Form 8-K

8-K — Karman Holdings Inc.

Accession: 0001193125-26-336486

Filed: 2026-08-06

Period: 2026-08-03

CIK: 0002040127

SIC: 3728 (AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — d147675d8k.htm (Primary)

EX-10.1 (d147675dex101.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d147675d8k.htm · Sequence: 1

8-K

false 0002040127 0002040127 2026-08-03 2026-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2026

KARMAN HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-42520

85-2660232

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5351 Argosy Avenue

Huntington Beach, California

92649

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (714) 898-9951

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 Par Value

KRMN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On August 3, 2026, Karman Holdings Inc. (the “Company”) entered into a Fifth Amendment to its Credit Agreement (the “Fifth Amendment”), which amends the Credit Agreement, dated as of April 1, 2025 (as amended by the First Amendment to Credit Agreement, dated as of May 27, 2025, the Second Amendment to Credit Agreement, dated as of October 24, 2025, the Third Amendment to Credit Agreement, dated as of February 2, 2026 and the Fourth Amendment to Credit Agreement, dated as of March 9, 2026) by and among the Company, Citibank, N.A., as Administrative Agent and Collateral Agent (“Citibank”), and the other parties thereto (as amended, the “Credit Agreement”).

Under the terms of the Fifth Amendment, the Company (i) refinanced its existing term loans in an aggregate principal amount of $763,961,000 to reduce the interest rate applicable thereto by 50 basis points to SOFR plus 2.25% and (ii) reduced the interest rate applicable to its revolving credit facility by 50 basis points for each level of its leverage-based pricing grid, the highest of such levels being set at SOFR plus 2.00%.

The foregoing description of the Fifth Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Fifth Amendment, a copy of which is attached hereto and filed as Exhibit 10.1 and incorporated herein by reference. Except as modified by the Fifth Amendment, the terms and conditions in the Credit Agreement remain the same as previously disclosed.

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

Please see Item 1.01 above, which information is incorporated by reference into this Item 2.03.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit

Number

Description

10.1

FIFTH AMENDMENT TO CREDIT AGREEMENT

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Karman Holdings, Inc.

Date: August 5, 2026

By:

/s/ Mike Willis

Mike Willis

Chief Financial Officer

EX-10.1

Filename: d147675dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

FIFTH AMENDMENT TO CREDIT AGREEMENT

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 3, 2026, by and among KARMAN

HOLDINGS INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Refinancing Term Loan Lenders (as defined below), the Revolving Credit Lenders party hereto and CITIBANK, N.A., as Administrative

Agent and Collateral Agent (in such capacities, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the existing Lenders party thereto prior to the effectiveness of this Amendment, and Administrative Agent are parties

to that certain Credit Agreement, dated as of April 1, 2025 (as amended by the First Amendment to Credit Agreement, dated as of May 27, 2025 (the “First Amendment”), as amended by the Second Amendment to Credit

Agreement, dated as of October 24, 2025 (the “Second Amendment”), as amended by the Third Amendment to Credit Agreement, dated as of February 2, 2026 (the “Third Amendment”), as amended by the Fourth

Amendment to Credit Agreement, dated as of March 9, 2026 (the “Fourth Amendment”) and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Fifth Amendment

Effective Date (as defined below), the “Credit Agreement”, and as amended by this Amendment, the “Amended Credit Agreement”);

WHEREAS, pursuant to Section 2.18 of the Credit Agreement, the Borrower may obtain Specified Refinancing Term Loans in respect of all or

any portion of the Term Loans outstanding under the Credit Agreement by entering into one or more Refinancing Amendments executed by Holdings, the Borrower, the Administrative Agent, and each lender providing such Specified Refinancing Term Loans;

WHEREAS, the Borrower has requested and the lenders identified on Schedule A hereto (each a “Refinancing Term Loan

Lender”, and collectively, the “Refinancing Term Loan Lenders”) have agreed to provide, subject to the express terms and conditions set forth herein, Specified Refinancing Term Loans denominated in Dollars in the

aggregate principal amount of $763,961,000.00 in accordance with Section 2.18 of the Credit Agreement;

WHEREAS, the Borrower intends

to use the Net Cash Proceeds of the Specified Refinancing Term Loans, pursuant to Section 2.18 of the Credit Agreement, to refinance in full the Existing Term Loans (as defined below), together with accrued interest thereon;

WHEREAS, each existing Term Lender that executes and delivers a consent in the form of the Lender Consent attached to the Election Notice

Memorandum (as defined in the Cashless Roll Letter (as defined below)) posted to the Lenders (a “Lender Consent”) will be deemed (i) to have agreed to the terms of this Amendment and the Amended Credit Agreement, (ii) to

have agreed to exchange (as further described in the Lender Consent) the Allocated Amount (as defined in the Cashless Settlement of Existing Term Loans letter (the “Cashless Roll Letter”) by and among the Borrower and the

Administrative Agent) of its existing Term Loans for July 2026 Refinancing Term Loans (as defined below) in equal principal amount and (iii) on the Fifth Amendment Effective Date, to have exchanged (as described in the Lender Consent) the

Allocated Amount of its existing Term Loans for July 2026 Refinancing Term Loans in equal principal amount, which will be effectuated by exercising a cash-less exchange option selected by such Lender in its Lender Consent;

WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Borrower has requested

and the Revolving Credit Lenders party hereto (which Revolving Credit Lenders constitute all of the Revolving Credit Lenders under the Credit Agreement) have agreed, subject to the terms and conditions set forth herein, to amend the Applicable Rate

with respect to the Revolving Credit Loans;

WHEREAS, the Borrower, the Administrative Agent, the Lenders party hereto and/or who have

executed and delivered the Lender Consent desire to amend the Credit Agreement on the terms as forth herein; and

WHEREAS, Citibank, N.A.,

Royal Bank of Canada, Keybanc Capital Markets Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, and The Huntington National Bank shall act as the joint lead arrangers and bookrunners with respect to this Amendment and the July

2026 Refinancing Term Loans provided for hereunder.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants

contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

SECTION 1. Definitions. Capitalized terms used herein that are not otherwise defined herein shall have the respective meanings

assigned to such terms in the Amended Credit Agreement.

SECTION 2. Refinancing Term Loans.

(a) Subject to the terms and conditions of this Amendment and the Credit Agreement (including the effectiveness of the amendments and consents

set forth in Section 4 hereof), each Refinancing Term Loan Lender severally agrees, to make the Specified Refinancing Term Loans (the “July 2026 Refinancing Term Loans”) to the Borrower on the Fifth

Amendment Effective Date in a principal amount not to exceed the amount set forth opposite such Refinancing Term Loan Lender’s name in Schedule A annexed hereto (the “Refinancing Term Loan Commitments”). Amounts

repaid in respect of the July 2026 Refinancing Term Loans may not be reborrowed. The Refinancing Term Loan Commitments will terminate in full upon the making of the July 2026 Refinancing Term Loans referred to herein.

(b) This Amendment shall constitute (i) a notice of prepayment of Term Loans required pursuant to

Section 2.05(a) of the Credit Agreement (and the Administrative Agent and the Lenders hereby agree that this Amendment satisfies the requirements thereof) and (ii) a Refinancing Amendment for purposes of

Section 2.18 of the Credit Agreement.

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SECTION 3. Terms of July 2026 Refinancing Term Loans.

(a) Notwithstanding any provision to the contrary herein or in the Amended Credit Agreement, except as set forth herein (including the

amendments set forth in Section 4), (i) the terms of the July 2026 Refinancing Term Loans (collectively the “New Term Loans”) shall be the same as the terms of the Term Loans and Initial Term Loans

outstanding immediately prior to giving effect to (x) this Amendment and (y) the incurrence and funding of the New Term Loans (collectively, the “Existing Term Loans”) and (ii) the New Term Loans shall constitute

one tranche and Class of Term Loans. On the Fifth Amendment Effective Date, each Refinancing Term Loan Lender shall be a Lender and a Term Lender, for all purposes of the Amended Credit Agreement, with an outstanding Term Loan and Initial Term

Loan. Following the Fifth Amendment Effective Date and the funding of the New Term Loans, (i) each reference to “Term Loans” and “Initial Term Loans” in the Loan Documents shall be a reference to the New Term Loans,

(ii) each reference to “Lenders” or “Term Lenders” in the Loan Documents shall be a reference to the Refinancing Term Loan Lenders, in each case, unless the context shall require otherwise and (iii) the Refinancing

Term Loan Lenders shall have the rights and obligations of a “Lender” and “Term Lender” under the Amended Credit Agreement and the Loan Documents. Each of the parties hereto hereby agrees that the Administrative Agent may

take any and all action as may be reasonably necessary to ensure that all New Term Loans, when originally made, are Term Loans and Initial Term Loans for all purposes under the Loan Documents, and the Administrative Agent is authorized to mark the

(b) The Borrower shall repay to the Administrative Agent

for the ratable account of the Refinancing Term Loan Lenders the aggregate principal amount of all New Term Loans outstanding in equal quarterly payments equal to 0.25% of the aggregate original principal amount of the New Term Loans (each such

repayment amount, a “Term Loan Repayment Amount”) which amount shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the terms of the Amended Credit Agreement on the last

Business Day of each fiscal quarter ending prior to the Maturity Date (as defined in the Amended Credit Agreement), commencing with the fiscal quarter ending September 30, 2026; provided, however, to the extent not previously

paid, the New Term Loans shall be due and payable by the Borrower on the Maturity Date.

Term Loans shall be used pursuant to Section 2.18 of the Credit Agreement, to refinance in full the Existing Term Loans together with accrued interest thereof.

(d) The parties hereto hereby agree that, notwithstanding anything in the Amended Credit Agreement to the contrary, (i) the New Term

Loans shall, initially, be SOFR Loans with an initial Interest Period commencing on the Fifth Amendment Effective Date and ending on September 30, 2026 and (ii) the Administrative Agent is hereby authorized to take all actions as it may

reasonably deem to be necessary to ensure that the New Term Loans are one and the same Class and the Administrative Agent shall be authorized to mark the Register accordingly to reflect the amendments and adjustments set forth herein.

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SECTION 4. Amendments. The parties hereby agree to amend the Credit Agreement as

follows:

(i) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical

order:

““Fifth Amendment” means the Fifth Amendment to Credit Agreement, dated as of August 3, 2026, by and

among the Borrower, Lenders party thereto and the Administrative Agent.”

““Fifth Amendment Effective Date”

has the meaning set forth in Section 5 of the Fifth Amendment, which date is August 3, 2026.”

(ii) The definition of

“Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

““Applicable Rate” means

(a) with respect to any Term Loan, (i) prior to the Third Amendment Effective Date, a percentage per annum equal to (x) in the case

of SOFR Loans, 3.50% and (y) in the case of Base Rate Loans, 2.50%, (ii) from and after the Third Amendment Effective Date but prior to the Fifth Amendment Effective Date, a percentage per annum equal to (x) in the case of SOFR Loans,

2.75% and (y) in the case of Base Rate Loans, 1.75% and (iii) from and after the Fifth Amendment Effective Date, a percentage per annum equal to (x) in the case of SOFR Loans, 2.25% and (y) in the case of Base Rate Loans, 1.25%;

(b) with respect to any Revolving Credit Loan, (i) prior to the Third Amendment Effective Date, (x) for the period from the

Closing Date until the first Business Day that immediately follows the date on which a Compliance Certificate is delivered pursuant to Section 6.02(b) in respect of the second full fiscal quarter ending after the Closing

Date (or, at the Borrower’s option and solely for purposes of determining the Applicable Rate, the date on which a Compliance Certificate is delivered in respect of the first full fiscal quarter ending after the Closing Date), 3.00% per annum

for SOFR Loans and 2.00% per annum for Base Rate Loans and (y) thereafter, the applicable percentage per annum set forth below (with no limits on reduction to be effected as of any date of determination), as determined by reference to the

Consolidated First Lien Net Leverage Ratio, as set forth in the then most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate

Pricing Level

Consolidated First Lien Net Leverage

Ratio

SOFR Loans

Base Rate Loans

Greater than 2.50:1.00

3.25

2.25

Less than or equal to 2.50:1.00 and greater than 1.50:1.00

3.00

2.00

Less than or equal to 1.50:1.00

2.75

1.75

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(ii) on and after the Third Amendment Effective Date but prior to the Fifth Amendment Effective Date, the

applicable percentage per annum set forth below (with no limits on reduction to be effected as of any date of determination), as determined by reference to the Consolidated First Lien Net Leverage Ratio, as set forth in the then most recent

Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate

Pricing Level

Consolidated First Lien Net Leverage

Ratio

SOFR Loans

Base Rate Loans

Greater than 2.50:1.00

2.50

1.50

Less than or equal to 2.50:1.00 and greater than 1.50:1.00

2.25

1.25

Less than or equal to 1.50:1.00

2.00

1.00

and (iii) on and after the Fifth Amendment Effective Date, the applicable percentage per annum set forth below (with no

limits on reduction to be effected as of any date of determination), as determined by reference to the Consolidated First Lien Net Leverage Ratio, as set forth in the then most recent Compliance Certificate received by the Administrative Agent

pursuant to Section 6.02(b):

Applicable Rate

Pricing Level

Consolidated First Lien Net Leverage

Ratio

SOFR Loans

Base Rate Loans

Greater than 2.50:1.00

2.00

1.00

Less than or equal to 2.50:1.00 and greater than 1.50:1.00

1.75

0.75

Less than or equal to 1.50:1.00

1.50

0.50

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Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated

First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b), commencing in respect of the second full

fiscal quarter ending after the Closing Date (or, at the Borrower’s option and solely for purposes of determining the Applicable Rate, the date on which a Compliance Certificate is delivered in respect of the first full fiscal quarter ending

after the Closing Date); provided, however, that “Pricing Level 1” shall apply without regard to the Consolidated First Lien Net Leverage Ratio (x) at any time after the date on which any annual or quarterly

financial statement was required to have been delivered pursuant to Section 6.01(a) or Section 6.01(b) but was not delivered (or the Compliance Certificate related to such financial statements was

required to have been delivered pursuant to Section 6.02(b) but was not delivered), commencing with the first Business Day immediately following such date and continuing until the first Business Day immediately following

the date on which such financial statements (or, if later, the Compliance Certificate related to such financial statements) are delivered or (y) at all times if an Event of Default shall have occurred and be continuing.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be

subject to the provisions of Section 2.10(b).”

(iii) The definition of “Initial Term Loans”

set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

““Initial Term Loans” (a) prior to the Third Amendment Effective Date, has the meaning specified in

Section 2.01(a), (b) from and after the Third Amendment Effective Date but prior to the Fifth Amendment Effective Date, means the New Term Loans (as defined in the Third Amendment) and (c) from and after the Fifth

Amendment Effective Date, means the New Term Loans (as defined in the Fifth Amendment).”

(iv) Section 2.05(a)(iii) of the Credit

Agreement is hereby amended and restated in its entirety to read as follows:

“If the Borrower, in connection with, or resulting in,

any Repricing Event (A) makes a voluntary prepayment of any Initial Term Loans pursuant to Section 2.05(a), (B) makes a repayment of any Initial Term Loans pursuant to Section 2.05(b)(iii) or

(C) effects any amendment with respect to the Initial Term Loans which reduces the All-in Yield applicable to the relevant Initial Term Loans, in each case, on or prior to the date that is six months

after the Fifth Amendment Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Term Lenders (including any Non-Consenting Lenders) (x) with respect

to clauses (A) and (B), a prepayment premium in an amount equal to 1.00% of the principal amount of Term Loans prepaid or repaid and (y) with respect to clause (C), a prepayment premium in an amount equal to 1.00% of

the principal amount of the affected Term Loans held by the Term Lenders not consenting to such amendment.”

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(v) Section 2.07(a) of the Credit Agreement is hereby amended and restated in its entirety

to read as follows:

“(a) Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the

applicable Term Lenders holding Initial Term Loans, the aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of

the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Term Loans pursuant to

Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Fifth Amendment Effective Date)):

Date

Amount

The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Initial Term Loans starting with the fiscal quarter ending on September 30, 2026

0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Fifth Amendment Effective Date

Maturity Date for the Initial Term Loans

All unpaid aggregate principal amounts of any outstanding Initial Term Loans

; provided, however, that the final principal repayment installment of the Initial Term Loans

shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date.”

SECTION 5. Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction (or waiver)

of the following conditions (the time at which all such conditions are so satisfied (or waived) is referred to herein as the “Fifth Amendment Effective Date”):

(a) No Event of Default shall exist and be continuing immediately after giving effect to this Amendment;

(b) the Administrative Agent shall have received from each party hereto a counterpart of this Amendment (or Lender Consent) signed on behalf

of the Borrower, the Administrative Agent, each Refinancing Term Loan Lender and each Revolving Credit Lender (which, in each case, may be .pdf copies or delivered by other electronic method);

(c) the Administrative Agent shall have received such customary documents and certifications (including certificates of incorporation and

bylaws, certificate of resolutions, board minutes or other action, and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence (A) the identity, authority and capacity of each Responsible

Officer of the Loan Parties acting as such in connection with this Amendment and the other Loan Documents and (B) that the Loan Parties are duly organized or formed, and that each of them is validly existing and, to the extent applicable, in

good standing;

(d) the Administrative Agent shall have received a solvency certificate executed by the chief financial officer or similar

officer, director or authorized signatory of the Borrower (after giving effect to this Amendment) substantially in the form attached as Exhibit H to the Credit Agreement;

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(e) the Administrative Agent shall have received a certificate of a Responsible Officer of

the Borrower certifying as to the matters set forth in Sections 5(a) and 5(g) of this Amendment;

(f) the Administrative

Agent shall have received an opinion from (x) Willkie Farr & Gallagher LLP, as New York counsel to the Loan Parties, (y) Stoel Rives LLP, as Washington counsel to Systima Technologies, Inc. and Five Axis Industries, Inc. and

(z) Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as Pennsylvania counsel to Materials Sciences LLC and Mississippi counsel to Seemann Composites, LLC, in each case, addressed to each Secured Party, in form and substance

reasonably satisfactory to the Administrative Agent;

(g) the representations and warranties of the Borrower and each other Loan Party

contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Fifth

Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or

warranty is already qualified by materiality) as of such earlier date; and

(h) to the extent a reasonably detailed invoice therefor has

been received by the Borrower at least three (3) Business Days prior to the Fifth Amendment Effective Date (or such later date as the Borrower may agree), the Administrative Agent shall have been reimbursed by or on behalf of the Borrower for

all documented out-of-pocket expenses incurred by it in connection with this Amendment in accordance with and subject to the terms of Section 10.04 of the Credit

Agreement.

SECTION 6. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent

and each Lender party hereto that, as of the Fifth Amendment Effective Date:

(a) Each Loan Party and each of the Restricted Subsidiaries

(a) is a Person duly organized, formed or incorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization,

(b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and

is authorized to do business and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business

requires such qualification, (d) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted and (e) is in compliance with all Laws; except in each case referred to in

clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) and (e), to the extent that any failure to be so or to have such would not

reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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(b) The execution, delivery and performance by each Loan Party of this Amendment and the

consummation of the transactions contemplated hereby, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any

of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.02 of the Amended Credit Agreement), (i) any Contractual

Obligation to which such Person is a party or (ii) any material order, injunction, writ or decree of any Governmental Authority applicable to such Person or its property is subject, except to the extent that such breach, contravention or

creation of such Lien would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (c) violate any Law; except to the extent that such violation would not reasonably be expected to have, individually

or in the aggregate, a Material Adverse Effect.

hereto. Subject to the Legal Reservations, this Amendment constitutes, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against such Loan Party in accordance with its terms.

SECTION 7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original,

but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Amendment and each other Loan Document shall be effective as

delivery of an original executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import shall be deemed to include electronic signatures or the keeping of records in

electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable

law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 8. Reference to and Limited Effect on the Credit Agreement and the Other Loan Documents. On and after the Fifth Amendment

Effective Date, (A) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and (B) each

reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit

Agreement after giving effect to this Amendment. Except as specifically amended by this Amendment, the Credit Agreement and each of the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. The execution,

delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders under, the Credit Agreement or any of the other Loan Documents.

SECTION 9. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW

YORK.

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SECTION 10. Reaffirmation of the Loan Parties. Each Loan Party

hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and each other Loan Document to which such Loan Party is a party is, and the

obligations of such Loan Party contained in the Amended Credit Agreement, this Amendment, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment or in any other Loan Document to which it is a party are, and shall

continue to be, in full force and effect and are hereby ratified and confirmed in all respects. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that any existing security interests and other Liens granted by

such Loan Party in favor of the Administrative Agent for the benefit of the Secured Parties pursuant to any other Loan Document in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Amended Credit

Agreement and the other Loan Documents as and to the extent provided in the other Loan Documents.

SECTION 11. Consent to

Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 10.15, 10.16 and 10.17 of the Credit Agreement are hereby incorporated by reference,

mutatis mutandis.

SECTION 12. Severability. The illegality or unenforceability of any provision of this Amendment or

any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Amendment or any instrument or agreement required hereunder.

SECTION 13. Captions. Captions used in this Amendment are for convenience only and shall not affect the construction of this

Amendment.

[Remainder of Page Left Intentionally Blank]

-10-

IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date set

forth above.

KARMAN HOLDINGS INC.,

as the Borrower

By:

/s/ Mike Willis

Name: Mike Willis

Title: Chief Financial Officer

[Signature Page to Fifth

Amendment to Credit Agreement]

OTHER LOAN PARTIES, SOLELY FOR PURPOSES OF SECTION 10 OF THE AMENDMENT:

KARMAN PARENT LLC

KARMAN SPACE & DEFENSE LLC

AEROSPACE ENGINEERING, LLC

WOLCOTT DESIGN SERVICES LLC

AMRO FABRICATING CORPORATION

AMERICAN AUTOMATED

ENGINEERING, INC.

SYSTIMA TECHNOLOGIES, INC.

MTI PARTNERS, LLC

METAL MACHINING LLC

METAL MACHINING LAND LLC

GCR TECHNOLOGIES, LLC

RCS ROCKET MOTOR COMPONENTS, INC.

SEEMANN COMPOSITES, LLC

MATERIALS SCIENCES LLC

FIVE AXIS INDUSTRIES, INC.

By:

/s/ Mike Willis

Name: Mike Willis

Title: Chief Financial Officer

[Signature Page to Fifth

Amendment to Credit Agreement]

CITIBANK, N.A.,

as Administrative Agent

By:

/s/ Carlos Bolanos

Name: Carlos Bolanos

Title: Senior Vice President

[Signature Page to Fifth

Amendment to Credit Agreement]

CITIBANK, N.A.,

as a Refinancing Term Loan Lender and a Revolving Credit Lender

By:

/s/ Carlos Bolanos

Name: Carlos Bolanos

Title: Senior Vice President

[Signature Page to Fifth

Amendment to Credit Agreement]

Royal Bank of Canada,

as a Revolving Credit Lender

By:

/s/ Nikhil Madhok

Name: Nikhil Madhok

Title: Authorized Signatory

[Signature Page to Fifth

Amendment to Credit Agreement]

KEYBANK NATIONAL ASSOCIATION,

as a Revolving Credit Lender

By:

/s/ Stefan Schaefer

Name: Stefan Schaefer

Title: Managing Director

[Signature Page to Fifth

Amendment to Credit Agreement]

TEXAS CAPITAL BANK,

as a Revolving Credit Lender

By:

/s/ Beau Beattie

Name: Beau Beattie

Title: Vice President

[Signature Page to Fifth

Amendment to Credit Agreement]

Schedule A

Refinancing Term Loan Commitments

Refinancing Term Loan Lender

Refinancing Term Loan Commitments

CITIBANK, N.A.

763,961,000.00

TOTAL

763,961,000.00

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