PENNSYLVANIA.
(C)
THE BORROWER SHALL REIMBURSE THE ADMINISTRATIVE AGENT FOR ALL
EXPENSES FOR WHICH THE ADMINISTRATIVE AGENT IS ENTITLED TO BE REIMBURSED,
INCLUDING THE FEES OF COUNSEL FOR THE ADMINISTRATIVE AGENT IN CONNECTION WITH
THIS SECOND AMENDMENT.
(D)
EACH AND EVERY ONE OF THE TERMS AND PROVISIONS OF THIS SECOND
AMENDMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE BORROWER,
THE BANKS AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
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(E)
THIS SECOND AMENDMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AS AGAINST ANY PARTY WHOSE
SIGNATURE APPEARS THEREON, AND ALL OF WHICH SHALL CONSTITUTE BUT ONE AND THE
SAME INSTRUMENT.
(F)
THE EXECUTION AND DELIVERY OF THIS SECOND AMENDMENT SHALL NOT BE
CONSTRUED TO ESTABLISH A COURSE OF CONDUCT OR IMPLY THAT ANY OTHER, FUTURE OR
FURTHER WAIVERS, CONSENTS OR FORBEARANCE SHALL BE CONSIDERED, PROVIDED OR AGREED
TO.
(G)
THE BORROWER REPRESENTS AND WARRANTS THAT THERE EXISTS NO EVENT OF
DEFAULT OR POTENTIAL DEFAULT.
(H)
THE BORROWER REPRESENTS AND WARRANTS THAT ALL OF THE PERSONS
REQUIRED TO BE "GUARANTORS" ARE IN FACT GUARANTORS, HAVE BECOME A PARTY TO THE
GUARANTY AND SURETYSHIP AGREEMENT BY EXECUTING AND DELIVERING TO THE
ADMINISTRATIVE AGENT ON BEHALF OF THE BANKS THE GUARANTOR JOINDER, AND HAVE
EXECUTED THIS SECOND AMENDMENT AS OF THE SECOND AMENDMENT EFFECTIVE DATE.
(I)
THE LOAN PARTIES HEREBY REPRESENT AND WARRANT TO THE
ADMINISTRATIVE AGENT AND THE BANKS THAT AFTER GIVING EFFECT TO THIS SECOND
AMENDMENT, (A) THE REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES CONTAINED
IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT ON AND
AS OF THE SECOND AMENDMENT EFFECTIVE DATE WITH THE SAME FORCE AND EFFECT AS
THOUGH MADE BY THE LOAN PARTIES ON SUCH DATE, EXCEPT TO THE EXTENT THAT ANY SUCH
REPRESENTATION OR WARRANTY EXPRESSLY RELATES SOLELY TO A PREVIOUS DATE, AND (B)
THE LOAN PARTIES ARE IN COMPLIANCE WITH ALL TERMS, CONDITIONS, PROVISIONS, AND
COVENANTS CONTAINED IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
THIS
SECOND AMENDMENT HAS BEEN DULY EXECUTED BY AN AUTHORIZED OFFICER OF EACH LOAN
PARTY.
THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AMENDMENT HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION, REQUIRE NO GOVERNMENTAL
APPROVAL, AND WILL NEITHER CONTRAVENE, CONFLICT WITH, NOR RESULT IN THE BREACH
OF ANY LAW, CHARTER, ARTICLES, OR CERTIFICATE OF INCORPORATION OR ORGANIZATION,
BYLAWS, OPERATING AGREEMENT OR OTHER AGREEMENT GOVERNING OR BINDING UPON ANY OF
THE LOAN PARTIES OR ANY OF THEIR PROPERTY.
EACH LOAN PARTY IS IN GOOD STANDING
IN ITS JURISDICTION OF ORGANIZATION.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
ATTEST:
TRIUMPH GROUP, INC.
By:
/s/ John B. Wright, II
By:
/s/ John R. Bartholdson
(SEAL)
Name:
John B. Wright, II
Name: John R. Bartholdson
Title:
Vice President, General Counsel and
Secretary
Title: