of Banks by the Borrowers; Taxes
98
10.4
Holidays
99
10.5
Funding by Branch, Subsidiary or Affiliate
99
10.6
Notices
100
10.7
Severability
101
10.8
Governing Law
101
10.9
Prior Understanding
101
10.10
Duration; Survival
102
10.11
Successors and Assigns
102
10.12
Confidentiality
103
10.13
Counterparts
104
10.14
Administrative Agent's or Bank's Consent
104
10.15
Exceptions
104
10.16
Consent to Forum; Waiver of Jury Trial
104
10.17
Certifications From Banks and Participants
105
10.18
Public Filings
106
10.19
Agent Titles
106
10.20
Joinder of Borrowers and Guarantors
106
10.21
USA Patriot Act
107
iii
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(B)
-
COMMITMENTS OF BANKS
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 2.13.1
-
NON-FRONTING BANKS AS OF CLOSING DATE
SCHEDULE 5.1.1
-
QUALIFICATIONS TO DO BUSINESS
SCHEDULE 5.1.2
-
CAPITALIZATION
SCHEDULE 5.1.3
-
SUBSIDIARIES
SCHEDULE 5.1.7
-
LITIGATION
SCHEDULE 5.1.8
-
TITLE TO PROPERTY
SCHEDULE 5.1.13
-
CONSENTS AND APPROVALS
SCHEDULE 5.1.20
-
EMPLOYEE BENEFIT PLAN DISCLOSURES
SCHEDULE 5.1.21
-
EMPLOYMENT MATTERS
SCHEDULE 5.1.25
-
PERFECTION ACTIONS
SCHEDULE 5.1.26
-
PARTNERSHIP AGREEMENTS AND LIMITED LIABILITY COMPANY AGREEMENTS
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)
-
GUARANTY AND SURETYSHIP AGREEMENT
EXHIBIT 1.1(I)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(P)(1)
-
PRICING GRID
EXHIBIT 1.1(P)(2)
-
PLEDGE AGREEMENT
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
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 14, 2009, 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"), BANK
OF AMERICA, N.A., in its capacity as syndication agent for the Banks under this
Agreement (hereinafter referred to in such capacity as the "Syndication Agent"),
CITIZENS BANK OF PENNSYLVANIA, 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., SOVEREIGN BANK, BRANCH
BANKING & TRUST COMPANY AND MANUFACTURERS AND TRADERS TRUST COMPANY, 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, certain of the Banks currently provide a revolving credit facility for
TGI pursuant to an Amended and Restated Credit Agreement dated as of July 27,
2005, as amended (the "2005 Credit Agreement"); and
WHEREAS, the parties hereto are amending and restating the 2005 Credit Agreement
on the terms and conditions set forth below;
NOW, THEREFORE, the