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 7.2.1.1 [General
Covenant] of the Credit Agreement is hereby amended to read in its
entirety as follows:
7.2.1.1 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 7.2.1.2 [Limitation on Aggregate
Amount], for Indebtedness secured by Permitted Liens; or
(ii) any unsecured
Indebtedness, except, subject to Section 7.2.1.2 [Limitation
on Aggregate Amount], for:
(y) notes issued in favor of
the seller as consideration for an acquisition permitted under
Section 7.2.6(ii) hereof; provided that:
(A) the Indebtedness evidenced by such notes is included in
the consideration for such acquisition, and (B) such notes are
subordinated in a manner satisfactory to the Administrative Agent;
provided , further , that such notes may be repaid in
accordance with their terms at to before the Expiration Date so
long as no Event of Default or Potential Default then exists or
will result from such payment, and
(z) other unsecured
Indebtedness; provided that (A) the Obligations under
this Agreement, the Notes and each of the other Loan Documents rank
at least pari passu in priority of payment with such
unsecured Indebtedness, and (B) no Event of Default or
Potential Default then exists nor will result from incurring such
unsecured Indebtedness.
(c)
Section 7.2.1.2 [Limitation in
Aggregate Amount] of the Credit Agreement is hereby amended to read
in its entirety as follows:
7.2.1.2 Limitation on Aggregate
Amount .
The sum of the outstanding principal
amount of (A) all Indebtedness (other than Indebtedness
hereunder and Excepted Subordinated Indebtedness) of Subsidiaries
(other than the SP Sub), including Guaranties (other than the
Guaranty and Suretyship Agreement executed in connection herewith,
unsecured Guaranties constituting Excepted Subordinated
Indebtedness and unsecured Guaranties by Loan Parties of unsecured
Indebtedness of TGI ), plus (B) secured Indebtedness of TGI
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.
(d)
Section 7.2.20 [Repayment of
Convertible Notes; Repayment of Other Subordinated Indebtedness] of
the Credit Agreement is hereby amended by replacing the second
paragraph of that section in its entirety with the
following:
No Loan Party shall repay other
Subordinated indebtedness (other than the Convertible Notes as
addressed in the immediately preceding paragraph and except to the
extent permitted by Section 7.2.1.1(ii)(y)), without the
written consent of the Required Lenders.
2.
Effectiveness of This
Amendment . This Amendment shall
be effective on the date upon which this Amendment shall have been
executed by each of the Borrowers, each of the Guarantors and each
of the Required Banks.
2
3.
Miscellaneous
.
(a)
All of the terms,
conditions, provisions and covenants in the Notes, the Credit
Agreement, the Loan Documents, and all ot
