INTERCREDITOR AGREEMENT

Exhibit 10.4

Execution Version

INTERCREDITOR AGREEMENT

Dated as of September 17, 2009

among

BANK OF AMERICA, N.A.,
as Revolving Loan Administrator,

BANK OF AMERICA, N.A.,
as Term Loan Administrator and

BANK OF AMERICA, N.A.,
as Collateral Agent

and Acknowledged and Agreed to by

KAMAN CORPORATION
and
CERTAIN SUBSIDIARIES

TABLE OF CONTENTS

INTERCREDITOR AGREEMENT

     This INTERCREDITOR AGREEMENT (this “ Agreement ”), dated as of September 17, 2009, is by and among the Bank of America, N.A. (“ Bank of America ”), as administrator for the Revolving Loan Lenders (the “ Revolving Loan Administrator ”), Bank of America, as administrator for the Term Loan Lenders (the “ Term Loan Administrator ”) and Bank of America, as collateral agent under the Revolving Credit Agreement, the Term Loan Credit Agreement, the Collateral Documents and this Agreement (the “ Collateral Agent ”), and acknowledged by the Loan Parties (as defined below). Capitalized terms used in this Agreement have the meanings ascribed in Section 1.1 .

      WHEREAS , Kaman Corporation, (the “ Company ”), certain Subsidiaries of the Company from time to time party thereto (each a “ Revolving Loan Borrower ” and collectively the “ Revolving Loan Borrowers ”), each Revolving Loan Lender from time to time party thereto (each a “ Revolving Loan Lender ”), the Revolving Loan Administrator, Bank of America and Bank of Nova Scotia (“ Nova Scotia ”), each as a Co-Administrative Agent for the Revolving Loan Lenders (individually in such capacity, a “ Revolving Loan Co-Administrative Agent ” and collectively, the “ Revolving Loan Co-Administrative Agents ”), RBS Citizens National Association, as Syndication Agent, and Bank of America, as collateral agent for the Revolving Secured Parties, are parties to the Revolving Credit Agreement dated as of September 17, 2009 (the “ Revolving Credit Agreement ”), pursuant to which the Revolving Loan Lenders may from time to time make Revolving Loans and issue Letters of Credit; and

      WHEREAS , the Company (the “ Term Loan Borrower ”, and together with the Revolving Loan Borrowers, the “ Borrowers ”), each Term Loan Lender from time to time party thereto (each a “ Term Loan Lender ”), the Term Loan Administrator, Bank of America and Nova Scotia, each as a Co-Administrative Agent for the Term Loan Lenders (individually in such capacity, a “ Term Loan Co-Administrative Agent ” and collectively, the “ Term Loan Co-Administrative Agents ”, and together with the Revolving Loan Co-Administrative Agents, the “ Co-Administrative Agents ”), and Bank of America, as collateral agent for the Term Secured Parties are parties to the Amended and Restated Term Loan Credit Agreement dated as of September 17, 2009 (“ Term Loan Credit Agreement ”), pursuant to which the Term Loan Lenders amended and restated term loans originally made to the Company on October 29, 2008; and

      WHEREAS , pursuant to the Collateral Documents, certain of the Loan Parties are granting to Bank of America, in its capacity as Collateral Agent, for the benefit of the Senior Secured Parties, liens upon and security interests in the Collateral to secure the Senior Obligations; and

      WHEREAS , pursuant to the Guarantees, certain of the Loan Parties have guaranteed the Senior Obligations; and

      WHEREAS , the Revolving Loan Lenders and the Term Loan Lenders (including in their capacities as potential Hedge Banks, Cash Management Banks or Line Banks, as applicable) have, pursuant to the Revolving Credit Agreement and the Term Loan Credit Agreement, respectively, appointed Bank of America as their agent with respect to the Collateral; and

      WHEREAS , the Revolving Loan Lenders, the Term Loan Lenders, and the Collateral Agent desire to agree to certain priorities for the payments of the Senior Obligations under certain circumstances;

      NOW THEREFORE , in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

SECTION 1.
DEFINITIONS

     1.1. Defined Terms . As used in this Agreement, the following capitalized terms shall have the following meanings:

     “ Agreement ” has the meaning specified in the recitals.

     “ Bank of America ” has the meaning specified in the recitals.

     “ Bankruptcy Event ” means an event described in Section 8.01(g) of the Revolving Credit Agreement or 7.1(g) of the Term Loan Credit Agreement.

     “ Borrowers ” has the meaning specified in the recitals.

     “ Cash Collateralize ” has the meaning ascribed thereto in each of the Revolving Credit Agreement and Term Loan Credit Agreement, respectively.

     “ Cash Equivalents ” has the meaning specified in each of the Revolving Credit Agreement and Term Loan Credit Agreement, respectively.

     “ Cash Management Bank ” has the meaning ascribed thereto in each of the Revolving Credit Agreement and the Term Loan Credit Agreement, respectively.

     “ Co-Administrative Agents ” has the meaning ascribed thereto in the recitals.

     “ Code ” means the Uniform Commercial Code as in effect in the State of New York from time to time.

     “ Collateral ” means collectively, all of the personal property, now owned or hereafter existing or acquired by any Loan Party, or in which any Loan Party has any right, title or interest, with respect to which a lien is purported to be granted to the Collateral Agent for the benefit of any of the Senior Secured Parties under any Collateral Document, and any amounts received by the Collateral Agent or any Senior Secured Party from the exercise of any rights of set-off or banker’s lien (whether by law, contract or otherwise) with respect to any Loan Party.

     “ Collateral Agent ” has the meaning specified in the recitals.

     “ Collateral Documents ” means the “Collateral Documents” as such term is defined in each Credit Agreement, together with any other agreement, document or instrument in effect on the date hereof or executed by any Loan Party after the date hereof, under which such Loan Party has granted a lien upon, or security interest in, any property or assets to the Collateral Agent to secure all, or any part of, the Senior Obligations, all financing statements, certificates, documents and instruments relating thereto or executed or provided in connection therewith.

     “ Collateral Security Account ” has the meaning specified in Section 2.1 .

     “ Commitment ” has the meaning ascribed thereto in the Revolving Credit Agreement.

     “ Credit Agreement ” or “ Credit Agreements ” means each of the Revolving Credit Agreement and the Term Loan Credit Agreement.

     “ Domestic Subsidiary Guarantee ” has the meaning ascribed thereto in each Credit Agreement.

     “ Event of Default ” has the meaning ascribed thereto in each Credit Agreement, as the case may be.

     “ Guarantee ” or “ Guarantees ” means individually or collectively the “Domestic Subsidiary Guarantees” and the “Company Guarantees”, each as defined in each Credit Agreement.

     “ Hedge Bank ” has the meaning ascribed thereto in each of the Revolving Credit Agreement and the Term Loan Credit Agreement, respectively.

     “ L/C Borrowings ” has the meaning ascribed thereto in the Revolving Credit Agreement.

     “ L/C Issuer ” has the meaning ascribed thereto in the Revolving Credit Agreement.

     “ L/C Obligations ” has the meaning ascribed thereto in the Revolving Credit Agreement.

     “ Letter of Credit ” has the meaning ascribed thereto in the Revolving Credit Agreement.

     “ Letter of Credit Fee ” has the meaning ascribed thereto in the Revolving Credit Agreement.

     “ Line Bank ” has the meaning ascribed thereto in each of the Revolving Credit Agreement and the Term Loan Credit Agreement, respectively.

     “ Loan Parties ” has the meaning provided for in the Revolving Credit Agreement and the Term Loan Credit Agreement on the date hereof.

     “ Notice of Event of Default ” means a notice (a) by the Term Loan Administrator on behalf of Required Term Loan Lenders or (b) by the Revolving Loan Administrator on behalf of the Required Revolving Loan Lenders, in each case delivered to the Collateral Agent and certifying that an Event of Default has occurred.

     “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

     “ Required Revolving Loan Lenders ” means “Required Lenders” as that term is defined in the Revolving Credit Agreement.

     “ Required Senior Lenders ” means at any date of determination, Senior Lenders holding more than 50% of the sum of the Senior Lender Exposure.

     “ Required Term Loan Lenders ” means “Required Lenders” as that term is defined in the Term Loan Credit Agreement.

     “ Revolving Credit Agreement ” has the meaning ascribed thereto in the recitals hereto.

     “ Revolving Loan ” means a “Loan” as that term is defined in the Revolving Credit Agreement.

     “ Revolving Loan Lenders ” has the meaning set forth in the recitals.

     “ Revolving Loan Lender Exposure ” means, at any time, the sum of (a) the principal amount of Revolving Loans and Swing Line Loans, (b) L/C Obligations and (c) to the extent such Commitments are available to be drawn, the unfunded Commitments at such time.

     “ Revolving Loan Obligations ” means the “Obligations” as defined in the Revolving Credit Agreement.

     “ Revolving Secured Parties ” means the “Secured Parties” as defined in the Revolving Credit Agreement.

     “ Secured Cash Management Agreements ” has the meaning ascribed thereto in each of the Revolving Credit Agreement and the Term Loan Credit Agreement, respectively

     “ Secured Hedge Agreements ” has the meaning ascribed thereto in each of the Revolving Credit Agreement and the Term Loan Credit Agreement, respectively.

     “ Secured Lines ” has the meaning ascribed thereto in each of the Revolving Credit Agreement and the Term Loan Credit Agreement, respectively.

     “ Senior Credit Documents ” means collectively the “Loan Documents” (as defined in the Revolving Credit Agreement), and the “Loan Documents” (as defined in the Term Loan Credit Agreement) any document or instrument evidencing or securing any Senior Obligations and all other documents from time to time delivered under any of such documents or in connection therewith.

     “ Senior Lender Exposure ” means, at any time, the sum of the Revolving Loan Lender Exposure and the Term Loan Lender Exposure at such time.

     “ Senior Lenders ” means the Revolving Loan Lenders and the Term Loan Lenders.

     “ Senior Loans ” means the “Loans” as defined in each of the Revolving Credit Agreement and the Term Loan Credit Agreement.

     “ Senior Obligations ” means (a) all Revolving Loan Obligations and Term Loan Obligations and (b) all sums payable by any of the Loan Parties under this Agreement or any other Senior Credit Document. The term Senior Obligations shall include all of the foregoing indebtedness, lia