled to receive with respect to the participation sold
to such Participant, unless the sale of the participation to such Participant is
made with the Company’s prior written consent.

     

        (f) Certain
Pledges.  Any Bank may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including
under its Note(s), if any) to secure obligations of such Bank, including any
pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no
such pledge or assignment shall release such Bank from any of its obligations
hereunder or substitute any such pledgee or assignee for such Bank as a party
hereto.

     

        (g) Electronic Execution of
Assignments.  The words “execution,” “signed,” “signature,” and
words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    Section
10.6. Notices.  Except
as otherwise permitted herein, all notices, requests, consents, demands and
other communications hereunder shall be in writing and shall be mailed by first
class mail or sent by overnight courier or delivered in hand or sent by
telegraph or facsimile transmission to the respective parties to this Agreement
as follows:

     

    
      	
              The
      Company:

            	
              Kaman
      Corporation

              1332
      Blue Hills Avenue

              Bloomfield,
      Connecticut 06002

            
	 
      	
              Attention:
      Robert M. Garneau

              Executive
      Vice President &

              Chief
      Financial Officer

            
	 
      	
              Facsimile
      No:  (860) 243-7354

            
	
              The
      Co-Administrative Agents:

            	
              The
      Bank of Nova Scotia

              1
      Liberty Plaza

              Floors
      22-26

              165
      Broadway

              New
      York, NY 10006

            
	 
      	
              Attention:
      Todd Meller

            
	 
      	
              Facsimile
      No: 212.225.5254

            
	 
      	
              Bank
      of America, N.A.

              100
      Federal Street

              Boston,
      MA 02110

              Mail
      Stop: MA5-100-11-02

               

            
	 
      	
              Facsimile
      No: 617.434.0474

            
	
              The
      Administrator:

            	
              Bank
      of America, N.A.

              One
      Independence Center

              101
      N. Tryon Street

              Charlotte,
      NC 28255

              Mail
      Stop: NC1-001-15-14

               

            
	 
      	
              Attention:
      Randy S. Pino

            
	 
      	
              Facsimile
      No: 704.409.0319

            
	
              Each
      of the Banks:

            	
              As
      set forth below such Bank’s signature
hereto.

            


    

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    Notices
hereunder shall be deemed to have been given when (a) if delivered by hand or
telecopied or otherwise telecommunicated, to a responsible officer of the party
to which it is directed, at the time of receipt thereof by such officer, (b) if
sent by registered or certified mail, postage prepaid, three days after the date
when mailed, or (c) if sent by overnight mail or overnight courier service, to
such a responsible officer, when received by such officer.  With
respect to notices given by any Borrower to the Administrator pursuant to Section 1.2 or Section 1.7 hereof,
such notices may be given by telephone if they are confirmed by a writing
received by the Administrator within one (1) Business Day after the giving of
such telephonic notice and in any event prior to funding or conversion of the
borrowing pursuant to Section 1.2 or
prepayment pursuant to Section
1.7.

     

    Section
10.7. Headings; Severability:
Entire Agreement.  Section and subsection headings have been
inserted herein for convenience only and shall not be construed as part of this
Agreement.  Every provision of this Agreement, the Notes and the other
Credit Documents is intended to be severable; if any term or provision of this
Agreement, the Notes, the other Credit Documents, or any other document
delivered in connection herewith or therewith shall be invalid, illegal or
unenforceable for any reason whatsoever, the validity, legality and
enforceability of the remaining provisions hereof or thereof shall not in any
way be affected or impaired thereby.  All Exhibits and Schedules to this
Agreement shall be annexed hereto and shall be deemed to be part of this
Agreement.  This Agreement, the other Credit Documents and the Exhibits and Schedules attached
hereto embody the entire Agreement and understanding between the Company, the
Banks, the Administrator and the Co-Administrative Agents and supersede all
prior agreements and understandings relating to the subject matter
hereof.

     

    Section
10.8. Governing
Law.  THIS AGREEMENT AND EACH OTHER CREDIT DOCUMENT SHALL BE
CONSTRUED AND ENFORCEABLE IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF
(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).

     

    Section
10.9. Counterparts.  This
Agreement and any amendment hereof may be executed in several counterparts and
by each party on a separate counterpart, each of which when so executed and
delivered shall be an original, and all of which together shall constitute one
instrument.  In proving this Agreement it shall not be necessary to
produce or account for more than one such counterpart signed by the party
against whom enforcement is sought.

     

    Section
10.10. Waiver of Jury
Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    Section
10.11. Consent to
Jurisdiction.  For the purposes of any action or proceeding
involving this Agreement or any of the Notes or any other Credit Document, each
of the parties hereto on the date hereof hereby expressly consents to the
exclusive jurisdiction of any Federal or state court located in Connecticut or
New York.  Each party becoming a Bank hereunder after the date hereof
pursuant to an Assignment and Assumption shall, in such Assignment and
Assumption, consent to the exclusive jurisdiction of any Federal or state court
located in Connecticut or New York.

     

    Section
10.12. Effectiveness.  This
Agreement shall become effective among the parties hereto as of the date first
written above.

     

    Section
10.13. Guarantee.  The
Company hereby absolutely, unconditionally and irrevocably

     

        (a) guarantees
the full and punctual payment when due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise, of all Obligations
of any other Obligor, whether for principal, interest, fees, expenses or
otherwise (including all such amounts which would become due but for the
operation of the automatic stay under Section 362(a) of the United States
Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and
506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)),
and

     

        (b) indemnifies
and holds harmless each Co-Administrative Agent, Bank, Administrator and each
holder of a Note (herein, a “Bank Party”) for any
and all costs and expenses (including reasonable attorney’s fees and expenses)
incurred by such Bank Party, in enforcing any rights under the guarantee
provided for in this Section 10.13 (the
“Guarantee”).

     

    This
Guarantee constitutes a guaranty of payment when due and not of collection, and
the Company specifically agrees that it shall not be necessary or required that
any Bank Party exercise any right, assert any claim or demand or enforce any
remedy whatsoever against the Company or any other Obligor (or any other Person)
before or as a condition to the obligations of the Company
hereunder.

     

    Section
10.13.1.   Acceleration of
Guarantee.  The Company agrees that, in the event of the
dissolution or insolvency of the Company or any other Obligor, or the inability
or failure of the Company or such other Obligor to pay debts as they become due,
or an assignment by the Company or such other Obligor for the benefit of
creditors, or the commencement of any case or proceeding in respect of the
Company or such other Obligor under any bankruptcy, insolvency or similar laws,
and if such event shall occur at a time when any of the Obligations of the
Company may not then be due and payable, the Company will pay to the Bank
Parties forthwith the full amount which would be payable hereunder by the
Company if all such Obligations were then due and payable.

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    Section
10.13.2.   Guarantee absolute,
etc.  This Guarantee shall in all respects be a continuing,
absolute, unconditional and irrevocable guaranty of payment, and shall remain in
full force and effect until all Obligations of the Company have been paid in
full, all obligations of each other Obligor under each Credit Document shall
have been paid in full and all Commitments shall have terminated.  The
Company guarantees that the Obligations of each other Obligor will be paid
strictly in accordance with the terms of the Credit Agreement, regardless of any
law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of any Bank Party with respect
thereto.  The liability of the Company under this Guarantee shall be
absolute, unconditional and irrevocable irrespective of:

     

        (a) any lack
of validity, legality or enforceability of any Domestic Subsidiary Guarantee,
any Foreign Subsidiary Guarantee or any other Credit Document;

     

        (b) the
failure of any Bank Party

     

        (i) to assert
any claim or demand or to enforce any right or remedy against any other Obligor
or any other Person (including any other guarantor) under the provisions of any
Domestic Subsidiary Guarantee, any Foreign Subsidiary Guarantee or any other
Credit Document or otherwise, or

     

        (ii) to
exercise any right or remedy against any other guarantor of, or collateral
securing, any Obligations of any other Obligor;

     

        (c) any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Obligations of any other Obligor, or any other extension,
compromise or renewal of any Obligation of any other Obligor;

     

        (d) any
reduction, limitation, impairment or termination of the Obligations of any other
Obligor for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality, nongenuineness, irregularity, compromise, unenforceability of, or
any other event or occurrence affecting, the Obligations of any other Obligor or
otherwise;

     

        (e) any
amendment to, rescission, waiver, or other modification of, or any consent to
departure from, any of the terms of any Domestic Subsidiary Guarantee, Foreign
Subsidiary Guarantee or any other Credit Document;

     

        (f) any
addition, exchange, release, surrender or non-perfection of any collateral, or
any amendment to or waiver or release or addition of, or consent to departure
from, any other guaranty (including any other Domestic Subsidiary Guarantee or
Foreign Subsidiary Guarantee), held by any Bank Party securing any of the
Obligations; or

     

        (g) any other
circumstance which might otherwise constitute a defense available to, or a legal
or equitable discharge of, any other Obligor, any surety or any
guarantor.

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    Section
10.13.3.   Reinstatement,
etc.  The Company agrees that this Guarantee shall continue to
be effective or be reinstated, as the case may be, if at any time any payment
(in whole or in part) of any of the Obligations is rescinded or must otherwise
be restored by any Bank Party, upon the insolvency, bankruptcy or reorganization
of any Obligor or otherwise, all as though such payment had not been
made.

     

    Section
10.13.4.   Waiver,
etc.  The Company hereby waives  promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations of any Obligor and this Guarantee and any requirement that either of
the Co-Administrative Agents or any other Bank Party protect, secure, perfect or
insure any security interest or Lien, or any property subject thereto, or
exhaust any right or take any action against  any other Obligor or any
other Person (including any other guarantor) or entity or any collateral
securing the Obligations.

     

    Section
10.13.5.   Postponement of Subrogation,
etc.  The Company will not exercise any rights which it may
acquire by way of rights of subrogation under this Guarantee, by any payment
made hereunder or otherwise, until the prior payment, in full and in cash, of
all Obligations of any Obligor.  Any amount paid to the Company on
account of any such subrogation rights prior to the payment in full of all
Obligations shall be held in trust for the benefit of the Bank Parties and shall
immediately be paid to the Administrator and credited and applied against the
Obligations, whether matured or unmatured, in accordance with the terms of the
Credit Agreement; provided, that
if

     

        (a) the
Company has made payment to the Bank Parties of all or any part of the
Obligations, and

     

        (b) all
Obligations have been paid in full and all Commitments have been permanently
terminated,

     

    each Bank
Party agrees that, at the Company’s request, the Administrator, on behalf of the
Bank Parties, will execute and deliver to the Company appropriate documents
(without recourse and without representation or warranty) necessary to evidence
the transfer by subrogation to the Company of an interest in the Obligations of
each other Obligor resulting from such payment by the Company.  In
furtherance of the foregoing, for so long as any Obligations or Commitments
remain outstanding, the Company shall refrain from taking any action or
commencing any proceeding against any other Obligor (or its successors or
assigns, whether in connection with a bankruptcy proceeding or otherwise) to
recover any amounts in the respect of payments made under this Guarantee to any
Bank Party.

     

    Section
10.14. USA Patriot Act
Notice.  Each Bank that is subject to the Act (as hereinafter
defined) and the Co-Administrative Agents (each for itself and not on behalf of
any Bank) hereby notifies the Borrowers that pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”), it
is required to obtain, verify and record information that identifies the
Borrowers, which information includes the name and address of each Borrower and
other information that will allow such Bank or the Co-Administrative Agents, as
applicable, to identify such Borrower in accordance with the Act.

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this TERM LOAN CREDIT AGREEMENT
to be executed by their duly authorized officers as of the date first written
above.

     

    
      	
            	
              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/ Kenneth
      S. Struglia

              
	 
      	
                Name:  Kenneth
      S. Struglia

              
	 
      	
                Title:    Managing
      Director

              


      




    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	 
      	
                THE
      BANK OF NOVA SCOTIA,

                as
      a Co-Administrative Agent

              
	 
      	 
      	 
      
	 
      	
                By:  

              	
                /s/ Todd
      Meller

              
	 
      	
                Name:  Todd
      Meller

              
	 
      	
                Title:    Managing
      Director

              


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	 
      	
                BANK
      OF AMERICA, N.A.,

                as
      a Bank

              
	 
      	 
      	 
      
	 
      	
                By:  

              	
                /s/ Kenneth
      S. Struglia

              
	 
      	
                Name:  Kenneth
      S. Struglia

              
	 
      	
                Title:    Managing
      Director

              


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	 
      	
                THE
      BANK OF NOVA SCOTIA,

                as
      a Bank

              
	 
      	 
      	 
      
	 
      	
                By:  

              	
                /s/ Todd
      Meller

              
	 
      	
                Name:  Todd
      Meller

              
	 
      	
                Title:   Managing
      Director

              


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	 
      	
                FIFTH
      THIRD BANK,

                as
      a Bank

              
	 
      	 
      	 
      
	 
      	
                By:  

              	
                /s/ Mitchell
      A. Early

              
	 
      	
                Name:  Mitchell
      A. Early

              
	 
      	
                Title:   Officer

              


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	 
      	
                RBS
      CITIZENS, N.A.

                as
      a Bank

              
	 
      	 
      	 
      
	 
      	
                By:  

              	
                /s/ Jeffrey
      C. Lynch

              
	 
      	
                Name:  Jeffrey
      C. Lynch

              
	 
      	
                Title:   SVP