FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Exhibit
1
EXECUTION
VERSION
FIRST
AMENDMENT TO
This
FIRST
AMENDMENT
TO REVOLVING CREDIT AGREEMENT,
dated
as of January 31, 2007 (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.
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
1.14(a)
of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
“(a) Request
for Increase.
Provided there exists no Default, upon notice to the Administrator (which shall
promptly notify the Banks), (i) prior to January 31, 2007, the Company may
from
time to time request an increase in the Aggregate Commitments by an amount
(for
all such requests after such date) not exceeding $50,000,000, and (ii) after
January 31, 2007, may from time to time request an increase in the Aggregate
Commitments by an amount (for all such requests) not exceeding $50,000,000;
provided,
that
(A) any such request for an increase shall be in a minimum amount of $5,000,000,
and (B) the Company may make a maximum of three (3) such requests pursuant
to
each of clause (i) and clause (ii) above. At the time of sending such notice,
the Company (in consultation with the Administrator) shall specify the time
period within which each Bank is requested to respond (which shall in no event
be less than ten Business Days from the day of delivery of such notice to the
Banks).”
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(b) Section
5.3
of the
Credit Agreement is hereby amended and restated in its entirety to read as
follow:
“Section
5.3 Contingent
Liabilities.
Assume,
guarantee, endorse or otherwise become liable upon the obligations of any Person
or enter into any other agreement having substantially the same effect as a
Guarantee, except for (a) the endorsement of negotiable instruments for deposit
or collection or other transactions in the ordinary course of business which
are
not material to the Company and its Subsidiaries when taken as a whole, (b)
Repurchase Obligations which individually and in the aggregate do not exceed
$15,000,000, (c) Repurchase Obligations permitted under Section
5.2
of this
Agreement or (d) obligations incurred by the Company or a Subsidiary to a third
party which do not constitute Indebtedness; 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, and (ii) 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. The
foregoing shall not prohibit contractual indemnities, not having substantially
the same effect as a Guarantee, given in the ordinary course of business.
Neither such contractual indemnities nor contingent liabilities under
clause
(d)
of this
Section
5.3
shall be
included for purposes of calculating any financial covenant under this
Agreement.”
(c) Section
5.11
of the
Credit Agreement is hereby amended by deleting the words “the shareholders” in
the second place where such phrase appears in clause
(iii)
of
Section
5.11.
(d) Section
10.8
of the
Credit Agreement is hereby amended by amending and restating such Section
10.8
as
follows:
“Section
10.8 THIS
AGREEMENT AND EACH OTHER CREDIT DOCUMENT 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).”
§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:
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(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)
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.
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.
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§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.
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KAMAN
CORPORATION
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Executive Vice President and
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Chief
Financial Officer
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RWG
FRANKENJURA-INDUSTRIE
FLUGWERLAGER
GMBH
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Prokurist
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BANK
OF AMERICA, N.A.,
as
a Co-Administrative Agent and the Administrator
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By:
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/s/ Xxxxxxx
X. Xxxxxxx
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Name:
Xxxxxxx X. Xxxxxxx
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Title:
Vice President
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BANK
OF AMERICA, N.A.,
as
a Bank
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By:
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/s/ Xxxxxxx
X. Xxxxxxxx
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Name:
Xxxxxxx X. Xxxxxxxx
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Title:
Managing Director
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THE
BANK OF NOVA SCOTIA,
as
a Co-Administrative Agent
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By:
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/s/ Xxxx
Xxxxxx
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Name:
Xxxx Xxxxxx
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Title:
Managing Director
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THE
BANK OF NOVA SCOTIA,
as
a Bank
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By:
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/s/ Xxxx
Xxxxxx
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Name:
Xxxx Xxxxxx
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Title:
Managing Director
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JPMORGAN
CHASE BANK, N.A.
as
Syndication Agent and a Bank
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By:
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/s/ Xxxxx
X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
Vice President
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By:
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/s/ Xxxxxxxx
Xxxxxx
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Name:
Xxxxxxxx Xxxxxx
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Title:
Vice President
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| CITIBANK, N.A. | ||
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By:
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/s/ Xxxxxxx
XxXxxxxx
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Name:
Xxxxxxx XxXxxxxx
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Title:
Vice President
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| XXXXXXX BANK NATIONAL ASSOCIATION | ||
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By:
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/s/ Xxxxx
X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
Vice President
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CONSENT
OF GUARANTORS
Each
of
the undersigned hereby acknowledges and consents to Amendment No. 1 to Credit
Agreement, dated as of August 5, 2005, 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.
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KAMAN
AEROSPACE GROUP, INC.
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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KAMAN
INDUSTRIAL TECHNOLOGIES
CORPORATION
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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KAMAN
MUSIC CORPORATION
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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KAMAN
AEROSPACE CORPORATION
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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KAMAN
AEROSPACE INTERNATIONAL
CORPORATION
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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KAMATICS
CORPORATION
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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KAMAN
X CORPORATION
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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KMI
EUROPE, INC.
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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K-MAX
CORPORATION
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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KAMAN
PLASTICFAB GROUP, INC.
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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PLASTIC
FABICATING COMPANY, INC.
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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XXXXX
XXXXXX, INC.
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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GENZ
BENZ ENCLOSURES, INC.
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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MUSICORP,
LLC (f/k/a KAMAN MBT, INC.)
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By:
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/s/ Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President and Treasurer
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