Exhibit 10.1


 


$485,000,000 REVOLVING CREDIT FACILITY


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


by and among


 


TRIUMPH GROUP, INC.,


 


and


 


THE OTHER BORROWERS PARTY HERETO


 


and


 


THE GUARANTORS PARTY HERETO


 


and


 


THE BANKS PARTY HERETO


 


and


 


PNC BANK, NATIONAL ASSOCIATION


 


as Administrative Agent


 


PNC CAPITAL MARKETS LLC, as Lead Arranger


 


CITIZENS BANK OF PENNSYLVANIA, as Documentation Agent


 


BANK OF AMERICA, N.A., as
Syndication Agent


 


JPMORGAN CHASE BANK, N.A.,
SOVEREIGN BANK,

BRANCH BANKING & TRUST COMPANY AND

MANUFACTURERS AND TRADERS TRUST COMPANY, as Managing Agents


 


Dated as of August 14,
2009


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  CERTAIN
  DEFINITIONS

  	
  1

  
	
   

  	
  1.1

  	
  Certain Definitions

  	
  1

  
	
   

  	
  1.2

  	
  Construction

  	
  23

  
	
   

  	
  1.3

  	
  Accounting Principles

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  REVOLVING
  CREDIT FACILITY

  	
  24

  
	
   

  	
  2.1

  	
  Revolving Credit
  Commitments

  	
  24

  
	
   

  	
  2.2

  	
  Nature of Banks’
  Obligations with Respect to Revolving Credit Loans

  	
  25

  
	
   

  	
  2.3

  	
  Commitment Fees

  	
  25

  
	
   

  	
  2.4

  	
  Revolving Credit Loan
  Requests

  	
  26

  
	
   

  	
  2.5

  	
  Making Revolving Credit
  Loans

  	
  27

  
	
   

  	
  2.6

  	
  Revolving Credit Notes

  	
  27

  
	
   

  	
  2.7

  	
  Use of Proceeds

  	
  27

  
	
   

  	
  2.8

  	
  Letter of Credit
  Subfacility

  	
  27

  
	
   

  	
  2.9

  	
  Swing Loans

  	
  34

  
	
   

  	
  2.10

  	
  Utilization of
  Commitments in Optional Currencies

  	
  37

  
	
   

  	
  2.11

  	
  Currency Repayments

  	
  40

  
	
   

  	
  2.12

  	
  Optional Currency
  Amounts

  	
  40

  
	
   

  	
  2.13

  	
  Provisions Relating to
  Fronting of Optional Currency Loans

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  INTEREST
  RATES

  	
  45

  
	
   

  	
  3.1

  	
  Interest Rate Options

  	
  45

  
	
   

  	
  3.2

  	
  Interest Periods

  	
  46

  
	
   

  	
  3.3

  	
  Interest After Default

  	
  46

  
	
   

  	
  3.4

  	
  Euro-Rate
  Unascertainable

  	
  47

  
	
   

  	
  3.5

  	
  Selection of Interest
  Rate Options

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  PAYMENTS

  	
  48

  
	
   

  	
  4.1

  	
  Payments

  	
  48

  
	
   

  	
  4.2

  	
  Pro Rata Treatment of
  Banks

  	
  49

  
	
   

  	
  4.3

  	
  Interest Payment Dates

  	
  49

  
	
   

  	
  4.4

  	
  Voluntary Prepayments
  and Commitment Reductions

  	
  50

  
	
   

  	
  4.5

  	
  Additional Compensation
  in Certain Circumstances

  	
  52

  
	
   

  	
  4.6

  	
  Mandatory Prepayments

  	
  54

  
	
   

  	
  4.7

  	
  Interbank Market
  Presumption

  	
  54

  
	
   

  	
  4.8

  	
  Taxes

  	
  55

  
	
   

  	
  4.9

  	
  Judgment Currency

  	
  56

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  56

  
	
   

  	
  5.1

  	
  Representations and
  Warranties

  	
  56

  



 


i

















 


	
  EXCEPT
  AS SET FORTH ON SCHEDULE 5.1.20:

  	
  61

  
	
   

  	
   

  
	
  EXCEPT AS DISCLOSED ON THE ANNUAL REPORT (WHICH DISCLOSED
  ITEMS WILL NOT LIKELY RESULT IN A MATERIAL ADVERSE CHANGE):

  	
  62

  
	
   

  	
  5.2

  	
  Updates to Schedules

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  CONDITIONS
  OF LENDING

  	
  66

  
	
   

  	
  6.1

  	
  First Loans

  	
  66

  
	
   

  	
  6.2

  	
  Each Additional Loan

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  COVENANTS

  	
  68

  
	
   

  	
  7.1

  	
  Affirmative Covenants

  	
  68

  
	
   

  	
  7.2

  	
  Negative Covenants

  	
  72

  
	
   

  	
  7.3

  	
  Reporting Requirements

  	
  80

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  DEFAULT

  	
  85

  
	
   

  	
  8.1

  	
  Events of Default

  	
  85

  
	
   

  	
  8.2

  	
  Consequences of Event
  of Default

  	
  88

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  THE
  AGENT

  	
  91

  
	
   

  	
  9.1

  	
  Appointment

  	
  91

  
	
   

  	
  9.2

  	
  Delegation of Duties

  	
  91

  
	
   

  	
  9.3

  	
  Nature of Duties;
  Independent Credit Investigation

  	
  91

  
	
   

  	
  9.4

  	
  Actions in Discretion
  of Administrative Agent; Instructions from the Banks

  	
  92

  
	
   

  	
  9.5

  	
  Reimbursement and
  Indemnification of Administrative Agent by the Borrowers

  	
  92

  
	
   

  	
  9.6

  	
  Exculpatory Provisions

  	
  93

  
	
   

  	
  9.7

  	
  Reimbursement and
  Indemnification of Administrative Agent by Banks

  	
  93

  
	
   

  	
  9.8

  	
  Reliance by
  Administrative Agent

  	
  94

  
	
   

  	
  9.9

  	
  Notice of Default

  	
  94

  
	
   

  	
  9.10

  	
  Notices

  	
  94

  
	
   

  	
  9.11

  	
  Banks in Their
  Individual Capacities

  	
  94

  
	
   

  	
  9.12

  	
  Holders of Notes

  	
  94

  
	
   

  	
  9.13

  	
  Equalization of Banks

  	
  95

  
	
   

  	
  9.14

  	
  Successor Administrative
  Agent

  	
  95

  
	
   

  	
  9.15

  	
  Administrative Agent’s
  Fee

  	
  95

  
	
   

  	
  9.16

  	
  Availability of Funds

  	
  96

  
	
   

  	
  9.17

  	
  Calculations

  	
  96

  
	
   

  	
  9.18

  	
  No Reliance on Agent’s
  Customer Identification Program

  	
  96

  
	
   

  	
  9.19

  	
  Beneficiaries

  	
  96

  



 


ii

















 


	
  10.

  	
  MISCELLANEOUS

  	
  97

  
	
   

  	
  10.1

  	
  Modifications,
  Amendments or Waivers

  	
  97

  
	
   

  	
  10.2

  	
  No Implied Waivers;
  Cumulative Remedies; Writing Required

  	
  98

  
	
   

  	
  10.3

  	
  Reimbursement and
  Indemnification of Banks by the Borrowers; Taxes

  	
  98

  
	
   

  	
  10.4

  	
  Holidays

  	
  99

  
	
   

  	
  10.5

  	
  Funding by Branch,
  Subsidiary or Affiliate

  	
  99

  
	
   

  	
  10.6

  	
  Notices

  	
  100

  
	
   

  	
  10.7

  	
  Severability

  	
  101

  
	
   

  	
  10.8

  	
  Governing Law

  	
  101

  
	
   

  	
  10.9

  	
  Prior Understanding

  	
  101

  
	
   

  	
  10.10

  	
  Duration; Survival

  	
  102

  
	
   

  	
  10.11

  	
  Successors and Assigns

  	
  102

  
	
   

  	
  10.12

  	
  Confidentiality

  	
  103

  
	
   

  	
  10.13

  	
  Counterparts

  	
  104

  
	
   

  	
  10.14

  	
  Administrative Agent’s
  or Bank’s Consent

  	
  104

  
	
   

  	
  10.15

  	
  Exceptions

  	
  104

  
	
   

  	
  10.16

  	
  Consent to Forum;
  Waiver of Jury Trial

  	
  104

  
	
   

  	
  10.17

  	
  Certifications From
  Banks and Participants

  	
  105

  
	
   

  	
  10.18

  	
  Public Filings

  	
  106

  
	
   

  	
  10.19

  	
  Agent
  Titles

  	
  106

  
	
   

  	
  10.20

  	
  Joinder
  of Borrowers and Guarantors

  	
  106

  
	
   

  	
  10.21

  	
  USA
  Patriot Act

  	
  107

  



 


iii

















 


LIST OF
SCHEDULES AND EXHIBITS


 


SCHEDULES


 


	
  SCHEDULE
  1.1(B)

  	
  -

  	
  COMMITMENTS
  OF BANKS

  
	
  SCHEDULE 1.1(P)

  	
  -

  	
  PERMITTED LIENS

  
	
  SCHEDULE 2.13.1

  	
  -

  	
  NON-FRONTING BANKS AS OF
  CLOSING DATE

  
	
  SCHEDULE 5.1.1

  	
  -

  	
  QUALIFICATIONS TO DO
  BUSINESS

  
	
  SCHEDULE 5.1.2

  	
  -

  	
  CAPITALIZATION

  
	
  SCHEDULE 5.1.3

  	
  -

  	
  SUBSIDIARIES

  
	
  SCHEDULE 5.1.7

  	
  -

  	
  LITIGATION

  
	
  SCHEDULE 5.1.8

  	
  -

  	
  TITLE TO PROPERTY

  
	
  SCHEDULE 5.1.13

  	
  -

  	
  CONSENTS AND APPROVALS

  
	
  SCHEDULE 5.1.20

  	
  -

  	
  EMPLOYEE BENEFIT PLAN
  DISCLOSURES

  
	
  SCHEDULE 5.1.21

  	
  -

  	
  EMPLOYMENT MATTERS

  
	
  SCHEDULE 5.1.25

  	
  -

  	
  PERFECTION ACTIONS

  
	
  SCHEDULE 5.1.26

  	
  -

  	
  PARTNERSHIP AGREEMENTS
  AND LIMITED LIABILITY COMPANY AGREEMENTS

  
	
  SCHEDULE 7.2.7

  	
  -

  	
  RECEIVABLES SALES

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 1.1(A)

  	
  -

  	
  ASSIGNMENT AND
  ASSUMPTION AGREEMENT

  
	
  EXHIBIT 1.1(B)

  	
  -

  	
  BANK JOINDER

  
	
  EXHIBIT
  1.1(G)

  	
  -

  	
  GUARANTY
  AND SURETYSHIP AGREEMENT

  
	
  EXHIBIT 1.1(I)

  	
  -

  	
  INTERCOMPANY
  SUBORDINATION AGREEMENT

  
	
  EXHIBIT 1.1(P)(1)

  	
  -

  	
  PRICING GRID

  
	
  EXHIBIT 1.1(P)(2)

  	
  -

  	
  PLEDGE AGREEMENT

  
	
  EXHIBIT 1.1(R)

  	
  -

  	
  REVOLVING CREDIT NOTE

  
	
  EXHIBIT 1.1(S)(2)

  	
  -

  	
  SWING LOAN NOTE

  
	
  EXHIBIT 2.4

  	
  -

  	
  LOAN REQUEST

  
	
  EXHIBIT
  2.9.2

  	
  -

  	
  SWING
  LOAN REQUEST

  
	
  EXHIBIT 7.3.3

  	
  -

  	
  COMPLIANCE CERTIFICATE

  
	
  EXHIBIT 10.20(A)

  	
  -

  	
  FORM OF BORROWER
  JOINDER

  
	
  EXHIBIT 10.20(B)

  	
  -

  	
  FORM OF GUARANTOR
  JOINDER

  



 


iv

















 


AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS AMENDED AND
RESTATED CREDIT AGREEMENT is dated as of August 14, 2009, and is made by
and among TRIUMPH GROUP, INC., a Delaware corporation (“TGI”), the other
BORROWERS (as hereinafter defined), the GUARANTORS (as hereinafter defined),
the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its
capacity as Administrative Agent for the Banks under this Agreement
(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
this 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 this Agreement (herein referred to in such capacity
as the “Documentation Agent”), and JPMORGAN CHASE BANK, N.A.,
SOVEREIGN BANK, BRANCH BANKING & TRUST COMPANY AND MANUFACTURERS AND
TRADERS TRUST COMPANY,
in their capacity as managing agents for the Banks under this Agreement (each
hereinafter individually referred to in such capacity as the “Managing Agent”
and collectively referred to in such capacity as the “Managing Agents”).


 


WITNESSETH:


 


WHEREAS, certain
of the Banks currently provide a revolving credit facility for TGI pursuant to
an Amended and Restated Credit Agreement dated as of July 27, 2005, as
amended (the “2005 Credit Agreement”); and


 


WHEREAS, the
parties hereto are amending and restating the 2005 Credit Agreement on the
terms and conditions set forth below;


 


NOW, THEREFORE,
the parties hereto, in consideration of their mutual covenants and agreements
hereinafter set forth and intending to be legally bound hereby, covenant and
agree that the 2005 Credit Agreement is amended and restated in its entirety as
follows:


 


1.             CERTAIN DEFINITIONS


 


1.1                                 Certain Definitions.


 


In addition to
words and terms defined elsewhere in this Agreement, the following words and
terms shall have the following meanings, respectively, unless the context
hereof clearly requires otherwise:


 


Additional Bank shall have the meaning assigned to that
term in Section 10.11 [Successors and Assigns].


 


Administrative
Agent shall mean
PNC Bank, National Association, and its successors and assigns, as
Administrative Agent.


 


Administrative
Agent’s Fee shall
have the meaning assigned to that term in Section 9.15.


 


Administrative
Agent’s Letter
shall have the meaning assigned to that term in Section 9.15.


 


1

















 


Affiliate as to any Person shall mean any other
Person (i) which directly or indirectly controls, is controlled by, or is
under common control with such Person, (ii) which beneficially owns or
holds 10% or more of any class of the voting or other equity interests of such
Person, or (iii) 10% or more of any class of voting interests or other
equity interests of which is beneficially owned or held, directly or
indirectly, by such Person.  “Control”,
as used in this definition, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise, including the power to elect a majority of the directors or trustees
of a corporation or trust, as the case may be.


 


Adjusted Funding
Target Attainment Percentage shall mean the adjusted funding target attainment
percentage as defined in Sections 206(g)(9) of ERISA and 436(j)(2) of
the Internal Revenue Code.


 


Agreement shall mean this Amended and Restated
Credit Agreement, as the same may be supplemented or amended from time to time,
including all schedules and exhibits.


 


Anti-Terrorism Laws shall mean any Laws
relating to terrorism or money laundering, including Executive Order No. 13224,
the USA Patriot Act, the Laws comprising or implementing the Bank Secrecy Act,
and the Laws administered by the United States Treasury Department’s Office of
Foreign Asset Control (as any of the foregoing Laws may from time to time be
amended, renewed,
extended, or replaced).


 


“Annual Report”
shall mean TGI’s Annual Report on Form 10-K for the fiscal year ended March 31,
2009.


 


Applicable Pro
Forma Reporting Period shall mean with respect to any Permitted Acquisition, the most recent
4-quarter period ending prior to the date of such Permitted Acquisition for
which financial statements have been delivered (or were due to be delivered) by
the Borrowers in accordance with Sections 7.3.1 or 7.3.2.


 


Assignment and
Assumption Agreement
shall mean an Assignment and Assumption Agreement by and among a Purchasing
Bank, the Transferor Bank and the Administrative Agent, as Administrative Agent
and on behalf of the remaining Banks, substantially in the form of Exhibit 1.1(A).


 


Authorized Officer shall mean those individuals, designated
by written notice to the Administrative Agent from TGI, as agent for each
Borrower, authorized to execute notices, reports and other documents on behalf
of such Borrower required hereunder.  Any
Borrower may amend such list of individuals from time to time by having TGI
give written notice of such amendment on its behalf to the Administrative
Agent.


 


Availability shall mean the sum of (i) the
difference between (a) the lesser of (1) the Commitments and (2) the
maximum amount of Loans that may be borrowed hereunder while maintaining
compliance with the each of the Total Leverage Ratio covenant under Section 7.2.16
and the Senior Leverage Ratio covenant under Section 7.2.17, and (b) the
Revolving Facility Usage, plus (ii) cash and Cash Equivalents held by TGI
or another Domestic Loan Party and maintained or managed at a Bank or an
Affiliate of a Bank.


 


2

















 


Bank-Provided
Interest Rate Hedge
shall mean an Interest Rate Hedge which is provided by any Bank and, with
respect to which the Administrative Agent confirms, meets the following
requirements: such Interest Rate Hedge (i) is documented in a standard
International Swap Dealer Association Agreement, (ii) provides for the
method of calculating the reimbursable amount of the provider’s credit exposure
in a reasonable and customary manner, and (iii) is entered into for
hedging (rather than speculative) purposes. 
The liabilities of any Borrower or any Guarantor to the provider of any
Bank-Provided Interest Rate Hedge (the “Hedge Liabilities”) shall be “Obligations”
hereunder, guaranteed obligations under the Guaranty and Suretyship Agreement
and otherwise treated as Obligations for purposes of each of the other Loan Documents.  The Liens securing the Hedge Liabilities
shall be pari  passu with the Liens securing all other Obligations
under this Agreement and the other Loan Documents.


 


Banks shall mean the financial institutions
named on Schedule 1.1(B) and their respective successors and
assigns as permitted hereunder, each of which is referred to herein as a Bank.


 


Base Rate shall mean the greatest of (i) the
interest rate per annum announced from time to time by the Administrative Agent
at its Principal Office as its then prime rate, which rate may not be the
lowest rate then being charged commercial borrowers by the Administrative
Agent, (ii) the Federal Funds Open Rate plus 1/2% per annum, or (iii) the
Daily Euro-Rate plus 1% per annum.


 


Base Rate Option shall mean the Revolving Credit Base
Rate Option.


 


Benefit
Arrangement shall
mean at any time an “employee benefit plan,” within the meaning of Section 3(3) of
ERISA, which is neither a Plan nor a Multiemployer Plan and which is
maintained, sponsored or otherwise contributed to by any member of the ERISA
Group.


 


Blocked Person shall have the meaning assigned to such
term in Section 5.1.24.2.


 


Borrower Joinder shall have the meaning assigned to such
term in Section 10.20.


 


Borrowers shall mean collectively TGI and each of
TGI’s Subsidiaries which have executed this Agreement as a Borrower, or which
becomes a Borrower pursuant to Section 10.20 hereof, and, if a Foreign
Borrower, has not terminated its status as a Borrower pursuant to Section 10.21(ii).


 


Borrowing Date shall mean, with respect to any Loan,
the date for the making thereof or the renewal or conversion thereof to the
same or a different Interest Rate Option, which shall be a Business Day.


 


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 TGI, on behalf of the
Borrowers, 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, (ii) all Loans (other than Swing Loans) to which a Base
Rate Option applies shall constitute one Borrowing Tranche, and (iii) all
Swing Loans shall constitute one Borrowing Tranche.


 


3

















 


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.


 


Capital Stock shall mean any and all shares,
interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person
(other than a corporation) and any and all warrants or options to purchase any
of the foregoing.


 


Cash Collateralize shall mean, with respect to Letters of
Credit Outstanding, that the Borrowers 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.


 


Cash Equivalents shall mean, at any time, (i) any
evidence of Indebtedness with a maturity date of ninety (90) days or less
issued or directly and fully guaranteed or insured by the United States of
America or any agency or instrumentality thereof; provided, that
the full faith and credit of the United States of America is pledged in support
thereof; (ii) certificates of deposit or bankers’ acceptances with a
maturity of ninety (90) days or less of any financial institution that is a
member of the Federal Reserve System having combined capital and surplus and
undivided profits of not less than $500,000,000.00; (iii) commercial paper
(including variable rate demand notes) with a maturity of ninety (90) days or
less issued by a corporation (except any Borrower, any Guarantor or any
Affiliate of any of them) organized under the laws of any State of the United
States of America or the District of Columbia and rated at least A-1 by
Standard & Poor’s Ratings Service, a division of The McGraw-Hill
Companies, Inc. or at least P-1 by Moody’s Investors Service, Inc.; (iv) repurchase
obligations with a term of not more than thirty (30) days for underlying
securities of the types described in clause (i) above entered into with
any financial institution having combined capital and surplus and undivided
profits of not less than $500,000,000.00; (v) repurchase agreements and
reverse repurchase agreements relating to marketable direct obligations issued
or unconditionally guaranteed by the United States of America or issued by any
governmental agency thereof and backed by the full faith and credit of the
United States of America, in each case maturing within ninety (90) days or less
from the date of acquisition; provided, that, the terms of such
agreements comply with the guidelines set forth in the Federal Financial
Agreements of Depository Institutions with Securities Dealers and Others, as
adopted by the Comptroller of the Currency on October 31, 1985; and (vi) investments
in money market funds and mutual funds which invest substantially all of their
assets in securities of the types described in clauses (i) through (v) above.


 


4

















 


Cash Management
Agreements shall
have the meaning assigned to such term in Section 2.9.9.


 


Closing Date shall mean August 14, 2009.


 


Commitment shall mean as to any Bank its Revolving
Credit Commitment, and as to the Administrative Agent, also its Swing Loan
Commitment.  Commitments shall
mean the aggregate of the Revolving Credit Commitments of all of the Banks and
Swing Loan Commitment of the Administrative Agent. The amount of the Commitment
available for Revolving Credit Loans shall be reduced by the amount of the
outstanding Swing Loan provided in Section 2.9.1.


 


Commitment Fee shall have the meaning assigned to that
term in Section 2.3.


 


Computation Date shall have the meaning assigned to that
term in Section 2.10.1.


 


Consideration shall mean with respect to any Permitted
Acquisition, the aggregate of (i) the cash paid by any Loan Party, or a
Subsidiary thereof, directly or indirectly, to the seller in connection
therewith, (ii) the Indebtedness incurred or assumed by any Loan Party or
a Subsidiary thereof, 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 or a Subsidiary thereof, in
connection therewith, and (iv) any other consideration given or obligation
incurred by any of the Loan Party or a Subsidiary thereof in connection
therewith.


 


Consolidated
Adjusted EBITDA
shall mean, for any period of determination, Consolidated EBITDA of TGI and its
Subsidiaries subject to the following adjustments:


 


(1)           For any period in which TGI or one of
its Subsidiaries has completed a Permitted Acquisition, the calculation of
Consolidated Adjusted  EBITDA for
such period shall reflect, on a pro forma basis, the financial
performance of the acquired entity or assets, as though the acquisition had
been completed at the beginning of the period of determination, provided that
any of the following conditions is met with respect to such acquisition:


 


(i)            Either: (a) the
financial statements of the seller for the fiscal year immediately preceding
the date of such Permitted Acquisition have been audited or (b) the
financial statements of the seller for the Applicable Pro Forma Reporting
Period have been supported by a third party due diligence report, provided that
such audit or due diligence report was performed by a nationally recognized
firm (or another firm acceptable to the Administrative Agent) and is in form
and substance satisfactory to the Administrative Agent;


 


OR


 


(ii)           the acquired EBITDA
for the Applicable Pro Forma Reporting Period is less than (15%) of the
Consolidated Adjusted EBITDA for such period, excluding such acquired EBITDA;


 


OR


 


5
















 


(iii)                               the Required Banks shall have approved
the inclusion of such acquired EBITDA in the computation of “Consolidated
Adjusted EBITDA” for the Applicable Pro Forma Reporting Period and subsequent
fiscal periods of the Borrowers.


 


(2)                                  For any period in which TGI or one of its
Subsidiaries has completed a sale or disposition permitted under Section 7.2.7(vii) [Dispositions
of Assets or Subsidiaries], the calculation of Consolidated Adjusted  EBITDA for such period shall omit the
financial performance of the entity or assets sold or disposed of, as though
the acquisition or a sale or disposition had been completed at the beginning of
the period of determination.


 


Consolidated Adjusted EBITDA shall be determined at the end of each
fiscal quarter for the previous four quarters.


 


Consolidated
EBITDA shall mean
for any period of determination, Consolidated Net Income (before extraordinary
items) for such period


 


(A)                              plus the following:


 


(i)                                     the amount of income tax expense,
interest expense, depreciation and amortization expense deducted from earnings
in determining such Consolidated Net Income,


 


(ii)                                  other nonrecurring non-cash losses
included in such Consolidated Net Income; and


 


(B)                                less other nonrecurring gains included in
such Consolidated Net Income.


 


Consolidated Net
Worth shall mean
as of any date of determination total stockholders’ equity of TGI and its
Subsidiaries as of such date determined and consolidated in accordance with
GAAP.


 


Consolidated
Interest Expense
shall mean for any period of determination the amount of cash interest expense
deducted from the earnings of TGI and its Subsidiaries in determining
Consolidated Net Income for such period in accordance with GAAP.


 


Consolidated Net
Income shall mean
for any fiscal period the net income (or loss) after income taxes of TGI and
its Subsidiaries for such period determined and consolidated in accordance with
GAAP but Consolidated Net Income shall in all events not include the gain from
the sale of assets.


 


Consolidated
Senior Net Indebtedness shall mean Consolidated Total Net Indebtedness less Subordinated
Indebtedness.


 


Consolidated Total
Net Indebtedness
shall mean as of any date of determination the aggregate of all Indebtedness of
TGI and its Subsidiaries as of such date determined and consolidated in
accordance with GAAP minus unrestricted cash and Cash Equivalents in excess of
$25,000,000.00 which are held by TGI or other Domestic Loan Party and
maintained or managed by a Bank or an Affiliate of a Bank.  Consolidated Total Net Indebtedness shall be
measured at the end of each fiscal quarter.


 


6

















 


Convertible Debt
Documents shall
mean the Indenture and the Convertible Notes, in each case as amended,
supplemented or modified from time to time.


 


Convertible Notes shall mean the $201,250,000 Senior
Subordinated Notes due 2026 of the Borrower.


 


Currency
Participation
shall have the meaning assigned to such term in Section 2.13.1.


 


Daily Euro-Rate shall mean, for any day, the rate per
annum determined by the Administrative Agent by dividing (i) the Published
Rate by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage
on such day.


 


Defaulting Bank means any Bank that has (a) failed to
fund any portion of the Revolving Loans, participations with respect to Letters
of Credit (as provided in Section 2.3), or participations in Swing Line
Loans (as provided in Section 2.2.4) required to be funded by it hereunder
within one Business Day of the date required to be funded by it hereunder
unless such failure has been cured and all interest accruing as a result of
such failure has been fully paid in accordance with the terms hereof, (b) otherwise
failed to pay over to the Administrative Agent or any other Bank any other
amount required to be paid by it hereunder within one Business Day of the date
when due, unless the subject of a good faith dispute or unless such failure has
been cured and all interest accruing as a result of such failure has been fully
paid in accordance with the terms hereof, or (c) has been deemed insolvent
or become the subject of an Insolvency Proceeding.


 


Documentation
Agent shall mean
Citizens Bank of Pennsylvania, and its successors and assigns, as Documentation
Agent.


 


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.


 


Domestic shall mean with respect to a Loan Party
or a Subsidiary, one which is organized under the laws of a state of the United
States of America or the District of Columbia.


 


Dollar, Dollars,
U.S. Dollars and
the symbol $ shall mean lawful money of the United States of America.


 


Environmental
Complaint shall
mean any written complaint setting forth a cause of action for personal or
property damage or natural resource damage or equitable relief, order, notice
of violation, citation, request for information issued pursuant to any
Environmental Laws by an Official Body, subpoena or other written notice
asserting or threatening a claim relating to, arising out of, or issued
pursuant to any of the Environmental Laws or any Environmental Conditions, as
the case may be.


 


7

















 


Environmental
Conditions shall
mean any conditions of the environment, including the workplace, the ocean,
natural resources (including flora or fauna), soil, surface water, groundwater,
any actual or potential drinking water supply sources, substrata or the ambient
air, relating to or arising out of, or caused by the use, handling, storage,
treatment, recycling, generation, transportation, release, spilling, leaking,
pumping, emptying, discharging, injecting, escaping, leaching, disposal,
dumping, threatened release or other management or mismanagement of Regulated
Substances resulting from the use of, or operations on, the Property.


 


Environmental Laws shall mean all federal, state, local and
foreign Laws and regulations, including permits, licenses, authorizations,
bonds, orders, judgments, consent decrees issued, or entered into, pursuant
thereto, relating to pollution or protection of human health or the environment
or employee safety in the workplace.


 


Equivalent Amount shall mean, at any time, as determined by the
Administrative Agent or Fronting Bank, as the situation may require (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.


 


ERISA shall mean the Employee Retirement
Income Security Act of 1974, as the same may be amended or supplemented from
time to time, and any successor statute of similar import, and the rules and
regulations thereunder, as from time to time in effect.


 


ERISA Group shall mean, at any time, each Borrower
and all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control and all other
entities which, together with such Borrower, are treated as a single employer
under Section 414 of the Internal Revenue Code.


 


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 


 


8

















 


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 TGI, as agent for all of the Borrowers, of the Euro-Rate as
determined or adjusted in accordance herewith, which determination shall be
conclusive absent manifest error.


 


(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 


 


9

















 


Administrative Agent shall give prompt notice
to TGI, as agent for all of the Borrowers, 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 Option shall mean the Revolving Credit
Euro-Rate Option.


 


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.


 


Event of Default shall mean any of the Events of Default
described in Section 8.1.


 


Executive Order No. 13224 shall mean the Executive Order No. 13224
on Terrorist Financing,  effective September 24,
2001, as the same has been, or shall hereafter be, renewed, extended, amended
or replaced.


 


Expiration Date shall mean, with respect to the
Revolving Credit Commitments, January 30, 2013.


 


Federal Funds
Effective Rate
for any day shall mean the rate per annum (based on a year of 360 days and
actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by
the Federal Reserve Bank of New York (or any successor) on such day as being
the weighted average of the rates on overnight federal funds transactions
arranged by federal funds brokers on the previous trading day, as computed and
announced by such Federal Reserve Bank (or any successor) in substantially the
same manner as such Federal Reserve Bank computes and announces the weighted
average it refers to as the “Federal Funds Effective Rate” as of the date of
this Agreement; provided, if such Federal Reserve Bank (or its
successor) does not announce such rate on any day, the “Federal Funds Effective
Rate” for such day shall be the Federal Funds Effective Rate for the last day
on which such rate was announced.


 


Federal Funds Open
Rate shall mean
the rate per annum determined by the Administrative Agent in accordance with
its usual procedures (which determination shall be conclusive absent manifest
error) to be the “open” rate for federal funds transactions as of the opening
of business for federal funds transactions among members of the Federal Reserve
System arranged by federal funds brokers on such day, as quoted by Garvin
Guybutler, any successor entity thereto, or any other broker selected by the
Administrative Agent, as set forth on the applicable Telerate display page;
provided, however; that if such day is not a Business Day, the Federal Funds
Open Rate for such day shall be the “open” rate on the immediately preceding 


 


10

















 


Business Day, or if no such rate shall be quoted by a Federal funds
broker at such time, such other rate as determined by the Administrative Agent
in accordance with its usual procedures.


 


Foreign shall mean with respect to a Loan Party
or a Subsidiary, one which is organized under the laws of a jurisdiction other
than a state of the United States of America or the District of Columbia.


 


Fronting Bank shall mean PNC Bank, National
Association so long as it remains the Administrative Agent, and its successors
and assigns.


 


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.


 


Governmental Acts shall have the meaning assigned to that
term in Section 2.8.8.


 


Guarantor shall mean a guarantor under the
Guaranty and Suretyship Agreement and the other Loan Documents.


 


Guarantor Joinder shall have the meaning assigned to such
term in Section 10.20.


 


Guaranty of any Person shall mean any obligation
of such Person guaranteeing any liability or obligation of any other Person in
any manner, whether directly or indirectly, including any performance bond or
other suretyship arrangement and any other form of assurance against loss.


 


Guaranty and
Suretyship Agreement
shall mean the Amended and Restated Guaranty and Suretyship Agreement dated the
Closing Date pursuant to which the Guarantors,  jointly
and severally (except to the extent limited in Section 27 therein),
guaranty (and become sureties for) the Obligations.


 


Historical
Statements shall
have the meaning assigned to that term in Section 5.1.9(i).


 


Indebtedness shall mean, as to any Person at any
time, any and all indebtedness, obligations or liabilities (whether matured or
unmatured, liquidated or unliquidated, direct or indirect, absolute or
contingent, or joint or several) of such Person for or in respect of all of the
following, without duplication:  (i) borrowed
money, (ii) amounts raised under or liabilities in respect of any note
purchase or acceptance credit facility, (iii) reimbursement obligations
under any letter of credit, currency swap agreement, interest rate swap, cap,
collar or floor agreement or other interest rate management device, (iv) any
other transaction (including forward sale or purchase agreements, capitalized
leases and conditional sales agreements) having the commercial effect of a
borrowing of money entered into by such Person to finance its operations or
capital requirements (but not including trade payables and accrued expenses
incurred in the ordinary course of business which are not represented by a
promissory note or other evidence of indebtedness), or (v) any Guaranty of
Indebtedness for borrowed money.  Without
limiting the generality of the foregoing, Indebtedness of TGI and its
Subsidiaries, determined on a consolidated basis, shall include, without
duplication and without limitation, the obligations of TGI and/or its
Subsidiaries (including without limitation, the SP Sub) under the Transaction 


 


11

















 


Documents (as defined in the Receivables Purchase Agreement); provided however
that the provisions of this sentence shall apply solely for purposes of
calculation of financial covenants set forth in this Agreement.


 


Indenture shall mean the indenture pursuant to
which the Convertible Notes are issued.


 


IDB’s shall have the meaning assigned to such
term in clause (xi) of the definition of “Permitted Liens”.


 


Insolvency
Proceeding shall
mean, with respect to any Person, (a) a case, action or proceeding with
respect to such Person (i) before any court or any other Official Body
under any bankruptcy, insolvency, reorganization or other similar Law now or
hereafter in effect, or (ii) for the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar
official) of such Person or otherwise relating to the liquidation, dissolution,
winding-up or relief of such Person, of (b) any general assignment for the
benefit of creditors, composition, marshaling of assets for creditors, or other,
similar arrangement in respect of such Person’s creditors or any substantial
portion of its creditors; undertaken under any Law.


 


Interest Coverage
Ratio shall mean
for any period of determination the ratio of (i) Consolidated EBITDA for
such period to (ii) Consolidated Interest Expense for such period.


 


Interest Period shall have the meaning assigned to such
term in Section 3.2.


 


Interest Rate
Hedge shall mean
an interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable
strike corridor or similar agreements entered into by any Borrower or any
Guarantor or their Subsidiaries in order to provide protection to, or minimize
the impact upon, the Borrowers, the Guarantors and/or their Subsidiaries of
increasing floating rates of interest applicable to Indebtedness.


 


Intercompany
Subordination Agreement shall mean a Subordination Agreement among the Loan Parties in the
form attached hereto as Exhibit 1.1(I).


 


Interest Rate
Option shall mean
any Euro-Rate Option or Base Rate Option.


 


Internal Revenue
Code shall mean
the Internal Revenue Code of 1986, as the same may be amended or supplemented
from time to time, and any successor statute of similar import, and the rules and
regulations thereunder, as from time to time in effect.


 


Investment shall mean, with respect to any
Subsidiary of TGI or Joint Venture in which the Loan Parties or their
Subsidiaries hold an interest, (i) all consideration (whether cash,
property, assumption of liabilities or otherwise) paid or given by the Loan
Parties or their Subsidiaries for the ownership interests or assets of such
Subsidiary or Joint Venture, (ii) any cash or other property contributed
by the Loan Parties or their Subsidiaries to the capital of such Subsidiary of
Joint Venture, (iii)  any loans made by the Loan Parties or their
Subsidiaries to such Subsidiary or Joint Venture, (iv) any Guaranty made
by or on behalf of such Loan Party or their Subsidiaries for the benefit of
such Subsidiaries or Joint Venture, or (v) any other consideration paid to
or provided for the benefit of such Subsidiary or Joint Venture by the Loan
Parties or their Subsidiaries.


 


12

















 


Joint Venture shall mean any entity in which the Loan
Parties or their Subsidiaries, directly or indirectly, hold an ownership
interest and the total of the ownership interests held by the Loan Parties and
their wholly-owned Subsidiaries is less than 100%.


 


Labor Contracts shall mean all employment agreements,
employment contracts, collective bargaining agreements and other agreements
among TGI or any Subsidiary of TGI and its employees.


 


Law shall mean any law (including common
law), constitution, statute, treaty, regulation, rule, ordinance, opinion,
release, ruling, order, injunction, writ, decree or award of any Official Body.


 


Letter of Credit shall have the meaning assigned to that
term in Section 2.8.1.


 


Letter of Credit
Borrowing shall
have the meaning assigned to such term in Section 2.8.3.4.


 


Letter of Credit
Fee shall have
the meaning assigned to that term in Section 2.8.3.


 


Letters of Credit
Outstanding shall
mean at any time the sum of (i) the aggregate undrawn face amount of
outstanding Letters of Credit and (ii) the aggregate amount of all unpaid
and outstanding Reimbursement Obligations and Letter of Credit Borrowings
(without duplication).


 


Lien shall mean any mortgage, deed of trust,
pledge, lien, security interest, charge or other encumbrance or security
arrangement of any nature whatsoever, whether voluntarily or involuntarily
given, including any conditional sale or title retention arrangement, and any
assignment, deposit arrangement or lease intended as, or having the effect of,
security and any filed financing statement or other notice of any of the
foregoing (whether or not a lien or other encumbrance is created or exists at
the time of the filing).


 


Loan Documents shall mean this Agreement, the Notes,
the Guaranty and Suretyship Agreement, the
Intercompany Subordination Agreement, the Pledge Agreement each executed by the
Borrowers or the Guarantors, as applicable, and the other parties thereto, and
any other instruments, certificates or documents delivered or contemplated to
be delivered hereunder or thereunder or in connection herewith or therewith, as
the same may be supplemented or amended from time to time in accordance
herewith or therewith, and Loan Document shall mean any of the Loan
Documents.


 


Loan Party shall mean either any Borrower or any
Guarantor and Loan Parties shall mean collectively the Borrowers and the
Guarantors.


 


Loan Request shall mean a request for Revolving
Credit Loans made in accordance with Section 2.4 or a request to select,
convert to or renew a Euro-Rate Option in accordance with Section 3.2.


 


Loans shall mean collectively and Loan
shall mean separately all Revolving Credit Loans and Swing Loans or any
Revolving Credit Loan or Swing Loan.


 


13

















 


Managing Agent shall mean individually JPMorgan Chase
Bank, N.A., Sovereign Bank, Branch Banking & Trust Company and Manufacturers
and Traders Trust Company and their successors and assigns, as a Managing Agent
or Managing Agents shall mean collectively JPMorgan Chase Bank, N.A.,
Sovereign Bank, Branch Banking & Trust Company and Manufacturers and
Traders Trust Company and their successors and assigns, as Managing Agents.


 


Material Adverse
Change shall mean
any set of circumstances or events which (a) has or is reasonably expected
to have any material adverse effect whatsoever upon the validity or
enforceability of this Agreement or any other Loan Document, (b) is or is
reasonably expected to be material and adverse to the business, properties,
assets, financial condition or results of operations of TGI and its
Subsidiaries taken as a whole, (c) impairs materially or is reasonably
expected to impair materially the ability of TGI and its Subsidiaries taken as
a whole to duly and punctually pay or perform its Indebtedness, or (d) impairs
materially or is reasonably expected to impair materially the ability of the
Administrative Agent or any of the Banks, to the extent permitted, to enforce
their legal remedies pursuant to this Agreement or any other Loan Document.


 


Material
Subsidiary means
any Subsidiary of TGI with respect to which either (i) the aggregate
Investment (without duplication) by the Borrowers and the Guarantors in such
Subsidiary exceeds $10,000,000.00, or (ii) the percentage of Consolidated
Adjusted EBITDA over the most recent four (4) quarters then ended
attributable to such Subsidiary is greater than 5% of Consolidated Adjusted
EBITDA over the same period, provided  however that,
notwithstanding the foregoing, so long as the SP Sub owns no assets other than
trade accounts receivable, related rights, related lock-box bank accounts and
proceeds thereof and sufficient other assets that, when added to the foregoing,
enables it to satisfy the minimum tangible net worth test set forth in the
Receivables Purchase Agreement and any other assets that are necessary or
appropriate for the SP Sub to maintain an arm’s-length relationship with the
Borrowers and Guarantors, the SP Sub shall not be a Material Subsidiary while
the Receivables Facility remains in place.


 


Month, with respect to an Interest Period
under the Euro-Rate Option, shall mean the interval between the days in consecutive
calendar months numerically corresponding to the first day of such Interest
Period.  If any Euro-Rate Interest Period
begins on a day of a calendar month for which there is no numerically
corresponding day in the month in which such Interest Period is to end, the
final month of such Interest Period shall be deemed to end on the last Business
Day of such final month.


 


Multiemployer Plan shall mean any employee benefit plan
which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of
ERISA and to which any Borrower or any member of the ERISA Group is then making
or accruing an obligation to make contributions or, within the preceding five
Plan years, has made or had an obligation to make such contributions.


 


Multiple Employer
Plan shall mean a
Plan which has two or more contributing sponsors (including TGI or any member
of the ERISA Group) at least two of whom are not under common control, as such
a plan is described in Sections 4063 and 4064 of ERISA.


 


14

















 


Non-Fronting Bank shall mean a  Bank party hereto which (i) is incapable
of obtaining an Optional Currency in the ordinary course of its business, (ii) has
requested that the Fronting Bank obtain and front its Ratable Share of Optional
Currency Loans to the applicable Borrower as required by § 2.13.2, and (iii) has
been approved in advance in writing by the Fronting Bank in the Fronting Bank’s
sole and absolute discretion, provided  however if at any time a
Bank’s Ratable Share of the sum of Optional Currency Loans and Letters of
Credit Outstandings denominated in Optional Currencies outstanding at any time
plus such Loans and Letters of Credit then being requested exceeds the amount
approved for such Bank by the Fronting Bank in connection with the approval of
such Bank as a Non-Fronting Bank, as indicated in the written approval
referenced in clause (iii), as such amount may be from time to time increased
in writing from the Fronting Bank, in its sole and absolute discretion, such
Bank shall be a Non-Fronting Bank only up to such approved amount.


 


Notes shall mean the Revolving Credit Notes
and the Swing Loan Note.


 


Notices shall have the meaning assigned to that
term in Section 10.6.


 


Obligation shall mean any obligation or liability
of any of the Borrowers or the Guarantors to the Administrative Agent or any of
the Banks, howsoever created, arising or evidenced, whether direct or indirect,
absolute or contingent, now or hereafter existing, or due or to become due,
under or in connection with this Agreement, the Notes,  the
Letters of Credit, the Administrative Agent’s Letter  or any other Loan Document.  Obligations shall include the Hedge
Liabilities but shall not include the liabilities to other Persons under any
other Interest Rate Hedge.


 


Official Body shall mean any national, federal, state,
local or other government or political subdivision or any agency, authority,
bureau, central bank, commission, department or instrumentality of either, or
any court or tribunal in each case whether foreign or domestic, with
jurisdiction to act with the force of law with respect to pertinent matters.


 


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 2.10.4.


 


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.


 


Participation
Advance shall
mean, with respect to any Bank, such Bank’s payment in respect of its
participation in a Letter of Credit Borrowing according to its Ratable Share
pursuant to Section  2.8.3.4.


 


15
















 


Partnership
Interests shall
have the meaning given to such term in Section 5.1.3.


 


PBGC shall mean the Pension Benefit Guaranty
Corporation established pursuant to Subtitle A of Title IV of ERISA or any
successor.


 


Permitted
Acquisition shall
have the meaning assigned to such term in Section 7.2.6.


 


Permitted
Investments shall
mean:


 


(i)                                     direct obligations of the United States
of America or any agency or instrumentality thereof or obligations backed by
the full faith and credit of the United States of America maturing in twelve
(12) months or less from the date of acquisition;


 


(ii)                                  commercial paper maturing in 180 days or
less rated not lower than A-1, by Standard & Poor’s Corporation or P-1
by Moody’s Investors Service, Inc. on the date of acquisition;


 


(iii)                               demand deposits, time deposits, money
market account deposits or certificates of deposit maturing within one year in
commercial banks whose obligations are rated A-1, A or the equivalent or better
by Standard & Poor’s Corporation on the date of acquisition;


 


(iv)                              investments in Cash Equivalents;


 


(v)                                 shares of money market mutual funds that (a) invest
substantially all of their assets in the investments described in clauses (i) through
(iv) above and/or (b) are otherwise rated at least AAA by Standard &
Poor’s or at least Aaa by Moody’s;


 


(vi)                              investments made under Cash Management
Agreements;


 


(vii)                           Interest Rate Hedges otherwise permitted
hereunder;


 


(viii)                        investments (including debt obligations)
received in connection with the bankruptcy or reorganization of suppliers and
customers and in settlement of delinquent obligations of, and other disputes
with, customers and suppliers arising in the ordinary course of business; and


 


(ix)                                debt securities as partial consideration
for a sale of assets which is permitted hereunder.


 


Permitted
Liens shall mean:


 


(i)                                     Liens for taxes, assessments, or similar
charges, incurred in the ordinary course of business and which are not yet due
and payable;


 


(ii)                                  Pledges or deposits made in the ordinary
course of business to secure payment of worker’s compensation, or to
participate in any fund in connection with worker’s compensation, unemployment
insurance, old-age pensions or other social security programs;


 


16

















 


(iii)                               Liens of mechanics, materialmen,
warehousemen, carriers, or other like Liens, securing obligations incurred in
the ordinary course of business that are not yet due and payable and Liens of
landlords securing obligations to pay lease payments that are not yet due and
payable or in default;


 


(iv)                              Good-faith pledges or deposits made in
the ordinary course of business to secure performance of bids, tenders,
contracts (other than for the repayment of borrowed money) or leases, not in
excess of the aggregate amount due thereunder, or to secure statutory
obligations, or surety, appeal, indemnity, performance or other similar bonds
required in the ordinary course of business;


 


(v)                                 Encumbrances consisting of zoning
restrictions, easements or other restrictions on the use of real property, none
of which materially impairs the use of such property or the value thereof, and
none of which is violated in any material respect by existing or proposed
structures or land use;


 


(vi)                              Liens, security interests and mortgages
in favor of the Administrative Agent for the benefit of the Banks securing the
Obligations, including Hedge Liabilities;


 


(vii)                           Liens on property leased by any Borrower
or Subsidiary of any Borrower under capital and operating leases securing
obligations of such Borrower or Subsidiary to the lessor under such leases;


 


(viii)                        Any Lien existing on the date of this
Agreement and described on Schedule 1.1(P);


 


(ix)                                Purchase Money Security Interests, provided
that the aggregate amount of loans and deferred payments secured by such
Purchase Money Security Interests shall not exceed $10,000,000 (excluding for
the purpose of this computation any loans or deferred payments secured by Liens
described on Schedule 1.1(P));


 


(x)                                   The following, (a) if the validity
or amount thereof is being contested in good-faith by appropriate and lawful
proceedings diligently conducted so long as levy and execution thereon have
been stayed and continue to be stayed or (b) if a final judgment is
entered and such judgment is discharged within sixty (60) days of entry, and in
either case they do not affect the Pledged Collateral or, in the aggregate,
materially impair the ability of the Borrowers to perform their Obligations
hereunder or under the other Loan Documents:


 


(1)                                  Claims or Liens for taxes, assessments or
charges due and payable and subject to interest or penalty, provided  that
the appropriate Loan Party maintains such reserves or other appropriate
provisions as shall be required by GAAP and pays all such taxes, assessments or
charges forthwith upon the commencement of proceedings to foreclose any such
Lien;


 


(2)                                  Claims, Liens or encumbrances upon, and
defects of title to, real or personal property other than the Pledged
Collateral, including any attachment of personal or real property or other
legal process prior to adjudication of a dispute on the merits; or


 


17

















 


(3)                                  Claims or Liens of mechanics,
materialmen, warehousemen, carriers, or other statutory nonconsensual Liens.


 


(4)                                  Liens resulting from final judgments or
orders described in Section 8.1.6;


 


(xi)                                subject to Section 7.2.1, Liens on
fixed assets securing tax-exempt, fixed-rate industrial development bonds (“IDB’s)
or notes or similar financing;


 


(xii)                             Liens on accounts receivable sold pursuant
to the arrangements described in Section 7.2.7(vi); and


 


(xiii)                          Liens on the Pool Assets granted by the
SP Sub and the Liens granted by the Originators on the Receivables and the
Related Rights in accordance with the Receivables Purchase and Sale Agreement,
in each case in connection with the Receivables Facility.


 


Person shall mean any individual, natural
person, corporation, partnership, association, joint-stock company, trust,
unincorporated organization, joint venture, government or political subdivision
or agency thereof, or any other entity.


 


Plan shall mean at any time an employee
pension benefit plan (including a Multiple Employer Plan, but not a
Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the
minimum funding standards under Section 412 of the Internal Revenue Code
and either (i) is maintained by any member of the ERISA Group for
employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained by any entity which was at such time a
member of the ERISA Group for employees of any entity which was at such time a
member of the ERISA Group.


 


Pledge
Agreement shall
mean the Pledge Agreement in substantially the form of Exhibit 1.1(P)(2) executed
and delivered by certain of the owners of each first tier Foreign Subsidiary
(other than Triumph Interiors, Ltd. and Airframe Spares and Logistics GmbH,
provided that such companies are dissolved as promptly as practicable after the
Closing Date in accordance with Section 7.2.6(iii)) to the Administrative
Agent for the benefit of the Banks, pursuant to which such parties shall have
pledged sixty-five percent (65%) of the outstanding ownership interests of all
such first tier Foreign Subsidiaries.


 


Pledged
Collateral shall
mean the property of the relevant Loan Parties in which security interests are
to be granted under the Pledge Agreement.


 


PNC
Bank shall mean
PNC Bank, National Association, its successors and assigns.


 


Pool
Assets has the
meaning given to such term in the Receivables Purchase Agreement.


 


Potential
Default shall
mean any event or condition which with notice, the passage of time or both,
would constitute an Event of Default.


 


Pricing
Grid means the
chart attached hereto as Exhibit 1.1(P)(1) which sets forth
the rates at which Commitment Fees, Letter Credit Fees and interest rate
margins are calculated on the basis of the Total Leverage Ratio.


 


18

















 


Principal
Office shall mean
the main banking office of the Administrative Agent in Pittsburgh,
Pennsylvania.


 


Prior
Security Interest
shall mean a valid and enforceable perfected first-priority security interest
under the Pledged Collateral.


 


Prohibited
Transaction shall
mean any prohibited transaction as defined in Section 4975 of the Internal
Revenue Code or Section 406 of ERISA for which neither an individual nor a
class exemption has been issued by the United States Department of Labor.


 


Property shall mean all real property, both owned
and leased, of any Loan Party.


 


Published
Rate shall mean
the rate of interest published each Business Day in The
Wall Street Journal “Money Rates”
listing under the caption “London Interbank Offered Rates” for a one month
period (or, if no such rate is published therein for any reason, then the
Published Rate shall be the eurodollar rate for a one month period as published
in another publication selected by the Administrative Agent.


 


Purchase
Money Security Interest shall mean Liens upon tangible personal property securing loans to TGI
or any Subsidiary or deferred payments by TGI or such Subsidiary for the
purchase of such tangible personal property.


 


Purchasing
Bank shall mean a
Bank which becomes a party to this Agreement by executing an Assignment and
Assumption Agreement.


 


Ratable
Share shall mean
the proportion that a Bank’s Revolving Credit Commitment  bears to the Revolving Credit  Commitments of all of the Banks.


 


Receivables Facility means the receivables financing facility structured
by PNC Capital Markets LLC and administered by PNC Bank dated on or about August 7,
2008, evidenced by the Receivables Purchase Agreement and the other Transaction
Documents (as defined in the Receivables Purchase Agreement) whereby TGI and
certain of its Subsidiaries (collectively, with TGI, the “Originators”)
from time to time shall sell, transfer, convey, assign or contribute the
Receivables (as defined in the Receivables Purchase Agreement) and the Related
Rights (as defined in the Receivable Purchase and Sale Agreement) to the SP
Sub, which, in turn, shall sell undivided variable percentage interests in the
Purchased Interests (as defined in the Receivables Purchase Agreement) to the
Purchasers (as defined in the Receivables Purchase Agreement).


 


Receivables Performance Guaranty means the Performance Guaranty executed
by TGI on or about August 7, 2008, as a performance guarantor, in favor of
PNC Bank, as the Administrator under the Receivables Facility, as the same may
be amended, supplemented, restated or otherwise modified from time to time.


 


Receivables Purchase Agreement means that certain Receivables Purchase
Agreement, dated on or about August 7, 2008, among the SP Sub, the
Borrower, as the Servicer thereunder, PNC Bank, as the Administrator
thereunder, and the Purchasers, as the same may be amended, supplemented,
restated or otherwise modified from time to time.


 


19

















 


Receivables Purchase and Sale Agreement that certain Purchase and Sale
Agreement, dated on or about August 7, 2008, amount the SP Sub, the
Originators and the Borrower, as the initial Servicer thereunder, as the same
may be amended, supplemented, restated or otherwise modified from time to time.


 


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


 


Regulated
Substances shall
mean any substance, including any solid, liquid, semisolid, gaseous, thermal,
thoriated or radioactive material, refuse, garbage, wastes, chemicals,
petroleum products, by-products, coproducts, impurities, dust, scrap, heavy
metals, any substance defined as a “hazardous substance,” “pollutant,” “pollution,”
“contaminant,” “hazardous or toxic substance,” “extremely hazardous substance,”
“toxic chemical,” “toxic waste,” “hazardous waste,” “industrial waste,” “residual
waste,” “solid waste,” “municipal waste,” “mixed waste,” “infectious waste,” “chemotherapeutic
waste,” “medical waste,” “regulated substance” or any related materials,
substances or wastes as now or hereafter defined pursuant to any Environmental
Laws, ordinances, rules, regulations or other directives of any Official Body,
the generation, manufacture, extraction, processing, distribution, treatment,
storage, disposal, transport, recycling, reclamation, use, reuse, spilling,
leaking, dumping, injection, pumping, leaching, emptying, discharge, escape,
release or other management or mismanagement of which is regulated by the
Environmental Laws.


 


Regulation
U shall mean
Regulation U, T or X as promulgated by the Board of Governors of the Federal
Reserve System, as amended from time to time.


 


Reimbursement
Obligation shall
have the meaning assigned to such term in Section 2.8.3.1.


 


Reportable
Event means a
reportable event described in Section 4043 of ERISA and regulations
thereunder with respect to a Plan or Multiemployer Plan.


 


Required
Banks shall mean (i) if
there are no Revolving Credit Loans, Reimbursement Obligations or Letter of
Credit Borrowings outstanding, Banks other than Defaulting Banks whose
Revolving Credit Commitments aggregate at least 51% of the Revolving Credit
Commitments of all of the Banks (other than Defaulting Banks), or (ii) if
there are Revolving Credit Loans, Reimbursement Obligations, or Letter of
Credit Borrowings outstanding, any Bank or group of Banks other than Defaulting
Banks if the sum of the Revolving Credit Loans, Reimbursement Obligations and
Letter of Credit Borrowings of such Banks (other than Defaulting Banks) then
outstanding aggregates at least 51% of the total amount of the Revolving Credit
Loans, Reimbursement Obligations and Letter of Credit Borrowings then
outstanding.  Reimbursement Obligations
and Letter of Credit Borrowings shall be deemed, for purposes of this
definition, to be in favor of the Administrative Agent and not a participating
Bank if such Bank has not made its Participation Advance in respect thereof and
shall be deemed to be in favor of such Bank to the extent of its Participation
Advance if it has made its Participation Advance in respect thereof.


 


20

















 


Revolving
Credit Base Rate Option shall mean the option of the Borrowers, exercisable by TGI as their
agent, to have Revolving Credit Loans bear interest at the rate and under the
terms and conditions set forth in Section 3.1.1(i).


 


Revolving
Credit Commitment
shall mean, as to any Bank at any time, the amount initially set forth opposite
its name on Schedule 1.1(B) in the column labeled “Amount of
Commitment for Revolving Credit Loans,” and thereafter on Schedule I to the
most recent Assignment and Assumption Agreement, and Revolving Credit
Commitments shall mean the aggregate Revolving Credit Commitments of all of
the Banks.  The aggregate amount of the
Revolving Credit Commitments is subject to the provisions of Section 2.1.2.


 


Revolving
Credit Euro-Rate Option shall mean the option of the Borrowers, exercisable by TGI as their
agent, to have Revolving Credit Loans bear interest at the rate and under the
terms and conditions set forth in Section 3.1.1(ii).


 


Revolving
Credit Loans
shall mean collectively and Revolving Credit Loan shall mean separately
all Revolving Credit Loans or any Revolving Credit Loan made by the Banks or
one of the Banks to the Borrowers pursuant to Section 2.1 or 2.8.4(i) hereof.


 


Revolving
Credit Notes
shall mean collectively and Revolving Credit Note shall mean separately
all the Revolving Credit Notes of the Borrowers in the form of Exhibit 1.1(R) evidencing
the Revolving Credit Loans together with all amendments, extensions, renewals,
replacements, refinancings or refundings thereof in whole or in part.


 


Revolving
Facility Usage
shall mean at any time the sum of the Revolving Credit Loans and Swing Loans
outstanding and the Letters of Credit Outstanding.


 


Senior
Leverage Ratio
shall mean, as of any date of determination, the ratio of Consolidated Senior
Net Indebtedness as of such date to Consolidated Adjusted EBITDA for the four
fiscal quarters then ended.


 


Settlement shall have the meaning assigned to such
term in Section 2.14.2.


 


Shares shall have the meaning assigned to that
term in Section 5.1.2.


 


SP
Sub means Triumph
Receivables, LLC, a wholly owned, bankruptcy remote Subsidiary of the Borrower.


 


Subordinated
Indebtedness
shall mean (i) Indebtedness of TGI under the Convertible Debt Documents
(provided that such Indebtedness shall at all times be subordinated pursuant to
the subordination provisions contained therein), (ii) Subordinated
Indebtedness to the extent permitted under Section 7.2.1.1(ii)(y) and
(iii) any other subordinated Indebtedness of the Loan Parties provided
that such Indebtedness is subordinated to the Indebtedness under the Loan
Documents on typical market terms for similar subordinated Indebtedness
(including maturity dates which extend beyond 365 days after the Expiration
Date, appropriate standstill provisions and the like), acceptable to, and
approved in writing by, the Administrative Agent.


 


21

















 


Subsidiary of any Person at any time shall mean (i) any
corporation or trust of which 50% or more (by number of shares or number of
votes) of the outstanding capital stock or shares of beneficial interest
normally entitled to vote for the election of one or more directors or trustees
(regardless of any contingency which does or may suspend or dilute the voting
rights) is at such time owned directly or indirectly by such Person or one or
more of such Person’s Subsidiaries, or (ii) any partnership of which such
Person is a general partner or of which 50% or more of the partnership
interests is at the time directly or indirectly owned by such Person or one or
more of such Person’s Subsidiaries, (iii) any limited liability company of
which such Person is a managing member or of which 50% or more of the limited
liability company interests is at the time directly or indirectly owned by such
Person or one or more of such Person’s Subsidiaries, or (iv) any
corporation, trust, partnership, limited liability company or other entity
which is controlled or capable of being controlled by such Person or one or
more of such Person’s Subsidiaries.


 


Subsidiary
Shares shall have
the meaning assigned to that term in Section 5.1.3.


 


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


 


Swing
Loan Conversion Date
shall have the meaning assigned to such term in Section 2.9.4.


 


Swing
Loan Note shall
have the meaning assigned to such term in Section 2.9.3.


 


Swing
Loan Repayment Date
shall have the meaning assigned to such term in Section 2.9.2.


 


Swing
Loan Request
shall mean a request for Swing Loans made in accordance with Section 2.9.2.


 


Swing
Loans shall have
the meaning assigned to such term in Section 2.9.1.


 


Syndication
Agent shall mean Bank of
America, N.A., and
its successors and assigns, as Syndication Agent.


 


TGI shall have the meaning assigned to such
term in the introductory paragraph of this Agreement.


 


Total
Leverage Ratio
shall mean, for any date of determination, the ratio of Consolidated Total Net
Indebtedness as of such date to Consolidated Adjusted EBITDA for the four
fiscal quarters then ended.


 


Transferor
Bank shall mean
the selling Bank pursuant to an Assignment and Assumption Agreement.


 


USA
Patriot Act shall
mean the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as
the same has been, or shall hereafter be, renewed, extended, amended or
replaced.


 


22

















 


1.2                                 Construction.


 


Unless
the context of this Agreement otherwise clearly requires, the following rules of
construction shall apply to this Agreement and each of the other Loan
Documents:


 


1.2.1                        Number; Inclusion.


 


references
to the plural include the singular, the plural, the part and the whole; “or”
has the inclusive meaning represented by the phrase “and/or,” and “including”
has the meaning represented by the phrase “including without limitation”;


 


1.2.2                        Determination.


 


references
to “determination” of or by the Administrative Agent or the Banks shall be
deemed to include good-faith estimates by the Administrative Agent or the Banks
(in the case of quantitative determinations) and good-faith beliefs by the
Administrative Agent or the Banks (in the case of qualitative determinations)
and such determination shall be conclusive absent manifest error;


 


1.2.3                        Administrative Agent’s Discretion and
Consent.


 


whenever
the Administrative Agent or the Banks are granted the right herein to act in
its or their sole discretion or to grant or withhold consent such right shall
be exercised in good-faith;


 


1.2.4                        Documents Taken as a Whole.


 


the
words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this
Agreement or any other Loan Document refer to this Agreement or such other Loan
Document as a whole and not to any particular provision of this Agreement or
such other Loan Document;


 


1.2.5                        Headings.


 


the
section and other headings contained in this Agreement or such other Loan
Document and the Table of Contents (if any), preceding this Agreement or such
other Loan Document are for reference purposes only and shall not control or
affect the construction of this Agreement or such other Loan Document or the
interpretation thereof in any respect;


 


1.2.6                        Implied References to this Agreement.


 


article,
section, subsection, clause, schedule and exhibit references are to this
Agreement or other Loan Document, as the case may be, unless otherwise
specified;


 


1.2.7                        Persons.


 


reference
to any Person includes such Person’s successors and assigns but, if applicable,
only if such successors and assigns are permitted by this Agreement or other
Loan Document, as the case may be, and reference to a Person in a particular
capacity excludes such Person in any other capacity;


 


23

















 


1.2.8                        Modifications to Documents.


 


reference
to any agreement (including this Agreement and any other Loan Document together
with the schedules and exhibits hereto or thereto), document or instrument
means such agreement, document or instrument as amended, modified, replaced,
substituted for, superseded or restated;


 


1.2.9                        From, To and Through.


 


relative
to the determination of any period of time, “from” means “from and including,” “to”
means “to but excluding,” and “through” means “through and including”; and


 


1.2.10                  Shall; Will.


 


references
to “shall” and “will” are intended to have the same meaning.


 


1.3                                 Accounting Principles.


 


Where
the character or amount of any asset or liability or item of income or expense
is required to be determined or any consolidation or other accounting
computation is required to be made for the purposes of this Agreement, this
shall be done in accordance with GAAP as in effect on the Closing Date, to the
extent applicable, except as otherwise expressly provided in this Agreement. If
there are any changes in GAAP after the Closing Date that would affect the
computation of the financial covenants in Sections 7.2.15, 7.2.16 and 7.2.17,
such changes shall only be followed, with respect to such financial covenants,
from and after the date this Agreement shall have been amended to take into
account any such changes.


 


2.                                       REVOLVING CREDIT FACILITY


 


2.1                                 Revolving Credit Commitments.


 


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 Borrowers 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 Borrowers may
borrow, repay and reborrow pursuant to this Section 2.1.


 


24

















 


2.1.2                        Right to Increase Commitments.


 


Provided that there is no
Event of Default or Potential Default, if the Borrowers wish to increase the
Revolving Credit Commitments, TGI, as agent for the Borrowers, shall notify the
Administrative Agent thereof, provided that any such increase shall be in a
minimum of $10,000,000 and the aggregate of all such increases shall not exceed
$50,000,000.  Each
Bank shall have the right at any time within thirty (30) days following such
notice to increase its respective Revolving Credit Commitment so as to provide
such added commitment pro rata in accordance with such Bank’s Ratable Share,
and any portion of such requested increase which is not provided by any Bank
shall be available to the other Banks, and thereafter, to the extent not
provided by the Banks, to any additional bank proposed by TGI, which is
approved by the Administrative Agent (which approval shall not be unreasonably
withheld) and which becomes a party to this Agreement pursuant to Section 10.11.  In the event of any such increase in the
aggregate Revolving Credit Commitments effected pursuant to the terms of this
subsection 2.1.2, new Notes shall, to the extent necessary, be executed and
delivered by the Borrowers in exchange for the surrender of the existing Notes.


 


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 Borrowers 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 obligations hereunder shall not affect the
Obligations of the Borrowers to any other party nor the several obligations of
the other Banks to the Borrowers; nor shall any other party be liable for the
failure of such Bank to perform its obligations hereunder.  Without in any way limiting the immediately
preceding sentence, on condition that a Non-Fronting Bank first advances to the
Fronting Bank the Dollar Equivalent of such Non-Fronting Bank’s Ratable Share
of a Revolving Credit Loan denominated in an Optional Currency and is otherwise
in compliance with the provisions of this Agreement relating to Non-Fronting
Banks, the Fronting Bank shall fund the Ratable Share of  such Revolving Credit Loan denominated in an
Optional Currency on behalf of Non-Fronting Bank.  The Banks shall have no obligation to make
Revolving Credit Loans hereunder on or after the Expiration Date.


 


2.3                                 Commitment Fees.


 


Accruing
from the date hereof until the Expiration Date, the Borrowers agree 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, in each case, as determined for the immediately
preceding fiscal quarter (or shorter period commencing with the Closing Date or
ending with the Expiration Date); provided, however, that any Commitment Fee


 


25
















 


accrued with respect to the Revolving Credit
Commitment of a Defaulting Bank during the period prior to the time such Bank
became a Defaulting Bank and unpaid at such time shall not be payable by the
Borrowers so long as such Bank is a Defaulting Bank except to the extent that
such Commitment Fee shall otherwise have been due and payable by the Borrowers
prior to such time; and provided further that no Commitment Fee shall accrue on
the Revolving Credit Commitment of a Defaulting Bank so long as such Bank is a
Defaulting Bank.  All Commitment Fees
shall be payable quarterly in arrears on the first Business Day of each
October, January, April and July for the immediately  preceding quarter 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.


 


2.4                                 Revolving Credit Loan Requests.


 


Except
as otherwise provided herein, TGI, on behalf of the Borrowers 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 $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 Borrowers are 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 TGI (i) fails to specify an interest rate option to be
applicable to a Borrowing Tranche of Loans, the Borrowers 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.


 


26

















 


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 Borrowers 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.


 


2.6                                 Revolving Credit Notes.


 


The
Obligation of the Borrowers to repay the aggregate unpaid principal amount of
the Revolving Credit Loans made by each Bank, together with interest thereon,
shall be evidenced by a Revolving Credit Note dated the Closing Date payable to
the order of such Bank in a face amount equal to the Revolving Credit
Commitment of such Bank.


 


2.7                                 Use of Proceeds.


 


The
proceeds of the Revolving Credit Loans shall be used for the purpose of
refinancing existing indebtedness, including the obligations under the 2005
Credit Agreement, and for general corporate purposes, including acquisitions
permitted hereunder.


 


2.8                                 Letter of Credit Subfacility.


 


2.8.1                        Issuance of Letters of Credit.


 


TGI, as
agent for the Borrowers, 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 or a non-Loan
Party Subsidiary 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 as of the Closing Date
under the 2005 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 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 


 


27

















 


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.


 


Notwithstanding any other provision hereof, the
Administrative Agent shall not be required to issue any Letter of Credit, if
any Bank is at such time a Defaulting Bank hereunder, unless Administrative
Agent has entered into satisfactory arrangements with the Borrowers or such
Bank to eliminate the Administrative Agent’s 
risk with respect to such Bank (it being understood that the
Administrative Agent would consider the Borrowers providing cash collateral to
the Administrative Agent, for the benefit of the Administrative Agent as issuer
of Letters of Credit, to secure the Defaulting Bank’s Ratable Share of the
Letter of Credit a satisfactory arrangement.


 


2.8.2                        Letter of Credit Fees.


 


The
Borrowers 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 360 days, 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 for the
immediately preceding fiscal quarter (or shorter period commencing with
the  Closing Date and or ending on the
Expiration Date) 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 Borrowers 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.


 


2.8.3                        Disbursements, Reimbursement.


 


2.8.3.1               Immediately upon the issuance of each Letter of
Credit, each Bank shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Administrative Agent a
participation in such Letter of Credit and each drawing thereunder in an amount
equal to such Bank’s Ratable Share of the maximum amount available to be drawn
under such Letter of Credit and the amount of such drawing, respectively.


 


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 TGI, as agent for the Borrowers.  Provided that it shall have received such
notice, the Borrowers 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 Borrowers fail to reimburse
the Administrative Agent for the full Dollar Equivalent amount of any drawing
under any Letter of 


 


28

















 


Credit by 12:00 noon, Pittsburgh time, on the Drawing
Date, the Administrative Agent will promptly notify each Bank thereof, and the
Borrowers 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.


 


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 Borrowers
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 Borrowers under the Base Rate
Option in whole or in part as contemplated by Section 2.8.3.2, because of
the Borrowers’ 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 Borrowers 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.


 


2.8.4                        Repayment of Participation Advances.


 


2.8.4.1               Upon (and only upon) receipt by the Administrative
Agent for its account of immediately available funds from the Borrowers (i) in
reimbursement of any payment made by the Administrative Agent under the Letter
of Credit with respect to which any Bank has made a Participation Advance to the
Administrative Agent, or (ii) in payment of interest on such a payment
made by the Administrative Agent under such a Letter of Credit, the
Administrative 


 


29

















 


Agent will pay to each Bank, in the same funds as
those received by the Administrative Agent, the amount of such Bank’s Ratable
Share of such funds, except the Administrative Agent shall retain the amount of
the Ratable Share of such funds of any Bank that did not make a Participation
Advance in respect of such payment by Administrative Agent.


 


2.8.4.2               If the Administrative Agent is required at any time to
return to any Loan Party, or to a trustee, receiver, liquidator, custodian, or
any official in any Insolvency Proceeding, any portion of the payments made by
any Loan Party to the Administrative Agent pursuant to Section 2.8.4.1 in
reimbursement of a payment made under the Letter of Credit or interest or fee
thereon, each Bank shall, on demand of the Administrative Agent, forthwith
return to the Administrative Agent the amount of its Ratable Share of any
amounts so returned by the Administrative Agent plus interest thereon from the
date such demand is made to the date such amounts are returned by such Bank to
the Administrative Agent, at a rate per annum equal to the Federal Funds
Effective Rate in effect from time to time.


 


2.8.5                        Documentation.


 


Each Loan Party agrees to be bound by the terms of the
Administrative Agent’s application and agreement for letters of credit and the
Administrative Agent’s written regulations and customary practices relating to
letters of credit, though such interpretation may be different from such Loan
Party’s own.  In the event of a conflict
between such application or agreement and this Agreement, this Agreement shall
govern.  It is understood and agreed
that, except in the case of gross negligence or willful misconduct, the
Administrative Agent shall not be liable for any error, negligence and/or
mistakes, whether of omission or commission, in following any Loan Party’s instructions
or those contained in the Letters of Credit or any modifications, amendments or
supplements thereto.


 


2.8.6                        Determinations to Honor Drawing Requests.


 


In determining whether to honor any request for
drawing under any Letter of Credit by the beneficiary thereof, the
Administrative Agent shall be responsible only to determine that the documents
and certificates required to be delivered under such Letter of Credit have been
delivered and that they comply on their face with the requirements of such Letter
of Credit.


 


2.8.7                        Nature of Participation and Reimbursement
Obligations.


 


Each Bank’s obligation in accordance with this
Agreement to make the Revolving Credit Loans or Participation Advances, as
contemplated by Section 2.8.3, as a result of a drawing under a Letter of
Credit, and the Obligations of the Borrowers to reimburse the Administrative
Agent upon a draw under a Letter of Credit, shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms
of this Section 2.8 under all circumstances, including the following
circumstances:


 


(i)                                     any set-off, counterclaim, recoupment,
defense or other right which such Bank may have against the Administrative
Agent or any of its Affiliates, any Borrower or any other Person for any reason
whatsoever;


 


30

















 


(ii)                                  the failure of any Loan Party or any
other Person to comply, in connection with a Letter of Credit Borrowing, with
the conditions set forth in Section 2.1 [Revolving Credit Commitments],
2.5 [Revolving Credit Loan Requests], 2.6 [Making Revolving Credit Loans] or
6.2 [Each Additional Loan] or as otherwise set forth in this Agreement for the
making of a Revolving Credit Loan, it being acknowledged that such conditions
are not required for the making of a Letter of Credit Borrowing and the
obligation of the Banks to make Participation Advances under Section 2.8.3;


 


(iii)                               any lack of validity or enforceability of
any Letter of Credit;


 


(iv)                              any claim of breach of warranty that
might be made by any Loan Party or any Bank against any beneficiary of a Letter
of Credit, or the existence of any claim, set-off, recoupment, counterclaim,
cross-claim, defense or other right which any Loan Party or any Bank may have
at any time against a beneficiary, successor beneficiary any transferee or
assignee of any Letter of Credit or the proceeds thereof (or any Persons for
whom any such transferee may be acting), the Administrative Agent or its
Affiliates or any Bank or any other Person or, whether in connection with this
Agreement, the transactions contemplated herein or any unrelated transaction
(including any underlying transaction between any Loan Party or Subsidiaries of
a Loan Party and the beneficiary for which any Letter of Credit was procured);


 


(v)                                 the lack of power or authority of any
signer of (or any defect in or forgery of any signature or endorsement on) or
the form of or lack of validity, sufficiency, accuracy, enforceability or
genuineness of any draft, demand, instrument, certificate or other document
presented under or in connection with any Letter of Credit, or any fraud or
alleged fraud in connection with any Letter of Credit, or the transport of any
property or provisions of services relating to a Letter of Credit, in each case
even if the Administrative Agent or any of the Administrative Agent’s
Affiliates has been notified thereof;


 


(vi)                              payment by the Administrative Agent or
any of its Affiliates under any Letter of Credit against presentation of a
demand, draft or certificate or other document which does not comply with the
terms of such Letter of Credit;


 


(vii)                           the solvency of, or any acts of omissions
by, any beneficiary of any Letter of Credit, or any other Person having a role
in any transaction or obligation relating to a Letter of Credit, or the
existence, nature, quality, quantity, condition, value or other characteristic
of any property or services relating to a Letter of Credit;


 


(viii)                        any failure by the Administrative Agent
or any of Administrative Agent’s Affiliates to issue any Letter of Credit in
the form requested by any Loan Party, unless the Administrative Agent has
received written notice from such Loan Party of such failure within three
Business Days after the Administrative Agent shall have furnished such Loan
Party a copy of such Letter of Credit and such error is material and no drawing
has been made thereon prior to receipt of such notice;


 


(ix)                                any adverse change in the business,
operations, properties, assets, condition (financial or otherwise) or prospects
of any Loan Party or Subsidiaries of a Loan Party;


 


31

















 


(x)                                   any breach of this Agreement or any other
Loan Document by any party thereto;


 


(xi)                                the occurrence or continuance of an
Insolvency Proceeding with respect to any Loan Party;


 


(xii)                             the fact that an Event of Default or a
Potential Default shall have occurred and be continuing;


 


(xiii)                          the fact that the Expiration Date shall
have passed or this Agreement or the Commitments hereunder shall have been
terminated; and


 


(xiv)                         any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing.


 


2.8.8                        Indemnity.


 


In addition to amounts payable as provided in Section 9.5
[Reimbursement of Administrative Agent by Borrowers, Etc.],  the
Borrowers hereby agree to protect, indemnify, pay and save harmless the
Administrative Agent and any of Administrative Agent’s Affiliates that has
issued a Letter of Credit from and against any and all claims, demands,
liabilities, damages, taxes, penalties, interest, judgments, losses, costs,
charges and expenses (including reasonable fees, expenses and disbursements of
counsel and allocated costs of internal counsel) which the Administrative Agent
or any of Administrative Agent’s Affiliates may incur or be subject to as a
consequence, direct or indirect, of the issuance of any Letter of Credit, other
than as a result of (A) the gross negligence or willful misconduct of the
Administrative Agent as determined by a final judgment of a court of competent
jurisdiction or (B) the wrongful dishonor by the Administrative Agent or
any of Administrative Agent’s Affiliates of a proper demand for payment made
under any Letter of Credit, except if 
such dishonor resulted from any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
governmental authority (all such acts or omissions herein called “Governmental
Acts”).


 


2.8.9                        Liability for Acts and Omissions.


 


As between any Loan Party and the Administrative Agent,
or the Administrative Agent’s Affiliates, such Loan Party assumes all risks of
the acts and omissions of, or misuse of the Letters of Credit by, the
respective beneficiaries of such Letters of Credit.  In furtherance and not in limitation of the
foregoing, the Administrative Agent shall not be responsible for any of the
following including any losses or damages to any Loan Party or other Person or
property relating therefrom:  (i) the
form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for an
issuance of any such Letter of Credit, even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate, fraudulent or forged
(even if the Administrative Agent or the Administrative Agent’s Affiliates
shall have been notified thereof); (ii) the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign any
such Letter of Credit or the rights or benefits thereunder or proceeds thereof,
in whole or in part, which may prove to be invalid or ineffective for any
reason; (iii) the failure of the beneficiary of any such Letter of Credit,
or any other party to which such Letter of Credit may be transferred, to comply



 


32

















 


fully with any conditions required in order to draw
upon such Letter of Credit or any other claim of any Loan Party against any
beneficiary of such Letter of Credit, or any such transferee, or any dispute
between or among any Loan Party and any beneficiary of any Letter of Credit or
any such transferee; (iv) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) errors in interpretation
of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by
the beneficiary of any such Letter of Credit of the proceeds of any drawing
under such Letter of Credit; or (viii) any consequences arising from
causes beyond the control of the Administrative Agent or the Administrative
Agent’s Affiliates, as applicable, including any Governmental Acts, and none of
the above shall affect or impair, or prevent the vesting of, any of the
Administrative Agent’s or the Administrative Agent’s Affiliates rights or
powers hereunder.  Nothing in the
preceding sentence shall relieve the Administrative Agent from liability for
the Administrative Agent’s gross negligence or willful misconduct in connection
with actions or omissions described in such clauses (i) through (viii) of
such sentence.  In no event shall the Administrative
Agent or the Administrative Agent’s Affiliates be liable to any Loan Party for
any indirect, consequential, incidental, punitive, exemplary or special damages
or expenses (including without limitation attorneys’ fees), or for any damages
resulting from any change in the value of any property relating to a Letter of
Credit.


 


Without limiting the generality of the foregoing, the
Administrative Agent and each of its Affiliates (i) may rely on any oral
or other communication believed in good faith by the Administrative Agent or
such Affiliate to have been authorized or given by or on behalf of the
applicant for a Letter of Credit, (ii) may honor any presentation if the
documents presented appear on their face substantially to comply with the terms
and conditions of the relevant Letter of Credit; (iii) may honor a
previously dishonored presentation under a Letter of Credit, whether such
dishonor was pursuant to a court order, to settle or compromise any claim of
wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the
same extent as if such presentation had initially been honored, together with
any interest paid by the Administrative Agent or its Affiliate; (iv) may
honor any drawing that is payable upon presentation of a statement advising
negotiation or payment, upon receipt of such statement (even if such statement
indicates that a draft or other document is being delivered separately), and
shall not be liable for any failure of any such draft or other document to
arrive, or to conform in any way with the relevant Letter of Credit; (v) may
pay any paying or negotiating bank claiming that it rightfully honored under
the laws or practices of the place where such bank is located; and (vi) may
settle or adjust any claim or demand made on the Administrative Agent or its
Affiliate in any way related to any order issued at the applicant’s request to
an air carrier, a letter of guarantee or of indemnity issued to a carrier or
any similar document (each an “Order”) and honor any drawing in connection with
any Letter of Credit that is the subject to such Order, notwithstanding that
any drafts or other documents presented in connection with such Letter of
Credit fail to conform in any way with such Letter of Credit.


 


In furtherance and extension and not in limitation of
the specific provisions set forth above, any action taken or omitted by the
Administrative Agent or the Administrative Agent’s Affiliates under or in
connection with the Letters of Credit issued by it or any documents and certificates
delivered thereunder, if taken or omitted in good faith, shall not 


 


33

















 


put the Administrative Agent or the Administrative
Agent’s Affiliates under any resulting liability to the Borrowers or any Bank.


 


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 (the “Swing Loans”) to the Borrowers 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 TGI, as
agent for the Borrowers, 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
aggregate Dollar Equivalent Revolving Facility Usage would exceed the aggregate
amount of the Revolving Credit Commitments of all of the Banks or (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.  Within the foregoing limits, the Borrowers
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 TGI, on behalf of the
Borrowers, and PNC Bank at the time such Swing Loan is made or, absent such an
agreement, at the Base Rate.


 


2.9.2                        Swing Loan Request.


 


TGI,
as agent for the Borrowers, 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  specifying (i)  the amount to
be borrowed, (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 TGI’s request for such Swing Loan, make such Swing Loan by
crediting any Borrower’s deposit account with PNC Bank.


 


2.9.3                        Swing Loan Note.


 


The
obligation of the Borrowers to repay the Swing Loans shall be evidenced by a
promissory note of the Borrowers dated the date hereof, payable to the order of
PNC Bank in the principal amount of the Swing Loan Commitment and substantially
in the form of Exhibit 1.1(S)(2) (as amended, supplemented or
otherwise modified from time to time, the “Swing Loan Note”).


 


34

















 


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 TGI,
on behalf of the Borrowers, shall have notified the Administrative Agent prior
to 11:00 a.m., Pittsburgh time, on such Swing Loan Conversion Date that
the Borrowers intend to repay such Swing Loan with funds other than the
proceeds of a Revolving Credit Loan, the Borrowers 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 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 Borrowers 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
Borrowers 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.  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


 


35
















 


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 any of the Borrowers 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 Borrowers
subject to the procedures for repaying Banks set forth in this Section 2.9.5
and the provisions of Section 4.


 


2.9.6                        Termination.


 


In the event the
Revolving Credit Commitments are terminated in accordance with the terms
hereof, the Swing Loan Commitment shall also be terminated automatically.  In the event the Borrowers reduce the
Revolving Credit Commitments to less than the Swing Loan Commitment, the Swing
Loan Commitment shall immediately be reduced to an amount equal to the
Revolving Credit Commitment.  In the
event the Borrowers reduce the Revolving Credit Commitments to less than the
outstanding principal amount of the Swing Loans, the Borrowers shall
immediately repay the amount by which the outstanding Swing Loans exceeds the
Swing Loan Commitment as so reduced plus accrued interest thereon.


 


2.9.7                        Minimum Amounts.


 


At no time shall
there be more than one (1) outstanding Swing Loan, except as to Swing
Loans made pursuant to Section 2.9.9. 
Each Swing Loan shall be in an original principal amount of $25,000,
except as to Swing Loans made pursuant to Section 2.9.9, as to which there
shall be no minimum.


 


2.9.8                        Prepayment.


 


The Borrowers
shall have the right at any time and from time to time to prepay the Swing
Loans, in whole or in part, without premium or penalty (but in any event
subject to Section 4.5.2), upon prior written, facsimile or telephonic
notice to PNC Bank given by TGI on the Borrowers’ behalf no later than 11:00 a.m.,
Pittsburgh time, on the date of any proposed prepayment.  Each notice of prepayment shall specify the
Swing Loan to be prepaid and the amount to be prepaid, shall be irrevocable and
shall commit the Borrowers to prepay such amount on such date, with accrued
interest thereon and any other amounts owed hereunder.


 


2.9.9                        Swing Loans Under Cash Management
Agreements.


 


In addition to
making Swing Loans pursuant to the foregoing provisions of this Section 2.9.9,
without the requirement for a specific request from the Borrowers pursuant to Section 2.9.2,
PNC Bank may make Swing Loans to the Borrowers in accordance with the
provisions of the agreements between TGI and PNC Bank relating to TGI’s
deposit, sweep and other accounts at PNC Bank and related arrangements and
agreements regarding the management and investment of TGI’s cash assets as in
effect from time to time (the “Cash Management Agreements”) to the
extent of the daily aggregate net negative balance in TGI’s accounts which are
subject to the provisions of the Cash Management Agreements.  Swing Loans made pursuant


 


36

















 


to this Section 2.9.9 in accordance with the provisions of the
Cash Management Agreements shall (i) be subject to the limitations as to
aggregate amount set forth in Section 2.9.1, (ii) not be subject to
the limitations as to number or individual amount set forth in Sections 2.9.7
or the repayment provisions of Section 2.9.4, (iii) be payable by the
Borrowers, both as to principal and interest, at the times set forth in the
Cash Management Agreements (but in no event later than the Expiration Date), (iv) not
be made at any time after PNC Bank has received written notice of the
occurrence of a Potential Default or Event of Default, (v) if not repaid
by the Borrowers in accordance with the provisions of the Cash Management
Agreements, be subject to each Bank’s obligation to purchase participating
interests therein pursuant to Section 2.9.5, and (vi) except as
provided in the foregoing subsections (i) through (v), be subject to all
of the terms and conditions of this Section 2.9. The Borrowers acknowledge
and agree that each Borrower materially benefits from the arrangements made
pursuant to this Section 2.9.9 and the Cash Management Agreements, and
each Borrower shall be jointly and severally liable, subject to Section 10.20,
for all Obligations, including without limitation, those arising from the
operation of this Section 2.9.9.


 


2.9.10                Nature of Obligations.


 


Each Bank’s obligation to purchase participating interests pursuant to Section 2.9.5
in the event that the Borrowers shall fail to repay PNC Bank as provided in Section 2.9.4 in the amount required under such Section shall
be absolute and unconditional and shall not be affected by any circumstance
including, without limitation, (i) any set-off, counterclaim, recoupment,
defense or other right which such Bank may have against any other Bank or any
Borrower, or any Borrower may have against any Bank or any other Person, as the
case may be, for any reason whatsoever; (ii) the occurrence or continuance
of a Potential Default or Event of Default; (iii) any adverse change in the
condition (financial or otherwise) of any of the Borrowers; (iv) any
breach of his Agreement by any party hereto; (v) the failure to satisfy
any condition to the making of any Loan hereunder; or (vi) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.


 


2.9.11                Indemnity.


 


Each Bank shall
ratably in accordance with its Ratable Share, indemnify PNC Bank, its
affiliates and their respective directors, officers, agents and employees (to
the extent not reimbursed by the Borrowers) against any cost, expense
(including reasonable counsel fees and expenses), claim, demand, action, loss
or liability (except any of the foregoing that results from the indemnitees’
gross negligence or willful misconduct) that such indemnities may suffer or
incur in connection with this Section 2.9 or any action taken or omitted
by such indemnities hereunder.


 


2.10                           Utilization of Commitments in Optional Currencies.


 


2.10.1                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
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


 


37

















 


of Credit Outstanding denominated in an Optional Currency as of the
last Business Day of each month, and (iii) outstanding Revolving Credit
Loans denominated in an Optional Currency as of the end of each Interest Period
or on any other Business Day selected by the Administrative Agent and as
frequently as the Administrative Agent desires, in the case of Revolving Credit
Loans, in consultation with the Fronting Bank (each such date under clauses (i) through
(iii), a “Computation Date”).


 


2.10.2                  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
Borrowers which are denominated in an Optional Currency if any Bank (other than
a Non-Fronting 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 because (i) the making,
maintenance or funding of such Optional Currency Loan 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) after making all reasonable efforts, deposits of the
relevant amount in the relevant Optional Currency for the relevant Interest
Period are not available to such Bank with respect to such Loan in the London
interbank market.  In the event the
Administrative Agent receives a timely notice from a Bank pursuant to the
preceding sentence, the Administrative Agent will notify TGI, as agent for the
Borrowers, 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 TGI receives a notice described
in the preceding sentence, the Borrowers may, by notice from TGI 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 Borrowers, 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 Borrowers do 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 Optional Currency as provided in clause (b),
then (i) the Borrowers 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.


 


38

















 


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


 


If TGI, as agent
for the Borrowers, 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 (other than a
Non-Fronting 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 because (i) the making, maintenance or funding of
such Optional Currency Loan 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) after
making all reasonable efforts, deposits of the relevant amount in the relevant
Optional Currency for the relevant Interest Period are not available to such
Bank with respect to such Loan in the London interbank market.  In the event the Administrative Agent
receives a timely notice from a Bank pursuant to the preceding sentence, the
Administrative Agent will notify TGI, as agent for the Borrowers, 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 TGI 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 TGI, as agent for the Borrowers, 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.


 


2.10.4                Requests for Additional Optional Currencies.


 


TGI, on behalf of
the Borrowers, may deliver to the Administrative Agent and the Fronting Bank 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 (other than the Non-Fronting Banks) in the applicable
interbank market.  The Administrative
Agent will promptly notify the Fronting Bank and the Banks of any such request
promptly after the Administrative Agent receives such request.  The Administrative Agent, the Fronting Bank
and each Bank (other than the Non-Fronting Banks) may grant or accept such
request in their sole discretion.  The
Administrative Agent will promptly notify TGI of the acceptance or rejection by
the Administrative Agent, the Fronting Bank and each of the Banks of the
Borrowers’ request.  The requested
currency shall be approved as an Optional Currency hereunder only if the
Administrative Agent, the Fronting Bank and all of the Banks (other than the
Non-Fronting Banks) approve of the Borrowers’ request.


 


39

















 


2.11                           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 Optional Currency in which such Loan was made, provided, however, that if
it is impossible or illegal for the Borrowers to effect payment of a Loan in
the Optional Currency in which such Loan was made, or if the Borrowers default
in their 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
Dollar Equivalent, 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, the
Borrowers shall make such payment. In all events, whether described in such
clauses (i) through (iii), whether the Borrowers make such required
payments, or otherwise, and (a) the Borrowers, jointly and severally,
agree to hold each Bank (including, without limitation, the Fronting 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 and (b) each Non-Fronting Bank
agrees to hold the Fronting Bank harmless from and against any loss incurred by
the Fronting Bank arising from the cost to the Fronting Bank of any premium,
any costs of exchange, the cost of hedging and covering the Optional Currency
in which such Loan was originally made, for such Non-Fronting Bank, 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 the
Borrowers or Non-Fronting Banks hereunder, the Borrowers’ and Non-Fronting
Banks’ respective obligations under this Section 2.11 shall survive
termination of this Agreement.


 


2.12                           Optional Currency Amounts


 


Notwithstanding
anything contained herein to the contrary, the Administrative Agent may, with
respect to notices by TGI on behalf of the Borrowers 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 TGI and the Banks of such rounded
amounts and Borrowers’ request or notice shall thereby be deemed to reflect
such rounded amounts.


 


2.13                           Provisions Relating to Fronting of Optional Currency
Loans.


 


2.13.1                  Optional Currency Loan Fronting.


 


(i)                                     Any Bank that is incapable of obtaining
an Optional Currency in the ordinary course of business shall request in
writing to the Fronting Bank that the Fronting Bank accept such Bank as a
Non-Fronting Bank. Any such acceptance or rejection by the Fronting Bank of
such request shall be at the Fronting Bank’s sole and absolute discretion. If
the Fronting


 


40

















 


Bank elects to accept
such requesting Bank as a Non-Fronting Bank, the Fronting Bank shall indicate
the maximum Dollar Equivalent of aggregate Optional Currencies for which the
Fronting Bank will act as Fronting Bank for such Non-Fronting Bank, which
amount may be increased only upon written consent of the Fronting Bank, which
consent may be given or withheld at the Fronting Bank’s sole and absolute
discretion. The Fronting Bank’s agreement to act as Fronting Bank for a
Non-Fronting Bank may be subject to any condition, including without limitation,
the payment of fees and/or the granting of security, all of which shall be as
described in a separate agreement between the Fronting Bank and the
Non-Fronting Bank, which separate agreement, if any, together with this
Agreement shall govern the relationship between the Fronting Bank and such
Non-Fronting Bank, provided  however that any such separate
agreement shall not affect the Borrowers’ right and duties hereunder. Upon
written request from TGI, on behalf of the Borrowers, the Fronting Bank will
provide to TGI a list of all Non-Fronting Banks as of such date, together with
the maximum Dollar Equivalent which the Fronting Bank has agreed to front for
each.  As of the Closing Date, the
Non-Fronting Banks shall be those Banks set forth on Schedule 2.13.1 hereto
and the maximum Dollar Equivalent which the Fronting Bank has agreed to fund
for such Non-Fronting Bank shall be the amount set forth on such schedule
opposite the applicable Non-Fronting Bank’s name.  Notwithstanding anything else in this
Agreement or in any separate agreement with any Non-Fronting Bank to the
contrary, the Fronting Bank shall have no obligation to act as Fronting Bank
for any request for a Loan denominated in an Optional Currency made after the
Fronting Bank ceases to be the Administrative Agent hereunder.


 


(ii)                                  Upon receipt of notice from the
Administrative Agent to the Banks pursuant to Section 2.5 [Making
Revolving Credit Loans], with respect to the request for each Optional Currency
Loan, the Fronting Bank will determine the Dollar Equivalent amount of each
such Non-Fronting Bank’s Ratable Share of such Optional Currency Loan and will
notify the Administrative Agent and each Non-Fronting Bank (by 2:00 p.m.
two (2) Business Day prior to the date such Loan is to be borrowed)
thereof. Each Non-Fronting Bank shall make available to the Fronting Bank its
Ratable Share of the Optional Currency Loan in same day funds, on or before
11:00 a.m., Pittsburgh time, on the proposed Borrowing Date, except that
such Non-Fronting Bank shall remit its Ratable Share of such Loan in the Dollar
Equivalent of such Optional Currency Loan amount at prevailing market rates as
determined by the Fronting Bank and identified in the notice to such
Non-Fronting Bank provided above in this Section 2.13.1 (such required
payment, referred to herein as a “Currency Participation”). The Fronting Bank
shall have no obligation to make any advance of Optional Currencies on behalf
of a Non-Fronting Bank with respect to a Loan Request unless and until the
Fronting Bank has received the corresponding payment in immediately available
funds from the Non-Fronting Bank as described in the preceding sentence. Unless
the Fronting Bank shall have been notified by a Non-Fronting Bank (by no later
than 5:00 p.m. on the day that is two (2) Business Days prior to the
date such Optional Currency Loan is to be borrowed, that such Non-Fronting Bank
will not make available to the Fronting Bank the amount which would constitute
the Dollar Equivalent amount of such Non-Fronting Bank’s Ratable Share of the
requested Loan, the Fronting Bank may (but shall have no obligation to) assume
that such Non-Fronting Bank will make such amount available to the Fronting
Bank on the date the Fronting Bank makes such amount available to the Borrowers
and, in reliance upon such assumption, the Fronting Bank may make available to
the Administrative Agent a corresponding amount. The giving of any notification
referred to in the immediately preceding sentence by a Non-Fronting Bank shall
not relieve such Non-Fronting


 


41

















 


Bank of its obligation to
make the Dollar Equivalent amount of its Ratable Share of each Optional
Currency Loan hereunder. In the event that any Non-Fronting Bank fails to make
available to the Fronting Bank such Non-Fronting Bank’s Currency Participation
as provided herein, the Fronting Bank shall be entitled to recover such
Currency Participation on demand from such Non-Fronting Bank together with
interest thereon at a rate per annum equal to (a) for the first three (3) Business
Days after such demand, the Federal Funds Effective Rate, and (b) thereafter,
the rate then applicable to such Revolving Credit Loan for each day during the
period between the date such Currency Participation is required to be paid and
the date on which such Non-Fronting Bank makes such Currency
Participation.  If any Non-Fronting Bank
fails to timely pay to the Fronting Bank its Currency Participation, such
Non-Fronting Bank shall be deemed to have assigned to the Fronting Bank any and
all payments of principal and interest owing by the Borrowers to such
Non-Fronting Bank with respect to Loans made by such Non-Fronting Bank and any
other amount owing by the Borrowers to such Non-Fronting Bank under this
Agreement, in an amount equal to the Dollar Equivalent amount of the relevant
Currency Participation plus accrued interest thereon as provided in the
immediately preceding sentence.  The
failure of any Non-Fronting Bank to make a Currency Participation shall not
relieve any other Non-Fronting Bank of its obligations hereunder to make a
Currency Participation on the Borrowing Date or any Computation Date.


 


(iii)                               The Administrative Agent shall distribute
to the Fronting Bank all payments attributable to each Non-Fronting Bank’s Ratable
Share of each Optional Currency Loan fronted by the Fronting Bank which were
received by the Administrative Agent from the Borrowers as interest on or
repayment of such Optional Currency Loan when such payments are received, and
thereupon, the Fronting Bank shall promptly remit payment to each Non-Fronting
Bank which has paid all amounts payable by it under this Section 2.13.1
and Section 2.13.2 with respect to the Currency Participation, the Dollar
Equivalent of the portion of such payments so received from the Administrative
Agent in an amount which such Non-Fronting Bank would have received if it had
funded its Ratable Share of such Optional Currency Loan directly (subject to
any arrangements for compensation of the Fronting Bank by the Non-Fronting Bank
pursuant to a separate agreement among them).


 


(iv)                              Notwithstanding anything to the contrary
herein, each Non-Fronting Bank which has paid all amounts payable by it under
this Section 2.13.1 shall have a direct right to repayment from the
Borrowers of such Non-Fronting Bank’s Ratable Share of the Optional Currency
Loans made on behalf of such Non-Fronting Bank by the Fronting Bank under this Section 2.13,
subject to the procedures for repaying Non-Fronting Banks set forth in this Section 2.13
and the provisions of Section 4. 
Nothing contained in this Section 2.13.1 shall alter the Revolving
Credit Commitments of the Non-Fronting Banks hereunder or that such Commitments
are the several obligations of the Non-Fronting Banks which had made them, and
the Fronting Bank shall in no manner be obligated to or be responsible for any
Non-Fronting Bank’s Commitment.


 


2.13.2                  Settlement.


 


On each Computation Date
with respect to Optional Currency Loans, the Fronting Bank shall notify each
Non-Fronting Bank of the Dollar Equivalent of its Ratable Share of the total of
the Optional Currency Loans (each a “Required Share”). Prior to 11:00 a.m.,
Pittsburgh time, on


 


42

















 


such Computation Date,
each Non-Fronting Bank shall pay to the Fronting Bank the amount, if any, by
which its Required Share exceeded its then funded Currency Participations, and
the Fronting Bank shall pay to each Non-Fronting Bank the amount, if any, by
which such Non-Fronting Bank’s then funded Currency Participation exceeded its
Required Share (such payment herein called “Settlement”). The Fronting Bank
shall also effect Settlement in accordance with the foregoing sentence on the
proposed Borrowing Dates for Revolving Credit Loans denominated in an Optional
Currency and on Computation Dates and may at its option effect Settlement on
any other Business Day. These Settlement procedures are established solely as a
matter of administrative convenience, and nothing contained in this Section 2.13.2
shall relieve the Non-Fronting Banks of their obligations to fund Revolving
Credit Loans or Currency Participations on dates other than a Borrowing Date or
Computation Date pursuant to Section 2.10.1 or 2.13.1, as applicable.


 


2.13.3                  Non-Fronting Banks’ Obligations Absolute.


 


Each Non-Fronting
Bank’s obligation in accordance with this Agreement to participate in Optional
Currency Loans made by the Fronting Bank on behalf of such Non-Fronting Bank,
as contemplated by Section 2.13.1, and the Obligations of the Non-Fronting
Bank to indemnify the Fronting Bank for currency and other risks associated
with such Optional Currency Loans, as contemplated by Sections 2.11 and 2.13.4,
shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Section 2.13 under all
circumstances, including the following circumstances:


 


(i) any set-off,
counterclaim, recoupment, defense or other right which such Non-Fronting Bank
may have against the Fronting Bank or any of its Affiliates, any Borrower or
any other Person for any reason whatsoever;


 


(ii) the failure of
any Loan Party or any other Person to comply, in connection with a Revolving
Credit Loan, with the conditions set forth in Section 2.1 [Revolving
Credit Commitments], 2.4 [Revolving Credit Loan Requests], 2.5 [Making
Revolving Credit Loans] or 6.2 [Each Additional Loan] or as otherwise set forth
in this Agreement for the making of a Revolving Credit Loan, it being
acknowledged that such conditions are not required for the obligation of the
Non-Fronting Banks to participate in Optional Currency Loans under Section 2.13.1;


 


(iii) any claim of
breach of warranty that might be made by any Loan Party or any Bank against any
Loan Party, or the existence of any claim, set-off, recoupment, counterclaim,
cross-claim, defense or other right which any Bank may have at any time against
any Loan Party, the Administrative Agent or its Affiliates, the Fronting Bank
or any other Bank or any other Person or, whether in connection with this
Agreement, the transactions contemplated herein or any unrelated transaction;


 


(iv) the lack of
power or authority of any Person making a Loan Request (or any defect in or
forgery of any signature on) or the form of or lack of validity, sufficiency,
accuracy, enforceability or genuineness thereof, or any fraud or alleged fraud
in connection with any Optional Currency Loan, in each case even if the
Administrative Agent, the Fronting Bank or any of their respective Affiliates
has been notified thereof;


 


43

















 


(v) the solvency of,
or any acts of omissions by, any Loan Party, Fronting Bank or any other Person;


 


(vi) any failure by
the Administrative Agent, Fronting Bank or any of their respective Affiliates
to issue or provide any notice required hereunder;


 


(vii) any adverse
change in the business, operations, properties, assets, condition (financial or
otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party;


 


(viii) any breach of
this Agreement or any other Loan Document by any party thereto;


 


(ix) the occurrence
or continuance of an Insolvency Proceeding with respect to any Loan Party;


 


(x) the fact that an
Event of Default or a Potential Default shall have occurred and be continuing;


 


(xi) the fact that the
Expiration Date shall have passed or this Agreement or the Commitments
hereunder shall have been terminated; and


 


(xii) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing.


 


2.13.4                  Indemnity of Fronting Bank by Non-Fronting Bank and
the Borrowers.


 


In addition to
amounts payable as provided in Sections 9.5 [Reimbursement of
Administrative Agent by Borrowers, Etc.], 9.7 [Reimbursement and
Indemnification of Administrative Agent by Banks], and 2.11 [Currency Repayments],
as applicable,  each Borrower and each
Non-Fronting Bank hereby agrees to protect, indemnify, pay and save harmless
the Administrative Agent, the Fronting Bank and any of their respective
Affiliates in connection with the fronting of an Optional Currency Loan for a
Non-Fronting Bank from and against any and all claims, demands, liabilities,
damages, taxes, penalties, interest, judgments, losses, costs, charges and
expenses (including reasonable fees, expenses and disbursements of counsel and
allocated costs of internal counsel) and including, without limitation, costs,
expenses, losses and liabilities resulting from currency hedging in connection
with the provision of Loans in Optional Currencies and the early termination of
any contracts relating thereto (except in the case of such early termination,
where the repayment of the Loans in Optional Currencies are made on the last
day of the applicable Interest Period), which the Administrative Agent, the
Fronting Bank or any of Administrative Agent’s Affiliates may incur or be
subject to as a consequence, direct or indirect, of fronting such Loan (except
to the extent any of the foregoing results from the indemnitees’ gross
negligence or willful misconduct as determined in a final order by a court of
competent jurisdiction).


 


44

















 


3.                                       INTEREST RATES


 


3.1                                 Interest Rate Options.


 


The Borrowers
shall pay interest in respect of the outstanding unpaid principal amount of the
Loans as selected by them 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 Borrowers 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 ten (10) 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 Borrowers in such Optional
Currency.


 


3.1.1                        Revolving Credit Interest Rate Options.


 


The Borrowers 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 360
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.


 


3.1.2                        Rate Quotations.


 


TGI, on behalf of the
Borrowers, 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 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.


 


45
















 


3.2                                 Interest Periods.


 


At any time when the
Borrowers shall select, convert to or renew a Euro-Rate Option, TGI, on behalf
of the Borrowers, 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:


 


3.2.1                        Ending Date and Business Day.


 


Any Interest
Period which would otherwise end on a date which is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day;


 


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;


 


3.2.3                        Termination Before Expiration Date.


 


The Borrowers
shall not select, convert to or renew an Interest Period for any portion of the
Loans that would end after the Expiration Date; and


 


3.2.4                        Renewals.


 


In the case of the
renewal of a Euro-Rate Option at the end of an Interest Period, the first day
of the new Interest Period shall be the last day of the preceding Interest
Period, without duplication in payment of interest for such day.


 


3.3                                 Interest After Default.


 


To the extent
permitted by Law, upon the occurrence of an Event of Default and until such
time such Event of Default shall have been cured or waived and to the extent
the Administrative Agent at the request of the Required Banks (or PNC Bank
alone with respect to Swing Loans which are not converted to Revolving Credit
Loans) elect (which election may be made without prior notice to the
Borrowers):


 


3.3.1                        Letter of Credit Fees, Interest Rate.


 


The Letter of
Credit Fees and the rate of interest borne by each Loan shall be equal the sum
of (i) the interest rate per annum applicable under the Revolving Credit
Base Rate Option plus (ii) 2.0% per annum; and


 


46

















 


3.3.2                        Other Obligations.


 


Each other
Obligation hereunder if not paid when due shall bear interest at a rate per
annum equal to the sum of the rate of interest applicable under the Revolving
Credit Base Rate Option plus an additional 2.0% per annum from the time such
Obligation becomes due and payable and until it is paid in full.


 


3.3.3                        Acknowledgment.


 


Each Borrower
acknowledges that such increased rates reflect, among other things, the fact
that such Loans or other amounts have become a substantially greater risk given
their default status and that the Banks are entitled to additional compensation
for such risk; and, all such interest shall be payable by the Borrowers upon
demand by Administrative Agent.


 


3.4                                 Euro-Rate Unascertainable.


 


3.4.1                        Unascertainable.


 


If on any date on
which a Euro-Rate would otherwise be determined, the Administrative Agent shall
have determined that:


 


(i)                                     adequate and reasonable means do not
exist for ascertaining such Euro-Rate, or


 


(ii)                                  a contingency has occurred which
materially and adversely affects the London interbank eurodollar market
relating to the Euro-Rate, then the Administrative Agent shall have the rights
specified in Section 3.4.3.


 


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.


 


47

















 


3.4.3                        Administrative Agent’s and Banks’ Rights.


 


In the case of any event
specified in subsection 3.4.1 above, the Administrative Agent shall
promptly so notify the Banks and TGI, on behalf of the Borrowers, 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 TGI on behalf of the Borrowers.  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 Borrowers 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 TGI, on behalf of the
Borrowers, 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 TGI, on behalf of the Borrowers, has previously notified the Administrative
Agent of their 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
Borrowers shall, subject to the Borrowers’ 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 TGI, on behalf of the Borrowers, 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.


 


3.5                                 Selection of Interest Rate Options.


 


If the Borrowers fail 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 Borrowers 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.


 


4.                                       PAYMENTS


 


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


 


48

















 


Borrowers 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 Borrowers, 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.”


 


4.2                                 Pro Rata Treatment of Banks.


 


Each borrowing
shall be allocated to each Bank according to its Ratable Share, and each
selection of, conversion to or renewal of any Interest Rate Option and each
payment or prepayment by the Borrowers with respect to principal, interest,
Commitment Fees, Letter of Credit Fees, or other fees (except for the
Administrative Agent’s Fee) or amounts due from the Borrowers hereunder to the
Banks with respect to the Loans, shall (except as provided in Section 3.4.2
[Illegality; Increased Costs; Deposits not Available] in the case of an event
specified in Section 3.4.1 [Euro-Rate Unascertainable], 4.4 [Voluntary
Prepayments and Commitment Reductions] or 4.5 [Additional Compensation in
Certain Circumstances]) be made in proportion to the applicable Loans
outstanding from each Bank and, if no such Loans are then outstanding, in
proportion to the Ratable Share of each Bank. 
Notwithstanding any of the foregoing, each borrowing or payment,
repayment or prepayment by the Borrowers of principal, interest, fees or other
amounts from the Borrowers with respect to Swing Loans shall be made by or to
PNC Bank according to Section 2.9.


 


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


 


49

















 


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).


 


4.4                                 Voluntary Prepayments and Commitment Reductions.


 


4.4.1                        Right to Prepay.


 


The Borrowers
shall have the right at their 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, provided
however the Borrowers may otherwise prepay such Loans upon payment of
all amounts owing under Section 4.5.2 resulting from such prepayment,


 


(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
Borrowers desire to prepay any part of the Loans, TGI shall provide a
prepayment notice to the Administrative Agent on behalf of the Borrowers 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 Borrowers desire to prepay any part
of the Swing Loans TGI shall provide notice thereof on behalf of the Borrowers
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.


 


50

















 


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 Borrowers prepay a Loan but fails to specify the applicable Borrowing
Tranche which the Borrowers are 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 Currency Loans.  Any prepayment hereunder shall be subject to
the Borrowers’ obligation to indemnify the Banks under Section 4.5.2.


 


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, or fails to make its
Currency Participation and shall be deemed to have assigned its interest in the
Optional Currency Loan to the Fronting Bank, in either case, as set forth in Section 2.13,
(ii) becomes a Defaulting Bank or otherwise 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 Borrowers and obtained hereunder, (iv) becomes subject to the
control of an Official Body (other than normal and customary supervision), or (v) which
is not a Non-Fronting Bank, gives notice under Section 2.10.2 or Section 2.10.3,
or fails to fund an Optional Currency Loan, then the Borrowers shall have the
right at their 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 (v) receipt of such Bank’s notice
under Section 3.4.2 or 4.5.1, (w) the date such Bank has become a
Defaulting Bank or otherwise 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, (x) the date of
obtaining the consent which such Bank has not approved, (y) the date such
Bank became subject to the control of an Official Body, (z) receipt of
such Bank’s notice under Sections 2.10.2 or 2.10.3, as applicable; provided
that the Borrowers 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; provided further, in the event none of the Banks or
any replacement bank acquire the Commitments of the Defaulting Bank the
Borrower may terminate such Defaulting Bank’s Commitment and reduce the
aggregate Commitments of all of the Banks by the amount of such Defaulting Bank’s
terminated Commitment subject to the provisions (other than the pro rata
provisions) set for the in Section 4.4.3 below; provided that the
Borrowers shall prepay the Loans of the Defaulting Bank and any amount required
by Section 4.5 and any accrued interest due on such amount and any related
fees.  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.


 


51

















 


4.4.3                      Right to Reduce Commitments.


 


The Borrowers
shall have the right at their option from time to time to reduce permanently
the Revolving Credit Commitments upon at least one Business Day’s advance
notice to the Administrative Agent.  Each
such permanent reduction shall be in the minimum amount of $5,000,000 and shall
reduce the Revolving Credit Commitment of each Bank in proportion to its
Ratable Share.  Upon the effective date
of each permanent reduction in the Revolving Credit Commitments, the Borrowers
shall also prepay, with interest and with any additional compensation required
under Section 4.5.2, the amount (if any) by which the Revolving Facility
Usage at the time of the reduction exceeds the amount of the Revolving
Commitments as reduced.


 


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 TGI
on behalf of the Borrowers, 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 Borrowers or any other Loan
Party or the rights of the Administrative Agent or any Bank provided in this
Agreement.


 


4.5                                 Additional Compensation in Certain Circumstances.


 


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 Borrowers of principal, interest, Commitment Fees, or other
amounts due from the Borrowers hereunder or under the Notes (except for taxes
on the overall net income of such Bank),


 


(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


 


52

















 


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 TGI, as agent for the Borrowers, 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
Borrowers to such Bank ten (10) Business Days after such notice is given.


 


4.5.2                        Indemnity.


 


In addition to the
compensation required by subsection 4.5.1 of this Section 4.5, each
Borrower shall indemnify each Bank against all liabilities, losses or expenses
(including loss of margin, any loss or expense incurred in liquidating or
employing deposits from third parties and any loss or expense incurred in
connection with funds acquired by a Bank to fund or maintain Loans subject to
the Euro-Rate Option) which such Bank actually sustains or incurs as a
consequence of any


 


(i)                                     payment, prepayment, conversion or
renewal of any Loan to which the Euro-Rate Option applies on a day other than
the last day of the corresponding Interest Period (whether or not such payment
or prepayment is mandatory, voluntary or automatic and whether or not such
payment or prepayment is then due),


 


(ii)                                  attempt by any Borrower to revoke
(expressly, by later inconsistent notices or otherwise) in whole or part any
notice relating to Loan Requests under Section 2.4 or Section 3.2 or
prepayments under Section 4.4, or


 


(iii)                               default by any Borrower in the
performance or observance of any covenant or condition contained in this
Agreement or any other Loan Document, including any failure of the Borrowers to
pay when due (by acceleration or otherwise) any principal, interest, Commitment
Fee or any other amount due hereunder.


 


If any Bank
actually sustains or incurs any such loss or expense, it shall from time to
time notify TGI, as agent for the Borrowers, of the amount determined in
good-faith by such Bank (which determination may include such assumptions,
allocations of costs and expenses and averaging or attribution methods as such
Bank shall deem reasonable) to be necessary to indemnify such Bank for such
loss or expense.  Such notice shall set
forth in reasonable detail the basis for such determination.  Such amount shall be due and payable by the
Borrowers to such Bank ten (10) Business Days after such notice is given.


 


53

















 


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, or (iii) the
Dollar Equivalent of Letters of Credit Outstanding shall exceed $30,000,000, as
a result of a change in exchange rates between one (1) or more Optional
Currencies and Dollars, then the Administrative Agent shall notify TGI, as
agent for the Borrowers of the same.  The
Borrowers shall pay or prepay Loans (subject to Borrowers’ indemnity
obligations under Sections 4.4 [Voluntary Prepayments] and 4.5 [Additional
Compensation in Certain Circumstances]) within one (1) Business Day after
TGI receives 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, and (b) the Dollar Equivalent of
Loans in Optional Currencies shall not exceed $200,000,000.  With respect to the circumstance identified
in clause (iii) of the first sentence of this paragraph, the Borrowers
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], each 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.


 


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.


 


54

















 


4.8                                 Taxes.


 


4.8.1                        No Deductions.


 


All payments made
by the Borrowers 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 any 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) such Borrower shall make such deductions and (iii) the Borrowers
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, the
Borrowers agree 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.


 


Each 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 any Borrower, such 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 any Borrower, such Borrower shall, if so requested by a Bank, provide
a certificate of an officer of such Borrower to that effect.


 


4.8.5                        Survival.


 


Without prejudice
to the survival of any other agreement of the Borrowers hereunder, the
agreements and obligations of the Borrowers 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.


 


55
















 


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
the Borrowers in respect of any sum due from the Borrowers 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, each Borrower agrees, as a separate obligation and notwithstanding
any such judgment or payment, to indemnify such Bank against such loss.


 


5.             REPRESENTATIONS AND WARRANTIES


 


5.1                                 Representations and Warranties.


 


Each Borrower
represents and warrants to the Administrative Agent and each of the Banks as
follows:


 


5.1.1                        Organization and Qualification.


 


TGI and each
Subsidiary of TGI: (i) is a corporation or organized, validly existing and
in good standing under the laws of its jurisdiction of organization, (ii) has
the lawful power to own or lease its properties and to engage in the business
it presently conducts or proposes to conduct, and (iii) is duly licensed
or qualified and in good standing in each jurisdiction listed on Schedule
5.1.1 and in all other jurisdictions where the property owned or leased by
it or the nature of the business transacted by it or both makes such licensing
or qualification necessary, except with respect to each of (i) and (iii) above,
for exceptions which would not likely result in a Material Adverse Change.


 


5.1.2                        Capitalization and Ownership.


 


Schedule 5.1.2 states, as of the Closing Date, the
authorized capital stock of TGI, the issued and outstanding shares (referred to
herein as the “Shares”) of such stock, and the names of any parties
beneficially owning, individually or through affiliates, more than 5%
thereof.  All of the Shares have been
validly issued and are fully paid and nonassessable.  There 


 


56

















 


are no options, warrants or other rights outstanding to purchase any
such Shares except as indicated on the Annual Report.


 


5.1.3                        Subsidiaries.


 


Schedule 5.1.3 states, as of the Closing Date, the name
of each of TGI’s Subsidiaries, its jurisdiction of incorporation or
organization, its authorized capital stock, the issued and outstanding shares
(referred to herein as the “Subsidiary Shares”) and the owners thereof
if it is a corporation, its outstanding partnership interests (the “Partnership
Interests”) if it is a partnership and its outstanding limited liability
company interests, interests assigned to managers thereof and the voting rights
associated therewith (the “LLC Interests”) if it is a limited liability
company.  TGI and each Subsidiary of TGI
has good and marketable title to all of the Subsidiary Shares, Partnership
Interests and LLC Interests it purports to own, free and clear in each case of
any Lien.  All Subsidiary Shares,
Partnership Interests and LLC Interests have been validly issued, and all Subsidiary
Shares are fully paid and nonassessable. 
All capital contributions and other consideration required to be made or
paid in connection with the issuance of the Partnership Interests and LLC
Interests have been made or paid, as the case may be.  There are no options,  warrants
or other rights outstanding to purchase any such Subsidiary Shares, Partnership
Interests or LLC Interests except as indicated on Schedule 5.1.3.


 


5.1.4                        Power and Authority.


 


TGI and each other
Loan Party has full power to enter into, execute, deliver and carry out this
Agreement and the other Loan Documents to which it is a party, to incur the
Indebtedness contemplated by the Loan Documents and to perform its Obligations
under the Loan Documents to which it is a party, and all such actions have been
duly authorized by all necessary proceedings on its part.


 


5.1.5                        Validity and Binding Effect.


 


This Agreement has
been duly and validly executed and delivered by each Borrower, and each other
Loan Document which TGI or any other Loan Party is required to execute and
deliver on or after the date hereof will have been duly executed and delivered
by TGI and each other Loan Party on the required date of delivery of such Loan
Document.  This Agreement and each other
Loan Document to which any Borrower or any other Loan Party is a party
constitutes, or will constitute, legal, valid and binding obligations of each
such party, enforceable against each such party, in accordance with its terms,
except to the extent that enforceability of any of such Loan Document may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforceability of creditors’ rights generally or limiting
the right of specific performance.


 


5.1.6                        No Conflict.


 


Neither the
execution and delivery of this Agreement or the other Loan Documents by the
Borrowers and any other Loan Party nor the consummation of the transactions
herein or therein contemplated or compliance with the terms and provisions
hereof or thereof by them will conflict with, constitute a default under or
result in any breach of (i) the terms and conditions of the certificate of
incorporation, bylaws or other organizational documents of any 


 


57

















 


Borrower or any Subsidiary or (ii) any Law or of any material agreement,
instrument, order, writ, judgment, injunction or decree to which any Borrower
or any Subsidiary is a party or by which it is bound or to which it is subject,
or result in the creation or enforcement of any Lien, charge or encumbrance
whatsoever upon any property (now or hereafter acquired) of any Borrower or any
Subsidiary.


 


5.1.7                        Litigation.


 


Except as set
forth on Schedule 5.1.7, there are no actions, suits, proceedings or
investigations pending or, to the knowledge of any Borrower, threatened against
any Borrower or any Subsidiary of any Borrower at law or equity before any
Official Body which if adversely determined would, individually or in the
aggregate, be reasonably likely to result in any Material Adverse Change.  Neither the Borrowers nor any Subsidiaries of
any Borrower is in violation of any order, writ, injunction or any decree of
any Official Body which would reasonably be expected to result in any Material
Adverse Change.


 


5.1.8                        Title to Properties.


 


The real property
owned or leased by any Borrower and each Subsidiary of any Borrower is
described on Schedule 5.1.8.  Each
Borrower and each Subsidiary of each Borrower has good and marketable title to
or valid leasehold interests in all properties, assets and other rights which
it purports to own or lease or which are reflected as owned or leased on its
books and records, free and clear of all Liens and encumbrances except
Permitted Liens, and subject to the terms and conditions of the applicable
leases.  All leases of property are in
full force and effect without the necessity for any consent which has not
previously been obtained upon consummation of the transactions contemplated
hereby.


 


5.1.9                        Financial Statements.


 


(i)            Historical Statements.  TGI has delivered to the Administrative Agent
copies of its audited consolidated and unaudited consolidating year-end
financial statements for and as of the end of the fiscal year ended March 31,
2009 (the “Historical Statements”). 
The Historical Statements were compiled from the books and records
maintained by TGI’s management, are correct and complete and present fairly in
all material respects the financial condition of TGI and its Subsidiaries as of
their dates and the results of operations for the fiscal periods then ended and
have been prepared in accordance with GAAP consistently applied.


 


(ii)           Accuracy of Financial Statements.  No Borrower has any liabilities, contingent
or otherwise, or forward or long-term commitments that are not disclosed in the
Historical Statements or in the notes thereto, and except as disclosed therein
there are no unrealized or anticipated losses from any commitments of TGI or
any Subsidiary of TGI which would cause a Material Adverse Change.  Since March 31, 2009, no Material
Adverse Change has occurred.


 


5.1.10                  Margin Stock.


 


Neither TGI nor
any of its Subsidiaries engages or intends to engage principally, or as one of
its important activities, in the business of extending credit for the purpose, 


 


58

















 


immediately, incidentally or ultimately, of purchasing or carrying
margin stock (within the meaning of Regulation U).  No part of the proceeds of any Loan has been
or will be used, immediately, incidentally or ultimately, to purchase or carry
any margin stock or to extend credit to others for the purpose of purchasing or
carrying any margin stock or to refund Indebtedness originally incurred for
such purpose, or for any purpose which entails a violation of or which is
inconsistent with the provisions of Regulation U of the Board of Governors of
the Federal Reserve System.  Neither TGI
nor any of its Subsidiaries holds or intends to hold margin stock in such
amounts that more than 25% of the reasonable value of the assets of TGI or any
of its Subsidiaries are or will be represented by margin stock.


 


5.1.11                  Full Disclosure.


 


Neither this
Agreement nor any other Loan Document, nor any certificate, statement,
agreement or other documents furnished to the Administrative Agent or any Bank
in connection herewith or therewith, contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained herein and therein, in light of the circumstances under
which they were made, not misleading.  On
the Closing Date, there is no fact known to any Borrower which materially
adversely affects the business, property, assets, financial condition or
results of operations of such Borrower or any Subsidiary of such Borrower which
has not been set forth in this Agreement or in the certificates, statements,
agreements or other documents furnished in writing to the Administrative Agent
and the Banks prior to or at the date hereof in connection with the
transactions contemplated hereby.


 


5.1.12                  Taxes.


 


All federal,
state, local, foreign and other tax returns required to have been filed with
respect to TGI and each Subsidiary of TGI have been filed (subject to the
timely filing of any extensions therefor), and payment or adequate provision
has been made for the payment of all taxes, fees, assessments and other
governmental charges which have or may become due pursuant to said returns or
to assessments received, except to the extent that such taxes, fees,
assessments and other charges are being contested in good faith by appropriate
proceedings diligently conducted and for which such reserves or other
appropriate provisions, if any, as shall be required by GAAP shall have been
made.  Other than extensions of tax
return filing deadlines for which the Borrowers have applied in the ordinary
course of business, there are no agreements or waivers extending the statutory
period of limitations applicable to any federal income tax return of TGI or any
of its Subsidiaries for any period.


 


5.1.13                  Consents and Approvals.


 


No consent,
approval, exemption, order or authorization of, or a registration or filing
with, any Official Body or any other Person is required by any Law or any
agreement in connection with the execution, delivery and carrying out of this
Agreement and the other Loan Documents by any Borrower, except as listed on Schedule
5.1.13, all of which shall have been obtained or made on or prior to the
Closing Date except as otherwise indicated on Schedule 5.1.13.


 


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5.1.14                  No Event of Default; Compliance with
Instruments.


 


No event has
occurred and is continuing and no condition exists or will exist after giving
effect to the borrowings to be made on the Closing Date under the Loan
Documents which constitutes an Event of Default or Potential Default.  Neither any Borrower nor any of their
Subsidiaries is in violation of (i) any term of its certificate of
incorporation, bylaws, or other organizational documents or (ii) any
material agreement or instrument to which it is a party or by which it or any
of its properties may be subject or bound where such violation would constitute
a Material Adverse Change.


 


5.1.15                  Patents, Trademarks, Copyrights,
Licenses, Etc.


 


TGI and each
Subsidiary of TGI owns or possesses all the material patents, trademarks,
service marks, trade names, copyrights, licenses, registrations, franchises,
permits and rights necessary to own and operate its properties and to carry on
its business as presently conducted and planned to be conducted by TGI and its
Subsidiaries, without known conflict with the rights of others.


 


5.1.16                  Insurance.


 


All insurance
policies and other bonds to which TGI and each of its Subsidiaries is a party
are valid and in full force and effect. 
No notice has been given or claim made and no grounds exist to cancel or
avoid any of such policies or bonds or to reduce the coverage provided
thereby.  Such policies and bonds provide
adequate coverage from reputable and financially sound insurers in amounts
sufficient to insure the assets and risks of TGI and each Subsidiary of TGI in
accordance with prudent business practice in the industries of TGI and its
Subsidiaries.


 


5.1.17                  Compliance with Laws.


 


TGI and its
Subsidiaries are in compliance in all material respects with all applicable
Laws (other than Environmental Laws which are specifically addressed in
subsection 5.1.22) in all jurisdictions in which TGI and its Subsidiaries
do business except where the failure to so comply would not constitute a
Material Adverse Change.


 


5.1.18                  Material Contracts.


 


Except for the 2005
Credit Agreement (which is being amended and restated hereby) the material
contracts filed or incorporated by reference in the Annual Report are all of
the material contracts relating to the business operations of TGI and each of
its Subsidiaries, taken as a whole, including all employee benefit plans and
Labor Contracts.  All such material
contracts are valid, binding and enforceable upon TGI or each Subsidiary and
each of the other parties thereto in accordance with their respective terms,
and there is no default thereunder by TGI or any such Subsidiary or, to the
Borrowers’ knowledge, with respect to parties other than TGI or any such
Subsidiary, which would result in a Material Adverse Change.


 


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5.1.19                  Investment Companies.


 


Neither TGI nor
any of its Subsidiaries is an “investment company” registered or required to be
registered under the Investment Company Act of 1940 or under the “control” of
an “investment company” as such terms are defined in the Investment Company Act
of 1940 and shall not become such an “investment company” or under such “control.”


 


5.1.20                  Plans and Benefit Arrangements.


 


Except as set forth on Schedule 5.1.20:


 


(i)            Each Borrower and each member of
each of their ERISA Groups are in compliance in all material respects with any
applicable provisions of ERISA with respect to all Benefit Arrangements, Plans
and Multiemployer Plans.  There has been
no Prohibited Transaction with respect to any Benefit Arrangement or any Plan
or, to the knowledge of any Borrower, with respect to any Multiemployer Plan or
Multiple Employer Plan, which could result in any material liability of the
Borrowers or any other member of the ERISA Group.  Each Borrower and all members of each of
their ERISA Groups have made when due any and all payments required to be made
under any agreement relating to a Multiemployer Plan or a Multiple Employer
Plan or any Law pertaining thereto.  With
respect to each Plan and Multiemployer Plan, each Borrower and each member of
each of their ERISA Groups (i) have fulfilled in all material respects
their obligations under the minimum funding standards of ERISA, (ii) have
not incurred any liability to the PBGC other than required premiums under
Sections 4006 and 4007 of ERISA, and (iii) have not had asserted against
them any penalty for failure to fulfill the minimum funding requirements of
ERISA.


 


(ii)           To each Borrower’s knowledge, each
Multiemployer Plan and Multiple Employer Plan is able to pay benefits
thereunder when due.


 


(iii)          Neither the Borrowers nor any other
member of any of their ERISA Groups has instituted or intends to institute
proceedings to terminate any Plan.


 


No event requiring
notice to the PBGC under Section 302(f)(4)(A) of ERISA has occurred
or is reasonably expected to occur with respect to any Plan, and no amendment
with respect to which security is required under Section 307 of ERISA has
been made or is reasonably expected to be made to any Plan.


 


(iv)          No Plan has an actual or deemed
Adjusted Funding Target Attainment Percentage that would subject the Plan to
the benefit limitations imposed under Section 436(b), (d)(1) or (e) of
the Internal Revenue Code.


 


(v)           Neither any Borrower nor any other
member of any of their ERISA Groups has incurred or reasonably expects to incur
any material withdrawal liability under ERISA to any Multiemployer Plan or
Multiple Employer Plan.  Neither any
Borrower nor any other member of  any of
their ERISA Groups has been notified by any Multiemployer Plan or Multiple
Employer Plan that such Multiemployer Plan or Multiple Employer Plan has been
terminated within the meaning of Title IV of ERISA and, to the knowledge of
each Borrower, no Multiemployer Plan 


 


61

















 


or Multiple Employer Plan is reasonably expected to be reorganized or
terminated, within the meaning of Title IV of ERISA.


 


(vi)          To the extent that any Benefit
Arrangement is insured, all Borrowers and all members of each of their ERISA
Groups have paid when due all premiums required to be paid for all periods
through the Closing Date.  To the extent
that any Benefit Arrangement is funded other than with insurance, all Borrowers
and all members of each of their ERISA Groups have made when due all
contributions required to be paid for all periods through the Closing Date.


 


(vii)         All Plans, Benefit Arrangements and to
the knowledge of each Borrower Multiemployer Plans have been administered in
all material respects in accordance with their terms and the applicable
provisions of ERISA.


 


5.1.21                  Employment Matters.


 


Except as set
forth on Schedule 5.1.21, TGI and each of its Subsidiaries are in
compliance with the Labor Contracts and all applicable federal, state and local
labor and employment Laws including those related to equal employment
opportunity and affirmative action, labor relations, minimum wage, overtime,
child labor, medical insurance continuation, worker adjustment and relocation
notices, immigration controls and worker and unemployment compensation where
the failure to comply would, individually or in the aggregate, likely
constitute a Material Adverse Change.  To
the best each Borrower’s knowledge, there are no outstanding grievances,
arbitration awards or appeals therefrom arising out of the Labor Contracts or
current or threatened strikes, picketing, handbilling or other work stoppages or
slowdowns at facilities of any Borrower or any of its Subsidiaries which in any
case would constitute a Material Adverse Change.


 


5.1.22                  Environmental Matters.


 


Except as disclosed on the Annual Report (which
disclosed items will not likely result in a Material Adverse Change):


 


(i)            Neither TGI nor any Subsidiary of
TGI has received any Environmental Complaint from any Official Body or private
Person alleging that TGI or such Subsidiary or, with respect to the Property,
any prior or subsequent owner of the Property is a potentially responsible
party under the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. § 9601, et  seq., and the Borrowers
have no reason to believe that such an Environmental Complaint is reasonably
likely to be received.  There are no
pending or, to any Borrower’s knowledge, threatened Environmental Complaints
relating to TGI or any Subsidiary of TGI or, to any Borrower’s knowledge with
respect to the Property, any prior or subsequent owner of the Property
pertaining to, or arising out of, any Environmental Conditions.


 


(ii)           There are no circumstances at, on or
under the Property that constitute a breach of or non-compliance with any of
the Environmental Laws, and there are no Environmental Conditions at, on or
under the Property or, to the knowledge of any Borrower, at, on or under
adjacent property, that prevent compliance with the Environmental Laws at the
Property.


 


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(iii)          Neither the Property nor any
structures, improvements, equipment, fixtures, activities or facilities thereon
or thereunder contain or use Regulated Substances except in compliance with
Environmental Laws.  There are no processes,
facilities, operations, equipment or any other activities at, on or under the
Property, or, to the knowledge of any Borrower, at, on or under adjacent
property, that currently result in the release or threatened release of
Regulated Substances onto the Property, except to the extent that such releases
or threatened releases are not a breach of or otherwise not a violation of the
Environmental Laws or would not result in a Material Adverse Change.


 


(iv)          TGI and each Subsidiary of TGI has all
permits, licenses, authorizations, plans and approvals necessary under the
Environmental Laws for the conduct of the business of TGI and its Subsidiaries
as presently conducted. TGI and each Subsidiary of TGI has submitted all
notices, reports and other filings required by the Environmental Laws to be
submitted to an Official Body which pertain to past and current operations on
the Property.


 


(v)           All past and present on-site
generation, storage, processing, treatment, recycling, reclamation, disposal or
other use or management of Regulated Substances at, on, or under the Property
and all off-site transportation, storage, processing, treatment, recycling,
reclamation, disposal or other use or management of Regulated Substances has
been done by TGI and its Subsidiaries in accordance with the Environmental
Laws.


 


5.1.23                  Senior Debt Status.


 


The Obligations of
each Loan Party under this Agreement, the Notes, the Guaranty and Suretyship
Agreement and each of the other Loan Documents to which it is a party do rank
and will rank at least pari passu in priority of payment with all other
unsecured Indebtedness of the Loan Parties. 
The obligations of any Loan Party under the Indenture and the
Convertible Notes are and shall remain at all times subordinated in right of
payment and security to the right of payment and security of the Obligations
hereunder and under the other Loan Documents. 
Without limiting the foregoing, each Loan Party shall take all steps
necessary to provide that (i) its Obligations under this Agreement, the
Notes, the Guaranty and Suretyship Agreement and the other Loan Documents shall
be senior to, or pari passu with, any outstanding Indebtedness, and  (ii) any
Indebtedness of any Loan Party that is in any manner subordinated in right of
payment or security to any other Indebtedness is subordinated to the
Obligations on the same terms and conditions as such Loan Party Indebtedness.
In addition if any Loan Party incurs any additional Indebtedness (any such
Indebtedness must be permitted under Section 7.2.1 hereof) after the
Closing Date that is in any manner subordinated in right of payment or security
to any other Indebtedness (“New Subordinated Indebtedness”), the New
Subordinated Indebtedness shall be subordinated in right of payment and
security to the Obligations on the same terms and conditions as such other
Indebtedness.


 


5.1.24                  Anti-Terrorism Laws.


 


5.1.24.1                   General.


 


None of the Loan Parties
nor or any Affiliate of any Loan Party, 
is in violation of any Anti-Terrorism Law or engages in or conspires to
engage in any transaction  


 


63

















 


that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any
of the prohibitions set forth in any Anti-Terrorism Law.


 


5.1.24.2                   Executive Order No. 13224.


 


None of the Loan Parties,
nor or any Affiliate of any Loan Party, 
or their  respective  agents 
acting  or benefiting  in any capacity in connection with the Loans,
Letters of Credit or other transactions hereunder, is any of the following
(each a “Blocked Person”):


 


(i)            a Person that is listed in the annex to,
or is otherwise subject to the provisions of, the Executive Order No. 13224;


 


(ii)           a Person owned or  controlled 
by, or acting for or on behalf 
of,  any  Person 
that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order No. 13224;


 


(iii)          a
Person or entity  with  which any 
Bank is  prohibited  from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;


 


(iv)          a
Person or entity that commits, threatens or conspires to commit or supports “terrorism”
as defined in the Executive Order No. 13224;


 


(v)           a  Person  or  entity 
that is named  as a  “specially 
designated national” on the most current list published by the U.S.
Treasury Department Office of Foreign Asset Control at its official website or
any replacement  website or other  replacement 
official  publication of such
list, or


 


(vi)          a person
or entity who is affiliated or associated with a person or entity listed above.


 


No Loan Party or
to the knowledge of any Loan Party, any of its agents acting in any capacity in
connection with the Loans, Letters of Credit or other transactions hereunder (i) conducts
any business or engages in making or
receiving any contribution of funds, goods or services to or for the benefit of
any Blocked Person, or (ii) deals in, or otherwise engages in any
transaction relating to, any property or interests in property  blocked 
pursuant to the Executive Order No. 13224.


 


5.1.25                  Security Interests.


 


The Liens and security
interests granted to the Administrative Agent for the benefit of the Banks
pursuant to the Pledge Agreement in the Pledged Collateral constitute and will
continue to constitute Prior Security Interests under the Uniform Commercial
Code as in effect in each applicable jurisdiction (the “Uniform Commercial Code”)
or other applicable Law entitled to all the rights, benefits and priorities
provided by the Uniform Commercial Code or such Law.  Upon the filing of financing statements relating
to said security interests in each office and in each jurisdiction where
required in order to perfect the security interests described above, taking
possession of any stock certificates or other certificates 


 


64

















 


evidencing the
Pledged Collateral, and the taking of other actions as set forth on Schedule
5.1.25, as applicable, all such action as is necessary or advisable to
establish such rights of the Administrative Agent will have been taken (except,
prior to the consummation thereof at the request of the Administrative Agent,
for the execution and delivery and notarization of the German Ancillary Pledge
Agreement (as defined in the Pledge Agreement) by the applicable pledgor and
the  registration of the same with the
applicable commercial register) and there will be upon execution and delivery
of the Pledge Agreement, such filings and such taking of possession, no
necessity for any further action in order to preserve, protect and continue
such rights, except the filing of continuation statements with respect to such
financing statements within the time period after the initial filing of
financing statements required by the Uniform Commercial Code in effect in the
applicable jurisdiction and except, prior to the consummation thereof at the
request of the Administrative Agent, for the execution and delivery and
notarization of the German Ancillary Pledge Agreement by the applicable pledgor
and the  registration of the same with
the applicable commercial register.  All
filing fees and other expenses in connection with each such action have been or
will be paid by the Borrowers.


 


5.1.26                  Status of the Pledged Collateral.


 


All the shares of capital
stock, Partnership Interests or LLC Interests included in the Pledged
Collateral to be pledged pursuant to the Pledge Agreement are or will be upon
issuance validly issued and nonassessable and owned beneficially and of record
by the applicable pledgor free and clear of any Lien or restriction on
transfer, except (i) as otherwise provided by the Pledge Agreement, and (ii) as
the right of the Banks to dispose of the Subsidiary Shares, Partnership
Interests or LLC Interests may be limited by the Securities Act of 1933, as
amended, and the regulations promulgated by the Securities and Exchange
Commission thereunder and by applicable state securities laws.  There are no shareholder, partnership,
limited liability company or other agreements or understandings with respect to
the shares of capital stock, Partnership Interests or LLC Interests included in
the Pledged Collateral except for the partnership agreements and limited
liability company agreements described on Schedule 5.1.26.  The Loan Parties have delivered true and
correct copies of such partnership agreements and limited liability company
agreements to the Administrative Agent


 


5.2                                 Updates to Schedules.


 


Should any of the
information or disclosures provided on any of the Schedules attached hereto
become outdated or incorrect in any material respect, the Borrowers shall
promptly provide the Administrative Agent in writing with such revisions or
updates to such Schedule as may be necessary or appropriate to update or
correct same; provided, however, that no Schedule shall be deemed to
have been amended, modified or superseded by any such correction or update, nor
shall any breach of warranty or representation resulting from the inaccuracy or
incompleteness of any such Schedule be deemed to have been cured thereby,
unless and until the Required Banks, in their sole and absolute discretion,
shall have accepted in writing such revisions or updates to such Schedule.


 


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6.             CONDITIONS OF LENDING


 


The obligation of
each Bank to make Loans and of the Administrative Agent to issue Letters of
Credit hereunder is subject to the performance by the Borrowers of their
Obligations to be performed hereunder at or prior to the making of any such
Loans or issuance of such Letters of Credit and to the satisfaction of the
following further conditions:


 


6.1                                 First Loans


 


On the Closing
Date:


 


6.1.1                                    Closing Representations.


 


The
representations and warranties of each Borrower contained in Article 5
shall be true and accurate on and as of the Closing Date with the same effect
as though such representations and warranties had been made on and as of such
date (except representations and warranties which relate solely to an earlier
date or time, which representations and warranties shall be true and correct on
and as of the specific dates or times referred to therein), and the Borrowers
shall have performed and complied with all covenants and conditions hereof, no
Event of Default or Potential Default under this Agreement shall have occurred
and be continuing or shall exist.


 


6.1.2                        Secretary’s Certificate.


 


There shall be
delivered to the Administrative Agent for the benefit of each Bank a
certificate dated the Closing Date and signed by the Secretary or an Assistant
Secretary of each Borrower, certifying as appropriate as to:


 


(i)            all action taken by such Borrower
and the other Loan Parties in connection with this Agreement and the other Loan
Documents;


 


(ii)           the names of the officer or officers authorized
to sign this Agreement and the other Loan Documents and the true signatures of
such officer or officers and specifying the Authorized Officers permitted to
act on behalf of such Borrower and the other Loan Parties for purposes of this
Agreement and the true signatures of such officers, on which the Administrative
Agent and each Bank may conclusively rely; and


 


(iii)          (a) with respect to each Borrower
and each Loan Party, copies of the organizational documents, including
certificates of incorporation and bylaws as in effect on the Closing Date, of
such Borrower and any such other Loan Parties, certified by the appropriate
state official where such documents are filed in a state office together with
certificates from the appropriate state officials as to the continued existence
and good standing of such Borrower and such other Loan Parties in each state
where organized or qualified to do business.


 


6.1.3                        Delivery of Loan Documents.


 


The  Notes, the Guaranty and Suretyship Agreement, the Intercompany Subordination Agreement,
the Pledge Agreement each shall have been duly executed by the 


 


66

















 


parties thereto and such documents shall have been delivered to the
Administrative Agent for the benefit of the Banks.


 


6.1.4                        Amendments to Convertible Debt Documents.


 


The Borrowers
shall have delivered to the Administrative Agent true and correct copies of the
waivers, consents or amendments to the Convertible Debt Documents, if any, made
in connection with this Agreement and such amendments shall be acceptable to
the Administrative Agent.


 


6.1.5                        Opinion of Counsel.


 


There shall be
delivered to the Administrative Agent for the benefit of each Bank written
opinions of counsel to each Loan Party (including without limitation, Ballard
Spahr Andrews & Ingersoll, LLP) addressing such matters as requested
by the Administrative Agent, all in form and substance satisfactory to the
Administrative Agent.


 


6.1.6                        Legal Details.


 


All legal details
and proceedings in connection with the transactions contemplated by the
Agreement and the other Loan Documents shall be in form and substance
satisfactory to the Administrative Agent and counsel for the Administrative
Agent, and the Administrative Agent shall have received all such other
counterpart originals or certified or other copies of such documents and
proceedings in connection with such transactions, in form and substance
satisfactory to the Administrative Agent and said counsel, as the
Administrative Agent or said counsel may reasonably request.


 


6.1.7                        Payment of Fees.


 


The Borrowers
shall pay or cause to be paid to the Administrative Agent for itself and for
the account of the Banks all costs and expenses for which the Administrative
Agent and the Banks are entitled to be reimbursed, and such other fees and
expenses as are due and payable on or before the Closing Date.


 


6.1.8                        Consents.


 


All material
consents required to effectuate the transactions contemplated hereby as set
forth on Schedule 5.1.13 shall have been obtained.


 


6.1.9                        Officer’s Certificate Regarding MACs.


 


Since March 31,
2009, no Material Adverse Change shall have occurred; prior to the Closing
Date, there shall be no material change in the management of the Borrowers or
any other Loan Party; and there shall be delivered to the Administrative Agent
for the benefit of each Bank a certificate dated the Closing Date and signed by
the Chief Executive Officer, President or Chief Financial Officer of TGI to
such effect.


 


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6.1.10                  No Violation of Laws.


 


The making of the
Loans shall not contravene any Law applicable to the Borrowers or any of the
Banks.


 


6.1.11                  No Actions or Proceedings.


 


No action,
proceeding, investigation, regulation or legislation shall have been instituted,
threatened or proposed before any court, governmental agency or legislative
body to enjoin, restrain or prohibit, or to obtain damages in respect of this
Agreement or the consummation of the transactions contemplated hereby or which,
in the Administrative Agent’s sole discretion, would make it inadvisable to
consummate the transactions contemplated by this Agreement or any of the other
Loan Documents.


 


6.1.12                  Filing Receipts.


 


The Administrative
Agent shall have received (1) copies of all filing receipts and
acknowledgments issued by any governmental authority to evidence any
recordation or filing necessary to perfect the Lien of the Banks on the Pledged
Collateral or other satisfactory evidence of such recordation and filing and (2) evidence
in a form acceptable to the Administrative Agent that such Lien constitutes a
Prior Security Interest in favor of the Banks.


 


6.2                                 Each Additional Loan


 


At the time of
making any new Loans or issuing any new Letters of Credit hereunder and after
giving effect to the proposed borrowings: the representations and warranties of
the Borrowers contained in Article 5 shall be true on and as of the date
of such additional Loan or Letter of Credit with the same effect as though such
representations and warranties had been made on and as of such date (except
representations and warranties which expressly relate solely to an earlier date
or time, which representations and warranties shall be true and correct on and
as of the specific dates or times referred to therein) and the Borrowers shall
have performed and complied with all covenants and conditions hereof and of the
Loan Documents; no Event of Default or Potential Default shall have occurred
and be continuing or shall exist; the making of the Loans or issuance of such
Letter of Credit shall not contravene any Law applicable to the Borrowers or
any Subsidiary of any Borrower or any of the Banks; and TGI, on behalf of the
Borrowers, shall have delivered to the Administrative Agent a duly executed and
completed Loan Request or application for a Letter of Credit as the case may
be.


 


7.             COVENANTS


 


7.1                                 Affirmative Covenants.


 


Each Borrower
covenants and agrees that until payment in full of the Loans and interest
thereon, expiration or termination of all Letters of Credit, satisfaction of
all of the Borrowers’ other Obligations under the Loan Documents and
termination of the Revolving Credit Commitments, the Borrowers shall comply at
all times with the following affirmative covenants:


 


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7.1.1                        Preservation of Existence, Etc.


 


Each Borrower
shall, and shall cause each of their Subsidiaries to, maintain its corporate
existence and its license or qualification and good standing in each
jurisdiction in which its ownership or lease of property or the nature of its
business makes such license or qualification necessary except (a) as
expressly permitted by Section 7.2.6 and (b) for exceptions which are
not materially adverse to the business of the Loan Parties and their
Subsidiaries in the aggregate.


 


7.1.2                        Payment of Liabilities, Including Taxes,
Etc.


 


Each Borrower
shall, and shall cause each of its Subsidiaries to, duly pay and discharge all
liabilities to which it is subject or which are asserted against it, promptly
as and when the same shall become due and payable, including all taxes (subject
to the timely filing of an extension therefor),  assessments
and governmental charges upon it or any of its properties, assets, income or
profits, prior to the date on which penalties attach thereto, except to the
extent that such liabilities, including taxes, assessments or charges, are
being contested in good-faith and by appropriate and lawful proceedings
diligently conducted and for which such reserve or other appropriate
provisions, if any, as shall be required by GAAP shall have been made, but only
to the extent that failure to discharge any such liabilities would not result
in any additional liability which would adversely affect to a material extent
the financial condition of TGI and its Subsidiaries taken as a whole or which
would affect the Pledged Collateral, provided that TGI and its
Subsidiaries will pay all such liabilities forthwith upon the commencement of
proceedings to foreclose any Lien which may have attached as security therefor.


 


7.1.3                        Maintenance of Insurance.


 


Each Loan Party
shall, and shall cause each of its Subsidiaries to, insure its properties and
assets against loss or damage by fire and such other insurable hazards as such
assets are commonly insured (including fire, extended coverage, property
damage, workers’ compensation, public liability and business interruption
insurance) and against other risks (including errors and omissions) in such
amounts as similar properties and assets are insured by prudent companies in
similar circumstances carrying on similar businesses, and with reputable and
financially sound insurers, including self-insurance to the extent customary,
all as reasonably determined by the Administrative Agent.  At the request of the Administrative Agent,
TGI shall deliver (x) on the Closing Date and annually thereafter an
original certificate of insurance signed by the Loan Parties’ independent
insurance broker describing and certifying as to the existence of the insurance
required to be maintained by this Agreement and the other Loan Documents,
together with a copy of the endorsement described in the next sentence attached
to such certificate and (y) from time to time a summary schedule
indicating all insurance then in force with respect to TGI and its
Subsidiaries.  At the reasonable request
of the Administrative Agent, such policies of insurance shall contain special
endorsements, in form and substance acceptable to the Administrative Agent,
which shall (i) specify the Administrative Agent as an additional insured as
its interests may appear, with the understanding that any obligation imposed
upon the insured (including the liability to pay premiums) shall be the sole
obligation of TGI or relevant Subsidiary and not that of the Administrative
Agent, (ii) include effective waivers by the insurer of all claims for
insurance premiums against the Administrative Agent, (iii) provide that no



 


69

















 


cancellation of such policies for any reason (including non-payment of
premium) nor any change therein shall be effective until at least thirty (30)
days after receipt by the Administrative Agent of written notice of such
cancellation or change, (iv) be primary without right of contribution of
any other insurance carried by or on behalf of any additional insureds, and (v) provide
that inasmuch as the policy covers more than one insured, all terms,
conditions, insuring agreements and endorsements (except limits of liability)
shall operate as if there were a separate policy covering each insured. TGI
shall notify the Administrative Agent promptly of any occurrence causing a
material loss or decline in value of insured assets and the estimated (or
actual, if available) amount of such loss or decline.


 


7.1.4                        Maintenance of Properties and Leases.


 


Each Borrower
shall, and shall cause each other Loan Party to, maintain in good repair,
working order and condition (ordinary wear and tear excepted) in accordance
with the general practice of other businesses of similar character and size,
all of those properties useful or necessary to its business, and from time to
time, the Borrowers will make or cause to be made all appropriate repairs,
renewals or replacements thereof except, in each case, where the failure to do
so, individually or in the aggregate, would not constitute a Material Adverse
Change.


 


7.1.5                        Maintenance of Patents, Trademarks, Etc.


 


Each Borrower
shall, and shall cause each of its Subsidiaries to, maintain in full force and
effect all patents, trademarks, trade names, copyrights, licenses, franchises,
permits and other authorizations necessary for the ownership and operation of
its properties and business if the failure so to maintain the same would
constitute a Material Adverse Change.


 


7.1.6                        Visitation Rights.


 


Each Borrower
shall, and shall cause each of its Subsidiaries to, permit any of the officers
or authorized employees or representatives of the Administrative Agent or any
of the Banks to visit and inspect any of its properties and to examine and make
excerpts from its books and records and discuss its business affairs, finances
and accounts with its officers, all in such detail and at such times during
normal business hours and as often as any of the Banks may reasonably request, provided
that, except during the existence of an Event of Default, each Bank shall
provide TGI, as agent for the Borrowers, and the Administrative Agent with
reasonable notice prior to any visit or inspection and such visitation and
inspection shall not unreasonably interfere with the conduct of the business of
any Borrower or such Subsidiary.  In the
event any Bank desires to conduct an audit of any Borrower, such Bank shall
make a reasonable effort to conduct such audit contemporaneously with any audit
to be performed by the Administrative Agent. 
The Borrowers shall not be obligated to reimburse the Administrative
Agent and the Banks for more than one audit per year.


 


7.1.7                        Keeping of Records and Books of Account.


 


Each Borrower
shall, and shall cause each of its Subsidiaries to, maintain and keep proper
books of record and account which enable such Borrower and its Subsidiaries to
issue financial statements in accordance with GAAP and as otherwise required by
applicable Laws of any Official Body having jurisdiction over any Borrower or
any Subsidiary of any 


 


70

















 


Borrower, and in which full, true and correct entries shall be made in
all material respects of all its dealings and business and financial affairs.


 


7.1.8                        Plans and Benefit Arrangements.


 


Each Borrower
shall, and shall cause each member of its ERISA Group to, comply with the
provisions of ERISA and the Internal Revenue Code applicable to each Plan and
Benefit Arrangement except where such failure, alone or in conjunction with any
other failure, would not result in a Material Adverse Change.  Without limiting the generality of the
foregoing, each Borrower shall cause all of its Plans and all Plans maintained
by any member of its ERISA Group to be funded in accordance with the minimum
funding requirements of ERISA and shall make, and cause each member of the
ERISA Group to make, in a timely manner, all contributions due to Plans,
Benefit Arrangements and Multiemployer Plans.


 


7.1.9                        Compliance with Laws.


 


Each Borrower
shall, and shall cause each of its Subsidiaries to, comply with all applicable
Laws, including all Environmental Laws, in all respects, provided that
it shall not be deemed to be a violation of this Section 7.1.9 if any
failure to comply with any Law would not result in fines, penalties,
remediation costs, other similar liabilities or injunctive relief which in the
aggregate would constitute a Material Adverse Change.


 


7.1.10                  Use of Proceeds.


 


The Borrowers will
use the proceeds of the Loans only for lawful purposes in accordance with Section 2.7
as applicable and such uses shall not contravene any applicable Law or any
other provision hereof.


 


7.1.11                  Subsidiary Dividends.


 


The Borrowers
shall cause one or more of their Subsidiaries to pay cash dividends to the
Borrowers (directly or through one or more Subsidiaries) from time to time, in
aggregate amounts as necessary to permit the Borrowers to pay and satisfy the
Obligations when due and payable (by acceleration or otherwise).


 


7.1.12                  Subordination of Intercompany Loans.


 


Each Borrower and
each Guarantor shall cause any inter-company Indebtedness, loans or advances
owed by any of them to one another or to any other of their Subsidiaries to be
subordinated pursuant to the terms of the Intercompany Subordination Agreement.


 


7.1.13                  Anti-Terrorism Laws.


 


The Loan Parties
and their respective Affiliates and agents shall not (i) conduct any
business or engage in any transaction or dealing with any Blocked Person,
including the making or receiving any contribution of funds, goods or services
to or for the benefit of any Blocked Person, (ii) deal in, or otherwise
engage in any transaction relating to, any property or interests in property
blocked pursuant to the Executive Order No. 13224; or (iii) engage in
or 


 


71

















 


conspire to engage
in any transaction that evades or avoids, or has the purpose of evading or
avoiding, or attempts to violate, any of the prohibitions set forth in the
Executive Order No. 13224, the USA Patriot Act or any other Anti-Terrorism
Law.  The Borrowers shall deliver to
Banks any certification or other evidence requested from time to time by any
Bank in its sole discretion, confirming the Borrowers’ compliance with this Section 7.1.13.


 


7.1.14                  Further Assurances.


 


Each Loan Party shall,
from time to time, at its expense, faithfully preserve and protect the
Administrative Agent’s Lien on and Prior Security Interest in the Pledged
Collateral as a continuing first priority perfected Lien, and shall do such
other acts and things as the Administrative Agent in its sole discretion may
deem necessary or advisable from time to time in order to preserve, perfect and
protect the Liens granted under the Loan Documents and to exercise and enforce
its rights and remedies thereunder with respect to the Pledged Collateral.


 


7.2                                 Negative Covenants.


 


The Borrowers
covenants and agrees that until payment in full of the Loans and interest
thereon, expiration or termination of all Letters of Credit, satisfaction of
all of the Borrowers’ other Obligations hereunder and termination of the
Revolving Credit Commitments, the Borrowers shall comply, and shall cause each
of their Subsidiaries to comply, with the following negative covenants:


 


7.2.1                        Indebtedness.


 


7.2.1.1     General Covenant:


 


Other than (a) the
Indebtedness under the Loan Documents, and (b) Indebtedness of the SP Sub
(but only the SP Sub) incurred in connection with the Receivables Facility up
to a maximum principal amount of $125,000,000.00 (or such greater amount that
may be approved in writing by the Required Banks), TGI 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
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


 


72

















 


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.


 


7.2.1.2     Limitation on Aggregate Amount.


 


The sum of the outstanding principal amount of (A) all
Indebtedness (other than Indebtedness hereunder) of Subsidiaries (other than
the SP Sub), including Guaranties (other than the Guaranty and Suretyship
Agreement executed in connection herewith), plus (B) secured Indebtedness
of TGI shall not at any time exceed 20% of Consolidated Net Worth as of each
quarter end, and with respect to any determinations of this covenant within a
fiscal quarter as of the end of the immediately preceding fiscal quarter.


 


7.2.2                        Liens.


 


The Borrowers shall not, and shall not permit any of their Subsidiaries
to, at any time create, incur, assume or suffer to exist any Lien on any of its
property or assets, tangible or intangible, now owned or hereafter acquired, or
agree or become liable to do so,  except
Permitted Liens.


 


7.2.3                        Guaranties.


 


The Borrowers
shall not, and shall not permit any of their Subsidiaries to, at any time,
directly or indirectly, become or be liable in respect of any Guaranty, except:


 


(i)            Guaranties of Indebtedness of the
Borrowers and their Subsidiaries permitted under Section 7.2.1
[Indebtedness];


 


(ii)           endorsements of negotiable or other
instruments for deposit or collection in the ordinary course of business;


 


(iii)          any Guaranty of an obligation to
indemnify or hold harmless any other Person incurred in connection with an
acquisition or divestiture of Capital Stock or assets permitted under this
Agreement; and


 


(iv)          any Guaranty by a Loan Party or its
Subsidiaries (including through the issuance of a Letter of Credit on behalf of
such Person) of the obligations of any of its direct or indirect Subsidiaries
incurred in the ordinary course of business such as trade credit and
obligations under real estate leases; and


 


(v)           the Guaranty and Suretyship Agreement
executed in connection herewith; and


 


(vi)          the Receivables Performance Guaranty.


 


7.2.4                        Loans and Investments.


 


The Borrowers
shall not, and shall not permit any of their Subsidiaries to, at any time make
or suffer to remain outstanding any loan or advance to, or purchase, acquire or
own 


 


73

















 


any stock, bonds, notes or securities of, or any partnership interest
(whether general or limited) in, or any other investment or interest in,  or make any capital contribution to, any other Person, or
agree, become or remain liable to do any of the foregoing, except:


 


(i)            trade credit extended on usual and
customary terms in the ordinary course of business;


 


(ii)           advances to employees to meet
expenses incurred by such employees in the ordinary course of business;


 


(iii)          Permitted Investments;


 


(iv)          subject to Section 7.2.9(ii),
loans, advances, investments and capital contributions in and to other Loan
Parties;


 


(v)           aggregate Investments in (a) the
SP Sub, and (b) Joint Ventures and Subsidiaries which are not Loan
Parties, (other than SP Sub), provided  that (1) aggregate amount of
Investments in Joint Ventures and Subsidiaries described in this clause (b) shall
not, after the Closing Date, exceed $20,000,000.00, and (2) the aggregate
amount of Investments in Joint Ventures, after the Closing Date, shall not at
any time exceed $10,000,000.00, provided  further  that such
Investments are calculated without duplication and are determined net of cash
payments of principal, dividends or redemptions to the extent such cash is
received by a Loan Party (but without netting out any write-downs or
write-offs); and


 


(vi)          the consideration paid in connection
with acquisitions permitted under Section 7.2.6(ii).


 


7.2.5                        Dividends and Related Distributions.


 


The Borrowers shall not, and shall not permit any of their Subsidiaries
to, make or pay, or agree to become or remain liable to make or pay, any dividend
or other distribution of any nature (whether in cash, property, securities or
otherwise) on account of or in respect of its shares of capital stock or
partnership interest on account of the purchase, redemption, retirement or
acquisition of its shares of capital stock (or warrants, options or rights
therefor) or partnership interests, except


 


(i)            dividends or other
distributions payable (a) to the Borrowers or any other Loan Party by its
Subsidiaries, or (b) to a non-Loan Party Subsidiary by another non-Loan
Party Subsidiary;


 


(ii)           repurchases by TGI
of its common stock and dividends payable by the TGI to the holders of its
common stock, provided  that the aggregate amount of the
repurchases made and dividends paid on or after the Closing Date, does not
exceed the sum of $90,000,000.00 plus 25% of cumulative Consolidated Net Income
from July 1, 2009, through the date of determination, and provided  further
that no Event of Default or Potential Default exists at the time of any such
payment or will result from such payment.


 


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(iii)          redemptions of any
employee’s Capital Stock in TGI upon termination of employment provided that no
Event of Default then exists or will result from such redemption;


 


(iv)          dividends or other
distributions payable in stock, including stock splits.


 


7.2.6                        Liquidations, Mergers, Consolidations,
Acquisitions.


 


The Borrowers
shall not, and shall not permit any of their 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 TGI or another Subsidiary, provided  that no Domestic
Subsidiary shall merge or consolidate into a Foreign Subsidiary;


 


(ii)           TGI or any of its Subsidiaries may
acquire assets or Capital Stock of other Persons engaged in the business
permitted under Section 7.2.10 (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, TGI 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 TGI 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 Borrowers wish to include any
of the pre-acquisition EBITDA of the acquired business in the Borrowers’
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 Borrowers are in compliance with all financial covenants set
forth in Sections 7.2.15, 7.2.16, and 7.2.17 for the immediately preceding
fiscal quarter for the twelve months then ended and the full immediately
preceding fiscal year, as though such acquisition had occurred on the first day
of each of such respective periods, and


 


(iii)          the Borrowers shall be permitted to
dissolve, liquidate or wind up (A) Triumph Interiors, Ltd, organized under
the laws of the Republic of Ireland, (B) Saygrove Acquisition &
Motion Control Limited, organized under the laws of the United Kingdom, (C) 


 


75

















 


Airframe Spares & Logistics GmbH, organized under the laws of
Germany, and (D) any other non-Loan Party Subsidiary to the extent not a
Material Subsidiary.


 


7.2.7                        Dispositions of Assets or Subsidiaries.


 


The Borrowers
shall not, and shall not permit any of their Subsidiaries to, sell, convey,
assign, lease, abandon or otherwise transfer or dispose of, voluntarily or
involuntarily, any of its properties or assets, tangible or intangible
(including sale, assignment, discount or other disposition of accounts, contract
rights, chattel paper, equipment or general intangibles with or without
recourse or of capital stock, shares of beneficial interest or partnership
interests of a Subsidiary of any Borrower), except:


 


(i)            transactions involving the sale of
inventory in the ordinary course of business;


 


(ii)           any sale, transfer or lease of assets
in the ordinary course of business which are no longer necessary or required in
the conduct of any Borrower’s or such Subsidiary’s business;


 


(iii)          any sale, transfer or lease of assets
by (a) any Subsidiary of a Borrower to such Borrower or another Loan Party
or (b) any non-Loan Party Subsidiary to another non-Loan Party Subsidiary;


 


(iv)          any sale, transfer or lease of assets
in the ordinary course of business which are replaced by substitute assets
acquired or leased;


 


(v)           any sale, transfer, or lease of
assets the after-tax proceeds of which, when added to the after-tax proceeds of
other sales, transfers and leases of assets in the same fiscal year, do not
exceed, in the aggregate for TGI and its Subsidiaries, 5% of TGI’s consolidated
total assets at the start of such fiscal year;


 


(vi)          the sale of receivables by the
Subsidiaries of TGI to Citibank, N.A. or General Electric Capital Corporation -
Trade Payables Services Division under the arrangements set forth on Schedule
7.2.7 [Receivables Sales] or similar arrangements, provided  that
in each case the receivables sold under such arrangements shall be sold without
recourse to TGI or any of its Subsidiaries;


 


(vii)         any sale, transfer or lease of assets,
other than those specifically excepted pursuant to clauses (i) through (vi) above,
which is approved by the Required Banks;


 


(viii)        to the extent done as part of the
Receivables Facility, the sale, contribution, transfer, conveyance or
assignment of Receivables and Related Rights by TGI and its Subsidiaries to the
SP Sub and the sale by the SP Sub of individual variable percentage interests
in the Purchased Interests to the Purchaser; and


 


(ix)           to the extent under a dissolution,
liquidation or winding-up permitted by 7.2.6(iii) above.


 


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7.2.8                        Affiliate Transactions.


 


Except for TGI and
its Subsidiaries entering into, and performing their obligations under, the
Receivables Purchase Agreement and the other Transaction Documents, the
Borrowers shall not, and shall not permit any of their Subsidiaries to, enter
into or carry out any transaction (including purchasing property or services
from or selling property or services to any Affiliate of TGI or other Person,
but excluding transactions exclusively among Loan Parties) unless such transaction
is not otherwise prohibited by the Agreement, is entered into in the ordinary
course of business upon fair and reasonable arm’s-length terms and conditions
and is in accordance with all applicable Law. 
The payment of customary directors’ fees shall not be considered a
prohibited Affiliate transaction.


 


7.2.9                        Subsidiaries, Partnerships and Joint
Ventures.


 


Each of the Loan
Parties shall not, and shall not permit any of its Subsidiaries to, own or
create directly or indirectly any Subsidiaries other than: (i) the SP Sub
and Triumph Group Charitable Foundation; (ii) any Foreign Subsidiary; (iii) any
Domestic Subsidiary which has joined this Agreement and the other Loan
Documents as Guarantor on the Closing Date; (iv) any Domestic Material
Subsidiary formed or acquired after the Closing Date which joins this Agreement
and the other Loan Documents as a Guarantor as required by Section 10.20
[Joinder of Guarantors]; and (v) any Subsidiary which is not a Material
Subsidiary and is formed or acquired after the Closing Date.


 


7.2.10                  Continuation of Present Business.


 


The Borrowers
shall not, and shall not permit any of their Subsidiaries to, engage in any
business other than those businesses engaged in as of the Closing Date by a
Loan Party or a Subsidiary of a Loan Party (provided  that only
the SP Sub shall be permitted to engage in the business in which the SP Sub is
engaged in as of the Closing Date), substantially as conducted and operated by
the Borrowers or such Subsidiary during the present fiscal year,  and neither any Borrower nor any Subsidiary shall permit
any material change in such business.


 


7.2.11                  Plans and Benefit Arrangements.


 


The Borrowers
shall not, and shall not permit any of their Subsidiaries to:


 


(i)            fail to satisfy the minimum funding
requirements of ERISA and the Internal Revenue Code with respect to any Plan;


 


(ii)           request a minimum funding waiver from
the Internal Revenue Service with respect to any Plan;


 


(iii)          engage in a Prohibited Transaction
with any Plan, Benefit Arrangement or Multiemployer Plan which, alone or in
conjunction with any other circumstances or set of circumstances resulting in
liability under ERISA, would constitute a Material Adverse Change;


 


(iv)          permit the Adjusted Funding Target
Attainment Percentage of any Plan to be less than sixty percent (60%), unless
the Adjusted Funding Target Attainment Percentage is


 


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deemed to be less than sixty percent (60%) under Section 436(h)(2) of
the Internal Revenue Code at no fault of any Borrower, Subsidiary or any other
member of one of their ERISA Groups;


 


(v)           fail to make when due any
contribution to any Multiemployer Plan that any Borrower or any member of its
ERISA Group may be required to make under any agreement relating to such
Multiemployer Plan, or any Law pertaining thereto where such failure is likely
to result in a material liability of any Borrower or any member of the ERISA
Group;


 


(vi)          withdraw (completely or partially)
from any Multiemployer Plan or withdraw (or be deemed under Section 4062(e) of
ERISA to withdraw) from any Multiple Employer Plan, where any such withdrawal
is likely to result in a material liability of the Borrowers or any member of
the ERISA Group;


 


(vii)         terminate, or institute proceedings to
terminate, any Plan, where such termination is likely to result in a material
liability to the Borrowers or any member of the ERISA Group;


 


(viii)        make any amendment to any Plan with
respect to which security is required under Section 307 of ERISA; or


 


(ix)           fail to give any and all notices and
make all disclosures and governmental filings required under ERISA or the
Internal Revenue Code, where such failure is likely to result in a Material
Adverse Change.


 


7.2.12                  Fiscal Year.


 


TGI shall not, and
shall not permit any Subsidiary of TGI to, change its fiscal year from the
twelve-month period beginning April 1 and ending March 31.


 


7.2.13                  Issuance of Stock.


 


No Loan Party,
other than TGI, shall, and no Loan Party (including TGI) shall permit any of
its Subsidiaries to, issue any additional shares of its Capital Stock or any
options, warrants or other rights in respect thereof, other than the issuance
of Capital Stock by one Loan Party to another Loan Party.


 


7.2.14                  Changes in Organizational Documents.


 


The Borrowers shall
not, and shall not permit any Loan Party to, amend any provisions of its
certificate of incorporation relating to capital stock without providing at
least thirty (30) calendar days’ prior written notice to the Administrative
Agent and the Banks and, in the event such change would be adverse to the Banks
as determined by the Administrative Agent in its sole discretion, obtaining the
prior written consent of the Required Banks.


 


7.2.15                  Minimum Interest Coverage Ratio.


 


The Borrowers
shall not permit the Interest Coverage Ratio, calculated as of the end of each
fiscal quarter for the four fiscal quarters then ended, to be less than 3.50 to
1.00.


 


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7.2.16                  Total Leverage Ratio.


 


The Borrowers
shall not at any time permit the Total Leverage Ratio, calculated as of the end
of each fiscal quarter, to exceed 4.50 to 1.00.


 


7.2.17                  Senior Leverage
Ratio.


 


The Borrowers
shall not at any time permit the Senior Leverage Ratio, calculated as of the
end of each fiscal quarter, to exceed 3.00 to 1.00.


 


7.2.18                  Negative Pledges;  Restrictions on Dividend Payments.


 


The Borrowers
shall not and shall not permit any of their Subsidiaries to, agree with any
Person (i) to limit its ability to provide collateral security to the Banks
and (ii) to limit the ability of any Borrower’s Subsidiaries to pay
dividends or make other distributions to such Borrower.


 


7.2.19                  Minimum Availability.


 


The Borrowers
shall not permit Availability to be less than 125% of the amount of outstanding
Indebtedness under the Convertible Notes at any time during the period
commencing 180 days prior to each Repurchase Date (as defined in the
Indenture).


 


7.2.20                  Repayment of Convertible Notes; Repayment
of other Subordinated Indebtedness.


 


Notwithstanding anything
to the contrary in the Convertible Debt Documents, but subject to the
subordination provisions contained in the Indenture, no Loan Party shall make,
or permit any of their Subsidiaries to make, any principal payment of the
Convertible Notes prior to October 1, 2011, or, as permitted in the
Indenture based on a “fundamental change” of TGI (as such term is defined in
the Indenture), without prior written consent of the Required Banks; provided
however, TGI may, so long as no Event of Default or Potential Event of
Default exists immediately prior to or would exist after giving effect to such
payment (a) pay the settlement amount with respect to each $1,000
aggregate principal amount of Convertible Notes converted into shares of the
TGI’s common stock (i) in cash, which shall not exceed the lesser of (x) $1,000
and (y) the conversion value of such Convertible Notes pursuant to the
terms and conditions of the Indenture and (ii) if the conversion value of
such Convertible Notes exceeds $1,000, in the number of shares of TGI’s common
stock as calculated pursuant to the terms and conditions of the Indenture, (b) with
respect to the conversion of the Convertible Notes into shares of TGI’s common
stock, TGI may pay the cash value of fractional shares of TGI’s common stock
pursuant to the terms and conditions of the Indenture and additional amounts to
the extent TGI is required to pay such amounts under the Indenture, and (c) pay
for purchases or voluntary repurchases of Convertible Notes by TGI (including
by way of a tender offer for all of the outstanding Convertible Notes by TGI)
prior to October 1, 2011; provided that after giving effect to each such
purchase or repurchase by TGI, Availability equals or exceeds $50,000,000.


 


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No Borrower shall
repay other Subordinated Indebtedness (other than the Convertible Notes as
addressed in the immediately preceding paragraph and except to the extent
permitted by Section 7.2.1.1(ii)(y)), without the written consent of the Required
Lenders.


 


7.2.21                  Modification of Convertible Debt
Documents


 


Notwithstanding
anything to the contrary in the Indenture or the other Convertible Debt
Documents, the Borrowers shall not agree to, or make, or permit to be made any
amendment, modification, or supplement to the Indenture or the other
Convertible Debt Documents as in effect on the Closing Date, the effect of
which is to (i) increase the rate of interest or fees payable in respect
of the Convertible Notes, (ii) require any principal payments of the
Convertible Notes prior to the dates of required principal payments under the
Indenture or change the definition of “fundamental change” under the Indenture,
(iii) shorten the final maturity date of the Convertible Notes or permit
the holders of the Convertible Notes to put such Convertible Notes to any
Borrower prior to the times provided therefore under the Indenture, (iv) secure
or obtain any agreement to secure the Convertible Notes with the grant of any
security interests, mortgage liens or other collateral assignments on the
property of any of the Loan Parties, (v) modify the subordination
provisions contained in the Indenture, (vi) make the covenants and events
of default contained in the Indenture more restrictive, (vii) modify or
amend the terms under which the Convertible Notes are convertible into shares
of TGI’s common stock or cash if the effect of such amendment or modification
is to make the terms of such conversion less favorable either to the Borrowers
or to the Banks than the terms of such conversion as in effect as of the
Closing Date or (viii) or could reasonably be expected to materially
affect any Borrower’s or the Banks’ rights and interests, all without the prior
written consent of the Required Banks.


 


7.3                                 Reporting Requirements.


 


The Borrowers
covenant and agree that until payment in full of the Loans and interest
thereon, expiration or termination of all Letters of Credit, satisfaction of
all of the Borrowers’ other Obligations hereunder and under the other Loan
Documents and termination of the Revolving Credit Commitments, the Borrowers
will furnish or cause to be furnished to the Administrative Agent and each of
the Banks:


 


7.3.1                        Quarterly Financial Statements.


 


As soon as
available and in any event within forty-five (45) calendar days after the end
of each of the first three fiscal quarters in each fiscal year, TGI’s financial
statements, consisting of consolidated balance sheets as of the end of such
fiscal quarter and related consolidated statements of income, stockholders’
equity and cash flows for the fiscal quarter then ended and the fiscal year
through that date, all in reasonable detail and certified (subject to normal
year-end audit adjustments and the absence of footnotes) by the Chief Executive
Officer, President or Chief Financial Officer of the Borrowers as having been
prepared in accordance with GAAP, consistently applied, and setting forth in
comparative form the respective financial statements for the corresponding date
and period in the previous fiscal year. The Borrowers will be deemed to have
complied with the delivery requirements of this Section 7.3.1 if within
forty -five (45) days after the end of its fiscal quarter, TGI delivers to the
Administrative Agent and


 


80

















 


each of the Banks a copy of its Form 10-Q as filed with the SEC
and the financial statements contained therein meet the requirements of this
Section.


 


7.3.2                        Annual Financial Statement.


 


As soon as
available and in any event within ninety (90) days after the end of each fiscal
year, consolidated financial statements of TGI and its Subsidiaries consisting
of consolidated balance sheets as of the end of such fiscal year, and related
consolidated statements of income, stockholders’ equity and cash flows for the
fiscal year then ended, all in reasonable detail and setting forth in
comparative form the financial statements as of the end of and for the
preceding fiscal year, with the consolidated statements being certified by
independent certified public accountants of nationally recognized standing
satisfactory to the Administrative Agent. The certificate or report of
accountants shall be free of qualifications (other than any consistency
qualification that may result from a change in the method used to prepare the
financial statements as to which such accountants concur) and shall not
indicate the occurrence or existence of any event, condition or contingency
which would materially impair the prospect of payment or performance of any
covenant, agreement or duty of the Borrowers under any of the Loan Documents,
together with a letter of such accountants substantially to the effect that,
based upon their ordinary and customary examination of the affairs of TGI and
its Subsidiaries, performed in connection with the preparation of such
consolidated financial statements, and in accordance with generally accepted
auditing standards, they are not aware of the existence of any condition or
event which constitutes an Event of Default or Potential Default or, if they are
aware of such condition or event, stating the nature thereof and confirming the
Borrowers’ calculations with respect to the certificate to be delivered
pursuant to Section 7.3.3 with respect to such financial statements. The
Borrowers will be deemed to have complied with the delivery requirements of
this Section 7.3.2 if within ninety (90) days after the end of its fiscal
year, TGI delivers to the Administrative Agent and each of the Banks a copy of
TGI’s Annual Report and Form 10-K as filed with the SEC and the financial
statements and certification of public accountants contained therein meets the
requirements described in this Section.


 


7.3.3                        Compliance Certificate.


 


Concurrently with
the financial statements of TGI and its Subsidiaries furnished to the
Administrative Agent and to the Banks pursuant to Sections 7.3.1 and 7.3.2, a
certificate of the Borrowers signed by the Chief Executive Officer, President
or Chief Financial Officer of TGI, as agent for the Borrowers, in the form of Exhibit 7.3.3,
to the effect that, except as described pursuant to Section 7.3.4, (i) the
representations and warranties of the Borrowers contained in Article 5 are
true on and as of the date of such certificate with the same effect as though
such representations and warranties had been made on and as of such date
(except representations and warranties which expressly relate solely to an
earlier date or time) and the Borrowers have performed and complied with all
covenants and conditions hereof, (ii) no Event of Default or Potential
Default exists and is continuing on the date of such certificate, (iii) containing
calculations in sufficient detail to demonstrate compliance as of the date of
the financial statements with all financial covenants contained in Section 7.2,
and (iv) certifying that the Subsidiaries of TGI then comprising the Loan
Parties directly contribute in the aggregate not less than ninety five (95%) of
the Consolidated EBITDA for the last four consecutive fiscal quarters then
ended.  If an acquisition permitted under
Section 7.2.6(ii) occurred during the


 


81

















 


reporting period covered by the compliance certificate and if the
Borrowers have complied with the requirements set forth in the definition of
Consolidated Adjusted EBITDA for purpose of making adjustments to Consolidated
EBITDA reflecting the historical financial performance of the acquired assets
or Person, Borrowers may also calculate the Section 7.2 financial
covenants on a pro forma basis to include the financial performance and
condition of the acquired business during the period; and the pro forma
calculation of the Total Leverage Ratio may be relied upon as a basis for a
change in the pricing level under the Pricing Grid.


 


7.3.4                        Notice of Default.


 


Promptly after any
officer of any Borrower has learned of the occurrence of an Event of Default or
Potential Default, a certificate signed by the Chief Executive Officer,
President or Chief Financial Officer of such Borrower setting forth the details
of such Event of Default or Potential Default and, if applicable, the action
which the Borrowers propose to take with respect thereto.


 


7.3.5                        Notice of Litigation.


 


Promptly after the
commencement thereof, notice of all actions, suits, proceedings or
investigations before or by any Official Body or any other Person against any
Borrower or Subsidiary of any Borrower which relate to the Pledged Collateral
or in the good faith estimation of counsel for the Borrowers involve a claim or
series of claims in excess of $5,000,000 or which if adversely determined would
constitute a Material Adverse Change.


 


7.3.6                        Certain Events; Events Under the
Convertible Notes.


 


Written notice to
the Administrative Agent:


 


(i)            Transfer of Assets.  At least thirty (30) calendar days prior thereto,
with respect to any proposed sale or transfer of assets pursuant to Section 7.2.7(v).


 


(ii)           Charter Amendments.  Within the time limits set forth in Section 7.2.14,
the amendment to the charter affecting the capital structure of TGI or any of
its Subsidiaries;


 


(iii)          Change of Place of Organization.  At least (10) days prior thereto with
respect to any change of the state of incorporation, formation or organization
or change of name, of any Loan Party;


 


(iv)          Event of Default.  And to each of the Banks promptly after any
officer of any Borrower has learned of the occurrence of an  event of default under the Convertible Debt
Documents; and


 


(v)           Waivers or Amendments.  At least ten (10) Business Days prior to
the proposed effective date thereof, of any waiver of, amendment, modification
or other change to, the Indenture or the Convertible Notes after the date of
this Agreement (collectively a “Convertible Note Indenture Waiver or Amendment”)
together with a copy of such Convertible Note Indenture Waiver or Amendment.


 


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7.3.7                        Budgets, Forecasts, Other Reports and
Information.


 


At the request of
the Administrative Agent, any of the following items, promptly upon their
becoming available to any Borrower:


 


(i)            the annual budget and any forecasts
or projections of TGI and its Subsidiaries, to be supplied at the request of
the Administrative Agent prior to commencement of the fiscal year to which any
of the foregoing may be applicable,


 


(ii)           any reports including management
letters submitted to TGI by independent accountants in connection with any
annual, interim or special audit,


 


(iii)          any reports, notices or proxy
statements generally distributed by TGI to its stockholders on a date no later
than the date supplied to the stockholders,


 


(iv)          regular or periodic reports (other
than the Forms 10-K, 10-Q which are addressed in Sections 7.3.1 and 7.3.2
above), including 8-K, registration statements and prospectuses, filed by TGI
with the Securities and Exchange Commission,


 


(v)           a copy of any order, issued by any
Official Body in any proceeding to which TGI or any of its Subsidiaries is a
party, and in which the amount in controversy exceeds $2,500,000,


 


(vi)          such other reports and information as
the Banks may from time to time reasonably request.  The Borrowers shall also notify the Banks
promptly of the enactment or adoption of any Law which may result in a Material
Adverse Change, and


 


(vii)         within 60 days of closing on any
acquisition permitted under Section 7.2.6 in which the total consideration
paid by TGI or its Subsidiary exceeded $5,000,000, such financial information
as the Administrative Agent may reasonably request concerning the acquisition
and its effect on the financial condition and performance of any Loan Party.


 


7.3.8                        Notices Regarding Plans and Benefit
Arrangements.


 


7.3.8.1     Certain Events.


 


Promptly upon becoming aware of the occurrence thereof, notice
(including the nature of the event and, when known, any action taken or
threatened by the Internal Revenue Service or the PBGC with respect thereto)
of:


 


(i)            any Reportable
Event with respect to any Loan Party or any member of any of their ERISA Groups
for which reporting to the PBGC has not been waived,


 


(ii)           any Prohibited
Transaction which could subject any Loan Party or any member of any of their
ERISA Groups to any material tax or liability in connection with any Plan,
Benefit Arrangement or any trust created thereunder,


 


83
















 


(iii)          any assertion of
material withdrawal liability with respect to any Multiemployer Plan,


 


(iv)          any partial or
complete withdrawal from a Multiemployer Plan by any Borrower or any member of
any of their ERISA Groups under Title IV of ERISA (or assertion thereof), where
such withdrawal is likely to result in material withdrawal liability,


 


(v)           withdrawal by any
Borrower or any member of any of their ERISA Groups from a Multiple Employer
Plan, which is likely to result in a material withdrawal liability,


 


(vi)          a failure by any
Borrower or any member of any of their ERISA Groups to make a payment to a Plan
required to avoid imposition of a lien under Section 302(f) of ERISA,


 


(vii)         the adoption of an
amendment to a Plan requiring the provision of security to such Plan pursuant
to Section 307 of ERISA, or


 


(viii)        any change in the
actuarial assumptions or funding methods used for any Plan (other than interest
rate changes required by Financial Standards Board Opinion No. 87), where
the effect of such change is to materially increase or materially reduce the
unfunded benefit liability or obligation to make periodic contributions.


 


7.3.8.2               Notices of Involuntary Termination and
Annual Reports.


 


Promptly after receipt thereof, copies of (a) all notices received
by any Borrower or any member of any of their ERISA Groups of the PBGC’s intent
to terminate any Plan administered or maintained by such Borrower or member, or
to have a trustee appointed to administer any such Plan; and (b) at the
request of the Administrative Agent or any Bank each annual report (IRS Form 5500
series) and all accompanying schedules, the most recent actuarial reports, the
most recent financial information concerning the financial status of each Plan
administered or maintained by any Borrower or any member of any of their ERISA
Groups, and schedules showing the amounts contributed to each such Plan by or
on behalf of such Borrower or any member of the ERISA Group in which any of
their personnel participate or from which such personnel may derive a benefit,
and each Schedule B (Actuarial Information) to the annual report filed by any
Borrower or any member of any of their ERISA Groups with the Internal Revenue
Service with respect to each such Plan.


 


7.3.8.3               Notice of Voluntary Termination.


 


Promptly upon the filing thereof, copies of any Form 5310 or Form 500,
or any successor or equivalent form to such forms, filed with the Internal
Revenue Service or PBGC in connection with the termination of any Plan.


 


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8.             DEFAULT


 


8.1                                 Events of Default.


 


An Event of
Default shall mean the occurrence or existence of any one or more of the
following events or conditions (whatever the reason therefor and whether
voluntary, involuntary or effected by operation of Law):


 


8.1.1                        Payments Under Loan Documents.


 


The Borrowers
shall fail to pay when due any principal of any Loan (including scheduled
installments, mandatory prepayments or the payment due at maturity) or shall
fail to pay, for more than two Business Days after the due date, any interest
on any Loan or when due any other amount owing hereunder or under the other
Loan Documents;


 


8.1.2                        Breach of Warranty.


 


Any representation
or warranty made at any time by any Borrower herein or in any other Loan Document,
or in any certificate, other instrument or statement furnished pursuant to the
provisions hereof or thereof, shall prove to have been false or misleading in
any material respect as of the time it was made or furnished;


 


8.1.3                        Refusal to Permit Inspections; Breach of
Negative Covenants.


 


Any Borrower shall
default in the observance or performance of any covenant contained in Section 7.1.6
or Section 7.2;


 


8.1.4                        Breach of Other Covenants.


 


Any Borrower shall
default in the observance or performance of any other covenant, condition or
provision hereof or of any other Loan Document and such default shall continue
unremedied for a period of ten (10) Business Days after any officer of any
Borrower becomes aware of the occurrence thereof;


 


8.1.5                        Defaults in Other Agreements or
Indebtedness.


 


(a) A default or
event of default shall occur at any time under the terms of any other agreement
involving borrowed money or the extension of credit or any other Indebtedness
under which any Borrower or Subsidiary of any Borrower may be obligated as a
borrower or guarantor in excess of $10,000,000.00 in the aggregate, and such
breach, default or event of default consists of the failure to pay (beyond any
period of grace permitted with respect thereto, whether waived or not) any
Indebtedness when due (whether at stated maturity, by acceleration or
otherwise) or if such breach or default permits or causes the acceleration of
any Indebtedness (and such right shall not have been waived) or the termination
of any commitment to lend, or (b) without limiting the foregoing, there
occurs any event of default under the Convertible Debt Documents, or (c) without
limiting the foregoing, the Receivables Facility is terminated prior to


 


85

















 


maturity as a result of a
breach, default, event of default, or Termination Event (as defined in the
Receivables Purchase Agreement);


 


8.1.6                        Final Judgments or Orders.


 


Any final
judgments or orders for the payment of money in excess of $10,000,000.00 (to
the extent not covered by insurance) in the aggregate shall be entered against
any Borrower or any Subsidiary of any Borrower by a court having jurisdiction
in the premises, which judgment is not discharged, vacated, bonded or stayed
pending appeal within a period of forty-five (45) days from the date of entry;


 


8.1.7                        Loan Document Unenforceable.


 


Any of the Loan
Documents shall cease to be legal, valid and binding agreements enforceable
against the party executing the same or such party’s successors and assigns (as
permitted under the Loan Documents) in accordance with the respective terms
thereof or shall in any way be terminated (except in accordance with its terms)
or become or be declared ineffective or inoperative or shall in any way be
challenged or contested or cease to give or provide the respective Liens,
security interests, rights, titles, interests, remedies, powers or privileges
intended to be created thereby;


 


8.1.8                        Uninsured Losses; Proceedings Against
Assets.


 


There shall occur
any material uninsured damage to or loss, theft or destruction of (i) the
assets of the any Loan Party or any of its Subsidiaries in excess of
$10,000,000.00, or (ii) the assets of any Borrower or any of their
Subsidiaries are attached, seized, levied upon or subjected to a writ or
distress warrant and (a) the fair market value of such assets exceeds
$10,000,000.00 or (b) such assets constitute Pledged Collateral, and the
same is not cured within sixty (60) days thereafter; or such assets come within
the possession of any receiver, trustee, custodian or assignee for the benefit
of creditors and the same is not cured within sixty (60) days thereafter;


 


8.1.9                        Notice of Lien or Assessment.


 


A notice of Lien
or assessment in excess of $10,000,000.00 which is not a Permitted Lien is
filed of record with respect to all or any part of the assets of any Borrower
or any of their Subsidiaries by the United States, or any department, agency or
instrumentality thereof, or by any state, county, municipal or other
governmental agency, including the Pension Benefit Guaranty Corporation, or if
any taxes or debts owing at any time or times hereafter to any one of these
becomes payable and the same is not paid within thirty (30) days after the same
becomes payable (unless such Borrower or such Subsidiary is contesting the
obligation as provided in Section 7.1.2);


 


8.1.10                  Insolvency.


 


Any Loan Party or
any Material Subsidiary of any Borrower ceases to be solvent or admits in
writing its inability to pay its debts as they mature;


 


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8.1.11                  Events Relating to Plans and Benefit
Arrangements.


 


Any of the
following occurs: (i) any Reportable Event, which the Administrative Agent
determines in good-faith constitutes grounds for the termination of any Plan by
the PBGC or the appointment of a trustee to administer or liquidate any Plan,
shall have occurred and be continuing; (ii) proceedings shall have been
instituted or other action taken to terminate any Plan, or a termination notice
shall have been filed with respect to any Plan; (iii) a trustee shall be
appointed to administer or liquidate any Plan; (iv) the PBGC shall give
notice of its intent to institute proceedings to terminate any Plan or Plans or
to appoint a trustee to administer or liquidate any Plan; and, in the case of
the occurrence of (i), (ii), (iii) or (iv) above, the Administrative
Agent determines in good-faith that the amount of the Borrowers’ liability is
likely to exceed 10% of its Consolidated Net Worth; (v) any Borrower or
any member of the ERISA Group shall make any amendment to a Plan with respect
to which security is required under Section 307 of ERISA; (vi) any
Borrower or any member of the ERISA Group shall withdraw completely or
partially from a Multiemployer Plan; (vii) any Borrower or any member of
the ERISA Group shall withdraw (or shall be deemed under Section 4062(e) of
ERISA to withdraw) from a Multiple Employer Plan; or (viii) any applicable
Law is adopted, changed or interpreted by any Official Body with respect to or
otherwise affecting one or more Plans, Multiemployer Plans or Benefit
Arrangements and, with respect to any of the events specified in (v), (vi),
(vii), or (viii), the Administrative Agent determines in good-faith that any
such occurrence is reasonably likely to materially and adversely affect the
total enterprise represented by TGI and the other members of the ERISA Group;


 


8.1.12                  Cessation of Business.


 


Except as
otherwise permitted herein, any Borrower or any Subsidiary of any Borrower
ceases to conduct its business as contemplated or any Borrower is enjoined,
restrained or in any way prevented by court order from conducting all or any
material part of its business and such injunction, restraint or other
preventive order is not dismissed within thirty (30) days after the entry
thereof;


 


8.1.13                  Change of Control.


 


There occurs an
event or series of events by which (i) any “person” or “group” (as such
terms are defined in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder), is or becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under such Exchange Act, except that a Person shall be deemed to have
“beneficial ownership” of all shares that any such Person has the right to
acquire without condition, other than passage of time, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 20% of the total voting power of the then outstanding
voting stock of TGI, or (ii) (A) TGI consolidates with or merges into
another corporation or conveys, transfers or leases all or substantially all of
its properties and assets (determined on a consolidated basis for TGI and its
Subsidiaries taken as a whole) to any Person, or (B) any corporation
consolidates with or merges into any Borrower or a Subsidiary of any Borrower
in a transaction in which the outstanding voting stock of TGI is changed into
or exchanged for cash, securities or other property, other than a transaction
solely between TGI and a Subsidiary of TGI;


 


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8.1.14                  Involuntary Proceedings.


 


A proceeding shall
have been instituted in a court having jurisdiction in the premises seeking a
decree or order for relief in respect of any Borrower or any of its
Subsidiaries in an involuntary case under any applicable bankruptcy,
insolvency, reorganization or other similar law now or hereafter in effect, or
for the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or similar official) of any Borrower or any of its
Subsidiaries for any substantial part of its property, or for the winding-up or
liquidation of its affairs, and such proceeding shall remain undismissed or
unstayed and in effect for a period of sixty (60) consecutive days or such
court shall enter a decree or order granting any of the relief sought in such
proceeding; or


 


8.1.15                  Voluntary Proceedings.


 


Any Loan Party or
any Material Subsidiary of any Loan Party shall commence a voluntary case under
any applicable bankruptcy, insolvency, reorganization or other similar law now
or hereafter in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or other similar official) of itself or for any
substantial part of its property or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or shall take any action in furtherance of any of the foregoing.


 


8.2                                 Consequences of Event of Default.


 


8.2.1                        Events of Default Other Than Bankruptcy,
Insolvency or Reorganization Proceedings.


 


If an Event of
Default specified under subsections 8.1.1 through 8.1.13 of Section 8.1
shall occur and be continuing, the Banks and the Administrative Agent shall be
under no further obligation to make Loans or issue Letters of Credit, as the
case may be, and the Administrative Agent may, and upon the request of the
Required Banks, shall (i) by written notice to TGI, as agent for the
Borrowers, declare the unpaid principal amount of the Notes then outstanding
and all interest accrued thereon, any unpaid fees and all other Indebtedness of
the Borrowers to the Banks hereunder and thereunder to be forthwith due and
payable, and the same shall thereupon become and be immediately due and payable
to the Administrative Agent for the benefit of each Bank without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived, and (ii) require the Borrowers to, and the Borrowers
shall thereupon, 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 maximum amount currently or at any time
thereafter available to be drawn on all outstanding Letters of Credit, and the
Borrowers, individually and collectively, hereby pledge to the Administrative
Agent and the Banks, and grant to the Administrative Agent and the Banks a
security interest in, all such cash as security for such Obligations.  Upon the curing of all existing Events of
Default to the satisfaction of the Required Banks, the Administrative Agent
shall return such cash collateral to the Borrowers; and


 


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8.2.2                        Bankruptcy, Insolvency or Reorganization
Proceedings.


 


If an Event of
Default specified under subsections 8.1.14 or 8.1.15 of Section 8.1 shall
occur, the Banks shall be under no further obligations to make Loans hereunder
and the unpaid principal amount of the Notes then outstanding and all interest
accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to
the Banks hereunder and thereunder shall be immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which are
hereby expressly waived; and


 


8.2.3                        Set-off.


 


If an Event of
Default shall occur and be continuing, any Bank to whom any Obligation is owed
by any Borrower hereunder or under any other Loan Document or any participant
of such Bank which has agreed in writing to be bound by the provisions of Section 3.2  and 9.13 and any branch, Subsidiary or
Affiliate of such Bank or participant anywhere in the world shall have the
right, in addition to all other rights and remedies available to it, without
notice to the Borrowers, to set-off against and apply to the then unpaid
balance of all the Loans and all other Obligations of any such Borrower
hereunder or under any other Loan Document any debt owing to, and any other
funds held in any manner for the account of, any such Borrower by such Bank or
participant or by such branch, Subsidiary or Affiliate, including all funds in
all deposit accounts (whether time or demand, general or special, provisionally
credited or finally credited, or otherwise) now or hereafter maintained by any
Borrower for its own account (but not including funds held in custodian or
trust accounts) with such Bank or participant or such branch, Subsidiary or
Affiliate.  Such right shall exist
whether or not any Bank or the Administrative Agent shall have made any demand
under this Agreement or any other Loan Document, whether or not such debt owing
to or funds held for the account of such Borrower is or are matured or
unmatured and regardless of the existence or adequacy of any Guaranty or any
other security, right or remedy available to any Bank or the Administrative
Agent; and


 


8.2.4                        Suits, Actions, Proceedings.


 


If an Event of
Default shall occur and be continuing, and whether or not the Administrative
Agent shall have accelerated the maturity of Loans to the Borrowers pursuant to
any of the foregoing provisions of this Section 8.2, the Administrative Agent
or any Bank, if owed any amount with respect to the Notes, may proceed to
protect and enforce its rights by suit in equity, action at law and/or other
appropriate proceeding, whether for the specific performance of any covenant or
agreement contained in this Agreement or the Notes, including as permitted by
applicable Law the obtaining of the ex  parte appointment of a
receiver, and, if such amount shall have become due, by declaration or
otherwise, proceed to enforce the payment thereof or any other legal or
equitable right of the Administrative Agent or such Bank; and


 


8.2.5                        Application of Proceeds; Collateral
Sharing.


 


8.2.5.1     Application of Proceeds.


 


From and after the
date on which the Administrative Agent has taken any action pursuant to this Section 8.2
and until all Obligations of the Borrowers have been paid in full, any


 


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and all proceeds received by the Administrative Agent from any sale or
other disposition of the Pledged Collateral, or any part thereof, or on account
of the exercise of other remedies by the Administrative Agent, shall be applied
as follows:


 


(i)            first, to reimburse the
Administrative Agent and the Banks for out-of-pocket costs, expenses and
disbursements, including reasonable attorneys’ and paralegals’ fees and legal
expenses, incurred by the Administrative Agent or the Banks in connection with
realizing on the Pledged Collateral or collection of any Obligations of any
Borrower or any Guarantor under any of the Loan Documents, including advances
made by the Banks or any one of them or the Administrative Agent for the
reasonable maintenance, preservation, protection or enforcement of, or
realization upon, the Pledged Collateral, including reasonable expenses
incurred to sell or otherwise realize on, or prepare for sale or other
realization on, any of the Pledged Collateral;


 


(ii)           second, to the repayment of all
Obligations and Indebtedness then due and unpaid of any Borrower or any
Guarantor to the Banks incurred under this Agreement or any of the Loan
Documents or a Bank-Provided Interest Rate Hedge, whether of principal,
interest, fees, expenses or otherwise, in such manner as the Administrative
Agent may determine in its discretion; and


 


(iii)          the balance, if any, to TGI, as agent
for the Borrowers or as required by Law.


 


8.2.5.2     Collateral Sharing.


 


All Liens granted
under the Pledge Agreement and any other Loan Document (the “Collateral
Documents”) shall secure ratably and on a pari passu basis (i) the
Obligations in favor of the Administrative Agent and the Banks hereunder and (ii) the
Obligations incurred by any of the Loan Parties in favor of any Bank which
provides a Bank-Provided Interest Rate Hedge (the “IRH Provider”).  The Administrative Agent under the Collateral
Documents shall be deemed to serve as the collateral agent (the “Collateral
Agent”) for the IRH Provider and the Banks hereunder, provided that the
Collateral Agent shall comply with the instructions and directions of the
Administrative Agent (or the Banks under this Agreement to the extent that this
Agreement or any other Loan Documents empowers the Banks to direct the
Administrative Agent), as to all matters relating to the Collateral, including
the maintenance and disposition thereof. 
No IRH Provider (except in its capacity as a Bank hereunder) shall be
entitled or have the power to direct or instruct the Collateral Agent on any
such matters or to control or direct in any manner the maintenance or
disposition of the Collateral.


 


8.2.5.3     Notice of Sale.


 


Any notice
required to be given by the Administrative Agent of a sale, lease, or other
disposition of the Pledged Collateral or any other intended action by the
Administrative Agent, if given ten (10) days prior to such proposed
action, shall constitute commercially reasonable and fair notice thereof to the
applicable Pledgors.


 


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9.             THE AGENT


 


9.1                                 Appointment.


 


Each Bank hereby
irrevocably designates, appoints and authorizes PNC Bank to act as
Administrative Agent for such Bank under this Agreement to execute and deliver
or accept on behalf of each of the Banks the other Loan Documents.  Each Bank hereby irrevocably authorizes, and
each holder of any Note by the acceptance of a Note shall be deemed irrevocably
to authorize, the Administrative Agent to take such action on its behalf under
the provisions of this Agreement and the other Loan Documents and any other
instruments and agreements referred to herein, and to exercise such powers and
to perform such duties hereunder as are specifically delegated to or required
of the Administrative Agent by the terms hereof, together with such powers as
are reasonably incidental thereto.  PNC
Bank agrees to act as the Administrative Agent on behalf of the Banks to the
extent provided in this Agreement. 
Furthermore, Citizens Bank of Pennsylvania shall be named Documentation
Agent, Bank of America, N.A. shall be named Syndication Agent and JPMorgan
Chase Bank, N.A., Sovereign Bank, Branch Banking & Trust Company and
Manufacturers and Traders Trust Company shall be named Managing Agents, though
none shall have any duties in connection with this Agreement or have by reason
of this Agreement a fiduciary or trust relationship in respect of any Bank.


 


9.2                                 Delegation of Duties.


 


The Administrative
Agent may perform any of its duties hereunder by or through agents or employees
(provided such delegation does not constitute a relinquishment of its
duties as Administrative Agent) and, subject to Sections 9.5 and 9.6, shall be
entitled to engage and pay for the advice or services of any attorneys,
accountants or other experts concerning all matters pertaining to its duties
hereunder and to rely upon any advice so obtained.


 


9.3                                 Nature of Duties; Independent Credit
Investigation.


 


The Administrative
Agent shall have no duties or responsibilities except those expressly set forth
in this Agreement and no implied covenants, functions, responsibilities,
duties, obligations, or liabilities shall be read into this Agreement or
otherwise exist.  The duties of the
Administrative Agent shall be mechanical and administrative in nature; the
Administrative Agent shall not have by reason of this Agreement a fiduciary or
trust relationship in respect of any Bank; and nothing in this Agreement,
expressed or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations in respect of this Agreement except as
expressly set forth herein.  Each Bank
expressly acknowledges (i) that the Administrative Agent has not made any
representations or warranties to it and that no act by the Administrative Agent
hereafter taken, including any review of the affairs of any Borrower, shall be
deemed to constitute any representation or warranty by the Administrative Agent
to any Bank; (ii) that it has made and will continue to make, without
reliance upon the Administrative Agent, its own independent investigation of
the financial condition and affairs and its own appraisal of the
creditworthiness of the Borrowers in connection with this Agreement and the
making and continuance of the Loans hereunder; and (iii) except as
expressly provided herein, that the Administrative Agent shall have no duty or
responsibility, either initially or on a continuing


 


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basis, to provide any Bank with any credit or other information with
respect thereto, whether coming into its possession before the making of any
Loan or at any time or times thereafter.


 


9.4                                 Actions in Discretion of Administrative
Agent; Instructions from the Banks.


 


The Administrative
Agent agrees, upon the written request of the Required Banks, to take or
refrain from taking any action of the type specified as being within the
Administrative Agent’s rights, powers or discretion herein, provided  that
the Administrative Agent shall not be required to take any action which exposes
the Administrative Agent to personal liability or which is contrary to this
Agreement or any other Loan Document or applicable Law.  In the absence of a request by the Required
Banks, the Administrative Agent shall have authority, in its sole discretion,
to take or not to take any such action, unless this Agreement specifically
requires the consent of the Required Banks or all of the Banks.  Any action taken or failure to act pursuant
to such instructions or discretion shall be binding on the Banks, subject to Section 9.6.  Subject to the provisions of Section 9.6,
no Bank shall have any right of action whatsoever against the Administrative
Agent as a result of the Administrative Agent acting or refraining from acting
hereunder in accordance with the instructions of the Required Banks, or in the
absence of such instructions, in the absolute discretion of the Administrative
Agent.


 


9.5                                 Reimbursement and Indemnification of
Administrative Agent by the Borrowers.


 


The Borrowers,
jointly and severally, unconditionally agree to pay or reimburse the
Administrative Agent and save the Administrative Agent harmless against (a) liability
for the payment of all reasonable and actual out-of-pocket costs, expenses and
disbursements, including fees and expenses of counsel, appraisers and
environmental consultants, incurred by the Administrative Agent (i) in
connection with the development, negotiation, preparation, printing, execution,
administration, syndication, interpretation and performance of this Agreement
and the other Loan Documents, (ii) relating to any requested amendments,
waivers or consents pursuant to the provisions hereof, (iii) in connection
with the enforcement of this Agreement or any other Loan Document or collection
of amounts due hereunder or thereunder or the proof and allowability of any
claim arising under this Agreement or any other Loan Document, whether in
bankruptcy or receivership proceedings or otherwise, and (iv) in any
workout, restructuring or in connection with the protection, preservation,
exercise or enforcement of any of the terms hereof or of any rights hereunder
or under any other Loan Document or in connection with any foreclosure,
collection or bankruptcy proceedings, and (b) all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against the Administrative Agent, in its capacity
as such, in any way relating to or arising out of this Agreement or any other
Loan Documents or any action taken or omitted by the Administrative Agent
hereunder or thereunder, provided  that the Borrowers shall not be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements if the
same results from the Administrative Agent’s gross negligence or willful
misconduct, or if TGI, as agent for the Borrowers, was not given notice of the
subject claim and the opportunity to participate in the defense thereof, at its
expense (except that the Borrowers shall remain liable to the extent such
failure to give notice does not result in a loss to the Borrowers), or if the
same results from a compromise or settlement agreement entered into without the
consent of TGI, as agent for the Borrowers, which shall not be unreasonably


 


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withheld.  In addition, the
Borrowers, jointly and severally, agree to reimburse and pay all reasonable
out-of-pocket expenses of the Administrative Agent’s regular employees and
agents engaged periodically to perform audits of any Borrower’s books, records
and business properties, provided  that, so long as no Event of
Default exists, the Borrowers shall not be obligated to pay for more than one
such audit per year. The indemnifications set forth herein shall be in addition
to the indemnifications elsewhere set forth in this Agreement. The provisions
of this Section shall survive and continue after repayment of the
Obligations and termination of this Agreement.


 


9.6                                 Exculpatory Provisions.


 


Neither the
Administrative Agent nor any of its directors, officers, employees, agents,
attorneys or Affiliates shall (a) be liable to any Bank for any action
taken or omitted to be taken by it or them hereunder, or in connection herewith
including pursuant to any Loan Document, unless caused by its or their own
gross negligence or willful misconduct, (b) be responsible in any manner
to any of the Banks for the effectiveness, enforceability, genuineness,
validity or the due execution of this Agreement or any other Loan Documents or
for any recital, representation, warranty, document, certificate, report or
statement herein or made or furnished under or in connection with this
Agreement or any other Loan Documents, or (c) be under any obligation to
any of the Banks to ascertain or to inquire as to the performance or observance
of any of the terms, covenants or conditions hereof or thereof on the part of
any Borrower, or the financial condition of any Borrower, or the existence or
possible existence of any Event of Default or Potential Default.  Neither the Administrative Agent nor any Bank
nor any of their respective directors, officers, employees, agents, or
Affiliates shall be liable to any Borrower for consequential damages resulting
from any breach of contract in connection with the negotiation, documentation,
administration or collection of the Loans or any of the Loan Documents.


 


9.7                                 Reimbursement and Indemnification of
Administrative Agent by Banks.


 


Each Bank agrees
to reimburse and indemnify the Administrative Agent (to the extent not
reimbursed by the Borrowers and without limiting the Obligation of the Borrowers
to do so) in proportion to its Ratable Share from and against all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against the Administrative Agent, in its capacity
as such, in any way relating to or arising out of this Agreement or any other
Loan Documents or any action taken or omitted by the Administrative Agent
hereunder or thereunder, provided  that no Bank shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements (a) if the
same results from the Administrative Agent’s gross negligence or willful
misconduct, or (b) if such Bank was not given notice of the subject claim
and the opportunity to participate in the defense thereof, at its expense
(except that such Bank shall remain liable to the extent such failure to give
notice does not result in a loss to the Bank), or (c) if the same results
from a compromise and settlement agreement entered into without the consent of
such Bank, which shall not be unreasonably withheld.  In addition, each Bank agrees promptly upon
demand to reimburse the Administrative Agent (to the extent not reimbursed by
the Borrowers and without limiting the Obligation of the Borrowers to do so) in
proportion to its Ratable Share for all amounts due and payable by the
Borrowers to the Administrative Agent in connection with the Administrative
Agent’s periodic audit of any Borrower’s books, records and business
properties.


 


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9.8                                 Reliance by Administrative Agent.


 


The Administrative
Agent shall be entitled to rely upon any writing, telegram, telex  or teletype message, resolution, notice, consent,
certificate, letter, cablegram, statement, order or other document or
conversation by telephone or otherwise believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons, and upon
the advice and opinions of counsel and other professional advisers selected by
the Administrative Agent.  The
Administrative Agent shall be fully justified in failing or refusing to take
any action hereunder unless it shall first be indemnified to its satisfaction
by the Banks against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action.


 


9.9                                 Notice of Default.


 


The Administrative
Agent shall not be deemed to have knowledge or notice of the occurrence of any
Potential Default or Event of Default unless the Administrative Agent has
received written notice from a Bank or TGI referring to this Agreement,
describing such Potential Default or Event of Default and stating that such
notice is a “notice of default.”


 


9.10                           Notices.


 


The Administrative
Agent shall promptly send to each Bank a copy of all notices received from TGI,
as agent for the Borrowers, pursuant to the provisions of this Agreement or the
other Loan Documents promptly upon receipt thereof.  The Administrative Agent shall promptly
notify TGI, as agent for the Borrowers, and the other Banks of each change in
the Base Rate and the effective date thereof.


 


9.11                           Banks in Their Individual Capacities.


 


With respect to
its Revolving Credit Commitments, the Revolving Credit Loans made by it, the
Administrative Agent shall have the same rights and powers hereunder as any
other Bank and may exercise the same as though it were not the Administrative
Agent, and the term “Banks” shall, unless the context otherwise indicates,
include the Administrative Agent in its individual capacity.  PNC Bank and its Affiliates and each of the
Banks and their respective Affiliates may, without liability to account, except
as prohibited herein, make loans to, accept deposits from, discount drafts for,
act as trustee under indentures of, and generally engage in any kind of banking
or trust business with, any Borrower and their Affiliates, in the case of the
Administrative Agent, as though it were not acting as Administrative Agent
hereunder and in the case of each Bank, as though such Bank were not a Bank
hereunder.


 


9.12                           Holders of Notes.


 


The Administrative
Agent may deem and treat any payee of any Note as the owner thereof for all
purposes hereof unless and until written notice of the assignment or transfer
thereof shall have been filed with the Administrative Agent.  Any request, authority or consent of any
Person who at the time of making such request or giving such authority or
consent is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note or of any Note or Notes
issued in exchange therefor.


 


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9.13                           Equalization of Banks.


 


The Banks and the
holders of any participations in any Notes agree among themselves that,  with respect to all amounts received by any Bank or any
such holder for application on any Obligation hereunder or under any Note or
under any such participation, whether received by voluntary payment, by
realization upon security, by the exercise of the right of set-off or banker’s
lien, by counterclaim or by any other non-pro rata source, equitable adjustment
will be made in the manner stated in the following sentence so that, in effect,
all such excess amounts will be shared ratably among the Banks and such holders
in proportion to their interests in payments under the Notes, except as
otherwise provided in Sections 3.4.2, 4.4.2, or 4.5.1.  The Banks or any such holder receiving any
such amount shall purchase for cash from each of the other Banks an interest in
such Bank’s Loans in such amount as shall result in a ratable participation by
the Banks and each such holder in the aggregate unpaid amount under the Notes, provided
that if all or any portion of such excess amount is thereafter recovered from
the Bank or the holder making such purchase, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, together with
interest or other amounts, if any, required by law (including court order) to
be paid by the Bank or the holder making such purchase.


 


9.14                           Successor Administrative Agent.


 


The Administrative
Agent may resign as Administrative Agent by giving not less than thirty (30)
days’ prior written notice to TGI, as agent for the Borrowers.  If the Administrative Agent shall resign
under this Agreement, then either (a) the Required Banks shall appoint
from among the Banks a successor agent for the Banks, subject to the consent of
TGI, as agent for the Borrowers, such consent not to be unreasonably withheld,
or (b) if a successor agent shall not be so appointed and approved within
the thirty (30) day period following the Administrative Agent’s notice to the
Banks of its resignation, then the Administrative Agent shall appoint, with the
consent of TGI, as agent for the Borrowers, such consent not to be unreasonably
withheld, a successor agent who shall serve as Administrative Agent until such
time as the Required Banks appoint and TGI, as agent for the Borrowers consents
to the appointment of a successor agent. 
Upon its appointment pursuant to either clause (a) or (b) above,
such successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term “Administrative Agent” shall mean such
successor agent,  effective upon its appointment,
and the former Administrative Agent’s rights, powers and duties as
Administrative Agent (and as Funding Bank) shall be terminated without any
other or further act or deed on the part of such former Administrative Agent or
any of the parties to this Agreement.  After
the resignation of any Administrative Agent hereunder, the provisions of this Article 9
shall inure to the benefit of such former Administrative Agent and such former
Administrative Agent shall not by reason of such resignation be deemed to be
released from liability for any actions taken or not taken by it while it was
an Administrative Agent under this Agreement.


 


9.15                           Administrative Agent’s Fee.


 


The Borrowers
shall pay to the Administrative Agent a nonrefundable fee (the “Administrative
Agent’s Fee”) under the terms of a letter (the “Administrative Agent’s
Letter”) between TGI, as agent for the Borrowers, and Administrative Agent,
as amended from time to time.


 


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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
Borrowers 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 TGI, as agent for the Borrowers) together with interest
thereon, in respect of each day during the period commencing on the date such
amount was made available to the Borrowers 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.


 


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
Borrowers 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.


 


9.18                           No Reliance on Agent’s Customer
Identification Program.


 


Each Bank
acknowledges and agrees that neither such Bank, nor any of its Affiliates,
participants or assignees, may rely on the Agent to carry out such Bank’s,
Affiliate’s, participant’s or assignee’s customer identification program, or
other obligations required or imposed under or pursuant to the USA Patriot Act
or the regulations thereunder, including the regulations contained in 31 CFR
103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other
Anti-Terrorism Law, including any programs involving any of the following items
relating to or in connection with any of the Loan Parties, their Affiliates or
their agents, the Loan Documents or the transactions hereunder or contemplated
hereby: (1) any identity verification procedures, (2) any
recordkeeping, (3) comparisons with government lists, (4) customer
notices or (5) other procedures required under the CIP Regulations or such
other Laws.


 


9.19                           Beneficiaries.


 


Except as
expressly provided herein, the provisions of this Article 9 are solely for
the benefit of the Administrative Agent and the Banks, and the Borrowers shall
not have any rights to rely on or enforce any of the provisions hereof.  In performing its functions and duties under
this Agreement, the Administrative Agent shall act solely as agent of the Banks
and does not 


 


96

















 


assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for any Borrower.


 


10.           MISCELLANEOUS


 


10.1                           Modifications, Amendments or Waivers.


 


With the written
consent of the Required Banks, the Administrative Agent, acting on behalf of
all the Banks, and the Borrowers may from time to time enter into written
agreements amending or changing any provision of this Agreement or any other
Loan Document or the rights of the Banks or the Borrowers hereunder or
thereunder, or may grant written waivers or consents to a departure from the
due performance of the Obligations of the Borrowers hereunder or
thereunder.  Any such agreement, waiver
or consent made with such written consent shall be effective to bind all the
Banks and the Borrowers; provided  that, without the written
consent of all the Banks, no agreement, waiver or consent may be made which
will:


 


10.1.1                  Increase of Commitment; Extension or
Expiration Date.


 


Increase the
aggregate amount of the Revolving Credit Commitment of the Banks hereunder
(except pursuant to Section 2.1.2 [Right to Increase Commitments]) or
extend the Expiration Date; provided  that increase in the amount
of the Revolving Credit Commitment of any Bank (including pursuant to Section 2.1.2
[Right to Increase Commitments] shall require the consent of such Bank;


 


10.1.2                 Extension of Payment; Reduction of
Principal Interest or Fees; Modification of Terms of Payment.


 


Whether or not any
Loans are outstanding, extend the time for payment of principal or interest of
any Loan, the Commitment Fee or any other fee payable to any Bank, or reduce
the principal amount of or the rate of interest borne by any Loan or reduce the
Commitment Fee or any other fee payable to any Bank, or otherwise affect the
terms of payment of the principal of or interest of any Loan, the Commitment
Fee or any other fee payable to any Bank;


 


10.1.3                  Miscellaneous.


 


Amend Sections 4.2
[Pro Rata Treatment of Banks], 9.6 [Exculpatory Provisions], 9.13 [Equalization
of Banks] or this Section 10.1, alter any provision regarding the pro rata
treatment of the Banks, change the definition of Required Banks, or change any
requirement providing for the Banks or the Required Banks to authorize the
taking of any action hereunder; and


 


10.1.4                  Release of Guarantor or Pledged
Collateral.


 


Except for sales
of assets permitted by Section 7.2.7 [Disposition of Assets or
Subsidiaries], release any Pledged Collateral or Guarantor from its Obligations
under the Guaranty and Suretyship Agreement.


 


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Notwithstanding any of the foregoing, no agreement, waiver or consent
which would modify the interests, rights or obligations of the Administrative
Agent in its capacity as Administrative Agent or as the issuer of Letters of
Credit or the provider of the Swing Loans or as the Fronting Bank shall be
effective without the written consent of the Administrative Agent.


 


Notwithstanding anything to the contrary herein, no Defaulting Bank
shall have any right to approve or disapprove any amendment, waiver or consent
hereunder other than with respect to Sections 10.1.1 through 10.1.4 above; provided
however, no Defaulting Bank shall have any right to approve or disapprove any
amendment, waiver or consent which increases the aggregate Commitment of the
Banks (other than such Defaulting Bank’s Commitment) or extends the Expiration
Date (except in the case of the commitment or Loans of such Defaulting Bank).


 


10.2                           No Implied Waivers; Cumulative Remedies;
Writing Required.


 


No course of
dealing and no delay or failure of the Administrative Agent or any Bank in
exercising any right, power, remedy or privilege under this Agreement or any
other Loan Document shall affect any other or future exercise thereof or
operate as a waiver thereof, nor shall any single or partial exercise thereof
or any abandonment or discontinuance of steps to enforce such a right, power,
remedy or privilege preclude any further exercise thereof or of any other
right, power, remedy or privilege.  The
rights and remedies of the Administrative Agent and the Banks under this
Agreement and any other Loan Documents are cumulative and not exclusive of any
rights or remedies which they would otherwise have.  Any waiver, permit, consent or approval of
any kind or character on the part of any Bank of any breach or default under
this Agreement or any such waiver of any provision or condition of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in such writing.


 


10.3                           Reimbursement and Indemnification of
Banks by the Borrowers; Taxes.


 


The Borrowers
agree, jointly and severally, unconditionally upon demand to pay or reimburse
to each Bank (other than the Administrative Agent, as to which the Borrowers’
Obligations are set forth in Section 9.5) and to save such Bank harmless
against (i) liability for the payment of all reasonable and actual
out-of-pocket costs, expenses and disbursements (including fees and expenses of
outside counsel for each Bank except with respect to (a) and (b) below),
incurred by such Bank (a) in connection with the administration and
interpretation of this Agreement, and other instruments and documents to be
delivered hereunder, (b) relating to any amendments, waivers or consents
pursuant to the provisions hereof, (c) in connection with the enforcement
of this Agreement or any other Loan Document, or collection of amounts due
hereunder or thereunder or the proof and allowability of any claim arising
under this Agreement or any other Loan Document, whether in bankruptcy or
receivership proceedings or otherwise, and (d) in any workout,
restructuring or in connection with the protection, preservation, exercise or
enforcement of any of the terms hereof or of any rights hereunder or under any
other Loan Document or in connection with any foreclosure, collection or
bankruptcy proceedings, or (ii) all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against such Bank, in its capacity as such, in any way relating to or
arising out of this Agreement or any other Loan Documents or any action taken
or omitted by such Bank hereunder or thereunder, provided  that
the Borrowers shall not be liable for any portion of such liabilities, 


 


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obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements (A) if the same results from such Bank’s
gross negligence or willful misconduct, or (B) if TGI, as agent for the
Borrowers, was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that the Borrowers
shall remain liable to the extent such failure to give notice does not result in
a loss to the Borrowers), or (C) if the same results from a compromise or
settlement agreement entered into without the consent of TGI, as agent for the
Borrowers, which shall not be unreasonably withheld.  The Banks will attempt to minimize the fees
and expenses of legal counsel for the Banks which are subject to reimbursement
by the Borrowers hereunder by considering the usage of one law firm to
represent the Banks and the Administrative Agent if appropriate under the
circumstances.  The Borrowers agree
unconditionally to pay all stamp, document, transfer, recording or filing taxes
or fees and similar impositions now or hereafter determined by the
Administrative Agent or any Bank to be payable in connection with this
Agreement or any other Loan Document, and the Borrowers agree unconditionally
to save the Administrative Agent and the Banks harmless from and against any
and all present or future claims, liabilities or losses with respect to or
resulting from any omission to pay or delay in paying any such taxes, fees or
impositions. The indemnifications set forth herein shall be in addition to the
indemnifications elsewhere set forth in this Agreement. The provisions of this Section shall
survive and continue after repayment of the Obligations and termination of this
Agreement.


 


10.4                           Holidays.


 


Whenever payment
of a Loan to be made or taken hereunder shall be due on a day which is not a
Business Day such payment shall be due on the next Business Day and such
extension of time shall be included in computing interest and fee, except that
the Loans shall be due on the Business Day preceding the Expiration Date if the
Expiration Date is not a Business Day. 
Whenever any payment or action to be made or taken hereunder (other than
payment of the Loans) shall be stated to be due on a day which is not a
business Day, such payment or action shall be made or taken on the next
following Business Day (except as provided in Section 3.2 with respect to
Interest Periods under the Euro-Rate Option), and such extension of time shall
not be included in computing interest or fees, if any, in connection with such
payment or action.


 


10.5                           Funding by Branch, Subsidiary or
Affiliate.


 


10.5.1                  Notional Funding.


 


Each Bank shall
have the right from time to time, without notice to any Borrower, to deem any
branch, Subsidiary or Affiliate (which for the purposes of this Section 10.5
shall mean any corporation or association which is directly or indirectly
controlled by or is under direct or indirect common control with any
corporation or association which directly or indirectly controls such Bank) of
such Bank to have made, maintained or funded any Loan to which the Euro-Rate
Option applies at any time, provided  that immediately following
(on the assumption that a payment were then due from the Borrowers to such
other office), and as a result of such change, the Borrowers would not be under
any greater financial obligation pursuant to Section 4.5 than they would
have been in the absence of such change. 
Notional funding offices may be selected by each Bank without regard to
the Bank’s actual methods of making, 


 


99

















 


maintaining or funding the Loans or any sources of funding actually
used by or available to such Bank.


 


10.5.2                  Actual Funding.


 


Each Bank shall
have the right from time to time to make or maintain any Loan by arranging for
a branch, Subsidiary or Affiliate of such Bank to make or maintain such Loan
subject to the last sentence of this Section 10.5.2.  If any Bank causes a branch, Subsidiary or
Affiliate to make or maintain any part of the Loans hereunder, all terms and
conditions of this Agreement shall, except where the context clearly requires
otherwise, be applicable to such part of the Loans to the same extent as if
such Loans were made or maintained by such Bank, but in no event shall any Bank’s
use of such a branch, Subsidiary or Affiliate to make or maintain any part of
the Loans hereunder cause such Bank or such branch, Subsidiary or Affiliate to
incur any cost or expenses payable by the Borrowers hereunder or require the
Borrowers to pay any other compensation to any Bank (including any expenses
incurred or payable pursuant to Section 6.1.5) which would otherwise not
be incurred.


 


10.6         Notices.


 


Any notice,
request, demand, direction or other communication (for purposes of this Section 10.6
only, a “Notice”) to be given to or made upon any party hereto under any
provision of this Agreement shall be given or made by telephone or in writing
(which includes means of electronic transmission (i.e., “e-mail”) or facsimile
transmission or by setting forth such Notice on a site on the World Wide Web (a
“Website Posting”) if Notice of such Website Posting (including the information
necessary to access such site) has previously been delivered to the applicable
parties hereto by another means set forth in this Section 10.6) in
accordance with this Section 10.6. 
Any such Notice must be delivered to the applicable parties hereto at
the addresses and numbers set forth under their respective names on Schedule
1.1(B) hereof or in accordance with any subsequent unrevoked Notice
from any such party that is given in accordance with this Section 10.6.  Any Notice shall be effective:


 


(A)          In the case of hand-delivery, when
delivered;


 


(B)           If given by mail, four days after such
Notice is deposited with the United States Postal Service, with first-class
postage prepaid, return receipt requested;


 


(C)           In the case of a telephonic Notice, when
a party is contacted by telephone, if delivery of such telephonic Notice is
confirmed no later than the next Business Day by hand delivery, a facsimile or
electronic transmission, a Website Posting or overnight courier delivery of a
confirmatory notice (received at or before noon on such next Business Day);


 


(D)          In the case of a facsimile transmission,
when sent to the applicable party’s facsimile machine’s telephone number if the
party sending such Notice 


 


100

















 


receives
confirmation of the delivery thereof from its own facsimile machine;


 


(E)           In the case of electronic transmission,
when actually received;


 


(F)           In the case of a Website Posting, upon
delivery of a Notice of such posting (including the information necessary to
access such web site) by another means set forth in this Section 10.6; and


 


(G)           If given by any other means (including by
overnight courier), when actually received.


 


Any Bank giving a
Notice to a Loan Party shall concurrently send a copy thereof to the Agent, and
the Agent shall promptly notify the other Banks of its receipt of such
Notice.  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.


 


10.7                           Severability.


 


The provisions of
this Agreement are intended to be severable. 
If any provision of this Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such provision shall, as
to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability
without in any manner affecting the validity or enforceability thereof in any
other jurisdiction or the remaining provisions hereof in any jurisdiction.


 


10.8                           Governing Law.


 


Each Letter of
Credit and Section 2.8 shall be subject to the Uniform Customs and
Practice for Documentary Credits (1993 Revision), International Chamber of
Commerce Publication No. 500, as the same may be revised or amended from
time to time, and to the extent not inconsistent therewith, the internal laws
of the Commonwealth of Pennsylvania without regard to its conflict of laws
principles and the balance of this Agreement shall be deemed to be a contract
under the Laws of the Commonwealth of Pennsylvania and for all purposes shall
be governed by and construed and enforced in accordance with the internal laws
of the Commonwealth of Pennsylvania without regard to its conflict of laws
principles.


 


10.9                           Prior Understanding.


 


This Agreement and
the other Loan Documents supersede all prior understandings and agreements,
whether written or oral, between the parties hereto and thereto relating to the
transactions provided for herein and therein, including any prior
confidentiality agreements and commitments.


 


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10.10                     Duration; Survival.


 


All
representations and warranties of the Borrowers contained herein or made in
connection herewith shall survive the making of Loans and issuance of Letters
of Credit and shall not be waived by the execution and delivery of this
Agreement, any investigation by the Administrative Agent or the Banks, the
making of Loans, issuance of Letters of Credit, or payment in full of the
Loans.  All covenants and agreements of
the Borrowers contained in Sections 7.1, 7.2 and 7.3 herein shall continue in
full force and effect from and after the date hereof so long as any Borrower
may borrow or request Letters of Credit hereunder and until termination of the
Revolving Credit Commitments and payment in full of the Loans and expiration or
termination of all Letters of Credit. 
All covenants and agreements of the Borrowers contained herein relating
to the payment of additional compensation or expenses and indemnification,
including those set forth in the Notes, Article 4 and Sections 9.5, 9.7
and 10.3, shall survive payment in full of the Loans, expiration or termination
of the Letters of Credit and termination of the Revolving Credit Commitments.


 


10.11                     Successors and Assigns.


 


10.11.1                        Successors;  Assignments.


 


This Agreement
shall be binding upon and shall inure to the benefit of the Banks, the
Administrative Agent, the Borrowers and their respective successors and
assigns, except that no Borrower may assign or transfer any of its rights and
Obligations hereunder or any interest herein. 
Each Bank may, at its own cost, make assignments of or sell
participations in all or any part of its Revolving Credit Commitment and the
Loans made by it to one or more banks or other financial institutions, subject
to the consent of TGI, as agent for the Borrowers, and the Administrative Agent
with respect to any assignee, such consent not to be unreasonably withheld, and
provided that assignments may not be made in amounts less than
$5,000,000 and provided further that no assignment to a transferee which is
unable to fund Optional Currency Loans (either a then-existing Non-Fronting
Bank or a transferee which would request to become a Non-Fronting Bank if it
were to become a Bank hereunder) shall be made without the written consent of
the Fronting Bank to accept such transferee as a Non-Fronting Bank at a Dollar
Equivalent amount at least equal to the maximum amount of Optional Currency
Loans which such transferee could become obligated to advance, which consent
may be withheld in the sole and absolute discretion of the Fronting Bank.  In the case of an assignment, upon receipt by
the Administrative Agent of the Assignment and Assumption Agreement, the
assignee shall have, to the extent of such assignment (unless otherwise provided
therein), the same rights, benefits and obligations as it would have if it had
been a signatory Bank hereunder, the Commitments in Section 2.1 shall be
adjusted accordingly, and upon surrender of any Note subject to such
assignment, the Borrowers shall execute and deliver a new Note to the assignee
in an amount equal to the amount of the Revolving Credit Commitment assumed by
it and a new Revolving Credit Note to the assigning Bank in an amount equal to
the Revolving Credit Commitment retained by it hereunder.  The assigning Bank shall pay to the
Administrative Agent a service fee in the amount of $3,500 for each
assignment.  In the case of a
participation, the selling Bank shall notify TGI, as agent for the Borrowers,
and the Administrative Agent of the participant’s identity, and the participant
shall only have the rights specified in Section 8.2.3 (the participant’s
rights against such Bank in respect of such participation to be those set forth
in the agreement executed 


 


102

















 


by such Bank in favor of the participant relating thereto and not to
include any voting rights except with respect to changes of the type referenced
in clauses 10.1.1., 10.1.2. or 10.1.3 under Section 10.1), all of such
Bank’s obligations under this Agreement or any other Loan Document shall remain
unchanged, and all amounts payable by the Borrowers hereunder or thereunder
shall be determined as if such Bank had not sold such participation.  Any assignee or participant which is not
incorporated under the Laws of the United States of America or a state thereof
shall deliver to TGI, as agent for the Borrowers, and the Administrative Agent
the form of certificate described in Section 10.17 relating to federal
income tax withholding.  Each Bank may
furnish any publicly available information concerning the Borrowers or their
Subsidiaries and any other information concerning the Borrowers or their
Subsidiaries in the possession of such Bank from time to time to assignees and
participants (including prospective assignees or participants), provided
that such assignees and participants agree to be bound by the provisions
of Section 10.12.  Each Bank may at
any time pledge or assign all or any portion of its rights under the Loan
Documents (including any portion of its Notes) to any of the twelve (12)
Federal Reserve Banks organized under Section 4 of the Federal Reserve
Act, 12 U.S.C. Section 341.  No such
pledge or assignment or enforcement thereof shall release any Bank from its
obligations under any of the Loan Documents.


 


10.11.2                        Additional Banks.


 


A lender which is
to become a party to this Agreement as a Bank pursuant to Section 2.1.2
[Right to Increase Commitments] hereof, or otherwise (each an “Additional Bank”)
shall execute and deliver to the Administrative Agent a Bank Joinder to this
Agreement in substantially the form attached hereto as Exhibit 1.1(B).  Upon execution and delivery of a Bank
Joinder, such Additional Bank shall be a party hereto and a “Bank” under each
of the Loan Documents for all purposes. 
On the effective date of such Bank Joinder the Borrowers shall repay all
Revolving Credit Loans on such effective date, subject to Section 4.5
[Additional Compensation in Certain Circumstances] and reborrow a like amount
on such date and such Additional Bank, together with all of the Banks, shall
participate in such new Loans in accordance with their Ratable Shares as
modified on the effective date of such Bank Joinder. Schedule 1.1(B) shall
be amended and restated on the date of such Bank Joinder to read as set forth on
the attachment to such Bank Joinder. 
Simultaneously with the execution and delivery of such Bank Joinder, the
Borrowers shall execute, if requested, a Revolving Credit Note and deliver it
to such Additional Bank together with copies of such other documents described
in Section 6.1 [First Loans] hereof as such Additional Bank may reasonably
require.


 


10.12                     Confidentiality.


 


The Administrative
Agent and the Banks each agree to keep confidential all information obtained
from the Borrowers or their Subsidiaries which is nonpublic and confidential or
proprietary in nature (including any information the Borrowers specifically
designate as confidential), except as provided below, and to use such
information only in connection with their respective capacities under this
Agreement and for the purposes contemplated hereby.  The Administrative Agent and the Banks shall
be permitted to disclose such information (i) to one or more of their
Affiliates, and their and their Affiliates’ respective directors, officers,
employees, agents, outside legal counsel, accountants and other professional
advisors, subject to agreement of such Persons to maintain the confidentiality,
(ii) to assignees and participants as contemplated 


 


103

















 


by Section 10.11, (iii) to the extent requested by any bank
regulatory authority or, with notice to TGI, as agent for the Borrowers, to the
extent legally permissible as determined by the Administrative Agent or such
Bank in its sole discretion, as otherwise required by applicable Law or by any
subpoena or similar legal process, or in connection with any investigation or
proceeding arising out of the transactions contemplated by this Agreement, (iv) if
it becomes publicly available other than as a result of a breach of this
Agreement or becomes available from a source not subject to confidentiality
restrictions, or (v) if TGI, as agent for the Borrowers, shall have
consented to such disclosure.


 


10.13                     Counterparts.


 


This Agreement may
be executed by different parties hereto on any number of separate counterparts,
each of which, when so executed and delivered, shall be an original, and all
such counterparts shall together constitute one and the same instrument.


 


10.14                     Administrative Agent’s or Bank’s Consent.


 


Whenever the
Administrative Agent’s or any Bank’s consent is required to be obtained under
this Agreement or any of the other Loan Documents as a condition to any action,
inaction, condition or event, the Administrative Agent and each Bank shall be
authorized to give or withhold such consent in its sole and absolute discretion
and to condition its consent upon the giving of additional collateral, the
payment of money or any other matter.


 


10.15                     Exceptions.


 


The
representations, warranties and covenants contained herein shall be independent
of each other, and no exception to any representation, warranty or covenant
shall be deemed to be an exception to any other representation, warranty or
covenant contained herein unless expressly provided, nor shall any such
exceptions be deemed to permit any action or omission that would be in
contravention of applicable Law.


 


10.16                     Consent to Forum; Waiver of Jury Trial.


 


EACH
BORROWER HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THE
COURT OF COMMON PLEAS OF CHESTER COUNTY AND THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA, AND WAIVES PERSONAL SERVICE OF ANY
AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE
BY CERTIFIED OR REGISTERED MAIL DIRECTED TO THE BORROWERS AT THE ADDRESSES
PROVIDED FOR IN SECTION 10.6 AND SERVICE SO MADE SHALL BE DEEMED TO BE
COMPLETED UPON ACTUAL RECEIPT THEREOF. 
EACH BORROWER WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY
ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY
DEFENSE BASED ON LACK OF JURISDICTION OR VENUE. 
EACH BORROWER, THE AGENT AND THE BANKS HEREBY WAIVE TRIAL BY JURY IN ANY
ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED
TO THIS 


 


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AGREEMENT, THE PLEDGED COLLATERAL OR ANY OTHER
LOAN DOCUMENT TO THE FULL EXTENT PERMITTED BY LAW.


 


10.17                     Certifications From Banks and
Participants.


 


10.17.1                Tax Withholding.


 


Each Bank or
assignee or participant of a Bank that is not incorporated under the Laws of
the United States of America or a state thereof (and, upon the written request
of the Administrative Agent, each other Bank or assignee or participant of a
Bank) agrees that it will deliver to each of TGI, as agent for the Borrowers,
and the Administrative Agent two (2) duly completed appropriate valid
Withholding Certificates (as defined under § 1.1441-1(c)(16) of the Income Tax
Regulations (the “Regulations”)) certifying its status (i.e. U.S. or foreign
person) and, if appropriate, making a claim of reduced, or exemption from, U.S.
withholding tax on the basis of an income tax treaty or an exemption provided
by the Internal Revenue Code.  The term “Withholding
Certificate” means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-8IMY
and the related statements and certifications as required under § 1.1441-1(e)(2) and/or
(3) of the Regulations; a statement described in § 1.871-14(c)(2)(v) of
the Regulations; or any other certificates under the Internal Revenue Code or
Regulations that certify or establish the status of a payee or beneficial owner
as a U.S. or foreign person.  Each Bank,
assignee or participant required to deliver to TGI and the Administrative Agent
a Withholding Certificate pursuant to the preceding sentence shall deliver such
valid Withholding Certificate as follows: 
(A) each Bank which is a party hereto on the Closing Date shall
deliver such valid Withholding Certificate at least five (5) Business Days
prior to the first date on which any interest or fees are payable by the
Borrowers hereunder for the account of such Bank; (B) each assignee or
participant shall deliver such valid Withholding Certificate at least five (5) Business
Days before the effective date of such assignment or participation (unless the
Administrative Agent in its sole discretion shall permit such assignee or
participant to deliver such valid Withholding Certificate less than five (5) Business
Days before such date in which case it shall be due on the date specified by
the Administrative Agent).  Each Bank,
assignee or participant which so delivers a valid Withholding Certificate
further undertakes to deliver to each of TGI, as agent for the Borrowers, and
the Administrative Agent two (2) additional copies of such Withholding
Certificate (or a successor form) on or before the date that such Withholding
Certificate expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent Withholding Certificate so delivered by
it, and such amendments thereto or extensions or renewals thereof as may be
reasonably requested by TGI, as agent for the Borrowers, or the Administrative
Agent.  Notwithstanding the submission of
a Withholding Certificate claiming a reduced rate of or exemption from U.S.
withholding tax, the Administrative Agent shall be entitled to withhold United
States federal income taxes at the full 30% withholding rate if in its
reasonable judgment it is required to do so under the due diligence
requirements imposed upon a withholding agent under § 1.1441-7(b) of the
Regulations.  Further, the Administrative
Agent is indemnified under § 1.1461-1(e) of the Regulations against any
claims and demands of any Bank or assignee or participant of a Bank for the
amount of any tax it deducts and withholds in accordance with regulations under
§ 1441 of the Internal Revenue Code.


 


105

















 


10.18                     Public Filings.


 


The Administrative
Agent agrees to use reasonable efforts to provide to TGI, as agent for the
Borrowers, this Agreement, any other Loan Document and any amendments or
supplements hereto or thereto in a computer readable format if so requested by
TGI in connection with public filings.


 


10.19                     Agent Titles.


 


Each of the parties hereto acknowledge and agree that each of the titles
of  “Lead Arranger;” “Documentation
Agent;” “Syndication Agent” and “Managing Agents” is honorary and does not
imply or impose any duty or obligation of any nature on any party having any
such title.


 


10.20                     Joinder of Borrowers
and Guarantors.


 


(i)            Each Domestic Material Subsidiary acquired, formed or
in existence after the Closing Date shall be required to, and, each Foreign
Subsidiary upon electing to do so may, become a Borrower or a Guarantor
hereunder, and the Borrowers and the Guarantors shall complete all of the
following steps in clauses (a) and (b) below within thirty (30) days
(unless such time period is extended in writing by the Administrative Agent)
after the date of organization or acquisition of (or in the case of a Foreign
Subsidiary, election by) such Subsidiary: (a) cause such Person to sign
and join in this Agreement or the Guaranty and Suretyship Agreement by
execution and delivery to the Administrative Agent of one or more counterparts
of a Joinder hereto in the form attached hereto as Exhibit 10.20(A) or
Exhibit 10.20(B) (each, as the case may be, a “Borrower Joinder”
or “Guarantor Joinder”), appropriately dated, (b) deliver to the
Administrative Agent all certificates and other documents referred to in Section 6
of this Agreement and such Borrower Joinder or Guarantor Joinder and (c) deliver
to the Administrative Agent documents necessary to grant and perfect Prior
Security Interests to the Administrative Agent for the benefit of the Banks in
all Pledged Collateral held by the owners of such Subsidiary if it is a Foreign
Subsidiary owned directly by a Domestic Subsidiary. The Borrowers covenant and
agree to cause all Domestic Material Subsidiaries to comply with the terms of
this Section 10.20(i).


 


(ii)           The Borrowers agree that at all times the Borrowers
and the Guarantors hereunder shall have directly accounted for not less than
95% of Consolidated EBITDA of TGI and its Subsidiaries for the four fiscal
quarter period then last ended.


 


(iii)          Notwithstanding anything to the contrary herein or in
the other Loan Documents, the obligations of each Foreign Borrower on account
of principal and interest under the Loans and Reimbursement Obligations and
Letters of Credit Borrowings shall be limited to the principal amount advanced
to such Foreign Borrower or its Subsidiaries and reimbursement of draws under
Letters of Credit issued for the account of such Foreign Borrower or its
Subsidiaries and, in each case, interest and/or fees thereon. Each Foreign
Borrower shall be liable only for its pro  rata share of all fees
and expenses and other sums due hereunder (other than principal and interest on
the Loans) based upon the ratio of Loans outstanding to, and Letters of Credit
Outstanding for Letters of Credit issued for the account of, such Foreign
Borrower or its 


 


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Subsidiaries to the total
amount of Loans outstanding and Letters of Credit Outstanding hereunder.


 


(iv)          Any Foreign Borrower may from time to time deliver a termination
notice to the Administrative Agent requesting that it no longer be a party
hereto. Such termination shall be effective two Business Days after receipt by
the Administrative Agent so long as all Obligations of such Foreign Borrower
hereunder have been paid in full (including principal, interest and other
amounts) and no Letter of Credit issued for the account or benefit of such
Foreign Borrower or its Subsidiaries is outstanding; provided  that,
to the extent this Agreement provides for the survival of certain provisions
upon termination hereof, such surviving provisions shall survive a termination
under this subsection with respect to any such Foreign Borrower. Following
receipt of such notice, no further Loans may be borrowed by, or Letters of Credit
issued for the account of, such Foreign Borrower or its Subsidiaries hereunder,
unless such Foreign Borrower shall thereafter rejoin this Agreement as a
Borrower pursuant to the joinder provisions of this Section 10.20.


 


(v)           For purposes of determining Loans outstanding for the
benefit of a Foreign Borrower and its Subsidiaries, principal payments received
hereunder shall be applied first to Obligations of Domestic Borrowers, unless (a) such
payments are made directly by a Foreign Borrower (in which case such payments
shall first be applied to Obligations of the Foreign Borrower making such
payment) or (b) TGI designates at the time such payment is made that such
payment is applicable to the Obligations of an identified Foreign Borrower and
certifies that the funds for such payment were received from such Foreign
Borrower.


 


(vi)          Subject to the limitation of liability of Foreign
Borrowers as expressly set forth in this Section 10.20, all Obligations of
the Borrowers and Guarantors are joint and several.


 


10.21                     USA Patriot Act.


 


Each Bank or
assignee or participant of a Bank that is not incorporated under the Laws of
the United States of America or a state thereof (and is not excepted from the
certification requirement contained in Section 313 of the USA Patriot Act
and the applicable regulations because it is both (i) an affiliate of a
depository institution or foreign bank that maintains a physical presence
in the United states or foreign county, and (ii) subject to supervision by
a banking authority regulating such affiliated depository institution or
foreign bank) shall deliver to the Agent the certification, or, if applicable,
recertification, certifying that such Bank is not a “shell” and certifying to
other matters as required by Section 313 of the USA Patriot Act and the
applicable regulations: (1) within 10 days after the Closing Date, and (2) as
such other times as are required under the USA Patriot Act.


 


10.22                     Amendment and Restatement, No Novation.


 


This Agreement
amends and restates in its entirety the 2005 Credit Agreement, and Borrowers
confirm that:  the 2005 Credit Agreement,
the other Loan Documents and the Collateral for the Obligations thereunder (as
all such capitalized terms are defined in the Original Credit Agreement) have
at all times, since the date of the execution and delivery of such documents,
remained in full force and effect and continued to secure such obligations
which are 


 


107

















 


continued as the Obligations hereunder as amended hereby.  The Loans hereunder are a continuation of the
Loans under (and as such term is defined in) the 2005 Credit Agreement.  The Borrowers, the Administrative Agent, and
the Banks acknowledge and agree that the amendment and restatement of the 2005
Credit Agreement by this Agreement is not intended to constitute, nor does it
constitute, a novation, interruption, suspension of continuity, satisfaction,
discharge or termination of the obligations, loans, liabilities, or
indebtedness under the 2005 Credit Agreement and other Loan Documents
thereunder or the collateral security therefor, and this Agreement and the
other Loan Documents are entitled to all rights and benefits originally
pertaining to the 2005 Credit Agreement and the other Loan Documents (as such term
is defined therein).


 


108

















 


[SIGNATURE PAGE 1 OF 15 TO
THE

CREDIT AGREEMENT]


 


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


 


	
   

  	
   

  	
  BORROWERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRIUMPH GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ M. David Kornblatt

  
	
   

  	
   

  	
  Name: M. David
  Kornblatt

  
	
   

  	
   

  	
  Title: Executive Vice
  President & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRIUMPH LOGISTICS - UK, LIMITED

  
	
   

  	
   

  	
  TRIUMPH AVIATION SERVICES ASIA, Ltd.

  
	
   

  	
   

  	
  PLACAS TERMODINAMICAS, S.A. de C.V.

  
	
   

  	
   

  	
  TRIUMPH CONTROLS - UK, Ltd.

  
	
   

  	
   

  	
  TRIUMPH ACTUATION & MOTION CONTROL SYSTEMS - UK, Ltd.

  
	
   

  	
   

  	
  TRIUMPH CONTROLS - GERMANY GmbH

  
	
   

  	
   

  	
  TRIUMPH GROUP MEXICO S. de R.L. de C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Richard C. Ill

  
	
   

  	
   

  	
  Name:
  Richard C. Ill

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRIUMPH
  CONTROLS (EUROPE) SAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Richard C. Ill

  
	
   

  	
   

  	
  Name:
  Richard C. Ill

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONSTRUCTIONS
  BREVETEES D’ALFORTVILLE SAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Pierre Vauterin

  
	
   

  	
   

  	
  Name:
  Pierre Vauterin

  
	
   

  	
   

  	
  Title:
  President

  



 


109
















 


[SIGNATURE PAGE 2 OF 15 TO THE

CREDIT AGREEMENT]


 


 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, individually
  and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian T. Vesey

  
	
   

  	
  Name:

  	
  Brian
  T. Vesey

  
	
   

  	
  Title:

  	
  Vice President

  



 


110

















 


[SIGNATURE
PAGE 3 OF 15 TO THE

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

  



 


111

















 


[SIGNATURE
PAGE 4 OF 15 TO THE

CREDIT AGREEMENT]


 


 


	
   

  	
  CITIZENS BANK OF PENNSYLVANIA, individually
  and as Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Carol Castle

  
	
   

  	
  Name:

  	
  Carol
  Castle

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


112

















 


[SIGNATURE
PAGE 5 OF 15 TO THE

CREDIT AGREEMENT]


 


 


	
   

  	
  MANUFACTURERS AND
  TRADERS TRUST COMPANY, individually
  and as Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tracey E. Swayer - Calhoun

  
	
   

  	
  Name:

  	
  Tracey
  E. Sawyer - Calhoun

  
	
   

  	
  Title:

  	
  Vice President

  



 


113

















 


[SIGNATURE
PAGE 6 OF 15 TO THE

CREDIT AGREEMENT]


 


 


	
   

  	
  JP MORGAN CHASE BANK, N.A., individually
  and as Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Deborah R. Winkler

  
	
   

  	
  Name:

  	
  Deborah
  R. Winkler

  
	
   

  	
  Title:

  	
  Vice President

  



 


114

















 


[SIGNATURE
PAGE 7 OF 15 TO THE

CREDIT AGREEMENT]


 


 


	
   

  	
  SOVEREIGN BANK, individually and as
  Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Francis D. Phillip

  
	
   

  	
  Name:

  	
  Francis
  D. Phillip

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


115

















 


[SIGNATURE
PAGE 8 OF 15 TO THE

CREDIT AGREEMENT]


 


 


	
   

  	
  BRANCH BANKING AND TRUST COMPANY, individually
  and as Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard L. Keever, Jr.

  
	
   

  	
  Name:

  	
  Richard
  L. Keever, Jr.

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


116

















 


[SIGNATURE
PAGE 9 OF 15 TO THE

CREDIT AGREEMENT]


 


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Patrick McGraw

  
	
   

  	
  Name:

  	
  Patrick
  McGraw

  
	
   

  	
  Title:

  	
  Vice President

  



 


117

















 


[SIGNATURE
PAGE 10 OF 15 TO THE

CREDIT AGREEMENT]


 


 


	
   

  	
  TRISTATE CAPITAL BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Timothy A. Merriman

  
	
   

  	
  Name:

  	
  Timothy
  A. Merriman

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


118

















 


[SIGNATURE
PAGE 11 OF 15 TO THE

CREDIT AGREEMENT]


 


 


	
   

  	
  TORONTO DOMINION (NEW YORK) LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Debbi L. Brito

  
	
   

  	
  Name:

  	
  Debbi
  L. Brito

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 


119

















 


[SIGNATURE
PAGE 12 OF 15 TO THE

CREDIT AGREEMENT]


 


 


	
   

  	
  FIRST COMMONWEALTH BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lawrence C. Deihle

  
	
   

  	
  Name:

  	
  Lawrence
  C. Deihle

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


120

















 


[SIGNATURE
PAGE 13 OF 15 TO THE

CREDIT AGREEMENT]


 


 


	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian V. Ciaverella

  
	
   

  	
  Name:

  	
  Brian
  V. Ciaverella

  
	
   

  	
  Title:

  	
  Vice President

  



 


121

















 


[SIGNATURE
PAGE 14 OF 15 TO THE

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KILROY STEEL, INC.

  
	
   

  	
  KILROY STRUCTURAL STEEL CO.

  
	
   

  	
  TRIUMPH METALS COMPANY

  
	
   

  	
  TRIUMPH STRUCTURES - EAST TEXAS, INC.

  
	
   

  	
  TRIUMPH PRECISION, INC.

  
	
   

  	
  TRIUMPH INSULATION SYSTEMS, LLC

  
	
   

  	
  THE MEXMIL HOLDING COMPANY LLC

  
	
   

  	
  TRIUMPH STRUCTURES - LONG ISLAND, LLC

  
	
   

  	
  TRIUMPH INVESTMENT HOLDINGS, INC.

  
	
   

  	
  TRIUMPH INSTRUMENTS - BURBANK, INC.

  
	
   

  	
  AIRFRAME SPARES AND LOGISTICS, LLC

  
	
   

  	
  MEXMIL CHINA, LLC

  
	
   

  	
  TRIUMPH GROUP HOLDINGS - MEXICO, LLC

  
	
   

  	
  TRIUMPH
  GROUP INVESTMENT - MEXICO, LLC

  



 


122

















 


[SIGNATURE PAGE 15 OF 15 TO THE

CREDIT AGREEMENT]


 


	
   

  	
  GUARANTORS (cont.):

  
	
   

  	
   

  
	
   

  	
  TRIUMPH AEROSPACE SYSTEMS - NEWPORT NEWS, INC.

  
	
   

  	
  TRIUMPH ACCESSORY SERVICES - GRAND PRAIRIE, INC.

  
	
   

  	
  TRIUMPH FABRICATIONS - FORTH WORTH, INC.

  
	
   

  	
  CBA ACQUISITION, LLC

  
	
   

  	
  TRIUMPH FABRICATIONS - HOT SPRINGS, INC.

  
	
   

  	
  TRIUMPH PROCESSING, INC.

  
	
   

  	
  TRIUMPH ACTUATION SYSTEMS - VALENCIA, INC.

  
	
   

  	
  TRIUMPH ACTUATION SYSTEMS, LLC

  
	
   

  	
  TRIUMPH ACTUATION SYSTEMS - CONNECTICUT, LLC

  
	
   

  	
  HT PARTS, L.L.C.

  
	
   

  	
  LAMAR ELECTRO-AIR CORPORATION

  
	
   

  	
  TRIUMPH AEROSPACE SYSTEMS - WICHITA, INC.

  
	
   

  	
  TRIUMPH STRUCTURES - KANSAS CITY, INC.

  
	
   

  	
  THE TRIUMPH GROUP OPERATIONS, INC.

  
	
   

  	
  TRIUMPH AEROSPACE SYSTEMS GROUP, INC.

  
	
   

  	
  TRIUMPH AFTERMARKET SERVICES GROUP, INC.

  
	
   

  	
  TRIUMPH AIRBORNE STRUCTURES, INC.

  
	
   

  	
  TRIUMPH
  AVIATIONS INC.

  
	
   

  	
  TRIUMPH FABRICATIONS - SAN DIEGO, INC.

  
	
   

  	
  TRIUMPH COMPOSITE SYSTEMS, INC.

  
	
   

  	
  TRIUMPH CONTROLS, LLC

  
	
   

  	
  TRIUMPH ENGINEERED SOLUTIONS, INC.

  
	
   

  	
  TRIUMPH
  ENGINEERING SERVICES, INC.

  
	
   

  	
  TRIUMPH GEAR SYSTEMS, INC.

  
	
   

  	
  TRIUMPH GEAR SYSTEMS - MACOMB, INC.

  
	
   

  	
  TRIUMPH GROUP ACQUISITION HOLDINGS, INC.

  
	
   

  	
  TRIUMPH INSTRUMENTS, INC.

  
	
   

  	
  TRIUMPH PRECISION CASTINGS CO.

  
	
   

  	
  TRIUMPH STRUCTURES - LOS ANGELES, INC.

  
	
   

  	
  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

  



 


123