Exhibit 10.27 REPLACEMENT REVOLVING CREDIT NOTE $30,000,000 Wayne, Pennsylvania October 23, 1997 (replaces Note dated March 31, 1997) FOR VALUE RECEIVED, the undersigned, (the "Borrower") promise to pay the order of FIRST UNION NATIONAL BANK (the "Bank"), on or before the Expiration Date, the principal sum of Thirty Million Dollars ($30,000,000), or if less, the aggregate amount of the Bank's ratable share of all Revolving Credit Loans made by the Banks to the Borrower under the "Credit Agreement" dated as of March 31, 1997, as amended, among the Borrower, the several other banks from time to time party thereto, and PNC Bank, National Association, as "Agent" for the Banks. The Borrower shall pay interest on the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate or rates per annum specified by the Borrower pursuant to Section 3.1.1 of, or as otherwise provided in, the Credit Agreement. Upon the occurrence and during the continuation of an Event of Default, the Borrower shall pay interest on the entire principal amount of the then outstanding Revolving Credit Loans evidenced by this Revolving Credit Note at a rate per annum equal to two hundred basis points (2% per annum) above the rate of interest otherwise applicable with respect to such loans. Such interest rate will accrue before and after any judgment has been entered. Subject to the provisions of the Credit Agreement, interest on this Revolving Credit Note will be payable on the first Business Day of each calendar quarter after the date hereof and on the Expiration Date. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action. Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the Principal Office in lawful money of the United States of America in immediately available funds. This Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement and other Loan Documents, including the representations, warranties, covenants, conditions, security interests or Liens contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit Agreement. Except as otherwise provided in the Credit Agreement, the Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Credit Agreement. This Note shall bind the Borrower and its successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and assigns. All references herein to the "Borrower" and the "Bank" shall be deemed to apply to the Borrower and the Bank, respectively, and their respective successors and assigns. This Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to its conflicts of law principles. This Note amends, restates, and replaces the Revolving Credit Note dated March 31, 1997 of Borrower to Bank. IN WITNESS WHEREOF, the undersigned has executed this Note by its duly authorized officers with the intention that it constitute a sealed instrument. ATTEST: TRIUMPH GROUP, INC. By: - ----------------------------- -------------------------------- Richard M. Eisenstaedt, John R. Bartholdson, Secretary Senior Vice President