Exhibit 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT FOR TRIUMPH GROUP, INC.
FIRST AMENDMENT (this "Amendment"), dated October 23, 1997, to
"Credit Agreement" dated as of March 31, 1997 among TRIUMPH GROUP, INC. (the
"Borrower"); the "Banks" party thereto; and PNC BANK, NATIONAL ASSOCIATION,
as "Agent" for the Banks.
WHEREAS, the parties wish to amend the Credit Agreement to increase
the aggregate amount of the Commitments from $85,000,000 to $125,000,000.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. Defined Terms. Capitalized terms not otherwise defined in this
Amendment will have the meanings that the Credit Agreement gives to those
terms.
2. Amendment to Credit Agreement. The Credit Agreement is hereby
amended as follows:
Schedule 1.1(B) Commitments of Banks.
Schedule 1.1(B) to the Credit Agreement is replaced
with Schedule 1.1(B) attached to this Amendment.
3. Conditions to Effectiveness of Amendment. The effectiveness of
this Amendment and the obligation of the Banks to make Revolving Credit Loans
under their increased Commitments is subject to the satisfaction of the
following conditions:
(A) Replacement Revolving Credit Notes in the principal amount
of the increased Commitments shall have been delivered to the Banks;
(B) The representations and warranties of the Borrower
contained in Article 5 of the Credit Agreement shall be true as though such
representations and warranties had been made today, except (i) for
representations and warranties which expressly relate solely to an earlier
date or time, which representations and warranties shall continue to be true
as of the specific dates or times referred to therein and (ii) as indicated
on the updated Credit Agreement disclosure schedules attached hereto;
(C) The Borrower shall have performed and complied with all
covenants and conditions of the Credit Agreement as amended hereby;
(D) No Event of Default or Potential Default shall have
occurred and be continuing or shall exist;
(E) No Material Adverse Change in the Borrower or any of its
Subsidiaries shall have occurred since the date of the Borrower's financial
statements most recently reviewed by the Banks;
(F) The Borrower shall have delivered to the Agent for the
benefit of each Bank a certificate of the Secretary or Assistant Secretary of
the Borrower, certifying as to (i) all action taken by the Borrower in
connection with this Amendment, the replacement Revolving Credit Notes, and
any related Loan Documents (collectively, the "Amendment Documents"); (ii)
the names of the officer or officers authorized to sign this Amendment, the
replacement Revolving Credit Notes, and the related Loan Documents; and (iii)
the absence of any changes in the certificate of incorporation and bylaws of
the Borrower as they were in effect on March 31, 1997, the Closing Date under
the Credit Agreement;
(G) The Borrower shall have delivered to the Agent for the
benefit of each Bank a written opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, general
counsel to the Borrower, as to the corporate existence and good standing of
the Borrower; the due authorization, execution, delivery and enforceability
of the Amendment Documents; the absence of conflicts between the Amendment
Documents and the organizational documents of the Borrower, applicable laws,
and other debt obligations of the Borrower; the absence of material
litigation or claims against the Borrower; and such other matters as the
Agent may reasonably request;
(H) The Borrower shall have delivered to the Agent satisfactory
evidence that the "Majority Holders" under the Alco Note have consented to
the increase in the amount of "Superior Debt" permitted under the Alco Note
to $125,000,000, plus interest; and
(I) The Borrower shall have paid to the Agent, for itself and
for the account of the Banks, all commitment and other fees due in connection
with this Amendment.
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4. Continuing Effectiveness of Credit Agreement and Other Loan
Documents. Except as amended hereby, the Credit Agreement and other Loan
Documents remain in full force and effect.
5. Counterparts. This Amendment may be exectuted in one or more
counterparts, all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
ATTEST: TRIUMPH GROUP, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Secretary Title: Senior Vice President
PNC BANK, NATIONAL
ASSOCIATION, individually and
as Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
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FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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MELLON BANK, N.A.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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