FOR ALL
EXPENSES FOR WHICH THE ADMINISTRATIVE AGENT IS ENTITLED TO BE REIMBURSED,
INCLUDING THE FEES OF COUNSEL FOR THE ADMINISTRATIVE AGENT IN CONNECTION WITH
THIS THIRD AMENDMENT.
(D)
EACH AND EVERY ONE OF THE TERMS AND PROVISIONS OF THIS THIRD
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 THIRD 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 THIRD AMENDMENT 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.
(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 THIRD AMENDMENT AS OF THE THIRD AMENDMENT EFFECTIVE DATE.
(I)
THE LOAN PARTIES HEREBY REPRESENT AND WARRANT TO THE
ADMINISTRATIVE AGENT AND THE BANKS THAT AFTER GIVING EFFECT TO THIS THIRD
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 THIRD AMENDMENT EFFECTIVE DATE WITH THE SAME FORCE AND
3
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 THIRD 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.
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[SIGNATURE PAGE 1 OF 12 TO THE
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Second 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