|
Quotes & Info
|
| KAMN > SEC Filings for KAMN > Form 8-K on 18-Sep-2009 | All Recent SEC Filings |
18-Sep-2009
Entry into a Material Definitive Agreement
operational covenants.
The above summary of the Revolving Credit Agreement is qualified in its
entirety by reference to the full text of the Revolving Credit Agreement, a
complete copy of which is attached hereto as Exhibit 10.1 and is hereby
incorporated by reference.
Amended and Restated Term Loan Credit Agreement
On September 17, 2009, the Corporation, as borrower, entered into an Amended
and Restated Term Loan Credit Agreement (the "Term Loan Credit Agreement") with
Bank of America and The Bank of Nova Scotia, as Co-Administrative Agents, Bank
of America, as Administrator and Collateral Agent and the lenders signatory
thereto (such lenders collectively, the "Term Loan Lenders"). The Term Loan
Credit Agreement was originally entered into on October 29, 2008, and is in
addition to the Company's new Revolving Credit Agreement, discussed above.
The terms of the Term Loan Credit Agreement, as amended, now include the
following:
1) Term Loan: A $50 million facility (original principal amount as of
October 29, 2008) with a term expiring on October 29, 2012, including quarterly
payments of principal (which commenced on March 31, 2009) at the rate of 2.5%
with 62.5% of the initial aggregate principal payable in the final quarter.
2) Interest Rates. Interest rates are determined on the basis of a base rate
and an applicable margin based on the Corporation's credit rating from Standard
& Poor's.
3) Increase Option: Provisions permitting the Corporation from time to time
to incur, on no more than two occasions, up to $50 million in aggregate amount
of additional term loans with additional commitments from the Term Loan Lenders,
as they may agree, or new commitments from financial institutions acceptable to
the Co-Administrative Agents and the Corporation in their reasonable discretion,
and otherwise on terms satisfactory to the Term Loan Lenders.
4) Prepayment: Provisions permitting the Corporation to prepay borrowings in
whole or in part at any time without premium or penalty, subject to
reimbursement of certain Term Loan Lender costs, and otherwise on substantially
the same terms as the Revolving Credit Agreement.
5) Company Covenants: Provisions containing covenants required of the
Corporation and its subsidiaries including various affirmative and negative
financial and operational covenants, which are the same as those in place under
the Revolving Credit Agreement.
The above summary of the Term Loan Credit Agreement is qualified in its
entirety by reference to the full text of the Term Loan Credit Agreement, a
complete copy of which is attached hereto as Exhibit 10.2 and is hereby
incorporated by reference.
Security Agreement
On September 17, 2009, the Corporation and the Guarantors entered into a
Security Agreement with Bank of America, as Collateral Agent, to secure the
performance of all payment and other obligations of the Corporation and the
Guarantors under each of the Revolving Credit Agreement and the Term Loan Credit
Agreement, and the loan documents related to each such Credit Agreement. Under
the Security Agreement, the Corporation and each of the Guarantors have granted
to the Collateral Agent, for the benefit of the Secured Parties as defined in
each Credit Agreement, a lien upon and first priority security interest in (and
pledge and assignment of), substantially all of the assets and property of the
Corporation and each of the Guarantors, now owned or hereafter acquired,
wherever located, other than real property (collectively, the "Collateral"),
subject to certain specific limitations.
The Collateral also includes: (i) all equity interests held by the
Corporation and each Guarantor in their respective domestic subsidiaries;
(ii) 66 % of the equity interests held by the Corporation and each Guarantor in
their respective first tier foreign subsidiaries, and (iii) certain specified
patents, patent rights and trademarks, service marks and trademark and service
mark rights and copyrights owned by the Corporation and the Guarantors, but
excludes certain equipment for sale acquired by the Corporation pursuant to the
Corporation's Settlement Deed with the Commonwealth of Australia, dated
March 12, 2008, as amended.
The Security Agreement shall terminate upon satisfaction in full of all
payment and other obligations (excluding any obligation with respect to certain
cash management agreements, secured hedge agreements or secured lines) under the
Revolving Credit Agreement and the Term Loan Credit Agreement (and other loan
documents related thereto).
The above summary of the Security Agreement is qualified in its entirety by
reference to the full text of the Security Agreement, a complete copy of which
is attached hereto as Exhibit 10.3 and is hereby incorporated by reference.
Intercreditor Agreement
On September 17, 2009, Bank of America, as Administrator under the Revolving
Credit Agreement, as Administrator under the Term Loan Credit Agreement and as
Collateral Agent, entered into an intercreditor agreement (the "Intercreditor
Agreement"), acknowledged by the Corporation and each of the Guarantors,
pursuant to which the Revolving Loan Lenders, the Term Loan Lenders and the
Collateral Agent have agreed to certain priorities for the payment of the
obligations under the Revolving Credit Agreement and the Term Loan Credit
Agreement under certain circumstances.
The above summary of the Intercreditor Agreement is qualified in its entirety
by reference to the full text of the Intercreditor Agreement, a complete copy of
which is attached hereto as Exhibit 10.4 and is hereby incorporated by
reference.
The Company maintains a variety of relationships with a number of the lenders
that are parties to the Revolving Credit Agreement and the Term Loan Credit
Agreement, including
comprehensive banking services that involve the majority of the Corporation's
treasury receipt and disbursement operations, foreign currency borrowing
arrangements, letter of credit and foreign exchange needs, corporate purchase
card services, as well as master trust and investment advisory services for a
portion of the Kaman Corporation Employees' Pension Plan.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The descriptions of the Revolving Credit Agreement, the Term Loan Credit
Agreement, the Security Agreement and the Intercreditor Agreement set forth
under Item 1.01 above are hereby incorporated by reference in their entirety
into this Item 2.03.
Item 8.01 Other Events
On September 18, 2009, the Corporation issued a press release announcing the
entry into the Revolving Credit Agreement, the Term Loan Credit Agreement, the
Security Agreement and the Intercreditor Agreement. A copy of the Corporation's
September 18, 2009 press release is attached hereto as Exhibit 99.1 and is
hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 Revolving Credit Agreement dated as of September 17, 2009 by and among
the Corporation, Bank of America, N.A. and The Bank of Nova Scotia, as
Co-Administrative Agents, Bank of America, N.A., as Administrator and
Collateral Agent, RBS Citizens, National Association, as Syndication
Agent, and various Lenders signatory thereto.
10.2 Amended and Restated Term Loan Credit Agreement dated as of September
17, 2009 by and among the Corporation, Bank of America, N.A. and The
Bank of Nova Scotia, as Co-Administrative Agents, Bank of America, N.A.,
as Administrator and Collateral Agent, and various Lenders signatory
thereto.
10.3 Security Agreement dated as of September 17, 2009 by and among the
Corporation, the Domestic Subsidiary Guarantors (as defined in the
Revolving Credit Agreement) and Bank of America, N.A., as Collateral
Agent.
10.4 Intercreditor Agreement dated as of September 17, 2009 by and among Bank
of America, N.A., as Collateral Agent, Bank of America, N.A., as
Revolving Loan Administrator, and Bank of America, N.A., as Term Loan
Administrator, and acknowledged and agreed to by the Corporation and
certain subsidiaries of the Corporation signatory thereto.
99.1 Press Release of the Corporation dated September 18, 2009.
|
|
|