Exhibit
10.1


THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT


This THIRD
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Third Amendment”) dated as
of December 22, 2006 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 OF PENNSYLVANIA,
in its capacity as documentation agent for the Banks under such agreement
(herein referred to in such capacity as the “Documentation Agent”) and each of
MANUFACTURERS AND TRADERS TRUST COMPANY and JPMORGAN CHASE BANK, N.A., each in
its capacity as Managing Agent for the Banks under such agreement (hereinafter
referred to in such capacity as the “Managing Agent”) and PNC BANK, NATIONAL
ASSOCIATION;  BANK OF AMERICA, N.A.;
CITIZENS BANK OF PENNSYLVANIA; MANUFACTURERS AND TRADERS TRUST COMPANY;
NATIONAL CITY BANK;  JPMORGAN CHASE BANK,
N.A.; SOVEREIGN BANK; BRANCH BANKING AND TRUST COMPANY; LASALLE BANK NATIONAL
ASSOCIATION as the Banks; and PNC CAPITAL MARKETS, LLC as Lead Arranger.


Reference is made
to the Amended and Restated Credit Agreement dated as of July 27, 2005 by and
among the Borrower, the Banks, the Administrative Agent, the Syndication Agent,
the Documentation Agent and the Managing Agents, as amended pursuant to that
First Amendment To Amended And Restated Credit Agreement dated as of September
18, 2006 and as amended pursuant to that Second Amendment to Amended and
Restated Credit Agreement dated as of October 20, 2006 (as so amended, the “Credit
Agreement”).  (Capitalized terms used
herein not otherwise defined shall have the meanings provided for in the Credit
Agreement.)


The Borrower, the
Banks and the Agents have agreed that the Credit Agreement be amended as
provided herein, 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.             Amendments to Credit Agreement.


(a)            Amendment to Section 7.2.1.1
(Indebtedness - General Covenant) of Credit Agreement.


Subsections (v) and (x) of Section 7.2.1.1
(Indebtedness - General Covenant) of the Credit Agreement are each hereby
amended and restated, respectively to read as follows:


“(v)         Indebtedness
under lines of credit to Borrower and letters of credit for the account of the
Borrower of no more than $25,000,000 in the aggregate outstanding at any time;”


“(x)          Indebtedness
under IDB’s incurred after the Closing Date .”










 



The remainder of Section 7.2.1.1 (Indebtedness -
General Covenant) remains unchanged hereby.


(b)           Amendment
to Section 7.2.1.2 (Indebtedness - Limitation on Aggregate Amount) of Credit
Agreement.


Section 7.2.1.2 (Indebtedness - Limitation on
Aggregate Amount) of the Credit Agreement is hereby amended and restated to
read as follows:


“7.2.1.2   Limitation on Aggregate
Amount.


The
sum of the outstanding principal amount of (A) all Indebtedness of
Subsidiaries, including Guaranties (other than the Guaranty and Suretyship
Agreement executed in connection herewith), plus (B) secured Indebtedness of
the Borrower shall not at any time exceed 20% of Consolidated Net Worth as of
each quarter end, and with respect to any determinations of this covenant
within a fiscal quarter as of the end of the immediately preceding fiscal
quarter.”


(c)           Amendment
to Section 7.2.19 (Capital Expenditures).


Section
7.2.19 (Capital Expenditures) of the Credit Agreement is hereby amended and
restated to read as follows:


“7.2.19    Intentionally Omitted.”


2.             Temporary Waiver under the Loan Documents. 
Borrower represents and warrants that (i) each of Triumph Allied
Aerospace Systems, Inc. (“Allied”), Triumph Aerospace Systems - Newport News,
Inc. (“Newport”) (collectively the “New Subs”) is a recently acquired Material
Subsidiary of the Borrower which is required to join the Credit Agreement as a
Guarantor, (ii) Newport owns three subsidiaries which are not Material
Subsidiaries, (iii) on or about December 31, 2006, the Borrower intends to
reorganize the corporate structure of the New Subs such that Allied and each of
Newport’s subsidiaries will be merged into Newport.  Borrower has requested that the Lenders
temporarily postpone the requirement that each of the New Subs join as a
Guarantor pending such restructuring. 
The Lenders hereby postpone for thirty (30) days from the date hereof
the requirement that each of the New Subs join as Guarantors and deliver the
required documents under the Additional Guarantor Joinder and the Credit
Agreement; provided  that, within such thirty (30) day period, the
surviving entities of the restructuring join as Guarantors to the Credit
Agreement pursuant to an Additional Guarantor Joinder and deliver all of the
required documents in connection with such Joinder, and provided  further,
that if the aforementioned restructuring does not occur prior to January 22,
2007, all of the New Subs shall join as Guarantors and deliver all required
documents prior to such date.


3.             Effectiveness of Third Amendment.  This Third Amendment shall be effective on
the date upon which each of the following conditions precedent has been
satisfied.


(a)           Execution
of this Third Amendment.



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This Third Amendment shall have been executed by the Borrower, each of
the Guarantors and each of the Banks.


(b)           Fees
and Expenses.


The Borrower shall have paid to the Agent all fees and
expenses due and payable, including reasonable fees of the Administrative Agent’s
counsel.


4.             Miscellaneous.


(a)           All of the terms, conditions, provisions and
covenants in the Notes, the Credit Agreement, the Loan Documents, and all other
documents delivered to the Banks and the Administrative 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 Third
Amendment and are hereby ratified and confirmed.


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


(c)           The Borrower shall reimburse the
Administrative Agent for all expenses for which the Administrative Agent is
entitled to be reimbursed, including the fees of counsel for the Administrative
Agent in connection with this Third Amendment.


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


(e)           This Third 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.


(f)            The execution and delivery of this Third
Amendment 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.


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


(h)           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, and have executed this Third Amendment as of the Third Amendment
Effective Date.


(i)            The Loan Parties hereby represent and
warrant to the Administrative Agent and the Banks that after giving effect to
this Third Amendment, (a) the representations and warranties of the Loan
Parties contained in the Credit Agreement and the other Loan Documents are true
and correct on and as of the Third Amendment Effective Date with the same force
and 



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effect as though made by the Loan Parties on such date, except to the
extent that any such representation or warranty expressly relates solely to a
previous date, and (b) the Loan Parties are in compliance with all terms,
conditions, provisions, and covenants contained in the Credit Agreement and the
other Loan Documents.  This Third
Amendment has been duly executed by an authorized officer of each Loan
Party.  The execution, delivery, and
performance of this Amendment have been duly authorized by all necessary
corporate action, require no governmental approval, and will neither
contravene, conflict with, nor result in the breach of any law, charter,
articles, or certificate of incorporation or organization, bylaws, operating
agreement or other agreement governing or binding upon any of the Loan Parties
or any of their property.  Each Loan
Party is in good standing in its jurisdiction of organization.



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[SIGNATURE
PAGE 1 OF 12 TO THE

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


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


 


	
  ATTEST:

  	
   

  	
  TRIUMPH GROUP, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ John B. Wright, II

  	
   

  	
  By:

  	
  /s/ John R. Bartholdson

  	
  (SEAL)

  
	
  Name:

  	
  John B. Wright, II

  	
   

  	
  Name: John R. Bartholdson

  	
   

  	
   

  
	
  Title:

  	
  Vice President and Secretary

  	
   

  	
  Title: Senior Vice President, Chief Financial

  	
   

  	
   

  
	
   

  	
   

  	
    Officer
  and Treasurer

  	
   

  	
   

  
											



 









 



[SIGNATURE
PAGE 2 OF 12 TO THE

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


	
  

  	
  PNC BANK, NATIONAL
  ASSOCIATION, 

  individually and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Frank A. Pugliese

  	 

	
   

  	
  Name:

  	
  Frank A. Pugliese

  
	
   

  	
  Title:

  	
  Senior Vice President

  	 

								



 









 



[SIGNATURE
PAGE 3 OF 12 TO THE

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


	
  

  	
  BANK OF AMERICA, N.A.,
  individually and 

  as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary K. Giermek

  
	
   

  	
  Name:

  	
  Mary K. Giermek

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 









 



[SIGNATURE
PAGE 4 OF 12 TO THE

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


	
  

  	
  CITIZENS BANK OF PENNSYLVANIA, 

  individually and as Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ He Young Ryn

  
	
   

  	
  Name:

  	
  He Young Ryn

  
	
   

  	
  Title:

  	
  Vice President

  
					



 









 



[SIGNATURE
PAGE 5 OF 12 TO THE

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


	
  

  	
  MANUFACTURERS AND TRADERS

  
	
   

  	
  TRUST COMPANY, individually and as

  
	
   

  	
  Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tracey E. Sawyer-Calhoun

  
	
   

  	
  Name:

  	
  Tracey E. Sawyer-Calhoun

  
	
   

  	
  Title:

  	
  Vice President

  
					



 









 



[SIGNATURE
PAGE 6 OF 12 TO THE

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


	
  

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  individually and as Managing Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lee P. Brennan

  
	
   

  	
  Name:

  	
  Lee P. Brennan

  
	
   

  	
  Title:

  	
  Vice President

  
						



 









 



[SIGNATURE
PAGE 7 OF 12 TO THE

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


	
  

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Susan S. Callahan

  
	
   

  	
  Name: 

  	
  Susan S. Callahan

  
	
   

  	
  Title:

  	
  Vice President

  
						



 









 



[SIGNATURE
PAGE 8 OF 12 TO THE

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


	
  

  	
  SOVEREIGN BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kimberly Tavars

  
	
   

  	
  Name:

  	
  Kimberly Tavars

  
	
   

  	
  Title:

  	
  Vice President

  
						



 









 



[SIGNATURE
PAGE 9 OF 12 TO THE

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


	
  

  	
  BRANCH BANKING AND TRUST

  
	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gregory A. Drabik

  
	
   

  	
  Name:

  	
  Gregory A. Drabik

  
	
   

  	
  Title: 

  	
  Assistant Vice President

  
						










 



[SIGNATURE
PAGE 10 OF 12 TO THE

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


	
  

  	
  LASALLE BANK NATIONAL

  
	
   

  	
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nick Lotz

  
	
   

  	
  Name:

  	
  Nick Lotz

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
						



 









 



[SIGNATURE
PAGE 11 OF 12 TO THE

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


	
   

  	
  ACCEPTED AND AGREED BY

  
	
   

  	
  GUARANTORS AS FOLLOWS:

  
	
   

  	
   

  
	
   

  	
  NU-TECH BRANDS, INC.

  
	
   

  	
  TRIUMPH BRANDS, INC.

  
	
   

  	
  TRIUMPH GROUP ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Bartholdson

  	
   

  
	
   

  	
  Name: John R. Bartholdson

  
	
   

  	
  Title: President and Treasurer of each of the above 

  named companies

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CBA MARINE SAS

  
	
   

  	
  CONSTRUCTIONS BREVETEES D’ALFORTVILLE 

  
	
   

  	
  SAS

  
	
   

  	
  MGP HOLDINGS SAS

  
	
   

  	
  TRIUMPH LOGISTICS-UK, LIMITED (f/k/a Triumph
  Aftermarket Services (Europe) Limited)

  
	
   

  	
  TRIUMPH CONTROLS (EUROPE) SAS

  
	
   

  	
  TRIUMPH INTERIORS LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Bartholdson

  	
   

  
	
   

  	
  Name: John R. Bartholdson

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  TRIUMPH AFTERMARKET SERVICES 

  INTERNATIONAL, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Bartholdson

  	
   

  
	
   

  	
  Name: John R. Bartholdson

  
	
   

  	
  Title: Director and Treasurer

  
						



 









 



[SIGNATURE
PAGE 12 OF 12 TO THE

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


	
   

  	
   

  
	
   

  	
  GUARANTORS (cont.):

  
	
   

  	
   

  
	
   

  	
  TRIUMPH
  FABRICATIONS - FORT WORTH, INC. (f/k/a Aerospace Technologies, Inc.)

  
	
   

  	
  CBA
  ACQUISITION, LLC

  
	
   

  	
  TRIUMPH
  FABRICATIONS - HOT SPRINGS, INC. (f/k/a Chem-Fab Corporation)

  
	
   

  	
  TRIUMPH
  PROCESSING, INC. (f/k/a DV Industries, Inc.)

  
	
   

  	
  TRIUMPH
  ACTUATION SYSTEMS - VALENCIA, INC. (f/k/a EFS Aerospace, Inc.)

  
	
   

  	
  TRIUMPH
  ACTUATION SYSTEMS, LLC (f/k/a Frisby Aerospace, LLC)

  
	
   

  	
  TRIUMPH
  INSTRUMENTS - TETERBORO, INC. (f/k/a Furst Aircraft, Inc.)

  
	
   

  	
  TRIUMPH
  ACTUATION SYSTEMS - CONNECTICUT, LLC (f/k/a HTD Aerospace, LLC)

  
	
   

  	
  HT
  PARTS, LLC

  
	
   

  	
  LAMAR
  ELECTRO-AIR CORPORATION

  
	
   

  	
  TRIUMPH
  AEROSPACE SYSTEMS - WICHITA, INC. (f/k/a Lee Aerospace, Inc.)

  
	
   

  	
  TRIUMPH
  STRUCTURES - KANSAS CITY, INC. (f/k/a Nu-Tech Industries, Inc.)

  
	
   

  	
  THE
  TRIUMPH GROUP OPERATIONS, INC.

  
	
   

  	
  THE
  TRIUMPH GROUP OPERATIONS HOLDINGS, INC.

  
	
   

  	
  TRIUMPH
  AEROSPACE SYSTEMS GROUP, INC.

  
	
   

  	
  TRIUMPH
  AFTERMARKET SERVICES GROUP, INC.

  
	
   

  	
  TRIUMPH AIRBORNE STRUCTURES, INC. (formerly
  Airborne Nacelle Services, Inc.)

  
	
   

  	
  TRIUMPH
  AVIATIONS, INC.

  
	
   

  	
  TRIUMPH
  FABRICATIONS - SAN DIEGO, INC. (f/k/a Triumph Components - San Diego, Inc.)

  
	
   

  	
  TRIUMPH
  COMPOSITE SYSTEMS, INC.

  
	
   

  	
  TRIUMPH
  CONTROLS, LLC (f/k/a Triumph Controls, Inc.)

  
	
   

  	
  TRIUMPH ENGINEERED SOLUTIONS, INC. (formerly
  Stolper-Fabralloy Company and Triumph Components - Arizona, Inc. and
  successor by merger to Advanced Materials Technologies, Inc. and Triumph
  Precision, Inc.)

  
	
   

  	
  TRIUMPH
  ENGINEERING SERVICES, INC.

  
	
   

  	
  TRIUMPH
  GEAR SYSTEMS, INC.

  
	
   

  	
  TRIUMPH
  GEAR SYSTEMS - MACOMB, INC. (formerly ACR Industries, Inc.)

  
	
   

  	
  TRIUMPH
  GROUP ACQUISITION HOLDINGS, INC.

  
	
   

  	
  TRIUMPH
  INSTRUMENTS, INC. (f/k/a Triumph/JDC Company)

  
	
   

  	
  TRIUMPH
  PRECISION CASTINGS CO.

  
	
   

  	
  TRIUMPH STRUCTURES - LOS ANGELES, INC.
  (formerly Hydro-Mill Co. and successor by merger to Ralee Engineering Co.)

  
	
   

  	
  TRIUMPH
  THERMAL SYSTEMS, INC.

  
	
   

  	
  TRIUMPH
  TURBINE SERVICES, INC.

  
	
   

  	
  TRIUMPH
  STRUCTURES - WICHITA, INC.

  
	
   

  	
  TRIUMPH
  INTERIORS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Bartholdson

  	
   

  
	
   

  	
  Name:
  John R. Bartholdson

  
	
   

  	
  Title:
  Vice President and Treasurer of each of the above 

  named companies