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