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.
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(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:
“(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.
