Exhibit 4.2
Wachovia Bank, N.A.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
[Wachovia Logo] Wachovia Securities
September 12, 2003
Via Facsimile and Overnight Delivery Service
--------------------------------------------
Kaman Corporation
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Executive Vice President & Chief Financial Officer
Re: Amendment to Credit Agreement
-----------------------------
Dear Xx. Xxxxxxx:
Reference is hereby made to:
(a) The Credit Agreement dated as of July 29, 2002 (as
amended, restated, supplemented or otherwise modified, the "Credit
Agreement") by and among Wachovia Bank, National Association, as
Lender ("Wachovia"), Kaman Corporation, as borrower and guarantor
("Kaman"), and RWG Frankenjura-Industrie Flugwerklager GmBH, as
borrower; and
(b) The Revolving Credit Agreement dated as of November 13,
2000 (as amended, restated, supplemented or otherwise modified,
the "Revolving Credit Agreement"), by and among Kaman, the banks
party thereto and The Bank of Nova Scotia ("Scotiabank") and Fleet
National Bank ("Fleet") as the Co-Administrative Agents for the
banks.
All capitalized undefined terms used in this letter shall
have the meanings assigned thereto in the Credit Agreement.
You have informed us that the Revolving Credit Agreement has
been amended as of the date hereof by Amendment No.2 to Revolving
Credit Agreement dated as of September 12, 2003 ("Amendment No.2")
Page 1
in the form attached hereto as Exhibit A Wachovia, as a bank under
the Revolving Credit Agreement has approved Amendment No.2.
Pursuant to the terms of Section 11.17 of the Credit Agreement,
Wachovia hereby amends the Credit Agreement to incorporate the
terms of Amendment No. 2 as applicable to the Credit Agreement.
Except as expressly set forth herein, the Credit Agreement
shall continue to be, and shall remain, in full force and effect.
This letter shall not be deemed to be a modification or amendment
of any other term or condition of the Credit Agreement or to
prejudice any other right or remedies which the Lender may now
have or may have in the future under or in connection with the
Credit Agreement or any other Loan Document or any of the
instruments or agreements referred to therein, as the same may be
amended, restated or otherwise modified from time to time. This
document is part of the Credit Agreement and constitutes a Loan
Document thereunder.
This letter and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by
the laws of the State of Connecticut, without reference to the
conflicts or choice of law principles thereof
Very truly yours,
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
ACKNOWLEDGED AND AGREED TO:
KAMAN CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Sr. V.P., CIO and Treasurer
RWG FRANKENJURA-INDUSTRIE
FLUGWERKLAGER GMBH
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Procurist
Page 2
