AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT

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: