Exhibit 10.1
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Fourth
Amendment") dated as of October 15, 2007 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; AND LASALLE BANK NATIONAL ASSOCIATION as the Banks.
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, as amended pursuant to that Second Amendment to
Amended and Restated Credit Agreement dated as of October 20, 2006, and as
amended pursuant to that Third Amendment to Amended and Restated Credit
Agreement dated as of December 22, 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.
AMENDMENT OF EXISTING DEFINITIONS:
(A)
EXISTING DEFINITIONS. THE FOLLOWING
EXISTING DEFINITIONS IN SECTION 1.1 OF THE CREDIT AGREEMENT ARE HEREBY AMENDED
AND RESTATED TO READ AS FOLLOWS:
Borrowing Tranche shall mean specified portions of Loans outstanding as
follows:
(i) any Loans to which a Euro-Rate Option applies which become subject
to the same Interest Rate Option under the same Loan Request by the Borrower and
which have the same Interest Period and which are denominated either in Dollars
or in the same Optional Currency
shall constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate
Option applies shall constitute one Borrowing Tranche.
Business Day shall mean any day other than a Saturday or Sunday or