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 a legal holiday on which
commercial banks are authorized or required to be closed for business in
Pittsburgh, Pennsylvania and (i) if the applicable Business Day relates to any
Loan to which the Euro-Rate Option applies, such day must also be a day on
which dealings are carried on in the London interbank market, (ii) with
respect to advances or payments of Loans or any other matters relating to Loans
denominated in an Optional Currency, such day also shall be a day on which
dealings in deposits in the relevant Optional Currency are carried on in the
applicable interbank market, and (iii) with respect to advances or
payments of Loans denominated in an Optional Currency, such day shall also be a
day on which all applicable banks into which Loan proceeds may be deposited are
open for business and foreign exchange markets are open for business in the principal
financial center of the country of such currency.


 


Euro-Rate
shall mean the following:


 


(A)  with respect to Dollar Loans comprising any
Borrowing Tranche to which the Euro-Rate Option applies for any Interest
Period, the interest rate per annum determined by the Administrative Agent by
dividing (the resulting quotient rounded upwards, if necessary, to the nearest
1/100th of 1% per annum) (i) the rate of interest determined by the
Administrative Agent in accordance with its usual procedures (which determination
shall be conclusive absent manifest error) to be the average of the London
interbank offered rates for U.S. Dollars quoted by the British Bankers’
Association as set forth on the Bloomberg Page BBAM1 (or on such other
substitute Bloomberg page that displays rates at which US dollar deposits are
offered by leading banks in the London interbank deposit market) or the rate
which is quoted by another source selected by the Administrative Agent which
has been approved by the British Bankers’ Association as an authorized
information vendor for the purpose of displaying rates at which US dollar
deposits are offered by leading banks in the London interbank deposit market
(an “Alternate Source”) two (2) Business Days prior to the first day of such
Interest Period for an amount comparable to such Borrowing Tranche and having a
borrowing date and a maturity comparable to such Interest Period (or if there
shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or
any substitute page) or any Alternate Source, a comparable replacement rate
determined by the Administrative Agent as such time (which determination shall
be conclusive absent manifest error)), by (ii) a number equal to 1.00
minus the Euro-Rate Reserve Percentage. Such Euro-Rate may also be expressed by
the following formula:


 


Average of
London interbank offered rates quoted 

by Bloomberg or appropriate successor as shown on


Euro-Rate
=                       Bloomberg
Page BBAM1

1.00 = Euro-Rate Reserve Percentage


 


The Euro-Rate shall be adjusted with respect
to any Loan to which the Euro-Rate Option applies that is outstanding on the
effective date of any change in the Euro-Rate Reserve Percentage as of such
effective date. The Administrative Agent shall give prompt notice to the
Borrower of the Euro-Rate as determined or adjusted in accordance herewith,
which determination shall be conclusive absent manifest error.


 


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(B)  with respect to Optional Currency Loans
comprising any Borrowing Tranche to which the Euro-Rate Option applies for any
Interest Period, the interest rate per annum determined by the Administrative
Agent by dividing (i) the rate of interest per annum determined by the
Administrative Agent in accordance with its usual procedures (which determination
shall be conclusive absent manifest error) to be the rate of interest per annum
for deposits in the relevant Optional Currency which appears on the relevant
Bloomberg Page (or, if no such quotation is available on such Bloomberg Page,
on the appropriate such other substitute Bloomberg page that displays rates at
which the relevant Optional Currency deposits are offered by leading banks in
the London interbank deposit market) or the rate which is quoted by another
source selected by the Administrative Agent which has been approved by the
British Bankers’ Association as an authorized information vendor for the
purpose of displaying such rates at which such Optional Currency deposits are
offered by leading banks in the London interbank deposit market (an “Optional
Currency Alternate Source”), at approximately 9:00 a.m., Pittsburgh time, two
(2) Business Days prior to the first day of such Interest Period for delivery
on the first day of such Interest Period for a period, and in an amount,
comparable to such Interest Period and principal amount of such Borrowing
Tranche (“LIBO Rate”) by (ii) a number equal to 1.00 minus the
Euro-Rate Reserve Percentage. Such Euro-Rate may also be expressed by the
following formula:


 


LIBO Rate


Euro-Rate                                           =                                                                                                                                                                                                                                         


1 - Euro-Rate Reserve Percentage


 


The Euro-Rate shall be adjusted with respect
to any Euro-Rate Option outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date. The Administrative
Agent shall give prompt notice to the Borrower of the Euro-Rate as determined
or adjusted in accordance herewith, which determination shall be conclusive
absent manifest error. The Euro-Rate for any Loans shall be based upon the
Euro-Rate for the currency in which such Loans are requested.


 


Euro-Rate
Reserve Percentage shall mean the maximum percentage
(expressed as a decimal rounded upward to the nearest 1/100 of 1%) as
determined by the Administrative Agent which is in effect during any relevant
period, (i) as prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for determining the reserve requirements (including
supplemental, marginal and emergency reserve requirements) with respect to
eurocurrency funding (currently referred to as “Eurocurrency Liabilities”) of a
member bank in such System; and (ii) to be maintained by a Bank as
required for reserve liquidity, special deposit, or a similar purpose by any
governmental or monetary authority of any country or political subdivision
thereof (including any central bank), against (A) any category of
liabilities that includes deposits by reference to which a Euro-Rate is to be
determined, or (B) any category of extension of credit or other assets
that includes Loans or Borrowing Tranches to which a Euro-Rate applies.


 


GAAP
shall mean United States generally accepted accounting principles as are in
effect in the United States from time to time, subject to the provisions of
Section 1.3, and applied on a consistent basis both as to classification
of items and amounts.


 


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Swing Loan
Commitment shall mean PNC Bank’s commitment to make
Swing Loans to the Borrower in an aggregate Dollar Equivalent principal amount
of up to $30,000,000.


 


ADDITION
OF NEW DEFINITIONS:


 


(b)                                 New Definitions.
The following new definitions are hereby inserted into Section 1.1 of the
Credit Agreement in alphabetical order to read as follows:


 


Cash
Collateralize shall mean, with respect to Letters of
Credit Outstanding, that the Borrower shall deposit in a non-interest bearing
account with the Administrative Agent, as cash collateral for its Obligations
under the Loan Documents, an amount equal to the Letters of Credit Outstanding.


 


Consideration
shall mean with respect to any Permitted Acquisition, the aggregate of (i) the
cash paid by any of the Loan Parties, directly or indirectly, to the seller in
connection therewith, (ii) the Indebtedness incurred or assumed by any of the
Loan Parties, whether in favor of the seller or otherwise and whether fixed or
contingent, (iii) any Guaranty (whether or not constituting Indebtedness) given
or incurred by any Loan Party in connection therewith, and (iv) any other
consideration given or obligation incurred by any of the Loan Parties in
connection therewith.


 


Dollar
Equivalent shall mean, with respect to any amount of
any currency, the Equivalent Amount of such currency expressed in Dollars.


 


Dollar
Equivalent Revolving Facility Usage shall mean at any
time the sum of the Dollar Equivalent amount of Revolving Credit Loans then
outstanding, the Dollar Equivalent amount of Swing Loans then outstanding, and
the Dollar Equivalent amount of Letters of Credit Outstanding.


 


Equivalent
Amount shall mean, at any time, as determined by the
Administrative Agent (which determination shall be conclusive absent manifest
error), with respect to an amount of any currency (the “Reference Currency”)
which is to be computed as an equivalent amount of another currency (the “Equivalent
Currency”): (i) if the Reference Currency and the Equivalent Currency are
the same, the amount of such Reference Currency, or (ii) if the Reference
Currency and the Equivalent Currency are not the same, the amount of such
Equivalent Currency converted from such Reference Currency at the
Administrative Agent’s spot selling rate (based on the market rates then
prevailing and available to the Administrative Agent) for the sale of such
Equivalent Currency for such Reference Currency at a time determined by the
Administrative Agent on the second Business Day immediately preceding the event
for which such calculation is made.


 


Equivalent
Currency shall have the meaning assigned to such term
in the definition of Equivalent Amount.


 


Optional
Currency shall mean any of the following currencies:
British Pounds Sterling, Euros, Canadian Dollars, Mexican Pesos and any other
currency approved by the Administrative Agent and all of the Banks pursuant to
Section 2.11.4, and, for purposes of advances under the Swing Loan
Commitment only, Thai Baht and no other currency.


 


4

















 


Original
Currency shall have the meaning assigned to such term
in Section 4.9.1.


 


Other Currency
shall have the meaning assigned to such term in Section 4.9.1.


 


Overnight Rate
shall mean for any day with respect to any Loans in an Optional Currency, the
rate of interest per annum as determined by the Administrative Agent at which
overnight deposits in the such currency, in an amount approximately equal to
the amount with respect to which such rate is being determined, would be
offered for such day in the applicable offshore interbank market.


 


Reference
Currency shall have the meaning assigned to such term
in the definition of Equivalent Amount.


 


Thai Baht
Sublimit shall mean the Dollar Equivalent of
$10,000,000.


 


AMENDMENT
OF EXISTING SECTIONS TO CREDIT AGREEMENT:


 


(c)                                  Existing Sections.
The following existing Sections of the Credit Agreement are hereby amended and
restated to read as follows:


 


(i)                                     Section
2.1.1 (General) of the Credit Agreement is hereby amended and restated to read
as follows:


 


“2.1.1                  General.


 


Subject to the
terms and conditions hereof and relying upon the representations and warranties
herein set forth, each Bank severally agrees to make Revolving Credit Loans in
either Dollars or one or more Optional Currencies to the Borrower at any time
or from time to time on or after the date hereof to the Expiration Date
provided that (i) after giving effect to each such Loan the aggregate Dollar
Equivalent amount of Revolving Credit Loans from such Bank shall not exceed
such Bank’s Revolving Credit Commitment minus such Bank’s Ratable Share of the
Dollar Equivalent amount of the then outstanding Swing Loans and the Dollar
Equivalent amount of Letters of Credit Outstanding, (ii) the aggregate Dollar
Equivalent amount of Loans in Optional Currencies outstanding shall not exceed
$200,000,000, and (iii) no Loan to which the Base Rate Option applies shall be
made in an Optional Currency. Within such limits of time and amount and subject
to the other provisions of this Agreement, the Borrower may borrow, repay and
reborrow pursuant to this Section 2.1.”


 


(ii)                                  Section
2.2 (Nature of Banks’ Obligations with Respect to Revolving Credit Loans) of
the Credit Agreement is hereby amended and restated to read as follows:


 


“2.2                           Nature
of Banks’ Obligations with Respect to Revolving Credit Loans.


 


Each Bank
shall be obligated to participate in each request for Revolving Credit Loans
pursuant to Section 2.4 in accordance with its Ratable Share. The
aggregate Dollar Equivalent amount of each Bank’s Revolving Credit Loans
outstanding hereunder to the Borrower at any time shall never exceed its
Revolving Credit Commitment minus its Ratable Share of the Dollar Equivalent
amount of Letter of Credit Outstandings, subject to Section 4.6.1. The
obligations of each Bank hereunder are several. The failure of any Bank to
perform its


 


5

















 


obligations
hereunder shall not affect the Obligations of the Borrower to any other party
nor the several obligations of the other Banks to the Borrower; nor shall any
other party be liable for the failure of such Bank to perform its obligations
hereunder. The Banks shall have no obligation to make Revolving Credit Loans
hereunder on or after the Expiration Date.”


 


(iii)                               Section
2.3 (Commitment Fees) of the Credit Agreement is hereby amended and restated to
read as follows:


 


“2.3                           Commitment
Fees.


 


Accruing from
the date hereof until the Expiration Date, the Borrower agrees to pay to the
Administrative Agent in Dollars for the account of each Bank, as consideration
for such Bank’s Revolving Credit Commitment hereunder, a nonrefundable
commitment fee (the “Commitment Fee”), calculated on a per annum (365 or
366 days, as appropriate, and actual days elapsed) basis under the Pricing
Grid, on the average daily difference between the amount of (i) such Bank’s
Revolving Credit Commitment as the same may be constituted from time to time
and (ii) the principal amount of such Bank’s Ratable Share of Revolving
Facility Usage. All Commitment Fees shall be payable in arrears on the first
Business Day of each October, January, April and July and on the Expiration
Date or upon acceleration of the Notes. For purposes of this computation, PNC
Bank’s outstanding Swing Loans shall be deemed to be borrowed amounts under its
Revolving Credit Commitment.”


 


(iv)                              Section
2.4 (Revolving Credit Loan Requests) of the Credit Agreement is hereby amended
and restated to read as follows:


 


“2.4                           Revolving
Credit Loan Requests.


 


Except as
otherwise provided herein, the Borrower may from time to time prior to the
Expiration Date request the Banks to make Revolving Credit Loans, or renew or
convert the Interest Rate Option applicable to existing Revolving Credit Loans
pursuant to Section 3.2, by delivering to the Administrative Agent, not
later than (i) 2:00 p.m., Pittsburgh time, three (3) Business Days prior to the
proposed Borrowing Date with respect to the making of Revolving Credit Loans in
Dollars to which the Euro-Rate Option applies or the date of conversion to or
the renewal of the Euro-Rate Option for any such Loans and four (4) Business
Days prior to the proposed Borrowing Date with respect to the making of
Revolving Credit Loans in an Optional Currency or the date of conversion to or
renewal of the Euro-Rate Option for Revolving Credit Loans in an Optional
Currency; and (ii) 10:30 a.m., Pittsburgh time on either the proposed
Borrowing Date with respect to the making of a Revolving Credit Loan to which
the Base Rate Option applies or the last day of the preceding Interest Period
with respect to the conversion to the Base Rate Option for any Revolving Credit
Loan to which the Euro-Rate Option applies, of a duly completed request
therefor substantially in the form of Exhibit 2.4 or a request by
telephone immediately confirmed in writing by letter, or facsimile in such form
(each, a “Loan Request”), it being understood that the Administrative
Agent may rely on the authority of any individual making such a telephonic
request without the necessity of receipt of such written confirmation. Each
Revolving Credit Loan Request shall be irrevocable and shall specify (i) the
proposed Borrowing Date; (ii) the aggregate amount of the proposed Revolving
Credit Loans (expressed in the currency in which such Loans shall be funded)
comprising each Borrowing Tranche, the Dollar Equivalent amount of which shall
be in integral multiples of $500,000 and not less than


 


6

















 


$2,000,000 for
each Borrowing Tranche to which the Euro-Rate Option applies and not less than
the lesser of $200,000 or the maximum amount available for Borrowing Tranches
to which the Base Rate Option applies; (iii) whether the Euro-Rate Option or
Base Rate Option shall apply to the proposed Revolving Credit Loans comprising
the Borrowing Tranche; and (iv) the currency in which such Loans shall be
funded if the Borrower is electing the Euro-Rate Option; and (v) in the case of
a Borrowing Tranche to which the Euro-Rate Option applies, an appropriate Interest
Period for the proposed Revolving Credit Loans comprising such Borrowing
Tranche. If the Borrower (i) fails to specify an interest rate option to be
applicable to a Borrowing Tranche of Loans, the Borrower shall be deemed to
have requested the Base Rate Option with respect to such Borrowing Tranche, or
(ii) elects the Euro-Rate option but fails to specify an Interest Period to
apply to the applicable Revolving Credit Loans, such Interest Period shall be 1
month.”


 


(v)                                 Section
2.5 (Making Revolving Credit Loans) of the Credit Agreement is hereby amended
and restated to read as follow:


 


“2.5                           Making
Revolving Credit Loans.


 


The
Administrative Agent shall, promptly after receipt by it of a Loan Request
pursuant to Section 2.4, notify the Banks of its receipt of such Loan Request
specifying: (i) the proposed Borrowing Date and the time and method of
disbursement of such Revolving Credit Loans; (ii) the currencies in which such
Revolving Credit Loans are to be made, the amount(s) and type(s) of each and
the applicable Interest Period(s) (if any); and (iii) the apportionment among
the Banks of the Revolving Credit Loans as determined by the Administrative
Agent in accordance with Section 2.2. Each Bank shall remit the principal
amount of each Revolving Credit Loan to the Administrative Agent in the
appropriate currencies such that the Administrative Agent shall, to the extent
the Banks have made funds available to it for such purposes, fund such
Revolving Credit Loans to the Borrower in U.S. Dollars and/or Optional
Currencies, as applicable, and in immediately available funds at the Principal
Office prior to 2:00 p.m., Pittsburgh time, on the Borrowing Date, provided
that if any Bank fails to remit such funds to the Administrative Agent in a
timely manner, the Administrative Agent may elect in its sole discretion to
fund with its own funds the Revolving Credit Loans of such Bank on the
Borrowing Date and such Bank shall be subject to the repayment obligation in
Section 9.16.”


 


(vi)                              Section
2.8.1 (Issuance of Letters of Credit) of the Credit Agreement is hereby amended
and restated to read as follows:


 


“2.8.1                  Issuance of
Letter of Credit.


 


Borrower may
request the issuance of a letter of credit (each a “Letter of Credit”)
which may be denominated in either Dollars or an Optional Currency for itself
or on behalf of another Loan Party by delivering or having such other Loan
Party deliver to the Administrative Agent a completed application and agreement
for letters of credit in such form as the Administrative Agent may specify from
time to time by no later than 10:00 a.m., Pittsburgh time, at least five (5)
Business Days, or such shorter period as may be agreed to by the Administrative
Agent, in advance of the proposed date of issuance. All letters of credit
issued and outstanding under the 2000 Credit Agreement shall be deemed to have
been issued under this Agreement. Subject to the terms and conditions hereof
and in reliance on the agreements of the other Banks set forth in this
Section 2.8, the Administrative Agent will issue a Letter of Credit
provided that


 


7

















 


each Letter of
Credit shall (A) have a maximum maturity of twelve (12) months from the date of
issuance, and (B) in no event expire later than one Business Day prior to the
Expiration Date and provided that in no event shall (i) the Dollar Equivalent
amount of Letters of Credit Outstanding exceed, at any one time, $30,000,000 or
(ii) the Dollar Equivalent Revolving Facility Usage exceed, at any one time,
the Revolving Credit Commitments.”


 


(vii)                           Section
2.8.2 (Letter of Credit Fees) of the Credit Agreement is hereby amended and
restated to read as follows:


 


“2.8.2                  Letter of
Credit Fees.


 


The Borrower
shall pay in Dollars (i) to the Administrative Agent for the ratable account of
the Banks a fee (the “Letter of Credit Fee”) calculated on a per annum
(365 or 366 days, as appropriate, and actual days elapsed) basis under the
Pricing Grid, and (ii) to the Administrative Agent for its own account a
fronting fee equal to 1/8% per annum, which fees shall be computed on the daily
average Dollar Equivalent amount of Letters of Credit Outstanding and shall be
payable quarterly in arrears commencing with the first Business Day of October,
January, April and July following issuance of each Letter of Credit and on the
Expiration Date. The Borrower shall also pay to the Administrative Agent in
Dollars for the Administrative Agent’s sole account the Administrative Agent’s
then in effect customary fees and administrative expenses payable with respect
to the Letters of Credit as the Administrative Agent may generally charge or
incur from time to time in connection with the issuance, maintenance,
modification (if any), assignment or transfer (if any),  negotiation,
and administration of Letters of Credit.”


 


(viii)                        Section
2.8.3 (Disbursements, Reimbursement) of the Credit Agreement is amended by
amending and restating subsections 2.8.3.2, 2.8.3.3 and 2.8.3.4 thereof to read
as follows:


 


“2.8.3.2             In
the event of any request for a drawing under a Letter of Credit by the
beneficiary or transferee thereof, the Administrative Agent will promptly
notify the Borrower. Provided that it shall have received such notice, the
Borrower shall reimburse (such obligation to reimburse the Administrative Agent
shall sometimes be referred to as a “Reimbursement Obligation”) the
Administrative Agent in Dollars prior to 12:00 noon, Pittsburgh time on each
date that an amount is paid by the Administrative Agent under any Letter of
Credit (each such date, an “Drawing Date”) in an amount equal to the Dollar
Equivalent amount so paid by the Administrative Agent. In the event the
Borrower fails to reimburse the Administrative Agent for the full Dollar
Equivalent amount of any drawing under any Letter of Credit by 12:00 noon,
Pittsburgh time, on the Drawing Date, the Administrative Agent will promptly
notify each Bank thereof, and the Borrower shall be deemed to have requested
that Revolving Credit Loans be made by the Banks in Dollars under the Base Rate
Option to be disbursed on the Drawing Date under such Letter of Credit, subject
to the amount of the unutilized portion of the Revolving Credit Commitment and
subject to the conditions set forth in Section 6.2 [Each Additional Loan]
other than any notice requirements. Any notice given by the Administrative
Agent pursuant to this Section 2.8.3.2 may be oral if immediately
confirmed in writing; provided that the lack of such an immediate confirmation
shall not affect the conclusiveness or binding effect of such notice.


 


8

















 


2.8.3.3                   Each
Bank shall upon any notice pursuant to Section 2.8.3.2 make available to
the Administrative Agent an amount in Dollars in immediately available funds
equal to its Ratable Share of the Dollar Equivalent amount of the drawing,
whereupon the participating Banks shall (subject to Section 2.8.3.4) each
be deemed to have made a Revolving Credit Loan in Dollars to the Borrower under
the Base Rate Option in that amount. If any Bank so notified fails to make
available in Dollars to the Administrative Agent for the account of the
Administrative Agent the amount of such Bank’s Ratable Share of such Dollar
Equivalent amount by no later than 2:00 p.m., Pittsburgh time on the Drawing
Date, then interest shall accrue on such Bank’s obligation to make such
payment, from the Drawing Date to the date on which such Bank makes such
payment (i) at a rate per annum equal to the Federal Funds Effective Rate
during the first three days following the Drawing Date and (ii) at a rate per
annum equal to the rate applicable to Loans under the Revolving Credit Base
Rate Option on and after the fourth day following the Drawing Date. The
Administrative Agent will promptly give notice of the occurrence of the Drawing
Date, but failure of the Administrative Agent to give any such notice on the
Drawing Date or in sufficient time to enable any Bank to effect such payment on
such date shall not relieve such Bank from its obligation under this
Section 2.8.3.3.


 


2.8.3.4                   With
respect to any unreimbursed drawing that is not converted into Revolving Credit
Loans to the Borrower under the Base Rate Option in whole or in part as
contemplated by Section 2.8.3.2, because of the Borrower’s failure to
satisfy the conditions set forth in Section 6.2 [Each Additional Loan]
other than any notice requirements or for any other reason, the Borrower shall
be deemed to have incurred from the Administrative Agent a borrowing (each a “Letter
of Credit Borrowing”) in Dollars equal to the Dollar Equivalent amount of such
drawing. Such Letter of Credit Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at the rate per annum
applicable to the Revolving Credit Loans under the Base Rate Option. Each Bank’s
payment to the Administrative Agent pursuant to Section 2.8.3.3 shall be
deemed to be a payment in respect of its participation in such Letter of Credit
Borrowing and shall constitute a “Participation Advance” from such Bank in
satisfaction of its participation obligation under this Section 2.8.3.”


 


The remainder
of Section 2.8.3 (Disbursements, Reimbursement) remains unchanged hereby.


 


(ix)                                Section
2.9 (Swing Loans) of the Credit Agreement is hereby amended by amending and
restating subsection 2.9.1 (Making Swing Loans), 2.9.2 (Swing Loan Request),
2.9.4 (Repayment), 2.9.5 (Participation) to read as follows:


 


“2.9                           Swing
Loans.


 


2.9.1                        Making
Swing Loans.


 


Subject to the
terms and conditions hereof, PNC Bank may in its discretion make swing line
loans in Dollars and/or Thai Baht (the “Swing Loans”) to the Borrower
from time to time prior to the Expiration Date in an aggregate outstanding
principal amount up to the amount of the Swing Loan Commitment for periods
requested by the Borrower (provided that with respect to Swing Loans
made in Thai Baht such periods shall be one or two Months) and agreed to by PNC
Bank; provided, that, no Swing Loan shall be made if, after giving
effect to the making of such Swing Loan and the simultaneous application of the
proceeds thereof, (x) the 


 


9

















 


aggregate
Dollar Equivalent Revolving Facility Usage would exceed the aggregate amount of
the Revolving Credit Commitments of all of the Banks, (y) the aggregate amount
of all Revolving Credit Loans made by a Bank plus such Bank’s Ratable Share of
the amount of Swing Loans and Letter of Credit Outstandings then outstanding
would exceed its Revolving Credit Commitment, or (z) the aggregate outstanding
Swing Loans in Thai Baht would exceed the Thai Baht Sublimit. Within the
foregoing limits, the Borrower may, prior to the Expiration Date borrow, repay
and reborrow under the Swing Loan Commitment, subject to and in accordance with
the terms and limitations hereof. The interest rate for a Swing Loan shall be
the rate that is mutually agreed by the Borrower and PNC Bank at the time such
Swing Loan is made or, absent such an agreement, at the Base Rate, provided
that Swing Loans made in Thai Baht shall earn interest at the Euro-Rate Option
available for Optional Currency Loans as otherwise provided (and subject to the
conditions and restrictions) set forth in Sections 3.1 and 3.2.


 


2.9.2                        Swing
Loan Request.


 


The Borrower
may request a Swing Loan to be made on any Business Day. Each request for a
Swing Loan shall be in the form of a Swing Loan Request (or a request by
telephone immediately confirmed in writing, it being understood that PNC Bank
may rely on the authority of any individual making such telephonic request
without the necessity of receipt of such written confirmation) and received by
the Administrative Agent not later than 1:00 p.m. (Pittsburgh time) on the
Business Day such Swing Loan is to be made for Swing Loans to be made in
Dollars, and four (4) Business Days prior to the Business Day such Swing Loan
is to be made for Swing Loans to be made in Thai Baht, specifying in each case
(i) the currency to be borrowed (which shall be Dollars and/or Thai Baht) and
the amounts to be borrowed of each, (ii) the requested Borrowing Date, and
(iii) the date such Swing Loan is to be repaid, if applicable (the “Swing
Loan Repayment Date”). The request for such Swing Loan shall be irrevocable.
Provided that all applicable conditions precedent contained herein have been
satisfied, PNC Bank shall, not later than 4:00 p.m., Pittsburgh time, on
the date specified in the Borrower’s request for such Swing Loan, make such
Swing Loan by crediting the Borrower’s deposit account with PNC Bank.


 


2.9.4                        Repayment.


 


Swing Loans
shall be repaid on the earlier of (i) the Expiration Date or (ii) the Swing
Loan Repayment Date for such Swing Loan, or in the case of any Swing Loan at
any time upon demand by the Administrative Agent (any such date being the “Swing
Loan Conversion Date”). Unless the Borrower shall have notified the Administrative
Agent prior to 11:00 a.m., Pittsburgh time, on such Swing Loan Conversion Date
that the Borrower intends to repay such Swing Loan with funds other than the
proceeds of a Revolving Credit Loan, the Borrower shall be deemed to have given
notice to the Administrative Agent requesting the Banks to make Revolving
Credit Loans in U.S. Dollars in an amount determined by PNC Bank in its sole
discretion as the U.S. Dollar Equivalent at the prevailing market rate of such
Swing Loans, which Revolving Credit Loans shall earn interest at the Base Rate
in effect on the Swing Loan Conversion Date in an aggregate amount equal to the
amount of such Swing Loan plus interest thereon, and the Banks shall, on the
Swing Loan Conversion Date, make Revolving Credit Loans (without the
requirement that they comply with the conditions for Revolving Credit Loans in
Section 2.4 [Revolving Credit Loan Requests], which shall earn interest at the
Base Rate, in an aggregate amount equal to the amount of such Swing Loan plus interest
thereon, the proceeds of


 


10

















 


which shall be
applied directly by the Administrative Agent to repay PNC Bank for such Swing
Loan then due plus accrued interest thereon; and provided, further, that if for
any reason the proceeds of such Revolving Credit Loans are not received by PNC
Bank on the Swing Loan Conversion Date in an aggregate amount equal to the
amount of such Swing Loan then due plus accrued interest, the Borrower shall
reimburse PNC Bank on the day immediately following the Swing Loan Conversion
Date, in same day funds, in an amount equal to the excess of the amount of such
Swing Loan then due over the aggregate amount of such Revolving Credit Loans,
if any, received plus accrued interest thereon.


 


2.9.5                        Participations.


 


In the event
that the Borrower shall fail to repay PNC Bank as provided in Section 2.9.4,
the Administrative Agent shall promptly notify each Bank of the unpaid amount
of such Swing Loan and of such Bank’s respective participation therein in an
amount equal to such Bank’s Ratable Share of such Swing Loan. Each Bank shall
make available to the Administrative Agent for payment to PNC Bank an amount
equal to its respective participation therein (including without limitation its
Ratable Share of accrued but unpaid interest thereon, provided that the
interest rate payable by the participating Banks shall not exceed the Base
Rate), in Dollars and in same day funds at the office of the Administrative
Agent specified in such notice; provided however that with respect to
any Swing Loan denominated in Thai Baht, each Bank shall make available to the
Administrative Agent its Ratable Share of the U.S. Dollar Equivalent of such
amount at prevailing market rates as determined by PNC Bank in its sole
discretion. If such notice is delivered by the Administrative Agent by 11:00
a.m., Pittsburgh time, each Bank shall make funds available to the
Administrative Agent on that Business Day. If such notice is delivered after
11:00 a.m., Pittsburgh time, each Bank shall make funds available to the
Administrative Agent on the next Business Day. In the event that any Bank fails
to make available to the Administrative Agent the amount of such Bank’s
participation in such unpaid amount as provided herein, PNC Bank shall be
entitled to recover such amount on demand from such Bank together with interest
thereon at a rate per annum equal to the Federal Funds Effective Rate for each
day during the period between the date such participation amount is required to
be paid and the date on which such Bank makes available its participation in
such unpaid amount. The failure of any Bank to make available to the
Administrative Agent its Ratable Share of any such unpaid amount shall not
relieve any other Bank of its obligations hereunder to make available to the
Administrative Agent its Ratable Share of such unpaid amount on the Swing Loan
Conversion Date. The Administrative Agent shall distribute to each Bank which
has paid all amounts payable by it under this Section 2.9.5 with respect to the
unpaid amount of any Swing Loan, such Bank’s Ratable Share (based on its
participation in such Swing Loan and interest thereon) of all payments received
by the Administrative Agent from the Borrower in repayment of such Swing Loan
when such payments are received. Notwithstanding anything to the contrary
herein, each Bank which has paid all amounts payable by it under this Section
2.9.5 shall have a direct right to repayment of such amounts from the Borrower
subject to the procedures for repaying Banks set forth in this Section 2.9.5
and the provisions of Section 4.”


 


The remainder
of Section 2.9 (Swing Loans) of the Credit Agreement (including without
limitation Section 2.9.3 (Swing Loan Note)) remains unchanged hereby.


 


(x)                                   Section
3.1 (Interest Rate Options) of the Credit Agreement is hereby amended and
restated to read as follows:


 


11

















 


“3.1                           Interest
Rate Options.


 


The Borrower
shall pay interest in respect of the outstanding unpaid principal amount of the
Loans as selected by it from the Base Rate Option or Euro-Rate Option set forth
below applicable to the Loans, it being understood that, subject to the
provisions of this Agreement, the Borrower may select different Interest Rate
Options and different Interest Periods to apply simultaneously to the Loans
comprising different Borrowing Tranches and may convert to or renew one or more
Interest Rate Options with respect to all or any portion of the Loans
comprising any Borrowing Tranche, provided that there shall not be at
any one time outstanding more than eight (8) Borrowing Tranches in the
aggregate among all of the Loans. If at any time the designated rate applicable
to any Loan made by any Bank exceeds such Bank’s highest lawful rate, the rate
of interest on such Bank’s Loan shall be limited to such Bank’s highest lawful
rate. The interest rate applicable to the Swing Loans shall be governed by
Section 2.9. Interest on the principal amount of each Loan made in an Optional
Currency shall be paid by the Borrower in such Optional Currency.”


 


The remainder
of Section 3.1 (Interest Rate Options) remains unchanged hereby.


 


(xi)                                Section
3.1.1 (Revolving Credit Interest Rate Options) of the Credit Agreement is
hereby amended and restated to read as follows:


 


“3.1.1                  Revolving
Credit Interest Rate Options.


 


The Borrower
shall have the right to select from the following Interest Rate Options
applicable to the Revolving Credit Loans, except that no Loan to which the Base
Rate Option shall apply may be made in an Optional Currency:


 


(i)                                     Revolving
Credit Base Rate Option:  A
fluctuating rate per annum (computed on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed) equal to the Base Rate plus the
applicable number of basis points calculated under the Pricing Grid, such
interest rate to change automatically from time to time effective as of the
effective date of each change in the Base Rate; or


 


(ii)                                  Revolving
Credit Euro-Rate Option:  A rate per
annum (computed on the basis of a year of 360 days and actual days elapsed,
provided that, for Loans made in an Optional Currency for which a 365-day basis
is the only market practice available to the Administrative Agent, such rate
shall be calculated on the basis of a year of 365 for the actual days elapsed)
equal to the Euro-Rate plus the applicable number of basis points calculated
under the Pricing Grid.”


 


(xii)                             Section
3.1.2 (Rate Quotations) of the Credit Agreement is hereby amended and restated
to read as follows:


 


“3.1.2                  Rate Quotations.


 


The Borrower
may call the Administrative Agent on or before the date on which a Loan Request
is to be delivered to receive an indication of the interest rates and the
applicable currency exchange rates then in effect, but it is acknowledged that
such projection shall not be


 


12

















 


binding on the
Administrative Agent or the Banks nor affect the rate of interest or the
calculation of Equivalent Amounts which thereafter are actually in effect when
the election is made.”


 


(xiii)                          Section
3.2 (Interest Periods) of the Credit Agreement is hereby amended and restated
to read as follows:


 


“3.2                           Interest
Periods.


 


At any time
when the Borrower shall select, convert to or renew a Euro-Rate Option, the
Borrower shall notify the Administrative Agent thereof by delivering a Loan
Request at least four (4) Business Days prior to the effective date of such
Interest Rate Option, with respect to an Optional Currency Loan, and three (3)
Business Days prior to the effective date of such Euro-Rate Option, with
respect to a Dollar Loan. The notice shall specify an interest period (the “Interest
Period”) during which such Interest Rate Option shall apply, such Interest
Period to be one, two, three or six Months, provided that, the sole Interest
Periods applicable to Optional Currency Loans shall be one or two Months, and provided
further, that:”


 


The remaining
portion of Section 3.2 (Interest Periods) prior to the enumerated Subsections
thereof remains unchanged hereby. Subsections 3.2.1, 3.2.3 and 3.2.4 remain
unchanged hereby.


 


(xiv)                         Section
3.2.2 (Amount of Borrowing Tranche) of the Credit Agreement is hereby amended
and restated to read as follows:


 


“3.2.2                  Amount of
Borrowing Tranche.


 


The Dollar
Equivalent amount of each Borrowing Tranche of Euro-Rate Loans shall be in
integral multiples of $500,000 and not less than $2,000,000;”


 


(xv)                            Section
3.4.2 (Illegality; Increased Costs; Deposits Not Available) of the Credit
Agreement is hereby amended and restated to read as follows:


 


“3.4.2                  Illegality;
Increased Costs; Deposits Not Available.


 


If at any time
any Bank shall have determined that:


 


(i)                                     the
making, maintenance or funding of any Loan to which a Euro-Rate Option applies
has been made impracticable or unlawful by compliance by such Bank in
good-faith with any Law or any interpretation or application thereof by any
Official Body or with any request or directive of any such Official Body
(whether or not having the force of Law), or


 


(ii)                                  such
Euro-Rate Option will not adequately and fairly reflect the cost to such Bank
of the establishment or maintenance of any such Loan, or


 


(iii)                               after
making all reasonable efforts, deposits of the relevant amount in Dollars or in
the Optional Currency (as applicable) for the relevant Interest Period for a
Loan to which a Euro-Rate Option applies are not available to such Bank with
respect to such Loan in the London interbank market, then the Administrative
Agent shall have the rights specified in Section 3.4.3.”


 


13

















 


(xvi)                         Section
3.4.3 (Administrative Agent’s and Banks’ Rights) of the Credit Agreement is
hereby amended and restated to read as follows:


 


“3.4.3                  Administrative
Agent’s and Bank’s Rights.


 


In the case of
any event specified in subsection 3.4.1 above, the Administrative Agent
shall promptly so notify the Banks and the Borrower thereof, and in the case of
an event specified in subsection 3.4.2 above, such Bank shall promptly so
notify the Administrative Agent and endorse a certificate to such notice as to
the specific circumstances of such notice, and the Administrative Agent shall
promptly send copies of such notice and certificate to the other Banks and the
Borrower. Upon such date as shall be specified in such notice (which shall not
be earlier than the date such notice is given), the obligation of (A) the
Banks, in the case of such notice given by the Administrative Agent, or
(B) such Bank, in the case of such notice given by such Bank, to allow the
Borrower to select, convert to or renew a Euro-Rate Option or select an
Optional Currency (as applicable) shall be suspended until the Administrative
Agent shall have later notified the Borrower, or such Bank shall have later
notified the Administrative Agent, of the Administrative Agent’s or such Bank’s,
as the case may be, determination that the circumstances giving rise to such
previous determination no longer exist. If at any time the Administrative Agent
makes a determination under subsection 3.4.1 of this Section 3.4 and the
Borrower has previously notified the Administrative Agent of its selection of,
conversion to or renewal of a Euro-Rate Option and such Interest Rate Option
has not yet gone into effect, such notification shall be deemed to provide for
selection of, conversion to or renewal of the Base Rate Option otherwise
available with respect to such Loans. If any Bank notifies the Administrative
Agent of a determination under subsection 3.4.2 of this Section 3.4, the
Borrower shall, subject to the Borrower’s indemnification Obligations under
Section 4.5.2, as to any Loan of the Bank to which a Euro-Rate Option
applies, on the date specified in such notice either (i) as applicable, convert
such Loan to the Base Rate Option otherwise available with respect to such Loan
or select a different Optional Currency or Dollars, or (ii) prepay such Loan in
accordance with Section 4.4. Absent due notice from the Borrower of
conversion or prepayment, such Loan shall automatically be converted to the
Base Rate Option otherwise available with respect to such Loan upon such
specified date.”


 


(xvii)                      Section
3.5 (Selection of Interest Rate Options) of the Credit Agreement is hereby
amended and restated to read as follows:


 


“3.5                           Selection
of Interest Rate Options.


 


If the
Borrower fails to select a new Interest Period or Optional Currency to apply to
any Borrowing Tranche of Euro-Rate Loans at the expiration of an existing
Interest Period applicable to such Borrowing Tranche in accordance with the
provisions of Section 3.1, the Borrower shall be deemed to have (a) with
respect to Dollar Loans, converted such Borrowing Tranche to the Revolving
Credit Base Rate Option, commencing upon the last day of the existing Interest
Period and (b) with respect to any such Optional Currency Loan Borrowing
Tranche, continued the same Optional Currency therefor, but selected a one
Month Interest Period therefor, commencing upon the last day of the existing
Interest Period.”


 


(xviii)                   Section
4.1 (Payments) of the Credit Agreement is hereby amended and restated to read
as follows:


 


14

















 


“4.1                           Payments.


 


All payments
and prepayments to be made in respect of principal, interest, Commitment Fees,
Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due
from the Borrower hereunder shall be payable prior to 1:00 p.m., Pittsburgh
time, on the date when due without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived by the Borrower, and without
set-off, counterclaim or other deduction of any nature, and an action therefor
shall immediately accrue. Such payments shall be made to the Administrative
Agent at the Principal Office for the ratable accounts of the Banks with
respect to the Loans in U.S. Dollars except that payments of principal or
interest shall be made in the currency in which such Loan was made, and in
immediately available funds, and the Administrative Agent shall promptly
distribute such amounts to the Banks in immediately available funds, provided
that in the event payments are received by 1:00 p.m., Pittsburgh time, by the
Administrative Agent with respect to the Loans and such payments are not
distributed to the Banks on the same day received by the Administrative Agent,
the Administrative Agent shall pay the Banks the Federal Funds Effective Rate
in the case of Loans or other amounts due in Dollars, or the Overnight Rate in
the case of Loans or other amounts due in an Optional Currency with respect to
the amount of such payments for each day held by the Administrative Agent and
not distributed to the Banks. The Administrative Agent’s and each Bank’s
statement of account, ledger or other relevant record shall, in the absence of
manifest error, be conclusive as the statement of the amount of principal of
and interest on the Loans and other amounts owing under this Agreement
(including the Equivalent Amounts of the applicable currencies where such
computations are required) and shall be deemed an “account stated.”“


 


(xix)                           Section
4.3 (Interest Payment Dates) of the Credit Agreement is hereby amended and
restated to read as follows:


 


“4.3                           Interest
Payment Dates.


 


Interest on
Loans to which the Base Rate Option applies shall be due and payable in arrears
on the first Business Day of each October, January, April and July and on the
date such Loans are repaid in full. Interest on Loans to which the Euro-Rate
Option applies shall be due and payable in the currency in which such Loan was
made on the last day of each Interest Period for those Loans and, if such
Interest Period is longer than three (3) months, also on the last day of every
third month during such Interest Period. Interest on mandatory prepayments of
principal under Section 4.5 shall be made in the currency in which such
Loan was made and shall be due on the date such mandatory prepayment is due. Interest
on the principal amount of each Loan or other monetary Obligation shall be due
and payable in the currency in which such Loan was made on demand after such
principal amount or such other monetary Obligation becomes due and payable
(whether on the stated maturity date, upon acceleration or otherwise).”


 


(xx)                              Section
4.4.1 (Right to Prepay) of the Credit Agreement is hereby amended and restated
to read as follows:


 


15

















 


“4.4.1                  Right to
Prepay.


 


The Borrower
shall have the right at its option from time to time to prepay the Loans in
whole or part without premium or penalty (except as provided in
subsection 4.4.2 below or in Section 4.5) in the currency in which
such Loan was made:


 


(i)                                     at
any time with respect to any Loan to which the Base Rate Option applies,


 


(ii)                                  on
the last day of the applicable Interest Period with respect to Loans to which a
Euro-Rate Option applies,


 


(iii)                               on
the date specified in a notice by any Bank pursuant to Section 3.4.2
[Illegality; Increased Costs; Deposits Not Available] with respect to any Loan
to which a Euro-Rate Option applies.


 


Whenever the
Borrower desires to prepay any part of the Loans, it shall provide a prepayment
notice to the Administrative Agent on or before (and in the case of Optional
Currency Loans, four (4) days before) the date of prepayment of Loans setting
forth the following information:


 


(a)                                  the
date, which shall be a Business Day, on which the proposed prepayment is to be
made;


 


(b)                                 a
statement indicating the application of the prepayment; and


 


(c)                                  the
total principal amount and currency of such prepayment, the Dollar Equivalent
amount of which shall not be less than $200,000 for the Revolving Credit Loans.


 


Notwithstanding
the foregoing to the contrary, whenever the Borrower desires to prepay any part
of the Swing Loans it shall provide notice thereof no later than 12:00 noon,
Pittsburgh time, on the date of prepayment of Swing Loans setting forth the
following information:


 


(x)                                   the
date, which shall be a Business Day, on which the proposed prepayment is to be
made; and


 


(y)                                 a
statement indicating the application of the prepayment between the Swing Loans.


 


The amount of
the payment shall not be less than $25,000 for any Swing Loan except for Swing
Loans made pursuant to Section 2.9.9, as to which there shall be no minimum.


 


All prepayment
notices shall be irrevocable. The principal amount of the Loans for which a
prepayment notice is given, together with interest on such principal amount
except with respect to Loans to which the Base Rate Option applies, shall be
due and payable on the date specified in such prepayment notice as the date on
which the proposed prepayment is to be made in the currency in which such Loan
was made. Except as provided in Section 3.3.3, if the Borrower prepays a Loan
but fails to specify the applicable Borrowing Tranche which the Borrower is
prepaying, the prepayment shall be applied first to Loans to which the Base
Rate Option applies, then to Dollar Loans to which the Euro-Rate Option
applies, and then to Optional


 


16

















 


Currency Loans.
Any prepayment hereunder shall be subject to the Borrower’s Obligation to
indemnify the Banks under Section 4.5.2.”


 


(xxi)                           Section
4.4.2 (Replacement of a Bank) of the Credit Agreement is hereby amended and
restated to read as follows:


 


“4.4.2                  Replacement
of a Bank.


 


In the event
any Bank (i) gives notice under Section 3.4.2 or Section 4.5.1, (ii)
does not fund Revolving Credit Loans in breach of its obligations under Section
2.5 or because the making of such Loans would contravene any Law applicable to
such Bank, (iii) does not approve any action as to which consent of the
Required Banks is requested by the Borrower and obtained hereunder, or (iv)
becomes subject to the control of an Official Body (other than normal and
customary supervision), then the Borrower shall have the right at its option,
with the consent of the Administrative Agent, which shall not be unreasonably
withheld, to prepay the Loans of such Bank in whole, together with all interest
accrued thereon, and terminate such Bank’s Commitment within ninety (90) days
after (w) receipt of such Bank’s notice under Section 3.4.2 or 4.5.1, (x)
the date such Bank has failed to fund Revolving Credit Loans in breach of its
obligations under Section 2.5 or because the making of such Loans would
contravene Law applicable to such Bank, (y) the date of obtaining the consent
which such Bank has not approved, or (z) the date such Bank became subject to
the control of an Official Body, as applicable; provided that the
Borrower shall also pay to such Bank at the time of such prepayment any amounts
required under Section 4.5 and any accrued interest due on such amount and
any related fees; provided, however, that the Commitment of such Bank
shall be provided by one or more of the remaining Banks or a replacement bank
acceptable to the Administrative Agent; provided, further, the remaining
Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding
the foregoing, the Administrative Agent may only be replaced subject to the
requirements of Section 9.14 and provided that all Letters of
Credit have expired, been terminated or replaced or cash collateral or backup
letters of credit shall have been deposited.”


 


(xxii)                        Section
4.5.1 (Increased Costs or Reduced Return Resulting From Taxes, Reserves,
Capital Adequacy Requirements, Expenses, Etc. ) of the Credit Agreement is
hereby amended and restated to read as follows:


 


“4.5.1                  Increased
Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy
Requirements, Expenses, Etc.


 


If any Law,
guideline or interpretation or any change in any Law, guideline or
interpretation or application thereof by any Official Body charged with the
interpretation or administration thereof or compliance with any request or
directive (whether or not having the force of Law) of any central bank or other
Official Body:


 


(i)                                     subjects
any Bank to any tax or changes the basis of taxation with respect to this
Agreement, the Notes, the Loans or payments by the Borrower of principal,
interest, Commitment Fees, or other amounts due from the Borrower hereunder or
under the Notes (except for taxes on the overall net income of such Bank),


 


17

















 


(ii)                                  imposes,
modifies or deems applicable any reserve, special deposit or similar
requirement against credits or commitments to extend credit extended by, or
assets (funded or contingent) of, deposits with or for the account of, or other
acquisitions of funds by, any Bank or any Lending Office of any Bank, or


 


(iii)                               imposes,
modifies or deems applicable any capital adequacy or similar requirement (A)
against assets (funded or contingent) of, or letters of credit, other credits
or commitments to extend credit extended by, any Bank, or (B) otherwise
applicable to the obligations of any Bank or any Lending Office of any Bank
under this Agreement, and the result of any of the foregoing is to increase the
cost to, reduce the income receivable by, or impose any expense (including loss
of margin) upon any Bank or its Lending Office with respect to this Agreement,
the Notes or the making, maintenance or funding of any part of the Loans (or,
in the case of any capital adequacy or similar requirement, to have the effect
of reducing the rate of return on any Bank’s capital, taking into consideration
such Bank’s customary policies with respect to capital adequacy) by an amount
which such Bank in its sole discretion deems to be material, such Bank shall
from time to time notify the Borrower and the Administrative Agent of the
amount determined in good-faith (using any averaging and attribution methods
employed in good-faith) by such Bank to be necessary to compensate such Bank
for such increase in cost, reduction of income or additional expense (to the
extent not reflected in the determination of Base Rate). Such notice shall set
forth in reasonable detail the basis for such determination. Such amount shall
be due and payable by the Borrower to such Bank ten (10) Business Days after
such notice is given.”


 


(xxiii)                     Section
7.2.1                             (Indebtedness)
of the Credit Agreement is amended by amending and restating subsection 7.2.1.1
(General Covenants) to read as follows:


 


“7.2.1.1             General
Covenant:


 


Other than the
Indebtedness under the Loan Documents, the Borrower 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 all respects to the Obligations in a
manner satisfactory to the Administrative Agent; provided, further,
that such notes may be repaid in accordance with their terms at or 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


 


18

















 


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.”


 


The remainder
of Section 7.2.1 (Indebtedness) remains unchanged hereby.


 


(xxiv)                    Section
7.2.6 (Liquidations, Mergers, Consolidations, Acquisitions) of the Credit
Agreement is hereby amended and restated to read as follows:


 


“7.2.6                  Liquidations,
Mergers, Consolidations, Acquisitions.


 


The Borrower
shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate
or wind-up its affairs, or become a party to any merger or consolidation, or
acquire by purchase, lease or otherwise all or substantially all of the assets
or capital stock of any other Person, except that


 


(i)                                     any
Subsidiary may consolidate or merge into the Borrower or another Subsidiary;
and


 


(ii)                                  the
Borrower or any of its Subsidiaries may acquire assets or Capital Stock of
other Persons engaged in the business of aviation services (each a “Permitted
Acquisition”), provided that:


 


(a)                                  no
Event of Default exists or will result from such acquisition;


 


(b)                                 with
respect to any Permitted Acquisition for which the aggregate Consideration to
be paid therefor equals or exceeds $30,000,000, the Borrower notifies the
Administrative Agent in writing of the acquisition at least 15 days before it
is scheduled to close, and includes with such notice, to the satisfaction of
the Administrative Agent, the following:


 


(1)                                  a certification by
the Chief Executive Officer, President or Chief Financial Officer of the
Borrower confirming the matters addressed in clauses (a) and (b) of this
Section 7.2.6(ii) and including a pro forma computation of clause (c) below,
and


 


(2)                                  if the Borrower
wishes to include any of the pre-acquisition EBITDA of the acquired business in
the Borrower’s Consolidated Adjusted EBITDA, copies of the financial
statements, due diligence reports, and computations described in, and to the
extent required under, clause (1) of the definition of Consolidated Adjusted
EBITDA.


 


(c)                                  on
a pro forma basis using historical Consolidated EBITDA of the assets and
business being acquired in such acquisition, the Borrower is in compliance with
all financial covenants and other covenants contained in this Agreement
(including without limitation Section 7.2.1) for the full fiscal quarter most
recently ended and for the full fiscal year most recently ended, as though such
acquisition had occurred on the first day of each of such respective periods,”


 


19

















 


(xxv)                       Section
7.2.17 (Minimum Net Worth) of the Credit Agreement is hereby amended and
restated to read as follows:


 


“7.2.17                 Intentionally
Omitted.”


 


(xxvi)                    Section
9.16 (Availability of Funds) of the Credit Agreement is hereby amended and
restated to read as follows:


 


“9.16                     Availability
of Funds.


 


Unless
the Administrative Agent shall have been notified by a Bank prior to the date
and time upon which a Loan is to be made that such Bank does not intend to make
available to the Administrative Agent such Bank’s portion of such Loan, the
Administrative Agent may assume that such Bank has made or will make such
proceeds available to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption (but shall not be
required to), make available to the Borrower a corresponding amount in the
applicable currency. If such corresponding amount is not in fact made available
to the Administrative Agent by such Bank in the applicable currency, the
Administrative Agent shall be entitled to recover such amount on demand from
such Bank (or, if such Bank fails to pay such amount forthwith upon such demand
from the Borrower) together with interest thereon, in respect of each day
during the period commencing on the date such amount was made available to the
Borrower and ending on the date the Administrative Agent recovers such amount,
at a rate per annum equal to the applicable interest rate in respect of the
Loan.”


 


(xxvii)                 Section
9.17 (Calculations) of the Credit Agreement is hereby amended and restated to
read as follows:


 


“9.17                     Calculations.


 


In the
absence of gross negligence or willful misconduct, the Administrative Agent
shall not be liable for any error in computing the amount payable to any Bank
whether in respect of the Loans, fees or any other amounts due to the Banks
under this Agreement. In the event an error in computing any amount payable to
any Bank is made, the Administrative Agent, the Borrower and each affected Bank
shall, forthwith upon discovery of such error, make such adjustments as shall
be required to correct such error, and any compensation therefor will be
calculated at the Federal Funds Effective Rate or the Overnight Rate if such
computation relates to a Loan made in an Optional Currency.”


 


(xxviii)              The
following sentence is hereby added to the end of Section 10.6 (Notices) of the
Credit Agreement:


 


“Schedule
1.1(B) lists the Lending Office (each a “Lending Office”) of each Bank. Each
Bank may change its Lending Office by written notice to the other parties
hereto.”


 


The remainder
of Section 10.6 (Notices) remains unchanged hereby.


 


20

















 


ADDITION
OF NEW SECTIONS TO THE CREDIT AGREEMENT:


 


(d)                                 The following new
Sections are hereby inserted into the Credit Agreement, in numerical order, to
read as follows:


 


(i)                                     New
Section 2.11 to the Credit Agreement:


 


“2.11                     Utilization of Commitments in
Optional Currencies.


 


2.11.1                  Periodic
Computations of Dollar Equivalent Amounts of Loans and Letters of Credit
Outstanding.


 


The
Administrative Agent will determine the Dollar Equivalent amount of
(i) proposed Swing Loans, Revolving Credit Loans or Letters of Credit to
be denominated in an Optional Currency as of the requested Borrowing Date or
date of issuance, as the case may be, (ii)  Letters of Credit Outstanding
denominated in an Optional Currency as of the last Business Day of each month,
and (iii) outstanding Swing Loans and Revolving Credit Loans denominated
in an Optional Currency as of the end of each Interest Period (each such date
under clauses (i) through (iii), a “Computation Date”).


 


2.11.2                  Notices From
Banks That Optional Currencies Are Unavailable to Fund New Loans.


 


The Banks
shall be under no obligation to make the Revolving Credit Loans requested by
the Borrower which are denominated in an Optional Currency if any Bank notifies
the Administrative Agent by 5:00 p.m. (Pittsburgh time) four (4) Business Days
prior to the Borrowing Date for such Revolving Credit Loans that such Bank
cannot provide its share of such Revolving Credit Loans in such Optional
Currency. In the event the Administrative Agent receives a timely notice from a
Bank pursuant to the preceding sentence, the Administrative Agent will notify
the Borrower no later than 12:00 noon (Pittsburgh time) three (3) Business Days
prior to the Borrowing Date for such Revolving Credit Loans that the Optional
Currency is not then available for such Revolving Credit Loans, and the
Administrative Agent shall promptly thereafter notify the Banks of the same. If
the Borrower receives a notice described in the preceding sentence, the
Borrower may, by notice to the Administrative Agent not later than 5:00 p.m.
(Pittsburgh time) three (3) Business Days prior to the Borrowing Date for such
Revolving Credit Loans, either (a) withdraw the Loan Request for such Revolving
Credit Loans, in which event the Administrative Agent will promptly notify each
Bank of the same and the Banks shall not make such Revolving Credit Loans, or
(b) request that the Revolving Credit Loans referred to in its Loan Request be
made in Dollars or in a different Optional Currency in an amount equal to the
Dollar Equivalent or other Optional Currency Equivalent Amount of such
Revolving Credit Loans and shall (A) in the case of Revolving Credit Loans
denominated in Dollars, bear interest under the Base Rate Option or the
Euro-Rate Option, as elected by the Borrower, or (B) in the case of Revolving
Credit Loans denominated in an Optional Currency, bear interest under the
Euro-Rate Option, in which event the Administrative Agent shall promptly
deliver a notice to each Bank stating: (X) that such Revolving Credit Loans
shall be made in the applicable currency and shall bear interest under the Base
Rate Option or the Euro-Rate Option, as applicable, (Y) the aggregate amount of
such Revolving Credit Loans, and (Z) such Bank’s Ratable Share of such
Revolving Credit Loans. If the Borrower does not withdraw such Loan Request
before such time as provided in clause (a) or request before such time that the
requested Revolving Credit Loans referred to in its Loan Request be made in
Dollars or a different


 


21

















 


Optional
Currency as provided in clause (b), then (i) the Borrower shall be deemed to
have withdrawn such Loan Request and (ii) the Administrative Agent shall
promptly deliver a notice to each Bank thereof and the Banks shall not make
such Revolving Credit Loans.


 


2.11.3                  Notices From
Banks That Optional Currencies Are Unavailable to Fund Renewals of the
Euro-Rate Option.


 


If the Borrower
delivers a Loan Request requesting that the Banks renew the Euro-Rate Option
with respect to an outstanding Borrowing Tranche of Revolving Credit Loans
denominated in an Optional Currency, the Banks shall be under no obligation to
renew such Euro-Rate Option if any Bank delivers to the Administrative Agent a
notice by 5:00 p.m. (Pittsburgh time) four (4) Business Days prior to effective
date of such renewal that such Bank cannot continue to provide Revolving Credit
Loans in such Optional Currency. In the event the Administrative Agent receives
a timely notice from a Bank pursuant to the preceding sentence, the
Administrative Agent will notify the Borrower no later than 12:00 noon
(Pittsburgh time) three (3) Business Days prior to the renewal date that the
renewal of such Revolving Credit Loans in such Optional Currency is not then
available, and the Administrative Agent shall promptly thereafter notify the
Banks of the same. If the Administrative Agent shall have so notified the
Borrower that any such renewal of Optional Currency Loans is not then
available, any notice of renewal with respect thereto shall be deemed
withdrawn, and such Optional Currency Loans shall be redenominated into Base
Rate Loans in Dollars with effect from the last day of the Interest Period with
respect to any such Optional Currency Loans. The Administrative Agent will
promptly notify the Borrower and the Banks of any such redenomination, and in
such notice, the Administrative Agent will state the aggregate Dollar
Equivalent amount of the redenominated Optional Currency Loans as of the
Computation Date with respect thereto and such Bank’s Ratable Share thereof.


 


2.11.4                  Requests for
Additional Optional Currencies.


 


The Borrower
may deliver to the Administrative Agent a written request that Revolving Credit
Loans hereunder also be permitted to be made in any other lawful currency
(other than Dollars), in addition to the currencies specified in the definition
of “Optional Currency” herein provided that such currency must be freely traded
in the offshore interbank foreign exchange markets, freely transferable, freely
convertible into Dollars and available to the Banks in the applicable interbank
market. The Administrative Agent will promptly notify the Banks of any such
request promptly after the Administrative Agent receives such request. The
Administrative Agent and each Bank may grant or accept such request in their
sole discretion. The Administrative Agent will promptly notify the Borrower of
the acceptance or rejection by the Administrative Agent and each of the Banks
of the Borrower’s request. The requested currency shall be approved as an
Optional Currency hereunder only if the Administrative Agent and all of the
Banks approve of the Borrower’s request.”


 


(ii)                                  New
Section 2.12 to the Credit Agreement:


 


“2.12                     Currency
Repayments.


 


Notwithstanding
anything contained herein to the contrary, the entire amount of principal of
and interest on any Loan made in an Optional Currency shall be repaid in the
same


 


22

















 


Optional
Currency in which such Loan was made, provided, however, that if it is
impossible or illegal for Borrower to effect payment of a Loan in the Optional
Currency in which such Loan was made, or if Borrower defaults in its obligations
to do so, the Required Banks may at their option permit such payment to be made
(i) at and to a different location, subsidiary, affiliate or correspondent of
the Administrative Agent, or (ii) in the Equivalent Amount of Dollars or (iii)
in an Equivalent Amount of such other currency (freely convertible into
Dollars) as the Required Banks may solely at their option designate. Upon any
events described in (i) through (iii) of the preceding sentence, Borrower shall
make such payment, and Borrower agrees to hold each Bank harmless from and
against any loss incurred by any Bank arising from the cost to such Bank of any
premium, any costs of exchange, the cost of hedging and covering the Optional
Currency in which such Loan was originally made, and from any change in the
value of Dollars, or such other currency, in relation to the Optional Currency
that was due and owing. Such loss shall be calculated for the period commencing
with the first day of the Interest Period for such Loan and continuing through
the date of payment thereof. Without prejudice to the survival of any other
agreement of Borrower hereunder, Borrower’s obligations under this Section 2.12
shall survive termination of this Agreement.”


 


(iii)                               New
Section 2.13 to the Credit Agreement:


 


“2.13                     Optional
Currency Amounts.


 


Notwithstanding
anything contained herein to the contrary, the Administrative Agent may, with
respect to notices by Borrower for Loans in an Optional Currency or voluntary
prepayments of less than the full amount of an Optional Currency Borrowing
Tranche, engage in reasonable rounding of the Optional Currency amounts
requested to be loaned or repaid; and, in such event, the Administrative Agent
shall promptly notify Borrower and the Banks of such rounded amounts and
Borrower’s request or notice shall thereby be deemed to reflect such rounded
amounts.”


 


(iv)                              New
Section 4.4.4 to the Credit Agreement:


 


“4.4.4                  Change of
Lending Office.


 


Each Bank
agrees that upon the occurrence of any event giving rise to increased costs or
other special payments under Section 3.4.2 [Illegality; Increased Costs;
Deposits Not Available] with respect to such Bank, it will, if requested by the
Borrower, use reasonable efforts (subject to overall policy considerations of
such Bank) to designate another Lending Office for any Loans or Letters of
Credit affected by such event, provided that such designation is made on
such terms that such Bank and its Lending Office suffer no economic, legal or
regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of such Section. Nothing in this
Section 4.4.4 shall affect or postpone any of the Obligations of the
Borrower or any other Loan Party or the rights of the Administrative Agent or
any Bank provided in this Agreement.”


 


(v)                                 New
Section 4.6 to the Credit Agreement


 


23
















 


“4.6                           Mandatory
Prepayments.


 


4.6.1                        Currency
Fluctuations.


 


If on any
Computation Date (i) the Dollar Equivalent Revolving Facility Usage is greater
than the Revolving Credit Commitments, (ii) the Dollar Equivalent of Loans in
Optional Currencies shall exceed $200,000,000, (iii) the Dollar Equivalent of
Letters of Credit Outstanding shall exceed $30,000,000, or (iv) the Dollar
Equivalent of Swing Loans denominated in Thai Bahts shall exceed the Thai Baht
Sublimit, as a result of a change in exchange rates between one (1) or more
Optional Currencies and Dollars, then the Administrative Agent shall notify the
Borrower of the same. The Borrower shall pay or prepay Loans (subject to
Borrower’s indemnity obligations under Sections 4.4 [Voluntary Prepayments] and
4.5 [Additional Compensation in Certain Circumstances]) within one (1) Business
Day after receiving such notice such that after giving effect to such payments
or prepayments, (a) the Dollar Equivalent Revolving Facility Usage shall not
exceed the Revolving Credit Commitments, (b) the Dollar Equivalent of Loans in
Optional Currencies shall not exceed $200,000,000, and (c) the Dollar
Equivalent of Swing Loans denominated in Thai Bahts shall not exceed the Thai
Baht Sublimit. With respect to the circumstance identified in clause (iii) of
the first sentence of this paragraph, the Borrower shall Cash Collateralize the
Letters of Credit Outstanding to the extent of the amount by which the Dollar
Equivalent of Letters of Credit Outstanding exceeds $30,000,000.


 


4.6.2                        Application
Among Interest Rate Options.


 


All
prepayments required pursuant to this Section 4.6 [Mandatory Prepayments]
shall first be applied among the Interest Rate Options to the principal amount
of the Loans subject to the Base Rate Option, then to Dollar Loans subject to a
Euro-Rate Option and then to Optional Currency Loans subject to the Euro-Rate
Option. In accordance with Section 4.5.2 [Indemnity], the Borrower shall
indemnify the Banks for any loss or expense, including loss of margin, incurred
with respect to any such prepayments applied against Loans subject to a
Euro-Rate Option on any day other than the last day of the applicable Interest
Period.”


 


(vi)                              New
Section 4.7 to the Credit Agreement:


 


“4.7                           Interbank
Market Presumption.


 


For all purposes
of this Agreement and each Note with respect to any aspects of the Euro-Rate,
any Loan under the Euro-Rate Option or any Optional Currency, each Bank and the
Administrative Agent shall be presumed to have obtained rates, funding,
currencies, deposits, and the like in the applicable interbank market
regardless whether it did so or not; and, each Bank’s and the Administrative
Agent’s determination of amounts payable under, and actions required or
authorized by, Sections 3.4 [Euro-Rate Unascertainable] and 4.5 [Additional
Compensation in Certain Circumstances] shall be calculated, at each Bank’s and
the Administrative Agent’s option, as though each Bank and the Administrative
Agent funded its each Borrowing Tranche of Loans under the Euro-Rate Option
through the purchase of deposits of the types and maturities corresponding to
the deposits used as a reference in accordance with the terms hereof in
determining the Euro-Rate applicable to such Loans, whether in fact that is the
case.”


 


(vii)                           New
Section 4.8 to the Credit Agreement:


 


24

















 


“4.8                           Taxes.


 


4.8.1                        No
Deductions.


 


All payments
made by Borrower hereunder and under each Note shall be made free and clear of
and without deduction for any present or future taxes, levies, imposts,
deductions, charges, or withholdings, and all liabilities with respect thereto,
excluding taxes imposed on the net income of any Bank and all income and
franchise taxes applicable to any Bank of the United States (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings, and liabilities
being hereinafter referred to as “Taxes”). If Borrower shall be required
by Law to deduct any Taxes from or in respect of any sum payable hereunder or
under any Note, (i) the sum payable shall be increased as may be necessary
so that after making all required deductions (including deductions applicable
to additional sums payable under this Section 4.8) each Bank receives an
amount equal to the sum it would have received had no such deductions been
made, (ii) Borrower shall make such deductions and (iii) Borrower
shall timely pay the full amount deducted to the relevant tax authority or
other authority in accordance with applicable Law.


 


4.8.2                        Stamp
Taxes.


 


In addition,
Borrower agrees to pay any present or future stamp or documentary taxes or any
other excise or property taxes, charges, or similar levies which arise from any
payment made hereunder or from the execution, delivery, or registration of, or
otherwise with respect to, this Agreement or any Note (hereinafter referred to
as “Other Taxes”).


 


4.8.3                        Indemnification
for Taxes Paid by a Bank.


 


Borrower shall
indemnify each Bank for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 4.8) paid by any Bank and any liability
(including penalties, interest, and expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted. This indemnification shall be made within 30 days from the date a
Bank makes written demand therefor.


 


4.8.4                        Certificate.


 


Within 30 days
after the date of any payment of any Taxes by Borrower, Borrower shall furnish
to each Bank, at its address referred to herein, the original or a certified
copy of a receipt evidencing payment thereof. If no Taxes are payable in
respect of any payment by Borrower, such Borrower shall, if so requested by a
Bank, provide a certificate of an officer of Borrower to that effect.


 


4.8.5                        Survival.


 


Without
prejudice to the survival of any other agreement of Borrower hereunder, the
agreements and obligations of Borrower contained in Sections 4.8.1 through
4.8.4 shall survive the payment in full of principal and interest hereunder and
under any instrument delivered hereunder.”


 


25

















 


(viii)                        New
Section 4.9 to the Credit Agreement


 


“4.9                           Judgment
Currency.


 


4.9.1                        Currency
Conversion Procedures for Judgments.


 


If for the purposes
of obtaining judgment in any court it is necessary to convert a sum due
hereunder or under a Note in any currency (the “Original Currency”) into
another currency (the “Other Currency”), the parties hereby agree, to the
fullest extent permitted by Law, that the rate of exchange used shall be that
at which in accordance with normal banking procedures each Bank could purchase
the Original Currency with the Other Currency after any premium and costs of
exchange on the Business Day preceding that on which final judgment is given.


 


4.9.2                        Indemnity
in Certain Events.


 


The obligation
of Borrower in respect of any sum due from Borrower to any Bank hereunder
shall, notwithstanding any judgment in an Other Currency, whether pursuant to a
judgment or otherwise, be discharged only to the extent that, on the Business
Day following receipt by any Bank of any sum adjudged to be so due in such
Other Currency, such Bank may in accordance with normal banking procedures
purchase the Original Currency with such Other Currency. If the amount of the
Original Currency so purchased is less than the sum originally due to such Bank
in the Original Currency, Borrower agrees, as a separate obligation and
notwithstanding any such judgment or payment, to indemnify such Bank against such
loss.”


 


(e)                                  Exhibit 1.1(P)(1) -
Pricing Grid to the Credit Agreement is hereby amended and restated to read as
set forth on Exhibit 1.1(P)(1) hereto.


 


(f)                                    Exhibit 1.1(S)(2) -
Form of Swing Loan Note is hereby amended and restated to read as set forth on
Exhibit 1.1(S)(2) hereto.


 


(g)                                 Schedule 1.1(B) -
Commitments of Banks to the Credit Agreement is hereby amended and restated to
read as set forth on Schedule 1.1(B) hereto.


 


2.                                       Effectiveness of Fourth Amendment. This Fourth Amendment shall be effective on the
date upon which each of the following conditions precedent has been satisfied.


 


(a)                                  Execution of this
Fourth Amendment.


 


This Fourth
Amendment shall have been executed by the Borrower, each of the Guarantors and
each of the Required Banks.


 


(b)                                 Fees and Expenses.


 


The Borrower
shall have paid to the Administrative Agent all fees and expenses due and
payable, including reasonable fees of the Administrative Agent’s counsel.


 


26

















 


3.                                       Miscellaneous.


 


(a)                                  All of the terms,
conditions, provisions and covenants in the Notes, the Credit Agreement, the
Loan Documents, and all other documents delivered to the Banks and the
Administrative Agent in connection with any of the foregoing documents and
obligations secured thereby shall remain unaltered and in full force and effect
except as modified by this Fourth Amendment and are hereby ratified and
confirmed.


 


(b)                                 This Fourth Amendment
shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.


 


(c)                                  The Borrower shall
reimburse the Administrative Agent for all expenses for which the
Administrative Agent is entitled to be reimbursed, including the fees of
counsel for the Administrative Agent in connection with this Fourth Amendment.


 


(d)                                 Each and every one of
the terms and provisions of this Fourth Amendment shall be binding upon and
shall inure to the benefit of the Borrower, the Banks and the Administrative
Agent and their respective successors and assigns.


 


(e)                                  This Fourth Amendment
may be executed in one or more counterparts, each of which shall be deemed to
be an original as against any party whose signature appears thereon, and all of
which shall constitute but one and the same instrument.


 


(f)                                    The execution and
delivery of this Fourth Amendment shall not be construed to establish a course
of conduct or imply that any other, future or further waivers, consents or
forbearance shall be considered, provided or agreed to.


 


(g)                                 The Borrower
represents and warrants that there exists no Event of Default or Potential
Default.


 


(h)                                 The Borrower
represents and warrants that all of the Persons required to be “Guarantors” are
in fact Guarantors, have become a party to the Guaranty and Suretyship
Agreement by executing and delivering to the Administrative Agent on behalf of
the Banks the guarantor joinder, and have executed this Fourth Amendment as of
the date hereof.


 


(i)                                     The Loan Parties
hereby represent and warrant to the Administrative Agent and the Banks that
after giving effect to this Fourth Amendment, (a) the representations and
warranties of the Loan Parties contained in the Credit Agreement and the other
Loan Documents are true and correct on and as of the date hereof with the same
force and effect as though made by the Loan Parties on such date, except to the
extent that any such representation or warranty expressly relates solely to a
previous date, and (b) the Loan Parties are in compliance with all terms,
conditions, provisions, and covenants contained in the Credit Agreement, as amended
hereby and the other Loan Documents. This Fourth Amendment has been duly
executed by an authorized officer of each Loan Party. The execution, delivery,
and performance of this Amendment have been duly authorized by all necessary
corporate action, require no governmental approval, and will neither
contravene, conflict with, nor result in the breach of any law, charter,
articles, or certificate of incorporation or organization, bylaws, operating
agreement or other agreement governing or binding upon any of the Loan Parties
or any of their property.


 


[REMAINDER OF THIS PAGE LEFT BLANK
INTENTIONALLY]


 


27

















 


[SIGNATURE
PAGE 1 OF 12 TO THE

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


IN WITNESS
WHEREOF, the parties hereto have caused this Fourth Amendment to be executed by
their respective officers thereunto duly authorized as of the day and year
first above written.


 


 


	
  ATTEST:

  	
  TRIUMPH GROUP, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John B.
  Wright

  	
   

  	
  By:

  	
  /s/ M. David
  Kornblatt

  	
  (SEAL)

  
	
  Name: John
  B. Wright II

  	
  Name: M.
  David Kornblatt

  	
   

  
	
  Title: Vice
  President, General Counsel, Secretary

  	
  Title: Sr.
  Vice President, CFO & Treasurer

  	
   

  
							



 

















 


[SIGNATURE
PAGE 2 OF 12 TO THE

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  individually and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian T.
  Vesey

  	
   

  
	
   

  	
  Name: Brian
  T. Vesey

  
	
   

  	
  Title: Vice
  President

  



 

















 


[SIGNATURE PAGE 3 OF 12 TO THE

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  BANK OF AMERICA, N.A., individually

  and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary K.
  Giermek

  	
   

  
	
   

  	
  Name: Mary
  K. Giermek

  
	
   

  	
  Title: Senior
  Vice President

  



 

















 


[SIGNATURE PAGE 4 OF 12 TO THE

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  CITIZENS BANK OF PENNSYLVANIA,

  individually and as Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carol
  Castle

  	
   

  
	
   

  	
  Name: Carol
  Castle

  
	
   

  	
  Title: Senior
  Vice President

  



 

















 


[SIGNATURE PAGE 5 OF 12 TO THE

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  MANUFACTURERS AND TRADERS

  TRUST COMPANY, individually and as

  Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tracey
  E. Sawyer - Calhoun

  	
   

  
	
   

  	
  Name: Tracey
  E. Sawyer - Calhoun

  
	
   

  	
  Title: Vice
  President

  



 

















 


[SIGNATURE PAGE 6 OF 12 TO THE

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  individually and as Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah
  R. Winkler

  	
   

  
	
   

  	
  Name: Deborah
  R. Winkler

  
	
   

  	
  Title: Vice
  President

  



 

















 


[SIGNATURE PAGE 7 OF 12 TO THE

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


[SIGNATURE PAGE 8 OF 12 TO THE

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  SOVEREIGN BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alfred
  J. Doody

  	
   

  
	
   

  	
  Name: Alfred
  J. Doody

  
	
   

  	
  Title: S.V.P.

  



 

















 


[SIGNATURE PAGE 9 OF 12 TO THE

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  BRANCH BANKING AND TRUST

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


[SIGNATURE PAGE 10 OF 12 TO THE

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  LASALLE BANK NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nick
  Lotz

  	
   

  
	
   

  	
  Name: Nick
  Lotz

  
	
   

  	
  Title: Vice
  President

  



 

















 


[SIGNATURE PAGE 11 OF 12 TO THE

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  ACCEPTED AND AGREED BY

  
	
   

  	
  GUARANTORS AS FOLLOWS:

  
	
   

  	
   

  
	
   

  	
  NU-TECH
  BRANDS, INC.

  
	
   

  	
  TRIUMPH
  BRANDS, INC.

  
	
   

  	
  TRIUMPH
  GROUP ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. David Kornblatt

  	
   

  
	
   

  	
  Name: M. David Kornblatt

  
	
   

  	
  Title: President and
  Treasurer of each of the above

  named companies

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CBA
  MARINE SAS

  
	
   

  	
  CONSTRUCTIONS
  BREVETEES D’ALFORTVILLE

  SAS

  
	
   

  	
  MGP
  HOLDINGS SAS

  
	
   

  	
  TRIUMPH
  LOGISTICS-UK, LIMITED (f/k/a Triumph

  Aftermarket Services (Europe) Limited)

  
	
   

  	
  TRIUMPH
  CONTROLS (EUROPE) SAS

  
	
   

  	
  TRIUMPH
  INTERIORS LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. David Kornblatt

  	
   

  
	
   

  	
  Name: M. David Kornblatt

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  TRIUMPH AFTERMARKET SERVICES

  INTERNATIONAL, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. David Kornblatt

  	
   

  
	
   

  	
  Name: M. David Kornblatt

  
	
   

  	
  Title: Director and Treasurer

  
						



 

















 


[SIGNATURE PAGE 12 OF 12 TO THE

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


	
   

  	
  GUARANTORS
  (cont.):

  
	
   

  	
   

  
	
   

  	
  TRIUMPH
  AEROSPACE SYSTEMS - NEWPORT NEWS, INC.

  
	
   

  	
  TRIUMPH
  ACCESSORY SERVICES - GRAND PRAIRIE, INC.

  
	
   

  	
  TRIUMPH
  FABRICATIONS - FORT WORTH, INC. (f/k/a Aerospace

  Technologies, Inc.)

  
	
   

  	
  CBA
  ACQUISITION, LLC

  
	
   

  	
  TRIUMPH
  FABRICATIONS - HOT SPRINGS, INC. (f/k/a Chem-Fab

  Corporation)

  
	
   

  	
  TRIUMPH
  PROCESSING, INC. (f/k/a DV Industries, Inc.)

  
	
   

  	
  TRIUMPH
  ACTUATION SYSTEMS - VALENCIA, INC. (f/k/a EFS

  Aerospace, Inc.)

  
	
   

  	
  TRIUMPH
  ACTUATION SYSTEMS, LLC (f/k/a Frisby Aerospace,

  LLC)

  
	
   

  	
  TRIUMPH
  ACTUATION SYSTEMS - CONNECTICUT, LLC (f/k/a

  HTD Aerospace, LLC)

  
	
   

  	
  HT
  PARTS, LLC

  
	
   

  	
  LAMAR
  ELECTRO-AIR CORPORATION

  
	
   

  	
  TRIUMPH
  AEROSPACE SYSTEMS - WICHITA, INC. (f/k/a Lee

  Aerospace, Inc.)

  
	
   

  	
  TRIUMPH
  STRUCTURES - KANSAS CITY, INC. (f/k/a Nu-Tech

  Industries, Inc.)

  
	
   

  	
  THE
  TRIUMPH GROUP OPERATIONS, INC.

  
	
   

  	
  TRIUMPH
  AEROSPACE SYSTEMS GROUP, INC.

  
	
   

  	
  TRIUMPH
  AFTERMARKET SERVICES GROUP, INC.

  
	
   

  	
  TRIUMPH
  AIRBORNE STRUCTURES, INC.
  (formerly Airborne

  Nacelle Services, Inc.)

  
	
   

  	
  TRIUMPH AVIATIONS, INC.

  
	
   

  	
  TRIUMPH
  FABRICATIONS - SAN DIEGO, INC. (f/k/a Triumph

  Components - San Diego, Inc.)

  
	
   

  	
  TRIUMPH
  COMPOSITE SYSTEMS, INC.

  
	
   

  	
  TRIUMPH
  CONTROLS, LLC (f/k/a Triumph Controls, Inc.)

  
	
   

  	
  TRIUMPH
  ENGINEERED SOLUTIONS, INC. (formerly Stolper-

  Fabralloy Company and Triumph Components - Arizona, Inc. and

  successor by merger to Advanced Materials Technologies, Inc. and

  Triumph Precision, Inc.)

  
	
   

  	
  TRIUMPH ENGINEERING
  SERVICES, INC.

  
	
   

  	
  TRIUMPH
  GEAR SYSTEMS, INC.

  
	
   

  	
  TRIUMPH
  GEAR SYSTEMS - MACOMB, INC. (formerly ACR

  Industries, Inc.)

  
	
   

  	
  TRIUMPH
  GROUP ACQUISITION HOLDINGS, INC.

  
	
   

  	
  TRIUMPH
  INSTRUMENTS, INC. (f/k/a Triumph/JDC Company)

  
	
   

  	
  TRIUMPH
  PRECISION CASTINGS CO.

  
	
   

  	
  TRIUMPH
  STRUCTURES - LOS ANGELES, INC. (formerly Hydro-

  Mill Co. and successor by merger to Ralee Engineering Co.)

  
	
   

  	
  TRIUMPH
  THERMAL SYSTEMS, INC.

  
	
   

  	
  TRIUMPH
  TURBINE SERVICES, INC.

  
	
   

  	
  TRIUMPH
  STRUCTURES - WICHITA, INC.

  
	
   

  	
  TRIUMPH
  INTERIORS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. David
  Kornblatt

  	
   

  
	
   

  	
  Name: M.
  David Kornblatt

  
	
   

  	
  Title: Vice
  President and Treasurer of each of the above

  named companies

  



 

















 


EXHIBIT
1.1(P)(1)


 


Pricing Grid(1)


 


	
   

  	
   

  	
  LEVEL I

  	
   

  	
  LEVEL II

  	
   

  	
  LEVEL III

  	
   

  	
  LEVEL IV

  	
   

  	
  LEVEL V

  	
   

  	
  LEVEL VI

  	
   

  
	
  Basis for

  Pricing

  	
   

  	
  If the Total

  Indebtedness

  to EBITDA

  Ratio is less

  than or equal

  to 2.00 to 1.

  	
   

  	
  If the Total

  Indebtedness

  to EBITDA

  Ratio is

  greater than

  2.00 to 1 but

  less than or

  equal to 2.50

  to 1.

  	
   

  	
  If the Total

  Indebtedness

  to EBITDA

  Ratio is

  greater than

  2.50 to 1 but

  less than or

  equal to 3.00

  to 1.

  	
   

  	
  If the Total

  Indebtedness

  to EBITDA

  Ratio is

  greater than

  3.00 to 1 but

  less than or

  equal to 3.50

  to 1.

  	
   

  	
  If the Total

  Indebtedness

  to EBITDA

  Ratio is

  greater than

  3.50 to 1 but

  less than or

  equal to

  4.00 to 1.

  	
   

  	
  If the

  Company’s

  Total

  Indebtedness

  to EBITDA

  ratio is

  greater than

  4.00 to 1.

  	
   

  
	
  Commitment Fee

  	
   

  	
  17.5

  	
   

  	
  20

  	
   

  	
  25

  	
   

  	
  30

  	
   

  	
  35

  	
   

  	
  40

  	
   

  
	
  Euro-Rate plus

  	
   

  	
  62.5

  	
   

  	
  87.5

  	
   

  	
  112.5

  	
   

  	
  137.5

  	
   

  	
  162.5

  	
   

  	
  200

  	
   

  
	
  Base Rate plus

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Letter of Credit Fee

  	
   

  	
  62.5

  	
   

  	
  87.5

  	
   

  	
  112.5

  	
   

  	
  137.5

  	
   

  	
  162.5

  	
   

  	
  200

  	
   

  



 






(1)                                 All
prices are expressed in basis points per annum; basis points in “Euro-Rate” and
“Base Rate” rows represent margins added to those rates in computing the
interest rate(s) payable on the Revolving Credit Loans. Pricing levels are
determined quarterly on the basis of the Total Indebtedness to EBITDA Ratio set
forth in the compliance certificates submitted under Section 7.3.3. which shall
be on a pro forma basis to take into account acquisitions made during such
quarter, as more specifically described in Section 7.2.6(ii) and the
requirements set forth in the definition of Consolidated Adjusted EBITDA. Changes
in pricing levels will become effective on the fifth Business Day following the
Administrative Agent’s receipt of a compliance certificate indicating a change
in the Total Indebtedness to EBITDA Ratio which requires a change in pricing
level, except that any changes in pricing levels relating to outstanding
Borrowing Tranches of Loans in an Optional Currency shall be effective upon the
expiration of the current Interest Period with respect to such Borrowing
Tranches.


 

















 


SCHEDULE
1.1(B)


 


	
  BANK NAME

  	
   

  	
  AMOUNT OF

  COMMITMENT

  FOR

  REVOLVING

  CREDIT LOANS

  	
   

  	
  PERCENTAGE

  	
   

  
	
  Address for Notices:

  PNC Bank, National Association

  1600 Market
  Street, 21st Floor

  Philadelphia,
  PA 19103

  Attention:
  Frank A. Pugliese

  Telephone
  No. (215)
  585-5961

  Telecopier No. (215) 585-6987

  Email: frank.pugliese@pncbank.com

   

  and

   

  Address
  of Lending Office:

  PNC Bank,
  National Association

  PNC
  Firstside Center, 4th Floor

  500 First
  Avenue

  Pittsburgh,
  PA 15219

  Attention:
  Lisa Pierce

  Telephone
  No. (412)
  762-6442

  Telecopier No. (412) 762-8672

  Email: lisa.pierce@pncbank.com

  	
   

  	
  $

  	
  64,000,000

  	
   

  	
  18.285714285

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address for Notices:

  Citizens Bank of Pennsylvania

  3025 Chemical Road, Suite 300

  Plymouth Meeting, PA 19462

  Attention: Carol Castle

  Telephone No.: (610) 941-8487

  Telecopier No.: (610) 941-4136

  Email: carol.p.castle@citizensbank.com

   

  Address
  of Lending Office:

  Citizens Bank of Pennsylvania

  3025 Chemical Road, Suite 300

  Plymouth Meeting, PA 19462

  Attention: Carol Castle

  Telephone No.: (610) 941-8487

  Telecopier No.: (610) 941-4136

  Email: carol.p.castle@citizensbank.com

  	
   

  	
  $

  	
  60,000,000

  	
   

  	
  17.142857143

  	
  %

  



 

















 


	
  BANK NAME

  	
   

  	
  AMOUNT OF

  COMMITMENT

  FOR

  REVOLVING

  CREDIT LOANS

  	
   

  	
  PERCENTAGE

  	
   

  
	
  Address for Notices:

  Bank of America, NA

  10 Light Street

  Baltimore, MD 21202

  Attention: Mary Giermek

  Telephone No.: (410) 605-8181

  Telecopier No. (410) 539-7508

  Email: mary.giermek@bankofamerica.com

   

  Address
  of Lending Office:

  Bank of America, NA

  10 Light Street

  Baltimore, MD 21202

  Attention: Mary Giermek

  Telephone No.: (410) 605-8181

  Telecopier No. (410) 539-7508

  Email: mary.giermek@bankofamerica.com

  	
   

  	
  $

  	
  60,000,000

  	
   

  	
  17.142857143

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address for Notices:

  Manufacturers and Traders Trust Company

  2055 South Queen Street

  York, PA 17406

  Attention: Tracey Sawyer-Calhoun

  Telephone No.: (717) 771-4927

  Telecopier No.: (717) 771-4914

  Email: tsawyercalhoun@mandtbank.com

   

  Address
  of Lending Office:

  Manufacturers and Traders Trust Company

  2055 South Queen Street

  York, PA 17406

  Attention: Tracey Sawyer-Calhoun

  Telephone No.: (717) 771-4927

  Telecopier No.: (717) 771-4914

  Email: tsawyercalhoun@mandtbank.com

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  10.00000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address for Notices:

  National City Bank

  One South Board Street

  Philadelphia, PA 19107

  Attention: Susan Callahan

  	
   

  	
  $

  	
  26,000,000

  	
   

  	
  7.428571429

  	
  %

  



 

















 


	
  BANK NAME

  	
   

  	
  AMOUNT OF

  COMMITMENT

  FOR

  REVOLVING

  CREDIT LOANS

  	
   

  	
  PERCENTAGE

  	
   

  
	
  Telephone No.: (267) 256-4040

  Telecopier No.: (267) 256-4001

  Email: susan.callahan@nationalcity.com

   

  Address
  of Lending Office:

  National City Bank

  One South Board Street

  Philadelphia, PA 19107

  Attention: Susan Callahan

  Telephone No.: (267) 256-4040

  Telecopier No.: (267) 256-4001

  Email: susan.callahan@nationalcity.com

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address for Notices:

  JPMorgan Chase Bank, N.A.

  277 Park Avenue, Floor 16

  New York, NY 10017

  Attention: Lee Brennan

  Telephone No.: (212) 622-3623

  Email: lee.brennan@jpmorgan.com

   

  Address
  of Lending Office:

  JPMorgan Chase Bank, N.A.

  277 Park Avenue, Floor 16

  New York, NY 10017

  Attention: Lee Brennan

  Telephone No.: (212) 622-3623

  Email: lee.brennan@jpmorgan.com

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  10.00000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address of Notices:

  Sovereign Bank

  2191 West Union Boulevard, 2nd Floor

  Bethlehem, PA 18018

  Attention: Kim Tavares

  Telephone No.: (610) 317-8693

  Telecopier No.: (610) 526-6214

  Email: ktavares@sovereignbank.com

   

  Address
  of Lending Office:

  Sovereign Bank

  2191 West Union Boulevard, 2nd Floor

  Bethlehem, PA 18018

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  7.142857143

  	
  %

  



 

















 


	
  BANK NAME

  	
   

  	
  AMOUNT OF

  COMMITMENT

  FOR

  REVOLVING

  CREDIT LOANS

  	
   

  	
  PERCENTAGE

  	
   

  
	
  Attention: Kim Tavares

  Telephone No.: (610) 317-8693

  Telecopier No.: (610) 526-6214

  Email: ktavares@sovereignbank.com

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address of Notices:

  Branch Banking and Trust Company

  200 West Second Street

  Winston Salem, NC 27101

  Attention: Robert Bass

  Telephone No.: (336) 733-2734

  Telecopier No.: (336) 733-2740

  Email: rbass@bbandt.com

   

  Address
  of Lending Office:

  Branch Banking and Trust Company

  200 West Second Street

  Winston Salem, NC 27101

  Attention: Robert Bass

  Telephone No.: (336) 733-2734

  Telecopier No.: (336) 733-2740

  Email: rbass@bbandt.com

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  5.714285714

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address of Notices:

  LaSalle Bank National Association

  150 North Radnor Chester Road, Suite A220

  Radnor, PA 19087

  Attention: Nick Lotz

  Telephone No.: (484) 254-7120

  Telecopier No.: (484) 254-7150

  Email: nick.lotz@abnamro.com

   

  Address
  of Lending Office:

  LaSalle Bank National Association

  150 North Radnor Chester Road, Suite A220

  Radnor, PA 19087

  Attention: Nick Lotz

  Telephone No.: (484) 254-7120

  Telecopier No.: (484) 254-7150

  Email: nick.lotz@abnamro.com

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  7.142857143

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  350,000,000

  	
   

  	
  100.00000

  	
  %