Borrowers; Taxes
115
10.4
Holidays
116
10.5
Funding by Branch, Subsidiary or Affiliate
117
10.6
Notices
117
10.7
Severability
118
10.8
Governing Law
118
10.9
Prior Understanding
119
10.10
Duration; Survival
119
10.11
Successors and Assigns
119
10.12
Confidentiality
121
10.13
Counterparts
121
10.14
Administrative Agent's or Bank's Consent
121
10.15
Exceptions
121
10.16
Consent to Forum; Waiver of Jury Trial
122
10.17
Certifications From Banks and Participants
122
10.18
Public Filings
124
10.19
Agent Titles
124
10.20
Joinder of Borrowers and Guarantors
124
10.21
USA Patriot Act
125
10.22
Collateral Agency Agreements, Etc.
126
10.23
Amendment and Restatement, No Novation
126
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(M)
-
REAL PROPERTY TO BE MORTGAGED
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 2.8.1
-
EXISTING LETTERS OF CREDIT
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(P)
-
PRICING GRID
EXHIBIT 1.1(R)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)(1)
-
DOLLAR SWING LOAN NOTE
EXHIBIT 1.1(S)(2)
-
OPTIONAL CURRENCY 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
CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of April 5, 2011 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, JPMORGAN CHASE BANK, N.A. and ROYAL BANK OF CANADA, in their
capacity as syndication agents for the Banks under this Agreement (each
hereinafter individually referred to in such capacity as the "Syndication Agent"
and collectively referred to in such capacity as the "Syndication Agents"), U.S.
BANK NATIONAL ASSOCIATION, SOVEREIGN BANK, MANUFACTURERS AND TRADERS TRUST
COMPANY and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in their
capacity as documentation agent for the Banks under this Agreement (each
hereinafter individually referred to in such capacity as the "Documentation
Agent" and collectively referred to in such capacity as the "Documentation
Agents").
WITNESSETH:
WHEREAS, certain of the Banks currently provide a revolving credit facility for
TGI pursuant to the 2010 Credit Agreement (as hereinafter defined);
WHEREAS, the parties hereto are amending and restating the