Exhibit 10.1


 


FIFTH AMENDMENT TO CREDIT
AGREEMENT


 


This FIFTH
AMENDMENT TO CREDIT AGREEMENT (“Amendment”) dated November 3, 2004 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, in its capacity as documentation agent for the Banks
under such agreement (herein referred to in such capacity as the “Documentation
Agent”), and FLEET NATIONAL BANK in its capacity as co-agent for the Banks
under such agreement (hereinafter referred to in such capacity as the “Co-Agent”
and PNC BANK, NATIONAL ASSOCIATION; CITIZENS BANK; BANK OF AMERICA, N.A.;
MANUFACTURERS AND TRADERS TRUST COMPANY; NATIONAL CITY BANK; FLEET NATIONAL
BANK; DEUTSCHE BANK TRUST COMPANY AMERICAS; KEYBANK NATIONAL ASSOCIATION and
FARMERS FIRST BANK as the Banks; and PNC CAPITAL MARKETS, INC. and BANK OF
AMERICA SECURITIES, INC.  as Lead
Arrangers.


 


Reference is made
to the Amended and Restated Credit Agreement dated October 16, 2000 by and
among the Borrower, the Banks, the Administrative Agent, the Syndication Agent,
the Documentation Agent and the Co-Agent, as amended pursuant to a First
Amendment to Loan Documents dated February 12, 2002, a Second Amendment to
Loan Documents dated November 21, 2002, a Third Amendment to Loan
Documents dated November 21, 2002 (with an effective date of December 2,
2002), and a Fourth Amendment to Credit Agreement dated April 21, 2004 (as
so amended, the “Agreement”). 
(Capitalized terms used herein not otherwise defined shall have the
meanings provided for in the Agreement.)


 


The Borrower
intends to sell certain assets of Triumph Engineered Solutions, Inc. pursuant
to Section 7.2.7(v) of the Credit Agreement and wind down operations of
certain other Subsidiaries.


 


The Borrower, the
Banks and the Agents have agreed that the 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 Agreement.


 


(a)                                  Definitions (Section 1.1).


 


The following defined term contained in Section 1.1
is hereby amended and restated to read as set forth below:


 





















 


“Consolidated
EBITDA shall mean for any period of determination,
Consolidated Net Income (before extraordinary items) for such period plus (i) the amount of income tax expense, interest
expense, depreciation and amortization expense deducted from earnings in
determining such Consolidated Net Income, (ii) for any period of determination
that includes the quarter ending December 31, 2003 (including the
computation made in connection with the acquisition of Rolls Royce Gear
Systems, Inc.) nonrecurring non-cash charges resulting from the evaluation by
the Borrower and certain of its Subsidiaries of current and future
opportunities with the industrial gas turbine industry incurred in such quarter
ending December 31, 2003 and deducted from earnings in determining such
Consolidated Net Income to the extent that the amount of such charges do not
exceed $8,000,000, (iii) the Permitted Non-Recurring Expense Adjustment (if
such period of determination includes the fiscal quarter ending March 31,
2004, June 30, 2004, September 30, 2004 or December 31, 2004),
(iv) nonrecurring non-cash charges resulting from the sale of TriWestern Metals
Company to the extent that the amount of such charges do not exceed $10,000,000
and to the extent such charges are taken on or prior to December 31, 2006,
(v) nonrecurring charges resulting from the shutdown or divestiture of the
operations of Triumph Engineered Solutions, Inc., Triumph Turbine Services,
Inc. and Triumph Air Repair (Europe) Limited to the extent that (a) the
aggregate amount of such charges (both cash and noncash) do not exceed
$6,000,000 and (b) the cash charges of such amount do not exceed $3,000,000,
and, in each case, to the extent such charges are taken on or prior to March 31,
2005.”


 


The last sentence contained in the definition of “Security
Event” (which currently reads: “A Security Event under clause (2) above shall
be deemed to exist for purposes of such clause (2) until the “Security Event”
terminates under the Senior Note documents.”) is hereby amended and restated to
read as follows:


 


“A Security Event under clause (2) above shall be deemed to continue to
exist for purposes of such clause (2) until waived in writing by all of the
Banks, whether or not the “Security Event” (as defined in the Note Purchase
Agreement) has been waived by any holders of the Senior Notes or otherwise has
terminated under the Senior Note documents; provided that a Security Event
under such clause (2) above shall be deemed to terminate hereunder (automatically
and without the requirement of a waiver thereof by the Banks) if such “Security
Event” terminates under the second paragraph of the definition of “Security
Event” under the Note Purchase Agreement (which provides in part that a “Security
Event” thereunder shall terminate at such time as the Leverage Ratio (as
defined thereunder) “shall have been less than 3.00 to 1.00 at all times for a
period of two full consecutive fiscal quarters of the Company” and at such time
as the other conditions are met as set forth in clauses (w) through (z)
thereof) without giving effect to any waivers under, or amendments to, the Note
Purchase Agreement arising after the effective date of the Fifth Amendment to
this Agreement (unless such waiver or amendment shall have been approved by all
of the Banks).


 


(b)                                 Incorporation by Reference of
Covenants in the Note Purchase Agreements (New Section 7.2.22).


 


2





















 


A new Section 7.2.22 is hereby added to the
Credit Agreement to follow immediately after Section 7.21 and to read as
follows:


 


“7.2.22            Incorporation by Reference
of Covenants in the Note Purchase Agreements (New Section 7.2.22).


 


(a)                                  Incorporation
by Reference


 


Reference is made
to the Note Purchase Agreements, each dated as of November 21, 2002
pursuant to which the Senior Notes were issued, as previously amended by
Amendment No. 1 to Note Purchase Agreement dated as of April 21, 2004 and
Amendment No. 2 to Note Purchase Agreement dated as of October 28, 2004
and as hereafter amended (the “Note Purchase Agreements”).  The text of the following sections listed in
the grid below contained in the Note Purchase Agreement is hereby incorporated
by reference in this Section 7.2.22 of this Agreement.  All capitalized terms used directly or
indirectly in the Incorporated Covenants and defined in the Note Purchase
Agreement are hereby incorporated by reference in this Agreement for the sole
purpose of this Section 7.2.22 for the purpose of giving the same meaning
to the Incorporated Covenants herein as are given to such Incorporated
Covenants in the Note Purchase Agreements (the text of the three sections
listed in the grid below, together with all such capitalized terms and other
terms that bear on the meaning of such text, shall be referred to collectively
as the “Incorporated Covenants”).  The
Incorporated Covenants shall cease to be incorporated into Section 7.2.22
of this Agreement upon the Borrower providing appropriate evidence to the
Administrative Agent that the Senior Notes have been indefeasibly paid in full
and each of the Senior Notes and the Note Purchase Agreement has been
terminated.


 


	
  Section (of the Note Purchase

  Agreements)

  	
   

  	
  Title

  
	
  10.5

  	
   

  	
  Fixed Charges Coverages Ratio

  
	
  10.6

  	
   

  	
  Leverage Ratio

  
	
  10.11

  	
   

  	
  Minimum EBITDA

  



 


(b)                                 Waivers
of, or Amendments to, Incorporated Covenants.


 


In the event of
any waiver of any Incorporated Covenant by the parties to the Note Purchase
Agreement after the effective date of the Fifth Amendment to this Agreement
(the “Fifth Amendment Effective Date”) hereof, such waiver shall not be
effective as a waiver of such Incorporated Covenant hereunder.  In the event of any amendment, modification
or other change to any Incorporated Covenant in Note Purchase Agreement
(including any amendment, modification or change that has a direct or an
indirect effect of changing an Incorporated Covenant) (collectively a “Note
Purchase Agreement Amendment”):


 


3





















 


(1)                                  the
Borrower shall deliver written notice of such Note Purchase Agreement Amendment
to the Administrative Agent and the Banks within three (3) Business Days after
the effective date thereof,


 


(2)                                  such
Note Purchase Agreement Amendment shall not be effective hereunder and shall
not apply to the provisions incorporated by reference herein unless the
Administrative Agent or the Required Banks shall in their sole discretion elect
to incorporate by reference the changes made by the Note Purchase Agreement
Amendment into this Section 7.2.22 of this Agreement by written notice to
the Borrower.


 


(c)                                  Reporting
of Compliance Under the Incorporated Covenants.


 


The Borrower shall
deliver to the Administrative Agent and the Banks, simultaneously with its
delivery to the holders of the Notes or other persons under the Note Purchase
Agreement, copies of each certificate of a Senior Financial Officer delivered
to such holder pursuant to 7.2 of the Note Purchase Agreement and any other
notices delivered to any holder of a Note evidencing or addressing compliance
(or failures of compliance) by the Borrower with the Incorporated Covenants.


 


(c)                                  Release of Collateral or
Guarantor (Section 10.1.4).


 


Section 10.1.4 is hereby amended and restated in
its entirety to read as follows:


 


“10.1.4                                                            Release
of Collateral or Guarantor.


 


Except for sales of assets permitted by Section 7.2.7 [Disposition
of Assets or Subsidiaries], release any Guarantor from its Obligations under
the Guaranty and Suretyship Agreement and (i) if no Security Event exists or is
continuing, release all or substantially all of the assets of the Borrower or
any Guarantor or (ii) if a Security Event exists and is continuing, release any
Collateral consisting of capital stock or other ownership interests of the
Borrower or any Guarantor, or Subsidiary of the Borrower or Guarantor, or
assets of the Borrower or any Guarantor which are Collateral, or release any
other assets which are not Collateral if such assets consist of all or
substantially all of the assets of the Borrower or any Guarantor.  Notwithstanding the foregoing, (i) the Banks
hereby authorize the Administrative Agent to release its Liens on any
Collateral sold pursuant to a sale that is permitted by Section 7.2.7 and
to the extent such sale includes all of the stock of a Guarantor, the
Administrative Agent is authorized to release the Guarantor from its Guaranty
and Suretyship Agreement and other applicable Loan Documents and (ii) the
parties acknowledge that any assets sold pursuant to Section 7.2.7 are
sold free and clear of, and the purchaser thereof does not assume any
obligations of the seller to the Administrative Agent and the Banks under the
Credit Agreement and the Notes and the Administrative Agent is hereby
authorized to execute and deliver appropriate documents or instruments
evidencing or confirming the foregoing.


 


4





















 


2.                                       Effectiveness
of Amendment.


 


(a)     Execution of this Amendment.


 


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


 


(b)    Amendments to Senior Notes.


 


The Borrower shall have delivered to the
Administrative Agent true and correct copies of the amendments to the Senior
Notes and related documents made on or before the date hereof.  Such amendments shall be acceptable to the
Administrative Agent.


 


(c)     Payment of Fees.


 


The Borrower shall have paid or caused
to be paid to the Administrative Agent for the account of each of the Banks (i)
a fee equal to .05% of the Commitment and (ii) expenses for which the
Administrative Agent and the Banks are entitled to be reimbursed.


 


3.                                       Miscellaneous.


 


(a)     All of the terms, conditions, provisions and covenants in
the Notes, the 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 Amendment and are hereby
ratified and confirmed.


 


(b)    This 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 Amendment.


 


(d)    Each and every one of the terms and provisions of this
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 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 waiver 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.


 


5





















 


[SIGNATURE
PAGE 1 OF 15 TO THE

FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


IN WITNESS WHEREOF,
the parties hereto have caused this 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, II

  	
   

  	
  By:

  	
  /s/ John R. Bartholdson

  	
  (SEAL)

  
	
  Name:

  	
  John B. Wright, II

  	
   

  	
  Name:

  	
  John R. Bartholdson

  
	
  Title: 

  	
  Vice President, General Counsel and Secretary

  	
   

  	
  Title:

  	
  Senior Vice President, Chief Financial

  
	
   

  	
  Officer
  and Treasurer

  
									



 


6





















 


[SIGNATURE
PAGE 2 OF 15 TO THE

FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  individually and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank A. Pugliese

  	
   

  
	
   

  	
  Name:

  	
  Frank A. Pugliese

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


 


7





















 


[SIGNATURE PAGE 3 OF 15 TO THE

FIFTH AMENDMENT TO 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FLEET NATIONAL BANK,
  a Bank of

  America Company, Assignor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary K. Giermek

  	
   

  
	
   

  	
  Name:

  	
  Mary K. Giermek

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
								



 


8





















 


[SIGNATURE PAGE 4 OF 15 TO THE

FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
   

  	
  CITIZENS BANK,
  individually and as

  
	
   

  	
  Documentation Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Timothy A. Merriman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy A. Merriman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
							



 


9





















 


[SIGNATURE
PAGE 5 OF 15 TO THE

FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  MANUFACTURERS AND TRADERS

  
	
   

  	
  TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua C. Becker

  	
   

  
	
   

  	
  Name:

  	
  Joshua C. Becker

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  
							



 


10





















 


[SIGNATURE
PAGE 6 OF 15 TO THE

FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. McDonnell

  	
   

  
	
   

  	
  Name:

  	
  Thomas J. McDonnell

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
						



 


 


11





















 


[SIGNATURE
PAGE 7 OF 15 TO THE

FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  FARMERS FIRST BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence M. Roskos

  	
   

  
	
   

  	
  Name:

  	
  Lawrence M. Roskos

  	
   

  
	
   

  	
  Title:

  	
  Asst. Vice President

  	
   

  
							



 


12





















 


[SIGNATURE
PAGE 8 OF 15 TO THE

FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  
	
   

  	
  AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marguerite Sutton

  	
   

  
	
   

  	
  Name:

  	
  Marguerite Sutton

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


13





















 


[SIGNATURE
PAGE 9 OF 15 TO THE

FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald Gale

  	
   

  
	
   

  	
  Name:

  	
  Ronald Gale

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
						



 


14





















 


[SIGNATURE
PAGE 10 OF 15 TO THE

FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  ACCEPTED AND AGREED BY

  
	
   

  	
  GUARANTORS AS FOLLOWS:

  
	
   

  	
   

  	
   

  
	
   

  	
  ACR INDUSTRIES, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John R. Bartholdson

  	
  SEAL)

  
	
   

  	
  Name:

  	
  John R. Bartholdson

  	
   

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AEROSPACE TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name:

  	
  John R. Bartholdson

  	
   

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRIUMPH AIRBORNE STRUCTURES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name:

  	
  John R. Bartholdson

  	
   

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CBA ACQUISITION, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name:

  	
  John R. Bartholdson

  	
   

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CBA MARINE SAS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name:

  	
  John R. Bartholdson

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
																



 


15





















[SIGNATURE
PAGE 11 OF 15 TO THE

FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  CHEM-FAB CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CONSTRUCTIONS BREVETEES

  D’ALFORTVILLE SAS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DV INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EFS AEROSPACE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FRISBY AEROSPACE, LLC

  
	
   

  	
  (formerly Frisby Aerospace, Inc.)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
							



 


16





















 


[SIGNATURE
PAGE 12 OF 15 TO THE

FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  HTD AEROSPACE, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John
  R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HYDRO-MILL CO.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Bartholdson

  	
   

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LEE AEROSPACE, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MGP HOLDINGS SAS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NU-TECH BRANDS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
   

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NU-TECH INDUSTRIES, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  John R. Bartholdson

  	
   

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
						



 


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FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  RALEE ENGINEERING CO.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
   (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  
	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE TRIUMPH GROUP OPERATIONS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson 

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  
	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE TRIUMPH GROUP OPERATIONS

  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  
	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRIUMPH AIR REPAIR (EUROPE) LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  
	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRIUMPH BRANDS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
   (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  
	
   

  	
  Title: President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRIUMPH COMPONENTS - SAN DIEGO, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John R.
  Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  
	
   

  	
  Title: Vice President and Treasurer

  
								



 


18





















 


[SIGNATURE
PAGE 14 OF 15 TO THE

FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  TRIUMPH COMPOSITE SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRIUMPH CONTROLS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRIUMPH CONTROLS (EUROPE) SAS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson 

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRIUMPH GEAR SYSTEMS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRIUMPH GROUP ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: President and Treasurer

  	
   

  
									



 


19





















 


[SIGNATURE
PAGE 15 OF 15 TO THE

FIFTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  TRIUMPH GROUP ACQUISITION HOLDINGS,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRIUMPH/JDC COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRIUMPH PRECISION CASTINGS CO.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRIUMPH THERMAL SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John
  R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRIUMPH TURBINE SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Bartholdson

  	
  (SEAL)

  
	
   

  	
  Name: John R. Bartholdson

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  
						



 


20