Exhibit 10.1
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Amendment")
dated as of September 18, 2009, is made by and among TRIUMPH GROUP, INC., a
Delaware corporation ("TGI"), the other BORROWERS party hereto (together with
TGI, the "Borrowers"); the GUARANTORS party hereto (the "Guarantors"); 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, JP
MORGAN CHASE BANK, SOVEREIGN BANK and BRANCH BANKING & TRUST COMPANY, each in
its capacity as a managing agent for the Banks (each hereinafter referred to in
such capacity as the "Managing Agent" and, together with the Administrative
Agent, the Syndication Agent and the Documentation Agent, the "Agents"); and the
BANKS party hereto (the "Banks").
Reference is made to the Amended and Restated Credit Agreement dated as of
August 14, 2009, by and among the Borrowers, the Guarantors, the Banks, the
Agents (the "Credit Agreement").
(Capitalized terms used herein not otherwise
defined shall have the meanings provided for in the Credit Agreement.)
The Borrowers, the Guarantors, 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)
SECTION 1.1
[CERTAIN DEFINITIONS] OF THE CREDIT AGREEMENT IS
HEREBY AMENDED BY ADDING THE FOLLOWING DEFINITION THERETO:
Excepted Subordinated Indebtedness shall mean Subordinated Indebtedness of some
or all of the Loan Parties for which no non-Loan Party Subsidiary is liable as a
primary obligor, pledgor, surety or guarantor.
(B)
SECTION [GENERAL COVENANT] OF THE CREDIT AGREEMENT IS
HEREBY AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS:
General Covenant.
Other than (a) Indebtedness under the Loan Documents, (b) Indebtedness of the SP
Sub (but only the SP Sub) incurred in connection with the Receivables Facility
up to a maximum principal amount of $125,000,000.00 (or such greater amount that
may be approved in writing by
the Required Banks), and (c) Excepted Subordinated Indebtedness, TGI shall not,
and shall not permit any of its Subsidiaries to, at any time create, incur,
assume or suffer to exist
(i) any secured Indebtedness, except, subject to Section [Limitation on
Aggregate Amount], for Indebtedness secured by Permitted Liens; or
(ii) any unsecured Indebtedness, except, subject to Section [Limitation
on Aggregate Amount], for:
(y) notes issued in favor