Unassociated Document


     

    
      Exhibit
4a(ii)

      Execution
Version

       

      AMENDMENT
NO. 2 TO

      REVOLVING
CREDIT AGREEMENT

      


      This
AMENDMENT NO. 2 TO REVOLVING
CREDIT AGREEMENT, dated as of April __, 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 1.5(a)(i) of
the Credit Agreement is hereby amended by inserting the phrase “or in one or
more Alternative Currencies” immediately after the term “Dollars”
thereof.

       

      (b)           Section 1.5(a)(ii)(C)
of the Credit Agreement is hereby amended by inserting the phrase “or an
Alternative Currency” immediately prior to the “.” at the end
thereof.

       

      (c)           Section
1.5(a)(iii)(A) of the Credit Agreement is hereby amended by deleting the
term “purpose” therein and inserting “propose” in lieu thereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      - 2 -

       

      (d)           Section 1.5(c)(i)(B)
of the Credit Agreement is hereby amended by inserting the phrase “the currency
and” at the beginning thereof.

       

      (e)           Section 1.5(d)(i) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:

      


      “(i)                      Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit, the Issuer shall notify the Company and the
Administrator thereof.  In the case of a Letter of Credit denominated
in an Alternative Currency, the Company shall reimburse the Issuer in such
Alternative Currency, unless (A) the Issuer (at its option) shall have specified
in such notice that it will require reimbursement in Dollars or (B) in the
absence of any such requirement for reimbursement in Dollars, the Company shall
have notified the Issuer promptly following receipt of the notice of drawing
that the Company will reimburse the Issuer in Dollars.  In the case of
any such reimbursement in Dollars of a drawing under a Letter of Credit
denominated in an Alternative Currency, the Issuer shall notify the Company of
the Dollar Equivalent of the amount of the drawing promptly following the
determination thereof.  Not later than 11:00 a.m. on the date of any
payment by the Issuer under a Letter of Credit to be reimbursed in Dollars, or
the Applicable Time on the date of any payment by the Issuer under a Letter of
Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the
Company shall reimburse the Issuer through the Administrator in an amount equal
to the amount of such drawing and in the applicable currency.  If the
Company fails to so reimburse the Issuer by such time, the Administrator shall
promptly notify each Bank of the Honor Date, the amount of the unreimbursed
drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in
the case of a Letter of Credit denominated in an Alternative Currency) (the
“Unreimbursed
Amount”), and the amount of such Bank’s Commitment Percentage
thereof.  In such event, the Company shall be deemed to have requested
a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an
amount equal to the Unreimbursed Amount, without regard to the minimum and
multiples specified in Section 1.3(a) for
the principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Aggregate Commitments and the conditions set forth in
Section 3.2
(other than the delivery of a Revolving Loan Notice).  Any notice
given by the Issuer or the Administrator pursuant to this Section 1.5(d)(i) may
be given by telephone if immediately confirmed in writing; provided, that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.”

       

      (f)           Section 1.8(d) of the
Credit Agreement is hereby amended by deleting the phrase “(or Cash
Collateralize the amount of such excess)” therein.

       

      
        (g)           Section 9.2 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 3 -

         

      

      “(a)           The
Administrator or the Issuer, as applicable, shall determine the Spot Rates as of
each Revaluation Date to be used for calculating Dollar Equivalent amounts of
Advances and 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 or the Issuer, absent
manifest error.

       

      (b)           Wherever
in this Agreement in connection with a Revolving Borrowing, the conversion,
continuation or prepayment of a Eurocurrency Rate Loan or the issuance,
amendment or extension of a Letter of Credit, an amount, such as a required
minimum or multiple amount, is expressed in Dollars, but such Revolving
Borrowing, Eurocurrency Rate Loan or Letter of Credit 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 or the Issuer, as the case may be, absent manifest
error.”

       

      (h)           Section 9.3 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

      


      “(a)           The
Company may from time to time request that Eurocurrency Rate Loans be made
and/or Letters of Credit be issued in a currency other than those specifically
listed in the definition of “Alternative Currency;” provided, that such
requested currency is in a lawful currency (other than Dollars) that is readily
available and freely transferable and convertible into Dollars.  In
the case of any such request with respect to the making of Eurocurrency Rate
Loans, such request shall be subject to the approval of the Administrator and
the Banks; and in the case of any such request with respect to the issuance of
Letters of Credit, such request shall be subject to the approval of the
Administrator and the Issuer.

      


      (b)                      Any
such request shall be made to the Administrator not later than 11:00 a.m., 20
Business Days prior to the date of the desired Advance (or such other time or
date as may be agreed by the Administrator and, in the case of any such request
pertaining to Letters of Credit, the Issuer, in its or their sole
discretion).  In the case of any such request pertaining to
Eurocurrency Rate Loans, the Administrator shall promptly notify each Bank
thereof; and in the case of any such request pertaining to Letters of Credit,
the Administrator shall promptly notify the Issuer thereof.  Each Bank
(in the case of any such request pertaining to Eurocurrency Rate Loans) or the
Issuer (in the case of a request pertaining to Letters of Credit) shall notify
the Administrator, not later than 11:00 a.m., ten Business Days after receipt of
such request whether it consents, in its sole discretion, to the making of
Eurocurrency Rate Loans or Letters of Credit, as the case may be, in such
requested currency.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          - 4 -

           

        

      

      (c)                      Any
failure by a Bank or the Issuer, as the case may be, to respond to such request
within the time period specified in the preceding sentence shall be deemed to be
a refusal by such Bank or the Issuer, as the case may be, to permit Eurocurrency
Rate Loans to be made or Letters of Credit to be issued in such requested
currency.  If the Administrator and all the Banks consent to making
Eurocurrency Rate Loans in such requested currency, the Administrator shall
notify the Company and such currency shall thereupon be deemed for all purposes
to be an Alternative Currency hereunder for purposes of any Revolving Borrowings
of Eurocurrency Rate Loans; and if the Administrator and the Issuer consent to
the Letters of Credit in such requested currency, the Administrator shall so
notify the Company and such currency shall thereupon be deemed for all purposes
to be an Alternative Currency hereunder for purposes of any Letter of Credit
issuances.  If the Administrator shall fail to obtain consent to any
request for additional currency under this Section 9.3, the
Administrator shall promptly so notify the Company.”

      


      (i)           The
definition of “Alternative Currency Equivalent” in Section 9.7 of the
Credit Agreement is hereby amended by inserting the phrase “or the Issuer, as
the case may be,” immediately after the term “Administrator”.

      


      (j)           The
definition of “Alternative Currency Sublimit” in Section 9.7 of the
Credit Agreement is hereby amended by deleting the term “$25,000,000” therein
and inserting “$150,000,000” in lieu thereof.

      


      (k)           The
definition of “Dollar Equivalent” in Section 9.7 of the
Credit Agreement is hereby amended by inserting the phrase “or the Issuer, as
the case may be,” immediately after the term “Administrator”.

      


      (l)           The
definition of “Outstanding Amount” in Section 9.7 of the
Credit Agreement is hereby amended and restated in its entirety as
follows:

      


      “Outstanding Amount”
means (a) 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; and
(b) with respect to any L/C Obligations on any date, the Dollar Equivalent
amount of the aggregate outstanding amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any
other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Borrowers of Unreimbursed
Amounts.

      


      (m)           Clause
(b) of the definition of “Revaluation Date” in Section 9.7 of the
Credit Agreement is hereby amended and restated in its entirety as
follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          - 5 -

           

        

      

      “(b) with
respect to any Letter of Credit, each of the following:  (i) each date
of issuance of a Letter of Credit denominated in an Alternative Currency, (ii)
each date of an amendment of any such Letter of Credit having the effect of
increasing the amount thereof  (solely with respect to the increased
amount), (iii) each date of any payment by the Issuer under any Letter of Credit
denominated in an Alternative Currency, (iv) in the case of the Existing Letters
of Credit, as of the Effective Date, and (v) such additional dates as the
Administrator or the Issuer shall determine or the Majority Banks shall
require.”

      


      (n)           The
definition of “Same Day Funds” in Section 9.7 of the
Credit Agreement is hereby amended by inserting the phrase “or the Issuer, as
the case may be,” immediately after the term “Administrator”.

      


      (o)           The
definition of “Spot Rate” in Section 9.7 of the
Credit Agreement is hereby amended and restated in its entirety as
follows:

      


      “Spot Rate” for a
currency means the rate determined by the Administrator or the Issuer, as
applicable, 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
or Issuer may obtain such spot rate from another financial institution
designated by the Administrator or the Issuer if the Person acting in such
capacity does not have as of the date of determination a spot buying rate for
any such currency; and provided further that the
Issuer may use such spot rate quoted on the date as of which the foreign
exchange computation is made in the case of any Letter of Credit denominated in
an Alternative Currency.

      


      §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; and

       

          (b) 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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          - 6 -

           

        

      

      (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.  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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          - 7 -

           

        

      

      §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:
      

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

                                                      	 
	 	 	 	 	 
	 	 	 	 	 
	 	RWG FRANKENJURA-INDUSTRIE
      FLUGWERLAGER GMBH	 
	 	 	 	 	 
	 	
                                                        By:
      

                                                      	 	 
	 	 	Name: 	Robert
      M. Garneau	 
	 	 	Title: 	
                                                        Prokurist

                                                      	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            SIGNATURE
PAGE TO AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      
        
          
            
              
                
                  
                    	 	
                            BANK OF AMERICA,
      N.A.,

                            as a Co-Administrative Agent and the
      Administrator

                          	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 	 
	 	 	Name: 	
                          	 
	 	 	Title: 	
                          	 


                  

                

              

            

          

        

         

         

        
          
            
              
                
                  
                    
                      	 	
                              BANK OF AMERICA,
      N.A.,

                              as
      a Bank

                            	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 	 
	 	 	Name: 	
                            	 
	 	 	Title: 	
                            	 


                    

                  

                

              

            

          

           

          
            
              
                SIGNATURE
PAGE TO AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              
                
                  
                    
                      
                        
                          	 	
                                  
                                    THE
      BANK OF NOVA SCOTIA,
as
      a Co-Administrative Agent

                                	 
	 	 	 	 
	
                                   

                                	
                                  By:
      

                                	 	 
	 	 	Name: 	
                                	 
	 	 	Title: 	
                                	 


                        

                      

                    

                  

                

              

               

               

              
                
                  
                    
                      
                        
                          
                            	 	
                                    
                                      THE
      BANK OF NOVA SCOTIA,

                                      as
      a Bank

                                    

                                  	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	 	 
	 	 	Name: 	
                                  	 
	 	 	Title: 	
                                  	 


                          

                        

                      

                    

                  

                

                 

                
                  
                    SIGNATURE
PAGE TO AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

              

            

          

        

      

      
        
          
            
              
                
                  
                    	 	
                            
                              JPMORGAN
      CHASE BANK, N.A.,

                              as
      a Bank

                            

                          	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 	 
	 	 	Name: 	
                          	 
	 	 	Title: 	
                          	 


                  

                

              

            

          

        

         

      

      
        
          SIGNATURE
PAGE TO AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      	 	
                              
                                
                                  KEYBANK
      NATIONAL ASSOCIATION,
as
      a Bank

                              

                            	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 	 
	 	 	Name: 	
                            	 
	 	 	Title: 	
                            	 


                    

                  

                

              

            

          

           

           

          
            
              SIGNATURE
PAGE TO AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    
                                      
                                        CITIBANK,
      N.A.,

                                        as
      a Bank

                                      

                                    

                                  	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	 	 
	 	 	Name: 	
                                  	 
	 	 	Title: 	
                                  	 


                          

                        

                      

                    

                  

                

                 

                
                  
                    SIGNATURE
PAGE TO AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	
                                          
                                            
                                              
                                                WEBSTER
      BANK NATIONAL ASSOCIATION,
as
      a Bank

                                            

                                          

                                        	 
	 	 	 	 
	
                                           

                                        	
                                          By:
      

                                        	 	 
	 	 	Name: 	
                                        	 
	 	 	Title: 	
                                        	 


                                

                              

                            

                          

                        

                      

                       

                       

                      
                        
                          SIGNATURE
PAGE TO AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                    

                  

                

              

            

          

        

      

      CONSENT
OF GUARANTORS

      


      


      Each of the undersigned hereby
acknowledges and consents to Amendment No. 2 to Credit Agreement, dated as of
April __, 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:
      

                          	 	 
	 	 	Name: 	Robert M.
      Garneau	 
	 	 	Title: 	
                            Vice
      President and Treasurer

                          	 


                  

                

              

            

          

        

         

        
           

          
            
              
                
                  
                    
                      
                        
                          	 	
                                  KAMAN
      INDUSTRIAL TECHNOLOGIES CORPORATION

                                	 
	 	 	 	 
	
                                   

                                	
                                  By:
      

                                	 	 
	 	 	Name: 	Robert M.
      Garneau	 
	 	 	Title: 	
                                  Vice
      President and Treasurer

                                	 


                        

                      

                    

                  

                

              

            

             

          

        

        
          
            
              
                
                  
                    
                      
                         

                        
                          
                            
                              
                                
                                  
                                    
                                      	 	
                                              
                                                KAMAN
      AEROSPACE CORPORATION

                                              

                                            	 
	 	 	 	 
	
                                               

                                            	
                                              By:
      

                                            	 	 
	 	 	Name: 	Robert M.
      Garneau	 
	 	 	Title: 	
                                              Vice
      President and Treasurer

                                            	 


                                    

                                  

                                

                              

                            

                          

                           

                        

                      

                    

                  

                

              

            

          

        

      

      
        
           

          
            
              
                
                  
                    
                      
                        
                          	 	
                                  
                                    KAMAN
      AEROSPACE INTERNATIONAL CORPORATION

                                  

                                	 
	 	 	 	 
	
                                   

                                	
                                  By:
      

                                	 	 
	 	 	Name: 	Robert M.
      Garneau	 
	 	 	Title: 	
                                  Vice
      President and Treasurer

                                	 


                        

                      

                    

                  

                

              

            

             

             

            
              
                SIGNATURE
PAGE TO AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      

      


      
         

        
          
            
              
                
                  
                    
                      	 	
                              
                                
                                  KAMATICS
      CORPORATION

                                

                              

                            	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 	 
	 	 	Name: 	Robert M.
      Garneau	 
	 	 	Title: 	
                              Vice
      President and Treasurer

                            	 


                    

                  

                

              

            

          

           

        

      

      
        
           

          
            
              
                
                  
                    
                      
                        	 	
                                
                                  
                                    
                                      KAMAN
      X CORPORATION

                                    

                                  

                                

                              	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	 	 
	 	 	Name: 	Robert M.
      Garneau	 
	 	 	Title: 	
                                Vice
      President and Treasurer

                              	 


                      

                    

                  

                

              

            

             

          

        

        
           

          
            
              
                
                  
                    
                      
                        	 	
                                
                                  
                                    
                                      
                                        K-MAX
      CORPORATION

                                      

                                    

                                  

                                

                              	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	 	 
	 	 	Name: 	Robert M.
      Garneau	 
	 	 	Title: 	
                                Vice
      President and Treasurer

                              	 


                      

                    

                  

                

              

            

             

          

        

      

      
        
           

          
            
              
                
                  
                    
                      
                        	 	
                                
                                  
                                    
                                      
                                        
                                          KAMAN
      PLASTICFAB GROUP, INC.

                                        

                                      

                                    

                                  

                                

                              	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	 	 
	 	 	Name: 	Robert M.
      Garneau	 
	 	 	Title: 	
                                Vice
      President and Treasurer

                              	 


                      

                    

                  

                

              

            

             

          

        

        
           

          
            
              
                
                  
                    
                      
                        	 	
                                
                                  
                                    
                                      
                                        
                                          PLASTIC
      FABICATING COMPANY, INC.

                                        

                                      

                                    

                                  

                                

                              	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	 	 
	 	 	Name: 	Robert M.
      Garneau	 
	 	 	Title: 	
                                Vice
      President and Treasurer

                              	 


                      

                    

                  

                

              

            

             

          

        

      

      
        
           

          
            
              
                
                  
                    
                      
                        	 	
                                
                                  
                                    
                                      
                                        
                                          
                                            KAMAN
      DAYRON, INC.

                                          

                                        

                                      

                                    

                                  

                                

                              	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	 	 
	 	 	Name: 	Robert M.
      Garneau	 
	 	 	Title: 	
                                Vice
      President and Treasurer

                              	 


                      

                    

                  

                

              

            

             

            
              SIGNATURE
PAGE TO AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT