FOR WHICH THE ADMINISTRATIVE AGENT IS ENTITLED TO BE REIMBURSED,
INCLUDING THE FEES OF COUNSEL FOR THE ADMINISTRATIVE AGENT IN CONNECTION WITH
THIS FIRST AMENDMENT.
(D)
EACH AND EVERY ONE OF THE TERMS AND PROVISIONS OF THIS FIRST
AMENDMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE BORROWER,
THE BANKS AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
(E)
THIS FIRST AMENDMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AS AGAINST ANY PARTY WHOSE
SIGNATURE APPEARS THEREON, AND ALL OF WHICH SHALL CONSTITUTE BUT ONE AND THE
SAME INSTRUMENT.
(F)
THE EXECUTION AND DELIVERY OF THIS WAIVER SHALL NOT BE CONSTRUED
TO ESTABLISH A COURSE OF CONDUCT OR IMPLY THAT ANY OTHER, FUTURE OR FURTHER
WAIVERS, CONSENTS OR FORBEARANCE SHALL BE CONSIDERED, PROVIDED OR AGREED TO.
7
(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 FIRST AMENDMENT ON THE DATE HEREOF.
(I)
THE LOAN PARTIES HEREBY REPRESENT AND WARRANT TO THE AGENT AND
THE BANKS THAT AFTER GIVING EFFECT TO THIS FIRST AMENDMENT, (A) THE
REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES CONTAINED IN THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT ON AND AS OF THE
DATE HEREOF WITH THE SAME FORCE AND EFFECT AS THOUGH MADE BY THE LOAN PARTIES ON
SUCH DATE, EXCEPT TO THE EXTENT THAT ANY SUCH REPRESENTATION OR WARRANTY
EXPRESSLY RELATES SOLELY TO A PREVIOUS DATE, AND (B) THE LOAN PARTIES ARE IN
COMPLIANCE WITH ALL TERMS, CONDITIONS, PROVISIONS, AND COVENANTS CONTAINED IN
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
THIS FIRST 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.
8
IN WITNESS WHEREOF, the parties hereto have caused this First 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 and Secretary
Title: Senior Vice President, Chief Financial
Officer and Treasurer
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PNC BANK, NATIONAL ASSOCIATION,
individually and as Administrative Agent
By:
/s/