FIRST AMENDMENT TO
SECURITIES AND ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO SECURITIES AND ASSET PURCHASE AGREEMENT (this Amendment), is made as of December 26, 2019, by and among Kaman Aerospace Group, Inc., a Connecticut corporation (the Buyer), Kaman Corporation, a Connecticut corporation, for the limited purposes of Section 10.22 of the Purchase Agreement (the Guarantor), Bal Seal Engineering, Inc., a California corporation, or, following the consummation of the Restructuring, the limited liability company that will be the successor thereof (the Company), Peter J. Balsells, in his capacity as trustee of The Balsells Family Trust Dated October 1, 1985 Trust A, as Wholly Amended And Restated June 5, 2019 (the BF Trust), 19650 Pauling, LLC, a California limited liability company (the California Owned Real Property Seller), and Pauling Properties LLC, a California limited liability company (the Colorado Owned Real Property Seller). All capitalized terms used herein but not defined shall have the meanings given to those terms in the Purchase Agreement.
WHEREAS, the Buyer, the Guarantor, the Company, the BF Trust, the California Owned Real Property Seller, and the Colorado Owned Real Property Seller entered into that certain Securities and Asset Purchase Agreement, dated as of November 4, 2019 (the Purchase Agreement), relating to the sale of the Company, the California Owned Real Property (which, for avoidance of doubt, shall not include the Soccer Field), and the Colorado Owned Real Property; and
WHEREAS, the parties hereto desire to amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed by each party hereto, the parties hereto hereby agree as follows:
1. Closing. Clause (a) of Section 1.2 of the Purchase Agreement is hereby amended and restated as follows: (a) on January 3, 2020; provided that all conditions to the obligations of the parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, but subject to the satisfaction or waiver of such closing conditions) have been satisfied or, to the extent permitted by applicable law, waived; or
2. Independent Accounting Firm. The fourth sentence of Section 1.3(d) of the Purchase Agreement is hereby amended and restated as follows: If the BF Trust and the Buyer have not resolved all such differences by the end of such twenty (20) day period, either the BF Trust or the Buyer shall submit within ten (10) days of the end of such period, in writing, all items set forth in the Final Closing Statement and Notice of Disagreement that remain in dispute (the Disputed Items) to KPMG LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm (other than PricewaterhouseCoopers LLP or its Affiliates, Ernst & Young LLP or its Affiliates, and Deloitte LLP or its Affiliates) as shall be agreed in writing by the BF Trust and the Buyer (the Independent Accounting Firm), to