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EXHIBIT 10.25
FIRST AMENDMENT (this "AMENDMENT"), dated December 31, 1996,
to "CREDIT AGREEMENT" dated July 19, 1996 by and among TRIUMPH GROUP HOLDINGS,
INC., f/k/a The Triumph Group, Inc. (the "COMPANY") as a Borrower; each of the
other BORROWERS; TRIUMPH GROUP INC., f/k/a The Triumph Group Holdings, Inc. (the
"GUARANTOR"); the BANKS; and PNC BANK, NATIONAL ASSOCIATION, as "AGENT" for the
Banks.
WHEREAS, the Guarantor has completed its IPO;
WHEREAS, the Guarantor has changed its name to "Triumph Group,
Inc." and the Company has changed its name to "Triumph Group Holdings, Inc.";
WHEREAS, the parties have agreed to restructure the credit
facilities by converting the Term Loan into a Revolving Credit Loan and
increasing the Revolving Credit Commitment to $85,000,000;
WHEREAS, the Agent is willing to give the Borrowers
"pro-forma" credit for the IPO and reduce the rates at which Commitment Fees,
Letter of Credit Fees and interest rate margins are calculated to Level II under
the Pricing Grid, effective immediately and lasting at least until the Agent
receives the Borrowers' compliance certificate for the quarter ending December
31, 1996;
WHEREAS, the parties have agreed to replace the Debt Service
Coverage Ratio requirement with an Interest Coverage Ratio requirement; and
WHEREAS, since July 19, 1996 Advanced Materials
Technologies Inc. and Special Processes of Arizona, Inc. have
become Subsidiaries and are required under Section 8.2.9 of the
Credit Agreement to become Borrowers.
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.
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2. Amendments to Credit Agreement. The Credit
Agreement is hereby amended as follows:
(A) Section 1.1 Certain Definitions. The
definition of "Debt Service Coverage Ratio" is deleted; and all references to
the Debt Service Coverage Ratio in the Credit Agreement are replaced with
references to the "Interest Coverage Ratio," defined as follows:
INTEREST COVERAGE RATIO SHALL MEAN FOR ANY PERIOD OF
DETERMINATION THE RATIO OF (i) CONSOLIDATED NET INCOME (BEFORE
EXTRAORDINARY ITEMS) FOR SUCH PERIOD PLUS THE AMOUNT OF INCOME
TAX EXPENSE AND CONSOLIDATED INTEREST EXPENSE DEDUCTED FROM
EARNINGS IN DETERMINING SUCH CONSOLIDATED NET INCOME TO (ii)
CONSOLIDATED INTEREST EXPENSE FOR SUCH PERIOD.
(B) Article 3 Term Loans. The Term Loan, the outstanding
principal balance of which is $33,750,000 as of today, shall be deemed repaid
in full and refunded with the proceeds of a Revolving Credit Loan on December
31, 1996. The Term Loan Commitment is hereby terminated and all references to
Term Loans in the Credit Agreement are deleted.
(C) Section 8.2.16 Minimum Interest Coverage Ratio. The
minimum Debt Service Coverage Ratio requirement of Section 8.2.16 is deleted
and replaced with a minimum Interest Coverage Ratio requirement, to read
as follows:
THE BORROWER SHALL NOT PERMIT THE INTEREST COVERAGE RATIO,
CALCULATED AS OF THE END OF EACH FISCAL QUARTER FOR THE FOUR
FISCAL QUARTERS THEN ENDED, TO BE LESS THAN 2.5 TO 1.0. FOR
PURPOSES OF DETERMINING THE INTEREST COVERAGE RATIO FOR THE
QUARTER ENDING DECEMBER 31, 1996, THE BORROWERS MAY CALCULATE
CONSOLIDATED INTEREST EXPENSE ON A PRO-FORMA BASIS BY GIVING
EFFECT TO THE IPO FOR THE ENTIRE QUARTER.
(D) 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.
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3. Pricing. Notwithstanding anything in the Credit
Agreement to the contrary, pricing will be at level II under the Pricing Grid
from January 1, 1997 until a change is necessitated by the Total Indebtedness
to EBITDA Ratio for a quarter ending on or after December 31, 1996.
4. Joinder of New Borrowers. Advanced Materials
Technologies Inc. and Special Processes of Arizona, Inc. each (a) hereby
becomes a Borrower under the Credit Agreement; (b) joins in and agrees to be
bound by and perform in accordance with the terms of the Credit Agreement; and
(c) confirms that it is jointly and severally liable with the other Borrowers
to the Banks for all Obligations. Each and every reference to the term
"Borrowers" in the Credit Agreement shall be deemed to include Advanced
Materials Technologies Inc. and Special Processes of Arizona, Inc. from and
after today.
5. Conditions to Amendment. The effectiveness of this
Amendment and the obligation of the Bank to refund the Term Loan with a new
Revolving Credit Loan is subject to the satisfaction of the following
conditions:
(A) A replacement Revolving Credit Note in the
principal amount of $85,000,000 shall have been delivered to PNC
Bank, National Association;
(B) The representations and warranties of the Loan
Parties contained in Article 6 of the Credit Agreement shall be true as though
such representations and warranties had been made today, except (i)
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) for the Guarantor's
capitalization and ownership as shown on Schedule 6.1.2, which changed upon and
following the IPO;
(C) The Loan Parties 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; and
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(E) The Borrowers shall have delivered to the
Agent a duly executed and completed Loan Request for the new Revolving Credit
Loan.
6. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
ATTEST: TRIUMPH GROUP HOLDINGS, INC.
(f/k/a The Triumph Group,
Inc.)
____________________________ By:_______________________
Name: Xxxxxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx
Title: Secretary Title: President
ATTEST: THE TRIUMPH GROUP OPERATIONS,
INC.
____________________________ By:________________________
Name: Xxxxxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx
Title: Secretary Title: Senior Vice President
ATTEST: TRIUMPH CONTROLS, INC.
____________________________ By:________________________
Name: Xxxxxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx
Title: Secretary Title: Vice President
ATTEST: AEROSPACE TECHNOLOGIES, INC.
____________________________ By:________________________
Name: Xxxxxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx
Title: Secretary Title: Vice President
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ATTEST: XXXXXX STEEL, INC.
____________________________ By:________________________
Name: Xxxxxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx
Title: Secretary Title: Vice President
ATTEST: XXXXXX STRUCTURAL STEEL CO.
____________________________ By:________________________
Name: Xxxxxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx
Title: Secretary Title: Vice President
ATTEST: TRIUMPH GROUP INC. (f/k/a The
Triumph Group Holdings, Inc.),
as Guarantor
____________________________ By:_________________________
Name: Xxxxxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx
Title: Secretary Title: Senior Vice President
ATTEST: ADVANCED MATERIALS
TECHNOLOGIES INC.
____________________________ By:________________________
Name: Xxxxxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx
Title: Secretary Title: Vice President
ATTEST: SPECIAL PROCESSES OF ARIZONA,
INC.
____________________________ By:________________________
Name: Xxxxxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx
Title: Secretary Title: Vice President
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PNC BANK, NATIONAL
ASSOCIATION, individually and
as Agent
By:_________________________
Title:_______________________
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Replacement
SCHEDULE 1.1(B)
COMMITMENTS OF BANKS
Revolving
Credit
Bank Commitment Ratable Share
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PNC Bank, National Association $85,000,000 100%
