The sum of the outstanding principal amount of (A) all Indebtedness of
Subsidiaries, including Guaranties (other than the Guaranty and Suretyship
Agreement executed in connection herewith), plus (B) secured Indebtedness of the
Borrower shall not at any time exceed 20% of Consolidated Net Worth as of each
quarter end, and with respect to any determinations of this covenant within a
fiscal quarter as of the end of the immediately preceding fiscal quarter."
(C)
AMENDMENT TO SECTION 7.2.19 (CAPITAL EXPENDITURES).
Section 7.2.19 (Capital Expenditures) of the Credit Agreement is hereby amended
and restated to read as follows:
"7.2.19
Intentionally Omitted."
2.
TEMPORARY WAIVER UNDER THE LOAN DOCUMENTS.
BORROWER REPRESENTS
AND WARRANTS THAT (I) EACH OF TRIUMPH ALLIED AEROSPACE SYSTEMS, INC. ("ALLIED"),
TRIUMPH AEROSPACE SYSTEMS - NEWPORT NEWS, INC. ("NEWPORT") (COLLECTIVELY THE
"NEW SUBS") IS A RECENTLY ACQUIRED MATERIAL SUBSIDIARY OF THE BORROWER WHICH IS
REQUIRED TO JOIN THE CREDIT AGREEMENT AS A GUARANTOR, (II) NEWPORT OWNS THREE
SUBSIDIARIES WHICH ARE NOT MATERIAL SUBSIDIARIES, (III) ON OR ABOUT DECEMBER 31,
2006, THE BORROWER INTENDS TO REORGANIZE THE CORPORATE STRUCTURE OF THE NEW SUBS
SUCH THAT ALLIED AND EACH OF NEWPORT'S SUBSIDIARIES WILL BE MERGED INTO
NEWPORT.
BORROWER HAS REQUESTED THAT THE LENDERS TEMPORARILY POSTPONE THE
REQUIREMENT THAT EACH OF THE NEW SUBS JOIN AS A GUARANTOR PENDING SUCH
RESTRUCTURING.
THE LENDERS HEREBY POSTPONE FOR THIRTY (30) DAYS FROM THE DATE
HEREOF THE REQUIREMENT THAT EACH OF THE NEW SUBS JOIN AS GUARANTORS AND DELIVER
THE REQUIRED DOCUMENTS UNDER THE ADDITIONAL GUARANTOR JOINDER AND THE CREDIT
AGREEMENT; PROVIDED THAT, WITHIN SUCH THIRTY (30) DAY PERIOD, THE SURVIVING
ENTITIES OF THE RESTRUCTURING JOIN AS GUARANTORS TO THE CREDIT AGREEMENT
PURSUANT TO AN ADDITIONAL GUARANTOR JOINDER AND DELIVER ALL OF THE REQUIRED
DOCUMENTS IN CONNECTION WITH SUCH JOINDER, AND PROVIDED FURTHER, THAT IF THE
AFOREMENTIONED RESTRUCTURING DOES NOT OCCUR PRIOR TO JANUARY 22, 2007, ALL OF
THE NEW SUBS SHALL JOIN AS GUARANTORS AND DELIVER ALL REQUIRED DOCUMENTS PRIOR
TO SUCH DATE.
3.
EFFECTIVENESS OF THIRD AMENDMENT.
THIS THIRD AMENDMENT SHALL BE
EFFECTIVE ON THE DATE UPON WHICH EACH OF THE FOLLOWING CONDITIONS PRECEDENT HAS
BEEN SATISFIED.
(A)
EXECUTION OF THIS THIRD AMENDMENT.
2
THIS THIRD AMENDMENT SHALL HAVE BEEN EXECUTED BY THE BORROWER, EACH OF THE
GUARANTORS AND EACH OF THE BANKS.
(B)
FEES AND EXPENSES.
The Borrower shall have paid to the Agent all fees and expenses due and payable,
including reasonable fees of the Administrative Agent's counsel.
4.
MISCELLANEOUS.
(A)
ALL OF THE TERMS, CONDITIONS, PROVISIONS AND COVENANTS IN THE
NOTES, THE CREDIT AGREEMENT, THE LOAN DOCUMENTS, AND ALL OTHER DOCUMENTS
DELIVERED TO THE BANKS AND THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY OF
THE FOREGOING DOCUMENTS AND OBLIGATIONS SECURED THEREBY SHALL REMAIN UNALTERED
AND IN FULL FORCE AND EFFECT EXCEPT AS MODIFIED BY THIS THIRD AMENDMENT AND ARE
HEREBY RATIFIED AND CONFIRMED.
(B)
THIS THIRD AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
(C)
THE BORROWER SHALL REIMBURSE THE ADMINISTRATIVE AGENT