KAMAN CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 12, 2017 3.25% Convertible Senior Notes due 2024Indenture • May 12th, 2017 • KAMAN Corp • Wholesale-machinery, equipment & supplies • New York
INDENTURE dated as of May 12, 2017 between KAMAN CORPORATION, a Connecticut corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Bank of America, N.A. One Bryant Park New York, NY 10036Base Call Option Transaction • May 12th, 2017 • KAMAN Corp • Wholesale-machinery, equipment & supplies
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated May 8, 2017 (the “Offering Memorandum”) relating to the 3.25% Convertible Senior Notes due 2024 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 175,000,000 (as increased by up to an aggregate principal amount of USD 25,000,000 if and to the extent that the Initial Purchasers (as defined herein) exercise their over-allotment option pursuant to the Purchase Agreement (t
Kaman Corporation Purchase AgreementPurchase Agreement • May 12th, 2017 • KAMAN Corp • Wholesale-machinery, equipment & supplies • New York
Kaman Corporation, a Connecticut corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $175,000,000 aggregate principal amount of its 3.25% Convertible Senior Notes due 2024 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $25,000,000 aggregate principal amount of its 3.25% Convertible Senior Notes due 2024 (the “Option Securities”), solely to cover over-allotments, if and to the extent that the Initial Purchasers shall have determined to exercise the over-allotment option to purchase such 3.25% Convertible Senior Notes due 2024 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash, shares of common stock of the Company, par value $1.00 pe
CALL OPTION TERMINATION AGREEMENT dated as of May 8, 2017 Between KAMAN CORPORATION and BANK OF AMERICA, N.A.Call Option Termination Agreement • May 12th, 2017 • KAMAN Corp • Wholesale-machinery, equipment & supplies • New York
THIS CALL OPTION TERMINATION AGREEMENT (this “Agreement”) with respect to the Call Option Confirmations (as defined below) is made as of May 8, 2017 between Kaman Corporation (“Company”) and Bank of America, N.A. (“Dealer”).
WARRANT TERMINATION AGREEMENT dated as of May 8, 2017 Between KAMAN CORPORATION and BANK OF AMERICA, N.A.Warrant Termination Agreement • May 12th, 2017 • KAMAN Corp • Wholesale-machinery, equipment & supplies • New York
THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) with respect to the Warrants Confirmations (as defined below) is made as of May 8, 2017, between Kaman Corporation (“Company”) and Bank of America, N.A. (“Dealer”).
ContractCredit Agreement • May 12th, 2017 • KAMAN Corp • Wholesale-machinery, equipment & supplies • New York
AMENDMENT NO. 1 dated as of May 8, 2017 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 6, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among KAMAN CORPORATION (the “Company”), RWG GERMANY GmbH, KAMAN COMPOSITES – UK HOLDINGS LIMITED and the other SUBSIDIARY BORROWERS from time to time party thereto (collectively, the “Borrowing Subsidiaries”), the LENDERS from time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A. and CITIZENS BANK, N.A., as Co-Syndication Agents, and SUNTRUST BANK, KEYBANK NATIONAL ASSOCIATION, TD BANK, N.A., BRANCH BANKING & TRUST COMPANY AND FIFTH THIRD BANK, as Co-Documentation Agents. Capitalized terms used in this Amendment but not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
