Exhibit 10.14


 


$535,000,000
REVOLVING CREDIT FACILITY


 


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


 


SOVEREIGN BANK, as
Documentation Agent


 


CITIZENS BANK OF
PENNSYLVANIA AND U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent


 


JPMORGAN CHASE
BANK, N.A., ROYAL BANK OF CANADA,

BRANCH BANKING & TRUST COMPANY, AND 

MANUFACTURERS AND TRADERS TRUST COMPANY, as Managing Agents


 


Dated as of May 10,
2010


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  CERTAIN
  DEFINITIONS

  	
   

  	
  5

  
	
   

  	
  1.1

  	
  Certain Definitions

  	
   

  	
  5

  
	
   

  	
  1.2

  	
  Construction

  	
   

  	
  39

  
	
   

  	
  1.3

  	
  Accounting Principles

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  REVOLVING
  CREDIT FACILITY

  	
   

  	
  41

  
	
   

  	
  2.1

  	
  Revolving Credit
  Commitments

  	
   

  	
  41

  
	
   

  	
  2.2

  	
  Nature of Banks’
  Obligations with Respect to Revolving Credit Loans

  	
   

  	
  42

  
	
   

  	
  2.3

  	
  Commitment Fees

  	
   

  	
  42

  
	
   

  	
  2.4

  	
  Revolving Credit Loan
  Requests

  	
   

  	
  43

  
	
   

  	
  2.5

  	
  Making Revolving Credit
  Loans

  	
   

  	
  43

  
	
   

  	
  2.6

  	
  Revolving Credit Notes

  	
   

  	
  44

  
	
   

  	
  2.7

  	
  Use of Proceeds

  	
   

  	
  44

  
	
   

  	
  2.8

  	
  Letter of Credit
  Subfacility

  	
   

  	
  44

  
	
   

  	
  2.9

  	
  Swing Loans

  	
   

  	
  51

  
	
   

  	
  2.10

  	
  Utilization of
  Commitments in Optional Currencies

  	
   

  	
  55

  
	
   

  	
  2.11

  	
  Currency Repayments

  	
   

  	
  57

  
	
   

  	
  2.12

  	
  Optional Currency
  Amounts

  	
   

  	
  58

  
	
   

  	
  2.13

  	
  Provisions Relating to
  Fronting of Optional Currency Loans

  	
   

  	
  58

  
	
   

  	
  2.14

  	
  Defaulting Banks

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  INTEREST
  RATES

  	
   

  	
  64

  
	
   

  	
  3.1

  	
  Interest Rate Options

  	
   

  	
  64

  
	
   

  	
  3.2

  	
  Interest Periods

  	
   

  	
  65

  
	
   

  	
  3.3

  	
  Interest After Default

  	
   

  	
  65

  
	
   

  	
  3.4

  	
  Euro-Rate
  Unascertainable

  	
   

  	
  66

  
	
   

  	
  3.5

  	
  Selection of Interest
  Rate Options

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  PAYMENTS

  	
   

  	
  68

  
	
   

  	
  4.1

  	
  Payments

  	
   

  	
  68

  
	
   

  	
  4.2

  	
  Pro Rata Treatment of
  Banks

  	
   

  	
  68

  
	
   

  	
  4.3

  	
  Interest Payment Dates

  	
   

  	
  69

  
	
   

  	
  4.4

  	
  Voluntary Prepayments
  and Commitment Reductions

  	
   

  	
  69

  
	
   

  	
  4.5

  	
  Additional Compensation
  in Certain Circumstances

  	
   

  	
  72

  
	
   

  	
  4.6

  	
  Mandatory Prepayments

  	
   

  	
  73

  
	
   

  	
  4.7

  	
  Interbank Market
  Presumption

  	
   

  	
  74

  
	
   

  	
  4.8

  	
  Taxes

  	
   

  	
  74

  
	
   

  	
  4.9

  	
  Judgment Currency

  	
   

  	
  76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
  76

  
	
   

  	
  5.1

  	
  Representations and
  Warranties

  	
   

  	
  76

  



 


i

















 


	
   

  	
  5.2

  	
  Updates to Schedules

  	
   

  	
  87

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  CONDITIONS
  OF LENDING

  	
   

  	
  87

  
	
   

  	
  6.1

  	
  First Loans

  	
   

  	
  87

  
	
   

  	
  6.2

  	
  Each Additional Loan

  	
   

  	
  92

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  COVENANTS

  	
   

  	
  92

  
	
   

  	
  7.1

  	
  Affirmative Covenants

  	
   

  	
  92

  
	
   

  	
  7.2

  	
  Negative Covenants

  	
   

  	
  99

  
	
   

  	
  7.3

  	
  Reporting Requirements

  	
   

  	
  112

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  DEFAULT

  	
   

  	
  117

  
	
   

  	
  8.1

  	
  Events of Default

  	
   

  	
  117

  
	
   

  	
  8.2

  	
  Consequences of Event
  of Default

  	
   

  	
  121

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  THE
  AGENT

  	
   

  	
  123

  
	
   

  	
  9.1

  	
  Appointment

  	
   

  	
  123

  
	
   

  	
  9.2

  	
  Delegation of Duties

  	
   

  	
  124

  
	
   

  	
  9.3

  	
  Nature of Duties;
  Independent Credit Investigation

  	
   

  	
  124

  
	
   

  	
  9.4

  	
  Actions in Discretion
  of Administrative Agent; Instructions from the Banks

  	
   

  	
  124

  
	
   

  	
  9.5

  	
  Reimbursement and
  Indemnification of Administrative Agent by the Borrowers

  	
   

  	
  125

  
	
   

  	
  9.6

  	
  Exculpatory Provisions

  	
   

  	
  126

  
	
   

  	
  9.7

  	
  Reimbursement and
  Indemnification of Administrative Agent by Banks

  	
   

  	
  126

  
	
   

  	
  9.8

  	
  Reliance by
  Administrative Agent

  	
   

  	
  126

  
	
   

  	
  9.9

  	
  Notice of Default

  	
   

  	
  127

  
	
   

  	
  9.10

  	
  Notices

  	
   

  	
  127

  
	
   

  	
  9.11

  	
  Banks in Their
  Individual Capacities

  	
   

  	
  127

  
	
   

  	
  9.12

  	
  Holders of Notes

  	
   

  	
  127

  
	
   

  	
  9.13

  	
  Equalization of Banks

  	
   

  	
  128

  
	
   

  	
  9.14

  	
  Successor
  Administrative Agent

  	
   

  	
  128

  
	
   

  	
  9.15

  	
  Administrative Agent’s
  Fee

  	
   

  	
  129

  
	
   

  	
  9.16

  	
  Availability of Funds

  	
   

  	
  129

  
	
   

  	
  9.17

  	
  Calculations

  	
   

  	
  129

  
	
   

  	
  9.18

  	
  No Reliance on Agent’s
  Customer Identification Program

  	
   

  	
  129

  
	
   

  	
  9.19

  	
  Beneficiaries

  	
   

  	
  130

  
	
   

  	
  9.20

  	
  Authorization to
  Release Collateral and Guarantors

  	
   

  	
  130

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  MISCELLANEOUS

  	
   

  	
  131

  
	
   

  	
  10.1

  	
  Modifications,
  Amendments or Waivers

  	
   

  	
  131

  
	
   

  	
  10.2

  	
  No Implied Waivers;
  Cumulative Remedies; Writing Required

  	
   

  	
  132

  
	
   

  	
  10.3

  	
  Reimbursement and
  Indemnification of Banks by the Borrowers; Taxes

  	
   

  	
  132

  
	
   

  	
  10.4

  	
  Holidays

  	
   

  	
  133

  



 


ii

















 


	
   

  	
  10.5

  	
  Funding by Branch,
  Subsidiary or Affiliate

  	
   

  	
  134

  
	
   

  	
  10.6

  	
  Notices

  	
   

  	
  134

  
	
   

  	
  10.7

  	
  Severability

  	
   

  	
  135

  
	
   

  	
  10.8

  	
  Governing Law

  	
   

  	
  136

  
	
   

  	
  10.9

  	
  Prior Understanding

  	
   

  	
  136

  
	
   

  	
  10.10

  	
  Duration; Survival

  	
   

  	
  136

  
	
   

  	
  10.11

  	
  Successors and Assigns

  	
   

  	
  136

  
	
   

  	
  10.12

  	
  Confidentiality

  	
   

  	
  138

  
	
   

  	
  10.13

  	
  Counterparts

  	
   

  	
  138

  
	
   

  	
  10.14

  	
  Administrative Agent’s
  or Bank’s Consent

  	
   

  	
  139

  
	
   

  	
  10.15

  	
  Exceptions

  	
   

  	
  139

  
	
   

  	
  10.16

  	
  Consent to Forum;
  Waiver of Jury Trial

  	
   

  	
  139

  
	
   

  	
  10.17

  	
  Certifications From
  Banks and Participants

  	
   

  	
  139

  
	
   

  	
  10.18

  	
  Public Filings

  	
   

  	
  141

  
	
   

  	
  10.19

  	
  Agent
  Titles

  	
   

  	
  141

  
	
   

  	
  10.20

  	
  Joinder of Borrowers
  and Guarantors

  	
   

  	
  141

  
	
   

  	
  10.21

  	
  USA Patriot Act

  	
   

  	
  143

  
	
   

  	
  10.22

  	
  Intercreditor Agreement

  	
   

  	
  143

  



 


iii

















 


LIST OF SCHEDULES AND EXHIBITS


 


SCHEDULES


 


	
  SCHEDULE 1.1(B)

  	
   

  	
  -

  	
   

  	
  COMMITMENTS OF BANKS

  
	
  SCHEDULE 1.1(C)

  	
   

  	
  -

  	
   

  	
  ADJUSTMENTS TO
  CONSOLIDATED EBITDA FOR ACQUISITION EXPENSES

  
	
  SCHEDULE 1.1(E)

  	
   

  	
  -

  	
   

  	
  VOUGHT EXCLUDED LETTERS
  OF CREDIT

  
	
  SCHEDULE 1.1(M)

  	
   

  	
  -

  	
   

  	
  REAL PROPERTY TO BE
  MORTGAGED

  
	
  SCHEDULE 1.1(P)

  	
   

  	
  -

  	
   

  	
  PERMITTED LIENS

  
	
  SCHEDULE 2.8.1

  	
   

  	
  -

  	
   

  	
  EXISTING LETTERS OF
  CREDIT

  
	
  SCHEDULE 2.13.1

  	
   

  	
  -

  	
   

  	
  NON-FRONTING BANKS AS
  OF CLOSING DATE

  
	
  SCHEDULE 5.1.2

  	
   

  	
  -

  	
   

  	
  CAPITALIZATION

  
	
  SCHEDULE 5.1.3

  	
   

  	
  -

  	
   

  	
  SUBSIDIARIES

  
	
  SCHEDULE 5.1.7

  	
   

  	
  -

  	
   

  	
  LITIGATION

  
	
  SCHEDULE 5.1.8

  	
   

  	
  -

  	
   

  	
  TITLE TO PROPERTY

  
	
  SCHEDULE 5.1.20

  	
   

  	
  -

  	
   

  	
  EMPLOYEE BENEFIT PLAN
  DISCLOSURES

  
	
  SCHEDULE 5.1.21

  	
   

  	
  -

  	
   

  	
  EMPLOYMENT MATTERS

  
	
  SCHEDULE 5.1.22

  	
   

  	
  -

  	
   

  	
  ENVIRONMENTAL MATTERS

  
	
  SCHEDULE 5.1.25

  	
   

  	
  -

  	
   

  	
  PERFECTION ACTIONS

  
	
  SCHEDULE 5.1.26

  	
   

  	
  -

  	
   

  	
  PARTNERSHIP AGREEMENTS
  AND LIMITED LIABILITY COMPANY AGREEMENTS

  
	
  SCHEDULE 7.2.1

  	
   

  	
  -

  	
   

  	
  EXISTING INDEBTEDNESS

  
	
  SCHEDULE 7.2.4

  	
   

  	
  -

  	
   

  	
  EXISTING INVESTMENTS

  
	
  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)

  	
   

  	
  -

  	
   

  	
  GUARANTEE AND
  COLLATERAL AGREEMENT

  
	
  EXHIBIT 1.1(I)

  	
   

  	
  -

  	
   

  	
  INTERCOMPANY
  SUBORDINATION AGREEMENT

  
	
  EXHIBIT 1.1(I)(2)

  	
   

  	
  -

  	
   

  	
  INTERCREDITOR AGREEMENT

  
	
  EXHIBIT 1.1(P)

  	
   

  	
  -

  	
   

  	
  PRICING GRID

  
	
  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






 


 










 


CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT is
dated as of May 10, 2010, 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”), CITIZENS BANK OF PENNSYLVANIA
and U.S. BANK NATIONAL ASSOCIATION, in their capacity as syndication agents for
the Banks under this Agreement (hereinafter referred to in such capacity as the
“Syndication Agent”), SOVEREIGN BANK, 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., ROYAL BANK
OF CANADA, BRANCH BANKING & TRUST COMPANY, MANUFACTURERS AND TRADERS
TRUST COMPANY AND U.S. BANK NATIONAL ASSOCIATION, 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, the Borrowers
have requested the Banks to provide a revolving credit facility to the
Borrowers in an aggregate principal amount not to exceed $535,000,000; and


 


WHEREAS, the Banks are
willing to provide such facility 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 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:


 


Acquisition means, the acquisition of all of the
equity ownership interests of Vought by TGI pursuant to the Acquisition
Agreement.


 


Acquisition Agreement means the Agreement and Plan of Merger
dated as of March 23, 2010 by and among Vought Aircraft Industries, Inc.,
TGI, Spitfire Merger Corporation and TC Group, L.L.C.


 


5

















 


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.


 


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


 


Ancillary Security
Documents shall
mean title insurance, existing or otherwise available surveys, lien searches,
flood insurance certifications, phase I environmental assessments or phase II
environmental assessments, as applicable, opinions of counsel and such other
documents and certifications as may be reasonably requested by the
Administrative Agent, all as of a recent date and reasonably satisfactory to
the Administrative Agent.


 


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).


 


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.


 


6

















 


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 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.


 


Bank-Provided Hedge shall mean an Interest Rate Hedge or
other hedging transaction which is provided by any Bank and meets the following
requirements: such Interest Rate Hedge or other hedging transaction (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 Hedge (the “Hedge Liabilities”) shall be “Obligations” hereunder,
guaranteed obligations under the Guarantee and Collateral 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 option of the Borrowers,
exercisable by TGI as their agent, to have Revolving Credit Loans bear interest
at the rate under the terms and conditions set forth in Section 3.1.1(i).


 


7

















 


Benefit Arrangement shall mean at any time any material “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.


 


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.


 


B&R Promissory Note shall mean that Promissory Note issued
by TGI to B. & R. Machine & Tool Corp. in an aggregate
principal amount not to exceed $9,500,000.


 


Capital Lease Obligations shall mean any obligation under a lease
that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of Indebtedness represented by such
obligations shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the stated maturity thereof shall be the date of the
last 


 


8

















 


payment of rent or any
other amount due under such lease prior to the first date upon which such lease
may be terminated by the lessee without payment of a penalty.


 


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 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 (a) 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 and (b) twenty-four
months or less of any financial institution that meets the requirements of
clause (ii)(a) and is a Bank hereunder; (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.


 


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


 


Closing Date shall mean the date on which the initial
Loans are made hereunder.


 


Collateral shall mean the Pledged Collateral, the
UCC Collateral, the Intellectual Property Collateral and the Real Property
Collateral.


 


9

















 


Collateral Agent shall have the meaning assigned to such
term in Section 8.2.5.2.


 


Collateral Documents shall mean the Guarantee and Collateral
Agreement the Mortgages and any other documents delivered under this Agreement
granting Liens in favor of the Administrative Agent as collateral security for
the Obligations.


 


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 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 Person acquired for the fiscal year immediately preceding the
date of such Permitted Acquisition have been audited or (b) the financial
statements of the Person acquired 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 reasonably satisfactory to the Administrative Agent;


 


OR


 


10

















 


(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


 


(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 Sections
7.2.7(v) or 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.


 


Notwithstanding the
definition of Consolidated Adjusted EBITDA, and in order to give effect to the
Acquisition, on a pro forma basis, in determining Consolidated Adjusted EBITDA
for all purposes under this Agreement, (i) the following amounts: shall be
added to Consolidated Adjusted EBITDA for the following fiscal quarters
completed immediately preceding the Closing Date:  $61,300,000 for the fiscal quarter ended March 31,
2010, $70,900,000 for the fiscal quarter ended December 31, 2009,
$62,400,000 for the fiscal quarter ended September 30, 2009 and
$63,100,000 for the fiscal quarter ended June 30, 2009  and (ii) up to $40,000,000 of
nonrecurring, third party expenses directly incurred in connection with the
Acquisition and the financing thereof, identified on Schedule 1.1(C) to be
delivered prior to the date of required delivery of the first Compliance
Certificate following the Closing Date, shall be added to Consolidated Adjusted
EBITDA for the fiscal quarter in which the Closing Date occurs, but only to the
extent that such expenses were actually expensed during such fiscal quarter.


 


Consolidated EBITDA shall mean with respect to any Person
for any period


 


(i) the sum of,
without duplication, the amounts for such period, taken as a single accounting
period (in each case (other than clause (a) below), to the extent the same
was deducted in computing Consolidated Net Income):


 


(a)           Consolidated Net Income;


 


(b)           Consolidated Non-cash Charges;


 


(c)           Consolidated Interest Expense;


 


(d)           Consolidated Income Tax Expense;


 


11

















 


(e)           any non-recurring expenses or charges
related to any equity offering, investments permitted under Section 7.2.4(v) (but
only if such investment is made in a Joint Venture), (vi), (viii) and (x),
recapitalization or Indebtedness permitted to be made under this Agreement
(whether or not successful); less


 


(ii)           the amount of extraordinary,
non-recurring or unusual gains, including gains from asset sales outside the
ordinary course of business and pension income recognized under FAS 87 or
otherwise, to the extent the same were included in calculating Consolidated Net
Income.


 


Consolidated Income Tax
Expense shall
mean, with respect to any Person for any period, the provision for federal,
state, local and foreign income taxes of such Person and its Subsidiaries for
such period as determined on a consolidated basis in accordance with GAAP paid
or accrued during such period, including any penalties and interest related to
such taxes or arising from any tax examinations, to the extent the same were
deducted in computing Consolidated Net Income.


 


Consolidated Interest Expense shall mean, with respect to any Person
for any period, without duplication, the sum of:


 


(i)            the total interest expense of such
Person and its Subsidiaries for such period as determined on a consolidated
basis in accordance with GAAP, including, without limitation:


 


(a)           any amortization of Indebtedness
discount;


 


(b)           the net cost under any Interest Rate
Hedge (including any amortization of discounts);


 


(c)           the interest portion of any deferred
payment obligation;


 


(d)           all commissions, discounts and other
fees and charges owed with respect to letters of credit, bankers’ acceptances,
financing activities or similar activities; and


 


(e)           all accrued interest;


 


(ii)           the interest component of Capital
Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such
Person and its Subsidiaries during such period determined on a consolidated
basis in accordance with GAAP; and


 


(iii)          all capitalized interest of such
Person and its Subsidiaries for such period;


 


provided, however, that Consolidated Interest
Expense will exclude (I) the amortization or write-off of debt issuance
costs and deferred financing fees, commissions, fees and expenses, (II) any
expensing of interim loan commitment and other financing fees and (III) any
interest on the Convertible Notes to the extent not paid in cash.


 


12

















 


Consolidated Net Income shall mean for any fiscal period the net
income of TGI and its Subsidiaries for such period determined and consolidated
in accordance with GAAP; provided that:


 


(i)            the net income (but not loss) of any
Person that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the specified Person or a Subsidiary thereof;


 


(ii)           the net income of any Subsidiary
shall be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Subsidiary of that net income is not at the date
of determination permitted without any prior governmental approval (that has
not been obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary or its equity holders;


 


(iii)          the net income of any Person acquired
during the specified period for any period prior to the date of such
acquisition shall be excluded, except to the extent permitted in the definition
of Consolidated Adjusted EBITDA;


 


(iv)          gains or losses on asset sales (other
than sales of inventory and other assets in the ordinary course of business)
shall be excluded;


 


(v)           the cumulative effect of a change in
accounting principles shall be excluded; and


 


(vi)          notwithstanding clause (i) above,
the net income (or loss) attributable to any discontinued operations shall be
excluded;


 


(vii)         settlement or curtailment charges
recognized under FAS 88 shall be excluded.


 


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 Non-cash
Charges shall
mean, with respect to any Person for any period, the aggregate depreciation,
amortization (including amortization of goodwill, other intangibles, deferred
financing fees, debt issuance costs, commissions, fees and expenses) and
non-cash charges and non-cash expenses of such Person and its Subsidiaries,
including, without limitation, non-cash charges and non-cash expenses related
to stock-based compensation, goodwill impairments or fixed asset writedowns and
non-cash pension expense, reducing Consolidated Net Income of such Person and
its Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP (excluding such charges constituting an extraordinary item
of loss or any charge which requires an accrual of or a reserve for cash
charges for any future period).


 


13






 










 


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 or a lender under the
Vought Term Loans or any Affiliate thereof. 
Consolidated Total Net Indebtedness shall be measured at the end of each
fiscal quarter.


 


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


 


Convertible Notes shall mean the $179,050,000 Senior
Subordinated Notes due 2026 of the Borrower.


 


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


 


Cumulative Credit shall mean, as of any date of
determination, $50,000,000.00 plus 25% of cumulative Consolidated Net Income
(excluding nonrecurring, noncash charges to Consolidated Net Income) from and
including the first full fiscal quarter after the Closing Date through and
including the last full fiscal quarter for which financial statements have been
delivered in accordance with Section 7.3.1 [Quarterly Financial
Statements] or Section 7.3.2 [Annual Financial Statements] as of such date
of determination, less (i) any amounts thereof used to make repurchases or
pay dividends pursuant to clause (ii) Section 7.2.5 [Dividends and
Related Distributions], (ii) any amounts thereof used to make investments
pursuant to clause (x) of Section 7.2.4 [Loans and Investments] and (iii) any
amounts thereof used to make payments of Indebtedness pursuant to clause (z) of
the second paragraph of Section 7.2.20 [Repayment of Convertible Notes;
Repayment of other Indebtedness], in each case after the Closing Date and prior
to such date of determination.


 


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.


 


Debt Rating shall mean the corporate / family credit
rating assigned to TGI by Standard & Poor’s and the Issuer Rating
assigned to TGI by Moody’s.


 


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 2.8.3), or participations in
Swing Line Loans (as provided in Section 2.9.5) required to be funded by
it 


 


14

















 


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, (c) notified the Borrowers, the
Administrative Agent, or any Issuing Bank in writing or has made any public
statement to the effect that it does not intend to comply with any of its
funding obligations under this Agreement or under any other agreements in which
it commits to extend credit, (d) failed, within one Business Day after
request by the Administrative Agent, to confirm that it will comply with the
terms of this Agreement relating to its obligations to fund prospective Loans
and participations in then outstanding Letters of Credit or Swing Line Loans or
(e) has or has a parent company that has been deemed insolvent or become
the subject of an Insolvency Proceeding.


 


Documentation Agent shall mean Sovereign Bank, 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.


 


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


 


Domestic shall mean with respect to a Loan Party
or a Subsidiary, one which is organized under the laws of the United States of
America, any state thereof or the District of Columbia, other than a Loan Party
or Subsidiary described in clause (ii) of the definition of “Foreign”.


 


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.


 


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, 


 


15

















 


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 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’ 


 


16

















 


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 in currency other than Euro 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
Relevant Interbank 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 commencement of such Interest Period as the Relevant
Interbank Market offered rate for deposits in the relevant Optional Currency
for an amount comparable to the principal amount of 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 at 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:


 


17

















 


	
   

  	
   

  	
  Relevant Interbank
  Market offered rate quoted by Bloomberg or appropriate successor as shown on

  
	
   

  	
   

  	
   

  
	
   

  	
  Euro-Rate =

  	
  Bloomberg
  Page BBAM1

  	
   

  
	
   

  	
   

  	
  1.00 - Euro-Rate
  Reserve Percentage

  	
   

  



 


The Euro-Rate shall be
adjusted with respect to any Loan to which the Euro-Rate Option applies that is
outstanding on the effective date of any change in the Euro-Rate Reserve
Percentage as of such effective date. 
The Administrative Agent shall give prompt notice to the 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.


 


(C)           with respect to Optional Currency
Loans denominated in Euro comprising any Borrowing Tranche to which the
Euro-Rate Option applies for any Interest Period, the interest rate per annum
determined by Administrative Agent by dividing (i) the rate which appears
on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that
displays rates at which deposits in Euro are offered by leading banks in the
Relevant Interbank Market) or the rate which is quoted by an Alternate Source,
at approximately 11:00 a.m., Brussels time, two (2) TARGET Days prior
to the commencement of such Interest Period as the Relevant Interbank Market
offered rate for deposits in Euro for an amount comparable to the principal
amount of 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 at 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:


 


	
   

  	
   

  	
  London interbank
  offered rate quoted by Bloomberg or appropriate successor as shown on

  
	
   

  	
   

  	
   

  
	
   

  	
  Euro-Rate =

  	
  Bloomberg
  Page BBAM1

  	
   

  
	
   

  	
   

  	
  1.00 - Euro-Rate
  Reserve Percentage

  	
   

  



 


The Euro-Rate shall be
adjusted with respect to any Loan to which the Euro-Rate Option  applies
that is outstanding on the effective date of any change in the Euro-Rate
Reserve Percentage as of such effective date. 
The Administrative Agent shall give prompt notice to the 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 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).


 


18

















 


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.


 


Existing Vought LCs shall mean the letters of credit issued
for the account of Vought and its Subsidiaries and outstanding on the date of
the Acquisition, which shall be identified on Schedule 2.8.1 hereto
prior to the Closing Date.


 


Expiration Date shall mean, with respect to the
Revolving Credit Commitments, the date that is four (4) years following
the Closing Date.


 


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 


 


19

















 


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.


 


Flood Insurance Laws shall mean, collectively, (i) the
National Flood Insurance Act of 1968 as now or hereafter in effect or any
successor statute thereto, (ii) the Flood Disaster Protection Act of 1973
as now or hereafter in effect or any successor statute thereto, (iii) the
National Flood Insurance Reform Act of 1994 as now or hereafter in effect or
any successor statute thereto and (iv) the Flood Insurance Reform Act of
2004 as now or hereafter in effect or any successor statute thereto.


 


Foreign shall mean with respect to a Loan Party
or a Subsidiary, (i) one which is organized under the laws of a
jurisdiction other than the United States of America, any state thereof or the
District of Columbia and (ii) any Subsidiary of a Loan Party or Subsidiary
that is described in clause (i) of this definition that is organized under
the laws of the United States of America, any state of, or the District of
Columbia and is not treated as a corporation for United States federal tax
purposes.


 


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.


 


Guarantee and Collateral
Agreement shall
mean the Guarantee and Collateral Agreement dated the Closing Date in
substantially the form of Exhibit 1.1(G).


 


Guarantor shall mean a guarantor under the
Guarantee and Collateral Agreement and the other Loan Documents, provided that
no Foreign Loan Party nor Foreign Subsidiary shall be required to guarantee any
Obligation of a Domestic Loan Party.


 


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.


 


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


 


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


 


20

















 


Immaterial Subsidiary shall mean (i) Triumph Group
Charitable Foundation, (ii) while the Receivables Facility remains in
place and 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 such immaterial 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, and (iii) any Subsidiary (a) in which the
aggregate Investment (without duplication) by the Loan Parties is less than
$10,000,000.00 and (b) which represented less than 5% of Consolidated
Adjusted EBITDA for the most recently ended four (4) fiscal quarters;
provided, however, that all Immaterial Subsidiaries described in clause (iii) of
this definition shall not represent, in the aggregate, (x) more than 5% of
Consolidated Adjusted EBITDA or (y) more than 5% of Consolidated total
assets of TGI and its Subsidiaries.


 


Incremental Term Loan
Parameters shall
mean, such term loans which and which continue to (i) have a maximum
aggregate principal amount of $100,000,000; (ii) rank no higher than pari
passu with the Obligations, (iii) do not have the benefit of
security or collateral which is not also granted to the Administrative Agent
for the benefit of the Banks as security or collateral under the Loan Documents
(and any security or collateral for the benefit of the lenders under the
Incremental Term Loans shall be subject to the Intercreditor Agreement), (iv) are
not guaranteed by or in favor a borrower or other obligor thereunder unless
such Person is also a Borrower or a Guarantor of the Obligations, (v) have
a weighted average life to maturity not shorter than the remaining weighted
average life to maturity (based on scheduled amortization and final maturity)
of the Vought Term Loans, (vi) contain a final maturity date not earlier
than one year after the Expiration Date hereunder (as such Expiration Date
exists on the date hereof); and (vii) are not incurred unless, after
giving effect to such incurrence, the Borrowers would be in pro forma
compliance with (x) the Total Leverage Ratio and Senior Leverage Ratio set
forth in Sections 7.2.16 and 7.2.17 hereof assuming that the maximum permitted
ratio is  0.25 to 1.00 lower than otherwise
permitted pursuant to such Section and (y) the Interest Coverage
Ratio set forth in Section 7.2.15.


 


Incremental Term Loans shall mean term loans made after the
Closing Date under the documents evidencing the Vought Term Loans, provided to
the Loan Parties that meet the Incremental Term Loan Parameters.


 


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 


 


21

















 


requirements (but not
including trade payables and accrued expenses incurred in the ordinary course
of business which are not more than 90 days overdue and not including the
Payment Discount Arrangements), 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 Documents (as defined in
the Receivables Purchase Agreement); provided
however that the provisions of this sentence shall not apply for purposes
of calculation of the Senior Secured First Lien Leverage Ratio.


 


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.


 


Intellectual Property
Collateral shall
mean all of the Intellectual Property, as defined in the Guarantee and
Collateral Agreement.


 


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


 


Intercreditor Agreement shall mean that Intercreditor Agreement
among the Administrative Agent, Royal Bank of Canada and other parties thereto
from time to time in substantially the form attached hereto as Exhibit 1.1(I)(2),
as the same may be amended, modified, supplemented or restated from time to
time.


 


Interest Coverage Ratio shall mean, with respect to any Test
Period, the ratio of (i) Consolidated EBITDA for such Test 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.


 


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


 


22

















 


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 in the nature of an equity contribution or loan.


 


Issuing Bank means PNC Bank, in its individual
capacity as issuer of Letters of Credit hereunder other than the Existing
Vought LCs, and JPMorgan Chase Bank as issuer of the Existing Vought LCs
hereunder.


 


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 material employment
agreements, material employment contracts, collective bargaining agreements and
other material 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 


 


23

















 


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).


 


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


 


Loan Documents shall mean this Agreement, the Notes,
the Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Mortgages and the
Intercreditor Agreement each executed by the Borrowers or the Guarantors or
both, 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.


 


Long-Term Issue Credit
Rating shall mean
the long-term unenhanced rating assigned to the senior secured debt of TGI as
determined from time to time by Moody’s and Standard & Poor’s.


 


Managing Agent shall mean individually JPMorgan Chase
Bank, N.A., Royal Bank of Canada, 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., Royal Bank of Canada, 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) has or is reasonably expected to have a
material and adverse effect on 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.


 


24






 










 


Material Subsidiary means any Subsidiary of TGI other than
an Immaterial Subsidiary.


 


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.


 


Mortgage shall mean each mortgage in form and
substance reasonably satisfactory to the Administrative Agent (modified as
appropriate to conform with the specific requirements of the jurisdiction in
which recorded) with respect to the Real Property Collateral executed and
delivered by the relevant Loan Party to the Administrative Agent for the
benefit of the Banks.


 


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.


 


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 


 


25

















 


Hedge Liabilities but
shall not include the liabilities to other Persons under any other Interest
Rate Hedge.  Obligations shall also
include any liabilities of any Loan Party in respect of any Other Bank Provided
Financial Service Product.


 


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.


 


Other Financial Service
Product shall
mean agreements or other arrangements under which any Person provides any of
the following products or services to any of the Loan Parties: (a) credit
cards, (b) credit card processing services, (c) debit cards, (d) purchase
cards, (e) ACH transactions, (f) cash management, including controlled
disbursement, accounts or services, or (g) foreign currency exchange.


 


Other Bank Provided
Financial Service Product shall mean an Other Financial Service Product under which any Bank or
Affiliate of a Bank provides the applicable service to any of the Loan Parties.


 


Other Term Lender
Provided Financial Service Product shall mean an Other Financial Service Product
provided to a Loan Party by a lender (or an Affiliate of a lender) under the
Vought Term Loans or Incremental Term Loans, to the extent the obligations
thereunder are secured jointly with the Vought Term Loan Obligations.


 


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.


 


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


 


Payment Discount
Arrangements
shall mean the arrangements among the Subsidiaries of TGI and Citibank, N.A.
and TGI and General Electric Capital Corporation - Trade Payables 


 


26

















 


Services Division as
described 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.


 


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 the Cash
Management Agreements;


 


(vii)         Interest Rate Hedges, any Bank-Provided
Hedge or Term Lender Provided Hedge, in each case, 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 obligations received as
consideration in connection with a sale of assets which is permitted hereunder.


 


Permitted Liens shall mean:


 


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


 


27

















 


(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;


 


(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 or with respect to the use of
real property, none of which materially impairs the use of such property for
the purposes intended by TGI and its Subsidiaries, and none of which is
violated in any material respect by existing or proposed structures or land
use;


 


(vi)          (a) Liens, security interests and
mortgages in favor of the Administrative Agent for the benefit of the Banks
securing the Obligations, including Hedge Liabilities and any Other Bank
Provided Financial Service Product and (b) Liens under the 2009 Credit
Agreement until the Closing Date, at which time the obligations under the 2009
Credit Agreement shall terminate;


 


(vii)         Liens on property leased by any
Borrower or Subsidiary of any Borrower under 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); provided that the principal
amount secured thereby is not hereafter increased, and no additional assets
(other than proceeds and products of such assets and after acquired assets
pursuant to customary after acquired property provisions) become subject to
such Lien;


 


(ix)           Purchase Money Security Interests and
Liens on property leased by any Borrower or Subsidiary of any Borrower under
capital leases securing obligations of such Borrower or Subsidiary to the
lessor under such leases, provided that the aggregate amount of loans
and Capital Lease Obligations secured by such Purchase Money Security Interests
and Liens on such leased property shall not exceed the amount permitted under Section 7.2.1(i)(g) (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 


 


28

















 


judgment is discharged within
sixty (60) days of entry, and in either case they do not materially impair the
Collateral or, in the aggregate, materially impair the ability of the Loan
Parties 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 Collateral,
including any attachment of personal or real property or other legal process
prior to adjudication of a dispute on the merits; or


 


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


 


(4)           Liens resulting from final judgments
or orders for the payment of money that do not constitute and Event of Default
pursuant to Section 8.1.6 [Final Judgments or Orders];


 


(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 Payment Discount Arrangements;


 


(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;


 


(xiv)        the Triumph Excluded LC Liens;


 


(xv)         the Vought Financing Liens;


 


(xvi)        Permitted Refinancing Liens;


 


(xvii)       Liens on assets to the extent that (a) the
Banks do not have a Lien on such assets pursuant to the Loan Documents (and the
Loan Documents do not purport to grant a Lien on such assets) or in the case of
Liens on Collateral, such Liens are involuntary Liens arising by operation of
law that are bonded or discharged within 45 days after entry thereof and (b) the
aggregate amount of Indebtedness secured by such Liens does not exceed
$25,000,000; and


 


(xviii)      Liens securing obligations described under
clauses (d), (e) and (m) of Section 7.2.1(i); provided that such
Liens securing obligations described in such clause (m) shall be solely on
assets owned by non-Loan Parties.


 


29

















 


Permitted Refinancing
Debt shall mean
Indebtedness that refunds, refinances, renews, replaces or extends Indebtedness
(such refunded, refinanced, renewed, replaced or extended Indebtedness referred
to in this definition as “Refinanced Debt”) permitted to be incurred pursuant
to the terms of Section 7.2.1 [Indebtedness] whether involving the same or
any other lender or creditor or group of lenders or creditors, but only to the
extent that (i) such Indebtedness is scheduled to mature either (a) no
earlier than the Refinanced Debt or (b) at least 91 days after the
Expiration Date, and, in either case, such Indebtedness has a weighted average
life to maturity equal to or greater than the weighted average life to maturity
of the Refinanced Debt; (ii) such Indebtedness is in an aggregate
principal amount that is less than or equal to the amount of the then currently
outstanding Refinanced Debt (plus any unpaid, accrued interest, fees or premia
in connection with such Refinanced Debt and any reasonable costs associated
with such refinancing); (iii) such Indebtedness is not secured by Liens on
any assets other than such assets that secured the Refinanced Debt and provided
that such Liens are permitted by this Agreement; (iv) if the Refinanced
Debt is subordinated to the Obligations, such Indebtedness shall be
subordinated to the Obligations on terms not less favorable to the Banks; and (v) no
obligor shall be liable with respect to such Indebtedness other than an obligor
that was liable in respect of such Refinanced Debt; and (vi) no Event of
Default exists at the time of such refinancing or results after giving effect
to such refinancing.


 


Permitted Refinancing
Liens shall mean
Liens on assets of TGI or any Subsidiary of TGI securing Permitted Refinancing
Debt; provided that such Liens were otherwise permitted by this Agreement with
respect to the Indebtedness which was refunded, refinanced or extended and that
no other assets (other than proceeds and products thereof and after acquired
assets pursuant to customary after acquired property provisions) are subject to
such Liens.


 


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.


 


Pledged Collateral shall mean all Pledged Notes and Pledged
Stock, in each case as such terms are defined in the Guarantee and Collateral
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.


 


30

















 


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) 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.


 


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 in the Collateral; provided that (i) the
Vought Term Loan Obligations (and any Permitted Refinancing Debt in respect
thereof), and the obligations under the B&R Promissory Note shall be
permitted to be secured by the Collateral on a pari passu basis with such
security interest in the Collateral securing the Obligations and (ii) Liens
which both (a) are Permitted Liens and (b) have priority over the
Liens granted to the Administrative Agent pursuant to the Loan Documents by
operation of Law shall be permitted on the Collateral.


 


Prohibited Transaction shall mean any prohibited transaction as
defined in Section 4975 of the Internal Revenue Code or Section 406
of ERISA which is not covered by a statutory exemption and 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.


 


PTC Filings shall mean the short form security
agreements for U.S. Intellectual Property registrations and applications.


 


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; provided, that in the case of Section 2.14 when a Defaulting
Bank shall exist, “Ratable Share” shall mean the proportion that 


 


31

















 


a Bank’s Revolving Credit
Commitment bears to the Revolving Credit Commitments of all of the Banks, other
than the Revolving Credit Commitment of each Defaulting Bank.


 


Real Property shall mean the real estate owned by the
respective Loan Parties and located in the respective locations identified on Schedule
5.1.8 hereto, which shall be delivered as of the Closing Date, and any real
estate acquired by any Loan Party after the Closing Date.


 


Real Property Collateral shall mean the Real Property of the Loan
Parties identified on Schedule 1.1(M) in which Liens are to be
granted under the Mortgages and such other Real Property as is required to be
mortgaged pursuant to Section 7.1.16 hereof.


 


Receivables Facility means (a) 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); provided that the receivables of Vought and its
Subsidiaries other than Contour Aerospace Corporation shall be excluded from
such receivables financing facility unless the Required Banks agree in writing
to include such receivables in such receivables financing facility and (b) to
the extent the existing Receivables Facility is terminated, any other similar
replacement facility entered into on market terms (as determined in the
reasonable good faith judgment of the Administrative Agent), subject to the
proviso in clause (a) above, and so long as such terms are not materially
adverse to the Banks compared with the terms of the facility described in
clause (a) above (as determined in the reasonable good faith judgment of
the Administrative Agent).


 


Receivables Performance
Guaranty means (a) 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 and (b) to the extent the existing
Receivables Facility is terminated, any other similar guaranty relationship
entered into on market terms (as determined in the reasonable good faith judgment
of the Administrative Agent), so long as such terms are not materially adverse
to the Banks compared with the terms of the agreement described in clause
(a)above (as determined in the reasonable good faith judgment of the
Administrative Agent).


 


Receivables Purchase
Agreement means (a) 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 and (b) to
the extent the existing Receivables Facility is terminated, any other similar
agreement entered into on 


 


32

















 


market terms (as
determined in the reasonable good faith judgment of the Administrative Agent),
so long as such terms are not materially adverse to the Banks compared with the
terms of the agreement described in clause (a) above (as determined in the
reasonable good faith judgment of the Administrative Agent).


 


Receivables Purchase and
Sale Agreement
means (a) 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 and (b) to the extent the existing
Receivables Facility is terminated, any other similar agreement entered into on
market terms (as determined in the reasonable good faith judgment of the
Administrative Agent), so long as such terms are not materially adverse to the
Banks compared with the terms of the agreement described in clause (a) above.


 


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


 


Refinanced Debt shall have the meaning assigned to such
term in the definition of Permitted Refinancing Debt.


 


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.


 


Relevant Interbank Market shall mean in relation to Euro, the
European Interbank Market and, in relation to any other currency, the London
Interbank Market.


 


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


 


33

















 


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 then outstanding aggregates at least 51% of
the total amount of the Revolving Credit Loans, Reimbursement Obligations and
Letter of Credit Borrowings then outstanding (other than those held by
Defaulting Banks).  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.


 


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
applicable 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 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, with respect to any Test
Period, the ratio of Consolidated Senior Net Indebtedness as of the last day of
such Test Period to Consolidated Adjusted EBITDA for such Test Period.


 


Senior Secured First Lien
Leverage Ratio
shall mean, with respect to any Test Period, the ratio of Consolidated Senior
Net Indebtedness (other than Indebtedness in respect of the Receivables
Facility) minus Indebtedness not secured by a first priority Lien on any assets
of TGI or any of its Subsidiaries, all as of the last day of the Test Period,
to Consolidated Adjusted EBITDA for such Test Period.


 


Settlement shall have the meaning assigned to such
term in Section 2.13.2.


 


34














 


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.


 


Standard Securitization
Undertakings
shall mean representations, warranties, covenants and indemnities entered into
by TGI or any Subsidiary which are reasonable and customary in an accounts
receivable securitization transaction as determined in good faith by TGI,
including Guaranties by TGI or any Subsidiary of any of the foregoing obligations
of TGI or a Subsidiary.


 


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 incurred under Section 7.2.1(ii)(b) 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, and other appropriate provisions), reasonably acceptable to, and approved
in writing by, the Administrative Agent.


 


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 $50,000,000.


 


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.


 


35

















 


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 individually Citizens Bank of
Pennsylvania and U.S. Bank National Association, and their successors and
assigns, as a Syndication Agent or Syndication Agents shall mean collectively
Citizens Bank of Pennsylvania and U.S. Bank National Association and their
successors and assigns, as Syndication Agents.


 


TARGET2 shall mean the Trans-European Automated
Real-time Gross Settlement Express Transfer payment system which utilizes a
single shared platform and which was launched on 19 November 2007.


 


TARGET Day shall mean any day on which TARGET2 is
open for the settlement of payment in Euro.


 


Term Lender Provided
Hedge shall mean
an Interest Rate Hedge or other hedging transaction which is provided by any
lender under the Vought Term Loans or Incremental Term Loans to the extent that
the obligations of the Loan Parties thereunder are secured jointly with the
Vought Term Loans or Incremental Term Loans, respectively and provided, that
each such Interest Rate Hedge or other hedging transaction meets the following
requirements: such Interest Rate Hedge or other hedging transaction (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.


 


Test Period in effect at any time shall mean the most
recent period of four consecutive fiscal quarters of TGI ended on or prior to
such time (taken as one accounting period) in respect of which financial
statements for each quarter or fiscal year in such period have been or are
required to be delivered pursuant to Section 7.3.1 or 7.3.2; provided
that, prior to the first date that financial statements have been or are
required to be delivered pursuant to Section 7.3.1 or 7.3.2, the Test
Period in effect shall be the period of four consecutive fiscal quarters ended March 31,
2010.  A Test Period may be designated by
reference to the last day thereof (i.e., the “March 31, 2010 Test Period”
refers to the period of four consecutive fiscal quarters of TGI ended March 31,
2010), and a Test Period shall be deemed to end on the last day thereof.


 


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.


 


36

















 


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


 


Triumph Excluded LCs shall mean the letters of credit
identified on Schedule 1.1(E) issued for the account of Triumph and its
Subsidiaries and outstanding on the Closing Date hereof which will not be
Letters of Credit deemed issued under this Agreement.


 


Triumph Excluded LC Liens shall mean cash collateral in an amount
not exceeding 105% of the aggregate face amount of the Triumph Excluded LCs
deposited with the issuer of such Triumph Excluded LCs solely to secure
repayment of the reimbursement obligations under the Triumph Excluded LCs.


 


UCC Collateral shall mean the property of the Loan
Parties in which security interests are to be granted under the Guarantee and
Collateral 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.


 


U.S.-Owned DRE shall mean any entity that (A) is
organized under the laws of the United States, any State thereof or the
District of Columbia; (B) is disregarded as an entity separate from its
owner for U.S. federal tax purposes; (C) is directly owned by a Domestic
Loan Party; and (D) owns stock or interests in a Foreign Subsidiary.


 


Vought shall mean Vought Aircraft Industries, Inc.,
a Delaware corporation.


 


Vought Acquisition Debt shall mean the 2010 Bonds, the Vought
Bridge Loans or any of them; provided the aggregate principal amount thereof
does not exceed $400,000,000, plus or minus, as the case may be, the amount by
which the aggregate initial principal amount of the Vought Term Loans is less
than or greater than, respectively, $300,000,000; provided, further, that each
of the 2010 Bonds and the Vought Bridge Loans shall, in any case, meet the
Vought Financing Parameters.


 


Vought Bridge Loans shall mean bridge loans to be used by
TGI to finance a portion of the Acquisition and any other Indebtedness which
the Vought Bridge Loans are, by their terms, exchanged for or converted into.


 


Vought Excluded LCs shall mean the letters of credit
identified on Schedule 1.1(E) issued for the account of Vought and its
Subsidiaries and outstanding on the date of the Acquisition which are not
issued by an Issuing Bank and will not be Letters of Credit deemed issued under
this Agreement.


 


Vought Financing shall mean, the (i) the Vought Term
Loans which shall meet each of the conditions set forth in the definition of
Vought Financing Parameters with respect to the Vought Term Loans, and (ii) the
Vought Acquisition Debt, which shall meet each of the 


 


37

















 


conditions set forth in
the definition of Vought Financing Parameters with respect to the Vought
Acquisition Debt.


 


Vought Financing Liens shall mean (a) a security interest
in the Collateral in favor of the collateral agent or the administrative agent,
as applicable under the Vought Term Loans, provided that such security interest
is subject to the Intercreditor Agreement and secures solely the payment and
performance of the Vought Term Loan Obligations and the B&R Promissory Note
and (b) cash collateral in an amount not exceeding 105% of the aggregate
face amount of the Vought Excluded LCs deposited with the issuer of such Vought
Excluded LCs solely to secure repayment of the reimbursement obligations under
the Vought Excluded LCs; and (c) Liens securing the Vought Acquisition
Debt that are junior in priority to those securing the Obligations pursuant to
intercreditor arrangements reasonably satisfactory to the Administrative Agent.


 


Vought Financing
Parameters shall
mean the following terms and conditions, except to the extent that any such
term or condition is expressly waived or amended in writing by the Required
Banks and notwithstanding anything to the contrary contained herein, the
aggregate principal amount of the Vought Term Loans and the Vought Acquisition
Debt taken together shall not exceed $700,000,000:


 


(A) with respect to
the Vought Term Loans, such loans shall and shall continue to (i) have a
maximum aggregate principal amount of $300,000,000; provided however that up to
an additional $200,000,000 may be allocated from the Vought Acquisition Debt to
the Vought Term Loans,  (ii) rank no
higher than pari  passu with the Obligations, (iii) not be
secured by Liens on any asset which (a) does not constitute Collateral for
the Obligations under the Loan Documents and (b) is not subject to the
Intercreditor Agreement, (iv) not be guaranteed by or be in favor of a
borrower or other obligor thereunder unless such Person is also a Borrower,
Guarantor or obligor of the Obligations, (v) contain scheduled
amortization consistent with current market terms prevailing on the date that
the definitive documentation governing the Vought Term Loans is entered into, (vi) contain
a final maturity date not earlier than one year after the Expiration Date
hereunder (as such Expiration Date exists on the date hereof).


 


(B) with respect to
the Vought Acquisition Debt, such Indebtedness shall and shall continue to (i) have
a maximum aggregate principal amount of $400,000,000; provided that any such
amount may be increased or decreased by the amount by which the Vought Term
Loan is decreased or increased below or in excess of, as the case may be, of
$300,000,000, (ii) be unsecured or secured by Liens junior in priority to
those securing the Obligations pursuant to intercreditor arrangements
reasonably satisfactory to the Administrative Agent, (iii) not be
guaranteed by or be in favor of a borrower or other obligor thereunder unless
such Person is also a Borrower, Guarantor or obligor of the Obligations, and (iv) either
(a) have a maturity date not earlier than one year after the Expiration
Date hereunder (as such Expiration Date exists on the date hereof) or (b) upon
its maturity date, be, by its terms, convertible into or exchangeable for
Indebtedness that has such a maturity date.


 


38






 










 


Vought Purchase
Parameters shall
mean that the aggregate of (a) all indebtedness for borrowed money assumed
by the Loan Parties in connection with the Acquisition, (b) all
indebtedness of Vought and its subsidiaries satisfied in connection with the
Acquisition and (c) all cash consideration paid by TGI to the shareholders
of Vought in connection with the Acquisition, shall not exceed $1,150,000,000.


 


Vought Term Loan
Obligations shall
mean the obligations of the Loan Parties in respect of (a) the Vought Term
Loans and Incremental Term Loans and any liability of a Loan Party in respect
thereof, including without limitation principal, interest and agency fees
thereunder, (b) Term Lender Provided Hedges, and (c) Other Term
Lender Provided Financial Service Products.


 


Vought Term Loans shall mean the senior, secured term
loans in a principal amount not to exceed $300,000,000 provided to TGI by a
syndicate of lenders initially agented by Royal Bank of Canada to be used by
TGI to finance a portion of the Acquisition; provided however that up to an
additional $200,000,000 may be allocated from the Vought Acquisition Debt to
the Vought Term Loans on or prior to the date which is 45 days following the
Closing Date.


 


Withdrawal Liability shall have the meaning assigned to such
term under Part I of Subtitle E of Title IV of ERISA.


 


2009 Bonds shall mean TGI’s 8% Senior Subordinated
Notes due 2017.


 


2009 Credit Agreement shall mean that Amended and Restated
Credit Agreement dated as of August 14, 2009, as amended among certain of
the Banks as defined therein, the Loan Parties and PNC Bank, National
Association as administrative agent.


 


2010 Bonds shall mean notes issued by TGI to
finance a portion of the Acquisition or to refinance the Vought Bridge Loans.


 


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 


 


39

















 


(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;


 


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


 


40

















 


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 Total
Leverage Ratio, Senior Leverage Ratio, Senior Secured First Lien Leverage Ratio
or Interest Coverage Ratio, 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.


 


2.1.2                        Right to Increase Commitments.


 


Provided that there is
not continuing any 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 a one time increase and shall be in a minimum of $10,000,000 and a
maximum of $15,000,000.  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 


 


41

















 


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 Closing
Date 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 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 


 


42

















 


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.


 


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 


 


43

















 


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 2009 Credit Agreement, to
finance the Acquisition and for general corporate purposes, including future
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 Issuing Bank (with a
copy to the Administrative Agent) a completed application and agreement for
letters of credit in such form as the Issuing Bank 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 Issuing Bank, in
advance of the proposed date of issuance. 
Promptly after receipt of any letter of credit application, the Issuing
Bank shall confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has received a copy of such Letter of Credit
application and if not, such Issuing Bank will provide Administrative Agent with
a copy thereof.  All letters of credit
which are identified on Schedule 2.8.1 hereto (to be delivered five (5) Business
Days prior to the Closing Date), which shall consist of Existing Vought LCs and
all letters of credit issued under 


 


44

















 


the 2009 Credit Agreement
which are outstanding on the Closing Date, 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 twenty-four (24)
months from the date of issuance, and (B) in no event expire later than
one Business Day prior to the Expiration Date and provided that in no event
shall (i) the Dollar Equivalent amount of Letters of Credit Outstanding
exceed, at any one time, $100,000,000 or (ii) the Dollar Equivalent
Revolving Facility Usage exceed, at any one time, the Revolving Credit
Commitments.


 


Notwithstanding any other
provision hereof, the Issuing Bank shall not be required to issue, amend or
increase any Letter of Credit, if any Bank is at such time a Defaulting Bank
hereunder, unless the Issuing Bank has entered into satisfactory arrangements
with the Borrowers or such Bank to eliminate the Issuing Bank’s risk with
respect to such Bank (it being understood that the Issuing Bank would consider
the Borrowers providing cash collateral to the Administrative Agent, for the
benefit of the Issuing Bank, 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”) at the rate per annum set forth
in the Pricing Grid (based on a year of 360 days, and actual days elapsed), and
(ii) to the Issuing Bank 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 Issuing
Bank in Dollars for the Issuing Bank’s sole account the Issuing Bank’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 Issuing Bank 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 Issuing
Bank will promptly notify TGI, as agent for the Borrowers and the Administrative
Agent.  Provided that it shall have
received such notice, 


 


45

















 


the Borrowers shall
reimburse (such obligation to reimburse the Issuing Bank shall sometimes be
referred to as a “Reimbursement Obligation”) the Issuing Bank in Dollars
prior to 12:00 noon, Pittsburgh time on each date that an amount is paid by the
Issuing Bank under any Letter of Credit (each such date, an “Drawing Date”)
in an amount equal to the Dollar Equivalent amount so paid by the Issuing
Bank.  In the event the Borrowers fail to
reimburse the Issuing Bank (through the Administrative Agent) for the full
Dollar Equivalent amount of any drawing under any Letter of Credit by 12:00
noon, Pittsburgh time, on the Drawing Date, the Administrative Agent will
promptly notify each Bank thereof, and the 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
or the Issuing Bank 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 for the benefit
of the Issuing Bank an amount in Dollars in immediately available funds equal
to its Ratable Share (as determined in accordance with Section 2.14, if
applicable) 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 Issuing Bank 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 Base Rate Option on
and after the fourth day following the Drawing Date.  The Administrative Agent and the issuing Bank
will promptly give notice of the occurrence of the Drawing Date, but failure of
the Administrative Agent or the Issuing Bank 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 Issuing Bank 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 for the account of the Issuing Bank pursuant to Section 2.8.3.3
shall be deemed to be a payment in respect of its 


 


46

















 


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 the account of the Issuing Bank of immediately
available funds from the Borrowers (i) in reimbursement of any payment
made by the Issuing Bank under the Letter of Credit with respect to which any
Bank has made a Participation Advance to the Issuing Bank, or (ii) in
payment of interest on such a payment made by the Issuing Bank under such a
Letter of Credit, the Administrative Agent on behalf of the Issuing Bank 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 for the account of the Issuing Bank 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 the Issuing Bank.


 


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 for the account of
the Issuing Bank 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 for the account of the Issuing Bank 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 Issuing Bank’s application and agreement for
letters of credit and the Issuing Bank’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 Issuing Bank 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 Issuing Bank shall be responsible only to determine that the
documents and certificates required to be delivered under such Letter of Credit



 


47

















 


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
Issuing Bank 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 Issuing
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 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 Issuing Bank 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 Issuing Bank or any of the Issuing Bank’s Affiliates has been
notified thereof;


 


48






 










 


(vi)          payment by the Issuing Bank 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 Issuing Bank or any
of its Affiliates to issue any Letter of Credit in the form requested by any
Loan Party, unless the Issuing Bank has received written notice from such Loan
Party of such failure within three Business Days after the Issuing Bank 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;


 


(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 Issuing Bank and
any of its 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 Issuing Bank or any of its 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
Issuing Bank as determined by a final judgment of a court of competent
jurisdiction or (B) the wrongful dishonor by the Issuing Bank or any of
its Affiliates 


 


49

















 


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 Issuing Bank, or the Issuing Bank’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 Issuing Bank 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
Issuing Bank or the its 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 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 Issuing Bank or its Affiliates,
as applicable, including any Governmental Acts, and none of the above shall
affect or impair, or prevent the vesting of, any of the Issuing Bank’s or its
Affiliates rights or powers hereunder. 
Nothing in the preceding sentence shall relieve the Issuing Bank from
liability for the Issuing Bank’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 Issuing Bank or its 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 Issuing Bank and each of its Affiliates (i) may
rely on any oral or other communication believed in good faith by the Issuing
Bank 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 


 


50

















 


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 Issuing Bank 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 Issuing Bank 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 Issuing Bank or its 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
put the Issuing Bank or its 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 outstanding Revolving Credit Loans of a Bank plus such Bank’s
Ratable Share of the amount of outstanding Swing Loans and Letter of Credit
Outstandings 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.


 


51

















 


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”).


 


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 


 


52

















 


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 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.


 


53

















 


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 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.


 


54






 










 


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 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 


 


55

















 


(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.


 


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 


 


56

















 


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.


 


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 


 


57

















 


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 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 


 


58

















 


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 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 


 


59

















 


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 


 


60

















 


time, on 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 


 


61

















 


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;


 


(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 


 


62

















 


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).


 


2.14                           Defaulting Banks.


 


Notwithstanding anything
contained in Sections 2.8, 2.9 or any other provision of this Agreement to the
contrary, if any Bank becomes a Defaulting Bank then: all Letters of Credit
Outstanding and Swing Line Loan outstanding at such time, and all Letters of
Credit issued or Swing Line Loans made while there exists a Defaulting Bank
shall be reallocated among the non-Defaulting Banks in accordance with their
respective Ratable Shares (such Ratable Shares shall be determined without
reference to each Defaulting Lender’s Ratable Share) but only to the extent (a) the
sum of all non-Defaulting Banks’ Ratable Share of all Loans outstanding, Swing
Loans outstanding and Letters of Credit outstanding does not exceed the total
of all non-Defaulting Banks’ Commitments and (b) the aggregate obligation
of each non-Defaulting Bank to acquire, refinance or fund any participations in
Letters of Credit and Swing Line Loans shall not exceed the positive difference
(i) the Commitment of such Bank minus (ii) such Bank’s Ratable
Share of the Dollar Equivalent of all outstanding Revolving Credit Loans Swing
Line Loans and Letters of Credit outstanding. 
If the reallocation described in the preceding sentence cannot, or can
only partially, be effected, the Borrowers shall within one Business Day
following notice by the Administrative Agent, (1) first, prepay
outstanding Swing Loans and (2) second, cash collateralize such Defaulting
Bank’s portion of Letters of Credit outstanding (after giving effect to any
partial reallocation pursuant the immediately preceding sentence).  To the extent such Letters of Credit
Outstanding and Swing Line Loans are reallocated pursuant to this Section 2.14,
then the fees payable to the Banks pursuant to Section 2.8.2 (but not Section 2.3)
shall be adjusted in accordance with such non-Defaulting Banks’ Ratable
Shares.  To the extent such Letters of
Credit Outstanding are not reallocated pursuant to this Section 2.14, or
the Defaulting Bank’s Ratable Share of Letters of Credit Outstanding have not
been cash collateralized, then, without prejudice to any rights or remedies of
the Issuing Bank or any Bank hereunder, all Commitment Fees that otherwise
would have been payable to such Defaulting Bank (solely with respect to the
portion of such Defaulting Bank’s Commitment that was utilized by such Letters
of Credit Outstanding) and Letter of Credit Fees with respect to such
Defaulting Bank’s Ratable Share of the Letters of Credit Outstanding shall be
payable to the Issuing Bank.  Nothing
contained in this Section or elsewhere in this Agreement and no
reallocation of any Defaulting Bank’s Ratable Share of any obligation hereunder
shall relieve such Defaulting Bank of its obligation to fund any portion of any
amount owed by such Defaulting Bank hereunder.


 


In the event that the
Administrative Agent, the Borrower, and the Issuing Banks each agree that a
Defaulting Bank has adequately remedied all matters that caused such Bank to be
a Defaulting Bank, then the Letters of Credit Outstanding and the Swing Loans
outstanding shall be readjusted to reflect the inclusion of such Bank’s
Commitment and on such date, such Bank shall purchase at par such of the Loans
of the other Banks as the Administrative Agent shall determine may be necessary
in order for such Bank to hold such Loans in accordance with its Ratable Share.


 


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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)            Base Rate Option:  A fluctuating rate per annum (computed on the
basis of a year of 365/366 days, as the case may be, or, if the Base Rate is
measured by reference to the Daily Euro Rate, 360 days, and in each case 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)           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.


 


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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):


 


65

















 


3.3.1                        Letter of Credit Fees, Interest Rate.


 


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


 


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 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


 


66

















 


(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.


 


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 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 


 


67

















 


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 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.


 


Subject to Section 2.14,
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 and the Issuing Banks’ fronting 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.  Subject to Section 2.14,
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.


 


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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 each day that interest would have been payable
had successive Interest Periods of three months’ duration been applicable to
such Loans.  Interest on mandatory
prepayments of principal under Section 4.5 shall be made in the currency
in which such Loan was made and shall be due on the date such mandatory
prepayment is due.  Interest on the
principal amount of each Loan or other monetary Obligation shall be due and
payable in the currency in which such Loan was made on demand after such
principal amount or such other monetary Obligation becomes due and payable
(whether on the stated maturity date, upon acceleration or otherwise).


 


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 3.4.3 [Administrative Agent’s and Banks’
Rights] 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.


 


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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.


 


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, 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 its consent is required (other than the
consent of the Administrative Agent under Section 10.1.1) and the consent
of the Required Banks is 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 


 


70

















 


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 reasonably 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 an Issuing Bank
may only be replaced if all applicable Letters of Credit which it has issued
have expired, been terminated or replaced or cash collateral or backup letters
of credit shall have been deposited.


 


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.


 


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4.5                                 Additional Compensation in Certain
Circumstances.


 


4.5.1                        Increased Costs or Reduced Return Resulting From 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)            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 the Issuing 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 Issuing Bank, or (B) otherwise applicable
to the obligations of any Bank or any Lending Office of any Bank or any Issuing
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 or any Issuing
Bank 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 or Issuing Bank’s capital, taking into consideration such Bank’s or
Issuing Bank’s customary policies with respect to capital adequacy) by an
amount which such Bank or Issuing Bank in its sole discretion deems to be
material, such Bank or Issuing 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 reasonable averaging and attribution methods) by such
Bank or Issuing Bank to be necessary to compensate such Bank or Issuing 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 or
Issuing Bank ten (10) Business Days after such notice is given.


 


For the avoidance of
doubt, this Section 4.5.1 shall not apply to taxes, which shall be
governed by Section 4.8 [Taxes].


 


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 and each Issuing 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 


 


72

















 


a Bank or Issuing Bank to
fund or maintain Loans subject to the Euro-Rate Option) which such Bank or Issuing
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,


 


(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, or


 


(iv)          the assignment of any Revolving Credit
Loans under the Euro-Rate Option other than on the last day of the Interest Period
or maturity date applicable thereto as a result of a request by the Borrowers
pursuant to Section 4.4.2.


 


If any Bank or Issuing
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 reasonable
assumptions, allocations of costs and expenses and averaging or attribution
methods as such Bank or Issuing Bank shall determine) to be necessary to indemnify
such Bank or Issuing 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 or
Issuing Bank, as the case may be, ten (10) Business Days after such notice
is given.


 


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 $100,000,000, 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 


 


73

















 


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 $100,000,000.


 


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.


 


4.8                                 Taxes.


 


4.8.1                        No Deductions.


 


All payments made by or
on behalf of the Loan Parties hereunder and under each Note or under any other
Loan Document 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 (i) any taxes imposed
on (or measured by)  the net income of
any Bank (ii) any taxes imposed pursuant to the laws of the United States
or any political subdivision thereof or therein that would apply to any payment
to a Bank, the Administrative Agent or the Issuing Bank on the day that such
Bank, the Administrative Age or the Issuing Bank becomes a party to this
Agreement (or designates a new lending office); (iii) any withholding tax
that would apply to any payment to any Bank, the Administrative Agent or the
Issuing Bank on the day that such Bank, the Administrative Agent or the Issuing
Bank becomes a party to this Agreement (or designates a new lending office);
and (iv) any tax that is attributable to the failure of a Bank, the
Administrative Agent or the Issuing Bank to comply with 


 


74

















 


Section 10.17 of
this Agreement after having received any notice required to have been given by
the relevant Borrower pursuant to such Section (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings, and liabilities being
hereinafter referred to as “Indemnified Taxes”).  If any such Indemnified Taxes are required by
Law to be withheld or deducted from or in respect of any sum payable hereunder
or under any Note or any other Loan Document, (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, the Administrative Agent or the Issuing Bank, as the case may
be,  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 Loan Document (hereinafter
referred to as “Other Taxes”).


 


4.8.3                        Indemnification for Taxes Paid by a Bank.


 


Each Borrower shall
indemnify each Bank, the Administrative Agent and any Issuing Bank for the full
amount of Indemnified Taxes or Other Taxes (including, without limitation, any
Indemnified Taxes or Other Taxes imposed by any jurisdiction on amounts payable
under this Section 4.8) paid by any Bank, the Administrative Agent or
Issuing Bank, as the case may be, 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, the Administrative Agent or Issuing Bank makes
written demand therefor, which demand shall, upon request, be supplemented by
written evidence of the payment for which the Bank, the Administrative Agent or
Issuing Bank seeks indemnification pursuant to this Section 4.8.3
[Indemnification for Taxes Paid by a Bank].


 


4.8.4                        Certificate.


 


Within 30 days after the
date of any payment of any Taxes or Other 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.


 


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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.


 


4.8.6                        Refunds.


 


If a Bank,  the
Administrative Agent or the Issuing Bank receives a refund of any amount as to
which a Borrower has made any payments pursuant to this Section 4.8
[Taxes], such Bank, the Administrative Agent or the Issuing Bank shall pay over
any such refund to such Borrower; provided that such Borrower, upon the request
of such Bank, the Administrative Agent or the Issuing Bank, agrees to repay the
amount paid over to the Borrower in the event that such Bank, the
Administrative Agent or the Issuing Bank is required to repay such refund to
the relevant Official Body.


 


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:


 


76

















 


5.1.1                        Organization and Qualification.


 


TGI and each Subsidiary
of TGI: (i) is a corporation, partnership or limited liability company
duly 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 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 reasonably be expected to result in a Material
Adverse Change.


 


5.1.2                        Capitalization and Ownership.


 


Schedule 5.1.2, which shall be delivered on or prior to
the Closing Date, 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.  As of the Closing Date,
there are no options, warrants or other rights outstanding to purchase any such
Shares except as disclosed in Schedule 5.1.2.


 


5.1.3                        Subsidiaries.


 


Schedule 5.1.3 which shall be delivered on or prior to
the Closing Date, 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 other
than the Vought Financing Liens and Permitted Refinancing Liens related
thereto, non-consensual Liens arising by operation of Law which are identified
under the definition of Permitted Liens herein and Liens in favor of the
Administrative Agent for the benefit of the Banks hereunder.  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 outstanding as of the Closing Date except as indicated on Schedule
5.1.3.


 


77

















 


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 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 other than the Liens granted to the
Administrative Agent, for the benefit of the Banks, pursuant to the Loan
Documents.


 


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
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.


 


78

















 


5.1.8                        Title to Properties.


 


The real property owned
or leased (other than residential leases for use by employees) by any Borrower
and each Subsidiary of any Borrower as of the Closing Date is described on Schedule
5.1.8 which shall be delivered on or prior to the Closing Date.  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 in respect of the transactions
contemplated hereby.


 


5.1.9                        Financial Statements.


 


(i)            Historical Statements.  TGI has delivered to the Administrative Agent
copies of (a) its audited consolidated and unaudited consolidating
year-end financial statements for and as of the end of the fiscal year ended March 31,
2009;  (b) its unaudited
consolidated financial statements for each fiscal quarter thereafter through
and including the quarter ended December 31, 2009; and (c) Vought’s
audited consolidated and unaudited consolidating year-end financial statements
for and as of the end of the fiscal year ended December 31, 2009  (collectively, the “Historical Statements”).  The Historical Statements were compiled from
the books and records maintained by TGI’s or Vought’s management, as the case
may be, are correct and complete and present fairly in all material respects
the financial condition of TGI and its Subsidiaries or Vought and its
Subsidiaries, as the case may be, 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.  Neither TGI nor Vought had, as of the date of
the most recent Historical Statements for TGI and Vought respectively, any
liabilities, contingent or otherwise, 
that could reasonably be expected to result in a Material Adverse Change
and which were not disclosed in the Historical Statements or in the notes
thereto.  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,
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 


 


79

















 


Subsidiaries are or will
be represented by margin stock.  If requested
by the Administrative Agent, TGI will furnish to the Administrative Agent a
statement to the foregoing effect in conformity with the requirements of FR Form G-3
or FR Form U-1, as applicable, referred to in Regulation U.


 


5.1.11                  Full Disclosure.


 


Neither the confidential
information memorandum provided to the Banks in connection with 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,
considered in the aggregate, 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 such confidential
information memorandum, 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 or previously been publicly disclosed in TGI’s
and Vought’s most recently filed Form 10-K and any Form 10-Q or Form 8-K
filed subsequently with the Securities and Exchange Commission prior to the
Closing Date.


 


5.1.12                  Taxes.


 


All federal, state,
material local, material foreign and material 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 in which the
underlying potential liability could reasonably be expected to result in a
Material Adverse Change.


 


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 shall have been obtained or
made on or prior to the Closing Date.


 


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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,
intellectual property 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
that could reasonably be expected to result in a Material Adverse Change.


 


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 to the extent necessary to comply with Section 7.1.3
[Maintenance of Insurance].  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, except as
would not impair the accuracy of the following sentence or could reasonably be
expected to result in a breach of Section 7.1.3 [Maintenance of
Insurance].  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 as otherwise
publicly disclosed in TGI’s and Vought’s most recent Form 10-K and any Form 10Q
or Form 8-K subsequently filed with the Securities and Exchange
Commission, all material contracts publicly filed or required to be publicly
filed by TGI or Vought pursuant to applicable securities law, are valid,
binding and enforceable in all material respects upon TGI, Vought or each
Subsidiary and each of the other parties thereto in accordance 


 


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with their respective
terms, and there is no default thereunder by TGI, Vought or any such Subsidiary
or, to the Borrowers’ knowledge, with respect to parties other than TGI, Vought
or any such Subsidiary, which would result in a Material Adverse Change.


 


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 with any applicable provisions of
ERISA with respect to all Benefit Arrangements and Plans, except where the
failure to do so could not reasonably be expected to result in a Material
Adverse Change.  There has been no
Prohibited Transaction with respect to any Benefit Arrangement or any Plan,
which could result in a Material Adverse Change.  Each Borrower and, to the knowledge of any
Borrower, all members of each of their ERISA Groups have made when due any and
all material payments required to be made under any agreement relating to a
Multiemployer Plan or a Multiple Employer Plan or any Law pertaining
thereto.  Except where the failure to do
so could not result in a Material Adverse Change, with respect to each Plan and
Multiemployer Plan, each Borrower and each member of each of its ERISA Group (a) have
fulfilled their obligations under the minimum funding standards of ERISA, (b) have
not incurred any liability to the PBGC other than required premiums under
Sections 4006 and 4007 of ERISA, and (c) 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
Plan is able to pay benefits thereunder when due (without regard to a
termination basis).


 


(iii)          Neither the Borrowers nor any other
member of any of its ERISA Group has instituted proceedings or taken formal
action to terminate 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 its ERISA Group 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 its ERISA Group has been notified by any
Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan or
Multiple Employer Plan has been terminated within the 


 


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meaning of Title IV of
ERISA and, to the knowledge of each Borrower, no Multiemployer Plan or Multiple
Employer Plan is reasonably expected to be reorganized or terminated, within
the meaning of Title IV of ERISA in a manner that can reasonably be expected to
result in a Material Adverse Change.


 


(vi)          (a) 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 material premiums required to be paid for
all periods through the Closing Date and (b) 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 material
contributions required to be paid for all periods through the Closing Date.


 


(vii)         All Plans, Benefit Arrangements have
been administered in accordance with their terms and the applicable provisions
of ERISA except where the failure to do so could not reasonably be expected to
result in a Material Adverse Change.


 


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 of 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
Schedule 5.1.22:


 


(i)            Neither TGI nor any Subsidiary of
TGI has received any material Environmental Complaint from any Official Body
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 likely to be received.  Except as would not reasonably be expected to
result in a Material Adverse Change, neither TGI nor any Subsidiary of TGI has
received any Environmental Complaint described in the immediately preceding
sentence, from a private Person (as opposed to receipt thereof from an Official
Body).  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 


 


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owner of the Property
pertaining to, or arising out of, any Environmental Conditions, in any case
that would reasonably be expected to result in a Material Adverse Change.


 


(ii)           There are no circumstances at, on or
under the Property that constitute a material breach of or non-compliance with
any of the Environmental Laws. 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 in a manner that would reasonably be expected to result in a Material
Adverse Change.


 


(iii)          Neither the Property nor any
structures, improvements, equipment, fixtures, activities or facilities thereon
or thereunder contain or use Regulated Substances except in material 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
material permits, licenses, authorizations, plans and approvals required 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
material 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 performed by TGI and its Subsidiaries in material accordance with the
Environmental Laws.


 


5.1.23                  Senior Debt Status.


 


The Obligations of each
Loan Party under this Agreement, the Notes, the Guarantee and Collateral
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
secured senior Indebtedness (including, without limitation, Indebtedness under
the Vought Term Loans, as in effect from time to time) of the Loan
Parties.  The obligations of any Loan
Party under the Convertible Note Indenture and the Convertible Notes are and
shall remain at all times unsecured and subordinated in right of payment to 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 Guarantee and Collateral 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, now
existing or hereafter incurred 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.


 


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5.1.24                  Anti-Terrorism Laws.


 


5.1.24.1   General.


 


None of the Loan Parties
nor any Subsidiary of a Loan Party, nor, to the knowledge of any Loan
Party,  any other Affiliate of any Loan
Party,  is in violation of any
Anti-Terrorism Law or engages in or conspires 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 any Anti-Terrorism Law.


 


5.1.24.2   Executive
Order No. 13224.


 


None of the Loan Parties,
nor any Subsidiary of a Loan Party, nor, to the knowledge of any Loan Party,
any other 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.


 


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5.1.25                  Security Interests; Mortgage Liens.


 


(i)                                     From and after the Closing Date, the
Guarantee and Collateral Agreement will be effective to create in favor of the
Administrative Agent, for the benefit of the Banks, a legal, valid and
enforceable security interest in the Collateral described therein and proceeds
thereof.  In the case of the Pledged
Notes described in the Guarantee and Collateral Agreement, when the original of
such instruments are delivered to the Administrative Agent, and in the case of
the Pledged Stock described in the Guarantee and Collateral Agreement, when
stock certificates representing such Pledged Collateral are delivered to the
Administrative Agent (together, in each case, with a properly completed and
signed stock power or endorsement), and in the case of the other Collateral
described in the Guarantee and Collateral Agreement, when financing statements
and other filings specified on Schedule 5.1.25(a), which may be delivered not
later than five (5) Business Days prior to the Closing Date, in
appropriate form are filed in the offices specified on Schedule 5.1.25(a),
the Guarantee and Collateral Agreement shall constitute a fully perfected Lien
on, and Prior Security Interest in, all right, title and interest of the Loan
Parties in such Collateral and the proceeds thereof, as security for the
Obligations.  Notwithstanding the
requirement for delivery of possession of the Pledged Collateral to the
Administrative Agent required pursuant to the Loan Documents, so long as the
Intercreditor Agreement is in force and effect, possession of such Pledged
Collateral by the collateral agent or the administrative agent, as applicable,
for the lenders under the Vought Term Loans or Incremental Term Loans, as
applicable, shall be deemed to be possession by the Administrative Agent
thereof for purposes of perfection of the Administrative Agent’s Lien thereon.


 


(ii)                                  From and after the Closing Date, each of
the Mortgages is effective to create in favor of the Administrative Agent, for
the benefit of the Banks, a legal, valid and enforceable Lien on the Real
Property Collateral described therein and proceeds thereof, and when the
Mortgages are filed in the offices specified on Schedule 5.1.25(b) (with
respect to the Real Property Collateral owned as of the Closing Date), which
may be delivered not later than five (5) Business Days prior to the
Closing Date or in the appropriate filing offices (with respect to Real
Property Collateral acquired after the Closing Date), each such Mortgage shall
constitute a fully perfected Lien on, and Prior Security Interest in, all
right, title and interest of the Loan Parties in the Real Property Collateral
and the proceeds thereof, as security for the Obligations.  Schedule 1.1(M) lists, as of the Closing
Date, each parcel of owned real property and each leasehold interest in real
property located in the United States and held by TGI or any of its
Subsidiaries that has a value, in the reasonable opinion of TGI, in excess of
$10,000,000 and shall be delivered no later than five (5) Business Days
prior to the Closing Date.


 


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 Guarantee and Collateral 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 permitted by the
Guarantee and Collateral Agreement or this


 


86

















 


Agreement, (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 and (iii) restrictions
on asset sales and like contractual provisions that would not impair the
ability of the Collateral Agent to realize on its Lien in accordance with the
Guarantee and Collateral Agreement (subject to the Intercreditor
Agreement).  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, which may be delivered as of the Closing Date.  The Loan Parties have delivered true and
correct copies of such partnership agreements and limited liability company
agreements to the Administrative Agent not later than the Closing Date.


 


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.


 


6.                                       CONDITIONS OF LENDING


 


The obligation of each
Bank to make Loans and of the Issuing Banks 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), no Event of Default or Potential
Default under this Agreement shall have occurred and be continuing or shall
exist.


 


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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
Loan Party, certifying as appropriate as to:


 


(i)                                     all requisite corporate, limited
liability company or partnership, as the case may be, action taken by such Loan
Party 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)                               with respect to each Loan Party, (a) copies
of the organizational documents, including certificates of incorporation and
bylaws (or comparable documents, if applicable) as in effect on the Closing
Date, of such Loan Party, (b) certificates of incorporation (or comparable
documents) certified by the appropriate state official where such documents are
filed in a state office (to the extent such state office provides certified copies
of such documents) and (c) together with certificates, as of a reasonably
recent date, from the appropriate state officials as to the continued existence
and good standing of such Loan Party in each state where organized (to the
extent state officials in such state provide such certificates).


 


6.1.3                        Delivery of Loan Documents.


 


This Agreement, the  Notes, the Guarantee and Collateral Agreement, the Intercompany Subordination Agreement,
the Mortgages, the Intercreditor Agreement each shall have been duly executed
by the parties thereto and such documents shall have been delivered to the
Administrative Agent for the benefit of the Banks; provided that the condition
precedent requiring the execution and delivery of a Mortgage with respect to
Real Property for which an equivalent mortgage has not been executed and
delivered in favor of the lenders under the Vought Term Loans shall be
automatically waived; provided that in such case, the execution and delivery of
such Mortgage shall become an affirmative covenant and be delivered in
accordance with the terms of Section 7.1.16.


 


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 and 2009 Bonds, if
any, made in connection with this Agreement and such amendments shall be
acceptable to the Administrative Agent.


 


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6.1.5                        Opinion of Counsel.


 


There shall be delivered
to the Administrative Agent for the benefit of each Bank customary written
opinions of counsel to each Loan Party and opinions of local real estate
counsel in each of the jurisdictions in which Real Property Collateral is
located to the extent a Mortgage is being delivered in respect of such Real
Property Collateral on the Closing Date, in each case, addressing such matters
as reasonably requested by the Administrative Agent, all in form and substance
satisfactory to the Administrative Agent.


 


6.1.6                        Legal Details.


 


All material 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 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, as the Administrative
Agent or said counsel may reasonably request. 
The Loan Parties shall have delivered all Schedules to this Agreement
and the other Loan Documents on the time frames to have been delivered
hereunder and shall deliver on the Closing Date all such remaining schedules
which have not been not delivered at signing of this Agreement or otherwise
prior to the Closing Date.


 


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 fees identified herein or set forth in the Administrative
Agent’s Letter or any other commitment letters with any of the Banks required
to be paid prior to or upon the Closing Date and 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 and
approvals (including those of an Official Body) required to effectuate the
transactions contemplated hereby shall have been obtained on terms reasonably
satisfactory to the Administrative Agent.


 


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 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 be pending 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.


 


6.1.12                  Lien Search; Filing Receipts; Pledged Shares.


 


The Administrative Agent
shall have received (1) Lien searches with respect to each Loan Party,
including title searches with respect to the Real Property to be subject to a
Mortgage that do not show Liens other than Permitted Liens and Liens with
respect to liabilities that have been demonstrated to the reasonable
satisfaction of the Administrative Agent to have been discharged, or that will
be discharged contemporaneously with the Closing Date, (2) such UCC
financing statements as are necessary or appropriate, in the Administrative
Agent’s reasonable discretion, to perfect the security interests in the UCC
Collateral to the extent any such security interest can be perfected by filing
a UCC financing statement, (3) original instruments evidencing the Pledged
Notes required to be delivered under the Guarantee and Collateral Agreement and
accompanying endorsements thereof and (4) stock certificates or limited
liability company certificates evidencing the Pledged Collateral (to the extent
that such shares are certificated) and accompanying stock powers.  Notwithstanding the requirement for delivery
of possession or control of the Pledged Collateral to the Administrative Agent
required pursuant to the Loan Documents, so long as the Intercreditor Agreement
is in force and effect, possession or control of such Pledged Collateral by the
collateral agent or administrative agent, as applicable, for the lenders under
the Vought Term Loans shall be deemed to be possession or control,
respectively, by the Administrative Agent thereof for purposes of this
condition precedent and perfection of the Administrative Agent’s Lien thereon.


 


6.1.13                  Refinancing of Existing Debt.


 


The Loan Parties shall
have repaid all loans and other amounts outstanding under the 2009 Credit
Agreement, subject to the obligations under Section 4.5.2 [Indemnity] of
the 2009 Credit Agreement on the Closing Date and terminated the commitments
thereunder and satisfactory evidence thereof shall be delivered to the
Administrative Agent.


 


6.1.14                  Vought Acquisition.


 


The Acquisition shall be
consummated simultaneously with the funding of the initial Loans hereunder,
which shall occur on or before September 23, 2010, on the terms and
conditions set forth in the Acquisition Agreement, which must meet the Vought
Purchase


 


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Parameters, without any
amendment, modification, waiver or material consents by TGI thereto, that are
materially adverse to the interests of the Banks and that are not consented to
by the Administrative Agent in its reasonable discretion.  The Loan Parties shall provide evidence to
the satisfaction of the Administrative Agent that the Vought Purchase
Parameters have been met.


 


6.1.15                  Vought Financing.


 


The Vought Financing
shall have been consummated in accordance with the terms and conditions of the
Vought Financing Parameters.


 


6.1.16                  Environmental Matters.


 


The Loan Parties shall
provide the Administrative Agent with such environmental reports and audits
with respect to the Real Property Collateral as reasonably requested by the
Administrative Agent; provided that the condition precedent requiring the
delivery of environmental reports with respect to Real Property Collateral for
which equivalent reports have not been delivered in favor of the lenders under
the Vought Term Loans shall be automatically waived; provided that in such
case, the delivery of such reports shall become an affirmative covenant and be
delivered in accordance with the terms of Section 7.1.16.


 


6.1.17                  Insurance Policies, Certificates of Insurance;
Endorsements.


 


The Loan Parties shall
have delivered evidence acceptable to the Agent that adequate insurance in
compliance with Section 7.1.3 [Maintenance of Insurance] is in full force
and effect and that all premiums then due thereon have been paid.


 


6.1.18                  Closing Date Compliance.


 


The Loan Parties shall
demonstrate that on the Closing Date, after giving effect to the transactions
contemplated on the Closing Date including the Vought Financing, the Senior
Secured First Lien Leverage Ratio shall not exceed 2.0 to 1.0.


 


6.1.19                  Joinder of Subsidiaries.


 


Each of (i) the
Subsidiaries of Vought Aircraft Industries, Inc. which are Domestic
Material Subsidiaries and not themselves merged into a Loan Party on the
Closing Date and (ii) the Domestic Material Subsidiaries (direct or
indirect) of TGI, shall have executed and delivered either a Borrower Joinder
or a Guarantor Joinder pursuant to which such Subsidiary joins the Loan
Documents and otherwise complied with Section 10.20 hereof.


 


6.1.20                  Title Insurance.


 


(a)                                  The Administrative Agent shall have
received a fully paid mortgagee title insurance policy (each a “Mortgage Policy”)
to be delivered with respect to each Mortgage on all of the Real Property
Collateral of the Loan Parties in standard ALTA form, issued by a title
insurance company satisfactory to the Administrative Agent, each in an amount
equal to not less


 


91

















 


than the fair market
value of the Real Property subject to such Mortgage, insuring such Mortgage to
create a valid lien on such Real Property, with no exceptions other than
Permitted Liens of the type described in clause (v) of the definition
thereof and such exceptions as the Administrative Agent shall have approved in
writing in its reasonable discretion; provided that the condition precedent
requiring the delivery of a title insurance with respect to Real Property for
which title insurance has not been delivered in favor of the lenders under the
Vought Term Loans shall be automatically waived; provided that in such case,
the delivery of such title insurance shall become an affirmative covenant and
be delivered in accordance with the terms of Section 7.1.16.


 


(b)                                 To the extent reasonably requested by the
Administrative Agent and required by the respective title company to remove all
standard exceptions from the respective Mortgage Policy relating to a
particular Real Property Collateral and issue any endorsements to such Mortgage
Policy as may be reasonably required by the Administrative Agent, the
Administrative Agent shall have received any existing survey of such Real
Property Collateral (and all improvements thereon).


 


(c)                                  The Administrative Agent shall have
received a completed “Life-of Loan” Federal Emergency Management Agency
Standard Flood Hazard Determination with respect to each parcel of Real
Property Collateral (together with a notice about special flood hazard area
status and flood disaster assistance duly executed by the applicable Loan Party
relating thereto).


 


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); 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
Issuing Bank 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 its Subsidiaries to, maintain its corporate existence
(except that with 30 calendar days prior written notice to the Administrative
Agent and taking all steps requested by the Administrative Agent to continue
the Prior Security Interest in the Collateral, a Borrower or its Subsidiaries
may change its form of organization as provided in Section 7.2.14) 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 (other than exceptions with respect to corporate
existence) 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.  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, except to the extent that
TGI or its relevant Subsidiary is contesting such liabilities in good faith and
has posted an appropriate bond therefor or taken such other actions as are
necessary to suspend such foreclosure proceedings.


 


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 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.  TGI shall deliver (x) on
the Closing Date and annually thereafter original certificates of insurance
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) at the request of the Administrative Agent, from time to time a
summary schedule indicating all insurance then in force with respect to TGI and
its Subsidiaries.  From and after the
Closing Date, 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,


 


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mortgagee and lender loss
payee 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 cancellation of such policies for any reason (including non-payment of
premium) shall be effective until at least thirty (30) days after receipt by
the Administrative Agent of written notice of such cancellation (except that
the prior notice period to the Administrative Agent may be 10 days prior to
cancellation resulting from non-payment of premium), (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, (vi) provide that the interest of
the Banks shall be insured regardless of any breach or violation by the
applicable Loan Parties of any warranties, declarations or conditions contained
in such policies or any action or inaction of the applicable Loan parties or
others insured under such policies and (vii) provide a waiver of any right
to set off or counterclaim or any other deduction and provide that any rights
of subrogation which the insurers may have or acquire shall be adjusted in
accordance with the “mortgagee” and “lender loss payee” clauses of each such
policy, which in each case shall be reasonably satisfactory to the
Administrative Agent. 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.


 


If any Real Property
Collateral is at any time from and after the Closing Date located in an area
identified by the Federal Emergency Management Agency (or any successor agency
as a “Special Flood Hazard Area” with respect to which flood insurance has been
made available under the National Flood Insurance Act of 1968 (as no or
hereafter in effect or successor act thereto), the Borrowers shall, or shall
cause the applicable Loan party to (i) maintain, or cause to be
maintained, with a financially sound and reputable insurer, flood insurance in
an amount and otherwise sufficient to comply with all applicable rules and
regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver
to the Administrative Agent evidence of such compliance in form and substance
reasonably acceptable to the Administrative Agent.


 


7.1.4                        Maintenance of Properties and Leases.


 


Each Borrower shall, and
shall cause each other Loan Party and their Subsidiaries 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.


 


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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,
intellectual property 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,
properties, operations 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 in the absence of a continuing Event of Default.


 


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 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.


 


7.1.9                        Compliance with Laws.


 


Each Borrower shall, and
shall cause each of its Subsidiaries to, comply with (i) its
organizational documents (including certificates of incorporation, bylaws and
comparable


 


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documents) and (ii) 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.


 


To the extent permitted
by applicable Law, 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.


 


From and after the
Closing Date, 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 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 Collateral as
a continuing Lien and Prior Security Interest, and shall do such other acts and
things as the Administrative Agent in its reasonable discretion may deem necessary
or advisable from time to


 


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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
Collateral.


 


7.1.15                  Incorporation of Terms.


 


Each Loan Party shall
cooperate with the Administrative Agent and shall execute from time to time, at
any time within 120 days following (x) the Closing Date with respect to
the Vought Financing and (y) the date of the making of such loan with
respect to the Incremental Term Loans, in each case, as requested by the
Administrative Agent any amendment or supplement to any Loan Document for the
purpose of incorporating into this Agreement or any of the other Loan Documents
any affirmative or negative covenants or events of default (including any
financial covenant and any applicable definition) which is either not contained
in the Loan Documents or which is more restrictive than those contained in the
Loan Documents and that is contained in any of the documents relating to the
Vought Financing as of the date that is 45 days after the Closing Date or the
Incremental Term Loans as of the date that is 45 days after the making thereof,
as applicable, all as the Administrative Agent in its sole discretion shall
request.


 


7.1.16     Collateral and Additional Collateral;
Execution and Delivery of Additional Security Documents.


 


(a) With respect to
any property intended to be Collateral acquired after the Closing Date by any
Loan Party (other than any property described in paragraph (b), (c) or (d) below
), promptly (i) execute and deliver to the Administrative Agent such amendments
to the Guarantee and Collateral Agreement or such other documents as the
Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Banks, a security interest in such
property intended to be Collateral and (ii) take all actions necessary or
advisable to grant to the Administrative Agent, for the benefit of the Banks, a
Prior Security Interest in such property intended to be Collateral, including
the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or
by law or as may be reasonably requested by the Administrative Agent.


 


(b)   With respect to any fee interest in any Real
Property having a value (together with improvements thereof) of at least
$10,000,000 acquired after the Closing Date by any Loan Party, promptly (i) execute
and deliver a Mortgage constituting a Prior Security Interest, in favor of the
Administrative Agent, for the benefit of the Banks, covering such Real
Property, (ii) if requested by the Administrative Agent, provide the Banks
with all Ancillary Security Documents as the Administrative Agent shall request
(provided that the Administrative Agent in its sole discretion may agree in
writing not to take or to defer taking of a Mortgage with respect to any Real
Property otherwise required to be subject to a Mortgage hereunder).


 


(c)  With respect to
any new Subsidiary that is a Domestic Subsidiary created or acquired after the
Closing Date by any Loan Party (which, for the purposes of this paragraph (c),
shall include any existing Subsidiary that ceases to be a Foreign Subsidiary),
promptly (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement or Borrower or Guarantor
Joinders as the Administrative Agent deems necessary or


 


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advisable to grant to the
Administrative Agent, for the benefit of the Banks, a  Prior Security Interest in the Capital Stock
of such new Subsidiary that is owned by any Loan Party, (ii) deliver to
the Administrative Agent the certificates representing such Capital Stock,
together with undated stock powers, in blank, executed and delivered by a duly
authorized officer of the relevant Loan Party, (iii) to the extent
required by Section 10.20 [Joinder of Borrowers and Guarantors] cause such
new Subsidiary (A) to become a party to the Guarantee and Collateral
Agreement, (B) to take such actions necessary or advisable to grant to the
Administrative Agent for the benefit of the Banks a Prior Security Interest in
the Collateral described in the Guarantee and Collateral Agreement with respect
to such new Subsidiary, including the filing of Uniform Commercial Code
financing statements in such jurisdictions as may be required by the Guarantee
and Collateral Agreement or by law or as may be reasonably requested by the
Administrative Agent and (C) to deliver to the Administrative Agent a
certificate of such Subsidiary, substantially in a form reasonably acceptable
to the Administrative Agent, certifying as to organizational documents and
resolutions of such Loan Party and containing an incumbency certificate of such
Loan Party, with appropriate insertions and attachments, and (iv) if
requested by the Administrative Agent, deliver to the Administrative Agent
legal opinions relating to the matters described above, which opinions shall be
in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.


 


(d) With respect to
any new Foreign Subsidiary created or acquired after the Closing Date by any
Loan Party, promptly (i) execute and deliver to the Administrative Agent
such amendments to the Guarantee and Collateral Agreement as the Administrative
Agent deems necessary or advisable to grant to the Administrative Agent, for
the benefit of the Banks, a Prior Security Interest in the Capital Stock of
such new Subsidiary that is owned by any such Loan Party (provided that any
pledge of stock or other equity interest in a Foreign Subsidiary shall be
limited to 66% of the voting stock or equity interest in such Foreign
Subsidiary and that any pledge of more than 66% of the equity interest in any
U.S.-Owned DRE shall be treated for this purpose as a pledge of such U.S.-Owned
DRE’s voting stock or equity interest in each Foreign Subsidiary in which it
has an ownership interest), (ii) deliver to the Administrative Agent the
certificates representing such Capital Stock, together with undated stock
powers, in blank, executed and delivered by a duly authorized officer of the
relevant Loan Party, and take such other action as may be necessary or, in the
reasonable opinion of the Administrative Agent, desirable to perfect the
Administrative Agent’s security interest therein, and (iii) if requested
by the Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.


 


Notwithstanding the
requirement for delivery of possession or control of the Pledged Collateral to
the Administrative Agent required pursuant to the Loan Documents, so long as
the Intercreditor Agreement is in force and effect, possession or control of
such Pledged Collateral by the collateral agent or the administrative agent, as
applicable for the lenders under the Vought Term Loans, or Incremental Term
Loans, as applicable, shall be deemed to be possession or control,
respectively, by the Administrative Agent thereof for purposes of this
condition precedent and perfection of the Administrative Agent’s Lien thereon.


 


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7.1.17                  Maintenance of Credit Rating.


 


TGI shall use
commercially reasonable efforts to acquire as promptly as practicable and to
maintain, from and after the Closing Date, both a Long-Term Issue Credit Rating
and a Debt Rating from each of Moody’s and Standard & Poor’s.


 


7.1.18                  Intercreditor Issues.


 


In the event of a breach
or default (i) under the Intercreditor Agreement by any party thereto
(other than the Administrative Agent), or (ii) by any holder of any
Indebtedness which is subordinated to the Obligations, of such subordination
provisions, in each case, which circumstance is capable of being cured or
mitigated by action or inaction by any of the Loan Parties, the Loan Parties
shall take any practicable action or refrain from taking action available to it
to cure or mitigate such breach or default. 
By way of example only, and without limiting the generality of the
foregoing, if, the collateral agent for the lenders of the Vought Term Loan
receives a Lien on the assets which is not also provided to the Administrative
Agent, the Loan Parties shall grant a Lien to the Administrative Agent thereon.


 


7.2                                 Negative Covenants.


 


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 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.


 


Other than (a) the
Indebtedness under the Loan Documents and, prior to the Closing Date, the 2009
Credit Agreement, 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 $175,000,000.00 (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:


 


(a) the Vought
Financing;


 


(b) the Existing
Vought LCs, the Vought Excluded LCs and the Triumph Excluded LCs; provided
that, in each case, the amount thereof is not hereafter increased and no
additional assets become subject to any Liens thereon;


 


(c) the B&R
Promissory Note;


 


(d) the Incremental
Term Loans;


 


99

















 


(e) the IDBs
existing on the date hereof so long as the principal amount thereof is not
hereafter increased and no additional assets become subject to Liens associated
therewith;


 


(f) Capital Lease
Obligations and other Indebtedness set forth on Schedule 7.2.1 as of the date
hereof; provided that the amount thereof is not hereafter increased and no
additional assets become subject to any Liens thereon;


 


(g) Indebtedness
secured by Purchase Money Security Interests and Capital Lease Obligations
incurred after the date hereof in an aggregate amount outstanding at any time
(including additional IDBs) not to exceed $100,000,000; provided however
that if the Vought Term Loans exceed $300,000,000 in principal amount on the
Closing Date, the principal amount of such Indebtedness outstanding at any time
(including additional IDBs) will not exceed $50,000,000;


 


(h) any
Bank-Provided Hedge or Term Lender Provided Hedge;


 


(i)   Indebtedness under any Other Bank Provided Financial
Services Product or Other Term Lender Provided Financial Service Product;


 


(j) Permitted
Refinancing Debt refinancing any Refinanced Debt (and any Guaranties thereof by
Persons who were guarantors of the Refinanced Debt related thereto) permitted
pursuant to this Section 7.2.1(i) to the extent secured only by
Permitted Refinancing Liens;


 


(k) Indebtedness in
an aggregate principal amount outstanding at any time, when combined with the
Indebtedness outstanding under clause (ii) (e) below, not exceeding
$25,000,000; provided that such Indebtedness is secured solely by Liens
permitted pursuant to clause (xvii) of the definition of Permitted Liens;


 


(l)            Guaranties by any Loan Party of
secured Indebtedness of any other Loan Party otherwise permitted to be incurred
under this Section 7.2.1(i) (other than Sections (e), (f), (g), (j), (k) and
(m) of this Section 7.2.1(i));


 


(m)          any Indebtedness of a non-Loan Party
(and any Guarantee by a non-Loan Party of such Indebtedness) that, together
with amounts incurred by non-Loan Parties pursuant to Section 7.2.1(ii)(c) below,
does not exceed $25,000,000; provided, that such Indebtedness, if not secured,
could have been incurred pursuant to Section 7.2.1(ii)(c) below at
the time it is incurred; or


 


(ii) any unsecured
Indebtedness, except for:


 


(a) Indebtedness of
TGI in respect of (x) the 2009 Bonds in an aggregate principal amount not
to exceed $175,000,000, (y) the Convertible Notes and (z) the Vought


 


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Acquisition Debt,
provided, that such Vought Acquisition Debt meets the Vought Financing
Parameters,


 


(b) 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 to the Obligations in a manner reasonably 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


 


(c) 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 priority of payment with such unsecured Indebtedness, (B) no Event of
Default or Potential Default then exists nor will result from incurring such
unsecured Indebtedness, (C) such indebtedness shall mature no earlier than
ninety (90) days after the Expiration Date and (D) not more than
$25,000,000 principal amount of Indebtedness may be incurred pursuant to this
clause and clause 7.2.1(i)(m), in the aggregate, by Subsidiaries that are not
Loan Parties, and (E) after giving effect thereto, the Loan Parties shall
be in compliance with the Total Leverage Ratio and the Senior Leverage Ratio,
assuming that the maximum permitted Total Leverage Ratio is 0.50 to 1.00 less
than the maximum permitted ratio set forth in Section 7.2.16 and the
maximum permitted Senior Leverage Ratio is 0.25 to 1.00 less than the maximum
permitted ratio set forth in Section 7.2.17;


 


(d) Indebtedness of
a Loan Party to another Loan Party which is subordinated pursuant to the
Intercompany Subordination Agreement;


 


(e) Indebtedness in
an aggregate principal amount outstanding at any time, when combined with
Indebtedness outstanding under clause (i) (k) above, does not exceed
$25,000,000;


 


(f) Guaranties by
any Loan Party of unsecured Indebtedness of any other Loan Party otherwise
permitted to be incurred pursuant to this Section 7.2.1(ii), and
Guaranties of any Subsidiary of TGI that is not a Loan Party of Indebtedness of
any other Subsidiary that is not a Loan Party otherwise permitted to be
incurred pursuant to this Section 7.2.1; provided that, in each case, such
Guaranties must meet all restrictions to which the Indebtedness that is being
Guarantied is subject, including, without limitation, with respect to whom the
obligors are on such Indebtedness or on any applicable subordination provisions
or conditions to incurrence;


 


(g) Permitted
Refinancing Debt;


 


(h) Indebtedness of
a non-Loan Party Subsidiary to TGI or any Subsidiary of TGI to the extent
permitted pursuant to Sections 7.2.4(v), (viii), (x) and (xii); and


 


(i) Indebtedness set
forth on Schedule 7.2.1.


 


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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 expressly 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 of any
Borrower or any of their Subsidiaries to indemnify or hold harmless any seller
or buyer, as applicable, 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 TGI or its direct or indirect
Subsidiaries not constituting Indebtedness and which is incurred in the
ordinary course of business such as trade credit and obligations under real
estate leases (it being understood that any such Guaranty by a Loan Party of
obligations of a non-Loan Party shall not be subject to the limitations in Section 7.2.4
unless and until payments are made under any such Guaranty); and


 


(v)           any Guaranty pursuant to the
Guarantee and Collateral Agreement executed in connection herewith and the
guarantee and collateral agreement executed with respect to the Vought Term
Loan Obligations, to the extent such Vought Term Loan Obligations are permitted
hereby; and


 


(vi)          the Receivables Performance Guaranty
and other Standard Securitization Undertakings in connection with the
Receivables Facility; and


 


(vii)         Guaranties permitted under Section 7.2.4
(other than Section 7.2.4(xi));


 


provided, with respect to
each of clauses (i) through (vii) above, no Guaranties will be made
for the benefit of any Loan Party or Subsidiary thereof which is intended to be
dissolved, liquidated or wound up.


 


102

















 


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 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)            (a) trade credit extended on
usual and customary terms in the ordinary course of business and (b) extensions
of credit extended beyond usual and customary terms and investments received in
satisfaction or partial satisfaction of accounts receivable owing by
financially troubled account debtors to the extent reasonably necessary in
order to prevent or limit a loss; provided that the aggregate amount thereof
outstanding under this clause (b) at any time does not exceed $10,000,000;


 


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


 


(iii)          Permitted Investments;


 


(iv)          subject to Section 7.2.1, loans,
advances, investments and capital contributions in and to other Loan Parties
(except for Loan Parties that are intended to be dissolved, liquidated or wound
up);


 


(v)           Investments in (a) the SP Sub,
and (b) Joint Ventures and Subsidiaries which are not Loan Parties, (other
than SP Sub), provided  that the aggregate amount of
Investments in Joint Ventures and Subsidiaries that are not Loan Parties made
after the date hereof pursuant to this clause (b) shall not exceed
$50,000,000.00; except additional Investments that would make the aggregate
amount of all such Investments exceed $50,000,000 may be made if the Borrowers
demonstrate that after giving effect to such Investments, the Senior Secured
First Lien Leverage Ratio would not exceed 1.50 to 1.0, 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);


 


(vii)         investments existing on the date hereof
and set forth on Schedule 7.2.4;


 


(viii)        other investments not identified above
so long as the aggregate amount of such investments made after the date hereof
shall not at any time exceed $15,000,000.


 


(ix)           investments in Triumph Group
Charitable Foundation not to exceed $5,000,000;


 


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(x)            any other investment to the extent
that the aggregate amount of such investment would not exceed the then
available Cumulative Credit at the time such investment is made; and


 


(xi)           investments constituting Guaranties
permitted under Section 7.2.3 (other than Section 7.2.3(vii)); and


 


(xii)          investments of non-Loan Party
Subsidiaries in other non-Loan Party Subsidiaries.


 


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 or 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 TGI to the holders of its common stock, provided that
the amount of any such repurchase made or dividends paid does not exceed the
then available Cumulative Credit 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.


 


(iii)          regularly scheduled quarterly
dividends on the common stock of TGI, consistent with past practice, not to
exceed $0.04 per share per quarter, subject to adjustments for stock splits,
reverse stock splits, stock dividends and similar transactions;


 


(iv)          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;


 


(v)           repurchases or redemptions of Capital
Stock deemed to occur upon the cashless exercise of stock options or warrants
or upon the vesting of restricted stock units if such Capital Stock represents
the exercise price of such options or warrants or represents withholding taxes
due upon such exercise or vesting; and


 


(vi)          dividends or other distributions
payable in stock, including stock splits; and


 


(vii)         distributions from, or payments by, a
Subsidiary to the extent necessary to pay any liability for taxes imposed on
any shareholder or equity holder of such Subsidiary or any


 


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consolidated, combined,
or similar group of which such Subsidiary is a member as a result of income
earned by such Subsidiary being taxable to such shareholder or equity holder or
such group notwithstanding the absence of any distribution or payment by the
Subsidiary.


 


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 other than the Acquisition occurring on
the Closing Date in accordance with the terms of Section 6.1.14 [Vought
Acquisition], except that


 


(i)            any Subsidiary may consolidate or
merge or liquidate into TGI or another Subsidiary, provided  that no
Domestic Subsidiary shall merge, consolidate or liquidate into a Foreign
Subsidiary and no Subsidiary that is a Loan Party shall merge, consolidate or
liquidate into any Subsidiary that is not a Loan Party;


 


(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 or may merge with or into any such Person
in connection with an acquisition thereof (each such transaction, 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
clauses (c) and (d) 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


 


105

















 


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


 


(d)           on a pro forma basis after giving
effect to such acquisition, the Loan Parties shall be in compliance with the
Total Leverage Ratio and the Senior Leverage Ratio assuming that the maximum
permitted ratios in each case shall be 0.25 to 1.00 below the otherwise
applicable ratio under Sections 7.2.16 and 7.2.17, respectively, and


 


(e)           if any merger is effected in
connection with any such acquisition and any Loan Party is a party to such
merger, then the surviving entity of such merger will be a Loan Party, 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) 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; provided such substitute assets are subject to the Banks’
Prior Security Interest to the extent such substitute assets are required to
become Collateral hereunder or under any of the Loan Documents;


 


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(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 Payment Discount Arrangements;


 


(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 pursuant to a
dissolution, liquidation or winding-up permitted by 7.2.6(iii) above.


 


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 with any Affiliate (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 upon
fair and reasonable arm’s-length terms and conditions and is in accordance with
all applicable Law; provided, neither (a) the payment of customary
directors’ fees, nor (b) ordinary course transactions with non-Loan Party
Subsidiaries, including the provision of cash management and other general and
administrative services, shall  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 unless it shall comply with the
requirements of Section 10.20 [Joinder of Guarantors], to the extent
applicable.


 


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), and any business reasonably related, ancillary or
complementary thereto and any reasonable extension thereof.


 


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7.2.11                  Plans and Benefit Arrangements.


 


Except as would not
result in a Material Adverse Change, 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;


 


(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 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 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 Withdrawal Liability or other 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 liability
to the Borrowers or any member of the ERISA Group; or


 


(viii)        fail to give any and all notices and
make all disclosures and governmental filings required under ERISA or the
Internal Revenue Code.


 


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, other than
upon thirty (30) days’ prior written notice to the Administrative Agent and
provided that such new fiscal year shall end on a the last day of a calendar
quarter.


 


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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 (i) any Loan Party or other Subsidiary to a Loan
Party; provided the same is subject to the Administrative Agent’s Prior
Security Interest and the receiving Loan Party takes such actions to perfect
the Administrative Agent’s Lien thereon as is reasonably satisfactory to the
Administrative Agent, all to the extent such Capital Stock is required to be
pledged to the Administrative Agent for the benefit of the Bank under the Loan
Documents, (ii) any non-Loan Party Subsidiary to another non-Loan Party
Subsidiary and (iii) in connection with the formation of Joint Ventures
not otherwise prohibited under this Agreement.


 


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, form of organization, jurisdiction
of organization or name without, in each case, providing at least ten (10) Business
Days’ prior written notice to the Administrative Agent and the Banks, taking
all steps required by the Administrative Agent to continue its Prior Security
Interest in the Collateral and, in the event such change would be adverse to
the Banks as determined by the Administrative Agent in its reasonable
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.


 


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 to secure the
Obligations  and (ii) to limit the ability
of any Borrower’s Subsidiaries to pay dividends or make other distributions to
such Borrower, except any such limitations set forth in (a) in the case of
clause (ii) above, this Agreement, the other Loan Documents and the
documents governing the Vought Financing, the Convertible Notes, the 2009 Notes
or any Permitted Refinancing Debt in


 


109

















 


respect of any of the
foregoing so long as the limitations in such Permitted Refinancing Debt are no
more restrictive than those contained in the applicable Refinanced Debt, (b) in
the case of clause (i) above, agreements relating to secured Indebtedness
permitted by this Agreement if such prohibition or limitation applies only to
the property and assets securing such Indebtedness and such property or assets
do not constitute Collateral, (c) any restrictions with respect to a
Subsidiary imposed pursuant to an agreement that has been entered into in
connection with the disposition of assets of such Subsidiary otherwise
permitted hereby so long as such restrictions apply only to such assets and do
not conflict with any obligation to provide Collateral pursuant to the Loan
Documents, or (d) customary restrictions or conditions on any non-Loan
Party imposed by any agreement or document governing or evidencing indebtedness
of any such non-Loan Party that is otherwise permitted hereunder or (e) customary
anti-assignment provisions with respect to contractual obligations, permits or
licenses.


 


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
Convertible Note 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 Convertible Note 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 Convertible Note Indenture based on a “fundamental change” of
TGI (as such term is defined in the Convertible Note Indenture), without prior
written consent of the Required Banks; provided however, TGI
may, so long as no Event of Default or Potential 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 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 Convertible Note 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 Convertible Note
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
Convertible Note Indenture and additional amounts to the extent TGI is required
to pay such amounts under the Convertible Note 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


 


110

















 


No Loan Party shall or shall
permit any Subsidiary to repay the 2009 Bonds, the 2010 Bonds, the Vought
Bridge Loans (or any Permitted Refinancing Debt with respect to any of the
foregoing) or any 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(ii)(b)), without the written consent of the
Required Banks except, in each case, (w) with Permitted Refinancing Debt
thereof, (x) upon scheduled maturity or as otherwise required by the terms
thereof, (y) any such payment, if after giving pro forma effect to such
payment, the Senior Secured First Lien Leverage Ratio would be no greater than
1.00 to 1.00 or (z) any such payments to the extent that, at the time such
payments are made, such payments would not exceed the then available Cumulative
Credit.


 


7.2.21                  Modification of Other Debt Documents


 


The Borrowers and the
other Loan Parties shall not, without the prior written consent of the Required
Banks, agree to, or make, or permit to be made any amendment, modification, or
supplement to the Convertible Note Indenture or the other Convertible Debt
Documents, the 2009 Bonds, the 2010 Bonds or the Vought Bridge Loans, as the
case may be, each 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 or
2009 Bonds, as applicable, (ii) require any principal payments of the
Convertible Notes or the 2009 Bonds prior to the dates of required principal payments
under the Convertible Note Indenture or 2009 Bonds, as applicable or change the
definition of “fundamental change” under the Convertible Note Indenture, (iii) shorten
the final maturity date of the Convertible Notes, the 2009 Bonds or the
documents evidencing the Vought Acquisition Debt or permit the holders of the
Convertible Notes, the 2009 Bonds to put such Convertible Notes or 2009 Bonds
to any Borrower prior to the times provided therefore under the Convertible
Note Indenture or the 2009 Bonds, as applicable, (iv) secure or obtain any
agreement to secure the Convertible Notes or the 2009 Bonds 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 Convertible Note Indenture or the 2009 Bonds or, if
applicable, the documents evidencing the Vought Acquisition Debt, (vi) make
the covenants and events of default contained in the Convertible Note
Indenture, the 2009 Bonds or the Documents evidencing the Vought Acquisition
Debt 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) with
respect to the Convertible Debt Documents, the 2009 Bonds, the 2010 Bonds or
the Vought Bridge Loans, materially adversely affect any Borrower’s or the
Banks’ rights and interests.


 


The Borrowers and the
other Loan Parties shall not agree to, or make, or permit to be made any
amendment, modification, or supplement to any such documents evidencing the
Vought Financing, the effect of which results in the Vought Financing not being
in compliance with the Vought Financing Parameters or the Incremental Term
Loans not being in compliance with the Incremental Term Loan Parameters,
including without limitation in each case, such


 


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documents shall not be
guaranteed by or be in favor a borrower or other obligor thereunder unless such
Person is also a Borrower or a Guarantor of the Obligations.


 


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 files with the Securities and Exchange Commission a copy of its Form 10-Q
as filed with the Securities and Exchange Commission (together with a notice
stating that such document is being delivered pursuant to this Section 7.3.1)
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
reasonably 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 (to the extent allowable under the
policies of such accountants) substantially to the effect that, based upon
their


 


112

















 


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
files with the Securities and Exchange Commission a copy of TGI’s annual report
and Form 10-K as filed with the Securities and Exchange Commission
(together with a notice stating that such document is being delivered pursuant
to this Section 7.3.2) 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 (a) the Subsidiaries of TGI then comprising
the Loan Parties and being fully liable for the Obligations hereunder, directly
contributed in the aggregate not less than eighty (80%) of the Consolidated
EBITDA of TGI and its Subsidiaries and (b) the Domestic Subsidiaries then
comprising the Loan Parties directly contributed in the aggregate not less than
ninety five (95%) of the Consolidated EBITDA of TGI and its Domestic
Subsidiaries, in each case, for the last four consecutive fiscal quarters then
ended.  If
an acquisition permitted under Section 7.2.6(ii) occurred during the
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.


 


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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 Collateral or in the
good faith estimation of counsel for the Borrowers could reasonably be expected
to constitute a Material Adverse Change.


 


7.3.6                        Certain Events; Events Under the Convertible Notes or
Vought Financing.


 


Written notice together
with a detailed description to the Administrative Agent of any of the following
events:


 


(i)            Transfer of Assets.  At least ten (10) Business Days prior
thereto, with respect to any proposed sale or transfer of assets pursuant to Section 7.2.7(v);
provided that such notice shall be provided at least fifteen (15) Business Days
prior to any individual sale or transfer of assets pursuant to such provision
the after-tax proceeds of which exceed 2% of TGI’s consolidated total assets at
the start of the fiscal year in which such sale or transfer occurs.


 


(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)          Event of Default; Waiver or
Amendment.  And to each of the Banks (A) promptly
after any officer of any Borrower has learned of the occurrence of (i) an
event of default under or (B) at least ten (10) Business Days prior
to a waiver, amendment or consent under, in each case of clause (A) and
(B), the Convertible Debt Documents, the 2009 Bonds, the Vought Term Loans or
the 2010 Bonds, or the Acquisition Agreement; together with a copy of such
proposed waiver, amendment or consent and a description of such event of
default, as the case may be.


 


(iv)          Schedules.  Notice of and a detailed
description, promptly after any change or addition to the information contained
or required to be contained on Schedules: 1.1(M) [Real Property
Collateral], 5.1.2 [Capitalization], 5.1.3 [Subsidiaries], assuming in each
case that each such Schedule is being delivered as of the date of notice of
such change or addition thereto (rather than as of the Closing Date or prior
thereto).


 


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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 of TGI and its
Subsidiaries, to be certified by a responsible officer of such Borrower and
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 within 5 days after such filing,


 


(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 or where
injunctive or similar relief is sought,


 


(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 Borrower or any member of any of its ERISA Group for which reporting to the
PBGC has not been waived involving an event which could subject any Borrower or
any member of its ERISA Group to any material liability,


 


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(ii)           any Prohibited Transaction which
could subject any Borrower or any member of any of its ERISA Group to any
material tax or liability in connection with any Plan, Benefit Arrangement or
any trust created thereunder,


 


(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 its ERISA
Group, where such withdrawal is likely to result in material Withdrawal Liability,


 


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


 


(vi)          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 or ERISA or
the Code), where the effect of such change is to materially increase or
materially reduce the unfunded benefit liability or obligation to make periodic
contributions to such Plan.


 


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 its ERISA Group of the PBGC’s intent to terminate any Plan administered
or maintained by such Borrower or member of its ERISA Group, 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 SB (Actuarial Information) to the annual report filed by any
Borrower or any member of any of its ERISA Group 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 which causes any Borrower or any
member of its ERISA Group to have a material liability.


 


7.3.8.4     Notice of Change in
Debt Rating.


 


Within three (3) Business
Days after Standard & Poor’s or Moody’s announces a change in TGI’s
Debt Rating or Long Term Issuer Credit Rating, notice of such change.  TGI, on 


 


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behalf of the Loan
Parties, will deliver, together with such notice, a copy of any written
notification which TGI received from the applicable rating agency regarding
such change of Debt Rating or Long Term Issuer Credit Rating, as the case may
be.


 


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 thereof, any interest on any
Loan or any fees or 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 or any other Loan Party 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 7.1.1
(with respect to any Borrower), Section 7.1.6, Section 7.1.15, Section 7.2
hereof or Sections 5.5 or 5.7(b) of the Guarantee and Collateral
Agreement;


 


8.1.4                        Breach of Other Covenants.


 


Any Borrower or any other
Loan Party 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 $25,000,000.00 in the aggregate, and such
breach, default or event of 


 


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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 thereunder, or (b) without
limiting the foregoing, there occurs and is continuing any event of default
giving rise to a right of acceleration or termination under (i) the
Convertible Debt Documents (ii) the Vought Term Loans, (iii) the 2009
Bonds, (iv) the Vought Bridge Loans or the (v) the 2010 Bonds, or (c) without
limiting the foregoing, the Receivables Facility is terminated prior to
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 $25,000,000.00 (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 by a Loan Party or cease to give or provide the respective Liens,
security interests, rights, titles, interests, remedies, powers or privileges
intended to be created thereby with the priority purported to be created
thereby.  In addition to and without
limiting the generality of the foregoing, (i) any Collateral Document
ceases to be valid or effective, other than in accordance with the terms hereof
or of such Collateral Document, (ii) any Loan Party asserts that any
Collateral Document is not a legal, valid and binding obligation of such Person
enforceable in accordance with its terms, (iii) the security interest or
Lien purporting to be created by any of the Collateral Documents ceases to be
or is asserted by any Loan Party not to be a valid, perfected Lien subject to
no Liens (other than Permitted Liens), other than in accordance with the terms
hereof or of such Collateral Document, or is declared by a court or other Official
Body of competent jurisdiction to be void, voidable or unenforceable against
such Person; or (iv) any Collateral Document is amended, subordinated,
terminated or discharged, or any Person is released from any of its covenants
or obligations except to the extent expressly provided herein or therein;


 


8.1.8                        Uninsured Losses; Proceedings Against Assets.


 


(i) There shall
occur any material uninsured damage to or loss, theft or destruction of the
assets of any Loan Party in excess of $50,000,000.00 in fair market value, and
the same is reasonably expected to result in a Material Adverse Change, or (ii) the
assets of any Loan Party 


 


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are attached, seized,
levied upon or subjected to a writ or distress warrant and the fair market
value of such assets exceeds $50,000,000.00 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 $25,000,000.00 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;


 


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 formal 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; (v) any
Borrower or any member of the ERISA Group shall withdraw completely or
partially from a Multiemployer Plan; (vi) any Borrower or any member of
its ERISA Group shall withdraw (or shall be deemed under Section 4062(e) of
ERISA to withdraw) from a Multiple Employer Plan; and, with respect to any of
the events specified in (i) through (vi) above,  such occurrence is reasonably likely to
result in a Material Adverse Change;


 


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, except as
contemplated by the Acquisition Agreement prior to the consummation of the
Acquisition;


 


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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 35% 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;


 


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 Loan Party or any Material Subsidiary of
any Loan Party 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.


 


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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 Issuing Bank 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


 


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
Issuing Bank shall be under no obligation to issue Letters of Credit 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 or Issuing 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 4.2
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, Issuing Bank or participant or by such branch,
Subsidiary or 


 


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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, Issuing Bank or participant or
such branch, Subsidiary or Affiliate. 
Such right shall exist whether or not any Bank, Issuing 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, Issuing 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 and all
proceeds received by the Administrative Agent from any sale or other
disposition of the Collateral, or any part thereof, or on account of the
exercise of other remedies by the Administrative Agent, shall, subject to the
Intercreditor Agreement, 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 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 Collateral, including reasonable expenses incurred to sell or otherwise
realize on, or prepare for sale or other realization on, any of the 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 Hedge or an Other Bank Provided Financial Service 


 


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Product, 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 Collateral Documents and any other Loan Document 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 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 Document 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
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 Loan Parties.


 


9.             THE AGENT


 


9.1                                 Appointment.


 


Each Bank and Issuing
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 and each Bank
hereby agrees to be bound by the terms thereof. 
Each Bank and Issuing 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, Sovereign Bank shall be named Documentation Agent, Citizens
Bank of Pennsylvania and U.S. Bank National 


 


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Association shall be
named Syndication Agents and JPMorgan Chase Bank, N.A., Royal Bank of Canada,
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 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 (other than the Administrative
Agent’s right to approve an extension of the Expiration Date under Section 10.1.1),
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 


 


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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
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.


 


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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 or Issuing 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 or Issuing 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 or Issuing
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 Issuing 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.


 


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 


 


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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,
acting for this purpose as an agent of the Borrowers, shall maintain at one of
its offices a register for the recordation of the names and addresses of the
Banks, and Commitment of, and principal amount of the Loans and Letters of
Credit Outstanding owing to, each Bank pursuant to the terms hereof from time
to time (the “Register”).  The entries in
the Register shall be conclusive, and the Borrowers, the Administrative Agent,
the Issuing Bank and the Banks may treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Bank hereunder for all purposes
of this Agreement, notwithstanding notice 


 


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to the contrary.  The Register shall be available for
inspection by the Borrowers, any Issuing Bank and any Bank at any reasonable
time from time to time upon reasonable prior notice.


 


9.13                           Equalization of Banks.


 


The Banks that lend to a
Domestic Borrower and the holders of any participations in any Notes issued by
a Domestic Borrower agree among themselves on one hand,  and
the Banks that lend to a Foreign Borrower and the holders of any participations
in any Notes issued by a Foreign Borrower agree among themselves, on the other
hand, 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. 
For the avoidance of doubt, no Bank that lends to a Foreign Borrower or
any holder of Notes issued by a Foreign Borrower shall in its capacity as such
make payments to a Bank that lends to a Domestic Borrower or that holds Notes
issued by a Domestic Borrower.


 


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 


 


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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.


 


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 or Issuing Bank
whether in respect of the Loans, fees or any other amounts due to the Banks or
Issuing 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 and Issuing
Bank acknowledges and agrees that neither such Bank, Issuing Bank, nor any of
its Affiliates, participants or assignees, may rely on the Agent to carry out
such Bank’s, Issuing 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 


 


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


 


9.20                           Authorization to Release Collateral and
Guarantors.


 


In
the event that any Loan Party conveys, sells, leases, assigns, transfers or
otherwise disposes of all or any portion of any of the Capital Stock or assets
of any Subsidiary Loan Party to a person that is not (and is not required to
become) a Loan Party in a transaction permitted under Section 7.2.7
[Disposition of Assets] or 7.2.6 [Liquidations, Mergers, Consolidations,
Acquisitions], any Liens created by any Loan Document on such Capital Stock or
assets so disposed of shall be automatically released and the Administrative
Agent shall promptly (and the Banks hereby authorize the Administrative Agent
to) take such action and execute any such documents as may be reasonably
requested by TGI (and at TGI’s expense) to release any Liens created by any
Loan Document on such Capital Stock or assets so disposed of, and, in the case
of a disposition of the Capital Stock of any Subsidiary Loan Party in a transaction
permitted by Sections
7.2.7 [Disposition of Assets or Subsidiaries] and 7.2.6 [Liquidations, Mergers,
Consolidations, Acquisitions] and as a
result of which such Subsidiary Loan Party would cease to be a Subsidiary, such
Subsidiary Loan Party’s obligations under the Loan Documents shall be
automatically terminated and the Administrative Agent shall promptly (and each
Lender hereby authorizes the Administrative Agent to) take such action and
execute such documents as may be reasonably requested by TGI (at TGI’s expense)
to terminate such Subsidiary Loan Party’s obligations under the Loan
Documents.  In addition, the
Administrative Agent agrees to take such actions as are reasonably requested by
TGI and at TGI’s expense to terminate the Liens and security interests created
by the Loan Documents when all the Obligations (other than contingent
indemnification Obligations and Obligations under Hedge Liabilities and Other
bank Provided Financial Service Products) are paid in full and all Letters of
Credit and Commitments are terminated.


 


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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, no agreement, waiver or consent may be
made which will:


 


10.1.1                  Increase of Commitment; Extension of Expiration Date.


 


Increase the aggregate
amount of Revolving Credit Commitments of the Banks (except pursuant to Section 2.1.2
[Right to Increase Commitments]) without the consent of all Banks; increase the
amount of the Revolving Credit Commitment of any Bank (including pursuant to Section 2.1.2
[Right to Increase Commitments]) without the consent of such Bank; or extend
the Expiration Date without the consent of the Administrative Agent and each
Bank directly affected thereby;


 


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 without the consent of each Bank
directly affected thereby;


 


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 without the consent of all of the Banks; and


 


10.1.4                  Release of Guarantor or Collateral.


 


Release all or
substantially all of the Collateral (other than as provided herein or as
appropriate in connection with one or more transactions permitted hereunder) or
release all or substantially all of the value of the guarantees provided by the
Guarantors (other than as provided 


 


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herein or as appropriate
with transactions permitted hereunder) without the consent of all the
Banks.  Notwithstanding the foregoing,
the Banks hereby authorize the Administrative Agent to release its Liens on any
Collateral sold pursuant to a sale or other disposition that is permitted by Section 7.2.7
[Dispositions of Assets or Subsidiaries] and to the extent such sale include
all of the stock of a Guarantor, the Administrative Agent is authorized to
release the Guarantor from its Guarantee and Collateral Agreement and other
applicable Loan Documents.


 


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


 


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 any amendments, waivers or consents which require the approval of all of the
Banks pursuant 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 


 


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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, 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.  To the fullest extent
permitted by applicable law, no Loan party shall assert, and each Loan party
hereby waives, any claim against any Bank, on the theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Documents or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or the use of
the proceeds thereof.  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 


 


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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, 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 


 


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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 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 


 


135

















 


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.


 


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 


 


136

















 


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 (TGI’s consent not being
required if an Event of Default has occurred and is continuing), 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 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 10.17.1[Tax
Withholding] 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.


 


137






 










 


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,
the Issuing Banks 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, the Issuing Banks
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 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, Issuing Bank 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.


 


138

















 


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 AGREEMENT, THE 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.


 


Any Bank that is entitled
to an exemption from or reduction of withholding tax under the law of the
jurisdiction in which any Borrower is located, or under any treaty to which
such jurisdiction is a party, with respect to payments under this Agreement
shall deliver to the Borrower (with a copy to the Administrative Agent), at the
time or times prescribed by applicable law, such properly completed and
executed documentation prescribed by applicable law or reasonably requested by
TGI as will permit such payments to be made without withholding or at


 


139

















 


a reduced rate.  Without limiting the generality of the
foregoing, 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.  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.  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 foregoing, in the event that, due to a change in the
law, procedures or documentation requirements of the jurisdiction in which such
Borrower is located or due to a change in the jurisdiction in which such
Borrower is located or deemed to be located, the rules or procedures
governing the documentation necessary to permit any Borrower to make a payment
under this Agreement without withholding or at a reduced withholding tax rate
change, no Bank, assignee or participant any payment to which would be affected
by such change shall be obligated to provide such documentation unless and
until such Borrower, assignee or participant is notified by the Borrower or the
Administrative Agent of the change and of the steps necessary to satisfy the
changed documentation requirements. 
Provided that the relevant Bank, participant or assignee, as the case
may be, has received any notification required to be given pursuant to the
preceding sentence within a reasonable time before any such payment is made, no
Borrower shall be required to pay any additional amount to any Bank under Section 4.8
hereof if, prior to such payment such Bank shall have failed (1) to deliver
the documentation required by this Section 10.17 or (2) to notify the
Administrative Agent and the Borrower of its inability to deliver any such
forms, certificates or other evidence, as the case may be.  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


 


140

















 


regulations under § 1441
of the Internal Revenue Code; provided, that if such Bank shall have satisfied
the requirements to deliver forms, certificates or other evidence under this Section 10.17
on the Closing Date, nothing in this sentence shall relieve any Loan Party of
its obligation to pay any additional amounts pursuant to Section 4.8 in
the event that, as a result of any change in any applicable law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof that becomes effective after such date,
such Bank is no longer properly entitled to deliver forms, certificates or
other evidence at a subsequent date establishing the fact that such Bank is not
subject to withholding as described herein.


 


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
Agents” 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 Guarantee and Collateral 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
on and after the Closing Date (a) the Borrowers and the Guarantors fully
liable for the Obligations hereunder shall have directly


 


141

















 


accounted for not less
than 80% of Consolidated EBITDA of TGI and its Subsidiaries and (b) the
Domestic Loan Parties shall have directly accounted for not less than 95% of
Consolidated EBITDA of TGI and its Domestic 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 directly 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 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, except that
no Foreign Guarantor shall have any liability with respect to any Obligation of
a Domestic Loan Party.


 


142

















 


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                     Intercreditor Agreement.


 


The Administrative Agent
is authorized and directed to enter into the Intercreditor Agreement on behalf
of the Banks and each of the Banks hereby approves and agrees to be bound by
the terms of the Intercreditor Agreement.


 


143

















 


[SIGNATURE PAGE TO 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

  



 


144

















 


[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  individually and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian T. Vesey

  
	
   

  	
  Name:  Brian T. Vesey

  
	
   

  	
  Title:  Vice President

  



 


145

















 


[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


 


	
   

  	
  CITIZENS BANK OF PENNSYLVANIA,

  individually and as
  Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carol Castle

  
	
   

  	
  Name:  Carol Castle

  
	
   

  	
  Title:  Senior Vice President

  



 


146

















 


[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	
   

  	
  MANUFACTURERS AND
  TRADERS TRUST

  COMPANY, individually and as
  Managing

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul R. Delmonte

  
	
   

  	
  Name: Paul R. Delmonte

  
	
   

  	
  Title: Assistant Vice
  President

  



 


147














 


[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  individually and as
  Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Devin T. Roccisano

  
	
   

  	
  Name: Devin T.
  Roccisano

  
	
   

  	
  Title: Associate

  



 


148

















 


[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	
   

  	
  SOVEREIGN BANK, individually
  and as

  Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francis D. Phillips

  
	
   

  	
  Name: Francis D.
  Phillips

  
	
   

  	
  Title: Senior Vice
  President

  



 


149

















 


[SIGNATURE PAGE TO
CREDIT AGREEMENT]


 


	
   

  	
  BRANCH BANKING AND TRUST

  COMPANY, individually
  and as Managing

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roberts A. Bass

  
	
   

  	
  Name: Roberts A. Bass

  
	
   

  	
  Title: Senior Vice
  President

  



 


150

















 


[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis D. Serio

  
	
   

  	
  Name: Louis D. Serio

  
	
   

  	
  Title: Vice President

  



 


151

















 


[SIGNATURE PAGE TO
CREDIT AGREEMENT]


 


	
   

  	
  TRISTATE CAPITAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy A. Merriman

  
	
   

  	
  Name: Timothy A.
  Merriman

  
	
   

  	
  Title: Senior Vice
  President

  



 


152

















 


[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	
   

  	
  TORONTO DOMINION (NEW YORK) LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Debbi L. Brito

  
	
   

  	
  Name: Debbi L. Brito

  
	
   

  	
  Title: Authorized
  Signatory

  



 


153

















 


[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	
   

  	
  FIRST COMMONWEALTH BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence C. Deihle

  
	
   

  	
  Name: Lawrence C.
  Deihle

  
	
   

  	
  Title: Senior Vice
  President

  



 


154

















 


[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	
   

  	
  ROYAL BANK OF CANADA, individually and

  as Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Umbs

  
	
   

  	
  Name: Scott Umbs

  
	
   

  	
  Title: Authorized
  Signatory

  



 


155

















 


[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	
   

  	
  UBS LOAN FINANCE LLC

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Irja R. Otsa

  
	
   

  	
  Name: Irja R. Otsa

  
	
   

  	
  Title: Associate
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary E. Evans

  
	
   

  	
  Name: Mary E. Evans

  
	
   

  	
  Title: Associate
  Director

  



 


156

















 


[SIGNATURE PAGE TO CREDIT AGREEMENT]


 


	
   

  	
  FIRST NIAGARA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tara Handforth

  
	
   

  	
  Name: Tara Handforth

  
	
   

  	
  Title: Vice President

  



 


157