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Exhibit 10.15  


 
 

THIRD AMENDMENT TO LOAN DOCUMENTS    
  


        This THIRD AMENDMENT TO LOAN DOCUMENTS ("Amendment") dated November 21, 2002 (with an effective date of December 2, 2002) is made by and among  TRIUMPH
GROUP, INC., a Delaware corporation, (the "Borrower") and PNC BANK, NATIONAL ASSOCIATION,
a national banking association as Administrative Agent for the Banks under the Amended and Restated Credit Agreement referred to herein (hereinafter referred to in such capacity as the "Administrative
Agent"), BANK OF AMERICA, N.A., in its capacity as syndication agent for the Banks under such agreement (hereinafter referred to in such capacity as the
"Syndication Agent"), CITIZENS BANK, in its capacity as documentation agent for the Banks under such agreement (herein referred to in such capacity as
the "Documentation Agent") and FLEET NATIONAL BANK in its capacity as co-agent for the Banks under such agreement (hereinafter referred to
in such capacity as the "Co-Agent" and PNC BANK, NATIONAL ASSOCIATION; CITIZENS BANK; BANK OF AMERICA, N.A.; ALLFIRST BANK; NATIONAL CITY BANK; FLEET NATIONAL BANK;
DEUTSCHE BANK TRUST COMPANY AMERICAS; and FARMERS FIRST BANK as the Banks; and PNC CAPITAL MARKETS,
INC. and BANK OF AMERICA SECURITIES, INC. as Lead Arrangers. 



        Reference
is made to the Amended and Restated Credit Agreement dated October 16, 2000 by and among the Borrower, the Banks, the Administrative Agent, the Syndication Agent, the
Documentation Agent and the Co-Agent, as amended pursuant to a First Amendment to Loan Document dated February 12, 2002 and a Second Amendment to Loan Documents (the "Second
Amendment") dated November 21, 2002 (as so amended, the "Agreement") pursuant to which the Banks extended to the Borrower a $350,000,000 Revolving Credit Facility, as reduced to $250,000,000
pursuant to the Second Amendment. The obligations under the Agreement and the Loan Documents are evidenced by the Borrower's Notes payable to the Banks. (Capitalized terms used herein not otherwise
defined shall have the meanings provided for in the Agreement.) 


        Each
of Suntrust Bank, Wachovia Bank, National Association and The Bank of New York has declined to extend their respective Revolving Credit Commitments. Each such financial institution
shall, on and after the effective date hereof, not be a "Bank" hereunder. Contemporaneously herewith, Deutsche Bank Trust Company Americas has become a Bank hereunder. 


        The
Borrower has requested, and subject to the terms hereof, the Agent and the Banks have agreed, inter alia, that: the Pricing Grid be amended, the
Expiration Date be extended under certain circumstances, new "Banks" be added to the Banks under the Agreement and other and related agreements referred to herein be made. 



        Accordingly,
the Borrower, the Banks and the Agent have agreed that the Agreement be amended as provided herein to provide therefor, effective as of the date hereof. 





 



        NOW,
THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows: 


1.    Amendment to Agreement. 



        (a)    The
roles and agency titles of various Persons are hereby amended and restated, effective as of the date hereof, to be as follows: 



	

Title
	
 	

Name

	

Administrative Agent	
 	

PNC Bank, National Association
	

Documentation Agent	
 	

Citizens Bank
	

Syndication Agent	
 	

Bank of America, N.A.
	

Co-Agent	
 	

Fleet National Bank
	

Lead Arranger	
 	

PNC Capital Markets, Inc.
	

Lead Arranger	
 	

Bank of America Securities, Inc.






        (b)    Section 1.1
of the Agreement is hereby amended by adding the following definition to read in its entirety as follows: 



        Additional
Bank shall have the meaning assigned to that term in Section 10.11.2 [Successors and Assigns]. 




        (c)    Section 1.1
of the Agreement is further amended by amending and restating the definition of Expiration Date to read in its entirety as follows: 




Expiration
Date shall mean, with respect to the Revolving Credit Commitments, December 13, 2006, subject to the provisions of Section 2.9. 





        (d)    Section 7.2.5(ii) is
hereby amended and restated as follows: 




        (ii)    repurchases
by Borrower of its common stock and dividends payable by the Borrower to the holders of its common stock, provided that the
aggregate amount of the repurchases made and dividends paid on or after September 30, 2002 does not exceed (a) $35,000,000 plus (b) 25% of cumulative Consolidated
Net Income from and after September 30, 2002, and provided further (x) that no Event of Default or Potential Default exists at the time of any such payment
or will result from the payment and (y) the sum of clause (a) and clause (b) above shall not exceed $50,000,000; 





        (e)    Section 7.2.15
of the Agreement is hereby amended and restated as follows: 




        The
Borrower shall not, and shall not permit any of its Subsidiaries to, make any payments on account of operating leases that would cause the aggregate of all such payments to exceed in
any fiscal year $25,000,000. All operating leases of Borrower and its Subsidiaries shall be made under usual and customary terms and in the ordinary course of business. 





        (f)    Section 7.2.16
of the Agreement is hereby amended and restated as follows: 




        The
Borrower shall not permit the Interest Coverage Ratio, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, to be less than 3.5 to 1.0. 




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        (g)    Section 7.2.18
of the Agreement is hereby amended and restated as follows: 




        The
Borrower shall not at any time permit Consolidated Net Worth to be less than $408,151,000 plus (i) 50% of Consolidated Net Income for each fiscal year in which net income was
earned (as opposed to net loss) beginning with the fiscal year ending March 31, 2003 (with the necessary adjustment to be made as of the end of the relevant fiscal year) and (ii) 100% of
the proceeds (after the payment of any fees and expenses) from any capital contribution to, or any sale or issuance of Capital Stock by, the Borrower (with any necessary adjustment to be made upon the
receipt of such proceeds). 





        (h)    The
Agreement is further amended as follows: 


        Section 10.11
[Successors and Assigns] is hereby amended by designating the existing text as 10.11.1 and by adding a new Section 10.11.2 to read in
its entirety as follows: 




        10.11.2    Additional
Bank. A lender which is to become a party to this Agreement pursuant to Section 2.1.2 [Right to Increase
Commitments] hereof, pursuant to Section 2.9.2 [Approval by 67% Banks]
or otherwise (each an "Additional Bank") shall execute and deliver to the Agent a Bank Joinder to this Agreement in substantially the form attached hereto as
Exhibit 1.1(B)(1). Upon execution and delivery of a Bank Joinder, such Additional Bank shall be a party hereto and a "Bank" under each of the Loan Documents for all
purposes, except that such Additional Bank shall not participate in any Revolving Credit Loans to which the LIBO-Rate Option applies which are outstanding on the effective date of such
Bank Joinder. If Borrower should renew after the effective date of such Bank Joinder the LIBO-Rate Option with respect to Revolving Credit Loans existing on such date, Borrower shall be
deemed to repay the applicable Revolving Credit Loans on the renewal date and then reborrow a similar amount on such date so that the Additional Bank shall participate in such Revolving Credit Loans
after such renewal date. Schedule 1.1(B) shall be amended and restated on the date of such Bank Joinder to read as set forth on the attachment to such Bank Joinder.
Simultaneously with the execution and delivery of such Bank Joinder, the Borrower shall execute, if requested, a Revolving Credit Note and deliver it to such Additional Bank together with copies of
such other documents described in Section 6.1 [First Loans] hereof as such Additional Bank may reasonably require. 




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        (i)    Schedule 1.1(B) to the Agreement is hereby amended by replacing the grid set forth thereon with the following: 


 
 

Triumph Group, Inc.
  
    SCHEDULE 1.1(B)
  (as of the date of the Third Amendment to Loan Documents)    




	BANK NAME
 
	 	AMOUNT OF

COMMITMENT FOR

REVOLVING CREDIT

LOANS ($)
	 	PERCENTAGE (%)

	PNC Bank, National Association	 	55,000,000	 	.22000000
	Wachovia Bank, National Association	 	0	 	—
	Bank of America, N.A.	 	50,000,000	 	.20000000
	Citizens Bank	 	45,000,000	 	.18000000
	National City Bank	 	15,000,000	 	.06000000
	Fleet National Bank	 	40,000,000	 	.16000000
	SunTrust Bank	 	0	 	—
	Allfirst Bank	 	20,000,000	 	.08000000
	The Bank of New York	 	0	 	—
	Farmers First	 	10,000,000	 	.04000000
	Deutsche Bank Trust Company Americas	 	15,000,000	 	.06000000
	Total	 	250,000,000	 	100





        (j)    The
Pricing Grid is hereby amended and restated to read in its entirety as follows: 


 
 

Pricing Grid for Triumph Group, Inc.(in basis points)    




	 
	 	LEVEL I
	 	LEVEL II
	 	LEVEL III
	 	LEVEL IV
	 	LEVEL V

	Basis for Pricing	 	If the Company's Total Indebtedness to EBITDA ratio is less than or equal to 1.00 to 1.	 	If the Company's Total Indebtedness to EBITDA ratio is greater than 1.00 to 1 but less than or equal to 1.50 to 1	 	If the Company's Total Total Indebtedness to EBITDA ratio is greater than 1.50 1 but less than or or equal to 2.00 to 1	 	If the Company's Total Indebtedness to EBITDA ratio is greater than 2.00 to to 1 but less than or equal to 2.50 to 1.	 	If the Company Total Indebtedness to EBITDA ratio is greater than 2.50 to 1.
	

Commitment Fee	
 	

20.0	
 	

22.5	
 	

27.5	
 	

32.5	
 	

40.0
	

LIBOR +	
 	

100.0	
 	

112.5	
 	

137.5	
 	

162.5	
 	

200.0
	

Base Rate +	
 	

0	
 	

0	
 	

0	
 	

0	
 	

0
	

Letter of Credit Fee	
 	

100.0	
 	

112.5	
 	

137.5	
 	

162.5	
 	

200.0





        (k)  The
Credit Agreement is further amended by adding a new Section 10.19 to read in its entirety as follows: 



        10.19    Agent
Titles. 



Each
of the parties hereto acknowledge and agree that each of the titles of "Lead Arranger;" "Documentation Agent;" "Syndication Agent" and "Co-Agent" is honorary and does not imply or
impose any duty or obligation of any nature on any party having any such title. 




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2.    Assignment and Assumption; New Notes, etc. 


        If
deemed necessary by the Agent, the Borrower shall execute and deliver to the Agent on behalf of each of the Banks on the date hereof Amended and Restated Revolving Credit Notes in the
principal amount of each such Bank's Commitment and otherwise in form and substance acceptable to the Agent and such Bank. At the request of the Agent, each of the Banks shall execute such Assignment
and Assumption Agreements and other documents as shall reasonably effect and reflect the Commitments as existing on the date hereof and otherwise implement the transactions contemplated by the
Amendment. To the extent applicable, the existing Banks, the Agent and any new Bank shall comply with the provisions of Section 10.11.2 [Additional Bank]. 


3.    Effectiveness of Amendment. 


        This
Amendment shall be effective on December 2, 2002; provided that the effectiveness hereof is conditioned on the contemporaneous completion of the Senior Note Sale. 


4.    Termination of Certain Commitments.


        Effective
upon the effectiveness of the Third Amendment to Loan Documents referred to above, the Commitments and any risk participations or obligations under the Agreement of Wachovia
Bank, National Association, The Bank of New York and Suntrust Bank (collectively, the "Departing Banks") shall be terminated and each such Departing Bank shall, and hereby does, resign any agency
positions it had under the Agreement. Each of the Administrative Agent, the Banks (including the Departing Banks), the Borrower and the Guarantors acknowledge that such terminations are not
pro-rata and hereby consents to such terminations. On the effective date of such terminations, the Borrower shall pay to the Agent for distribution to each Departing Bank all of the
principal amount of all Loans of such Departing Bank together with interest accrued thereon and such Departing Bank's pro-rata share of accrued fees (determined on such effective date
without regard to such termination) under the Agreement. This paragraph 4 shall be deemed effective and timely notice of termination of the Commitments of the Departing Banks under the
Agreement. The execution of this Third Amendment by Suntrust Bank, Wachovia Bank, National Association and The Bank of New York is made solely to effect termination of their respective Revolving
Credit Commitments pursuant to paragraph 4 hereof. 


5.    Miscellaneous.


        (a)  All
of the terms, conditions, provisions and covenants in the Notes, the Agreement, the Loan Documents, and all other documents delivered to the Banks and the Agent in
connection with any of the foregoing documents and obligations secured thereby shall remain unaltered and in full force and effect except as modified by this Amendment and are hereby ratified and
confirmed. 


        (b)  This
Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 



        (c)  Each
and every one of the terms and provisions of this Amendment shall be binding upon and shall inure to the benefit of the Borrower, the Banks and the Agent and their
respective successors and assigns. 


        (d)  This
Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all
of which shall constitute but one and the same instrument. 


        (e)  The
execution and delivery of this waiver shall not be construed to establish a course of conduct or imply that any other, future or further waivers, consents or
forbearance shall be considered, provided or agreed to. 


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        (f)    The
Borrower represents and warrants that there exists no Event of Default or Potential Default. 


        (g)  The
Borrower represents and warrants that all of the Persons required to be "Guarantors" are in fact Guarantors, have become a party to the Guaranty and Suretyship
Agreement by executing and delivering to the Administrative Agent on behalf of the Banks the guarantor joinder attached thereto as Exhibit A, and have executed this Amendment on the date
hereof. 


        (h)  On
the date hereof, the Borrower has paid to the Administrative Agent and the Banks the fees described in the Summary of Terms and Conditions, dated September 3,
2002, that certain engagement letter, dated August 16, 2002. 


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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written. 



	ATTEST:	 	TRIUMPH GROUP, INC.
	 	 	 	 	 	 	 
	Title:	 	/s/  KEVIN E. KINDIG      
	 	By:	 	/s/  JOHN R. BARTHOLDSON      

	 	 	 	 	Title:	 	Senior Vice President and CFO
	 	 	 	 	 	 	 
	[Seal]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	PNC BANK, NATIONAL ASSOCIATION,

individually and as Administrative Agent
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/  FRANK A. PUGLIESE      

	 	 	 	 	Title:	 	Vice President
	 	 	 	 	 	 	 
	 	 	 	 	BANK OF AMERICA, N.A., individually and as Syndication Agent
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/  ROBERT SEARSON      

	 	 	 	 	Title:	 	Senior Vice President
	 	 	 	 	 	 	 
	 	 	 	 	CITIZENS BANK

individually and as Documentation Agent
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/  WARREN ENGLE      

	 	 	 	 	Title:	 	Vice President
	 	 	 	 	 	 	 
	 	 	 	 	FLEET NATIONAL BANK

individually and as Co-Agent
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/  KENNETH WOOD      

	 	 	 	 	Title:	 	Senior Vice President
	 	 	 	 	 	 	 
	 	 	 	 	ALLFIRST BANK
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/  THEODORE K. OSWALD      

	 	 	 	 	Title:	 	Vice President
	 	 	 	 	 	 	 
	 	 	 	 	NATIONAL CITY BANK
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/  THOMAS J. MCDONNELL      

	 	 	 	 	Title:	 	Senior Vice President
	 	 	 	 	 	 	 



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	 	 	 	 	FARMERS FIRST BANK
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/  MICHAEL GROTHE      

	 	 	 	 	Title:	 	Vice President
	 	 	 	 	 	 	 
	 	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/  MARGUERITE SUTTON      

	 	 	 	 	Title:	 	Vice President
	 	 	 	 	 	 	 
	Accepted and Agreed For Purposes of Section 4 Only:	 	 	 	 
	 	 	 	 	 	 	 
	WACHOVIA BANK, NATIONAL ASSOCIATION	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  SCOTT SANTACRUZ      
	 	 	 	 
	Title:	 	Director	 	 	 	 
	 	 	 	 	 	 	 
	THE BANK OF NEW YORK	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  WALTER C. PARELLI      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	SUNTRUST BANK	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  STEPHEN DERBY      
	 	 	 	 
	Title:	 	Director	 	 	 	 



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	Accepted and agreed by Guarantors as follows:	 	 	 	 
	 	 	 	 	 	 	 
	TRIUMPH BRANDS, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	TRIUMPH GROUP ACQUISITION CORP.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	TRIUMPH GROUP ACQUISITION HOLDINGS, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	THE TRIUMPH GROUP OPERATIONS, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	DV INDUSTRIES, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	HTD AEROSPACE, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	TRIUMPH PRECISION, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	RALEE ENGINEERING CO.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	TRIUMPH PRECISION CASTINGS CO.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 



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	AEROSPACE TECHNOLOGIES, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	FRISBY AEROSPACE, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	TRIUMPH CONTROLS, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	ADVANCED MATERIALS TECHNOLOGIES, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	HYDRO-MILL CO.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	STOLPER-FABRALLOY COMPANY	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	NU-TECH INDUSTRIES, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	LEE AEROSPACE, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	ACR INDUSTRIES	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	AIRBORNE NACELLE SERVICES, INC.	 	 	 	 
	 	 	 	 	 	 	 



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	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	CHEM-FAB CORPORATION	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	TRIWESTERN METALS COMPANY	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	THE TRIUMPH GROUP

OPERATIONS HOLDINGS, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 
	 	 	 	 	 	 	 
	EFS AEROSPACE, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  RICHARD M. EISENSTAEDT      
	 	 	 	 
	Title:	 	Vice President	 	 	 	 




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THIRD AMENDMENT TO LOAN DOCUMENTS


Triumph Group, Inc. SCHEDULE 1.1(B) (as of the date of the Third Amendment to Loan Documents)

Pricing Grid for Triumph Group, Inc. (in basis points)