Exhibit 4.1
AMENDMENT NO. 2 TO
REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT (this
"Amendment") is made and dated as of September 12, 2003, by and
among (a) Kaman Corporation (the "Company"), (b) the Banks, and
(c) The Bank of Nova Scotia ("Scotiabank") and Fleet National Bank
("Fleet") as the Co-Administrative Agents for the Banks. Unless
otherwise defined herein, all capitalized terms used herein and
defined in the Credit Agreement are used herein as therein
defined.
WHEREAS, the Company, the Banks and the Co-Administrative
Agents and certain other parties have entered into that Revolving
Credit Agreement, dated as of November 13, 2000 (as amended by
Amendment No. 1 to Revolving Credit Agreement, dated as of June
28, 2002, and as further amended, supplemented, restated or
otherwise modified from time to time, the "Credit Agreement"),
pursuant to which the Banks have made, and have committed to make,
Loans and other credit extensions to the Company on the terms set
forth therein; and
WHEREAS, the Company has requested that the Banks amend the
Credit Agreement and the Banks, on the terms and subject to the
conditions set forth below, have agreed to amend the Credit
Agreement;
NOW, THEREFORE, in consideration of the foregoing premises,
the Company, the Banks and the Co-Administrative Agents agree as
follows:
Section 1. Amendments to the Credit Agreement.
(a) Section 5.3(c) of the Credit Agreement is hereby
amended by adding the following new clause (iii) to the end
thereof:
"(iii) each Subsidiary may guarantee the
Indebtedness and obligations of the Company under the Note
Purchase Agreement and the New Notes; provided that any Subsidiary
which guarantees the Company's Indebtedness and obligations under
the Note Purchase Agreement and New Notes shall also have signed a
Subsidiary Guarantee."
(b) Section 5.6 of the Credit Agreement is hereby
amended as follows:
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(i) The definition of "Reduction Amount" set forth
in Section 5.6 is hereby amended and restated in its entirety to
read as follows:
""Reduction Amount" shall mean, with respect to
each sale of assets pursuant to Section 5.6(b), (a) the book value
of such assets sold (including assets sold in transactions in
which the Company leases back such assets) or any portion thereof,
in respect of which the Aggregate Percentage determined in
connection with such sale exceeds the Designated Percentage
multiplied by (b) the Sharing Percentage."
(ii) The following new definition is hereby inserted
in Section 5.6 in the appropriate alphabetical location:
""Sharing Percentage" shall mean, with respect
to the Banks at any time of determination, the percentage equal to
(a) the Total Commitment divided by (b) the sum of (ii) the Total
Commitment at such time and (ii) the outstanding principal amount
of the New Notes at such time."
(c) Section 5.8(c) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
"(c) any Subsidiary Guarantee contemplated hereunder
(except to the extent set forth in any intercreditor agreement
entered into between the Banks and the holders of the New Notes on
or after the Second Amendment Effective Date)."
(d) Article V of the Credit Agreement is hereby amended
by adding a new Section 5.10 as follows:
"Section 5.10 Provisions Regarding New Notes.
With respect to the New Notes, permit the terms of the New Notes
and the Note Purchase Agreement to (a) contain any financial
covenants other than those contained in Article VI of this
Agreement or (b) permit any such financial covenants to be more
restrictive than their respective counterparts contained in
Articles VI of this Agreement, unless prior to or concurrently
with the execution of the Note Purchase Agreement or any
amendment, modification or supplement thereto which would result
in a breach of the provisions of this Section 5.10, the Company
has offered to amend this Agreement in order to incorporate herein
such additional and/or more restrictive financial covenant.
(e) Section 9.2 of the Credit Agreement is hereby
amended by adding the following new definitions in the appropriate
alphabetical location:
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"Amendment No. 2" shall mean Amendment No. 2 to
Revolving Credit Agreement, dated as of September 12, 2003, among
the Company, the Banks, and Fleet and Scotiabank as the Co-
Administrative Agents for the Banks.
"Note Purchase Agreement" shall mean the note
purchase agreement pursuant to which the New Notes are issued.
"New Notes" shall mean the unsecured notes issued on
or prior to June 30, 2004 by the Company in an aggregate principal
amount not to exceed $75,000,000, which notes (a) are guaranteed
by one or more of the Subsidiaries of the Company, (b) are pari
passu in right of payment to the Obligations and (c) have a
maturity date no earlier than September 30, 2007.
"Second Amendment Effective Date" shall mean the
"Effective Date" as defined in Amendment No. 2, which shall be on
September 12, 2003."
Section 2. Termination of Revolver B Commitment, Etc. Each
of the Company, the Banks and the Co-Administrative Agents hereby
agree that, immediately upon the Company's issuance of the New
Notes, the entire amount of the Revolver B Commitment shall
automatically and permanently terminate and the Company shall:
(a) pay in full the aggregate amount of all outstanding
Revolver B Loans and Bid Auction B Advances;
(b) pay in full the aggregate amount of all outstanding
Reimbursement Obligations in respect of Letters of Credit B; and
(c) deliver to the Administrator cash collateral (to be
held in a cash collateral account pursuant to a cash collateral
agreement satisfactory to the Administrator) in an amount equal to
the then existing Stated Amount of all outstanding Letters of
Credit B or (ii) deliver to the Issuer each outstanding Letter of
Credit B, marked "terminated" by the beneficiary
in each case together with all accrued interest thereon to the
date of such payment (including any amounts owing to the Banks
with a Revolver B Commitment under Section 1.17 arising as a
result of the prepayment of any such Loans on a date other than
the last Business Day of the Interest Period(s) applicable to such
Loans) and all Fees and other amounts then due the Banks with a
Revolver B Commitment under the Credit Agreement and each other
Credit Document.
Section 3. Intercreditor Agreement. Each of the Banks and
the Co-Administrative Agents hereby covenant and agree that, to the
extent requested by the holders of the New Notes, the Banks and
the Co-Administrative Agent shall enter into an intercreditor
agreement with such holders to define certain rights and
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obligations with respect to each other relating to the sharing of
payments made by any Subsidiary of the Company pursuant to the
Subsidiary Guarantees and/or the guarantees executed by the
Subsidiaries of the Company in favor of the holders of the New
Notes; provided such intercreditor agreement is substantially on
the terms set forth in Exhibit A hereto and otherwise in form and
substance reasonably acceptable to the Co-Administrative Agents
and the Company.
Section 4. Representation and Warranties. The Company
represents and warrants to each of the Banks and the Co-
Administrative Agents as follows:
(a) The representations and warranties of the Company
contained in the Credit Agreement (i) were true and correct in all
material respects when made and (ii) shall be true and correct in
all material respects on and as of the Effective Date.
(b) The execution and delivery by the Company of this
Amendment and the performance by the Company of its agreements and
obligations under this Amendment are within its corporate
authority, have been duly authorized by all necessary corporate
action. Such execution, delivery, and performance by the Company,
do not and will not (a) contravene any provision of the Company's
Governing Documents, (b) conflict with, or result in a breach of
the terms, conditions or provisions of, or constitute a default
under or result in the creation of any Lien upon any of the
property of the Company, under any agreement, trust, deed,
indenture, mortgage or other instrument to which the Company is a
party or by which the Company or any of its properties are bound
or affected, or (c) require any waiver, consent or approval by any
creditors, shareholders, or public authority.
(c) This Amendment and the Credit Agreement, as amended
hereby, constitutes the legal, valid and binding obligations of
the Company, enforceable in accordance with their respective
terms, except as enforcement may be limited by principles of
equity, bankruptcy, insolvency, or other laws affecting the
enforcement of creditors' rights generally.
(d) After giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing.
Section 5. Condition to Effectiveness. This Amendment shall
become effective as of the date hereof (the "Effective Date")
subject to satisfaction of the following conditions precedent:
(a) Amendment Agreement. This Amendment shall have been
duly authorized, executed and delivered to the Administrator by
the Company and each of the Banks.
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(b) Guarantor Consent. Each of the Obligors (other than
the Company) shall have duly authorized, executed and delivered to
the Administrator its consent to this Amendment, in form and
substance satisfactory to the Administrator.
(c) Officer's Certificate. The Administrator shall have
received from the Company a certificate, dated the Effective Date,
of its Secretary as to:
(i) resolutions of its Board of Directors then in
full force and effect authorizing the execution, delivery and
performance of the Amendment;
(ii) the incumbency and signatures of the officers
of the Company authorized to act with respect to the Amendment;
and
(iii)any amendments to the Governing Documents of the
Company since such Governing Documents were last certified to the
Co-Administrative Agents.
Such certificate shall be in form and substance satisfactory to
the Administrator.
Section 6. Expenses. The Company shall pay all reasonable
out-of-pocket expenses incurred by the Co-Administrative Agents in
connection with the preparation, negotiation, execution, delivery
and enforcement of this Amendment, including, but not limited to,
the reasonable fees and expenses of Xxxxxxx XxXxxxxxx LLP.
Section 7. Miscellaneous. From and after the date hereof,
this Amendment shall be deemed a Credit Document for all purposes
of the Credit Agreement and the other Credit Documents and each
reference to Credit Documents in the Credit Agreement and the
other Credit Documents shall be deemed to include this Amendment.
Any breach by any Obligor of the covenants and obligations of such
Obligor contained herein shall be an immediate Event of Default.
Except as expressly provided herein, this Amendment shall not, by
implication or otherwise, limit, impair, constitute a waiver of or
otherwise affect any rights or remedies of the Co-Administrative
Agents or the Banks under the Credit Agreement or the other Credit
Documents, nor alter, modify, amend or in any way affect any of
the obligations or covenants contained in the Credit Agreement or
any of the other Credit Documents, all of which are ratified and
confirmed in all respects and shall continue in full force and
effect.
Section 8. Counterparts. This Amendment may be executed in
any number of counterparts, but all of such counterparts shall
together constitute but one and the same agreement. Delivery of an
executed counterpart of a signature page by facsimile transmission
shall be effective as delivery of a manually executed counterpart
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of this Amendment. In making proof of this Amendment, it shall
not be necessary to produce or account for more than one such
counterpart.
Section 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
CONNECTICUT (WITHOUT REFERENCE TO CONFLICT OF LAWS).
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have duly executed this
Amendment as a sealed instrument as of the date first set forth
above.
KAMAN CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Sr. V.P., CIO & Treasurer
THE BANK OF NOVA SCOTIA,
as a Co-Administrative Agent
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Managing Director
FLEET NATIONAL BANK,
as a Co-Administrative Agent
and the Administrator
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
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BANKS
THE BANK OF NOVA SCOTIA,
as a Bank and as an Issuer
By /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Managing Director
FLEET NATIONAL BANK
By /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
CITIZENS BANK OF
MASSACHUSETTS
By /s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
XXXXXXX BANK
By /s / Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
WACHOVIA BANK, NATIONAL
ASSOCIATION
By /s/ Xxxxxxxx X. Xxxxxxx
Name: Xxxxxxxx X. Xxxxxxx
Title: Director
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JPMORGAN CHASE BANK
By /s/ Xxxxxx X. XxXxxxxxx
Name: Xxxxxx X. XxXxxxxxx
Title: Vice President
MELLON BANK, N.A.
By /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Assistant Vice President
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CONSENT OF GUARANTORS
Each of the undersigned hereby acknowledges and consents to
Amendment No. 2 to Revolving Credit Agreement, dated as of
September 12, 2003, and agrees that each of the Subsidiary
Guarantees, dated as of November 13, 2000, 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.
KAMAN AEROSPACE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
KAMAN INDUSTRIAL TECHNOLOGIES
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
KAMAN MUSIC CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
KAMAN AEROSPACE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
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KAMAN AEROSPACE INTERNATIONAL
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
KAMATICS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
KAMAN X CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
KMI EUROPE, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
K-MAX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
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KAMAN PLASTICFAB GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
PLASTIC FABICATING COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
XXXXX XXXXXX, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
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Exhibit A
Summary of Intercreditor Terms Relating to
the Guarantee Obligations of Kaman Subsidiaries
-----------------------------------------------
This is a summary of the intercreditor terms relating to the
rights and obligations of the Banks and the holders of the New
Notes (the "Noteholders", and together with the Banks,
collectively, the "Lenders") with respect to each other such that,
after a Notice of Election to Share (as defined below) has been
sent and so long as such notice remains in effect, any payments by
a Subsidiary of the Company received by any Lender on account of
the Noteholder Obligations (as defined below) or the Bank
Obligations (as defined below) shall be shared among all Lenders
equally and ratably in accordance with their respective Sharing
Percentages (as defined below).
Sharing Arrangements
--------------------
(a) Upon and during the continuance of an "Event of Default"
under the Note Purchase Agreement, the Noteholders may invoke the
sharing provisions by sending to the Banks a Notice of Election to
Share.
(b) Upon and during the continuance of an "Event of Default"
under the Credit Agreement, the Banks may invoke the sharing
provisions by sending to the Noteholders a Notice of Election to
Share.
(c) Each Lender (a "Receiving Lender") agrees that on and
after the delivery by such Lender of a Notice of Election to Share
or its receipt of a Notice of Election to Share, and so long as
such notice has not been terminated, any payment of any kind
thereafter received by it on account of the Obligations (such
payment, a "Shared Payment") from or on behalf of any Subsidiary
of the Company under a Subsidiary Guarantee or a Noteholder
Guaranty, as the case may be, is to be distributed to each Lender
equally and ratably in accordance with the respective Sharing
Percentage of such Lender in effect immediately prior to giving
effect to the distribution of such Shared Payment. A Shared
Payment shall include, without limitation, any payment resulting
from a set-off of a deposit account, any offset or any payment or
distribution made in the context of any insolvency or
reorganization proceeding, but shall not include any payment
resulting from any realization on collateral that does not consist
of (x) securities or other property of a Subsidiary, or (y)
deposits and other sums credited by or due from the Co-
Administrative Agents or any Lender to such Subsidiary.
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Any payments made by the Company in respect of the Bank
Obligations or the Noteholder Obligations shall not be subject to
any of the sharing arrangements set forth in this Exhibit A.
Definitions
-----------
"Bank Obligations" means all "Obligations" as defined in the
Credit Agreement.
"Noteholder Guaranty"- means a guaranty by the Subsidiaries of the
Company in favor of the Noteholders in respect of the Company's
obligations to the Noteholders under the Note Purchase Agreement
and the New Notes.
"Noteholder Obligations" means, collectively, without duplication,
all amounts owing by the Company and its Subsidiaries to the
Noteholders, pursuant to the terms of the Note Purchase Agreement,
the New Notes and the Noteholder Guaranty, in respect of fees,
expenses, and principal of, and interest and make-whole amount on,
the New Notes, and other amounts due under the Note Purchase
Agreement and the other related documents.
"Notice of Election to Share" means a notice executed and
delivered by the Noteholders or the Banks, as the case may be,
which notice shall invoke the sharing provisions provided in the
intercreditor agreement.
"Obligations" means, collectively, the Bank Obligations and the
Noteholder Obligations.
"Sharing Percentage" means, with respect to any Lender at any time
of determination, the percentage equal to (a) the sum of the
amount of the Obligations owed to such Lender at such time divided
by (b) the sum of the amount of the Obligations owed to all
Lenders at such time.
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