SECOND AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
Exhibit 4.2
EXECUTION VERSION
[Triumph]
SECOND AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
This SECOND AMENDMENT (this “Amendment”), dated as of December 22, 2023, is among TRIUMPH GROUP, INC., a Delaware corporation, individually (“Triumph”) and as servicer (in such capacity, the “Servicer”), TRIUMPH RECEIVABLES, LLC, a Delaware limited liability company (the “Company”), each of the entities listed on the signature pages hereto as an Originator (each an “Originator”; and collectively, the “Originators”) and each of TRIUMPH THERMAL SYSTEMS—MARYLAND INC., and TRIUMPH COMPOSITE SYSTEMS INC. (each a “Released Originator”; and collectively, the “Released Originators”).
RECITALS
1. The Servicer, Triumph, the Company and the Originators are parties to the Amended and Restated Purchase and Sale Agreement, dated as of September 29, 2020 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”).
2. Concurrently herewith, the Company, the Servicer, PNC Bank, National Association (“PNC”), as a related committed purchaser (in such capacity, a “Purchaser”), as purchaser agent for PNC’s purchaser group, as an LC Participant, as the LC Bank, and as administrator (in such capacity, the “Administrator”), are entering into that certain Fourth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of the date hereof (the “RPA Amendment”).
3. The Servicer, Triumph, the Company, the Released Originators and the Originators desire to amend the Agreement as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. Amendments to the Agreement. The Agreement is hereby amended as follows:
1.1 Schedule I to the Agreement is hereby replaced in its entirety with Schedule I attached hereto.
1.2 Schedule II to the Agreement is hereby replaced in its entirety with Schedule II attached hereto.
1.3 Schedule III to the Agreement is hereby replaced in its entirety with Schedule III attached hereto.
1.4 Schedule IV to the Agreement is hereby replaced in its entirety with Schedule IV attached hereto.
1.5 Schedule VI to the Agreement is hereby replaced in its entirety with Schedule VI attached hereto.
SECTION 2. Release of Released Originators. The parties hereto hereby agree that upon the effectiveness of this Amendment, each Released Originator shall no longer be a party to the Agreement or any other Transaction Document and shall no longer have any obligations or rights thereunder (other than such obligations which by their express terms survive termination of the Agreement or such other Transaction Document).
SECTION 3. Cancellation of Company Note. The Company Note made by the Company to each Released Originator (each, a “Subject Note”; and collectively, the “Subject Notes”) has been pledged in favor of the Administrator pursuant to the Pledge Agreement, dated as of April 11, 2022 (as may have been amended, restated, supplemented or otherwise modified as of the date hereof, the “Pledge Agreement”) and (b) other than pursuant to the Pledge Agreement, each Released Originator represents and warrants to the other parties that it has not sold, pledged, assigned, or otherwise transferred the applicable Subject Note or any interest therein. Each Released Originator acknowledges and agrees that all the Company’s outstanding obligations (including, without limitation, any payment obligations) under the applicable Subject Note have been finally and fully paid and performed and such Subject Note shall have no further force or effect. Upon the Administrator’s return of each Subject Note to the Released Originators (or at its direction), such Subject Note shall be cancelled.
SECTION 4. Delegation and Assumption of Released Originator’s Obligations. Effective immediately prior to the removal of the Released Originators as parties to the Agreement pursuant to Section 2 above, each Released Originator hereby delegates to Triumph, and Triumph hereby assumes, all of each Released Originator’s duties, obligations and liabilities under the Agreement and each of the other Transaction Documents.
SECTION 5. Representations and Warranties. Each of the Originators, the Released Originators, Triumph, the Servicer and the Company hereby represents and warrants to each other, each Purchaser, each LC Participant, each Purchaser Agent, the LC Bank and the Administrator as follows:
(a) Representations and Warranties. The representations and warranties made by it in the Transaction Documents (including the Agreement, as amended hereby) are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).
(b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within its corporate or limited liability company powers, as applicable, and have been duly authorized by all necessary action on its part. This Amendment and the Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with their terms.
(c) No Default. Immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event, Unmatured Termination Event, Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall exist.
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SECTION 6. Conditions to Effectiveness.
This Amendment shall become effective as of the date hereof provided that neither the Purchase and Sale Termination Date nor a Termination Event, Unmatured Termination Event, Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event has occurred and is continuing and subject to the condition precedent that (i) the RPA Amendment shall have become effective and (ii) the Administrator shall have received the following, each duly executed and dated as of the date hereof (or such other date satisfactory to the Administrator), in form and substance satisfactory to the Administrator:
(a) counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the parties hereto;
(b) counterparts of the RPA Amendment (whether by facsimile or otherwise) executed by each of the parties thereto; and
(c) such other documents, instruments, reports and opinions as the Administrator may reasonably request.
SECTION 7. Authorization to File Financing Statement Amendments. Upon the effectiveness of this Amendment, the Released Originators and the Company hereby authorize the Administrator to file (at the expense of the Company) UCC-3 amendments in substantially the forms of Exhibit B hereto, terminating the UCC-1 financing statements identified on Exhibit C hereto.
SECTION 8. Effect of Amendment; Ratification. Except as specifically amended hereby, the Agreement is hereby ratified and confirmed in all respects, and all of its provisions shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “the Purchase and Sale Agreement”, “this Agreement”, “hereof”, “herein”, or words of similar effect, in each case referring to the Agreement, shall be deemed to be references to the Agreement as amended hereby. This Amendment shall not be deemed to expressly or impliedly waive, amend, or supplement any provision of the Agreement other than as specifically set forth herein.
SECTION 9. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
SECTION 10. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
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SECTION 11. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof.
SECTION 12. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| TRIUMPH RECEIVABLES, LLC | ||
| By: | /s/ Xxxxx X. XxXxxx, Xx. | |
| Name: | Xxxxx X. XxXxxx, Xx. | |
| Title: | Vice President & Treasurer | |
| TRIUMPH GROUP, INC. | ||
| By: | /s/ Xxxxx X. XxXxxx, Xx. | |
| Name: | Xxxxx X. XxXxxx, Xx. | |
| Title: | Senior Vice President and Chief Financial Officer | |
| S-1 | Second Amendment to A&R PSA (Triumph) |
| ORIGINATORS: | ||
| THE TRIUMPH GROUP OPERATIONS, INC. | ||
| TRIUMPH ACTUATION SYSTEMS – CONNECTICUT, LLC | ||
| TRIUMPH ACTUATION SYSTEMS, LLC | ||
| TRIUMPH CONTROLS, LLC | ||
| TRIUMPH GEAR SYSTEMS – MACOMB, INC. | ||
| TRIUMPH AIRBORNE STRUCTURES, LLC | ||
| TRIUMPH ACTUATION SYSTEMS – VALENCIA, INC. | ||
| TRIUMPH THERMAL SYSTEMS, LLC | ||
| TRIUMPH GEAR SYSTEMS, INC. | ||
| TRIUMPH ACCESSORY SERVICES – GRAND PRAIRIE, INC. | ||
| TRIUMPH INSULATION SYSTEMS, LLC | ||
| TRIUMPH ENGINE CONTROL SYSTEMS, LLC | ||
| TRIUMPH ACTUATION SYSTEMS – YAKIMA, LLC | ||
| By: | /s/ Xxxxx X. XxXxxx, Xx. | |
| Name: | Xxxxx X. XxXxxx, Xx. | |
| Title: | Vice President & Treasurer | |
| S-2 | Second Amendment to A&R PSA (Triumph) |
| RELEASED ORIGINATORS: | ||
| TRIUMPH THERMAL SYSTEMS – MARYLAND, INC., | ||
| By: | /s/ Xxxxx X. XxXxxx, Xx. | |
| Name: | Xxxxx X. XxXxxx, Xx. | |
| Title: | Vice President & Treasurer | |
| TRIUMPH COMPOSITE SYSTEMS, INC., | ||
| By: | /s/ Xxxxx X. XxXxxx, Xx. | |
| Name: | Xxxxx X. XxXxxx, Xx. | |
| Title: | Vice President & Treasurer | |
| S-3 | Second Amendment to A&R PSA (Triumph) |
Schedule I
LIST OF ORIGINATORS
The Triumph Group Operations, Inc.
Triumph Actuation Systems – Connecticut, LLC
Triumph Actuation Systems, LLC
Triumph Controls, LLC
Triumph Gear Systems – Macomb, Inc.
Triumph Airborne Structures, LLC
Triumph Actuation Systems – Valencia, Inc.
Triumph Thermal Systems, LLC
Triumph Gear Systems, Inc.
Triumph Accessory Services – Grand Prairie, Inc.
Triumph Insulation Systems, LLC
Triumph Engine Control Systems, LLC
Triumph Actuation Systems – Yakima, LLC
| Schedule I-1 | Purchase and Sale Agreement |
Schedule II
LOCATION OF EACH ORIGINATOR
| Originator |
Location | |
| Triumph Group, Inc. | 000 X. Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000 | |
| The Triumph Group Operations, Inc. | 000 X. Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000 | |
| Triumph Actuation Systems – Connecticut, LLC | 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 | |
| Triumph Actuation Systems, LLC | 0000 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000 | |
| Triumph Controls, LLC | 000 Xxxxxx Xxxx, Xxxxx Xxxxx, XX00000 | |
| Triumph Gear Systems – Macomb, Inc. | 00000 00 Xxxx Xxxx, Xxxxxx, XX 00000 | |
| Triumph Airborne Structures, LLC | 000 Xxxxxxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 | |
| Triumph Actuation Systems – Valencia, Inc. | 00000 X. Xxxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 | |
| Triumph Thermal Systems, LLC | 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000 | |
| Triumph Gear Systems, Inc. | 0000 Xxxxxx Xxxxx Xxxxx, Xxxx Xxxx, XX 00000 | |
| Triumph Accessory Services – Grand Prairie, Inc. | 0000 Xxxxxxxx Xxxxx, Xxxxx Xxxxxxx, XX 00000 | |
| Triumph Insulation Systems, LLC | 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxx, XX 00000 | |
| Triumph Engine Control Systems, LLC | 0 Xxxxxxx Xxx Xxxxxxxxx, Xxxx Xxxxxxxx, XX 00000 | |
| Triumph Actuation Systems – Yakima, LLC | 0000 X. Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000 | |
| Schedule II-1 | Purchase and Sale Agreement |
Schedule III
LOCATION OF BOOKS AND RECORDS OF ORIGINATORS
| Originator |
Location of Books and Records | |
| The Triumph Group Operations, Inc. | ||
| DBA Triumph Accessory Services |
000 XX Xxxx, Xxxxxxxxxx, XX 00000 | |
| DBA Triumph Fabrications – Shelbyville |
000 Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000 | |
| DBA Triumph Logistics – Phoenix |
0000 Xxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 | |
| DBA Triumph Northwest |
000 00xx Xxxxxx X.X., Xxxxxx, XX 00000 | |
| Triumph Actuation Systems – Connecticut, LLC | 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 | |
| DBA Triumph Aerospace Systems – Seattle |
Oakridge Business Park, 00000 XX 00xx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 | |
| Triumph Actuation Systems, LLC | 0000 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000 | |
| Triumph Controls, LLC | 000 Xxxxxx Xxxx, Xxxxx Xxxxx, XX 00000 | |
| Triumph Gear Systems – Macomb, Inc. | 00000 00 Xxxx Xxxx, Xxxxxx, XX 0000 | |
| Triumph Airborne Structures, LLC | 000 Xxxxxxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 | |
| Triumph Actuation Systems—Valencia, Inc. | 00000 X. Xxxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 | |
| Triumph Thermal Systems, LLC | 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000 | |
| Triumph Gear Systems, Inc. | 0000 Xxxxxx Xxxxx Xxxxx, Xxxx Xxxx, XX 00000 | |
| Triumph Accessory Services – Grand Prairie, Inc. | 0000 Xxxxxxxx Xxxxx, Xxxxx Xxxxxxx, XX 00000 | |
| Triumph Insulation Systems, LLC | 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxx, XX 00000 | |
| Triumph Engine Control Systems, LLC | 0 Xxxxxxx Xxx Xxxxxxxxx, Xxxx Xxxxxxxx, XX 00000 | |
| Triumph Actuation Systems – Yakima, LLC | 0000 X. Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000 | |
| Schedule III-1 | Purchase and Sale Agreement |
Schedule IV
TRADE NAMES
| Legal Name |
Trade Names | |
| Triumph Group, Inc. | Not Applicable | |
| Triumph Receivables, LLC | Not Applicable | |
| The Triumph Group Operations, Inc. | Triumph Fabrication - Shelbyville Triumph Accessory Services Triumph Northwest Triumph San Antonio Support Center | |
| Triumph Actuation Systems – Connecticut, LLC | Triumph Aerospace Systems – Seattle | |
| Triumph Actuation Systems, LLC | Not Applicable | |
| Triumph Controls, LLC | Not Applicable | |
| Triumph Gear Systems – Macomb, Inc. | Not Applicable | |
| Triumph Airborne Structures, LLC | Not Applicable | |
| Triumph Actuation Systems – Valencia, Inc. | Not Applicable | |
| Triumph Thermal Systems, LLC | Not Applicable | |
| Triumph Gear Systems, Inc. | Not Applicable | |
| Triumph Accessory Services – Grand Prairie, Inc. | Not Applicable | |
| Triumph Insulation Systems, LLC | Not Applicable | |
| Triumph Engine Control Systems, LLC | Not Applicable | |
| Triumph Actuation Systems – Yakima, LLC | Not Applicable | |
| Schedule IV-1 | Purchase and Sale Agreement |
Schedule VI
NOTICE ADDRESS FOR EACH ORIGINATOR
THE TRIUMPH GROUP OPERATIONS, INC.
000 X. Xxxxxxxxx Xxxxxx
Suite 400
Radnor, PA 19087
| Attention: | General Counsel | |
| Telephone: | 000-000-0000 | |
| Facsimile: | 000-000-0000 |
TRIUMPH ACTUATION SYSTEMS – CONNECTICUT, LLC
0000 Xxxx Xxxxx Xxxxxx
Bloomfield, CT 06002
| Attention: | President | |
| Telephone: | 000-000-0000, x101 | |
| Facsimile: | 000-000-0000 |
TRIUMPH ACTUATION SYSTEMS, LLC
0000 Xxxxxxx Xxxx
Clemmons, NC 27012
| Attention: | President | |
| Telephone: | 000-000-0000 | |
| Facsimile: | 000-000-0000 |
TRIUMPH CONTROLS, LLC
000 Xxxxxx Xxxx
North Wales, PA 19454
| Attention: | President | |
| Telephone: | 000-000-0000 | |
| Facsimile: | 000-000-0000 |
TRIUMPH GEAR SYSTEMS – MACOMB, INC.
00000 00 Xxxx Xxxx
Macomb, MI 48042
| Attention: | President | |
| Telephone: | 000-000-0000 | |
| Facsimile: | 000-000-0000 |
| Schedule VI-1 | Purchase and Sale Agreement |
TRIUMPH AIRBORNE STRUCTURES, LLC
000 Xxxxxxxxxx Xxxxx
Hot Springs, AR 71913
| Attention: | President | |
| Telephone: | 000-000-0000 | |
| Facsimile: | 000-000-0000 |
TRIUMPH ACTUATION SYSTEMS – VALENCIA, INC.
00000 X. Xxxxxxxx Xxxxxxx
Valencia, CA 91355
| Attention: | President | |
| Telephone: | 000-000-0000 | |
| Facsimile: | 000-000-0000 |
TRIUMPH THERMAL SYSTEMS, LLC
000 Xxxxxxxx Xxxxxx
Forest, OH 45843
| Attention: | President | |
| Telephone: | 000-000-0000 | |
| Facsimile: | 000-000-0000 |
TRIUMPH GEAR SYSTEMS, INC.
0000 Xxxxxx Xxxxx Xxxxx
Park City, UT 84098
| Attention: | President | |
| Telephone: 000-000-0000 | ||
| Facsimile: | 000-000-0000 |
TRIUMPH ACCESSORY SERVICES – GRAND PRAIRIE, INC.
0000 Xxxxxxxx Xxxxx
Grand Prairie, TX 75050
| Attention: | President | |
| Telephone: | 000-000-0000 | |
| Facsimile: | 000-000-0000 |
TRIUMPH INSULATION SYSTEMS, LLC
000 X. Xxxxxxxxx Xxxxxx
Suite 400
Radnor, PA 19087
| Attention: | President | |
| Telephone: | (000) 000-0000 | |
| Facsimile: | (000) 000-0000 |
| Schedule VI-2 | Purchase and Sale Agreement |
TRIUMPH ENGINE CONTROL SYSTEMS, LLC
000 X. Xxxxxxxxx Xxxxxx
Suite 400
Radnor, PA 19087
| Attention: | General Counsel | |
| Telephone: | (000) 000-0000 | |
| Facsimile: | (000) 000-0000 |
TRIUMPH ACTUATION SYSTEMS – YAKIMA, LLC
000 X. Xxxxxxxxx Xxxxxx
Suite 400
Radnor, PA 19087
| Attention: | General Counsel | |
| Telephone: | (000) 000-0000 | |
| Facsimile: | (000) 000-0000 |
| Schedule VI-3 | Purchase and Sale Agreement |
Exhibit B
UCC-3 TO BE FILED
Exhibit B-1
Exhibit C
UCC-1s TO BE TERMINATED
| Released Originator |
Filing Office |
Identification Number |
Filing Date | |||
| Triumph Thermal Systems—Maryland, Inc. | Delaware Secretary of State |
2018 4943136 | 7/18/2018 |
Exhibit C-1
