ex10-2.htm


    
      

    

    
      Exhibit
10.2

       

    

    AMENDMENT
NO. 3 TO

    REVOLVING
CREDIT AGREEMENT

    


    This
AMENDMENT NO. 3 TO REVOLVING
CREDIT AGREEMENT, dated as of October 29, 2008 (this “Amendment”), is by
and among KAMAN
CORPORATION, a Connecticut corporation (the “Company”), certain
Subsidiaries of the Company party hereto pursuant to Section 1.13 of the
Credit Agreement (each a “Designated Borrower”
and together with the Company, the “Borrowers” and, each
a “Borrower”),
the various financial institutions as are or may become parties hereto
(collectively, the “Banks”), THE BANK OF NOVA SCOTIA
(“Scotia Bank”)
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 as the Administrator for the
Banks (the “Administrator”).

     

    WHEREAS, the Borrowers, the
Co-Administrative Agents, the Banks and the Administrator are parties to a
certain Revolving Credit Agreement, dated as of August 5, 2005 (as amended and
in effect from time to time, the “Credit
Agreement”);

     

    WHEREAS, the Company has
advised the Co-Administrative Agents and the Banks that the Borrowers desire to
amend certain provisions of the Credit Agreement as provided more fully herein
below; and

     

    WHEREAS, the requisite Banks
have agreed to make such amendments subject to the satisfaction of the
conditions set forth herein.

     

    NOW THEREFORE, in
consideration of the mutual agreements contained in the Credit Agreement and
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     

    §1.  Defined
Terms. Terms
not otherwise defined herein which are defined in the Credit Agreement shall
have the same respective meanings herein as therein.

     

    §2.  Amendments
to the Credit Agreement.  Subject to the conditions precedent
set forth in Section
3 below, the Credit Agreement shall be amended as follows:

    


    (a)           Section 1.7(a)(i) of
the Credit Agreement is hereby amended by inserting the following proviso at the
end thereof:

    


    “provided, that the
Base 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 Base Rate is less than the Total Eurcurrency
Interest Rate, such Loan shall bear interest at the Total Eurocurrency Interest
Rate.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Section 1.17(c) of
the Credit Agreement is hereby amended by inserting the following proviso at the
end thereof:

    


    “provided, that if the
Base 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.”

    


    (c)           Section 5.3 of the
Credit Agreement is hereby amended by amending and restating the proviso therein
to read as follows:

    


    “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, (ii) each Subsidiary may guarantee the Obligations (as
defined in the Term Loan Credit Agreement) of the Borrowers under the Term Loan
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.  

     

    (d)           Section 5.13 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:

    


    “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 Term Loan 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 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 Effective Date, plus (e) Investments
of the Company and Domestic Subsidiaries in Foreign Subsidiaries (including
intercompany loans) made after the Effective Date, exceed $15,000,000 in the
aggregate at any one time outstanding.”

    


    (e)           Article V of the
Credit Agreement is hereby amended by inserting the following new Section 5.14 at the
end of such Article:

    


    “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 Term Loan 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 Term Loan 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.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (f)           Section 7.1(f) of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:

    


    “(f)           (i) any “Event of Default” shall occur under the Term
Loan 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)           Section 9.7 of the
Credit Agreement is hereby amended by:

    


    (i)           inserting
the following new definition in appropriate alphabetical order:

    


    ““Term Loan Credit
Agreement” means that certain Term Loan Credit Agreement, dated as of
October 29, 2008 among the Company, certain Subsidiaries of the Company from
time to time party thereto, the Co-Administrative Agents, the Administrator and
certain financial institutions party thereto, as the same shall be amended,
supplemented or otherwise modified as of the date hereof.”

    


    (ii)           amending
and restating the definition of “Domestic Subsidiary” in its entirety as
follows:

    


    ““Domestic Subsidiary”
means a Subsidiary organized under the laws of the United States or any state
thereof.  For all purposes herein, the UK Subsidiary shall be treated
as a Domestic Subsidiary Guarantor.”

    


    §3.  Conditions
to Effectiveness.  This Amendment shall be deemed to be
effective as of the date hereof, subject to the satisfaction of the following
conditions precedent:

     

       
(a) receipt by the Co-Administrative Agents of a counterpart
signature page to this Amendment duly executed and delivered by the Borrowers,
the Co-Administrative Agents and the requisite Banks;

     

    (b) receipt
by the Co-Administrative Agents of a Domestic Subsidiary Guarantee duly executed
and delivered by Kaman UK Holdings Limited (“UK Subsidiary”) and
Industrial Rubber & Mechanics, Inc. (“PR
Subsidiary”);

     

    (c) receipt
by the Co-Administrative Agents of 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 Skadden Arps, Slate, Meagher &
Flom LLP, special English counsel to the Company;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (d) receipt
by the Co-Administrative Agents of certified copies of (i) all corporate action
taken by the UK Subsidiary and the PR Subsidiary to authorize the execution,
delivery and performance of the Domestic Subsidiary Guarantee and (ii) all the
UK Subsidiary’s and the PR Subsidiary’s Governing Documents;

     

    (e) receipt
by the Co-Administrative Agents of a Term Loan Credit Agreement duly executed
and delivered by the Company, the Co-Administrative Agents, the Administrator
and the various financial institutions party thereto; and

     

    (f) receipt
by the Co-Administrative Agents of such other documents as the Co-Administrative
Agents, for the benefit of the Banks and the Co-Administrative Agents, may
reasonably request.

     

    §4.  Representations
and Warranties.  Each Borrower hereby represents and warrants
to the Banks as follows:

     

    (a) Representation and
Warranties in the Credit Agreement.  The representations and
warranties of the Borrowers contained in the Credit Agreement were true and
correct in all material respects as of the date when made and continue to be
true and correct in all material respects on the date hereof, except to the
extent of changes resulting from transactions or events contemplated or
permitted by the Credit Agreement and the other Credit Documents and changes
occurring in the ordinary course of business that singly or in the aggregate are
not materially adverse to the Borrowers, or to the extent that such
representations and warranties relate expressly to an earlier date.

     

    (b)           Ratification,
Etc.  Except as expressly amended or waived hereby, the Credit
Agreement, the other Credit Documents and all documents, instruments and
agreements related thereto, are hereby ratified and confirmed in all respects
and shall continue in full force and effect.  The Credit Agreement,
together with this Amendment, shall be read and construed as a single
agreement.  All references in the Credit Documents to the Credit
Agreement or any other Credit Document shall hereafter refer to the Credit
Agreement or any other Credit Document as amended hereby.

     

    (c) Authority,
Etc.  The execution and delivery by the Borrowers of this
Amendment and the performance by each Borrower of all of its agreements and
obligations under the Credit Agreement and the other Credit Documents as amended
hereby are within the corporate authority of each Borrower and have been duly
authorized by all necessary corporate action on the part of such
Borrower.

     

    (d) Enforceability of
Obligations.  This Amendment and the Credit Agreement and the
other Credit Documents as amended hereby constitute the legal, valid and binding
obligations of each Borrower enforceable against each Borrower in accordance
with their terms, except as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the
enforcement of, creditors’ rights and except to the extent that availability of
the remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be
brought.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (e) No
Default.  No Default or Event of Default has occurred and is
continuing.

     

    §5.  No Other
Amendments.  Except as expressly provided in this Amendment,
all of the terms and conditions of the Credit Agreement and the other Credit
Documents remain in full force and effect, including, but not limited to, the
Consent to Revolving Credit Agreement, dated as of May 15, 2008, by and among
the Borrowers, the Banks signatory thereto, the Co-Administrative Agents and the
Administrator.  Nothing contained in this Amendment shall in any way
prejudice, impair or effect any rights or remedies of any Bank or the Borrowers
under the Credit Agreement or the other Credit Documents.

     

    §6.  Execution
in Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original, but which together
shall constitute one instrument.

     

    §7.  Expenses.  Pursuant
to Section 10.1
of the Credit Agreement, all costs and expenses incurred or sustained by the
Co-Administrative Agents in connection with this Amendment, including the fees
and disbursements of legal counsel for the Co-Administrative Agents in
producing, reproducing and negotiating the Amendment, will be for the account of
the Company whether or not this Amendment is consummated.

     

    §8.  Miscellaneous.  THIS
AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW
YORK AND 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). The captions in this Amendment are for convenience of
reference only and shall not define or limit the provisions hereof.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as a sealed instrument as of the
date first above written.

    


    
      
        
          	 
      	
                  KAMAN
      CORPORATION

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Robert M.
      Garneau

                
	 
      	
                  Name: 
      Robert M. Garneau

                
	 
      	
                  Title:   
      Executive Vice President and

                
	 
      	
                  Chief
      Financial Officer

                


        

      

    

    
 

    


    
      
        
          	 
      	
                  RWG
      FRANKENJURA-INDUSTRIE

                  FLUGWERLAGER
      GMBH

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Robert M.
      Garneau

                
	 
      	
                  Name: 
      Robert M. Garneau

                
	 
      	
                  Title:  
       Prokurist

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  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

                


        

      

    

    
 

    


    
      
        
          	 
      	
                  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 Co-Administrative Agent

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Todd
      Meller

                
	 
      	
                  Name:  Todd
      Meller

                
	 
      	
                  Title:    Managing
      Director

                


        

      

    

    


    


    


    
      
        
          	 
      	
                  THE
      BANK OF NOVA SCOTIA,

                  as
      a Bank

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Todd
      Meller

                
	 
      	
                  Name:  Todd
      Meller

                
	 
      	
                  Title:   Managing
      Director

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  JPMORGAN
      CHASE BANK, N.A.,

                  as
      a Bank

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Peter
      M. Killea

                
	 
      	
                  Name:  Peter
      M. Killea

                
	 
      	
                  Title:   Vice
      Presient

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  KEYBANK
      NATIONAL ASSOCIATION,

                  as
      a Bank

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Suzannah
      Harris

                
	 
      	
                  Name:  Suzannah
      Harris

                
	 
      	
                  Title:   Vice
      President

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  RBS
      CITIZENS, N.A.,

                  as
      a Bank

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Jeffrey
      C. Lynch

                
	 
      	
                  Name:  Jeffrey
      C. Lynch

                
	 
      	
                  Title:   SVP

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  WEBSTER BANK NATIONAL
      ASSOCIATION,

                  as
      a Bank

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Stephen
      Corcorran

                
	 
      	
                  Name:  Stephen
      Corcorran

                
	 
      	
                  Title:   Senior
      Vice President

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONSENT
OF GUARANTORS

    


    


    Each of the undersigned hereby
acknowledges and consents to Amendment No. 3 to Credit Agreement, dated as of
October 29, 2008, and agrees that the Domestic Subsidiary Guarantee, dated as of
August 5, 2005, executed by such Person in favor of each of the Bank Parties (as
defined therein), and all of the other Credit Documents to which such Person is
a party remain in full force and effect, and such Person confirms and ratifies
all of its obligations thereunder.

    


    
      
        
          	 
      	
                  KAMAN
      AEROSPACE GROUP, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Robert M.
      Garneau

                
	 
      	
                  Name:  Robert
      M. Garneau

                
	 
      	
                  Title:  Vice
      President and Treasurer

                


        

      

    

    
 

    


    
      
        
          
            	 
      	
                    KAMAN
      INDUSTRIAL

                      TECHNOLOGIES
      CORPORATION

                  
	 
      	 
      	 
      
	 
      	
                    By:  

                  	
                    /s/ Robert M.
      Garneau

                  
	 
      	
                    Name:  Robert
      M. Garneau

                  
	 
      	
                    Title:  Vice
      President and
Treasurer

                  


          

        

      

    

    


    


    


    
      
        
          	 
      	
                  KAMAN
      AEROSPACE CORPORATION

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Robert M.
      Garneau

                
	 
      	
                  Name:  Robert
      M. Garneau

                
	 
      	
                  Title:  Vice
      President and Treasurer

                


        

      

    

    
      
        
           

           

           

          
            	 
      	
                    KAMAN
      AEROSPACE

                    INTERNATIONAL
      CORPORATION

                  
	 
      	 
      	 
      
	 
      	
                    By:  

                  	
                    /s/ Robert M.
      Garneau

                  
	 
      	
                    Name:  Robert
      M. Garneau

                  
	 
      	
                    Title:  Vice
      President and Treasurer

                  


          

        

      

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	 
      	
                    KAMATICS
      CORPORATION

                  
	 
      	 
      	 
      
	 
      	
                    By:  

                  	
                    /s/ Robert M.
      Garneau

                  
	 
      	
                    Name:  Robert
      M. Garneau

                  
	 
      	
                    Title:  Vice
      President and
Treasurer

                  


          

        

      

    

    


    


    


    
      
        
          	 
      	
                  KAMAN
      X CORPORATION

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Robert M.
      Garneau

                
	 
      	
                  Name:  Robert
      M. Garneau

                
	 
      	
                  Title:  Vice
      President and Treasurer

                


        

      

    

     

    


    


    
      
        
          	 
      	
                  K-MAX
      CORPORATION

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Robert M.
      Garneau

                
	 
      	
                  Name:  Robert
      M. Garneau

                
	 
      	
                  Title:  Vice
      President and Treasurer

                


        

      

    

     

    


    
      
        
          	 
      	
                  KAMAN
      PLASTICFAB GROUP, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Robert M.
      Garneau

                
	 
      	
                  Name:  Robert
      M. Garneau

                
	 
      	
                  Title:  Vice
      President and Treasurer

                


        

      

    

    


    


    


    
      
        
          	 
      	
                  PLASTIC
      FABICATING COMPANY, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Robert M.
      Garneau

                
	 
      	
                  Name:  Robert
      M. Garneau

                
	 
      	
                  Title:  Vice
      President and Treasurer

                


        

      

    

    


    


    


    
      
        
          	 
      	
                  KAMAN
      PRECISON PRODUCTS, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Robert M.
      Garneau

                
	 
      	
                  Name:  Robert
      M. Garneau

                
	 
      	
                  Title:  Vice
      President and Treasurer

                


        

      

    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        
          	 
      	
                  INDUSTRIAL
      SUPPLY CORPORATION

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Robert M.
      Garneau

                
	 
      	
                  Name:  Robert
      M. Garneau

                
	 
      	
                  Title:  Vice
      President and Treasurer