GUARANTEE AND COLLATERAL AGREEMENT made by TRIUMPH GROUP, INC. and certain of its Subsidiaries in favor of ROYAL BANK OF CANADA, as Administrative Agent Dated as of June 16, 2010Guarantee and Collateral Agreement • June 22nd, 2010 • Triumph Group Inc • Aircraft & parts • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 16, 2010, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Royal Bank of Canada, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of June 16, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Triumph Group, Inc. (the “Borrower”), the Lenders and the Administrative Agent.
8.625% SENIOR NOTES DUE 2018Indenture • June 22nd, 2010 • Triumph Group Inc • Aircraft & parts • New York
This Indenture, dated as of June 16, 2010, is by and among Triumph Group, Inc., a Delaware corporation (the “Company” or the “Issuer”), the Guarantors (as defined herein), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
535,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among TRIUMPH GROUP, INC., and THE OTHER BORROWERS PARTY HERETO and THE GUARANTORS PARTY HERETO and THE BANKS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION as Administrative Agent PNC...Revolving Credit Facility • June 22nd, 2010 • Triumph Group Inc • Aircraft & parts • Pennsylvania
THIS CREDIT AGREEMENT is dated as of May 10, 2010, 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 and U.S. BANK NATIONAL ASSOCIATION, in their capacity as syndication agents for the Banks under this Agreement (hereinafter referred to in such capacity as the “Syndication Agent”), SOVEREIGN BANK, 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., ROYAL BANK OF CANADA, BRANCH BANKING & TRUST COMPANY, MANUFACTURERS AND TRADERS TRUST COMPANY AND U.S. BANK NATIONAL ASSOCIATION, in their capacity as managing agents
REGISTRATION RIGHTS AGREEMENT by and among Triumph Group, Inc. and the Guarantors party hereto and RBC Capital Markets Corporation UBS Securities LLC PNC Capital Markets LLC BB&T Capital Markets, a division of Scott & Stringfellow LLC US Bancorp...Registration Rights Agreement • June 22nd, 2010 • Triumph Group Inc • Aircraft & parts • New York
This Agreement is made pursuant to the Purchase Agreement, dated June 8, 2010, among the Company, the Triumph Guarantors and the Representatives of the Initial Purchasers, as supplemented by the Joinder Agreement dated as of June 16, 2010, by and among the Representatives and the Vought Guarantors (as supplemented, the “Purchase Agreement”) (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of Transfer Restricted Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Securities, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement. Capitalized terms are defined in Section 1.
Employment AgreementEmployment Agreement • June 22nd, 2010 • Triumph Group Inc • Aircraft & parts • Texas
This Employment Agreement (the “Agreement”) dated as of March 29, 2006 (the “Effective Date”), is made by and between Vought Aircraft Industries, Inc., a Delaware corporation, (together with any successor thereto, the “Company”) and Elmer Doty (the “Executive”).
AGREEMENTEmployment Agreement • June 22nd, 2010 • Triumph Group Inc • Aircraft & parts
This Agreement is entered into by and between Elmer Doty (“Executive”) and Vought Aircraft Industries, Inc., a Delaware corporation with its principal place of business in Dallas, Texas (“Vought” or the “Company”).
CREDIT AGREEMENT by and among TRIUMPH GROUP, INC., and THE BANKS PARTY HERETO and ROYAL BANK OF CANADA, as Administrative Agent RBC CAPITAL MARKETS, as Lead Arranger RBC CAPITAL MARKETS, PNC BANK, NATIONAL ASSOCIATION and CITIZENS BANK OF...Credit Agreement • June 22nd, 2010 • Triumph Group Inc • Aircraft & parts • New York
THIS CREDIT AGREEMENT is dated as of June 16, 2010, and is made by and among TRIUMPH GROUP, INC., a Delaware corporation (the “Borrower”), the BANKS (as hereinafter defined) from time to time party hereto, ROYAL BANK OF CANADA, in its capacity as Administrative Agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”), PNC BANK, NATIONAL ASSOCIATION, in its capacity as syndication agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Syndication Agent”), and CITIZENS BANK OF PENNSYLVANIA and U.S. BANK, NATIONAL ASSOCIATION, in their capacities as documentation agent for the Banks under this Agreement (herein referred to in such capacity as the “Documentation Agents”).
SECOND AMENDMENT TO ELMER DOTY EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2010 • Triumph Group Inc • Aircraft & parts
THIS SECOND AMENDMENT, dated as of December 31, 2008 (the “Amendment Effective Date”), is entered into by and between Vought Aircraft Industries, Inc., a Delaware corporation (the “Company”) and Elmer Doty (the “Executive”).
INTERCREDITOR AGREEMENT Among TRIUMPH GROUP, INC., the other Grantors party hereto, PNC BANK, NATIONAL ASSOCIATION, as Collateral Agent for the Revolving Credit Secured Parties, and ROYAL BANK OF CANADA, as Collateral Agent for the Term Loan Secured...Intercreditor Agreement • June 22nd, 2010 • Triumph Group Inc • Aircraft & parts • New York
INTERCREDITOR AGREEMENT dated as of June 16, 2010 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among TRIUMPH GROUP, INC., a Delaware corporation (the “Company”), the other Grantors (as defined below) party hereto, PNC BANK, NATIONAL ASSOCIATION, as collateral agent for the Revolving Credit Secured Parties (as defined below) (in such capacity, including any successor or assign, the “Revolving Credit Collateral Agent”), and ROYAL BANK OF CANADA, as collateral agent for the Term Loan Secured Parties (as defined below) (in such capacity, including any successor or assign, the “Term Loan Collateral Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 22nd, 2010 • Triumph Group Inc • Aircraft & parts • Pennsylvania
This FIRST AMENDMENT TO CREDIT AGREEMENT (“Amendment”) dated as of June 16, 2010, is made by and among TRIUMPH GROUP, INC., a Delaware corporation (“TGI”); PNC BANK, NATIONAL ASSOCIATION, a national banking association as Administrative Agent for the Banks under the Credit Agreement referred to herein (hereinafter referred to in such capacity as the “Administrative Agent”); and the BANKS party hereto (the “Consenting Banks”).
