Writing Required
121
10.3
Reimbursement and Indemnification of Banks by the Borrowers; Taxes.
121
10.4
Holidays.
122
10.5
Funding by Branch, Subsidiary or Affiliate.
123
10.6
Notices.
123
ii
10.7
Severability.
124
10.8
Governing Law.
124
10.9
Prior Understanding.
125
10.10
Durations; Survival.
125
10.11
Successors and Assigns.
125
10.12
Confidentiality.
130
10.13
Counterparts.
131
10.14
Administrative Agent's or Bank's Consent.
131
10.15
Exceptions.
131
10.16
Consent to Forum; Waiver of Jury Trial.
131
10.17
Intentionally Omitted.
131
10.18
Public Filings.
132
10.19
Agent Titles.
132
10.20
Joinder of Borrowers and Guarantors.
132
10.21
USA Patriot Act.
133
10.22
Collateral Agency Agreements, Etc.
134
10.23
Amended and Restatement, Ratification, No Novation.
134
iii
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(B)
-
COMMITMENTS OF BANKS
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(P)
-
PRICING GRID
EXHIBIT 1.1(R)
-
AMENDED AND RESTATED 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 4.8.6(A)
-
U.S. TAX COMPLIANCE CERTIFICATE (NON-
PARTNERSHIP FOREIGN LENDERS)
EXHIBIT 4.8.6(B)
-
U.S. TAX COMPLIANCE CERTIFICATE (NON-
PARTNERSHIP FOREIGN PARTICIPANTS)
EXHIBIT 4.8.6(C)
-
U.S. TAX COMPLIANCE CERTIFICATE
(PARTNERSHIP FOREIGN PARTICIPANTS)
EXHIBIT 4.8.6(D)
-
U.S. TAX COMPLIANCE CERTIFICATE (PARTNERSHIP
FOREIGN LENDERS)
EXHIBIT 7.3.3
-
COMPLIANCE CERTIFICATE
EXHIBIT 10.20(A)
-
FORM OF BORROWER JOINDER
EXHIBIT 10.20(B)
-
FORM OF GUARANTOR JOINDER
iv
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of May 23, 2012,
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), and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as Administrative Agent for the Banks under this
Agreement (hereinafter referred to in such capacity together with its successors
and assigns, as the "Administrative Agent").
WITNESSETH:
WHEREAS, certain of the Banks currently provide a revolving credit facility for
TGI pursuant to the Original Credit Agreement (as hereinafter defined);
WHEREAS, the parties hereto are amending and restating the Original Credit
Agreement on the terms and conditions set forth below; and
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth and intending to be legally bound hereby,
covenant and agree that the Original Credit Agreement is amended and restated in
its entirety as follows:
1.
CERTAIN DEFINITIONS
1.1
Certain Definitions.
In addition to words and