Exhibit 10.2
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Second
Amendment") dated as of October 20, 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 (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)
INCREASE IN REVOLVING CREDIT COMMITMENTS; AMENDMENT TO SCHEDULE OF
COMMITMENTS (SCHEDULE 1.1(B)).
Effective on the date hereof (the "Second Amendment Effective Date"):
(1)
Schedule 1.1(B) to the Credit Agreement is amended and restated as
set forth on Schedule 1.1(B) attached hereto and the Revolving Credit
Commitments are amended to reflect the amounts set forth on such revised
Schedule 1.1(B).
Each of the parties hereto acknowledges and agrees that
Deutsche Bank Trust Company Americas ("Deutsche Bank") was a Bank with a
Commitment included on Schedule 1.1(B) to the Credit Agreement in effect before
the Second Amendment Effective Date, but is simultaneously herewith terminating
its Commitment and ceasing to be a Bank under the Credit Agreement.
Effective
on the Second
Amendment Effective Date, Deutsche Bank's entire Commitment has been reallocated
to other existing Banks such that the Commitments of the Banks as of the Second
Amendment Effective Date is as set forth on revised