8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 17, 2020

TRIUMPH GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-12235	51-0347963
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

899 Cassatt Road, Suite 210, Berwyn, Pennsylvania	19312
(Address of principal executive offices)	(Zip Code)

(610) 251-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.001 per share	TGI	New York Stock Exchange
Purchase Rights		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 1.01. Entry into a Material Definitive Agreement

Private Placement of 8.875% Senior Secured First Lien Notes due 2024

On August 17, 2020, Triumph Group, Inc. (the “Company”) completed its previously announced offering of $700.0 million aggregate principal amount of 8.875% Senior Secured First Lien Notes due 2024 (the “Notes”). The Notes were issued pursuant to an indenture dated as of August 17, 2020 (the “Indenture”) among the Company, the subsidiary guarantors signatory thereto and U.S. Bank National Association, as trustee (the “Trustee”). The maturity date of the Notes is June 1, 2024. The Notes were offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act.

Use of Proceeds. The Company used $688.5 million of the net proceeds of the offering to repay and retire the loans and other amounts outstanding under its Revolving Credit Facility (as defined herein) and cash collateralize the letters of credit issued thereunder, to cash collateralize existing cash management obligations, to pay accrued interest, fees and expenses, and to increase the Company’s available cash for general corporate purposes.

Interest. Interest on the Notes accrues at the rate of 8.875% per annum and is payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing on December 1, 2020.

Guarantees. The Notes will be guaranteed on the date of issuance on a full, senior, joint and several basis by each of the Company’s domestic restricted subsidiaries that guarantees its 5.250% Senior Notes due 2022, its 6.250% Senior Secured Notes due 2024 (the “2024 Notes”) and its 7.750% Senior Notes due 2025 (collectively, the “Existing Notes”). In the future, each of the Company’s domestic restricted subsidiaries (other than any domestic restricted subsidiary that is a receivable subsidiary) that (1) is not an immaterial subsidiary, (2) becomes a borrower under any of its material debt facilities or (3) guarantees (a) any of its indebtedness or (b) any indebtedness of its domestic restricted subsidiaries, in the case of either (a) or (b), incurred under any of its material debt facilities, will guarantee the Notes. Under certain circumstances, the guarantees may be released without action by, or the consent of, the holders of the Notes.

Ranking. The Notes and the guarantees are first lien secured obligations of the Company and its subsidiary guarantors. The Notes:

• rank equally in right of payment to any existing and future senior indebtedness of the Company and the subsidiary guarantors, including the Existing Notes;

• are effectively senior to all existing and future second lien obligations (including the 2024 Notes) and all existing and future unsecured indebtedness of the Company and the subsidiary guarantors, but only to the extent of the value of the Collateral (as defined herein, and after giving effect to any permitted additional first lien secured obligations and other permitted liens of senior or equal priority);

• are senior in right of payment to all future subordinated indebtedness of the Company and the subsidiary guarantors;

• are secured by the Collateral on a pari passu basis with any future permitted additional first lien secured obligations, subject to the Collateral Trust Agreement (as defined herein);

• are effectively subordinated to any existing and future obligations of the Company and the subsidiary guarantors that are secured by assets that do not constitute the Collateral, in each case, to the extent of the value of the assets securing such obligations; and

• are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s existing and future subsidiaries that do not guarantee the Notes, including the Receivables Securitization Facility (as defined herein).

Security. The Notes and the guarantees will be secured, subject to permitted liens, by first-priority liens on substantially all of the Company’s and the subsidiary guarantors’ assets (including certain of the Company’s real estate assets), whether now owned or hereafter acquired, other than certain excluded property, which liens will secure permitted additional first lien obligations on a pari passu basis, subject to the Collateral Trust Agreement and will rank senior to those that secure the 2024 Notes (the “Collateral”). Under certain circumstances, the Collateral may be released without action by, or the consent of, the holders of the Notes. The Notes and the guarantees will not be secured by the assets of non-guarantor subsidiaries, which include the unrestricted subsidiaries to whom certain of the Company’s accounts receivables are and may in the future be sold to support borrowing under the Receivables Securitization Facility. No appraisal of the value of the Collateral has been made in connection with the offering, and the value of the Collateral in the event of liquidation may be materially different from the book value. Some of the Company’s assets are excluded from the Collateral.

Intercreditor Agreement. Pursuant to an intercreditor agreement (the “Intercreditor Agreement”) between Wilmington Trust, National Association, in its capacity as the collateral trustee (the “Collateral Trustee”) and U.S. Bank National Association, in its capacity as second lien collateral agent for the 2024 Notes, the liens on the Collateral securing the Notes and all future first lien obligations will be made expressly senior to the liens securing the 2024 Notes.

Collateral Trust Agreement. A collateral trust agreement (the “Collateral Trust Agreement”) among the Company, the subsidiary guarantors, the Collateral Trustee and U.S. Bank National Association, in its capacity as the trustee for the Notes, will set forth therein the relative rights with respect to the Collateral as among the trustee for the Notes and certain subsequent holders of first lien obligations and covering certain other matters relating to the administration of security interests. The Collateral Trust Agreement will generally control substantially all matters related to the Collateral, including with respect to decisions, distribution of proceeds or enforcement, and the Collateral Trustee may take actions that the holders of the Notes may disagree with or that may be contrary to the interests of the holders of the Notes. Pursuant to the Collateral Trust Agreement, on the issue date of the Notes the Collateral Trustee will control certain matters related to the Collateral that the Collateral Trust Agreement specifies are in its discretion. If the Company incurs certain types of additional first lien obligations, the Controlling First Lien Holders (as defined in the Collateral Trust Agreement) will have the right to control decisions relating to the Collateral that are outside the Collateral Trustee’s discretion under the Collateral Trust Agreement and the Note holders may no longer be in control of such decisions.

Optional Redemption. The Company may redeem the Notes, in whole or in part, at any time or from time to time on or after February 1, 2023, at specified redemption prices, plus accrued and unpaid interest, if any, to the redemption date. At any time or from time to time prior to February 1, 2023, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus a make whole premium, together with accrued and unpaid interest, if any, to the redemption date. In addition, the Company may redeem up to 40% of the aggregate principal amount of the outstanding Notes prior to June 1, 2023, with the net cash proceeds from certain equity offerings at a redemption price equal to 108.875% of their principal amount, together with accrued and unpaid interest, if any, to the redemption date.

Change of Control. If the Company experiences specific kinds of changes of control, the Company is required to offer to purchase all of the Notes at a purchase price of 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

Certain Covenants. The Indenture contains covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions; (iii) make other restricted payments and investments; (iv) create liens; (v) incur restrictions on the ability of restricted subsidiaries to pay dividends or make certain other payments; (vi) sell assets, including capital stock of restricted subsidiaries; (vii) enter into sale and leaseback transactions; (viii) merge or consolidate with other entities; and (ix) enter into transactions with affiliates. In addition, the Indenture requires, among other things, the Company to provide financial and current reports to holders of the Notes or file such reports electronically with the U.S. Securities and Exchange Commission. Furthermore, the future net proceeds from asset sales will be required to repay the Notes at a premium of 106.656%, until the aggregate principal amount of Notes outstanding is $350.0 million or less, provided that the first $100.0 million of such net proceeds may remain on the balance sheet (subject to compliance with the asset sale covenants in the Company’s other outstanding indentures) or be used for other permitted purposes. These covenants are subject to a number of exceptions, limitations and qualifications set forth in the Indenture, as well as suspension periods in certain circumstances.

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Amendments to Securitization Facility

On August 17, 2020, the Company entered into amendments to its receivables securitization facility (the “Receivables Securitization Facility,” and such amendments, the “Securitization Facility Amendments”), which was established in August 2008 by entering into a receivables purchase agreement, among the Company, as initial servicer, Triumph Receivables LLC, as seller, PNC Bank, National Association, as administrative agent, and the various purchasers and purchase agents from time to time party thereto. The Securitization Facility Amendments include a reduction of the maximum facility size from $75.0 million to $50.0 million and the removal of covenants that require the Company to maintain certain financial ratios.

ITEM 1.02. Termination of a Material Definitive Agreement

Termination of Revolving Credit Facility

On August 17, 2020, the Company repaid the loans and other amounts outstanding under its revolving credit facility (the “Revolving Credit Facility”), which is governed by the Third Amended and Restated Credit Agreement, dated as of November 19, 2013 (as amended, amended and restated or otherwise modified, the “Revolving Credit Agreement”) among the Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as administrative agent and the other parties party thereto, for a total payment of $335.6 million, and cash collateralized the letters of credit issued thereunder. On August 17, 2020, the Company also terminated all commitments under the Revolving Credit Facility.

Revolving credit loans under the Revolving Credit Agreement accrue interest, at the Company’s option, at a base rate, plus a margin of 2.50% to 3.00% or a eurodollar rate, plus a margin of 3.50% to 4.00%, depending on the Company’s total leverage ratio; provided, however, that during the Pricing Restriction Period (as defined in the Revolving Credit Agreement), the revolving credit loans will bear interest at the highest rate per annum. In addition, the Company is required to pay a commitment fee of 0.30% to 0.50% on the unused portion of the revolving credit commitments depending on the Company’s total leverage ratio and whether a Pricing Restriction Period is in effect.

ITEM 2.03. Creation of a Direct Financial Obligation

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Notes is incorporated by reference into this Item 2.03.

ITEM 8.01. Other Events

On August 17, 2020, the Company issued a press release announcing the consummation of a series of strategic refinancing transactions, including the closing of the Notes offering, the repayment and termination of its revolving credit facility and amendments to its receivables securitization facility. A copy of the Company’s press release with respect to such transactions is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
4.1	Indenture, dated as of August 17, 2020, among Triumph Group, Inc., the subsidiary guarantors signatory thereto and U.S. Bank National Association, as trustee for the Notes.
4.2	Form of 8.875% Senior Secured First Lien Notes due 2024 (included as Exhibit A to the Indenture filed as Exhibit 4.1 hereto).
4.3	Twenty-Sixth Amendment, dated as of August 17, 2020, among Triumph Receivables, LLC, as seller, Triumph Group, Inc., as servicer, and PNC Bank, National Association, as a related committed purchaser, purchaser agent, and administrator.
4.4	Fourth Amendment to Performance Guaranty, dated as of August 17, 2020, among Triumph Group, Inc., as performance guarantor, and PNC Bank, National Association, as purchaser agent and administrator.

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10.1	Intercreditor Agreement, dated as of August 17, 2020, between Wilmington Trust, National Association, as collateral trustee, and U.S. Bank National Association, as second lien collateral agent for the 2024 Notes.
10.2	Collateral Trust Agreement, dated as of August 17, 2020, among the Company, the subsidiary guarantors signatory thereto, Wilmington Trust, National Association, as collateral trustee, and U.S. Bank National Association, as trustee for the Notes.
99.1	Press Release, dated August 17, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 18, 2020	TRIUMPH GROUP, INC.
	By:	/s/ Thomas A. Quigley, III
		Thomas A. Quigley, III
		Vice President and Controller

EX-4.1

Exhibit 4.1

Execution Version

TRIUMPH GROUP, INC.

as Issuer

and

THE GUARANTORS PARTY HERETO

8.875% SENIOR SECURED FIRST LIEN NOTES DUE 2024

INDENTURE

DATED AS OF AUGUST 17, 2020

U.S. BANK NATIONAL ASSOCIATION

as Trustee

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			1
SECTION 1.1.	Definitions		1
SECTION 1.2.	Other Definitions		34
SECTION 1.3.	[Reserved]		35
SECTION 1.4.	Rules of Construction		35
ARTICLE II THE NOTES			36
SECTION 2.1.	Form and Dating		36
SECTION 2.2.	Execution and Authentication		37
SECTION 2.3.	Registrar; Paying Agent		38
SECTION 2.4.	Paying Agent to Hold Money in Trust		38
SECTION 2.5.	Holder Lists		39
SECTION 2.6.	Book-Entry Provisions for Global Securities		39
SECTION 2.7.	Replacement Notes		43
SECTION 2.8.	Outstanding Notes		43
SECTION 2.9.	Treasury Notes		44
SECTION 2.10.	Temporary Notes		44
SECTION 2.11.	Cancellation		44
SECTION 2.12.	Defaulted Interest		44
SECTION 2.13.	Record Date		44
SECTION 2.14.	Computation of Interest		45
SECTION 2.15.	CUSIP Number		45
SECTION 2.16.	Special Transfer Provisions		45
SECTION 2.17.	Issuance of Additional Notes		47
ARTICLE III REDEMPTION AND PREPAYMENT			47
SECTION 3.1.	Notices to Trustee		47
SECTION 3.2.	Selection of Notes to Be Redeemed		47
SECTION 3.3.	Notice of Redemption		48
SECTION 3.4.	Effect of Notice of Redemption		49
SECTION 3.5.	Deposit of Redemption of Purchase Price		49
SECTION 3.6.	Notes Redeemed in Part		49
SECTION 3.7.	Optional Redemption		49
SECTION 3.8.	Sinking Fund Payments		50
SECTION 3.9.	Offer to Purchase		50
ARTICLE IV COVENANTS			51
SECTION 4.1.	Payment of Notes		51
SECTION 4.2.	Maintenance of Office or Agency		52
SECTION 4.3.	Provision of Financial Information		52
SECTION 4.4.	Compliance Certificate		53
SECTION 4.5.	Taxes		54
SECTION 4.6.	Stay, Extension and Usury Laws		54
SECTION 4.7.	Limitation on Restricted Payments		54
SECTION 4.8.	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries		57
SECTION 4.9.	Limitation on Incurrence of Debt		59

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SECTION 4.10.	Limitation on Asset Sales	60
SECTION 4.11.	Limitation on Transactions with Affiliates	63
SECTION 4.12.	Limitation on Liens	64
SECTION 4.13.	Limitation on Sale and Leaseback Transactions	64
SECTION 4.14.	Offer to Purchase upon Change of Control	65
SECTION 4.15.	Corporate Existence	66
SECTION 4.16.	Business Activities	66
SECTION 4.17.	Additional Note Guarantees	66
SECTION 4.18.	Limitation on Creation of Unrestricted Subsidiaries	66
SECTION 4.19.	Maintenance of Properties; Insurance; Books and Records; Intellectual Property	67
SECTION 4.20.	Payments for Consent	68
SECTION 4.21.	Suspension of Covenants	68
SECTION 4.22.	Real Estate Mortgages and Filings	69
ARTICLE V SUCCESSORS		70
SECTION 5.1.	Consolidation, Merger, Conveyance, Transfer or Lease	70
SECTION 5.2.	Successor Person Substituted	71
ARTICLE VI DEFAULTS AND REMEDIES		72
SECTION 6.1.	Events of Default	72
SECTION 6.2.	Acceleration	73
SECTION 6.3.	Other Remedies	76
SECTION 6.4.	Waiver of Past Defaults	76
SECTION 6.5.	Control by Majority	76
SECTION 6.6.	Limitation on Suits	77
SECTION 6.7.	Rights of Holders of Notes to Receive Payment	77
SECTION 6.8.	Collection Suit by Trustee	77
SECTION 6.9.	Trustee May File Proofs of Claim	77
SECTION 6.10.	Priorities	78
SECTION 6.11.	Undertaking for Costs	78
ARTICLE VII TRUSTEE		79
SECTION 7.1.	Duties of Trustee	79
SECTION 7.2.	Rights of Trustee	79
SECTION 7.3.	Individual Rights of Trustee	80
SECTION 7.4.	Trustee’s Disclaimer	81
SECTION 7.5.	Notice of Defaults	81
SECTION 7.6.	[Reserved]	81
SECTION 7.7.	Compensation and Indemnity	81
SECTION 7.8.	Replacement of Trustee	82
SECTION 7.9.	Successor Trustee by Merger, Etc.	83
SECTION 7.10.	Eligibility; Disqualification	83
SECTION 7.11.	[Reserved]	83
SECTION 7.12.	Trustee’s Application for Instructions from the Issuer	83
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE AND COVENANT DEFEASANCE		84
SECTION 8.1.	Option to Effect Defeasance or Covenant Defeasance	84
SECTION 8.2.	Defeasance and Discharge	84
SECTION 8.3.	Covenant Defeasance	85
SECTION 8.4.	Conditions to Defeasance or Covenant Defeasance	86
SECTION 8.5.	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	87

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SECTION 8.6.	Repayment to Issuer	87
SECTION 8.7.	Reinstatement	88
ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER		88
SECTION 9.1.	Without Consent of Holders of the Notes	88
SECTION 9.2.	With Consent of Holders of Notes	90
SECTION 9.3.	[Reserved]	91
SECTION 9.4.	Revocation and Effect of Consents	91
SECTION 9.5.	Notation on or Exchange of Notes	91
SECTION 9.6.	Trustee to Sign Amendments, Etc.	91
ARTICLE X NOTE GUARANTEES		92
SECTION 10.1.	Note Guarantees	92
SECTION 10.2.	Delivery of Note Guarantee	93
SECTION 10.3.	Severability	93
SECTION 10.4.	Limitation of Guarantors’ Liability	93
SECTION 10.5.	Guarantors May Consolidate, Etc., on Certain Terms	93
SECTION 10.6.	Releases Following Sale of Assets	94
SECTION 10.7.	Release of a Guarantor	95
SECTION 10.8.	Benefits Acknowledged	95
SECTION 10.9.	Future Guarantors	95
ARTICLE XI SECURITY		95
SECTION 11.1.	Security Interest	95
SECTION 11.2.	Collateral Trust Agreement; Intercreditor Agreements	96
SECTION 11.3.	Release of Liens	96
SECTION 11.4.	The Collateral Trustee	97
SECTION 11.5.	Collateral Shared Equally and Ratably	98
SECTION 11.6.	Purchaser Protected	98
SECTION 11.7.	Authorization of Receipt of Funds by the Trustee Under the Security Documents	98
SECTION 11.8.	Amendments to Security Documents	98
SECTION 11.9.	Impairment of security interest	98
SECTION 11.10.	Maintenance of Collateral; Further Assurances	99
SECTION 11.11.	After-Acquired Property	99
SECTION 11.12.	Information Regarding Collateral	99
ARTICLE XII MISCELLANEOUS		100
SECTION 12.1.	[Reserved]	100
SECTION 12.2.	Notices	100
SECTION 12.3.	[Reserved]	101
SECTION 12.4.	Certificate and Opinion as to Conditions Precedent	101
SECTION 12.5.	Statements Required in Certificate or Opinion	101
SECTION 12.6.	Rules by Trustee and Agents	102
SECTION 12.7.	No Personal Liability of Directors, Officers, Employees, Stockholders and the Trustee	102
SECTION 12.8.	Governing Law	102
SECTION 12.9.	No Adverse Interpretation of Other Agreements	102
SECTION 12.10.	Successors	102
SECTION 12.11.	Severability	102
SECTION 12.12.	Counterpart Originals	103
SECTION 12.13.	Table of Contents, Headings, Etc.	103
SECTION 12.14.	Trust Indenture Act	103
SECTION 12.15.	Tax Treatment	103

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EXHIBITS

Exhibit A	FORM OF 8.875% SENIOR SECURED FIRST LIEN NOTES
Exhibit B-1	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A
Exhibit B-2	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO RULE IAIs
Exhibit C	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S

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This Indenture, dated as of August 17, 2020, 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”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of (i) the Issuer’s 8.875% Senior Secured First Lien Notes due 2024 issued on the date hereof that contain the restrictive legend in Exhibit A (the “Initial Notes”) and (ii) Additional Notes (as defined below) issued from time to time (and together with the Initial Notes, the “Notes”).

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions.

“2022 Senior Notes” means the Company’s 5.250% Senior Notes due 2022.

“2024 Second Lien Notes” means the Company’s 6.250% Senior Secured Notes due 2024.

“2024 Second Lien Notes Indenture” means the Indenture, dated as of September 23, 2019, among the Company, as issuer, the guarantors party thereto, and U.S. Bank National Association, as trustee and Second Lien Collateral Agent, relating to the 6.250% Senior Secured Notes due 2024, as amended and supplemented from time to time.

“2024 Second Lien Notes Trustee” means U.S. Bank National Association, or the successor thereto.

“2025 Senior Notes” means the Company’s 7.750% Senior Notes due 2025.

“Acquired Debt” means Debt (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or (2) assumed in connection with the acquisition of assets from such Person. Acquired Debt shall be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets.

“Additional Notes” means Notes (other than the Initial Notes) issued from time to time pursuant to Article II hereof and otherwise in compliance with the provisions of this Indenture.

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings that correspond to the foregoing.

“Agent” means any Registrar, Paying Agent (so long as Trustee serves in such capacity) or co-registrar.

“Applicable Premium” means, as determined by the Company, with respect to any Note on any applicable redemption date, the greater of:

(1)    1% of the then outstanding principal amount of such Note; and

(2)    the excess of:

(a)    the present value at such redemption date of (i) the Redemption Price of such Note at February 1, 2023 (such Redemption Price being set forth in the table appearing in SECTION 3.7(ii)) plus (ii) all required interest payments due on such Note through February 1, 2023 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)    the then outstanding principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for, redemption of, or notice with respect to beneficial interests in any Global Note or the redemption or repurchase of any Global Note, the rules and procedures of DTC, the Depositary, Euroclear and/or Clearstream that apply to such transfer, exchange, redemption or repurchase.

“Approved Intercreditor Agreement” shall have the meaning assigned to such term in the Collateral Trust Agreement.

“Asset Acquisition” means:

(a)    an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into the Company or any Restricted Subsidiary; or

(b)    the acquisition by the Company or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business and consistent with past practices.

“Asset Sale” means any transfer, conveyance, sale, lease or other disposition (including, without limitation, dispositions pursuant to any consolidation or merger) by the Company or any of its Restricted Subsidiaries to any Person (other than to the Company or one or more of its Restricted Subsidiaries) in any single transaction or series of transactions of:

(i)    Capital Interests in another Person (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals pursuant to local law); or

(ii)    any other property or assets (other than in the normal course of business, including, as applicable, inventory sales and any sale or other disposition of obsolete or permanently retired equipment);

provided, however, that the term “Asset Sale” shall exclude:

(a)    any asset disposition permitted by SECTION 5.1 that constitutes a disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole;

(b)    any transfer, conveyance, sale, lease or other disposition of property or assets, the gross proceeds of which (exclusive of indemnities) do not exceed in any one or related series of transactions $10.0 million;

(c)    sales or other dispositions of cash or Eligible Cash Equivalents;

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(d)    sales of interests in Unrestricted Subsidiaries;

(e)    the sale and leaseback of any assets within 90 days of the acquisition thereof;

(f)    the disposition of assets that, in the good faith judgment of the Company, are damaged, obsolete, unmerchantable, idle, worn out, or no longer used or useful in the business of such entity;

(g)    a Restricted Payment or Permitted Investment that is otherwise permitted by this Indenture;

(h)    any trade-in of property in exchange for other property; provided that in the good faith judgment of the Company, the Company or such Restricted Subsidiary receives property having a fair market value equal to or greater than the property being traded in;

(i)    the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets between the Company or any of its Restricted Subsidiaries and another Person to the extent that the Related Business Assets received by the Company or its Restricted Subsidiaries are of equivalent or better market value than the Related Business Assets transferred;

(j)    the creation of a Lien (but not the sale or other disposition of the property subject to such Lien);

(k)    leases or subleases in the ordinary course of business to third persons not interfering in any material respect with the business of the Company or any of its Restricted Subsidiaries and otherwise in accordance with the provisions of this Indenture;

(l)    any disposition by a Subsidiary to the Company or by the Company or a Subsidiary to a Restricted Subsidiary; provided that in the case of a disposition of Collateral, the transferee shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral disposed of to the transferee, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;

(m)    dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business, including, without limitation, those under the Supply Chain Financing Arrangements;

(n)    licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business;

(o)    any transfer of accounts receivable, or a fractional undivided interest therein, by a Receivable Subsidiary in a Qualified Receivables Transaction;

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(p)    sales of accounts receivable to a Receivable Subsidiary pursuant to a Qualified Receivables Transaction for the Fair Market Value thereof, including cash in an amount at least equal to 75% of the Fair Market Value thereof (for the purposes of this clause (p), Purchase Money Notes will be deemed to be cash), provided that, after giving effect to any such sale, the aggregate Receivables Transaction Amount in respect of all Qualified Receivables Transactions would not exceed $100.0 million;

(q)    foreclosures on assets to the extent it would not otherwise result in a Default or Event of Default;

(r)    the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim; and

(s)    in connection with any actions taken in connection with any Convertible Notes under and pursuant to such Convertible Notes or any indenture governing such Convertible Notes.

For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale, shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.

“Asset Sale Cash Sweep Amount” means at any time, the amount of Net Cash Proceeds from all Asset Sales occurring after the Issue Date in excess of the first $100.0 million of Net Cash Proceeds from Asset Sales, less the amount of such Net Cash Proceeds that have been applied to any Asset Sale Mandatory Redemption.

“Asset Sale Offer” means an Offer to Purchase required to be made by the Company pursuant to SECTION 4.10 to all Holders.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been or may be extended).

“Average Life” means, as of any date of determination, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment (including any sinking fund or mandatory redemption payment requirements) of such Debt multiplied by (y) the amount of such principal payment by (ii) the sum of all such principal payments.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person,” as such term is used in Section 13(d)(3) of the Exchange Act, such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

“Board of Directors” means (i) with respect to the Company or any Restricted Subsidiary, its board of directors or any duly authorized committee thereof; (ii) with respect to a corporation, the board of directors of such corporation or any duly authorized committee thereof; and (iii) with respect to any other entity, the board of directors or similar body of the general partner or managers of such entity or any duly authorized committee thereof.

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“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or any Restricted Subsidiary to have been duly adopted by the Board of Directors, unless the context specifically requires that such resolution be adopted by a majority of the disinterested directors, in which case by a majority of such disinterested directors, and to be in full force and effect on the date of such certification and delivered to the Trustee.

“Business Day” means any day other than a Legal Holiday.

“Capital Interests” in any Person means any and all shares, interests (including Preferred Interests), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person; provided that Permitted Convertible Notes shall not constitute Capital Interests.

“Capital Lease Obligations” means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP as in effect on March 31, 2019; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP as in effect on March 31, 2019; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Certificated Notes” means Notes that are in the form of Exhibit A attached hereto, other than the Global Notes.

“Change of Control” means:

(1)    the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), that is or becomes the ultimate “beneficial owner” (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, or any successor provision), directly or indirectly, of more than 50% of the Voting Interests in the Company,

(2)    so long as any 2025 Senior Notes are outstanding and a comparable provision is included in the 2025 Senior Notes, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by the Board of Directors or whose nomination for election by the equityholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Company’s Board of Directors then in office, or

(3)    the Company sells, conveys, transfers or leases (either in one transaction or a series of related transactions) all or substantially all of its assets to a Person other than a Restricted Subsidiary of the Company.

“Clearstream” means Clearstream Banking, Société Anonyme, or any successor securities clearing agency.

“Collateral” means the First Priority Collateral and the Second Priority Collateral.

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“Collateral Trust Agreement” means the Collateral Trust Agreement, dated as of August 17, 2020 (as amended, restated, supplemented or otherwise modified), among the Company, the Guarantors, U.S. Bank National Association, as trustee for the Notes, and the Collateral Trustee.

“Collateral Trustee” means Wilmington Trust, National Association, in its capacity as Collateral Trustee for the First Lien Secured Parties, under the Collateral Trust Agreement, together with its successors in such capacity.

“Commission” means the Securities and Exchange Commission and any successor thereto.

“Common Interests” of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

“Company” or “Issuer” has the meaning set forth in the preamble hereto until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means the Successor Entity.

“Consolidated Cash Flow Available for Fixed Charges” means, with respect to any Person for any period:

(i)    the sum of, without duplication, the amounts for such period, taken as a single accounting period, of:

(a)    Consolidated Net Income;

(b)    Consolidated Non-cash Charges;

(c)    Consolidated Interest Expense to the extent the same was deducted in computing Consolidated Net Income;

(d)    Consolidated Income Tax Expense;

(e)    any expenses or charges related to any equity offering, Permitted Investment, recapitalization or Debt Incurrence permitted to be made under this Indenture (whether or not successful) or related to this offering of the Notes;

(f)    business optimization expenses and any other restructuring expenses or charges for such period, including charges or expenses related to severance, retention, relocation, inventory right sizing, contract termination or consolidation of dealerships or other facilities, and other non-recurring charges that were deducted in calculating Consolidated Net Income for such period; provided that (1) such business optimization expenses and restructuring expenses or charges are reasonably identifiable and factually supportable (in the good faith determination of the Company), (2) the amount of business optimization expenses and restructuring expenses or charges added back in reliance on this clause (f) in any period may not exceed an amount equal to 10.0% of the Consolidated Cash Flow Available for Fixed Charges for such period (together with any addbacks made pursuant to clause (g) below during such period and calculated before giving effect to clause (g) below and this clause (f); and

(g)    the amount of anticipated cost savings, operating expense reductions, operational improvements and synergies projected by the Company in good faith to be realized as a result of actions taken or to be taken (calculated on a pro forma basis as though such cost savings

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and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (1) such cost savings and synergies are reasonably identifiable and factually supportable (in the good faith determination of the Company), (2) the amount of cost savings, expense reductions, operational improvements and synergies added back in reliance on this clause (g) in any period may not exceed an amount equal to 10.0% of the Consolidated Cash Flow Available for Fixed Charges for such period (together with any addbacks made pursuant to clause (f) above during such period and calculated before giving effect to clause (f) above and this clause (g);

(ii)    less the amount of extraordinary, non-recurring or unusual gains or losses.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of the aggregate amount of Consolidated Cash Flow Available for Fixed Charges of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is internally available immediately preceding the date of the transaction (the “Transaction Date”) giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period being referred to herein as the “Four-Quarter Period”) to the aggregate amount of Consolidated Fixed Charges of such Person for the Four-Quarter Period; provided, however, that the pro forma calculation of Consolidated Fixed Charges for purposes of SECTION 4.9(a) (and for the purposes of other provisions herein that refer to SECTION 4.9(a)) shall not give effect to any Permitted Debt incurred on such date. In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated Cash Flow Available for Fixed Charges” and “Consolidated Fixed Charges” shall be calculated after giving effect, on a pro forma basis for the period of such calculation, to any Asset Sales or other dispositions or Asset Acquisitions, investments, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) and designations of any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary occurring during the Four-Quarter Period or any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or other disposition or Asset Acquisition (including the incurrence or assumption of any such Acquired Debt), investment, merger, consolidation, disposed operation or designation occurred on the first day of the Four-Quarter Period. For purposes of this definition, pro forma calculations shall be made in accordance with Article 11 of Regulation S-X promulgated under the Securities Act.

If the Debt which is the subject of a determination of the Consolidated Fixed Charge Coverage Ratio is Acquired Debt, or Debt Incurred in connection with the simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the Four-Quarter Period) to (x) the Incurrence of such Acquired Debt or such other Debt by the Company or any of its Restricted Subsidiaries and (y) the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Consolidated Cash Flow Available for Fixed Charges of the acquired Person, business, property or assets or redesignated Subsidiary.

Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio”:

(a)    interest on outstanding Debt determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Debt in effect (taking into account any Hedging Obligations or Swap Contract applicable to such Debt) on the Transaction Date; and

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(b)    if interest on any Debt actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect (taking into account any Hedging Obligations applicable to such Debt) on the Transaction Date will be deemed to have been in effect during the Four-Quarter Period.

If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Debt of a third Person, the above clause shall give effect to the incurrence of such Guaranteed Debt as if such Person or such Subsidiary had directly incurred or otherwise assumed such Guaranteed Debt.

“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, the amounts for such period of:

(a)    Consolidated Interest Expense; and

(b)    the product of (i) all dividends and other distributions paid or accrued during such period in respect of Redeemable Capital Interests of such Person and its Restricted Subsidiaries (other than dividends paid in Qualified Capital Interests), times (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal.

“Consolidated Income Tax Expense” means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP paid or accrued during such period, including any penalties and interest related to such taxes or arising from any tax examinations, to the extent the same were deducted in computing Consolidated Net Income.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(i)    the total interest expense of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation:

(a)    any amortization of Debt discount;

(b)    the net cost under any Hedging Obligation or Swap Contract in respect of interest rate protection (including any amortization of discounts);

(c)    the interest portion of any deferred payment obligation;

(d)    all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptances, financing activities or similar activities; and

(e)    all accrued interest;

(ii)    the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; and

(iii)    all capitalized interest of such Person and its Restricted Subsidiaries for such period;

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less interest income of such Person and its Restricted Subsidiaries for such period; provided, however, that Consolidated Interest Expense will exclude (I) the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and expenses and (II) any expensing of interim loan commitment and other financing fees.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(A)    the net income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary thereof;

(B)    the net income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equity holders;

(C)    the net income of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded;

(D)    gains or losses on Asset Sales shall be excluded;

(E)    the cumulative effect of a change in accounting principles shall be excluded; and

(F)    notwithstanding clause (A) above, the net income (or loss) attributable to any discontinued operations shall be excluded.

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization (including amortization of goodwill, other intangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses) and non-cash charges and non-cash expenses of such Person and its Restricted Subsidiaries, including, without limitation, non-cash charges and non-cash expenses related to stock-based compensation, asset impairments or writedowns, reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such reserve for cash charges for any future period).

“Convertible Notes” means debt securities, the terms of which provide for conversion into, or exchange for, Capital Interests of the Company, cash in lieu thereof and/or a combination of Capital Interests of the Company and cash in lieu thereof.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in SECTION 12.2 hereof or such other address as to which the Trustee may give notice to the Company.

“Debt” means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, or non-recourse, the following: (i) all indebtedness of such Person for money borrowed or for the deferred purchase price of property, excluding any trade payables or other current liabilities incurred in the normal course of business; (ii) all obligations of such Person evidenced by bonds, debentures, notes,

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or other similar instruments; (iii) all reimbursement obligations of such Person with respect to letters of credit, bankers’ acceptances or similar facilities (excluding obligations in respect of letters of credit or bankers’ acceptances issued in respect of trade payables) issued for the account of such Person; provided that such obligations shall not constitute Debt (whether or not such letters of credit are cash collateralized) except to the extent drawn and not repaid within five (5) Business Days; (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person; (v) all Capital Lease Obligations of such Person; (vi) the maximum fixed redemption or repurchase price of Redeemable Capital Interests in such Person at the time of determination; (vii) the liquidation amount or liquidation preference of any Preferred Interests issued by a Restricted Subsidiary that is not a Subsidiary Guarantor; (viii) any Swap Contracts and Hedging Obligations of such Person at the time of determination; (ix) Attributable Debt with respect to any Sale and Leaseback Transaction to which such Person is a party; and (x) all obligations of the types referred to in clauses (i) through (ix) of this definition of another Person, the payment of which, in either case, (A) such Person has Guaranteed or (B) is secured by (or the holder of such Debt or the recipient of such dividends or other distributions has an existing right, whether contingent or otherwise, to be secured by) any Lien upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such Debt; if and to the extent that any of the foregoing (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP. For purposes of the foregoing: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets.

The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.

“Debt Facilities” means (i) any Qualified Receivables Transaction and (ii) whether or not the agreements referred to in clause (i) remain outstanding, one or more debt facilities, commercial paper facilities or Debt Issuances with banks, investment banks, insurance companies, mutual funds, other institutional lenders, institutional investors or any of the foregoing providing for revolving credit loans, term loans, notes, bonds, indentures, debentures, receivables financing (including through the sale of receivables to such lenders, other financiers or to special purpose entities formed to borrow from (or sell such receivables to) such lenders or other financiers against such receivables), letters of credit, bankers’ acceptances, other borrowings or Debt Issuances, in each case, as amended, restated, modified, renewed, extended, refunded, replaced or refinanced (in each case, without limitation as to amount), in whole or in part, from time to time (including through one or more Debt Issuances) and any

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agreements and related documents governing Debt or Obligations incurred to refinance amounts then outstanding or permitted to be outstanding, whether or not with the original administrative agent, lenders, investment banks, insurance companies, mutual funds, other institutional lenders, institutional investors or any of the foregoing and whether provided under the original agreement, indenture or other documentation relating thereto.

“Debt Issuances” means, with respect to the Company or any Subsidiary Guarantor, one or more issuances after the Issue Date of Debt evidenced by notes, debentures, bonds or other similar securities or instruments.

“Default” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in SECTION 2.3 hereof as the Depositary with respect to the Notes, until a successor shall have been appointed and become such pursuant to SECTION 2.6 hereof, and, thereafter, “Depositary” shall mean or include such successor.

“Derivative Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/ or the creditworthiness of the Company and/or any one or more of the Guarantors (the “Performance References”).

“Distribution Compliance Period,” with respect to any Note, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such Note is first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S, notice of which day shall be promptly given by the Company to the Trustee, and (b) the date of issuance with respect to such Note or any predecessor of such Note.

“DTC” means The Depository Trust Company.

“Eligible Bank” means a bank or trust company (i) that is organized and existing under the laws of the United States of America or Canada, or any state, territory, province or possession thereof, (ii) that, as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500.0 million and (iii) the senior Debt of which is rated at least “A-2” by Moody’s or at least “A” by S&P.

“Eligible Cash Equivalents” means any of the following Investments: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any Eligible Bank, provided that such Investments have a maturity date not more than two years after date of acquisition and that the Average Life of all such Investments is one year or less from the respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof, provided that such Investments mature, or are subject to tender at the option of the holder thereof, within 24 months after the date of acquisition and, at the time of acquisition, have a rating of at least A from S&P or A-2 from Moody’s (or an equivalent rating by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the Company and other than structured investment vehicles, provided that such Investments have one of the two highest ratings obtainable from either S&P or Moody’s and mature within 180 days after the date of acquisition; (vi) overnight and demand deposits in and bankers’

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acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; (vii) money market funds substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vi); (viii) Debt or Preferred Stock issued by Persons with a rating of ”A” or higher from S&P or ”A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and (ix) instruments equivalent to those referred to in clauses (i) through (vi) and (viii) above or funds equivalent to those referred to in clause (vii) above denominated in Euros or any other foreign currency comparable in credit quality and tender to those referred to in such clauses and customarily used by corporations for cash management purposes in jurisdictions outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction, all as determined in good faith by the Company.

“Euroclear” means Euroclear Bank S.A./N.Y., as operator of Euroclear systems Clearance System or any successor securities clearing agency.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Property” means (i) any property to the extent that a grant of a security interest is prohibited by applicable law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or evidencing or creating any purchase money lien or capital lease obligation regarding such property permitted by this Indenture, except to the extent that applicable law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law,(ii) certain vehicles of the Company, (iii) any leasehold interest in real property and any fee owned real property not constituting Material Real Property, (iv) any items specifically excluded from the definition of “Pledged Stock” in the Security Documents, including voting stock in any foreign subsidiary in excess of 65% of all voting stock of such foreign subsidiary, in excess of 65% of any interest in certain entities that own stock or interests in a foreign subsidiary, or the capital stock of Triumph Receivables, LLC or Triumph Group Charitable Foundation and (v) any property or assets if the Company shall determine acting in a commercially reasonable manner that the cost to the Company or any Guarantors of creating or perfecting such security interests in such property or assets in favor of the Collateral Trustee for the benefit of the secured parties is excessive in relation to the benefits to be obtained therefrom by the secured parties.

“Existing Notes” means the 2022 Senior Notes, the 2024 Second Lien Notes and the 2025 Senior Notes.

“Existing Receivables Facility” means the receivables purchase agreement dated as of August 7, 2008, as amended from time to time, among Triumph Receivables, LLC, as seller, the Company, as servicer, the various purchaser groups from time to time party thereto, and PNC Bank, National Association as administrator, together with all related notes, letters of credit, collateral documents, Guarantees, and any other related agreements and instruments executed and delivered in connection therewith (including without limitation the purchase and sale agreement dated August 7, 2008, as amended from time to time, among the Company, individually and as servicer, Triumph Receivables, LLC and the other Subsidiaries party thereto), in each case as further amended, modified, supplemented, restated, refinanced, refunded or replaced in whole or in part from time to time including by or pursuant to any agreement or instrument that extends the maturity of any Debt thereunder, or increases the amount of available borrowings thereunder (provided that such increase in borrowings is permitted under clause (i) or (xiv) of the definition of the term “Permitted Debt”), or adds Subsidiaries of the Company as additional sellers, originators, borrowers or guarantors thereunder, in each case with respect to such agreement or any successor or replacement agreement and whether by the same or any other agent, lender, group of lenders, purchasers or debt holders.

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“Expiration Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Fair Market Value” means, with respect to the consideration received or paid in any transaction or series of transactions, the fair market value thereof as determined in good faith by the Company.

“First Lien Documents” shall mean, collectively, this Indenture, the Security Documents and all agreements, documents and instruments at any time executed and/ or delivered by the Company or any Guarantor or any other Person to, with or in favor of any First Lien Secured Party in connection therewith or related thereto, as all of the foregoing now exist or may hereafter be amended, modified, supplemented, restated, refinanced, replaced or restructured (in whole or in part and including any agreements with, to or in favor of any other lender or group of lenders that at any time refinances or succeeds to all or any portion of the First Lien Obligations on the terms set forth in the First-Second Intercreditor Agreement or the Collateral Trust Agreement).

“First Lien Obligations” means all obligations under this Indenture and the Notes, the Security Documents and any other obligations which are secured by a Lien ranking on an equal priority basis with the Lien securing the obligations under this Indenture, including any Permitted Additional First Lien Secured Obligations.

“First Lien Secured Debt” means, without duplication, any Debt of the Company and its Restricted Subsidiaries that constitutes First Lien Obligations.

“First Lien Secured Debt Cap” means, as of any date of determination, an amount of First Lien Secured Debt outstanding (including the outstanding Receivables Transaction Amount relating to Qualified Receivables Transactions) equal to the greatest principal amount of First Lien Secured Debt that could have been Incurred on such date so long as the Company’s First Lien Secured Leverage Ratio for its most recently ended Four-Quarter Period would not have been in excess of 2.5 to 1.0.

“First Lien Secured Leverage Ratio” means, as of any date of determination (the “Determination Date”), the ratio of (a) the aggregate principal amount of First Lien Secured Debt of the Company and its Restricted Subsidiaries outstanding on the Determination Date (excluding any Hedging Obligations or Swap Contracts, in each case, not entered into for speculative purposes but including the outstanding Receivables Transaction Amount relating to Qualified Receivables Transactions) less the aggregate amount of unrestricted cash and Eligible Cash Equivalents of such Person and its Restricted Subsidiaries as of such date of determination (provided that any such reduction in the Secured Debt calculated pursuant to this clause (a) shall be in an amount not to exceed $20.0 million) to (b) Consolidated Cash Flow Available for Fixed Charges for the most recently ended Four-Quarter Period for which internal financial statements are available prior to the Determination Date. For purposes of making the computation referred to above, the First Lien Secured Leverage Ratio shall be calculated, if applicable, on a pro forma basis in respect of clauses (a) and (b) thereof as are appropriate and consistent with the pro forma adjustments set forth in the definition of “Consolidated Fixed Charge Coverage Ratio”.

“First Lien Secured Parties” means (a) with respect to this Indenture, collectively, the Collateral Trustee, the Trustee and the Holders, and each co-agent or sub-agent appointed by the Collateral Trustee or Trustee from time to time and (b) with respect to any other First Lien Document, all lenders, holders or agents thereunder to which any First Lien Obligations are owing.

“First Priority Collateral” means any collateral or other assets with respect to which a Lien is granted or purported to be granted pursuant to any First Lien Documents or any Security Documents, as applicable, as security for any First Lien Obligations.

“First-Second Intercreditor Agreement” means the amended and restated intercreditor agreement between the Company, the Guarantors, the Collateral Trustee, on behalf of itself, the Trustee and the Holders of the Notes, and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, dated as of the Issue Date.

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“Four-Quarter Period” has the meaning set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”

“GAAP” means generally accepted accounting principles in the United States, consistently applied, as set forth in (i) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (ii) statements and pronouncements of the Financial Accounting Standards Board, and (iii) such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as they are in effect as of the Issue Date.

“Global Note Legend” means the legend identified as such in SECTION 2.6(e)(ii) hereto.

“Global Notes” means the Notes in global form and registered in the name of the Depositary or its nominee that are in the form of Exhibit A attached hereto.

“Guarantee” means, as applied to any Debt of another Person, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the normal course of business), direct or indirect, in any manner, of any part or all of such Debt, (ii) any direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Debt of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment (or payment of damages in the event of non-payment) of all or any part of such Debt of another Person (and “Guaranteed” and “Guaranteeing” shall have meanings that correspond to the foregoing).

“Guarantor” means any Person that Guarantees the Notes in accordance with the provisions of this Indenture and their respective successors and assigns.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any interest rate agreement, currency agreement or commodity agreement entered into in the ordinary course of the Company’s business.

“Holder” means a Person in whose name a Note is registered in the Note Register.

“IAI” means an institution that is an “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and is not a QIB.

“Immaterial Subsidiary” means (i) Triumph Group Charitable Foundation, (ii) while the Existing Receivables Facility remains in place and so long as the SP Sub owns no assets other than trade accounts receivable, related rights, related lock-box bank accounts and proceeds thereof and sufficient other assets that, when added to the foregoing, enables it to satisfy the minimum tangible net worth test set forth in the Existing Receivables Facility and any such immaterial other assets that are necessary or appropriate for the SP Sub to maintain an arm’s-length relationship with the Company and Guarantors, the SP Sub, and (iii) any Subsidiary (a) in which the aggregate Investment (without duplication) by the Company and Guarantors is less than $10,000,000.00 and (b) which represented less than 5% of Consolidated Cash Flow Available for Fixed Charges for the most recently ended four (4) fiscal quarters; provided, however, that all Immaterial Subsidiaries described in clause (iii) of this definition shall not represent, in the aggregate, (x) more than 5% of Consolidated Cash Flow Available for Fixed Charges or (y) more than 5% of consolidated total assets of the Company and its Subsidiaries.

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“Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or other obligation on the balance sheet of such Person; provided, however, that a change in GAAP or an interpretation thereunder that results in an obligation of such Person that exists at such time becoming Debt shall not be deemed an Incurrence of such Debt. Debt otherwise Incurred by a Person before it becomes a Subsidiary of the Company shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary of the Company. “Incurrence,” “Incurred,” “Incurrable” and “Incurring” shall have meanings that correspond to the foregoing. A Guarantee by the Company or a Restricted Subsidiary of Debt Incurred by the Company or a Restricted Subsidiary, as applicable, shall not be a separate Incurrence of Debt. In addition, the following shall not be deemed a separate Incurrence of Debt:

(1)    amortization of Debt discount or accretion of principal with respect to a non-interest bearing or other discount security;

(2)    the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Capital Interests in the form of additional Capital Interests of the same class and with the same terms;

(3)    the obligation to pay a premium in respect of Debt arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Debt; and

(4)    unrealized losses or charges in respect of Hedging Obligations and Swap Contracts, in each case, not entered into for speculative purposes.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Initial Notes” has the meaning set forth in the preamble to this Indenture.

“Investment” by any Person means any direct or indirect loan, advance (or other extension of credit) or capital contribution to (by means of any transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including, without limitation, the following: (i) the purchase or acquisition of any Capital Interest or other evidence of beneficial ownership in another Person; (ii) the purchase, acquisition or Guarantee of the Debt of another Person; and (iii) the purchase or acquisition of the business or assets of another Person substantially as an entirety but shall exclude: (a) accounts receivable and other extensions of trade credit in accordance with the Company’s customary practices; (b) the acquisition of property and assets from suppliers and other vendors in the normal course of business; and (c) prepaid expenses and workers’ compensation, utility, lease and similar deposits, in the normal course of business.

“Investment Grade Rating” designates a rating of BBB- or higher by S&P or Baa3 or higher by Moody’s or the equivalent of such ratings by S&P or Moody’s. In the event that the Company shall select any other Rating Agency as provided under the definition of the term “Rating Agencies,” the equivalent of such ratings by such Rating Agency shall be used.

“Issue Date” means August 17, 2020, the date of original issuance of the Notes.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York, the city in which the principal Corporate Trust Office of the Trustee is located or at a place of payment are authorized or required by law, regulation or executive order to remain closed. If a payment date in a place of payment is a Legal Holiday, payment shall be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

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“Lien” means, with respect to any property or other asset, any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, assignment, deposit arrangement, security interest, lien (statutory or otherwise), charge, easement, encumbrance, preference, priority or other security agreement on or with respect to such property or other asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

“Limited Condition Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing; provided that the Consolidated Net Income (and any other financial term derived therefrom), other than for purposes of calculating any ratios in connection with the Limited Condition Acquisition, shall not include any Consolidated Net Income of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred.

“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/ or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Material Debt Facilities” means any Debt Facility with an aggregate outstanding principal amount equal to or greater than $25.0 million.

“Material Real Property” means on the Issue Date, each fee-owned real property with a book value of greater than $5.0 million per property or after the Issue Date, each fee-owned real property acquired after the Issue Date with a purchase price of greater than $5.0 million per property, provided that the Company’s Milledgeville facility shall not be a Material Real Property.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Cash Proceeds” means, with respect to Asset Sales of any Person, cash and Eligible Cash Equivalents received, net of: (i) all reasonable out-of-pocket costs and expenses of such Person incurred in connection with such a sale, including, without limitation, all legal, accounting, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) all payments made by such Person on any Debt that is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Debt or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other than the Company or a Restricted Subsidiary thereof) in connection with such Asset Sale; and (iii) all contractually required distributions and other payments made to minority interest holders in Restricted Subsidiaries of such Person as a result of such transaction; provided, however, that: (a) in the event that any consideration for an Asset Sale (which would otherwise constitute Net Cash Proceeds) is required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion thereof) shall become Net Cash Proceeds only at such time as it is released to such Person from escrow or otherwise; and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall become Net Cash Proceeds only at such time as it is so converted.

“Net Short” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have

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been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions) to have occurred with respect to the Company or any Guarantor immediately prior to such date of determination.

“Non-Recourse Receivable Subsidiary Indebtedness” has the meaning set forth in the definition of “Receivable Subsidiary” and shall, for the avoidance of doubt, include Debt under the Existing Receivables Facility.

“Note Custodian” means the Trustee when serving as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto.

“Note Guarantee” means the Guarantee of each Guarantor of the Notes.

“Notes” has the meaning set forth in the preamble to this Indenture.

“Obligations” means, with respect to any Debt, any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and Guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing such Debt.

“Offer” has the meaning set forth in the definition of “Offer to Purchase.”

“Offer to Purchase” means a written offer (the “Offer”) sent by the Company electronically or by first class mail, postage prepaid, to each Holder at his address appearing in the Note Register on the date of the Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Offer at the purchase price set forth in such Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the offer shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer and a settlement date (the “Purchase Date”) for purchase of Notes within five (5) Business Days after the Expiration Date. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also state:

(1)    the Section of this Indenture pursuant to which the Offer to Purchase is being made;

(2)    the Expiration Date and the Purchase Date;

(3)    the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to Indenture covenants requiring the Offer to Purchase) (the “Purchase Amount”);

(4)    the purchase price to be paid by the Company for each Note accepted for payment (as specified pursuant to this Indenture) (the “Purchase Price”);

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(5)    that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a minimum amount of $2,000 principal amount (and integral multiples of $1,000 in excess thereof);

(6)    the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase, if applicable;

(7)    that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Note not tendered or tendered but not purchased by the Company pursuant to the Offer to Purchase will continue to accrue interest at the same rate;

(8)    that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Offer to Purchase;

(9)    that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in the Offer prior to the close of business on the Expiration Date (such Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);

(10)    that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;

(11)    that if less than all of such holder’s Notes are tendered for purchase, such Holder will be issued new Notes, such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered and the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess of $2,000; and

(12)    if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.

“Offering Memorandum” means the offering memorandum of the Company dated August 5, 2020 relating to the offer and sale of the Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice-President of such Person.

“Officer’s Certificate” means a certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company or such Guarantor, as applicable.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, and which opinion shall be addressed to the Trustee and/or the Collateral Trustee, as applicable in their respective capacities as such, and shall comply with any applicable provisions herein. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

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“Pari Passu Debt” means Debt that ranks equally in right of payment to the Notes, in the case of the Company, or the Note Guarantees, in the case of any Guarantor (without giving effect to collateral arrangements).

“Participant” means, with respect to DTC, a Person who has an account with DTC.

“Paying Agent” means any Person authorized by the Issuer to pay the principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance, covenant defeasance or similar payment with respect to, any Notes on behalf of the Issuer.

“Performance Guaranty” means the performance guaranty dated as of August 7, 2008, as amended from time to time, by the Company, as performance guarantor, in favor of PNC Bank, National Association for the benefit of the various purchaser groups pursuant to the Existing Receivables Facility.

“Permitted Additional First Lien Secured Obligations” means any Additional Notes issued pursuant to this Indenture or other Debt that is Pari Passu Debt that is secured by a Lien on the Collateral ranking on an equal priority basis with the Lien on the Collateral securing the Notes and the Note Guarantees (and that was permitted to be so secured under each applicable Security Document), in either case as permitted by this Indenture; provided that (i) the representative of such Debt (x) becomes subject to the First-Second Intercreditor Agreement and agrees to be bound thereby, and (y) executes a joinder to the Collateral Trust Agreement and agrees to be bound thereby and (ii) the Company has designated such Debt as (a) “First Lien Obligations” under this Indenture and the First-Second Intercreditor Agreement and as “Additional Secured Debt” under the Collateral Trust Agreement and (b) if applicable, as a “Credit Facility” or as “Hedging Obligations” or “Banking Services Obligations” in each case under the Collateral Trust Agreement.

“Permitted Additional Second Lien Secured Obligations” means any Debt that is secured by a Lien on the Collateral ranking junior in priority to the Lien on the Collateral securing the Notes and the Note Guarantees (and that was permitted to be so secured under each Security Document and Second Lien Security Document), as permitted by this Indenture; provided that (i) the representative of such Debt executes a joinder agreement to the First-Second Intercreditor Agreement, agreeing to be bound thereby and (ii) the Company has designated such Debt as “Second Lien Obligations” under this Indenture and the First-Second Intercreditor Agreement.

“Permitted Business” means any business similar in nature to any business conducted by the Company and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the business conducted by the Company and the Restricted Subsidiaries on the Issue Date, in each case, as determined in good faith by the Company.

“Permitted Convertible Notes” means Convertible Notes issued after the Issue Date, in one or more transactions, with an aggregate principal amount of up to $150.0 million.

“Permitted Debt” means:

(i)    Debt Incurred pursuant to any Debt Facilities in an aggregate principal amount at any one time outstanding not to exceed the greater of (1) $700.0 million less the amount of Notes issued on the Issue Date that are then outstanding and constitute First Lien Obligations and (2) the Secured Debt Cap; provided that for purposes of determining the amount that may be incurred under clause (i)(2) hereof, all Debt Incurred under this clause (i) shall be deemed to be included in the definition of “Secured Debt”; provided, further, that the amount of First Lien Secured Debt incurred pursuant to this clause (i)(2) shall not exceed the First Lien Secured Debt Cap;

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(ii)    Debt under the Notes issued on the Issue Date and contribution, indemnification and reimbursement obligations owed by the Company or any Guarantor to any of the other of them in respect of amounts paid or payable on such Notes;

(iii)    Guarantees of the Notes (including future Guarantees of such Notes);

(iv)    Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than Debt described in clauses (i), (ii) or (iii) above), including without limitation, Debt under the 2024 Second Lien Notes, the 2025 Senior Notes, the 2022 Senior Notes and the Performance Guaranty under the Existing Receivables Facility;

(v)    intercompany Debt between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, provided that if for any reason such Debt ceases to be held by the Company or a Restricted Subsidiary, as applicable, such Debt shall cease to be Permitted Debt under this clause (v) and shall be deemed Incurred as Debt of the Company or a Restricted Subsidiary, as applicable, for purposes of this Indenture;

(vi)    Guarantees Incurred by the Company of Debt of a Restricted Subsidiary otherwise permitted to be incurred under this Indenture; provided that such Guarantees are subordinated to the Notes to the same extent as the Debt being Guaranteed if such Debt is a Subordinated Obligation;

(vii)    Guarantees by any Restricted Subsidiary of Debt of the Company or any Restricted Subsidiary, including Guarantees by any Restricted Subsidiary of Debt under the Debt Facilities otherwise permitted to be incurred under this Indenture; provided that such Guarantees are subordinated to the Notes to the same extent as the Debt being Guaranteed if such Debt is a Subordinated Obligation;

(viii)    Debt incurred in respect of workers’ compensation claims and self-insurance obligations, and, for the avoidance of doubt, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit for operating purposes and completion Guarantees provided or incurred (including Guarantees thereof) by the Company or a Restricted Subsidiary in the ordinary course of business;

(ix)    Debt under Swap Contracts and Hedging Obligations, in each case, not entered into for speculative purposes;

(x)    Debt of the Company or any Restricted Subsidiary pursuant to Capital Lease Obligations and Purchase Money Debt, provided that the aggregate principal amount of such Debt outstanding at any time may not exceed $150.0 million in the aggregate;

(xi)    Debt arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Interests of a Restricted Subsidiary otherwise permitted under this Indenture;

(xii)    the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of Preferred Interests; provided, however, that:

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(a)    any subsequent issuance or transfer of Capital Interests that results in any such Preferred Interests being held by a Person other than the Company or a Restricted Subsidiary; and

(b)    any sale or other transfer of any such Preferred Interests to a Person that is not either the Company or a Restricted Subsidiary;

shall be deemed, in each case, to constitute an issuance of such Preferred Interests by such Restricted Subsidiary that was not permitted by this clause (xii);

(xiii)    Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five (5) Business Days of Incurrence;

(xiv)    Debt of the Company or any Restricted Subsidiary not otherwise permitted pursuant to this definition, in an aggregate principal amount not to exceed $150.0 million at any time outstanding;

(xv)    promissory notes, other than those issued to evidence Debt otherwise permitted hereunder, in an aggregate principal amount not to exceed $6.0 million;

(xvi)    Debt arising under the Supply Chain Financing Arrangements;

(xvii)    (a) Purchase Money Notes Incurred by any Receivable Subsidiary that is a Restricted Subsidiary in a Qualified Receivables Transaction and (b) Non-Recourse Receivable Subsidiary Indebtedness;

(xviii)    Refinancing Debt in respect of Debt Incurred pursuant to SECTION 4.9(a) or pursuant to clauses (ii), (iii) or (iv) above;

(xix)    Debt which (A) is contemplated by clause (x)(B) of the definition of “Debt” and (B) could be secured with a Lien pursuant to clause (q) of the definition of “Permitted Liens”;

(xx)    Standard Securitization Undertakings;

(xxi)    Debt in respect of Permitted Convertible Notes; and

(xxii)    Guarantees incurred by the Company or any Restricted Subsidiary of Debt in connection with one or more Qualified Receivables Transactions, in an aggregate principal amount not to exceed $100.0 million.

“Permitted Investments” means:

(a)    Investments in existence on the Issue Date;

(b)    Investments required pursuant to any agreement or obligation of the Company or a Restricted Subsidiary, in effect on the Issue Date, to make such Investments;

(c)    Investments in cash and Eligible Cash Equivalents;

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(d)    Investments in property and other assets, owned or used by the Company or any Restricted Subsidiary in the normal course of business;

(e)    Investments by the Company or any of its Restricted Subsidiaries in the Company or any Restricted Subsidiary;

(f)    Investments by the Company or any Restricted Subsidiary in a Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated or wound-up into, the Company or a Restricted Subsidiary;

(g)    Swap Contracts and Hedging Obligations, in each case, not entered into for speculative purposes;

(h)    receivables owing to the Company or any of its Subsidiaries and advances to suppliers, in each case if created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(i)    Investments received in settlement of obligations owed to the Company or any Restricted Subsidiary and as a result of bankruptcy or insolvency proceedings or upon the foreclosure or enforcement of any Lien in favor of the Company or any Restricted Subsidiary;

(j)    Investments in joint ventures not to exceed $50.0 million in the aggregate at any one time outstanding;

(k)    Investments by the Company or any Restricted Subsidiary not otherwise permitted under this definition, in an aggregate amount not to exceed $150.0 million at any one time outstanding;

(l)    loans and advances (including for travel and relocation) to employees in an amount not to exceed $10.0 million in the aggregate at any one time outstanding;

(m)    Investments the payment for which consists solely of Capital Interests (excluding Redeemable Capital Interests) of the Company;

(n)    any Investment in any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with SECTION 4.10 or any other disposition of property not constituting an Asset Sale; provided that such Investments shall be pledged as Collateral to the extent the assets subject to the Asset Sale constituted Collateral to the extent required under this Indenture and the Security Documents;

(o)    payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business and consistent with past practice;

(p)    Guarantees by the Company or any Restricted Subsidiary of Debt of the Company or a Restricted Subsidiary (other than a Receivable Subsidiary) otherwise permitted by SECTION 4.9;

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(q)    any Investment by the Company or any Restricted Subsidiary in a Receivable Subsidiary or any Investment by a Receivable Subsidiary in any other Person in connection with a Qualified Receivables Transaction, so long as any Investment in a Receivable Subsidiary is in consideration of a Purchase Money Note or an Investment in Capital Interests; and

(r)    Investments in connection with any actions taken in connection with any Convertible Notes under and pursuant to such Convertible Notes or any indenture governing such Convertible Notes.

“Permitted Liens” means:

(a)    Liens which secure Debt incurred pursuant to clause (i) of the definition of “Permitted Debt”;

(b)    Liens in favor of the Company or any Restricted Subsidiary;

(c)    Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company, provided that such Liens were not incurred in contemplation of or in connection with such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;

(d)    Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were not incurred in contemplation of or in connection with such acquisition and do not extend to any property other than the property so acquired by the Company or the Restricted Subsidiary;

(e)    Liens existing on the Issue Date (other than Liens permitted under clause (x));

(f)    pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(g)    Liens imposed by law, including carriers’, warehousemen’s and mechanics’ materialmen’s and repairmen’s Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made in respect thereof;

(h)    Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings provided that appropriate reserves required pursuant to GAAP have been made in respect thereof;

(i)    Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not secure Debt;

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(j)    Liens securing Swap Contracts and Hedging Obligations, in each case, not entered into for speculative purposes, so long as the related Debt is, and is permitted to be under this Indenture, secured by a Lien on the same property securing the Hedging Obligations;

(k)    Liens relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that:

(i)    such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board; and

(ii)    such deposit account is not established by the Company or any Restricted Subsidiary for the purpose of providing collateral to the depository institution;

(l)    any Lien resulting from the deposit of money or other cash equivalents or other evidence of indebtedness in trust for the purpose of defeasing Debt of the Company or any Restricted Subsidiary; provided that the incurrence of Debt and such defeasance or satisfaction and discharge are not prohibited by this Indenture;

(m)    Liens securing Obligations in respect of Debt (including Capital Lease Obligations and Purchase Money Debt) permitted by clause (x) of the definition of “Permitted Debt” covering only the assets acquired, constructed, improved or developed with, or secured by, such Debt;

(n)    Liens securing Debt of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed $10.0 million at any one time outstanding;

(o)    Liens securing Obligations in respect of Debt of Subsidiaries other than Subsidiary Guarantors permitted to be incurred under this Indenture; provided that such Liens attach only to assets of Subsidiaries other than Subsidiary Guarantors; provided, further, that such assets of such Subsidiaries do not constitute Collateral;

(p)    Liens securing Debt permitted by clause (xv) of the definition of “Permitted Debt”;

(q)    Liens on Capital Interests of an Unrestricted Subsidiary that secure Debt or other obligations of such Unrestricted Subsidiary;

(r)    Liens securing Obligations in respect of Refinancing Debt; provided that any such Lien covers only the assets that secure the Debt being refinanced; provided, further, that in each case the priority of such Lien securing such Refinancing Debt is equal to or junior to the Lien securing the Debt being extended, replaced, refunded, refinanced, renewed or defeased;

(s)    leases, subleases, survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Debt and which do not in the aggregate materially impair the use of such properties in the operation of the business of the Company and its Subsidiaries;

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(t)    Liens on assets transferred to a Receivable Subsidiary or on assets of a Receivable Subsidiary, in either case incurred in connection with a Qualified Receivables Transaction;

(u)    Liens arising under the Supply Chain Financing Arrangements;

(v)    Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and the Restricted Subsidiaries in the ordinary course of business;

(w)    judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(x)    Liens securing the Notes and the Note Guarantees issued on the Issue Date and any obligations owing to the Trustee or the Collateral Trustee under this Indenture or the Security Documents;

(y)    Liens securing Permitted Additional Second Lien Secured Obligations in respect of Debt permitted to be incurred pursuant to SECTION 4.9 (including, without limitation, Debt incurred under one or more Debt Facilities), so long as after giving effect to such incurrence and such Liens the Secured Leverage Ratio of the Company and its Restricted Subsidiaries shall be equal to or less than the Secured Debt Cap; and

(z)    Liens securing obligations to any lender under Debt Facilities or any Affiliate of such a lender, solely in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds or Liens securing cash or Eligible Cash Equivalents pursuant to cash management arrangements in the ordinary course of business.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Interests,” as applied to the Capital Interests in any Person, means Capital Interests in such Person of any class or classes (however designated) that rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Common Interests in such Person.

“Purchase Amount” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Money Debt” means Debt

(i)    incurred to finance the purchase or construction (including additions and improvements thereto) of any assets (other than Capital Interests) of such Person or any Restricted Subsidiary; and

(ii)    that is secured by a Lien on such assets where the lender’s sole security is to the assets so purchased or constructed; and

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in either case that does not exceed 100% of the cost and to the extent the purchase or construction prices for such assets are or should be included in “addition to property, plant or equipment” in accordance with GAAP.

“Purchase Money Note” means a promissory note of a Receivable Subsidiary to the Company or any Restricted Subsidiary, which note must be repaid from cash available to the Receivable Subsidiary, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated receivables. The repayment of a Purchase Money Note may be subordinated to the repayment of other liabilities of the Receivable Subsidiary on terms determined in good faith by the Company to be substantially consistent with market practice in connection with Qualified Receivables Transactions.

“Purchase Price” has the meaning set forth in the definition of “Offer to Purchase.”

“Qualified Capital Interests” in any Person means a class of Capital Interests other than Redeemable Capital Interests.

“Qualified Equity Offering” means (i) an underwritten public equity offering of Qualified Capital Interests pursuant to an effective registration statement under the Securities Act or (ii) a private equity offering of Qualified Capital Interests of the Company, or any direct or indirect parent company of the Company, other than (x) any such public or private sale to an entity that is an Affiliate of the Company and (y) any public offerings registered on Form S-8; provided that, in the case of an offering or sale by a direct or indirect parent company of the Company, such parent company contributes to the capital of the Company the portion of the Net Cash Proceeds of such offering or sale necessary to pay the aggregate Redemption Price (plus accrued interest to the redemption date) of the Notes to be redeemed pursuant to SECTION 3.7.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or such Restricted Subsidiary transfers to (a) a Receivable Subsidiary (in the case of a transfer by the Company or any of its Restricted Subsidiaries) or (b) any other Person (in the case of a transfer by a Receivable Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with an accounts receivable financing transaction; provided such transaction is on market terms as determined in good faith by the Company at the time the Company or such Restricted Subsidiary enters into such transaction. For the avoidance of doubt, on the Issue Date, the Existing Receivables Facility shall qualify as a Qualified Receivables Transaction.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available other than as a result of actions by the Company, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivable Subsidiary” means a Subsidiary of the Company:

(1)    that is formed solely for the purpose of, and that engages in no activities other than activities in connection with, financing accounts receivable of the Company and/or its Restricted Subsidiaries;

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(2)    that is designated by the Board of Directors as a Receivable Subsidiary pursuant to an Officer’s Certificate that is delivered to the Trustee;

(3)    that is either (a) a Restricted Subsidiary or (b) an Unrestricted Subsidiary designated in accordance with SECTION 4.18;

(4)    no portion of the Debt or any other obligation (contingent or otherwise) of which (a) is at any time Guaranteed by the Company or any Restricted Subsidiary (excluding Guarantees of obligations (other than any Guarantee of Debt) pursuant to Standard Securitization Undertakings), (b) is at any time recourse to or obligates the Company or any Restricted Subsidiary in any way, other than pursuant to Standard Securitization Undertakings, or (c) subjects any asset of the Company or any other Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings (such Debt, “Non-Recourse Receivable Subsidiary Indebtedness”);

(5)    with which neither the Company nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than (a) contracts, agreements, arrangements and understandings entered into in the ordinary course of business on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company in connection with a Qualified Receivables Transaction as determined in good faith by the Board of Directors of the Company, (b) fees payable in the ordinary course of business in connection with servicing accounts receivable in connection with such a Qualified Receivables Transaction as determined in good faith by the Board of Directors of the Company and (c) any Purchase Money Note issued by such Receivable Subsidiary to the Company or a Restricted Subsidiary; and

(6)    with respect to which neither the Company nor any other Restricted Subsidiary has any obligation (a) to subscribe for additional shares of Capital Interests therein or make any additional capital contribution or similar payment or transfer thereto except in connection with a Qualified Receivables Transaction or (b) to maintain or preserve the solvency or any balance sheet term, financial condition, level of income or results of operations thereof.

For the avoidance of doubt, on the Issue Date, Triumph Receivables, LLC shall qualify as a Receivable Subsidiary.

“Receivables Purchase Agreement” means the receivables purchase agreement among Triumph Aerostructures, LLC, Triumph Aerostructures – Tulsa, LLC, the Company, as servicer, and the Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as buyer, entered into as of March 28, 2016.

“Receivables Transaction Amount” means, (a) with respect to any Qualified Receivables Transaction entered into by the Company or a Restricted Subsidiary and structured as a sale of receivables and related assets by the Company or such Restricted Subsidiary rather than a secured loan to the Company or such Restricted Subsidiary, the amount of obligations outstanding under the legal documents entered into as part of such Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables Transaction were structured as a secured lending transaction rather than as a sale and (b) with respect to any Qualified Receivables Transaction entered into by the Company or a Restricted Subsidiary and structured as a secured loan to the Company or such Restricted Subsidiary, the principal amount of such loan.

“Redeemable Capital Interests” in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed (other than in exchange for Qualified

27

Capital Interests), is redeemable (other than in exchange for Qualified Capital Interests) at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Debt of such Person at the option of the holder thereof, in whole or in part, at any time prior to the Stated Maturity of the Notes; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Capital Interests. Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Interests solely because the holders of the equity security have the right to require the Company to repurchase such equity security upon the occurrence of a Change of Control or an Asset Sale will not constitute Redeemable Capital Interests if the terms of such equity security provide that the Company may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with SECTION 4.7. The amount of Redeemable Capital Interests deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof, exclusive of accrued dividends.

“Redemption Price,” when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Refinancing Debt” means Debt that refunds, refinances, renews, replaces or extends any Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the terms of this Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that

(i)    the Refinancing Debt is subordinated to the Notes or the Note Guarantees, as applicable, to at least the same extent as the Debt being refunded, refinanced or extended, if such Debt was subordinated to the Notes,

(ii)    the Refinancing Debt is scheduled to mature either (a) no earlier than the Debt being refunded, refinanced or extended or (b) at least 91 days after the maturity date of the Notes,

(iii)    the Refinancing Debt has an Average Life at the time such Refinancing Debt is Incurred that is equal to or greater than the Average Life of the Debt being refunded, refinanced, renewed, replaced or extended,

(iv)    such Refinancing Debt is in an aggregate principal amount that is less than or equal to the sum of (a) the aggregate principal or accreted amount (in the case of any Debt issued with original issue discount, as such) then outstanding under the Debt being refunded, refinanced, renewed, replaced or extended, (b) the amount of accrued and unpaid interest, if any, on such Debt being refinanced and any reasonably determined premium necessary to accomplish any such refinancing and (c) the amount of reasonable and customary fees, expenses and costs related to the Incurrence of such Refinancing Debt, and

(v)    such Refinancing Debt is Incurred by the same Person (or its successor) that initially Incurred the Debt being refunded, refinanced, renewed, replaced or extended, except that the Company may Incur Refinancing Debt to refund, refinance, renew, replace or extend Debt of any Restricted Subsidiary of the Company.

“Related Business Assets” means assets (other than cash or Eligible Cash Equivalents) used or useful in a Permitted Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Global Note” means a Global Note that is a Restricted Note.

“Restricted Note” has the meaning set forth in Rule 144(a)(3) under the Securities Act for the term “restricted securities”; provided, however, that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Note. Restricted Notes are required to bear the Restricted Notes Legend.

“Restricted Notes Legend” means the legend identified as such in SECTION 2.6(e)(i) hereto.

“Restricted Payment” is defined to mean any of the following:

(a)    any dividend or other distribution declared and paid on the Capital Interests in the Company or on the Capital Interests in any Restricted Subsidiary of the Company that are held by, or declared and paid to, any Person other than the Company or a Restricted Subsidiary of the Company, other than:

(i)    dividends, distributions or payments made solely in Qualified Capital Interests in the Company and

(ii)    dividends or distributions payable to the Company or a Restricted Subsidiary of the Company or to other holders of Capital Interests of a Restricted Subsidiary on a pro rata basis;

(b)    any payment made by the Company or any of its Restricted Subsidiaries to purchase, redeem, acquire or retire any Capital Interests in the Company (including the conversion into, or exchange for, Debt of any Capital Interests) other than any such Capital Interests owned by the Company or any Restricted Subsidiary (other than a payment made solely in Qualified Capital Interests in the Company);

(c)    any payment made by the Company or any of its Restricted Subsidiaries (other than a payment made solely in Qualified Capital Interests in the Company) to redeem, repurchase, defease (including an in substance or legal defeasance) or otherwise acquire or retire for value (including pursuant to mandatory repurchase covenants), prior to any scheduled maturity, scheduled sinking fund or mandatory redemption payment, Debt of the Company or any Guarantor that is subordinate in right of payment to the Notes or Note Guarantees (excluding any Debt owed to the Company or any Restricted Subsidiary); except payments of principal and interest in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, within one year of the due date thereof; provided, no Debt will be deemed to be subordinated in right of payment to any other Debt solely by virtue of being unsecured;

(d)    until March 1, 2021, any repurchase, redemption or other repayment by the Company or any of its Restricted Subsidiaries of the 2022 Senior Notes or the 2025 Senior Notes;

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(e)    any Investment by the Company or a Restricted Subsidiary in any Person, other than a Permitted Investment; and

(f)    any designation of a Restricted Subsidiary as an Unrestricted Subsidiary.

“Restricted Subsidiary” means any Subsidiary that has not been designated as an “Unrestricted Subsidiary” in accordance with this Indenture. For the avoidance of doubt, Triumph Receivables, LLC and Triumph Group Charitable Foundation will be Unrestricted Subsidiaries on the Issue Date.

“S&P” means Standard & Poor’s Ratings Group, Inc., a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Leaseback Transaction” means any direct or indirect arrangement pursuant to which property is sold or transferred by the Company or a Restricted Subsidiary and is thereafter leased back as a capital lease by the Company or a Restricted Subsidiary.

“Screened Affiliate” means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holders in connection with its investment in the Notes.

“Second Lien Collateral Agent” means (a) U.S. Bank National Association, as the collateral agent for the holders of the 2024 Second Lien Notes and any Permitted Additional Second Lien Secured Obligations and (b) any successor thereto.

“Second Lien Obligations” means (a) the 2024 Second Lien Notes and the other Obligations of the Company and the Guarantors under the 2024 Second Lien Notes and the 2024 Second Lien Notes Indenture and (b) any Permitted Additional Second Lien Secured Obligations.

“Second Lien Secured Parties” means (a) with respect to the 2024 Second Lien Notes Indenture, collectively, the 2024 Second Lien Notes Trustee, the Second Lien Collateral Agent and the holders of the 2024 Second Lien Notes from time to time and (b) with respect to any other Second Lien Obligation, all lenders, holders or agents thereunder to which Second Lien Obligations are owing.

“Second Lien Security Agreement” means the security agreement dated as of the September 23, 2019 among the Second Lien Collateral Agent, the Company and the Guarantors granting, among other things, a second priority Lien on the Collateral, subject to Permitted Liens, in favor of the Second Lien Collateral Agent for its benefit and for the benefit of the 2024 Second Lien Notes Trustee and the holders of the 2024 Second Lien Notes and the holders of any Permitted Additional Second Lien Secured Obligations, as amended, modified, restated, supplemented or replaced from time to time in accordance with its terms.

“Second Lien Security Documents” means the First-Second Intercreditor Agreement and the agreements pursuant to which security interests in the Collateral are granted to secure the 2024 Second Lien Notes and the related guarantees from time to time, including the Second Lien Security Agreement.

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“Second Priority Collateral” means any collateral or other assets with respect to which a Lien is granted or purported to be granted pursuant to this Indenture or any Security Documents, as applicable, as security for any Second Lien Obligations.

“Secured Debt” means, without duplication, any Debt secured by a Lien.

“Secured Debt Cap” means, as of any date of determination, an amount of Secured Debt (including the outstanding Receivables Transaction Amount relating to Qualified Receivables Transactions) equal to the greatest principal amount of Secured Debt that could have been Incurred on such date so long as the Company’s Secured Leverage Ratio for its most recently ended Four-Quarter Period would not have been in excess of 4.25 to 1.0.

“Secured Debt Representative” has the meaning as set forth in the Collateral Trust Agreement.

“Secured Leverage Ratio” means, as of any date of determination (the “Determination Date”), the ratio of (a) the aggregate principal amount of Secured Debt of the Company and its Restricted Subsidiaries on the Determination Date (excluding any Hedging Obligations or Swap Contracts, in each case, not entered into for speculative purposes but including the outstanding Receivables Transaction Amount relating to Qualified Receivables Transactions) less the aggregate amount of unrestricted cash and Eligible Cash Equivalents of such Person and its Restricted Subsidiaries as of such date of determination (provided that any such reduction in the Secured Debt calculated pursuant to this clause (a) shall be in an amount not to exceed $20.0 million) to (b) Consolidated Cash Flow Available for Fixed Charges for the most recently ended Four-Quarter Period for which internal financial statements are available prior to the Determination Date. For purposes of making the computation referred to above, the Secured Leverage Ratio shall be calculated, if applicable, on a pro forma basis in respect of clauses (a) and (b) thereof as are appropriate and consistent with the pro forma adjustments set forth in the definition of Consolidated Fixed Charge Coverage Ratio.

“Secured Obligations” has the meaning as set forth in the Collateral Trust Agreement.

“Secured Parties” means the holders of the Secured Obligations, each Secured Debt Representative and the Collateral Trustee.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreement” means the security agreement to be dated as of the Issue Date among the Collateral Trustee, the Company and the Guarantors granting, among other things, a first priority Lien on the Collateral, subject to Permitted Liens, in favor of the Collateral Trustee for its benefit and for the benefit of the other First Lien Secured Parties, as amended, modified, restated, supplemented or replaced from time to time in accordance with its terms.

“Security Documents” means the Collateral Trust Agreement, the First-Second Intercreditor Agreement, the Security Agreement, or any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, deeds to secure debt, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by any Guarantor creating (or purporting to create) a first-priority Lien upon the Collateral in favor of the Collateral Trustee to secure the Notes and the Note Guarantees and other First Lien Obligations from time to time.

“Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

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“Significant Subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and Exchange Act, but shall not include any Unrestricted Subsidiary.

“SP Sub” shall mean Triumph Receivables, LLC, a wholly owned, bankruptcy remote Subsidiary of the Company.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary which are reasonably customary in an accounts receivable securitization transaction as determined in good faith by the Company, including Guarantees by the Company or any Restricted Subsidiary of any of the foregoing obligations of the Company or a Restricted Subsidiary.

“Stated Maturity,” when used with respect to (i) any Note or any installment of interest thereon, means the date specified in such Note as the fixed date on which the principal amount of such Note or such installment of interest is due and payable and (ii) any other Debt or any installment of interest thereon, means the date specified in the instrument governing such Debt as the fixed date on which the principal of such Debt or such installment of interest is due and payable.

“Subordinated Obligations” means any Debt of the Company or any Guarantor that is subordinate or junior in right of payment to the Notes or the Note Guarantees pursuant to a written agreement to that effect. For purposes of the foregoing, no Debt will be deemed to be subordinated in right of payment to any other Debt solely by virtue of being unsecured, by virtue of being unguaranteed, by virtue of being secured by different collateral or by virtue of the fact that the holders of any Secured Debt have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them or with respect to control of remedies.

“Subsidiary” means, with respect to any Person, any corporation, limited or general partnership, trust, association or other business entity of which more than 50% of the total voting power of shares of the Voting Interests is at the time owned, directly or indirectly, by:

(1)    such Person;

(2)    such Person and one or more Subsidiaries of such Person; or

(3)    one or more Subsidiaries of such Person.

“Subsidiary Guarantor” means each Subsidiary of the Company that is a Guarantor.

“Successor Entity” means a corporation or other entity that succeeds to and continues the business of Triumph Group, Inc.

“Supply Chain Financing Arrangements” means those certain supply chain financing arrangements pursuant to supplier finance agreements entered into from time to time by the Company or any of its subsidiaries with certain financial institutions, as purchasers of receivables, in each case on a non-recourse basis.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including, without limitation, any fuel price caps and fuel price collar or floor agreements and similar agreements or

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arrangements designed to protect against or manage fluctuations in fuel prices and any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended, as in effect on the date hereof.

“Transaction Date” has the meaning set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”

“Treasury Rate” means, as determined by the Company, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two (2) Business Days prior to the date fixed for prepayment (or, if such Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the then remaining term of the Notes to February 1, 2023; provided, however, that if the then remaining term of the Notes to February 1, 2023 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that, if the then remaining term of the Notes to February 1, 2023 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trustee” has the meaning set forth in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means the successor serving hereunder.

“Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.

“Unrestricted Global Note” means a Global Note that is an Unrestricted Note.

“Unrestricted Notes” means one or more Notes that do not and are not required to bear the Restricted Notes Legend.

“Unrestricted Subsidiary” means:

(1)    any Subsidiary designated as such herein or, after the Issue Date, by the Board of Directors pursuant to SECTION 4.18. in an Officer’s Certificate; and

(2)    any Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means securities that are (a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such

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U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt.

“Voting Interests” means, with respect to any Person, securities of any class or classes of Capital Interests in such Person entitling the holders thereof generally to vote on the election of members of the Board of Directors or comparable body of such Person.

SECTION 1.2. Other Definitions.

Term	Defined in Section
“Affiliate Transaction”		4.11
“Agent Members”		2.6
“Asset Sale Mandatory Redemption”		4.10
“Change of Control Offer”		4.14
“Change of Control Payment”		4.14
“covenant defeasance”		8.3
“Covenant Suspension Event”		4.21
“Default Direction”		6.2
“defeasance”		8.2
“Directing Holder”		6.2
“Discharge”		8.2
“Elected Amount”		4.9
“Event of Default”		6.1
“Excess Proceeds”		4.10
“Expiration Date”		3.9
“Initial Lien”		4.12
“legal defeasance”		8.2
“Note Register”		2.3
“Noteholder Direction”		6.2
“Offer Amount”		3.9
“Position Representation”		6.2
“Purchase Date”		3.9
“QIB”		2.1
“QIB Global Note”		2.1
“redemption date”		3.1
“Redemption Price Premium”		6.2
“Registrar”		2.3
“Regulation S”		2.1
“Regulation S Global Note”		2.1
“Reinstatement Date”		4.21
“Rule 144A”		2.1
“Satisfaction of the Notes”		4.21
“Second Change of Control Payment Date”		4.14
“Surviving Entity”		5.1
“Suspended Covenants”		4.21
“Suspension Period”		4.21
“Verification Covenant”		6.2

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SECTION 1.3. [Reserved].

SECTION 1.4. Rules of Construction.

Unless the context otherwise requires:

(1)    a term has the meaning assigned to it herein;

(2)    an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;

(3)    “or” is not exclusive;

(4)    words in the singular include the plural, and in the plural include the singular;

(5)    unless otherwise specified, any reference to a Section or an Article refers to such Section or Article of this Indenture;

(6)    provisions apply to successive events and transactions;

(7)    references to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time; and

(8)    When calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Company, be the date the definitive agreements for such Limited Condition Acquisition are entered into and such baskets or ratios shall be calculated with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio” after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated Cash Flow Available for Fixed Charges of the Company or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture and (y) such baskets or ratios shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, however, that (a) if any ratios improve or baskets increase as a result of such fluctuations, such improved ratios or baskets may be utilized and (b) if the Company elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Debt and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding

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thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, unless and until such Limited Condition Acquisition has been abandoned, as determined in good faith by the Company.

ARTICLE II

THE NOTES

SECTION 2.1. Form and Dating.

(a)    The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by SECTION 2.6 hereof.

Except as set forth in SECTION 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

(b)    The Initial Notes are being sold by the Issuer only (i) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) and (ii) in reliance on Regulation S under the Securities Act (“Regulation S”). After such initial offers, Initial Notes that are Restricted Notes may be transferred to QIBs, in reliance on Rule 144A, outside the United States pursuant to Regulation S or to the Company, in accordance with certain transfer restrictions. Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A (the “QIB Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial Notes that are offered in offshore transactions in reliance on Regulation S shall be issued in the form of one or more Global Notes substantially in the form set forth in Exhibit A (the “Regulation S Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Upon request of the Issuer, one or more permanent Global Notes substantially in the form set forth in Exhibit A (the “IAI Global Note”) shall be deposited with the Trustee, as Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided to

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accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The QIB Global Note, the Regulation S Global Note and the IAI Global Note, as applicable, shall each be issued with separate CUSIP numbers. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Note Custodian. Transfers of Notes between QIBs, IAIs and to or by purchasers pursuant to Regulation S shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in SECTION 2.16. For the avoidance of doubt, no IAI Global Note shall be executed by the Issuer and authenticated by the Trustee as of the Issue Date.

(c)    SECTION 2.1(b) shall apply only to Global Notes deposited with or on behalf of the Depositary.

The Issuer shall execute and the Trustee shall, in accordance with SECTION 2.1(b) and this SECTION 2.1(c), authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as Note Custodian.

Participants shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Note Custodian or under such Global Note, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any Agent or other agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note.

The Trustee shall have no responsibility or obligation to any Holder, any member of (or a participant in) DTC or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee may rely (and shall be fully protected in relying) upon information furnished by DTC with respect to its members, participants and any Beneficial Owners in the Notes.

(d)    Notes issued in certificated form, including Global Notes, shall be substantially in the form of Exhibit A attached hereto.

SECTION 2.2. Execution and Authentication.

An Officer shall sign the Notes for the Issuer by manual, electronic or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual, electronic or facsimile signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee shall, upon a written order of the Issuer signed by one Officer directing the Trustee to authenticate and deliver the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with (an “Authentication Order”), authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Notes, provided that no Opinion of Counsel shall be required with respect to the authentication of the Initial Notes on the Issue Date. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in SECTION 2.17 hereof.

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The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or the Issuer or an Affiliate of the Issuer.

SECTION 2.3. Registrar; Paying Agent.

The Issuer shall maintain (i) an office or agency where the Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency where Notes may be presented for payment to a Paying Agent. The Registrar shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents; provided, however, that at all times there shall be only one Note Register. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Issuer or any of its Restricted Subsidiaries may act as Paying Agent or Registrar.

The Issuer shall notify the Trustee and the Holders of the name and address of any Agent not a party to this Indenture. The Issuer or any Guarantor may act as Paying Agent or Registrar. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent.

The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and initially appoints the Corporate Trust Office of the Trustee as the office or agency of the Company for such purposes and as the office or agency of the Company where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served and the Trustee as the agent of the Issuer to receive such notices and demands.

The Issuer initially appoints DTC to act as the Depositary with respect to the Global Notes.

SECTION 2.4. Paying Agent to Hold Money in Trust.

The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in SECTION 6.1(7) hereof, the Trustee shall serve as Paying Agent for the Notes.

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SECTION 2.5. Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee at least seven (7) Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders, including the aggregate principal amount of the Notes held by each Holder thereof.

SECTION 2.6. Book-Entry Provisions for Global Securities.

(a)    Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by SECTION 2.6(e).

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b)    Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with SECTION 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default shall have occurred and is continuing and the Registrar shall have received a request from the Depositary in a Global Note to issue such Certificated Notes.

(c)    In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this SECTION 2.6, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations.

(d)    The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(e)    Legends. The following legends shall appear on the face of all Global Notes and Certificated Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i)    Private Placement Legend.

(1)    Unless and until the Company determines and there is delivered to the Trustee an Opinion of Counsel and a letter of representation of the Company to the effect that the following legend and the related restrictions on transfer are not required in order to maintain compliance with the provisions of the Securities Act, each Global Note and each Certificated Note (and all Notes issued in exchange therefor or substitution therefor) shall bear the legend in substantially the following form:

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THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: SIX MONTHS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OF AT LEAST $250,000 OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

(ii)    Global Note Legend. Each Global Note, Restricted Global Note or Unrestricted Global Note, shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY

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MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6(e)(vi) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(b) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii)    ERISA Legend. Each Global Note, Restricted Global Note or Unrestricted Global Note, shall bear a legend in substantially the following form:

BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

(iv)    Each Global Note shall bear the Global Note Legend on the face thereof.

(v)    CPDI Legend. Each Global Note, Restricted Global Note or Unrestricted Global Note, shall bear a legend in substantially the following form:

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THIS NOTE IS A “CONTINGENT PAYMENT DEBT INSTRUMENT” THAT HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR PURPOSES OF SECTIONS 1271-1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. A HOLDER OR BENEFICIAL OWNER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE FOR THIS NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE ISSUER AT 899 CASSATT ROAD, SUITE 210 BERWYN, PA 19312, ATTENTION: TREASURER AND VICE PRESIDENT.

(vi)    At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with SECTION 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction.

(f)    General Provisions Relating to Transfers and Exchanges.

(i)    To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Certificated Notes at the Registrar’s request.

(ii)    No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to SECTIONS 2.7, 2.10, 3.6, 4.10, 4.14 and 9.5 hereto).

(iii)    All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange.

(iv)    The Registrar shall not be required (A) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of 15 days before the day of any selection of Notes for redemption under SECTION 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(v)    [Reserved].

(vi)    Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent, the Guarantors and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes whatsoever, whether or not such Note is overdue, and none of the any Guarantor, the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

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(vii)    The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of SECTION 2.2 hereof. Except as provided in SECTION 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global Note.

(viii)    Each Holder agrees to provide reasonable indemnity to the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

(ix)    The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or Beneficial Owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(x)    Affiliates of the Company are prohibited from taking beneficial interest in one or more Restricted Global Notes.

SECTION 2.7. Replacement Notes.

If any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon the written order of the Issuer signed by an Officer of the Issuer, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge for their expenses in replacing a Note.

Every replacement Note is an additional obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

SECTION 2.8. Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this SECTION 2.8 as not outstanding. Except as set forth in SECTION 2.9 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

If a Note is replaced pursuant to SECTION 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under SECTION 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay all principal and interest payable on that date with respect to the Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

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SECTION 2.9. Treasury Notes.

In determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Affiliate of the Issuer shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes shown on the register as being owned shall be so disregarded. Notwithstanding the foregoing, Notes that are to be acquired by the Issuer or an Affiliate of the Issuer pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes passes to such entity.

SECTION 2.10. Temporary Notes.

Until Certificated Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes upon a written order of the Issuer signed by an Officer of the Issuer. Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall upon receipt of a written order of the Issuer signed by an Officer authenticate Certificated Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.11. Cancellation.

The Issuer at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder or which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. All Notes surrendered for registration of transfer, exchange or payment, if surrendered to any Person other than the Trustee, shall be delivered to the Trustee. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. Subject to SECTION 2.7 hereof, the Issuer may not issue new Notes to replace Notes that they have redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled Notes held by the Trustee shall be disposed of in accordance with its customary practice, and certification of their disposal delivered to the Issuer, unless by a written order, signed by an Officer of the Issuer, the Issuer shall direct that cancelled Notes be returned to it.

SECTION 2.12. Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest then borne by the Notes in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be at the earliest practicable date but in all events at least five (5) Business Days prior to the payment date, in each case at the rate provided in the Notes and in SECTION 4.1 hereof. The Issuer shall fix or cause to be fixed each such special record date and payment date and shall promptly thereafter notify the Trustee of any such date. At least 15 days before the special record date, the Issuer (or the Trustee, in the name and at the expense of the Issuer) shall deliver or cause to be delivered to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

SECTION 2.13. Record Date.

The Company may set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case

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of any such vote, prior to such vote, any such record date shall be the later of thirty (30) days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

SECTION 2.14. Computation of Interest.

Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

SECTION 2.15. CUSIP Number.

The Issuer in issuing the Notes may use a “CUSIP” and/or ISIN or other similar number, and if it does so, the Company may use the CUSIP and/or ISIN or other similar number in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN or other similar number printed in the notice or on the Notes and that reliance may be placed only on the other identification numbers printed on the Notes. The Issuer shall promptly notify the Trustee of any change in the CUSIP and/or ISIN or other similar number.

SECTION 2.16. Special Transfer Provisions.

Unless and until the Restricted Notes Legend is no longer required pursuant to SECTION 2.6(e), the following provisions shall apply:

(a)    Transfers to QIBs or IAIs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Note (other than pursuant to Regulation S):

(i)    The Registrar shall register the transfer of a Restricted Note by a Holder to a QIB or an IAI if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit B-1 or B-2 hereto, as applicable.

(ii)    If the proposed transferee is an Agent Member and the Restricted Note to be transferred consists of an interest in the Regulation S Global Note or the IAI Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the QIB Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note or the IAI Global Note, as applicable, to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note or IAI Global Note, as applicable.

(b)    Transfers Pursuant to Regulation S. The following provisions shall apply with respect to registration of any proposed transfer of a Restricted Note pursuant to Regulation S:

(i)    The Registrar shall register any proposed transfer of a Restricted Note pursuant to Regulation S by a Holder upon receipt of (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit C hereto from the proposed transferor.

(ii)    If the proposed transferee is an Agent Member holding a beneficial interest in a QIB Global Note or an IAI Global Note and the Restricted Note to be transferred consists of an interest in a QIB Global Note or an IAI Global Note, upon receipt by the Registrar of (x) the letter, if any, required by

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paragraph (i) above and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note or the IAI Global Note, as applicable, to be transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the QIB Global Note or the IAI Global Note, as applicable.

(iii)    During the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and the Restricted Notes Legend on such Regulation S Global Note. Prior to the expiration of the Distribution Compliance Period, transfers by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such interest through a QIB Global Note or an IAI Global Note shall be made only in accordance with the Applicable Procedures and the Restricted Notes Legend and upon receipt by the Trustee of a written certification from the transferor of the beneficial interest in the form provided on the reverse side of the Form of Note in Exhibit A for exchange or registration of transfers. Such written certification shall no longer be required after the expiration of the Distribution Compliance Period. Upon the expiration of the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of this Indenture.

(iv)    Upon the expiration of the Distribution Compliance Period, beneficial interests in the Regulation S Global Note may be exchanged for beneficial interests in an Unrestricted Global Note upon certification in the form provided on the reverse side of the Form of Note in Exhibit A for an exchange from a Regulation S Global Note to an Unrestricted Global Note.

(v)    If no Unrestricted Global Note is outstanding at the time of a transfer contemplated by the preceding clauses (iii) and (iv), the Company shall issue and the Trustee shall authenticate, upon an Authentication Order, a new Unrestricted Global Note in the appropriate principal amount.

(c)    [Reserved].

(d)    Restricted Notes Legend. Upon the transfer, exchange or replacement of Unrestricted Notes, the Registrar shall deliver Unrestricted Notes that do not bear the Restricted Notes Legend. Upon the transfer, exchange or replacement of Restricted Notes, the Registrar shall deliver only Restricted Notes that bear the Restricted Notes Legend unless the Restricted Notes Legend is no longer required by SECTION 2.6(e), or the Company determines and there is delivered to the Trustee an Opinion of Counsel and a letter of representation of the Issuer to the effect that neither such legend nor the related restrictions on transfer are required or appropriate in order to ensure that subsequent transfers of the Notes are effected in compliance with the Securities Act.

(e)    General. By its acceptance of any Note bearing the Restricted Notes Legend, each Holder of such a Note acknowledges receipt of a Restricted Note with restrictions on transfer of such Note set forth in this Indenture and in the Restricted Notes Legend and agrees that it shall transfer such Note only as provided in this Indenture until such time as the Restricted Note Legend is no longer required pursuant to SECTION 2.6(e) and such Holder transfers such a Restricted Note to an Unrestricted Note. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Company such certifications, legal opinions or other information as the Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act until such time as the Restricted Note Legend is no longer required pursuant to SECTION 2.6(e) and such Holder transfers such a Restricted Note to an Unrestricted Note; provided that the Registrar shall not be required to determine (but shall solely rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

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The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this SECTION 2.16.

SECTION 2.17. Issuance of Additional Notes.

The Company shall be entitled to issue Additional Notes under this Indenture that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price, amount of interest payable on the first interest payment date applicable thereto and any customary escrow provisions (and, if such Additional Notes shall be issued in the form of Restricted Notes, other than with respect to transfer restrictions); provided that such issuance is not prohibited by the terms of this Indenture, including SECTION 4.9. The Initial Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture; provided, however, that if any such Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, they will be issued under a separate CUSIP number.

With respect to any Additional Notes, the Company shall set forth in a resolution of its Board of Directors and in an Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

(1)    the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(2)    the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall accrue; and

(3)    whether such Additional Notes shall be Restricted Notes.

ARTICLE III

REDEMPTION AND PREPAYMENT

SECTION 3.1. Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of SECTION 3.7 hereof, it shall furnish to the Trustee, at least two Business Days (or such shorter period as is acceptable to the Trustee) before a notice of redemption is required to be delivered or mailed to Holders pursuant to SECTION 3.3 hereof, an Officer’s Certificate setting forth (i) the section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the Redemption Price.

SECTION 3.2. Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate (and in a manner that complies with applicable requirements of the Depositary); provided that no Notes of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note, if any, will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, interest ceases to accrue on Notes or

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portions of them called for redemption. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Issuer in writing of the Notes selected for redemption. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of the Notes that have denominations larger than $2,000.

SECTION 3.3. Notice of Redemption.

Except as provided in SECTION 4.10 with respect to any Asset Sale Mandatory Redemption, subject to the provisions of SECTION 3.9, at least 10 days but not more than 60 days before a redemption date, the Issuer shall send or cause to be sent by electronic transmission (to the extent permitted by applicable procedures or regulations) or by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

The notice shall identify the Notes to be redeemed and shall state:

(1)    the redemption date;

(2)    the Redemption Price;

(3)    if any Note is being redeemed in part, the portion of the principal amount of such Notes to be redeemed and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(4)    the name, telephone number and address of the Paying Agent;

(5)    that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

(6)    that, unless the Issuer defaults in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date;

(7)    the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(8)    that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

(9)    any condition precedent to which such notice of redemption is subject.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided, however, that the Issuer shall have delivered to the Trustee at least two Business Days before a notice of redemption is required to be delivered or mailed to Holders pursuant to this SECTION 3.3 (or such shorter period as is acceptable to the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in the notices as provided in the preceding paragraph. The notice sent in the manner herein provided shall be conclusively presumed to have been duly given whether or not a Holder receives such notice. In any case, failure to give such notice by electronic transmission or by mail or any defect in the notice to the Holder of any Note shall not affect the validity of the proceeding for the redemption of any other Note.

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SECTION 3.4. Effect of Notice of Redemption.

Once notice of redemption is sent in accordance with SECTION 3.3 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the Redemption Price plus accrued and unpaid interest, if any, to such date.

SECTION 3.5. Deposit of Redemption of Purchase Price.

On or before 10:00 a.m. (New York City time) on each redemption date or the date on which Notes must be accepted for purchase pursuant to SECTION 4.10 or 4.14, the Issuer shall deposit with the Trustee or with the Paying Agent (other than the Issuer or an Affiliate of the Issuer) money sufficient to pay the Redemption Price of and accrued and unpaid interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the Redemption Price of (including any Applicable Premium), and accrued interest, if any, on, all Notes to be redeemed or purchased.

If Notes called for redemption or tendered in an Asset Sale Offer or a Change of Control Offer are paid or if Issuer has deposited with the Trustee or Paying Agent money sufficient to pay the redemption or purchase price of, and unpaid and accrued interest, if any, on, all Notes to be redeemed or purchased, on and after the redemption or purchase date, interest, if any, shall cease to accrue on the Notes or the portions of Notes called for redemption or tendered and not withdrawn in an Asset Sale Offer or a Change of Control Offer (regardless of whether certificates for such securities are actually surrendered). If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest, if any, shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case, at the rate provided in the Notes and in SECTION 4.1 hereof.

SECTION 3.6. Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Issuer shall issue and, upon the written request of an Officer of the Issuer, the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.7. Optional Redemption.

(i)    The Notes may be redeemed, in whole or in part, at any time or from time to time prior to February 1, 2023, at the option of the Issuer upon not less than 10 nor more than 60 days’ prior notice mailed by first class mail (and/or, to the extent permitted by applicable procedures or regulations, electronically) to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the right of registered Holders of the Notes on a relevant record date to receive interest due on a relevant interest payment date).

(ii)    The Notes are subject to redemption, at the option of the Issuer, in whole or in part, at any time or from time to time on or after February 1, 2023, upon not less than 10 nor more than 60 days’ notice at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of registered Holders of the Notes on a relevant record date to receive interest due on a relevant interest payment date), if redeemed during the periods indicated below:

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Year	Redemption Price
February 1, 2023 to November 30, 2023		104.438	%
December 1, 2023 and thereafter		100.000	%

(iii)    In addition, prior to June 1, 2023, the Issuer may at its option, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 40% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 108.875% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the date of redemption (subject to the right of registered Holders of the Notes of record on the relevant record date to receive interest due on a relevant interest payment date); provided that at least 60% of the principal amount of Notes (including Additional Notes) issued under this Indenture remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.

(iv)    The Issuer may, at any time and from time to time, purchase Notes in the open market or otherwise, subject to compliance with this Indenture and compliance with all applicable securities laws.

(v)    Any notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including the completion of a Qualified Equity Offering or other corporate event. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed. The Company will be solely responsible for determining if the conditions precedent have been satisfied.

SECTION 3.8. Sinking Fund Payments.

The Issuer shall not be required to make sinking fund payments with respect to the Notes.

SECTION 3.9. Offer to Purchase.

In the event that the Issuer shall be required to commence an Offer to Purchase pursuant to an Asset Sale Offer or a Change of Control Offer, the Issuer shall follow the procedures specified below.

Unless otherwise required by applicable law, an Offer to Purchase shall specify an expiration date of the Offer to Purchase, which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of delivering of such Offer, and a settlement date for purchase of Notes within five (5) Business Days after the Expiration Date. On the Purchase Date, the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to SECTION 4.10 hereof or SECTION 4.14 hereof (the “Offer Amount”), or if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after the interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest, if any, shall be payable to the Holders who tender Notes pursuant to the Offer to Purchase. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee in its sole discretion) prior to the delivering of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be sent electronically (to the extent permitted by applicable procedures) or mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase.

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On or before 10:00 a.m. (New York City time) on each Purchase Date, the Issuer shall irrevocably deposit with the Trustee or Paying Agent (other than the Issuer or an Affiliate of the Issuer) in immediately available funds the aggregate purchase price equal to the Offer Amount, together with accrued and unpaid interest, if any, thereon, to be held for payment in accordance with the terms of this SECTION 3.9. On the Purchase Date, the Issuer shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or Depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this SECTION 3.9. The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than 3 Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase, plus any accrued and unpaid interest, if any, thereon, and the Issuer shall promptly issue a new Note, and the Trustee, at the written request of the Issuer, shall authenticate and mail or deliver at the expense of the Issuer such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder’s Notes surrendered; provided that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce in a newspaper of general circulation or in a press release provided to a nationally recognized financial wire service the results of the Offer to Purchase on the Purchase Date.

The Issuer shall comply with the requirements of any applicable securities laws and any regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of an Asset Sale Offer or a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with SECTIONS 3.9, 4.10 or 4.14 of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under SECTION 3.9, 4.10 or 4.14, as applicable, by virtue of such compliance.

Other than as specifically provided in this SECTION 3.9, any purchase pursuant to this SECTION 3.9 shall be made pursuant to the provisions of SECTIONS 3.1 through 3.6 hereof.

ARTICLE IV

COVENANTS

SECTION 4.1. Payment of Notes.

(a)    The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid for all purposes hereunder on the date the Paying Agent, if other than the Issuer or a Subsidiary thereof, holds, as of noon (New York City time), money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all such principal, premium, if any, and interest then due.

(b)    The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

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SECTION 4.2. Maintenance of Office or Agency.

The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with SECTION 2.3 hereof. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with SECTION 2.3 hereof.

SECTION 4.3. Provision of Financial Information.

(a)    Whether or not required by the Commission, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes, or file electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system), within the time periods specified in the Commission’s rules and regulations:

(1)    all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2)    all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports;

provided, however, that, so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, such reports (a) shall not be required to comply with Section 302 or 404 of the Sarbanes- Oxley Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the Commission or Item 601 of Regulation S-K (with respect to exhibits), (b) shall not be required to comply with Section 13(r) of the Exchange Act (relating to the Iran Threat Reduction and Syrian Human Rights Act) or Rule 13p-1 under the Exchange Act and Form SD (relating to conflict minerals) and (c) shall not be required to contain a separate financial footnote for Guarantors and non-Guarantor Subsidiaries contemplated by Rule 3-10, Rule 3-16 (to the extent in effect), 13-01 or 13-02 of Regulation S-X promulgated by the Commission (except summary financial information with respect to non-Guarantor Subsidiaries and Unrestricted Subsidiaries as described below will be required).

(b)    In addition, whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to prospective investors. If the Commission will not accept the

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Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the Commission.

(c)    In addition, the Company and the Subsidiary Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(d)    If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and/or if any Restricted Subsidiaries are not Guarantors, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of (i) the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company and/or (ii) the Company and the Subsidiary Guarantors separate from the financial condition and results of operations of the other Subsidiaries of the Company.

(e)    The Company shall participate in quarterly conference calls after the delivery of the information referred to in clause (1) or (2) above (which may be a single conference call together with investors and lenders holding other securities or Debt of the Company and/or its Restricted Subsidiaries) to discuss operating results and related matters. The Company shall issue a press release or otherwise provide notice of such conference call in the same manner in which information was delivered pursuant to clause (1) and (2) above which will provide the date and time of any such call and will direct Holders, prospective investors and securities analysts to contact the investor relations office of the Company to obtain access to the conference call.

(f)    If any report or conference call required by this SECTION 4.3 is provided after the deadlines indicated for the applicable report or conference call, the later provision of the applicable report or conference will cure a Default caused by the failure to provide the report or conference prior to the deadlines indicated, so long as no Event of Default has occurred and is continuing as a result of such failure.

(g)    In addition, the Company shall report, as of the 90th and 180th day after the Issue Date, in the next quarterly report filed after such date, the facilities for which mortgages have been obtained in accordance with this Indenture and the aggregate book value of such facilities as of the balance sheet date for the applicable quarterly report.

SECTION 4.4. Compliance Certificate.

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether each has kept, observed, performed and fulfilled its obligations under this Indenture (including, with respect to any Restricted Payments made during such year, the basis upon which the calculations required by SECTION 4.7 hereof were computed, which calculations may be based upon the Company’s latest available financial statements), and further stating, as to the Officer signing such certificate, that, to his or her knowledge, each entity is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that, to his or her knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

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The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon (and in any event no later than 5 Business Days after) becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

SECTION 4.5. Taxes.

The Company shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency all material taxes, lawful assessments and governmental levies, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

SECTION 4.6. Stay, Extension and Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and (to the extent that they may lawfully do so) covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.7. Limitation on Restricted Payments.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment unless, at the time of and after giving effect to the proposed Restricted Payment:

(a)    no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof;

(b)    after giving effect to such Restricted Payment on a pro forma basis, the Company would be permitted to Incur at least $1.00 of additional Debt pursuant to the provisions described in SECTION 4.9(a); and

(c)    after giving effect to such Restricted Payment on a pro forma basis, the aggregate amount expended or declared for all Restricted Payments made on or after the Issue Date (excluding Restricted Payments permitted by clauses (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (xi) of the next succeeding paragraph) shall not exceed the sum (without duplication) of:

(1)    50% of the Consolidated Net Income (or, if Consolidated Net Income shall be a deficit, minus 100% of such deficit) of the Company accrued on a cumulative basis during the period (taken as one accounting period) from the Issue Date and ending on the last day of the fiscal quarter immediately preceding the date of such proposed Restricted Payment, plus

(2)    100% of the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company subsequent to the Issue Date either (i) as a contribution to its common equity capital or (ii) from the issuance and sale (other than to a Subsidiary) of its Qualified Capital Interests (excluding any Qualified Capital Interests issued in connection with the Company’s acquisition of Vought Aircraft Industries, Inc.), including Qualified Capital Interests issued upon the conversion or exchange of Debt or Redeemable Capital Interests of the Company, and from the exercise of options, warrants or other rights to purchase such Qualified Capital Interests (other than, in each case, Capital Interests or Debt sold to a Subsidiary of the Company), plus

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(3)    100% of the net reduction in Investments (other than Permitted Investments), made by the Company or any Restricted Subsidiary subsequent to the Issue Date, in any Person, resulting from (i) payments of interest on Debt, dividends, repayments of loans or advances, or any sale or disposition of such Investments (but only to the extent such items are not included in the calculation of Consolidated Net Income), or (ii) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary (or the causing of a Person that is not a Subsidiary to become a Restricted Subsidiary), not to exceed in the case of any Person the amount of Investments previously made by the Company or any Restricted Subsidiary in such Person subsequent to the Issue Date.

Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries may take the following actions, provided that, at the time of and after giving effect to the proposed Restricted Payment, no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof:

(i)    the payment of any dividend on Capital Interests in the Company or a Restricted Subsidiary or the consummation of any irrevocable redemption within 60 days after declaration thereof or the giving of such irrevocable notice, as applicable, if, at the declaration date or notice thereof, such payment was permitted by the foregoing provisions of this SECTION 4.7;

(ii)    the purchase, repurchase, redemption, defeasance or other acquisition or retirement of any Capital Interests of the Company by conversion into, or by or in exchange for, Qualified Capital Interests, or out of Net Cash Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Interests of the Company; provided, however, that the Net Cash Proceeds from such sale of Qualifying Capital Interests will be excluded from clause (c)(2) of the preceding paragraph to the extent applied to any such purchase, repurchase, redemption, defeasance or other acquisition or retirement;

(iii)    the redemption, defeasance, repurchase or acquisition or retirement for value of the 2022 Senior Notes, the 2025 Senior Notes or any Debt of the Company or a Guarantor that is subordinate in right of payment to the Notes or the applicable Note Guarantee out of the Net Cash Proceeds of a substantially concurrent issue and sale or exchange (other than to a Subsidiary of the Company) of (x) new Refinancing Debt of the Company or such Guarantor, as the case may be, Incurred in accordance with this Indenture or (y) Qualified Capital Interests of the Company;

(iv)    the purchase, redemption, retirement or other acquisition for value of Capital Interests in the Company or any direct or indirect parent of the Company (or any payments to a direct or indirect parent company of the Company for the purposes of permitting any such repurchase) held by directors, employees, former directors, former employees, managers or consultants of the Company or any Restricted Subsidiary (or their estates or beneficiaries under their estates) upon death, disability, retirement or termination of employment or alteration of employment status or pursuant to the terms of any agreement under which such Capital Interests were issued; provided that the aggregate cash consideration paid for such purchase, redemption, retirement or other acquisition of such Capital Interests does not exceed $10.0 million in any calendar year; provided, further, that any unused amounts in any calendar year may be carried forward to one or more future periods subject to a maximum aggregate amount of repurchases made pursuant to this clause (iv) not to exceed $20.0 million in any calendar year; provided, however, that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of

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Qualified Capital Interests of the Company or any direct or indirect parent company of the Company (to the extent contributed to the Company) to employees of the Company and its Restricted Subsidiaries that occurs after the Issue Date; provided, however, that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under SECTION 4.7(c); plus (B) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date (provided, however, that the Company may elect to apply all or any portion of the aggregate increase contemplated by the proviso of this clause (iv) in any calendar year and, to the extent any payment described under this clause (iv) is made by delivery of Debt and not in cash, such payment shall be deemed to occur only when, and to the extent, the obligor on such Debt makes payments with respect to such Debt);

(v)    repurchase of Capital Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities or the vesting of restricted stock units and for purposes of tax withholding by the Company in connection with such exercise or vesting;

(vi)    the extension of credit that constitutes intercompany Debt, the Incurrence of which was permitted pursuant to SECTION 4.9 and pursuant to clauses (v) and (xii) of the definition of “Permitted Debt”;

(vii)    cash payment, in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Capital Interests of the Company or a Restricted Subsidiary;

(viii)    the declaration and payment of dividends to holders of any class or series of Redeemable Capital Interests of the Company or any Restricted Subsidiary issued or Incurred in compliance with SECTION 4.9 to the extent such dividends are included in the definition of “Consolidated Fixed Charges”;

(ix)    the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation (i) at a purchase price not greater than 101% of the principal amount of such Subordinated Obligation in the event of a Change of Control in accordance with provisions similar to those of SECTION 4.14 or (ii) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to those of SECTION 4.10; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Company has made the Offer to Purchase upon a Change of Control or Offer to Purchase to the extent provided in this Indenture with respect to the Notes and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with such Offer to Purchase;

(x)    [Reserved];

(xi)    other Restricted Payments not in excess of $50.0 million in the aggregate since the Issue Date; provided that no Restricted Payments (other than Restricted Payments described in clause (d) of the definition thereof) in excess of $2.5 million, in the aggregate, shall be made pursuant to this clause (xi) until March 1, 2021; and

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(xii)    any payment or delivery pursuant to the terms of any Permitted Convertible Notes (including, without limitation, upon conversion, redemption, required repurchase, an interest payment date or maturity).

If the Company makes a Restricted Payment which, at the time of the making of such Restricted Payment, in the good faith determination of the Company, would be permitted under the requirements of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustment made in good faith to the Company’s financial statements affecting Consolidated Net Income.

For purposes of determining compliance with this SECTION 4.7, in the event that a proposed Restricted Payment (or a portion thereof) meets the criteria of clauses (i) through (xi) above and/or one or more of the clauses contained in the definition of “Permitted Investments,” or is entitled to be made pursuant to the first paragraph of this SECTION 4.7, we will be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment (or a portion thereof) between such clauses (i) through (xi) and such first paragraph and/or one or more of the clauses contained in the definition of ”Permitted Investments, ” in any manner that otherwise complies with this SECTION 4.7.

SECTION 4.8. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, cause or suffer to exist or become effective or enter into any encumbrance or restriction (other than pursuant to this Indenture or any law, rule, regulation or order) on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Interests to the Company or any Restricted Subsidiary or pay any Debt owed to the Company or any Restricted Subsidiary, (ii) make loans or advances to the Company or any Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any Restricted Subsidiary.

However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of:

(a)    any encumbrance or restriction in existence on the Issue Date, including those under the Security Documents, the Existing Receivables Facility or the Receivables Purchase Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company, are no more restrictive in any material respect, taken as a whole, with respect to such dividend or other payment restrictions, than those contained in these agreements on the Issue Date or refinancings thereof;

(b)    any encumbrance or restriction which exists with respect to an acquired property in existence at the time of such acquisition pursuant to an agreement, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired and improvements thereon (and are not or were not created in anticipation of or in connection with the acquisition thereof);

(c)    any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;

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(d)    any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt Incurred pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company;

(e)    customary provisions restricting subletting or assignment of any lease, contract, or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder;

(f)    any encumbrance or restriction by reason of applicable law, rule, regulation or order;

(g)    any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees;

(h)    any encumbrance or restriction under a contract for the sale or other disposition of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary, that restricts distributions of the applicable assets or Capital Interests to be sold, or of any assets of a Subsidiary to be sold, pending such sale or other disposition;

(i)    restrictions on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(j)    customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements;

(k)    any restriction with respect to the Company or a Restricted Subsidiary (or any of its property or assets) imposed by customary provisions in Hedging Obligations or Swap Contracts, in each case, not entered into for speculative purposes;

(l)    Purchase Money Debt and Capital Lease Obligations permitted under this Indenture for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (iii) of the first paragraph of this SECTION 4.8;

(m)    Liens securing Debt otherwise permitted to be incurred under this Indenture, including pursuant to SECTION 4.12, that limit the right of the debtor to dispose of the assets subject to such Liens;

(n)    any Non-Recourse Receivable Subsidiary Indebtedness or other contractual requirements of a Receivable Subsidiary that is a Restricted Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivable Subsidiary or the receivables and related assets described in the definition of Qualified Receivables Transaction which are subject to such Qualified Receivables Transaction; and

(o)    any other agreement governing Debt entered into after the Issue Date that contains encumbrances and restrictions that (i) are not materially more restrictive, taken as a whole and as reasonably determined by the Company, with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date, or (ii) the Company determines, at the time of such financing, will not impair the Company’s ability to make payments as required under the Notes when due.

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Nothing contained in this SECTION 4.8 shall prevent the Company or any Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under SECTION 4.12 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Debt of the Company or any of its Restricted Subsidiaries Incurred in accordance with SECTION 4.9 and SECTION 4.12.

SECTION 4.9. Limitation on Incurrence of Debt.

(a)    The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may Incur Debt pursuant to this paragraph, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, that would not exceed $40.0 million at any one time outstanding.

(b)    Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries may Incur Permitted Debt.

(c)    For purposes of determining any particular amount of Debt under this SECTION 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in this SECTION 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt. If Debt originally Incurred in reliance upon the Secured Debt Cap under clause (i) of the definition of “Permitted Debt” is being refinanced under clause (i) of the definition of “Permitted Debt” and such refinancing would cause the maximum amount of Debt thereunder to be exceeded at such time, then such refinancing will nevertheless be permitted thereunder and such Debt will be deemed to have been incurred under such clause (i) so long as (x) the Liens securing such Refinancing Debt have a lien priority equal or junior to the Liens securing the Debt being refinanced and (y) the principal amount of such Refinancing Debt does not exceed the principal amount of Debt being refinanced plus all accrued interest on the Debt being refinanced and the amount of all fees and expenses, including premiums and defeasance costs, incurred in connection with such refinancing. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION 4.9.

(d)    No Debt will be deemed to be subordinated in right of payment to any other Debt solely by virtue of being unsecured or by virtue of being secured on a junior priority basis (or as a result of the control of remedies). For the avoidance of doubt, as of the Issue Date, no Debt shall be deemed to be Incurred pursuant to clause (i) of the definition of “Permitted Debt”.

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(e)    In connection with the Company’s or a Restricted Subsidiary’s entry into an instrument containing a binding commitment in respect of any revolving Debt, the Company may elect, pursuant to an Officer’s Certificate delivered to the Trustee, to treat all or any portion of such commitment (any such amount elected until revoked as described below, an “Elected Amount”) under any Debt which is to be incurred (or any commitment in respect thereof) or secured by a Lien, as the case may be, as being incurred as of such election date, and:

(i)    any subsequent incurrence of Debt under such commitment (so long as the total amount under such Debt does not exceed the Elected Amount) shall not be deemed, for purposes of any calculation under this Indenture, to be an incurrence of additional Debt or an additional Lien at such subsequent time;

(ii)    the Company may revoke an election of an Elected Amount at any time pursuant to an Officer’s Certificate delivered to the Trustee; and

(iii)    for purposes of all subsequent calculations of the Consolidated Fixed Charge Coverage Ratio, the Elected Amount (if any) shall be deemed to be outstanding, whether or not such amount is actually outstanding, so long as the applicable commitment remains outstanding.

SECTION 4.10. Limitation on Asset Sales.

(a)    The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)    the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined at the time of contractually agreeing to such Asset Sale) of the assets or Capital Interests issued or sold or otherwise disposed of; and

(2)    at least 75% of the consideration received in the Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), by the Company or such Restricted Subsidiary is in the form of cash or Eligible Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(a)    any liabilities, as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee or that are discharged by the purchaser of any such assets pursuant to a customary assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability; and

(b)    any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of their receipt to the extent of the cash received in that conversion.

(b)    Until the outstanding aggregate principal amount of the Notes is less than or equal to $350.0 million, at any time when there exists a positive Asset Sale Cash Sweep Amount, the Company shall be required, within five (5) business days, to deliver a notice (which for the avoidance of doubt, may be electronic) to Holders of the Notes providing for, upon ten (10) business days’ notice, the application of all such positive Asset Sale Cash Sweep Amount to mandatorily redeem the Notes in part, at a Redemption Price equal to 106.656% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the date of redemption

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(subject to the right of registered Holders of the Notes of record on the relevant record date to receive interest due on a relevant interest payment date) (each such redemption, an “Asset Sale Mandatory Redemption”); provided that accrued and unpaid interest payable in connection with any such Asset Sale Mandatory Redemption shall not be funded by the Asset Sale Cash Sweep Amount; provided, further, to the extent that such Asset Sale is not a disposition of Collateral, then the Asset Sale Mandatory Redemption shall only be required to the extent permitted under the 2024 Second Lien Notes Indenture; provided, further, that no Asset Sale Mandatory Redemption shall be required if the positive Asset Sale Cash Sweep Amount is less than $10.0 million. Notwithstanding the foregoing, if any Net Cash Proceeds from Asset Sales that would not otherwise be required to be applied to mandatorily redeem the Notes pursuant to this paragraph would constitute, after the expiration of the applicable reinvestment or application period, “Excess Proceeds” under any of the indentures governing the Existing Notes, such amount of Net Cash Proceeds shall be added to the Asset Sale Cash Sweep Amount subject to mandatory redemption pursuant to the second preceding sentence, provided that, an Asset Sale Mandatory Redemption shall be required in respect of such Net Cash Proceeds solely to the extent that such Net Cash Proceeds are not applied or reinvested in a manner and within a time period that would avoid triggering an asset sale offer under any of the indentures governing the Existing Notes (taking into account the notice periods required above). In addition, to the extent required under the agreements governing any future First Lien Obligations permitted under the indenture, any Net Cash Proceeds that are required to be used in respect of an Asset Sale Mandatory Redemption pursuant to this paragraph may be applied to redeem, repurchase or repay such other First Lien Obligations on a pro rata basis so long as any premium paid in respect of such redemption, repurchase or repayment does not exceed 106.656% of the principal amount so redeemed, repurchased or repaid.

(c)    Subject to the prior application of Net Cash Proceeds from Asset Sales in accordance with the immediately preceding paragraph, within 360 days after the receipt of any remaining Net Cash Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds at its option:

(1)    (a) if the Asset Sale is a disposition of Collateral, to repay, prepay, redeem or repurchase First Lien Obligations (provided that such repayment, prepayment, redemption or repurchase must be made either by a pro rata redemption or repayment of outstanding First Lien Obligations (including the Notes) or by an offer to purchase on a pro rata basis made to all holders of First Lien Obligations (including Holders of the Notes));

(b) if the Asset Sale is not a disposition of Collateral to prepay, repay, redeem or purchase any Debt (other than Subordinated Obligations) of the Company or any Restricted Subsidiary and cause such Debt to be permanently retired and the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or repurchased; provided that to the extent the Company repays any such Debt, the Company shall equally and ratably repay the Notes as provided in SECTION 3.7, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an Offer to Purchase (in accordance with the procedures relating to Asset Sales set forth in this SECTION 4.10) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued but unpaid interest to the date of purchase;

(2)    to acquire all or substantially all of the assets of, or any Capital Interests of, another Permitted Business, if, after giving effect to any such acquisition of Capital Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company; provided that the assets acquired (including equity interests) with the Net Cash Proceeds from an Asset Sale of Collateral are pledged as Collateral to the extent required under the Security Documents and in accordance with this Indenture substantially simultaneously with such acquisition and perfected within the time frames required by the applicable Security Documents;

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(3)    to make a capital expenditure in or that is used or useful (as determined in the good faith judgment of the Company) in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the provisions of this Indenture; provided that the assets acquired (including equity interests) with the Net Cash Proceeds from an Asset Sale of Collateral are pledged as Collateral to the extent required under the Security Documents and in accordance with this Indenture substantially simultaneously with such acquisition and perfected within the time frames required by the applicable Security Documents;

(4)    to acquire other assets that are not classified as current assets under GAAP and that are used or useful (as determined in the good faith judgment of the Company) in a Permitted Business; provided that the assets acquired (including equity interests) with the Net Cash Proceeds from an Asset Sale of Collateral are pledged as Collateral to the extent required under the Security Documents and in accordance with this Indenture substantially simultaneously with such acquisition and perfected within the time frames required by the applicable Security Documents; or

(5)    any combination of the foregoing.

(d)    Any Net Cash Proceeds from Asset Sales after the Issue Date in excess of the first $100.0 million that are not applied or invested as provided in paragraphs (b) and (c) of this SECTION 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will, within 30 days, make an Offer to Purchase to all Holders of Notes, and (i) in respect of Excess Proceeds of an Asset Sale of Collateral, if required by the terms of the First Lien Obligations, to the holders of such First Lien Obligations, and (ii) in respect of other Excess Proceeds, at the option of the Company, to all holders of other Pari Passu Debt containing provisions similar to those set forth in this Indenture with respect to assets sales, in each case, in an amount equal to the Excess Proceeds. The offer price with respect to the Notes in any Offer to Purchase will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase; the Company may use those funds for any purpose not otherwise prohibited by this Indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount of Notes and other Debt tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis among each series, and the Company will select such First Lien Obligations or Pari Passu Debt; provided that as between the Notes, any First Lien Obligation and Pari Passu Debt, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes, such First Lien Obligations or such Pari Passu Debt tendered with adjustments as necessary so that no Notes, First Lien Obligations or Pari Passu Debt will be repurchased in part in an unauthorized denomination. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero. Nothing shall prevent the Company from conducting an Offer to Purchase earlier than as set forth in this paragraph (d).

(e)    Pending the final application of any Net Cash Proceeds pursuant to this SECTION 4.10, such Net Cash Proceeds may be applied temporarily to reduce Debt outstanding under a revolving credit facility or may otherwise be invested in any manner not prohibited by this Indenture.

(f)    The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.

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SECTION 4.11. Limitation on Transactions with Affiliates.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of related transactions, contract, agreement, loan, advance or Guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”), unless:

(i)    such Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, to the Company or the relevant Subsidiary than those that could reasonably have been obtained in a comparable arm’s length transaction by the Company or such Subsidiary with a Person who is not an Affiliate as determined by the Board of Directors or senior management of the Company in good faith; and

(ii)    with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) above.

The foregoing limitation does not limit, and shall not apply to:

(1)    Restricted Payments that are permitted by the provisions of this Indenture pursuant to SECTION 4.7 and Investments permitted pursuant to the definition of Permitted Investments (other than pursuant to clause (f) of such definition);

(2)    the payment of reasonable and customary fees and indemnities and other benefits to members of the Board of Directors of the Company or a Restricted Subsidiary who are outside directors;

(3)    the payment of reasonable and customary compensation and other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to officers and employees of the Company or any Restricted Subsidiary as determined by the Board of Directors thereof in good faith;

(4)    transactions between or among the Company and/or its Restricted Subsidiaries;

(5)    any agreement or arrangement as in effect on the Issue Date and any amendment or modification thereto, including extensions thereof, so long as such amendment or modification is not more disadvantageous to the Holders of the Notes in any material respect as determined by the Company in good faith, including, without limitation, transactions with Triumph Receivables, LLC in connection with the Existing Receivables Facility;

(6)    any contribution of capital to the Company and granting and performance of registration rights in respect of such capital;

(7)    transactions permitted by, and complying with, SECTION 5.1;

(8)    any transaction with a joint venture, partnership, limited liability company or other entity (other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in such joint venture, partnership, limited liability company or other entity;

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(9)    transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business and consistent with past practice and on terms, taken as a whole, that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, as determined in good faith by the Company, than those that could be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate of the Company;

(10)    transactions effected as part of a Qualified Receivables Transaction or pursuant to a factoring arrangement;

(11)    any Affiliate Transaction in which the only consideration paid by the Company or any Restricted Subsidiary consists of Capital Interests of the Company;

(12)    an Affiliate Transaction in which the Company delivers to the Trustee a copy of a written opinion as to the fairness of such Affiliate Transaction to the Company or such Restricted Subsidiary from a financial point of view issued by a nationally recognized investment banking, accounting or appraisal firm;

(13)    any Affiliate Transaction, if such Affiliate Transaction is with any Person solely in its capacity as a holder of Debt or Capital Interests of the Company or any of its Restricted Subsidiaries, where such Person is treated no more favorably than any other holder of such Debt or Capital Interests of the Company or any of its Restricted Subsidiaries

(14)    transactions, including any Guarantees, with respect to Permitted Convertible Notes; and

(15)    any Affiliate Transaction that involves aggregate payments or value to the Affiliate not in excess of $2.5 million.

SECTION 4.12. Limitation on Liens.

The Company and the Guarantors will not, and the Company will not permit any of its other Restricted Subsidiaries to create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (the “Initial Lien”) securing Debt (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired; except, in the case of any property or assets that do not constitute Collateral, any Initial Lien securing any Debt if the Notes are secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.

Any Lien created for the benefit of the holders of the Notes pursuant to the last clause of the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged (without the need for any further action on the part of the Holders, Trustee or Collateral Trustee) upon the release and discharge of the Initial Lien.    

SECTION 4.13. Limitation on Sale and Leaseback Transactions.

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction unless:

(i)    the consideration received in such Sale and Leaseback Transaction is at least equal to the Fair Market Value of the property sold,

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(ii)    prior to and after giving effect to the Attributable Debt in respect of such Sale and Leaseback Transaction, the Company and such Restricted Subsidiary comply with SECTION 4.9, and

(iii)    at or after such time the Company and such Restricted Subsidiary also comply with SECTION 4.10.

SECTION 4.14. Offer to Purchase upon Change of Control.

Upon the occurrence of a Change of Control, the Issuer will make an Offer to Purchase (a “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash (the “Change of Control Payment”) equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date; provided that if the Company has exercised its right to redeem all of the Notes pursuant to SECTION 3.7 prior to the time the Company would be required to make such Offer to Purchase, the Company shall not be required to make an Offer to Purchase. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase.

The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Issuer will not be required to make a Change of Control Offer if (i) a third party makes such Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein contemporaneously with or upon a Change of Control and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to SECTION 3.7.

To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict.

In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching the Offer to Purchase.

If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in an Offer to Purchase upon a Change of Control and the Company, or any third party making an Offer to Purchase upon a Change of Control in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right, upon not less than 10 days nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Offer to Purchase described above, to redeem all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Second Change of Control Payment Date.

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SECTION 4.15. Corporate Existence.

Subject to SECTION 4.14 and Article V hereof, as the case may be, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each of its Restricted Subsidiaries in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; provided that the Company shall not be required to preserve the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders. For the avoidance of doubt, the Company and its Restricted Subsidiaries will be permitted to change their organizational form subject to the terms of this Indenture.

SECTION 4.16. Business Activities.

The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

SECTION 4.17. Additional Note Guarantees.

On the Issue Date, each of the Guarantors will Guarantee the Notes in the manner and on the terms set forth in ARTICLE X hereof.

After the Issue Date, the Company will cause each of its domestic Restricted Subsidiaries (other than any domestic Restricted Subsidiary that is a Receivable Subsidiary) that (1) is not an Immaterial Subsidiary, (2) is a borrower under any Material Debt Facility or (3) Guarantees (a) any Debt of the Company or (b) any Debt of the Company’s domestic Restricted Subsidiaries, in the case of either (a) or (b), incurred under any Material Debt Facility, to Guarantee the Notes.

Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Each Person that becomes a Guarantor after the Issue Date shall also become a party to the applicable Security Documents and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in each case, in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or such later date as required by SECTION 4.22), certificates and opinions of counsel (subject to SECTION 4.22(iv), to the extent, and substantially in the form, delivered on the Issue Date (but no greater scope)) as may be necessary to vest in the Collateral Trustee a perfected first-priority security interest (subject to Permitted Liens) in properties and assets that constitute Collateral as security for such Guarantor’s Note Guarantee and as may be necessary to have such property or asset added to the Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect.

Each Guarantee will be released pursuant to SECTION 10.6 and 10.7.

SECTION 4.18. Limitation on Creation of Unrestricted Subsidiaries.

Triumph Receivables, LLC and Triumph Group Charitable Foundation will be Unrestricted Subsidiaries on the Issue Date. After the Issue Date, the Company may designate any other Subsidiary of the Company to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary.

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The Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary after the Issue Date only if:

(i)    neither the Company nor any of its Restricted Subsidiaries:

(A)    provides credit support for, or Guarantee of, any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt, but excluding, in the case of a Receivable Subsidiary, any Standard Securitization Undertakings);

(B)    is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such Subsidiary (except, in the case of a Receivable Subsidiary any Standard Securitization Undertakings); or

(C)    has any direct or indirect obligation to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, including by way of subscription for additional Capital Interests of such Person;

(ii)    such Subsidiary does not own any Capital Interests of, or own or hold any Lien on any property of, any Restricted Subsidiary of the Company; and

(iii)    either:

(x)    the Subsidiary to be so designated has total assets of $1,000 or less; or

(y)    the Company could make a Restricted Payment at the time of designation in an amount equal to the greater of the Fair Market Value or net book value of such Subsidiary pursuant to SECTION 4.7 (and such amount is thereafter treated as a Restricted Payment for the purpose of calculating the amount available for Restricted Payments thereunder).

An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred pursuant to SECTION 4.9 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to SECTION 4.12.

SECTION 4.19. Maintenance of Properties; Insurance; Books and Records; Intellectual Property.

(a)    Subject to, and in compliance with, the provisions of Article X, the Issuer shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear and force majeure excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties material, useful or necessary to its business, and from time to time, the Issuer shall make or cause to be made all appropriate repairs, renewals or replacements thereof necessary to conduct its business; provided that the Issuer shall not be obligated to make such repairs, renewals, replacements, betterments and improvements that would not result in a material adverse effect on the ability of the Issuer and the Guarantors to satisfy their obligations under the Notes, the Guarantees and this Indenture.

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(b)    The Issuer shall maintain, and shall cause the Guarantors to maintain, insurance with responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by similar businesses or similar size in the locations which such business is conducted, including property and casualty loss, workers’ compensation and interruption of business insurance.

(c)    The Issuer shall, and shall cause each Guarantor to, keep proper books of record and account, in which full and correct entries shall be made of all financial transactions of the Issuer and each of the Guarantors, in accordance with GAAP.

(d)    The Issuer shall, and shall cause each of its Subsidiaries to, maintain in full force and effect all patents, trademarks, trade names, copyrights, licenses, franchises, permits, intellectual property and other authorizations necessary and material for the ownership and operation of its properties and business.

SECTION 4.20. Payments for Consent.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 4.21. Suspension of Covenants.

(a)    During any period of time (a “Suspension Period”) that: (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”) the Company and its Restricted Subsidiaries will not be subject to the following provisions of this Indenture (collectively, the “Suspended Covenants”), and during a Suspension Period but prior to the repayment, repurchase, retirement or redemption of all of the outstanding principal amount of the Notes or defeasance or satisfaction and discharge of this Indenture (collectively, the “Satisfaction of the Notes”), the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless the Company could have designated such Subsidiaries as Unrestricted Subsidiaries in compliance with this Indenture assuming the covenants set forth below had not been suspended:

(i)     SECTION  4.7;

(ii)    SECTION 4.8;

(iii)   SECTION 4.9;

(iv)   SECTION 4.10;

(v)    SECTION 4.11;

(vi)   Clause (iii) of the first paragraph of SECTION 5.1; and

(vii)  SECTION 4.13.

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(b)    In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any Suspension Period and, subsequently, (x) either one or both Rating Agencies withdraws its rating or downgrades the rating assigned to the Notes below the required Investment Grade Rating or (y) the Company or any of its affiliates enters into an agreement to effect a transaction that would result in a Change of Control and either one or both Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, and such event in clause (x) or (y) occurs prior to the Satisfaction of the Notes (such date of withdrawal or downgrade in clause (x) or (y), a “Reinstatement Date”), then the Company and its Restricted Subsidiaries will after the Reinstatement Date again be subject to the Suspended Covenants with respect to future events for the benefit of the Notes (unless and until a Covenant Suspension Event again exists) until the Satisfaction of the Notes.

(c)    On the Reinstatement Date, all Debt incurred during a Suspension Period will be classified as having been Incurred or issued pursuant to the first paragraph of SECTION 4.9 or, at the Company’s option, one of the clauses set forth in the definition of “Permitted Debt” (to the extent such Debt would be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reinstatement Date) and subject SECTION 4.9. To the extent such Debt would not be so permitted to be Incurred pursuant to SECTION 4.9, such Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iv) of the definition of “Permitted Debt”.

(d)    Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under SECTION 4.7 will be made as though such covenant had been in effect from the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of SECTION 4.7 to the extent provided therein. Additionally, upon the occurrence of a Reinstatement Date, the amount of Excess Proceeds from any Asset Sales shall be reset to zero.

(e)    Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reinstatement Date or after a Suspension Period based solely on events that occurred during the Suspension Period).

(f)    The Company will provide prompt written notice to the Trustee of any Covenant Suspension Event and any Reinstatement Date.

SECTION 4.22. Real Estate Mortgages and Filings.

With respect to any Material Real Property owned on the Issue Date that forms a part of the Collateral which is required to be mortgaged to the Collateral Trustee in accordance with the requirements of this Indenture and/or the Security Documents within 180 days after the Issue Date or as soon as practicable thereafter using commercially reasonable efforts, or in the case of Material Real Property acquired after the Issue Date, within 75 days after the acquisition thereof or as soon as practicable thereafter using commercially reasonable efforts, the Company or Guarantor shall deliver to the Collateral Trustee the following which shall, in each case, be in form and substance reasonably satisfactory to the Collateral Trustee:

(i)    a fully executed counterpart of a first priority mortgage, deed of trust or deed to secure debt in favor of the Collateral Trustee covering the applicable Material Real Property, in accordance with the requirements of this Indenture, duly executed by the Issuer or such Guarantor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such mortgage, deed of trust or deed to secure debt (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected first priority lien, subject to no Liens other than Permitted Liens;

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(ii)    a policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Collateral Trustee and its successors and/or assigns, in the form necessary, paid for by the Company, issued by a nationally recognized title insurance company insuring the Lien of such mortgage as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, coinsurance and reinsurance as shall be reasonably required by the Collateral Trustee;

(iii)    such surveys (or any updates or affidavits that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove the standard survey exception and issue customary survey-related endorsements;

(iv)    local counsel opinions in jurisdictions where the real property subject to a mortgage, deed of trust or deed to secure debt is located covering the enforceability of each mortgage, deed of trust or deed to secure debt and such other customary matters that are incidental thereto; and

(v)    such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by the Company of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the mortgages and the issuance of the title insurance policies.

ARTICLE V

SUCCESSORS

SECTION 5.1. Consolidation, Merger, Conveyance, Transfer or Lease.

The Company will not in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Restricted Subsidiary into the Company in which the Company is the continuing Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the assets of the Company and its Restricted Subsidiaries (determined on a consolidated basis), taken as a whole, to any other Person, unless:

(i)    either: (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged, or the Person that acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the property and assets of the Company (such Person, the “Surviving Entity”), (1) shall be a corporation, partnership, limited liability company or similar entity organized and validly existing under the laws of the United States, any political subdivision thereof or any state thereof or the District of Columbia and (2) shall expressly assume, by a supplemental indenture and such other customary documents or instruments, the due and punctual payment of all amounts due in respect of the principal of (and premium, if any) and interest on all the Notes and the performance of the covenants and obligations of the Company under this Indenture and the Security Documents and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to such Surviving Entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; provided that at any time the Company or its Successor Entity is not a corporation, there shall be a co- issuer of the Notes that is a corporation;

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(ii)    immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(iii)    immediately after giving effect to any such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred in connection with or in respect of such transaction or series of transactions), as if such transaction or series of transactions had occurred on the first day of the determination period, the Company (or the Surviving Entity if the Company is not continuing) could either (i) Incur $1.00 of additional Debt under the provisions described in the first paragraph of SECTION 4.9, or (ii) would have a Consolidated Fixed Charge Coverage Ratio which is not less than the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to such transaction or series of transactions; and

(iv)    the Company delivers, or causes to be delivered, to the Trustee, in form satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of this Indenture.

Notwithstanding the foregoing, failure to satisfy the requirements of the preceding clauses (ii) and (iii) will not prohibit:

(a)    a merger between the Company and a Restricted Subsidiary that is a wholly owned Subsidiary of the Company; or

(b)    a merger between the Company and an Affiliate incorporated solely for the purpose of converting the Company into a Person organized under the laws of the United States or any political subdivision or state thereof (other than its then-current state of organization) or for the purpose of changing its form of organization; so long as, in each case, the amount of Debt of the Company and its Restricted Subsidiaries is not increased thereby.

For all purposes of this Indenture, the Security Documents and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture, the Security Documents and all Debt, and all Liens on property or assets, of the Surviving Entity and its Subsidiaries that was not Debt, or were not Liens on property or assets, of the Company and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been Incurred upon such transaction or series of transactions.

Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, the conditions described in the immediately preceding paragraphs, the Surviving Entity (if other than the Company) shall succeed to, and be substituted for, and may exercise every right and power of, the Company, under this Indenture and the Security Documents with the same effect as if such Surviving Entity had been named as the Company therein; and when a Surviving Entity duly assumes all of the obligations and covenants of the Company pursuant to this Indenture, the Security Documents and the Notes, except in the case of a lease of all or substantially all of the Company’s assets, the predecessor Person shall be relieved of all such obligations.

SECTION 5.2. Successor Person Substituted.

Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Company in accordance with SECTION 5.1 hereof, the successor Person formed by such consolidation or into or with which the Company (and, if necessary, any co-issuer) is merged

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or to which such sale, assignment, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” or the “Issuer” shall refer instead to the successor Person and not to the Company), and shall exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that in the event of a transfer or lease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Notes, except in the case of a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Company that meets the requirements of Section 5.1 hereof.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1. Events of Default.

Each of the following constitutes an “Event of Default”:

(1)    default in the payment in respect of the principal of (or premium, if any, on) any Note when due and payable (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2)    default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3)    except as permitted by this Indenture, any Note Guarantee of any Significant Subsidiary required to be a Guarantor pursuant to this Indenture (or any group of Restricted Subsidiaries required to be Guarantors pursuant to this Indenture that, taken together, would constitute a Significant Subsidiary) shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms;

(4)    default in the performance, or breach, of any covenant or agreement (including the Company’s obligations pursuant to SECTION 4.14) of the Company or any Guarantor in this Indenture or the Security Documents (other than a covenant or agreement a default in whose performance or whose breach is specifically addressed in clauses (1), (2), or (3) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;

(5)    a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Company or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $50.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults (A) shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or (B) shall constitute a failure to pay principal of at least $50.0 million on such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(6)    the entry against the Company or any Restricted Subsidiary that is a Significant Subsidiary of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $50.0 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days;

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(7)    the Company or any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) pursuant to or within the meaning of any Bankruptcy Law:

(a)    commences a voluntary case,

(b)    consents to the entry of an order for relief against it in an involuntary case,

(c)    consents to the appointment of a custodian of it or for all or substantially all of its property,

(d)    makes a general assignment for the benefit of its creditors, or

(e)    generally is not paying its debts as they become due; or

(ii)    a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a)    is for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

(b)    appoints a custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries; or

(c)    orders the liquidation of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8)    (i) any Security Document ceases to be in full force and effect (except as permitted by the terms of this Indenture or the Security Documents) for a period of 30 days after the Company or any Guarantor receives notice thereof, (ii) any of the Security Documents ceases to give the Holders a valid, perfected security interest (except as permitted by the terms of this Indenture or the Security Documents) for a period of 30 days after the Company or any Guarantor receives notice thereof or (iii) the Company or any Guarantor fails to grant and perfect any security interest required by the Security Documents to be so granted and perfected, in each case with respect to Collateral having a fair market value in excess of $10.0 million in the aggregate with respect to clauses (i), (ii) and (iii) of this SECTION 6.1.(8).

SECTION 6.2. Acceleration.

If an Event of Default (other than an Event of Default specified in clause (7) of SECTION 6.1 with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than

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25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default (other than the nonpayment of accelerated principal of, premium, if any, or interest on the Notes) have been cured or waived as provided in this Indenture.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (5) of SECTION 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) of SECTION 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

If an Event of Default specified in clause (7) of SECTION 6.1 occurs with respect to the Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the best interest of the Holders.

Notwithstanding the foregoing, a notice of any Default may not be given with respect to any action taken, and reported publicly or to Holders in reasonable detail and good faith, more than two years prior to such notice of any Default, and any time period in this Indenture to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction. In addition, any notice of any Default or notice of acceleration or instruction to the Trustee to provide a notice of any Default or notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is the Depository Trust Company or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of any Default (a “Default Direction”) shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request in order to verify the accuracy of such Holder’s Position Representation within five Business Days of any request therefor (a “Verification Covenant”). In any case in which the Holder is the Depository Trust Company or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of the Depository Trust Company or its nominee.

If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence that the Company has filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be automatically stayed pending a final or non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to

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any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred and the Trustee shall be deemed to have not received the Noteholder Direction or any notice of such Event of Default.

The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) with respect to any payment default a Responsible Officer of the Trustee has actual knowledge of such Default or Event of Default or (2) a written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee.

If the Notes are accelerated or otherwise become due prior to their stated maturity, in each case as a result of an Event of Default (including, but not limited to, an Event of Default specified in clause (7) of the definition of “Event of Default” (including the acceleration of any portion of the Debt evidenced by the Notes by operation of law)), the amount that shall then be due and payable shall be equal to:

(x) (i) 100% of the principal amount of the Notes then outstanding plus the Applicable Premium in effect on the date of such acceleration or (ii) the applicable redemption price in effect on the date of such acceleration, as applicable, plus

(y) accrued and unpaid interest to, but excluding, the date of such acceleration,

in each case as if such acceleration were an optional redemption of the Notes so accelerated.

Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, but not limited to, an Event of Default specified in clause (7) of the definition of “Event of Default” (including the acceleration of any portion of the Debt evidenced by the Notes by operation of law)), the Applicable Premium or the amount by which the applicable redemption price exceeds the principal amount of the Notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the Notes shall also be due and payable as though the Notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the Notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Applicable Premium or the Redemption Price Premium, as applicable, becomes due and payable, it shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including the Applicable Premium or the Redemption Price Premium, as applicable) from and after the applicable triggering event, including in connection with an Event of Default specified in clause (7) of the definition of “Event of Default.” Any premium payable pursuant to this paragraph shall be presumed to be liquidated damages (and not unmatured interest under bankruptcy laws) sustained by each noteholder as the result of the acceleration of the Notes and the Company and each Guarantor agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes or this Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. THE COMPANY AND EACH GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company and each Guarantor expressly agree (to the fullest extent they may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the premium shall be payable

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notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between the noteholders and the Company and each Guarantor giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company and each Guarantor expressly acknowledge that the agreement to pay the premium to the noteholders as herein described is a material inducement to the noteholders to purchase the Notes.

No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note directly (as opposed to through the Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the respective due dates expressed in such Note.

SECTION 6.3. Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Pursuant to SECTION 4.4, the Company is required to deliver to the Trustee annually a statement regarding compliance with this Indenture, and the Company is required upon (and in any event no later than 5 Business Days after) becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

SECTION 6.4. Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes (other than as a result of an acceleration), which shall require the consent of all of the Holders of the Notes then outstanding.

SECTION 6.5. Control by Majority.

The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the First-Second Intercreditor Agreement, that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability, and (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

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SECTION 6.6. Limitation on Suits.

A Holder may pursue a remedy with respect to this Indenture or the Notes only if:

(a)    the Holder gives to the Trustee written notice of a continuing Event of Default or the Trustee receives such notice from the Company;

(b)    the Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(c)    such Holder or Holders offer and, if requested, provide to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense which might be incurred by it in compliance with such request or directive;

(d)    the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of such indemnity or security; and

(e)    during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

SECTION 6.7. Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.8. Collection Suit by Trustee.

If an Event of Default specified in SECTION 6.1(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.9. Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable upon the conversion or exchange of the Notes or on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and

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counsel, and any other amounts due the Trustee under SECTION 7.7 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under SECTION 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10. Priorities.

Subject to the Security Documents, any money collected by the Trustee pursuant to this Article VI and any money or other property distributable in respect of the Company’s obligations under this Indenture after an Event of Default shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

First: to the Trustee (including any predecessor Trustee) and the Collateral Trustee, their agents and attorneys for amounts due under SECTION 7.7 hereof, including payment of all reasonable compensation, expense and liabilities incurred, and all advances made, by the Trustee or the Collateral Trustee and the costs and expenses of collection;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest respectively; and

Third: to the Issuer or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this SECTION 6.10.

SECTION 6.11. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This SECTION 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to SECTION 6.7 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

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ARTICLE VII

TRUSTEE

SECTION 7.1. Duties of Trustee.

(a)    If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b)    Except during the continuance of an Event of Default:

(i)    the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)    in the absence of willful misconduct or bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall be under a duty to examine the certificates and opinions specifically required to be furnished to it to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts or conclusions stated therein).

(c)    The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)    this paragraph does not limit the effect of paragraphs (b) or (e) of this SECTION 7.1;

(ii)    the Trustee shall not be liable for any error of judgment made in good faith by an officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)    the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to SECTION 6.5 hereof.

(d)    Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this SECTION 7.1.

(e)    No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture or the Security Documents at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f)    The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust pursuant to Article VIII.

(g)    The Trustee shall not be charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been received by a Responsible Officer in accordance with the provisions of this Indenture.

SECTION 7.2. Rights of Trustee.

(a)    The Trustee, as Trustee and acting in each of its capacities hereunder, may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any such document.

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(b)    Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of the Trustee’s own choosing and the Trustee shall be fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance on the advice or opinion of such counsel or on any Opinion of Counsel.

(c)    The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

(d)    The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture or the Security Documents. Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate.

(e)    Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor.

(f)    The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have provided to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(g)    The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours the books, records and premises of the Company or any Guarantor, personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(h)    The rights, privileges, protections and benefits given to the Trustee and the Collateral Trustee, including, without limitation, their respective rights to be indemnified, are extended to, and shall be enforceable by, the Trustee and the Collateral Trustee in each of their respective capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder.

(i)    The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

SECTION 7.3. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest as defined in Section 310(b) of the TIA, it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to SECTION 7.10 hereof.

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SECTION 7.4. Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Security Documents or the Notes, and it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer’s or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes, any statement or recital in any document in connection with the sale of the Notes, the Security Documents or pursuant to this Indenture other than its certificate of authentication on the Notes.

SECTION 7.5. Notice of Defaults.

If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall send electronically or mail to Holders a notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders.

SECTION 7.6. [Reserved].

SECTION 7.7. Compensation and Indemnity.

(a)    The Issuer shall pay to the Trustee and the Collateral Trustee from time to time compensation for its acceptance of this Indenture and the Security Documents and services hereunder as the parties will agree from time to time. The Trustee’s and the Collateral Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee and the Collateral Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include, but not limited to, the reasonable compensation, disbursements and expenses of the Trustee’s and the Collateral Trustee’s agents and counsel.

(b)    The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee and the Collateral Trustee (which for purposes of this SECTION 7.7 shall include its officers, directors, employees and agents) against any and all claims, damage, losses, liabilities or expenses (including reasonable attorneys’ fees) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture and the Security Documents against the Issuer (including this SECTION 7.7) and defending itself against any claim (whether asserted by the Issuer or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent any such loss, claim, damage, liability or expense may be attributable to its negligence, willful misconduct or bad faith. The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Trustee and the Collateral Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of one such counsel. The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. Under no circumstances shall the Trustee or the Collateral Trustee be liable for any consequential or punitive damages of any kind.

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(c)    The obligations of the Issuer and the Guarantors under this SECTION 7.7 shall survive the satisfaction and discharge or termination for any reason of this Indenture or the resignation or removal of the Trustee or the Collateral Trustee.

(d)    To secure the Issuer’s and the Guarantors’ obligations in this SECTION 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal or interest, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge or termination for any reason of this Indenture and the resignation or removal of the Trustee.

(e)    In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in SECTION 6.1(7) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

“Collateral Trustee” for the purposes of this SECTION 7.7 shall include any predecessor Collateral Trustee and the Collateral Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder or under the Security Documents;

“Trustee” for the purposes of this SECTION 7.7 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

SECTION 7.8. Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this SECTION 7.8.

The Trustee may resign at any time and be discharged from the trust hereby created by so notifying the Issuer in writing. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

(a)    the Trustee fails to comply with SECTION 7.10 hereof;

(b)    the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)    a Custodian or public officer takes charge of the Trustee or its property; or

(d)    the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of all outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Promptly after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided in SECTION 7.7 hereof, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall deliver notice of its succession to each Holder.

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If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at least 10% in aggregate principal amount of all outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with SECTION 7.10 hereof, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding replacement of the Trustee pursuant to this SECTION 7.8, the Issuer’s obligations under SECTION 7.7 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.9. Successor Trustee by Merger, Etc.

If the Trustee or any Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Trustee or any Agent, as applicable.

SECTION 7.10. Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power and that is subject to supervision or examination by federal or state authorities. The Trustee together with its affiliates shall at all times have a combined capital and surplus of at least $50.0 million as set forth in its most recent annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1), (2) and (5). If this Indenture becomes qualified under the TIA, the Trustee shall be subject to TIA § 310(b) including the provision in Section § 310(b)(1); provided that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Issuer or the Guarantors are outstanding if the requirements for exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11. [Reserved].

SECTION 7.12. Trustee’s Application for Instructions from the Issuer.

Any application by the Trustee for written instructions from the Issuer may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than 20 Business Days after the date any officer of the Issuer actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

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ARTICLE VIII

SATISFACTION AND DISCHARGE; DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1. Option to Effect Defeasance or Covenant Defeasance.

The Issuer may, at the option of its Board of Directors evidenced by a Board Resolution set forth in an Officer’s Certificate, at any time, elect to have either SECTION 8.2 or 8.3 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.2. Defeasance and Discharge.

(a)    Upon the Issuer’s exercise under SECTION 8.1 hereof of the option applicable to this SECTION 8.2, the Issuer shall, subject to the satisfaction of the conditions set forth in SECTION 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, defeasance means that the Issuer shall be deemed to have paid and discharged the entire Debt represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of SECTION 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in SECTION 8.4(1); (b) the Issuer’s obligations with respect to such Notes under SECTIONS 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, benefits and immunities of the Trustee, including without limitation thereunder, under SECTION 7.7, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (d) the Company’s rights pursuant to SECTION 3.7; and (e) the provisions of this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this SECTION 8.2 notwithstanding the prior exercise of its option under SECTION 8.3 hereof.

(b)    The Issuer and the Guarantors may terminate their respective obligations under this Indenture and the Security Documents (a “Discharge”) when:

(1)    either: (A) all Notes that have been authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee immediately available funds or U.S. Government Obligations in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption;

(2)    the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer;

(3)    the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

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(4)    the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and

(5)    the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the Discharge have been complied with.

(c)    The Issuer may elect, at its option, to have its obligations discharged with respect to the outstanding Notes and the Security Documents (“legal defeasance”). Such defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for:

(1)    the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Notes when payments are due;

(2)    the Issuer’s obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3)    the rights, powers, trusts, duties and immunities of the Trustee;

(4)    the Company’s right of optional redemption; and

(5)    the legal defeasance provisions of this Indenture.

(d)    If the Issuer exercises its legal defeasance option, the Subsidiary Guarantees in effect at such time will terminate.

SECTION 8.3. Covenant Defeasance.

Upon the Issuer’s exercise under SECTION 8.1 hereof of the option applicable to this SECTION 8.3, the Issuer shall, subject to the satisfaction of the conditions set forth in SECTION 8.4 hereof, be released from its obligations under the covenants contained in SECTIONS 4.3, 4.4, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22 and 5.1 hereof with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, covenant defeasance means that, with respect to the outstanding Notes, the Issuer or any of its Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under SECTION 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under SECTION 8.1 hereof of the option applicable to this SECTION 8.3, subject to the satisfaction of the conditions set forth in SECTION 8.4 hereof, SECTION 6.1(4) hereof shall not constitute an Event of Default.

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SECTION 8.4. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of either SECTION 8.2 or 8.3 hereof to the outstanding Notes:

In order to exercise either legal defeasance or covenant defeasance with respect to outstanding Notes:

(1)    the Issuer must irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (A) money in an amount, or (B) non-callable U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of and premium, if any, and interest on such Notes on the Stated Maturity thereof or (if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer) the redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes;

(2)    in the case of legal defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders and beneficial owners of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur;

(3)    in the case of covenant defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders and beneficial owners of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur;

(4)    no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such borrowing);

(5)    such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes are in default within the meaning of the TIA);

(6)    such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound; and

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(7)    the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such legal defeasance or covenant defeasance have been complied with.

In connection with a Discharge, in the event the Issuer becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Issuer, disbursement of such monies may be subject to the automatic stay of Bankruptcy Law and monies disbursed to Holders may be subject to disgorgement in favor of the Issuer’s estate. Similar results may apply upon the insolvency of the Issuer during the applicable preference period following the deposit of monies in connection with defeasance.

SECTION 8.5. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to SECTION 8.6 hereof, all money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this SECTION 8.5, the “Trustee”) pursuant to SECTION 8.4 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or any Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to SECTION 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. Government Obligations held by it as provided in SECTION 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under SECTION 8.4(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

SECTION 8.6. Repayment to Issuer.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest, if any, on any Note and remaining unclaimed for one year after such principal and premium, if any, or interest has become due and payable shall be paid to the Issuer on its written request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.

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SECTION 8.7. Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non- callable U.S. Government Obligations in accordance with SECTION 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Issuer under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to SECTION 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with SECTION 8.2 or 8.3 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1. Without Consent of Holders of the Notes.

Notwithstanding SECTION 9.2 of this Indenture, without the consent of any Holders, the Issuer, the Guarantors, the Trustee and the Collateral Trustee, as applicable, at any time and from time to time, subject to the terms of the Collateral Trust Agreement and the First-Second Intercreditor Agreement, where applicable, may enter into one or more indentures supplemental to this Indenture or other documents or instruments to amend or supplement the Security Documents, for any of the following purposes:

(1)    to evidence the succession of another Person to the Company and the assumption by any such Successor Entity of the covenants of the Company in this Indenture, the Note Guarantees, the Notes and the Security Documents;

(2)    to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuer;

(3)    to add additional Events of Default;

(4)    to provide for uncertificated Notes in addition to or in place of the Certificated Notes;

(5)    to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee or under the Security Documents of a successor Collateral Trustee thereunder, pursuant to the requirements thereof;

(6)    to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture;

(7)    to add a Guarantor or to release a Guarantor in accordance with the terms of this Indenture;

(8)    to cure any ambiguity, defect, omission, mistake or inconsistency;

(9)    to make any other provisions with respect to matters or questions arising under this Indenture; provided that such actions pursuant to this clause (9) shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors or senior management of the Company;

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(10)    to conform the text of this Indenture, the Notes or the Security Documents to any provision of the “Description of notes” in the Offering Memorandum to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of notes”;

(11)    to effect or maintain the qualification of this Indenture under the TIA;

(12)    to add additional assets as Collateral or grant any Lien in favor of the Collateral Trustee to secure the Notes and/or the related Guarantees;

(13)    to confirm and evidence the release, termination, discharge or retaking of any guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture or the Security Documents; or

(14)    to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of Permitted Additional First Lien Secured Obligations or Permitted Additional Second Lien Secured Obligations permitted by this Indenture and the Security Documents and to provide for an intercreditor agreement with creditors for whom a junior lien on the Collateral is to be granted.

In addition, the Holders will be deemed to have consented for purposes of the Security Documents to any of the following amendments, waivers and other modifications to the Security Documents:

(1)    (A) to add other parties (or any authorized agent thereof or trustee therefor) holding First Lien Obligations that are incurred in compliance with this Indenture and the Security Documents and (B) to establish that the Liens on any Collateral securing such First Lien Obligations shall rank equally under the First-Second Intercreditor Agreement with the Liens on such Collateral securing the obligations under this Indenture and senior to the Liens on such Collateral securing any obligations under any Second Lien Obligations, all on the terms provided for in the First-Second Intercreditor Agreement as in effect immediately prior to such amendment;

(2)    (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Permitted Additional Second Lien Secured Obligations that are incurred in compliance with this Indenture and the Security Documents and (B) to establish that the Liens on any Collateral securing such Permitted Additional Second Lien Secured Obligations shall rank equally under the First-Second Intercreditor Agreement with the Liens on such Collateral securing the Second Lien Obligations and junior and subordinated to the Liens on such Collateral securing any First Lien Obligations, all on the terms provided for in the First-Second Intercreditor Agreement as in effect immediately prior to such amendment;

(3)    to establish that the Liens on any Collateral securing any Debt replacing in whole or in part the Notes permitted to be Incurred under SECTION 4.9 that represent First Lien Obligations shall be senior to the Liens on such Collateral securing any obligations under this Indenture, the Notes and the Note Guarantees, which obligations shall continue to be secured on a first-priority basis on the Collateral; and

(4)    to effectuate the release of any Guarantor and/or Collateral in accordance with the terms of this Indenture and the Security Documents, as applicable.

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SECTION 9.2. With Consent of Holders of Notes.

With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, but excluding any consents obtained in respect of Notes beneficially owned by the Company or its Affiliates), the Issuer, the Guarantors, the Trustee and the Collateral Trustee, as applicable, may enter into an indenture or indentures supplemental to this Indenture or other documents or instruments to amend or supplement the Security Documents for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Security Documents or the Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture or the Security Documents, including the definitions herein; provided, however, that no such supplemental indenture or other documents or instruments shall, without the consent of the Holder of each outstanding Note affected thereby:

(1)    change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor;

(2)    reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;

(3)    modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification is made after the time that the Company is required to make an Offer to Purchase in connection with a Change of Control or Asset Sale;

(4)    modify the obligations of the Company with respect to any Asset Sale Mandatory Redemption if such modification is made after the time that the Company is required to make such Asset Sale Mandatory Redemption;

(5)    modify or change any provision of this Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes;

(6)    modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or

(7)    release any Note Guarantees required to be maintained under this Indenture (other than in accordance with the terms of this Indenture).

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default:

(1)    in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer); or

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(2)    in respect of a covenant or provision hereof which under this Indenture or the Security Documents cannot be modified or amended without the consent of the Holder of each outstanding Note affected, each of which, for the avoidance of doubt, shall require the consent of all the Holders of the Notes outstanding.

In addition, except pursuant to the clauses set forth above, without the consent of the Holders of at least 66 and 2/3% of the principal amount of the outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, but excluding any consents obtained in respect of Notes beneficially owned by the Company or its Affiliates), no amendment, supplement or waiver may modify any Security Document or the provisions in this Indenture dealing with the Collateral or the Security Documents that would have the impact of releasing all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of this Indenture and the Security Documents) or change or alter the priority of the security interests in the Collateral.

SECTION 9.3. [Reserved].

SECTION 9.4. Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. When an amendment, supplement or waiver becomes effective in accordance with its terms, it thereafter binds every Holder.

The Issuer may, but shall not be obligated to, fix a record date for determining which Holders consent to such amendment, supplement or waiver. If the Issuer fixes a record date, the record date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished for the Trustee prior to such solicitation pursuant to SECTION 2.5 hereof or (ii) such other date as the Issuer shall designate.

SECTION 9.5. Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

After any amendment, supplement or waiver becomes effective, the Company shall mail to Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.6. Trustee to Sign Amendments, Etc.

The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer and the Guarantors may not sign an amendment or supplemental indenture until their respective Boards of Directors approve it. In signing or refusing to sign any amendment or supplemental indenture the Trustee shall be

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entitled to receive and (subject to SECTION 7.1 hereof) shall be fully protected in relying upon an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized or permitted by this Indenture, that all conditions precedent thereto have been met or waived, that such amendment or supplemental indenture is not inconsistent herewith, and that it will be valid and binding upon the Issuer in accordance with its terms.

ARTICLE X

NOTE GUARANTEES

SECTION 10.1. Note Guarantees.

(a)    Each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, on behalf of such Holder, that: (i) the principal of and premium, if any and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders, the Trustee or the Collateral Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantees shall be a guarantee of payment and not of collection.

(b)    Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

(c)    Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee and/or the Collateral Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee, the Collateral Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee and/or the Collateral Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee, the Collateral Trustee or any of the Holders.

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(d)    If any Holder, the Trustee or the Collateral Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any Guarantor, any amount paid by any of them to the Trustee, the Collateral Trustee or such Holder, the Note Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee, the Collateral Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture.

(e)    Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders, the Trustee and the Collateral Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Note Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Note Guarantee of such Guarantor.

SECTION 10.2. Delivery of Note Guarantee.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the Guarantors.

SECTION 10.3. Severability.

In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10.4. Limitation of Guarantors’ Liability.

Each Guarantor and by its acceptance of Notes, each Holder, confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

SECTION 10.5. Guarantors May Consolidate, Etc., on Certain Terms.

Except as otherwise provided in SECTION 10.6, a Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless:

(1)    immediately after giving effect to such transactions, no Default or Event of Default exists; and

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(2)    either:

(A)    the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture pursuant to a supplemental indenture satisfactory to the Trustee; or

(B)    the Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the provisions of SECTION 4.10 hereof; and

(3)    the Company delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such sale, other disposition, consolidation or merger complies with the requirements of this Indenture.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof.

Except as set forth in Articles IV and V hereof, and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

SECTION 10.6. Releases Following Sale of Assets.

Any Guarantor shall be released and relieved of any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition in accordance with the provisions of SECTION 4.10 hereof; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Debt Facilities. At the request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer to evidence such release and discharge.

Any Guarantor not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.

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SECTION 10.7. Release of a Guarantor.

Any Guarantor that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary in accordance with the terms of this Indenture shall, at such time, be deemed automatically and unconditionally released and discharged of its obligations under its Note Guarantee without any further action on the part of the Trustee or any Holder. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of the Company’s request for such release accompanied by an Officer’s Certificate certifying as to the compliance with this SECTION 10.7. Any Guarantor not so released shall remain liable for the full amount of principal of and interest on the Notes as provided in its Note Guarantee.

SECTION 10.8. Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its guarantee and waivers pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.

SECTION 10.9. Future Guarantors.

Each Person that is required to become a Guarantor after the Issue Date pursuant to SECTION 4.17 shall promptly execute and deliver to the Trustee a supplemental indenture pursuant to which such Person shall become a Guarantor. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

ARTICLE XI

SECURITY

SECTION 11.1. Security Interest.

(a)    The due and punctual payment of the principal of, premium, if any, interest, if any, on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether on a date an interest payment is due, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Collateral Trustee under this Indenture, the Security Documents, the Note Guarantees and the Notes shall be secured as provided in the Security Documents. Notwithstanding anything to the contrary herein, no First Priority Collateral shall consist of any Excluded Property.

(b)    Each Holder, by its acceptance of a Note, consents and agrees to the terms of each Security Document, as the same may be in effect or may be amended from time to time in accordance with its respective terms, and authorizes and directs the Trustee and the Collateral Trustee, as applicable, to (i) enter into this Indenture, in the case of the Trustee, and the Security Documents, in the case of the Collateral Trustee, whether executed on or after the Issue Date, (ii) make the representations of the Holders set forth in the Security Documents, (iii) bind the Holders on the terms as set forth in the Security Documents and (iv) perform and observe its obligations and exercise its rights thereunder in accordance therewith. The Company shall, and shall cause each of

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the Guarantors to do or cause to be done, at its sole cost and expense, all such actions and things as may be required by the provisions of the Security Documents and applicable law, to assure and confirm to the Collateral Trustee the security interests in the Collateral contemplated by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed and subject to the Collateral Trust Agreement and the First-Second Intercreditor Agreement, including taking all commercially reasonable actions (including filing of Uniform Commercial Code continuation statements and Uniform Commercial Code amendments) required to cause the Security Documents to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Security Documents and the Note Guarantees valid and enforceable, perfected (to the extent required therein) security interests in and on all the Collateral, in favor of the Collateral Trustee, superior to and prior to the rights of all third Persons other than as set forth in the Collateral Trust Agreement and the First-Second Intercreditor Agreement, and subject to no other Liens, in each case, except as expressly provided herein or therein. If required for the purpose of meeting the legal requirements of any jurisdiction in which any of the First Priority Collateral may at the time be located, the Issuer shall have the power to appoint, and shall take all reasonable action to appoint, one or more Persons to act as co-Collateral Trustee with respect to any such Collateral, with such rights and powers limited to those deemed necessary for the Issuer, the Trustee or the Collateral Trustee to comply with any such legal requirements with respect to such Collateral, and which rights and powers shall not be inconsistent with the provisions of this Indenture.

SECTION 11.2. Collateral Trust Agreement; Intercreditor Agreements.

(a)    Notwithstanding anything to the contrary contained herein, the Trustee and each Holder, by its acceptance of the Notes, hereby acknowledges that the Liens and security interests securing the Obligations on the Notes, the exercise of any right or remedy by the Collateral Trustee under the Security Documents or with respect thereto, and certain rights of the parties thereto are subject to the provisions of the Collateral Trust Agreement, the First-Second Intercreditor Agreement and any other applicable Approved Intercreditor Agreement that has been entered into by the Trustee and/or the Collateral Trustee pursuant to the terms hereof. In the event of any conflict between the terms of the Collateral Trust Agreement, the First-Second Intercreditor Agreement or any such Approved Intercreditor Agreement and the terms of this Indenture or any Security Document with respect to the priority of any Liens granted to the Collateral Trustee or the exercise of any rights and remedies of the Collateral Trustee, the terms of the Collateral Trust Agreement, the First-Second Intercreditor Agreement and any such applicable Approved Intercreditor Agreement shall govern and control.

(b)    In connection with any matter under the Collateral Trust Agreement requiring an Act of Required Secured Parties, except as otherwise be expressly provided hereunder, the Trustee will deliver an Act of Required Secured Parties under the Collateral Trust Agreement on behalf of all the Holders as a block in the manner directed by Holders of a majority in aggregate principal amount of the Notes then outstanding.

SECTION 11.3. Release of Liens.

(a)    The Issuer and the Guarantors will be entitled to releases of Liens included in the First Priority Collateral under any one or more of the following circumstances, and such Liens shall immediately and automatically, without the need for any further action by any Person, be released, terminated and discharged:

(1)    in whole, upon a legal defeasance or a covenant defeasance of the Notes as set forth under Article VIII;

(2)    in whole, upon satisfaction and discharge of this Indenture, as set forth under Article VIII;

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(3)    in whole, upon payment in full of principal, interest and all Obligations on the Notes issued under this Indenture;

(4)    in whole or in part, with the consent of the requisite Holders of the Notes in accordance with the provisions under Article IX, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes;

(5)    in part, as to any asset constituting First Priority Collateral to the extent it becomes Excluded Property; and

(6)    in part, as to any asset constituting First Priority Collateral (A) that is sold, transferred or otherwise disposed of by the Issuer or any of the Guarantors (other than to the Issuer or another Guarantor) in a transaction permitted by this Indenture (to the extent of the interest sold or disposed of); (B) to the extent such First Priority Collateral is comprised of property leased to the Issuer or the Guarantors, upon termination or expiration of such lease; (C) that is owned by a Guarantor that is released from its Note Guarantee; or (D) that is otherwise released in accordance with this Indenture or the Security Documents.

In addition, Liens securing the Guarantee of any Guarantor will be automatically released when such Guarantor’s Note Guarantee is released in accordance with the terms of SECTION 10.7 and the Collateral Trustee’s Liens on the Collateral will be released upon the terms and subject to the conditions set forth in Section 4.1 of the Collateral Trust Agreement and Section 5.01 of the First-Second Intercreditor Agreement (or the comparable provisions of any other Approved Intercreditor Agreement).

SECTION 11.4. The Collateral Trustee.

(a)    The Trustee and each Holder, by its acceptance of the Notes, hereby acknowledge and agree that pursuant to the Collateral Trust Agreement, the Collateral Trustee shall hold in trust for the benefit of all current and future Secured Parties a security interest in the Collateral granted to the Collateral Trustee pursuant to the applicable Security Document.

(b)    Each Holder, by its acceptance of the Notes (i) appoints Wilmington Trust, National Association to act on its behalf as collateral trustee under the Security Documents and the Collateral Trust Agreement, (ii) authorizes and directs the Collateral Trustee to enter into the Security Documents and the Collateral Trust Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith, (iii) authorizes the Collateral Trustee to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Trustee by the terms of the Security Documents and the Collateral Trust Agreement, including for the purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer and Guarantors thereunder to secure the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto and (iv) authorizes the Collateral Trustee to release any Lien granted to or held by the Collateral Trustee upon any Collateral as provided in this Indenture or the Security Documents.

(c)    The Issuer hereby appoints Wilmington Trust, National Association (and any co-agents, sub-agents or attorneys-in-fact appointed by the Collateral Trustee (and which shall be entitled to the benefit of the provisions of the Collateral Trust Agreement)) to serve as collateral trustee on behalf of the Secured Parties under the Collateral Trust Agreement and under the Security Documents as provided therein, with the privileges, powers and immunities as set forth therein and in the Security Documents.

(d)    None of the Issuer, the Guarantors or any of their respective Affiliates may serve as Collateral Trustee.

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(e)    Each Holder, by its acceptance of the Notes, (i) authorize the Collateral Trustee to enter into any Approved Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreements) and (ii) acknowledge that each Approved Intercreditor Agreement is (if entered into) binding upon them.

(f)    The Collateral Trustee shall be an express third party beneficiary and shall enjoy the rights, protections, immunities, and indemnities afforded the Trustee hereunder; provided the foregoing shall not be construed to impose on the Collateral Trustee the duties or standard of care (including any prudent person standard) of the Trustee.

SECTION 11.5. Collateral Shared Equally and Ratably.

Subject to the applicable provisions in the Collateral Trust Agreement, the payment and satisfaction of all of the Secured Obligations shall be secured equally and ratably by the Liens established in favor of the Collateral Trustee for the benefit of the Secured Parties pursuant to the Security Documents and all such Liens will be enforceable by the Collateral Trustee for the benefit of all Secured Parties equally and ratably.

SECTION 11.6. Purchaser Protected.

No purchaser or grantee of any property or rights purporting to be released herefrom shall be bound to ascertain the authority of the Trustee or the Collateral Trustee to execute the release or to inquire as to the existence of any conditions herein prescribed for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted by this Indenture to be sold or otherwise disposed of by the Issuer be under any obligation to ascertain or inquire into the authority of the Issuer to make such sale or other disposition.

SECTION 11.7. Authorization of Receipt of Funds by the Trustee Under the Security Documents.

The Collateral Trustee is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Security Documents and, to the extent not prohibited under the First-Second Intercreditor Agreement or the Collateral Trust Agreement, for turnover to the Trustee to make further distributions of such funds to itself and the Holders in accordance with the provisions of this Indenture, the Security Documents and the First-Second Intercreditor Agreement.

SECTION 11.8. Amendments to Security Documents.

Subject to Article IX hereof and Section 7.1 of the Collateral Trust Agreement, the Trustee and/or the Collateral Trustee, as applicable, at the direction of the Issuer and without the consent of the Holders, shall from time to time enter into one or more amendments to the Security Documents to (i) cure any ambiguity, omission, defect or inconsistency therein (which may include a release of Collateral), (ii) add to the First Priority Collateral or (iii) make any other change thereto that does not adversely affect the Holders, the Trustee or the Collateral Trustee.

SECTION 11.9. Impairment of security interest.

None of the Issuer or any Restricted Subsidiaries will (i) take or omit to take any action which would materially adversely affect or impair the Liens in favor of the Collateral Trustee with respect to the Collateral, (ii) grant any Person, or permit any Person to retain (other than the Collateral Trustee), any Liens on the First Priority Collateral, other than Permitted Liens, or (iii) enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Debt of any Person in a manner that conflicts with this Indenture, the Notes, the Note Guarantees or the Security Documents.

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The Issuer and each Guarantor will, at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or as the Collateral Trustee reasonably requests, to more fully or accurately describe the assets and property intended to be Collateral or the obligations intended to be secured by the Security Documents.

SECTION 11.10. Maintenance of Collateral; Further Assurances.

(i) The Company and the Guarantors shall maintain the Collateral in good, safe and insurable operating order, condition and repair (ordinary wear and tear excepted) and do all other acts as may be reasonably necessary or appropriate to maintain and preserve the Collateral. The Company and the Guarantors shall pay all real estate and other taxes, and maintain in full force and effect all material permits and insurance in amounts that insures against such losses and risks as are reasonable for the type and size of the business of the Company and the Guarantors.

(ii) The Company and the Guarantors shall, at their sole expense, execute and deliver, or cause to be executed and delivered, any and all further documents, financing statements, agreements and instruments, and take or cause to be taken all further actions that may be required under the Security Documents or applicable law, or that the Collateral Trustee or the Trustee may request, in order to grant, preserve, protect, evidence, maintain, enforce and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security Documents in the Collateral for the benefit of the Holders of the Notes, the Trustee and the Collateral Trustee and the holders of any Permitted Additional First Lien Secured Obligations, in each case, to the extent required by this Indenture, the Security Documents and the agreements governing the Permitted Additional First Lien Secured Obligations, and to otherwise effectuate the provisions or purposes of this Indenture and the Security Documents.

SECTION 11.11. After-Acquired Property.

If the Issuer or any Guarantor acquires property that is not automatically subject to a perfected security interest or Lien under the Security Documents and such property would be of the type that is required to be pledged as Collateral under this Indenture and the Security Documents, or a Restricted Subsidiary becomes a Guarantor, then such Issuer or such Guarantor, as the case may be, will reasonably promptly, and in any event within seventy-five (75) days, provide security interests in and Liens on such property (or, in the case of a new Guarantor, all of its assets constituting Collateral under this Indenture and the Security Documents), subject to Permitted Liens, in favor of the Collateral Trustee for its benefit and the benefit of the Trustee and the Holders of the Notes and deliver certain joinder agreements and/or certificates in respect thereof as required by this Indenture and the Security Documents and take all actions required by the Security Documents to perfect the Liens created thereby.

SECTION 11.12. Information Regarding Collateral.

The Company will furnish to the Collateral Trustee, with respect to the Company or any Guarantor, prior written notice ten (10) business days’ in advance of any change in such Person’s (i) legal name, (ii) jurisdiction of organization or formation, (iii) identity or corporate structure or (iv) legal identification number. The Company and the Guarantors will agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code and any other applicable laws that are required by this Indenture and/or the Security Documents in order for the Collateral to be made subject to the Lien of the Collateral Trustee under this Indenture and/or the Security Documents in the manner and to the extent required by this Indenture or any of the Security Documents and shall take all necessary action so that such Lien is perfected with the same priority as immediately prior to such change to the extent required by this Indenture and/or the Security Documents. The Issuer shall also promptly notify the Collateral Trustee if any material portion of the Collateral is damaged, destroyed or condemned.

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ARTICLE XII

MISCELLANEOUS

SECTION 12.1. [Reserved].

SECTION 12.2. Notices.

Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others address:

If to the Issuer or any Guarantor:

Triumph Group, Inc.

899 Cassatt Road, Suite 210

Berwyn, PA 19312

Facsimile: (610) 251-1555

Attention: General Counsel

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Facsimile: (917) 777-3259

Attention: Michael J Zeidel

If to the Trustee:

U.S. Bank National Association

100 Wall Street, Suite 600

New York, NY 10005

Attention: Global Corporate Trust

and

U.S. Bank National Association

Corporate Trust Services

50 S 16th St, Suite 2000

Mail Station: EX-PA-WBSP

Philadelphia, PA 19102

Facsimile: (215) 761-9412

Attention: George J. Rayzis

The Issuer, the Guarantors and the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

100

All notices and communications (other than those sent to Holders and the Trustee) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; 5 Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier promising next Business Day delivery.

Any notice or communication to a Holder shall be sent electronically or mailed by first class mail or by overnight air courier promising next Business Day delivery to its address shown on the register kept by the Registrar. Failure to send a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed or delivered in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except in the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt.

If the Issuer mails or delivers a notice or communication to Holders, it shall mail or deliver a copy to the Trustee and each Agent at the same time.

SECTION 12.3. [Reserved].

SECTION 12.4. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture (other than the initial issuance of the Notes), the Issuer shall furnish to the Trustee upon request:

(a)    an Officer’s Certificate (which shall include the statements set forth in SECTION 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b)    an Opinion of Counsel (which shall include the statements set forth in SECTION 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

SECTION 12.5. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture and shall include:

(a)    a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)    a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)    a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)    a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

101

SECTION 12.6. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 12.7. No Personal Liability of Directors, Officers, Employees, Stockholders and the Trustee.

No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Company or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Issuer under the Notes, any Note Guarantee, this Indenture or the Security Documents by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator.

No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of the Company or the Guarantors on the Notes or under this Indenture or any related documents, any certificate or other writing delivered in connection therewith, against (i) the Trustee in its individual capacity, or (ii) any partner, owner, beneficiary, agent, officer, director, employee, agent, successor or assign of the Trustee, each in its individual capacity, or (iii) any holder of equity in the Trustee. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

SECTION 12.8. Governing Law.

THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES, IF ANY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 12.9. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.10. Successors.

All agreements of the Issuer and the Guarantors in this Indenture and the Notes and the Note Guarantees, as applicable, shall bind their respective successors and assigns. All agreements of the Trustee in this Indenture shall bind its successors and assigns.

SECTION 12.11. Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

102

SECTION 12.12. Counterpart Originals.

The parties may sign any number of counterparts of this Indenture. Each signed counterpart shall be an original, but all of them together represent the same agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed in connection with this Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

SECTION 12.13. Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 12.14. Trust Indenture Act.

This Indenture shall not be subject to any provision or requirements of the TIA.

SECTION 12.15. Tax Treatment.

The Issuer agrees, and by acceptance of a Note or a beneficial ownership interest in the Notes each Holder and each beneficial owner of the Notes will be deemed to have agreed, for U.S. federal income tax purposes, to treat the Notes as “contingent payment debt instruments” that are subject to Treasury Regulations section 1.1275-4. A Holder or beneficial owner may obtain the issue price, amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule for the Notes by submitting a written request for such information to the Issuer at the following address: 899 Cassatt Road, Suite 210, Berwyn, PA 19312, Attention: Treasurer and Vice President.

[Signatures on following page]

103

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first above written.

TRIUMPH GROUP, INC.
By:	/s/ James F. McCabe, Jr.
	Name: James F. McCabe, Jr.
	Title: Senior Vice President and
	Chief Financial Officer

[Indenture]

	HT PARTS, L.L.C.
	TRIUMPH ACCESSORY SERVICES – GRAND PRAIRIE, INC.
	TRIUMPH ACTUATION SYSTEMS - CONNECTICUT, LLC
	TRIUMPH ACTUATION SYSTEMS – VALENCIA, INC.
	TRIUMPH ACTUATION SYSTEMS – YAKIMA, LLC
	TRIUMPH ACTUATION SYSTEMS, LLC
	TRIUMPH AEROSPACE SYSTEMS GROUP, LLC
	TRIUMPH AEROSTRUCTURES – TULSA, LLC
	TRIUMPH AEROSTRUCTURES HOLDINGS, LLC
	TRIUMPH AEROSTRUCTURES, LLC
	TRIUMPH AFTERMARKET SERVICES GROUP, LLC
	TRIUMPH AIRBORNE STRUCTURES, LLC
	TRIUMPH AVIATIONS INC.
	TRIUMPH BRANDS, INC.
	TRIUMPH COMPOSITE SYSTEMS, INC.
	TRIUMPH CONTROLS, LLC
	TRIUMPH ENGINE CONTROL HOLDINGS, INC.
	TRIUMPH ENGINE CONTROL SYSTEMS, LLC
	TRIUMPH ENGINEERED SOLUTIONS, INC.
	TRIUMPH ENGINEERING SERVICES, INC.
	TRIUMPH FABRICATIONS – ORANGEBURG, INC.
	TRIUMPH GEAR SYSTEMS – MACOMB, INC.
	TRIUMPH GEAR SYSTEMS, INC.
	TRIUMPH GROUP ACQUISITION HOLDINGS, INC.
	TRIUMPH INSTRUMENTS – BURBANK, INC.
	TRIUMPH INSULATION SYSTEMS, LLC
	TRIUMPH INTEGRATED AIRCRAFT INTERIORS, INC.
	TRIUMPH INVESTMENT HOLDINGS, INC.
	TRIUMPH STRUCTURES – KANSAS CITY, INC.
	TRIUMPH STRUCTURES – WICHITA, INC.
	TRIUMPH THERMAL SYSTEMS – MARYLAND, INC.
	TRIUMPH THERMAL SYSTEMS, LLC
	TRIUMPH TURBINE SERVICES, INC.
	VAC INDUSTRIES, INC.
	as Guarantors
By:	/s/ James F. McCabe, Jr.
	Name: James F. McCabe, Jr.
	Title:   VP & Treasurer

[Indenture]

THE TRIUMPH GROUP OPERATIONS, INC. as Guarantor
By:	/s/ James F. McCabe, Jr.
	Name: James F. McCabe, Jr.
	Title: Senior VP, CFO & Treasurer
TRIUMPH GROUP ACQUISITION CORP. NU-TECH BRANDS, INC. as Guarantors
By:	/s/ James F. McCabe, Jr.
	Name: James F. McCabe, Jr.
	Title: President & Treasurer

[Indenture]

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ George J. Rayzis
	Name: George J. Rayzis
	Title: Vice President

[Indenture]

EXHIBIT A

FORM OF 8.875% SENIOR SECURED FIRST LIEN NOTE

(Face of Note)

8.875% Senior Secured First Lien Notes due 2024

[Global Notes Legend]

[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture]

[Restricted Notes Legend]

[Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture]

[ERISA Legend]

[Insert the ERISA Legend, if applicable, pursuant to the provisions of the Indenture]

[CPDI Legend]

[Insert the CPDI Legend, if applicable, pursuant to the provisions of the Indenture]

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TRIUMPH GROUP, INC.

8.875% SENIOR SECURED FIRST LIEN NOTES DUE 2024

No.	$
	CUSIP: [●] ISIN: [●]1

Triumph Group, Inc. promises to pay to CEDE & CO., or registered assigns, the principal sum of                      Dollars ($                    ) on June 1, 2024.

Interest Payment Dates: June 1 and December 1

Record Dates: May 15 and November 15

Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual, electronic or facsimile signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

¹  144A CUSIP: 896818AS0

144A ISIN: US896818AS01

REG S CUSIP: U8968GAG9

REG S ISIN: USU8968GAG92

IAI CUSIP: 896818 AT8

IAI ISIN: US896818AT83

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In WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

Dated: [●]

TRIUMPH GROUP, INC.
By:
	Name:
	Title:

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes

referred to in the within-mentioned Indenture:

Dated: [●]

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

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(Reverse of Note)

8.875% Senior Secured First Lien Notes due 2024

TRIUMPH GROUP, INC.

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)    Interest.

Triumph Group, Inc., a Delaware corporation, or its successor (together, “Triumph” or the “Company”), promises to pay interest on the principal amount of this Note (the “Notes”) at a fixed rate. Triumph will pay interest in United States dollars (except as otherwise provided herein) semiannually in arrears on June 1 and December 1, of each year, commencing on December 1, 2020 or, if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including August 17, 2020; provided that if there is no existing Default or Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date (but after December 1, 2020), interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of the Notes, in which case interest shall accrue from the date of authentication. Triumph shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

(2)    Method of Payment. Triumph will pay interest on the Notes (except defaulted interest) on the applicable Interest Payment Date to the Persons who are registered Holders of the Notes at the close of business on the May 15 and November 15 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in SECTION 2.12 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium and interest at the office or agency of Triumph maintained for such purpose within or without the City and State of New York, or, at the option of Triumph, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other Notes the Holders of which shall have provided written wire transfer instructions to Triumph and the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

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Any payments of principal of and interest on this Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

(3)    Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar. Triumph may change any Paying Agent or Registrar without notice to any Holder. Triumph or any of its Restricted Subsidiaries may act in any such capacity.

(4)    Indenture. Triumph issued the Notes under an Indenture, dated as of August 17, 2020 (the “Indenture”), among Triumph, the Guarantors and the Trustee. To the extent the provisions of this Note are inconsistent with the provisions of the Indenture, the Indenture shall govern. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. The Notes issued on the Issue Date are senior secured Obligations of Triumph limited to $700,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding Notes as set forth in Paragraph 2 hereof. The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.

The payment of principal and interest on the Notes is unconditionally guaranteed on a senior secured basis by the Guarantors.

(5)    Optional Redemption.

(a)    The Notes may be redeemed, in whole or in part, at any time or from time to time prior to February 1, 2023, at the option of Triumph upon not less than 10 nor more than 60 days’ prior notice mailed by first class mail (and/or, to the extent permitted by applicable procedures or regulations, electronically) to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the right of registered Holders of the Notes on a relevant record date to receive interest due on a relevant interest payment date).

(b)    The Notes are subject to redemption, at the option of Triumph, in whole or in part, at any time or from time to time on or after February 1, 2023, upon not less than 10 nor more than 60 days’ notice at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of registered Holders of the Notes on a relevant record date to receive interest due on a relevant interest payment date), if redeemed during the periods indicated below:

Year	Percentage
February 1, 2023 to November 30, 2023		104.438	%
December 1, 2023 and thereafter		100.000	%

A-6

(c)    In addition, prior to June 1, 2023, Triumph may at its option, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 40% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 108.875% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the date of redemption (subject to the right of registered Holders of the Notes of record on the relevant record date to receive interest due on a relevant interest payment date); provided that at least 60% of the principal amount of Notes (including Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by Triumph or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.

(6)    Sinking Fund Payments and Asset Sale Mandatory Redemption.

(a)    Triumph shall not be required to make sinking fund payments with respect to the Notes.

(b)    Until the outstanding aggregate principal amount of the Notes is less than or equal to $350 million, at any time when there exists a positive Asset Sale Cash Sweep Amount, the Company shall be required to conduct an Asset Sale Mandatory Redemption pursuant to SECTION 4.10 of the Indenture.

(7)    Repurchase at Option of Holder.

(a)    Upon the occurrence of a Change of Control, unless Triumph has exercised its right to redeem all of the Notes pursuant to SECTION 3.7 of the Indenture, Triumph will make an Offer to Purchase for all of the outstanding Notes at a purchase price in cash equal to 101.000% of the principal amount tendered, together with accrued interest, if any, to but not including the date of purchase. Within 60 days following any Change of Control, Triumph will mail or deliver a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Offer to Purchase required by the Indenture.

(b)    Upon the occurrence of certain Asset Sales, Triumph may be required to offer to purchase the Notes.

(c)    Holders of the Notes that are the subject of an Offer to Purchase will receive notice of an Offer to Purchase pursuant to an Asset Sale or a Change of Control from Triumph prior to any related Purchase Date and may elect to have such Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing below.

(8)    Notice of Redemption. Notice of redemption shall be delivered at least 10 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in a minimum amount of $2,000 principal amount (and integral multiples of $1,000 in excess thereof), unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date, interest ceases to accrue on the Notes or portions hereof called for redemption. Any notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including the completion of a Qualified Equity Offering or other

A-7

corporate event. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed. The Company will be solely responsible for determining if the conditions precedent have been satisfied.

(9)    Denominations, Transfer, Exchange. The Notes are in registered form without coupons in initial denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The transfer of the Notes may be registered and the Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and Triumph may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. Triumph need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10)    Persons Deemed Owners. The registered holder of a Note may be treated as its owner for all purposes.

(11)    Amendment, Supplement and Waiver. Subject to the following paragraphs, the Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including consents obtained in connection with a tender offer or exchange offer for the Notes.

Without the consent of any Holders, Triumph, the Guarantors and the Trustee, as applicable, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture or other documents or instruments to amend or supplement the Security Documents for any of the following purposes:

(1)    to evidence the succession of another Person to Triumph and the assumption by any such Successor Entity of the covenants of Triumph in the Indenture, the Note Guarantees, the Notes and the Security Documents;

(2)    to add to the covenants of Triumph for the benefit of the Holders, or to surrender any right or power herein conferred upon Triumph;

(3)    to add additional Events of Default;

(4)    to provide for uncertificated Notes in addition to or in place of the certificated Notes;

A-8

(5)    to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee or under the Security Documents of a successor Collateral Trustee thereunder, pursuant to the requirements thereof;

(6)    to provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture;

(7)    to add a Guarantor or to release a Guarantor in accordance with the Indenture;

(8)    to cure any ambiguity, defect, omission, mistake or inconsistency;

(9)    to make any other provisions with respect to matters or questions arising under the Indenture; provided that such actions pursuant to this clause (9) shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors or senior management of Triumph;

(10)    to conform the text of the Indenture, the Notes or the Security Documents to any provision of the “Description of notes” in the Offering Memorandum to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”;

(11)    to effect or maintain the qualification of the Indenture under the TIA;

(12)    to add additional assets as Collateral or grant any Lien in favor of the Collateral Trustee to secure the Notes and/or the related Guarantees;

(13)    to confirm and evidence the release, termination, discharge or retaking of any guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under the Indenture or the Security Documents; or

(14)    to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of Permitted Additional First Lien Secured Obligations or Permitted Additional Second Lien Secured Obligations permitted by the Indenture and the Security Documents and to provide for an intercreditor agreement with creditors for whom a junior lien on the Collateral is to be granted.

In addition, the Holders will be deemed to have consented for purposes of the Security Documents to any of the following amendments, waivers and other modifications to the Security Documents:

(1)    (A) to add other parties (or any authorized agent thereof or trustee therefor) holding First Lien Obligations that are incurred in compliance with the Indenture and the Security Documents and (B) to establish that the Liens on any Collateral securing such First Lien Obligations shall rank equally under the First-Second

A-9

Intercreditor Agreement with the Liens on such Collateral securing the obligations under the Indenture and senior to the Liens on such Collateral securing any obligations under any Second Lien Obligations, all on the terms provided for in the First-Second Intercreditor Agreement as in effect immediately prior to such amendment;

(2)    (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Permitted Additional Second Lien Secured Obligations that are incurred in compliance with the Indenture and the Security Documents and (B) to establish that the Liens on any Collateral securing such Permitted Additional Second Lien Secured Obligations shall rank equally under the First-Second Intercreditor Agreement with the Liens on such Collateral securing the Second Lien Obligations and junior and subordinated to the Liens on such Collateral securing any First Lien Obligations, all on the terms provided for in the First-Second Intercreditor Agreement as in effect immediately prior to such amendment;

(3)    to establish that the Liens on any Collateral securing any Debt replacing in whole or in part the Notes permitted to be Incurred under SECTION 4.9 of the Indenture that represent First Lien Obligations shall be senior to the Liens on such Collateral securing any obligations under the Indenture, the Notes and the Note Guarantees, which obligations shall continue to be secured on a first-priority basis on the Collateral; and

(4)    to effectuate the release of any Guarantor and/or Collateral in accordance with the terms of the Indenture and the Security Documents, as applicable.

With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), but excluding any consents obtained in respect of Notes beneficially owned by the Company or its Affiliates), the Issuer, the Guarantors, the Trustee and the Collateral Trustee, as applicable, may enter into an indenture or indentures supplemental to the Indenture or other documents or instruments to amend or supplement the Security Documents for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture, the Security Documents or the Notes or of modifying in any manner the rights of the Holders of the Notes under the Indenture or the Security Documents, including the definitions herein; provided, however, that no such supplemental indenture or other documents or instruments shall, without the consent of the Holder of each outstanding Note affected thereby:

(1)    change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor,

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(2)    reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture,

(3)    modify the obligations of Triumph to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification is made after the time that the Company is required to make an Offer to Purchase in connection with a Change of Control or such Asset Sale,

(4)    modify the obligations of the Company with respect to any Asset Sale Mandatory Redemption if such modification is made after the time that the Company is required to make such Asset Sale Mandatory Redemption;

(5)    modify or change any provision of the Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes,

(6)    modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or

(7)    release any Note Guarantees required to be maintained under the Indenture (other than in accordance with the terms of the Indenture).

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default:

(1)    in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by Triumph), or

(2)    in respect of a covenant or provision hereof which under the Indenture or the Security Documents cannot be modified or amended without the consent of the Holder of each outstanding Note affected, each of which, for the avoidance of doubt, shall require the consent of all the Holders of the Notes outstanding.

In addition, except pursuant to the clauses set forth above, without the consent of the Holders of at least 66 and 2/3% of the principal amount of the outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, but excluding any consents obtained in respect of Notes beneficially owned by the Company or its Affiliates), no amendment, supplement or waiver may modify any Security Document or the provisions in this Indenture dealing with the Collateral or the Security Documents that would have the impact of releasing all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of this Indenture and the Security Documents) or change or alter the priority of the security interests in the Collateral.

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(12)    Defaults and Remedies. Events of Default include:

(1)    default in the payment in respect of the principal of (or premium, if any, on) any Note when due and payable (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2)    default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3)    except as permitted by the Indenture, any Note Guarantee of any Significant Subsidiary required to be a Guarantor pursuant to the Indenture (or any group of Restricted Subsidiaries required to be Guarantors pursuant to the Indenture that, taken together, would constitute a Significant Subsidiary), shall for any reason cease to be, or it shall be asserted by any Guarantor or Triumph not to be, in full force and effect and enforceable in accordance with its terms;

(4)    default in the performance, or breach, of any covenant or agreement (including the Company’s obligations pursuant to SECTION 4.14 of the Indenture) of Triumph or any Guarantor in the Indenture or the Security Documents (other than a covenant or agreement a default in whose performance or whose breach is specifically addressed in clauses (1), (2) or (3) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to Triumph by the Trustee or to Triumph and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;

(5)    a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by Triumph or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $50.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults (A) shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or (B) shall constitute a failure to pay principal of at least $50.0 million on such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(6)    the entry against Triumph or any Restricted Subsidiary that is a Significant Subsidiary of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $50.0 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days;

(7)    (i) Triumph or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a)    commences a voluntary case,

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(b)    consents to the entry of an order for relief against it in an involuntary case,

(c)    consents to the appointment of a custodian of it or for all or substantially all of its property,

(d)    makes a general assignment for the benefit of its creditors, or

(e)    generally is not paying its debts as they become due; or

(ii)    a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a)    is for relief against Triumph or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

(b)    appoints a custodian of Triumph or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Triumph or any of its Restricted Subsidiaries; or

(c)    orders the liquidation of Triumph or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8)    (i) any Security Document ceases to be in full force and effect (except as permitted by the terms of the Indenture or the Security Documents) for a period of 30 days after the Company or any Guarantor receives notice thereof, (ii) any of the Security Documents ceases to give the Holders a valid, perfected security interest (except as permitted by the terms of the Indenture or the Security Documents) for a period of 30 days after the Company or any Guarantor receives notice thereof or (iii) the Company or any Guarantor fails to grant and perfect any security interest required by the Security Documents to be so granted and perfected, in each case with respect to Collateral having a fair market value in excess of $10.0 million in the aggregate with respect to clauses (i), (ii) and (iii) hereof.

If an Event of Default (other than an Event of Default specified in clause (7) above with respect to Triumph) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to Triumph (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, (other than the nonpayment of accelerated principal, premium, if any, of or interest on the Notes) have been cured or waived as provided in the Indenture.

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In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (5) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) above shall be remedied or cured by Triumph or a Restricted Subsidiary of Triumph or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

If an Event of Default specified in clause (7) above occurs with respect to Triumph, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. For further information as to waiver of defaults, see Article IX of the Indenture. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the best interest of the Holders.

Notwithstanding the foregoing, a notice of any Default may not be given with respect to any action taken, and reported publicly or to Holders in reasonable detail and good faith, more than two years prior to such notice of any Default, and any time period in the Indenture to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction. In addition, any notice of any Default or notice of acceleration or instruction to the Trustee to provide a notice of any Default or notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is the Depository Trust Company or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of any Default (a “Default Direction”) shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request in order to verify the accuracy of such Holder’s Position Representation within five Business Days of any request therefor (a “Verification Covenant”). In any case in which the Holder is the Depository Trust Company or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of the Depository Trust Company or its nominee.

If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence that the Company has filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position

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Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be automatically stayed pending a final or non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred and the Trustee shall be deemed to have not received the Noteholder Direction or any notice of such Event of Default.

The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) with respect to any payment default a Responsible Officer of the Trustee has actual knowledge of such Default or Event of Default or (2) a written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee.

If the Notes are accelerated or otherwise become due prior to their stated maturity, in each case as a result of an Event of Default (including, but not limited to, an Event of Default specified in clause (7) of the definition of “Event of Default” (including the acceleration of any portion of the Debt evidenced by the Notes by operation of law)), the amount that shall then be due and payable shall be equal to:

(x) (i) 100% of the principal amount of the Notes then outstanding plus the Applicable Premium in effect on the date of such acceleration or (ii) the applicable redemption price in effect on the date of such acceleration, as applicable, plus

(y) accrued and unpaid interest to, but excluding, the date of such acceleration,

in each case as if such acceleration were an optional redemption of the Notes so accelerated.

Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, but not limited to, an Event of Default specified in clause (7) of the definition of “Event of Default” (including the acceleration of any portion of the Debt evidenced by the Notes by operation of law)), the Applicable Premium or the amount by which the applicable redemption price exceeds the principal amount of the Notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the Notes shall also be due and payable as though the Notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the Notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result

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thereof. If the Applicable Premium or the Redemption Price Premium, as applicable, becomes due and payable, it shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including the Applicable Premium or the Redemption Price Premium, as applicable) from and after the applicable triggering event, including in connection with an Event of Default specified in clause (7) of the definition of “Event of Default.” Any premium payable pursuant to this paragraph shall be presumed to be liquidated damages (and not unmatured interest under bankruptcy laws) sustained by each noteholder as the result of the acceleration of the Notes and the Company and each Guarantor agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. THE COMPANY AND EACH GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company and each Guarantor expressly agree (to the fullest extent they may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between the noteholders and the Company and each Guarantor giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company and each Guarantor expressly acknowledge that the agreement to pay the premium to the noteholders as herein described is a material inducement to the noteholders to purchase the Notes.

No Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note directly (as opposed to through the Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the respective due dates expressed in such Note.

Triumph will be required to furnish to the Trustee annually a statement as to the performance of certain obligations under the Indenture and as to any default in such performance. Triumph also is required to notify the Trustee within 5 Business Days after it becomes aware of the occurrence of any Default or Event of Default.

(13)    Trustee Dealings with Triumph. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for Triumph, the Guarantors or their respective Affiliates, and may otherwise deal with Triumph, the Guarantors or their respective Affiliates, as if it were not the Trustee.

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(14)    No Recourse Against Others. No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of Triumph or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of Triumph under the Notes, any Note Guarantee, the Indenture or the Security Documents by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Securities and Exchange Commission that such a waiver is against public policy.

No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of Triumph or the Guarantors on the Notes or under the Indenture or any related documents, any certificate or other writing delivered in connection therewith, against (i) the Trustee in its individual capacity, or (ii) any partner, owner, beneficiary, agent, officer, director, employee, agent, successor or assign of the Trustee, each in its individual capacity, or (iii) any holder of equity in the Trustee.

(15)    Authentication. This Note shall not be valid until authenticated by the manual, electronic or facsimile signature of the Trustee or an authenticating agent.

(16)    Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17)    CUSIP, ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, Triumph has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

(18)    THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES, IF ANY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Triumph shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Triumph Group, Inc.

899 Cassatt Road, Suite 210

Berwyn, PA 19312

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                    to transfer this Note on the books of Triumph. The agent may substitute another to act for him.

Date:                                             

Your Signature:                                                                      

(Sign exactly as your name appears on the face of this Note)

Signature guarantee:                                     

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by Triumph pursuant to 4.10 (Asset Sale) or 4.14 (Change of Control) of the Indenture, check the box below:

[    ] SECTION 4.10                [    ] SECTION 4.14

If you want to elect to have only part of the Note purchased by Triumph pursuant to SECTION 4.10 or 4.14 of the Indenture, state the amount you elect to have purchased:

$                                         

Date:	Your Signature:
	(Sign exactly as your name appears on the Note)
	Tax Identification Number:

Signature guarantee:                                    

Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

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CERTIFICATE TO BE DELIVERED UPON

EXCHANGE OR REGISTRATION

OF RESTRICTED NOTES

Triumph Group, Inc.

899 Cassatt Road, Suite 210

Berwyn, PA 19312

Attention: General Counsel

U.S. Bank National Association

Corporate Trust Services

50 S 16th St, Suite 2000

Mail Station: EX-PA-WBSP

Philadelphia, PA 19102

Facsimile: (215) 761-9412

Attention: George J. Rayzis

Re:    Triumph Group, Inc. 8.875% Senior Secured First Lien Notes due 2024

CUSIP # 896818AS0 or U8968GAG9

Reference is hereby made to that certain Indenture dated August 17, 2020 (the “Indenture”) among Triumph Group, Inc. (“Triumph”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.

This certificate relates to $                     principal amount of Notes held in (check applicable space)                      book-entry or                      definitive form by the undersigned.

The undersigned                                          (transferor) (check one box below):

[    ] hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with SECTION 2.6 of the Indenture;

[    ] hereby requests the Trustee to exchange or register the transfer of a Note or Notes to                          (transferee).

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW:

[    ] (1) to Triumph or any of its subsidiaries, subject to SECTION 2.6 of the Indenture; or

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[    ] (2) inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or

[    ] (3) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act (and if the transfer is being made prior to the expiration of the Distribution Compliance Period, the Notes shall be held immediately thereafter through Euroclear or Clearstream); or

[    ] (4) to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements; or

[    ] (5) pursuant to an effective registration statement under the Securities Act of 1933, as amended; or

[    ] (6) pursuant to Rule 144 under the Securities Act; or

[    ] (7) pursuant to another available exemption from registration under the Securities Act.

Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4), (5), (6) or (7) is checked, the Company may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Signature

Signature Guarantee:                                                                  

(Signature must be guaranteed by a participant

in a recognized signature guarantee medallion program)

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to

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request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

	[Name of Transferee]
Dated:

NOTICE: To be executed by an executive officer

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SCHEDULE A

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The initial outstanding principal amount of this Global Note is $                        . The following exchanges of a part of this Global Note for other 8.875% Senior Secured First Lien Notes have been made:

Date of
Exchange Amount of
Decrease in
Principal
Amount of this
Global Note Amount of
Increase in
Principal
Amount of this
Global Note Principal
Amount of this
Global Note
Following Such
Decrease (or
Increase) Signature of
Authorized
Officer of
Trustee or Note
Custodian

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EXHIBIT B-1

[FORM OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]

Triumph Group, Inc.

899 Cassatt Road, Suite 210

Berwyn, PA 19312

Attention: General Counsel

U.S. Bank National Association

Corporate Trust Services

50 S 16th St, Suite 2000

Mail Station: EX-PA-WBSP

Philadelphia, PA 19102

Facsimile: (215) 761-9412

Attention: George J. Rayzis

Re:    Triumph Group, Inc. 8.875% Senior Secured First Lien Notes due 2024 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $                     aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States.

B-1

You and Triumph Group, Inc. are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferor]

By:                                                                                                   

Authorized Signature

Signature guarantee:                                                                      

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

B-2

EXHIBIT B-2

[FORM OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS TO IAIs]

Triumph Group, Inc.

899 Cassatt Road, Suite 210

Berwyn, PA 19312

Attention: General Counsel

U.S. Bank National Association

Corporate Trust Services

50 S 16th St, Suite 2000

Mail Station: EX-PA-WBSP

Philadelphia, PA 19102

Facsimile: (215) 761-9412

Attention: George J. Rayzis

Re:    Triumph Group, Inc. 8.875% Senior Secured First Lien Notes due 2024 (the “Notes”)

Ladies and Gentlemen:

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes, for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment.

2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only in accordance with the Restricted Notes Legend (as such term is defined in the indenture under which the Notes were issued) on the Notes and any applicable securities laws of any state of the United States. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the

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Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company reserves the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes with respect to applicable transfers described in the Restricted Notes Legend to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company.

You and Triumph Group, Inc. are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferor]

By:                                                                                               

Authorized Signature

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EXHIBIT C

[FORM OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS

PURSUANT TO REGULATION S]

Triumph Group, Inc.

899 Cassatt Road, Suite 210

Berwyn, PA 19312

Attention: General Counsel

U.S. Bank National Association

Corporate Trust Services

50 S 16th St, Suite 2000

Mail Station: EX-PA-WBSP

Philadelphia, PA 19102

Facsimile: (215) 761-9412

Attention: George J. Rayzis

Re:    Triumph Group, Inc. 8.875% Senior Secured First Lien Notes due 2024 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $                     aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1) the offer of the Notes was not made to a person in the United States;

(2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

In addition, if the sale is made during a restricted period and the provisions of Rule 903(b) or Rule 904(b) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b) or Rule 904(b), as the case may be.

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Triumph Group, Inc. and you are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferor]

By:                                                                                               

Authorized Signature

Signature guarantee:                                                                  

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

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EX-4.3

Exhibit 4.3

EXECUTION VERSION

Triumph

TWENTY-SIXTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT

This TWENTY-SIXTH AMENDMENT (this “Amendment”), dated as of August 17, 2020, is among TRIUMPH RECEIVABLES, LLC, a Delaware limited liability company, as seller (the “Seller”), TRIUMPH GROUP, INC., a Delaware corporation (“Triumph”), as servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as a Related Committed Purchaser, as a Purchaser Agent, and as administrator (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrator”). Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Agreement (as defined below).

RECITALS

1.    The parties hereto are parties to the Receivables Purchase Agreement, dated as of August 7, 2008 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”).

2.    Concurrently herewith, Triumph and PNC are entering into that certain Fourth Amendment to Performance Guaranty, dated as of the date hereof (the “Performance Guaranty Amendment”).

3.    Concurrently herewith, Triumph, PNC, the Seller, the Servicer and PNC Capital Markets LLC are entering into that certain Tenth Amended and Restated Purchaser Group Fee Letter, dated as of the date hereof (the “Fee Letter”; and together with the Performance Guaranty Amendment, collectively, the “Related Agreements”).

4.    The parties hereto 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 to incorporate the changes shown on the marked pages of the Agreement attached hereto as Exhibit A.

SECTION 2. Consent.

In connection with this Amendment and the release by the Administrator of its security interest, for the benefit of the Purchasers, in certain indebtedness and other obligations owed to the Seller by certain Obligors, as set forth in Exhibit A hereto, each of the parties hereto hereby consents to the filing, at the sole expense of the Seller, with the appropriate filing office, of each of the UCC-3 financing statement amendments attached to Exhibit B hereto.

SECTION 3. Conditions to Effectiveness.

This Amendment shall become effective as of the date hereof, provided that neither the Facility Termination Date nor a Termination Event or Unmatured Termination Event has occurred and subject to the condition precedent that the Administrator shall have received each of 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 each of the Related Agreements (whether by facsimile or otherwise) executed by each of the respective parties thereto;

(c)    evidence that the Credit Agreement (as defined in the Agreement immediately prior to the effectiveness of this Amendment) has been terminated;

(d)    evidence that each fee or other amount owing by the Seller under any Transaction Document or in connection with this Amendment or the transactions contemplated hereby has been paid in fully in accordance with the terms of the Fee Letter or such other document to which such fee or amount is payable; and

(e)    such other documents, agreements, certificates, opinions and instruments as the Administrator may reasonably request prior to delivery by the Administrator of an executed counterpart of this Amendment.

SECTION 4. Representations and Warranties.

Each of the Seller and the Servicer, as applicable, hereby represents and warrants to each Purchaser, each Purchaser Agent and the Administrator as follows:

(a)    Representations and Warranties. The representations and warranties contained in Exhibit III of the Agreement 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 each of the Seller and the Servicer of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within each of its organizational powers and have been duly authorized by all necessary action on each of its parts. This Amendment and the Agreement, as amended hereby, are each of the Seller’s and the Servicer’s valid and legally binding obligations, enforceable in accordance with its terms.

(c)    No Default. Immediately after giving effect to this Amendment, the Related Agreements and the transactions contemplated hereby and thereby, no Termination Event or Unmatured Termination Event exists or shall exist.

SECTION 5. Effect of Amendment; Ratification. Except as specifically amended hereby, the Agreement is hereby ratified and confirmed in all respects, and all of its provisions

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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 Receivables Purchase 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 6. Reaffirmation of Performance Guaranty. After giving effect to this Amendment, the Related Agreements and each of the other transactions contemplated hereby and thereby, all of the provisions of the Performance Guaranty shall remain in full force and effect and Triumph hereby ratifies and affirms the Performance Guaranty and acknowledges that the Performance Guaranty has continued and shall continue in full force and effect in accordance with its terms.

SECTION 7. 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 8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal 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 New York General Obligations Law).

SECTION 9. 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 10. 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.

SECTION 11. Severability. If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment or the Agreement.

SECTION 12. Post-Closing Covenant. The Seller and Servicer shall deliver a favorable opinion of counsel, in form and substance satisfactory to the Administrator, to the Administrator, each Purchaser and each Purchaser Agent covering UCC security interest perfection matters with respect to the transactions contemplated by this Amendment no later than the earlier of (i) thirty (30) days following the date hereof and (ii) the date of the first subsequent amendment to, restatement of or other modification to the Agreement. Failure to timely deliver such opinion in accordance with this Section 12 shall constitute a Termination Event with no grace period.

[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,
as Seller
By:	/s/ James F. McCabe, Jr.
Name:	James F. McCabe, Jr.
Title:	Director
TRIUMPH GROUP, INC., in its individual capacity and as Servicer
By:	/s/ James F. McCabe, Jr.
Name:	James F. McCabe, Jr.
Title:	Senior Vice President and Chief Financial Officer

S-1

RPA Amendment #26

(Triumph)

PNC BANK, NATIONAL ASSOCIATION,

as Administrator, as a Related Committed

Purchaser, and as a Purchaser Agent

By: /s/ Christopher Blaney

Name: Christopher Blaney

Title: Senior Vice President

S-2

RPA Amendment #26

(Triumph)

EXHIBIT A

(attached)

EXHIBIT A

RPA Amendment #26

(Triumph)

EXHIBIT B

(attached)

EXHIBIT B

RPA Amendment #26

(Triumph)

EX-4.4

Exhibit 4.4

EXECUTION VERSION

[Triumph]

FOURTH AMENDMENT TO PERFORMANCE GUARANTY

This FOURTH AMENDMENT (this “Amendment”), dated as of August 17, 2020, is among TRIUMPH GROUP, INC., a Delaware corporation, as performance guarantor (“Triumph”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as purchaser agent (in such capacity, together with its successors and assigns in such capacity, the “Purchaser Agent”) and as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”). Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Agreement (as defined below).

RECITALS

1.    The Administrator and Triumph are parties to the Performance Guaranty, dated as of August 7, 2008 (as amended, supplemented or otherwise modified through the date hereof, the “Agreement”).

2.    The Purchaser Agent, the Administrator and Triumph 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. Amendment to the Agreement. Section 7(f) of the Agreement is hereby replaced in its entirety with the following:

(f)    [RESERVED].

SECTION 2. Conditions to Effectiveness.

This Amendment shall become effective as of the date hereof, subject to the condition precedent that the Administrator shall have received each of 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; and

(b)    such other documents, agreements, certificates, opinions and instruments as the Administrator may reasonably request prior to delivery by the Administrator of an executed counterpart of this Amendment.

SECTION 3. Representations and Warranties; Covenants.

Triumph, hereby represents and warrants to the Purchaser Agent and the Administrator as follows:

(a)    Representations and Warranties. The representations and warranties contained in Section 6 of the Agreement 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 Triumph of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within each of its organizational powers and have been duly authorized by all necessary action on each of its parts. This Amendment and the Agreement, as amended hereby, are Triumph’s valid and legally binding obligations, enforceable in accordance with its terms.

SECTION 4. 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 Performance Guaranty”, “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 5. 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 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal 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 New York General Obligations Laws).

SECTION 7. 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 8. 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.

SECTION 9. Severability. If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment or the Agreement.

[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 GROUP, INC.
By:	/s/ James F. McCabe, Jr.
Name:	James F. McCabe, Jr.
Title:	Senior Vice President and Chief Financial Officer

S-1

Fourth Amendment to

Performance Guaranty (Triumph)

PNC BANK, NATIONAL ASSOCIATION, as Purchaser Agent
By:	/s/ Christopher Blaney
	Name:	Christopher Blaney
	Title:	Senior Vice President

S-2

Fourth Amendment to

Performance Guaranty (Triumph)

PNC BANK, NATIONAL ASSOCIATION, as Administrator
By:	/s/ Christopher Blaney
	Name:	Christopher Blaney
	Title:	Senior Vice President

S-3

Fourth Amendment to

Performance Guaranty (Triumph)

EX-10.1

Exhibit 10.1

Execution Version

AMENDED AND RESTATED INTERCREDITOR AGREEMENT

among

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as First Lien Collateral Trustee for the

First Lien Secured Parties,

U.S. BANK NATIONAL ASSOCIATION,

as Second Lien Collateral Agent for the

Second Lien Secured Parties,

each additional Representative from time to time party hereto,

TRIUMPH GROUP, INC.,

as the Company, and

the other Grantors party hereto,

dated as of August 17, 2020

AMENDED AND RESTATED INTERCREDITOR AGREEMENT

AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of August 17, 2020 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral trustee for the First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “First Lien Collateral Trustee”), U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the Second Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Second Lien Collateral Agent”), each additional Representative that from time to time becomes a party hereto pursuant to Section 8.09, TRIUMPH GROUP, INC., a Delaware corporation (the “Company”), and the other Grantors (as defined below) from time to time party hereto.

RECITALS:

1.    On September 23, 2019, the Company and the other Grantors entered into the Intercreditor Agreement (the “Original Intercreditor Agreement”) with PNC Bank, National Association (“PNC”), as first lien credit agreement collateral agent (in such capacity, the “Original First Lien Agent”), and U.S. Bank National Association, as second lien collateral agent.

2.    PNC is the administrative agent under the Company’s Third Amended and Restated Credit Agreement dated as of November 19, 2013 (as heretofore amended, the “First Lien Credit Agreement”), which is being terminated, with the loans thereunder refinanced and the letters of credit issued thereunder cash collateralized (the “Refinancing”) with the proceeds from, among other things, the issuance of the Company’s 8.875% Senior Secured First Lien Notes due 2024 (such notes, together with any additional notes issued from time to time under the First Lien Indenture referred to below, the “First Lien Notes”) pursuant to the First Lien Indenture.

3.    In connection with the issuance of the First Lien Notes and the Refinancing, the Company and the other Grantors are entering into a Collateral Trust Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Collateral Trust Agreement”) among the First Lien Collateral Trustee, as collateral trustee, U.S. Bank National Association, as indenture trustee on behalf of the holders of the First Lien Notes, and any other Secured Debt Representative (as defined therein) that may become a party thereto, which will govern the Liens held by the First Lien Collateral Trustee for the benefit of the First Lien Secured Parties (as defined below), including the holders of the First Lien Notes.

4.    The parties hereto desire to amend and restate the Original Intercreditor Agreement to, among other things, reflect the Refinancing and replace PNC in its capacity as the Original First Lien Agent with the First Lien Collateral Trustee.

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the First Lien Collateral Trustee (for itself and on behalf of the First Lien Secured Parties), the Second

Lien Collateral Agent (for itself and on behalf of the Second Lien Secured Parties) and each additional Representative (for itself and on behalf of the holders of the Series of Secured Debt for which it is Representative) agree to amend and restate the Original Intercreditor Agreement in its entirety as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Collateral Trust Agreement or, if defined in the New York UCC, the meanings specified therein. As used in this Agreement, the following terms have the meanings specified below:

“Additional First Lien Debt” means any Indebtedness that is incurred, issued or guaranteed by the Company and/or any other Grantor (other than Indebtedness constituting First Lien Initial Obligations), which Indebtedness and guarantees are secured by the First Lien Collateral (or a portion thereof) on a pari passu basis with the First Lien Initial Obligations, including, in any event, any “Additional Secured Debt” under, and as defined in, the Collateral Trust Agreement; provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed, as applicable, on such basis by each then-existing First Lien Document and Second Lien Document and (ii) unless already a party with respect to that series of Additional First Lien Debt, the trustee, agent or representative for the holders of such Indebtedness shall have become a party to the Collateral Trust Agreement and satisfied, or caused to be satisfied, the conditions set forth in Section 8.09 hereof.

“Additional First Lien Documents” means, with respect to any series, issue or class of Additional First Lien Debt, the loan agreements, the promissory notes, indentures, the First Lien Security Documents or other operative agreements evidencing or governing such Indebtedness, including, in any event, any agreement governing “Additional Secured Debt” under, and as defined in, the Collateral Trust Agreement.

“Additional First Lien Obligations” means, with respect to any series, issue or class of Additional First Lien Debt, all amounts owing pursuant to the terms of such Additional First Lien Debt, including, without limitation, the obligation (including guarantee obligations) to pay principal, interest (including interest, fees or expenses accrued thereon after the commencement of any Insolvency or Liquidation Proceeding), premium, letter of credit commissions, reimbursement obligations, charges, expenses, fees, attorneys costs, indemnities and other Obligations payable by a Grantor under any Additional First Lien Document. Additional First Lien Obligations shall not include any DIP Financing.

“Additional Secured Debt Designation” means, in the case of any Series of Second Lien Debt:

(a)    the written agreement of the holders of such Series of Second Lien Debt and their Representative, as set forth in the indenture, credit agreement or other agreement governing such Series of Second Lien Debt, for the benefit of the First Lien Secured Parties and the other Second Lien Secured Parties that all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by the Company or any other Grantor to secure any Obligations in respect of such Series of Second Lien Debt; and

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(b)    the Second Lien Representative and the holders of Obligations in respect of such Series of Second Lien Debt are bound by the provisions of this Agreement, including the provisions relating to the ranking of First Liens and Second Liens and the order of application of proceeds from the enforcement of First Liens and Second Liens and such Second Lien Representative shall have become party to this Agreement pursuant to and by satisfying the conditions set forth in, Section 8.09 hereof.

“Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Bank Product Obligations” of any Person means the obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) pursuant to any treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer (including electronic funds transfer), automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services and including, in any event, “Banking Services Obligations” under, and as defined in, the “Collateral Trust Agreement”.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.).

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Capital Stock” of any Person means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing.

“Class Debt” has the meaning assigned to such term in Section 8.09.

“Class Debt Parties” has the meaning assigned to such term in Section 8.09.

“Collateral” means the First Lien Collateral and the Second Lien Collateral.

“Collateral Documents” means the First Lien Security Documents and the Second Lien Security Documents.

“Collateral Trust Agreement” has the meaning assigned to such term in the recitals of this Agreement.

“Company” has the meaning assigned to such term in the introductory paragraph of this Agreement.

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“Designated Second Lien Representative” means (i) the Second Lien Collateral Agent, so long as the Second Lien Debt under the Second Lien Indenture is the only Second Lien Debt under this Agreement and (ii) at any time when clause (i) does not apply, the Second Lien Representative designated from time to time by the Second Lien Majority Representative in a notice to the First Lien Collateral Trustee and the Company hereunder, as the “Designated Second Lien Representative” for purposes hereof.

“DIP Financing” has the meaning assigned to such term in Section 6.01(a).

“Discharge of First Lien Obligations” means the occurrence of all of the following:

(1)    termination or expiration of all commitments to extend credit that would constitute First Lien Obligations;

(2)    payment in full in cash of the principal of and interest, fees, expenses (including all interest, fees and expenses accrued after the commencement of any Insolvency or Liquidation Proceeding whether or not allowed or allowable in such proceeding) and premium (if any) on all First Lien Obligations (other than any undrawn letters of credit);

(3)    discharge or cash collateralization (at the lower of (i) 105% of the aggregate undrawn amount and (ii) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable First Lien Document) of all outstanding letters of credit constituting First Lien Obligations;

(4)    payment in full in cash of obligations in respect of Hedging Obligations constituting First Lien Obligations (and, with respect to any particular agreement regarding Hedging Obligations, termination of such agreement and payment in full in cash of all obligations thereunder or such other arrangements as have been made by the counterparty thereto (and communicated to the First Lien Collateral Trustee) pursuant to the terms of the First Lien Documents) other than such Hedging Obligations that have been novated or collateralized to the extent required by the terms thereof;

(5)    payment in full in cash of all other First Lien Obligations, including, without limitation, Bank Product Obligations constituting First Lien Obligations, that are outstanding and unpaid at the time the First Lien Obligations are paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at or prior to such time); and

(6)    “Discharge of Secured Obligations” under, and as defined in, the Collateral Trust Agreement.

A replacement of First Lien Obligations with other First Lien Obligations shall not be deemed to cause a Discharge of First Lien Obligations.

“Discharge of Second Lien Obligations” means the occurrence of all of the following:

(a)    payment in full in cash of the principal of and interest (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding) and premium (if any) on all Second Lien Debt; and

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(b)    payment in full in cash of all other Second Lien Obligations that are outstanding and unpaid at the time the Second Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at or prior to such time).

A replacement of Second Lien Obligations with other Second Lien Obligations shall not be deemed to cause a Discharge of Second Lien Obligations.

“First Lien” means a Lien granted by the Company or any other Grantor in favor of the First Lien Collateral Trustee, at any time, upon any property of the Company or any other Grantor to secure First Lien Obligations.

“First Lien Class Debt” has the meaning assigned to such term in Section 8.09.

“First Lien Class Debt Parties” has the meaning assigned to such term in Section 8.09.

“First Lien Collateral” means all “Collateral” (or comparable term) as defined in the First Lien Security Documents or any other First Lien Document, and any other assets of the Company or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a First Lien Security Document as security for any First Lien Obligation.

“First Lien Collateral Trustee” has the meaning assigned to such term in the introductory paragraph of this Agreement or any similar representative then most recently designated in accordance with the applicable provisions of the Collateral Trust Agreement.

“First Lien Credit Agreement” has the meaning assigned to such term in the recitals of this Agreement.

“First Lien Documents” means, collectively, the First Lien Note Documents, the First Lien Security Documents and the Additional First Lien Documents.

“First Lien Indenture” means the Indenture dated as of August 17, 2020 among the Company, the other Grantors and U.S. Bank National Association, as trustee, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and, subject to Section 8.10, shall include any Refinanced indenture identified by the Company in writing as the First Lien Indenture.

“First Lien Initial Obligations” means the First Lien Notes and the other Obligations (as defined in the First Lien Indenture) of the Company and the other Grantors under the First Lien Notes and the First Lien Indenture (excluding any Permitted Additional First Lien Secured Obligations (as defined in the First Lien Indenture)).

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“First Lien Note Documents” means the First Lien Indenture, the First Lien Notes, the guarantees thereof by the Grantors (other than the Company), the First Lien Security Agreement and any other First Lien Security Documents entered into in connection therewith and this Agreement.

“First Lien Notes” has the meaning assigned to such term in the recitals of this Agreement.

“First Lien Obligations” means the First Lien Initial Obligations and the Additional First Lien Obligations. First Lien Obligations shall include, in any event, “Secured Obligations” under, and as defined in, the Collateral Trust Agreement.

“First Lien Secured Parties” means the “Secured Parties” under, and as defined in, the Collateral Trust Agreement.

“First Lien Security Agreement” means the Security Agreement, dated as of the date hereof, by and among the Company, the other Grantors and the First Lien Collateral Trustee, as collateral agent for the First Lien Secured Parties, as such agreement has been or may be amended, restated, supplemented or otherwise modified from time to time.

“First Lien Security Documents” means the “Security Documents” under, and as defined in, the Collateral Trust Agreement, including the First Lien Security Agreement, and all other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by the Company or any other Grantor creating (or purporting to create) a First Lien in favor of the First Lien Collateral Trustee, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time.

“Grantors” means the Company, each other Subsidiary of the Company that shall have granted any Lien in favor of any First Lien Secured Party and/or any Second Lien Secured Party on any of its assets or properties to secure any of the First Lien Obligations and/or Second Lien Obligations. The Grantors existing on the date hereof are listed on the signature pages hereto as “Grantors.”

“Hedging Obligations” of any Person means the obligations of such Person pursuant to (i) any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement relating to fluctuations in interest rates, (ii) any foreign exchange contract, currency swap agreement or other similar agreement, (iii) any cap, floor, collar, exchange transaction, hedging contract, forward contract, swap agreement, futures contract, call or put option or any other similar agreement or other exchange or protection agreement relating to commodity prices, securities prices or financial market conditions and including, in any event, “Hedging Obligations” under, and as defined in, the Collateral Trust Agreement.

“Indebtedness” means (i) debt for borrowed money, including obligations evidenced by bonds, debentures, notes or other similar instruments (other than any obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds, reclamation bonds and completion guarantees and similar obligations), (ii) drawn and undrawn letters of credit, (iii) Bank Product Obligations, (iv) Hedging Obligations and (v) any other “Indebtedness” within the meaning of the First Lien Indenture or the Second Lien Indenture.

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“Insolvency or Liquidation Proceeding” means:

(1)    any case or proceeding commenced by or against the Company or any other Grantor under the Bankruptcy Code or any other Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Company or any other Grantor or any similar case or proceeding relative to the Company or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(2)    any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3)    any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

“Joinder Agreement” means a supplement to this Agreement in substantially the form of Annex II hereof.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations” means any principal, premium, if any, interest, fees and expenses (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for post-filing interest, fees and expenses is allowed or allowable in such proceeding), penalties, charges, indemnifications, reimbursement obligations, damages, guarantees, and other liabilities or amounts payable under the documentation governing any Indebtedness or in respect thereto, and renewals or extensions of the foregoing to the extent not prohibited hereunder.

“Officers’ Certificate” has the meaning provided to such term in Section 8.08.

“Original First Lien Agent” has the meaning assigned to such term in the recitals of this Agreement.

“Original Intercreditor Agreement” has the meaning assigned to such term in the recitals of this Agreement.

“Person” means any individual, natural person, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity.

“Pledged or Controlled Collateral” has the meaning assigned to such term in Section 5.05(a).

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“PNC” has the meaning assigned to such term in the recitals of this Agreement.

“Proceeds” means (i) “proceeds,” as that term is defined in the Uniform Commercial Code, of Shared Collateral, (ii) any payment or distribution made in respect of Shared Collateral in an Insolvency or Liquidation Proceeding, and (iii) any amounts received by the First Lien Collateral Trustee or any First Lien Secured Party from a Second Lien Secured Party in respect of Shared Collateral pursuant to this Agreement.

“Recovery” has the meaning assigned to such term in Section 6.04.

“Refinance” means, with respect to any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness, including successively. “Refinanced” and “Refinancing” shall have correlative meanings.

“Replacement First Lien Obligations” has the meaning assigned to such term in Section 8.10.

“Replacement Second Lien Obligations” has the meaning assigned to such term in Section 8.10.

“Representatives” means the First Lien Collateral Trustee and the Second Lien Representatives.

“Second Lien” means a Lien junior to the First Liens, granted by the Company or any other Grantor in favor of the Second Lien Collateral Agent or other Second Lien Representative pursuant to a Second Lien Security Document, at any time, upon any property of the Company or any other Grantor to secure Second Lien Obligations.

“Second Lien Class Debt” has the meaning assigned to such term in Section 8.09.

“Second Lien Class Debt Parties” has the meaning assigned to such term in Section 8.09.

“Second Lien Class Debt Representatives” has the meaning assigned to such term in Section 8.09.

“Second Lien Collateral” means all “Collateral” (or comparable term) as defined in the Second Lien Security Documents, and any other assets of the Company or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Second Lien Security Document as security for any Second Lien Obligation.

“Second Lien Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Second Lien Debt” means:

(1)    the Second Lien Initial Obligations; and

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(2)    any other Indebtedness that is incurred, issued or guaranteed by the Company and/or any other Grantor which Indebtedness and guarantees are secured by liens on the Collateral (or a portion thereof) having junior priority ranking to the Liens of any First Lien Obligations and on a pari passu basis with the Liens of the Second Lien Initial Obligations; provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each First Lien Document, and (ii) the Representative for the holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying, or causing to be satisfied, the conditions set forth in, Section 8.09 hereof.

“Second Lien Documents” means, collectively, the Second Lien Note Documents and any additional indenture, supplemental indenture, credit agreement or other agreement governing each other Series of Second Lien Debt and the Second Lien Security Documents.

“Second Lien Enforcement Date” means, with respect to the Designated Second Lien Representative, prior to the Discharge of First Lien Obligations, the date which is 180 days after the occurrence of both (i) an Event of Default (under and as defined in the Second Lien Documents for which such Second Lien Representative has been named as Representative) and (ii) the First Lien Collateral Trustee’s receipt of written notice from such Second Lien Representative that (x) such Second Lien Representative is the Designated Second Lien Representative and that an Event of Default (under and as defined in the Second Lien Documents for which such Second Lien Representative has been named as a Representative) has occurred and is continuing and (y) the Second Lien Obligations of the series with respect to which such Second Lien Representative has been named as a Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Second Lien Document; provided that the Second Lien Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred (1) at any time the First Lien Collateral Trustee has commenced and is diligently pursuing any enforcement action with respect to all or any material portion of the Shared Collateral or (2) at any time the Company or applicable other Grantor which has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.

“Second Lien Indenture” means the Indenture dated as of September 23, 2019 among the Company, the other Grantors, the Second Lien Collateral Agent and the Second Lien Indenture Trustee, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and, subject to Section 8.10, shall include any Refinanced indenture identified by the Company in writing as the Second Lien Indenture.

“Second Lien Indenture Trustee” means U.S. Bank National Association, in its capacity as trustee under the Second Lien Indenture, together with its successors in such capacity.

“Second Lien Initial Obligations” means the Second Lien Notes and the other Obligations (as defined in the Second Lien Indenture) of the Company and the other Grantors under the Second Lien Notes and the Second Lien Indenture (excluding any Permitted Additional Pari Passu Secured Obligations (as defined in the Second Lien Indenture)).

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“Second Lien Majority Representatives” means the Second Lien Representatives representing at least a majority of the then aggregate amount of Second Lien Obligations that agree to vote together.

“Second Lien Note Documents” means the Second Lien Indenture, the Second Lien Notes, the guarantees thereof by the Grantors (other than the Company), the Second Lien Security Agreement and any other Second Lien Security Documents entered into in connection therewith and this Agreement.

“Second Lien Notes” means the Company’s 6.250% Senior Secured Notes due 2024 issued pursuant to the Second Lien Indenture.

“Second Lien Obligations” means Second Lien Debt and all other Obligations in respect thereof.

“Second Lien Representative” means:

(1)    in the case of the Second Lien Initial Obligations, the Second Lien Collateral Agent and

(2)    in the case of any Second Lien Debt incurred after the date hereof, the trustee, administrative agent, collateral agent, security agent or similar agent under the Second Lien Documents governing such Second Lien Debt that is named as the Representative in respect of such Second Lien Debt in the applicable Joinder Agreement.

“Second Lien Secured Party” means any Second Lien Representative, the Second Lien Collateral Agent and any holder of Second Lien Obligations.

“Second Lien Security Agreement” means that certain Security Agreement, dated as of the date hereof, by and among the Company, the other Grantors, and the Second Lien Collateral Agent, as the Second Lien Representative for the holders of the Second Lien Notes, as such agreement has been or may be amended, restated, supplemented or otherwise modified from time to time.

“Second Lien Security Documents” means the Second Lien Security Agreement and all other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by the Company or any other Grantor creating (or purporting to create) a Second Lien upon Second Lien Collateral in favor of the Second Lien Collateral Agent or any other Second Lien Representative, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms.

“Secured Debt Documents” means the First Lien Documents and the Second Lien Documents.

“Secured Party” means any First Lien Secured Party and any Second Lien Secured Party.

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“Series of First Lien Obligations” means, severally, the First Lien Initial Obligations and each other issue, series or incurrence of Additional First Lien Obligations for which a single transfer register is maintained.

“Series of Second Lien Debt” means, severally, the Second Lien Notes and each other issue, series or incurrence of Second Lien Debt.

“Series of Secured Debt” means each Series of First Lien Obligations and each Series of Second Lien Debt.

“Shared Collateral” means, at any time, any property and assets wherever located and whether now owned or later acquired, in which holders of First Lien Obligations under at least one First Lien Document and the holders of Second Lien Obligations hold a security interest or Lien (or, in case of First Lien Secured Parties, are deemed to hold a Lien pursuant to this Agreement) at such time. If, at any time, any portion of the First Lien Collateral under one or more First Lien Documents does not constitute Second Lien Collateral in respect of one or more Series of Second Lien Debt, then such portion of such First Lien Collateral shall constitute Shared Collateral only with respect to the Series of Second Lien Debt for which it constitutes Second Lien Collateral and shall not constitute Shared Collateral for any Series of Second Lien Debt which does not have a security interest in such collateral at such time.

“Subsidiary” means, with respect to any Person, (i) any corporation or trust of which 50% or more (by number of shares or number of votes) of the outstanding capital stock or shares of beneficial interest normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, (ii) any partnership of which such Person is a general partner or of which 50% or more of the partnership interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries, (iii) any limited liability company of which such Person is a managing member or of which 50% or more of the limited liability company interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries, or (iv) any corporation, trust, partnership, limited liability company or other entity which is controlled or capable of being controlled by such Person or one or more of such Person’s Subsidiaries.

“Uniform Commercial Code” means, unless otherwise specified, the Uniform Commercial Code as from time to time in effect in the State of New York or of any other state the laws of which are required to be applied in connection with the creation or perfection of the security interests in any Collateral.

Section 1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended,

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supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (vi) the term “or” is not exclusive, and (vii) the term “exercise of rights and remedies” or terms of like import include remedial acts to which the Company or any other Grantor consent or assist. Any references to the Second Lien Collateral Agent and the Second Lien Indenture Trustee under the Second Lien Indenture means such entity as “collateral trustee” or “trustee”, as applicable, under the Second Lien Indenture, the Second Lien Security Agreement and/or the other Second Lien Note Documents, and not in any other capacity, including their respective individual capacities.

ARTICLE II

PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL

Section 2.01 Lien Subordination. Notwithstanding (a) anything to the contrary contained in any First Lien Documents or any Second Lien Documents, (b) how a Lien was acquired (whether by grant, possession, statute, operation of law, subrogation, or otherwise), (c) the date, time, manner, method or order of the grant, attachment or perfection of a Lien, (d) any conflicting provision of the New York Uniform Commercial Code or other applicable law, (e) any defect in, or non-perfection, setting aside, or avoidance of, a Lien or a First Lien Document or a Second Lien Document or (f) the modification of a First Lien Obligation or a Second Lien Obligation, each Second Lien Secured Party hereby agrees that all Second Liens on the Shared Collateral at any time granted by the Company or any other Grantor will be subject and subordinate to all First Liens on the Shared Collateral securing or purporting to secure any First Lien Obligations. The subordination provided for in this Agreement is lien subordination only and the Second Lien Obligations are not subordinated in right of payment to the First Lien Obligations.

Section 2.02 Nature of Senior Debt Obligations.

(a)    Each Second Lien Secured Party acknowledges that, in accordance with the Second Lien Documents, the subordination and the relative Lien priorities set forth in Section 2.01 shall not be affected by the fact that (i) the aggregate amount of the First Lien Obligations may be increased from time to time pursuant to the terms of the First Lien Documents, (ii) a portion of the First Lien Obligations consists or may consist of Indebtedness that is revolving in nature or reimbursement obligations with respect to letters of credit, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (iii) the First Lien Documents may be replaced, restated, supplemented, restructured or otherwise amended or modified from time to time and (iv) the First Lien Obligations may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, Refinanced or otherwise amended or modified from time to time.

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(b)    The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, renewal, restatement or replacement of any of the First Lien Obligations (or any part thereof) or the Second Lien Obligations (or any part thereof), by the release of any Collateral or of any guarantees for any First Lien Obligations or by any action that any Secured Party may take or fail to take in respect of any Collateral. As between the Company and the other Grantors, on the one hand, and the Second Lien Secured Parties, on the other hand, the foregoing provisions will not limit or otherwise affect the obligations of the Company and the other Grantors contained in any Second Lien Document with respect to the incurrence of Additional First Lien Obligations.

Section 2.03 Prohibition on Contesting Liens.

(a)    Each Second Lien Secured Party agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing, or the allowability of any claim asserted with respect to, any First Lien Obligations held (or purported to be held) by or on behalf of the First Lien Collateral Trustee or any of the other First Lien Secured Parties or other agent or trustee therefor in any First Lien Collateral.

(b)    Each First Lien Secured Party agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing, or the allowability of any claim asserted with respect to, any Second Lien Obligations held (or purported to be held) by or on behalf of the Second Lien Collateral Agent or any of the other Second Lien Secured Parties or other agent or trustee therefor in any Second Lien Collateral.

(c)    Notwithstanding the foregoing, no provision in this Agreement shall be construed to prevent or impair the rights of the First Lien Collateral Trustee to enforce this Agreement (including the priority of the Liens securing the First Lien Obligations as provided in Section 2.01) or any of the First Lien Documents.

Section 2.04 No Other Liens, Rights or Remedies.

(a)    The Secured Parties agree that, so long as the Discharge of First Lien Obligations has not occurred, (x) neither the Company nor any of its Subsidiaries shall grant or permit any additional Liens on any asset to secure any Second Lien Obligation, and no Second Lien Secured Party shall hold any Lien on any asset to secure any Second Lien Obligation unless, in any case, the Company or such Subsidiary has granted, or concurrently therewith grants, a First Lien on such asset to secure the First Lien Obligations and (y) no guarantor shall guarantee any Second Lien Obligation, and no Second Lien Secured Party shall permit any guarantee with respect to any Second Lien Obligation unless, in any case, such guarantor has guaranteed, or concurrently therewith guarantees, the First Lien Obligations. In addition, the Secured Parties agree that (other than to the extent the Second Lien Documents provide that no Liens will be granted on such assets or as otherwise set forth in the Second Lien Documents), neither the Company nor any of its Subsidiaries shall grant or permit any additional Liens on any asset to secure any First

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Lien Obligation and no First Lien Secured Party shall hold any Lien on any asset to secure any First Lien Obligation unless the Company or such Subsidiary has granted, or concurrently therewith grants, a Second Lien on such asset to secure the Second Lien Obligations. To the extent that the provisions of the second preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to any breach of this Agreement or due to inadvertence, neglect or error by any of the First Lien Secured Parties, the Company or any other Grantor, without limiting any other right or remedy available to the First Lien Secured Parties, the Second Lien Secured Parties agree that (i) the Second Lien Secured Parties shall be deemed to hold and have held such Lien for the benefit of the First Lien Secured Parties and (ii) any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04(a), or as a result of such a release or lack of perfection, shall be deemed to be Proceeds and subject to Sections 4.01 and 4.02.

(b)    Until a Discharge of First Lien Obligations, to the extent the Company or any other Grantor or any of their respective Subsidiaries grants or permits any of the Second Lien Secured Parties any right or remedy with respect to the Shared Collateral that has not also been granted or permitted to the First Lien Secured Parties, (i) such Second Lien Secured Party shall be required to exercise such right or remedy at the direction of the First Lien Collateral Trustee and (ii) any exercise of such right or remedy by such Second Lien Secured Party shall be for the benefit of the First Lien Secured Parties pursuant to and in accordance with the terms of this Agreement.

Section 2.05 Perfection of Liens. Except for the limited agreements of the First Lien Collateral Trustee pursuant to Section 5.05 hereof, none of the First Lien Secured Parties shall be responsible for perfecting or maintaining the perfection of Liens with respect to any Shared Collateral for the benefit of any of the Second Lien Secured Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First Lien Secured Parties, on the one hand, and the Second Lien Secured Parties, on the other hand, and shall not impose on any of the First Lien Secured Parties, the Second Lien Secured Parties or any agent or trustee therefor any obligations in respect of the disposition of Proceeds of any Shared Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

Section 2.06 Certain Cash Collateral. Notwithstanding anything in this Agreement or any Secured Debt Document to the contrary, collateral consisting of cash and cash equivalents pledged to secure First Lien Obligations consisting of reimbursement obligations in respect of letters of credit or to cash collateralize outstanding letters of credit and held by any First Lien Secured Party and which cash and cash equivalents do not secure any other First Lien Obligations shall be applied as specified in the applicable First Lien Documents, will not constitute Shared Collateral and will not be subject to the provisions of Section 2.04.

Section 2.07.    Similar Liens and Agreements. Except as provided in Section 2.06, the Representatives, on behalf of the Secured Parties for the Series of Secured Debt for which it is acting, agree that it is their intention that Collateral securing each Series of Secured Debt be identical. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:

(a) upon request by the First Lien Collateral Trustee or the Designated Second Lien Representative, to cooperate in good faith from time to time in order to determine the specific items of Collateral and the steps taken to perfect their respective Liens thereon; and

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(b) that the documents and agreements creating or evidencing the Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations, shall be in all material respects the same forms of documents other than with respect to the first lien and second lien nature of the Obligations thereunder.

ARTICLE III

ENFORCEMENT

Section 3.01 Exercise of Remedies.

(a)    So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (1) none of the Second Lien Secured Parties will (x) exercise or seek to exercise any rights or remedies (including setoff or recoupment) with respect to any Shared Collateral in respect of the Second Lien Obligations or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Shared Collateral or any other First Lien Collateral by any First Lien Secured Party in respect of the First Lien Obligations, the exercise of any right by a First Lien Secured Party (or any agent or sub-agent on their behalf) in respect of the First Lien Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any First Lien Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party of any rights and remedies relating to the Shared Collateral under the First Lien Documents or otherwise in respect of the First Lien Collateral or the First Lien Obligations, or (z) object to the forbearance by the First Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Shared Collateral in respect of First Lien Obligations and (2) the First Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff, recoupment and the right to credit bid their debt) and make determinations regarding the care or preservation of the Shared Collateral, or the release, disposition or restrictions with respect to the Shared Collateral without any consultation with or the consent of any of the Second Lien Secured Parties, and to incur expenses in connection with the foregoing, and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto; provided, however, that:

(i)    in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, any of the Second Lien Secured Parties may file a claim or statement of interest with respect to the Second Lien Obligations;

(ii)    any of the Second Lien Secured Parties may take any action (not adverse to the prior Liens on the Shared Collateral securing the First Lien Obligations or the rights of the First Lien Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Shared Collateral;

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(iii)    any of the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Second Lien Documents and applicable law (so long as such rights and remedies do not violate any provision of this Agreement);

(iv)    any Second Lien Secured Party may file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Secured Parties or the avoidance of any Second Lien to the extent not inconsistent with the terms of this Agreement;

(v)    from and after the Second Lien Enforcement Date, the Designated Second Lien Representative may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Lien Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); and

(vi)    any of the Second Lien Secured Parties may credit bid on the Shared Collateral in any such sale or disposition in accordance with Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; provided that any such “credit bid” shall provide for the payment in full in cash of all the First Lien Obligations.

In exercising rights and remedies with respect to the First Lien Collateral, the First Lien Secured Parties may enforce the provisions of the First Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their respective sole discretion and without consultation with any of the Second Lien Secured Parties and regardless of whether any such exercise is adverse to the interest of the Second Lien Secured Parties. Such exercise and enforcement shall include, without limitation, rights of set-off, the rights of an agent appointed by the First Lien Secured Parties to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

(b)    So long as the Discharge of First Lien Obligations has not occurred, except as expressly provided in the proviso in clause (2) of Section 3.01(a), each of the Second Lien Secured Parties agrees that it will not, in the context of its role as a secured creditor, take or receive any Shared Collateral or any Proceeds of Shared Collateral in connection with the exercise of any right or remedy (including setoff or recoupment) with respect to any Shared Collateral in respect of Second Lien Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in the proviso in clause (2) of Section 3.01(a) the sole right of the Second Lien Secured Parties

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with respect to the Shared Collateral is to hold a Lien on the Shared Collateral in respect of Second Lien Obligations pursuant to the Second Lien Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred.

(c)    Prior to the Discharge of First Lien Obligations, subject to the proviso in clause (2) of Section 3.01(a), (i) none of the Second Lien Secured Parties will take any action that would hinder, delay, or interfere with any exercise of remedies undertaken by any First Lien Secured Party with respect to the Shared Collateral under the First Lien Documents, including any sale, lease, exchange, transfer or other disposition of the Shared Collateral, whether by foreclosure or otherwise, and (ii) each of the Second Lien Secured Parties will waive any and all rights it may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Secured Parties seek to enforce or collect the First Lien Obligations or the Liens granted on any of the First Lien Collateral, regardless of whether any action or failure to act by or on behalf of any First Lien Secured Party is adverse to the interests of the Second Lien Secured Parties.

(d)    Each of the Second Lien Secured Parties hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Document shall be deemed to restrict in any way the rights and remedies of the First Lien Secured Parties with respect to the First Lien Collateral as set forth in this Agreement and the First Lien Documents.

(e)    Subject to Section 3.01(a), prior to the Discharge of First Lien Obligations, the First Lien Collateral Trustee shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of First Lien Obligations, the Designated Second Lien Representative who may be instructed by the Second Lien Majority Representatives shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Second Lien Representative who may be instructed by the Second Lien Majority Representatives shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second Lien Secured Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Second Lien Representatives, or for the taking of any other action authorized by the Second Lien Security Documents; provided, however, that nothing in this Section shall impair the right of any Second Lien Representative or other agent or trustee acting on behalf of the Second Lien Secured Parties to take such actions with respect to the Collateral after the Discharge of the First Lien Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Second Lien Secured Parties or the Second Lien Obligations.

Section 3.02 Cooperation. Subject to the proviso in clause (2) of Section 3.01(a), each of the Second Lien Secured Parties agrees that, unless and until the Discharge of First Lien Obligations has occurred, it will not commence, or join with any Person (other than the First Lien Secured Parties in each case upon the request of the First Lien Collateral Trustee) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Shared Collateral under any of the Second Lien Documents or otherwise in respect of the Second Lien Obligations.

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Section 3.03 Actions upon Breach. Should any Second Lien Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to any Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, this Agreement shall create a rebuttable presumption and admission by such Second Lien Secured Party that any First Lien Secured Party (in its or their own name or in the name of the Company or any other Grantor) or the Company may obtain (and any First Lien Secured Party may obtain) relief against such Second Lien Secured Party by injunction, specific performance or other appropriate equitable relief. The Second Lien Secured Parties hereby (i) agree that the First Lien Secured Parties’ damages from the actions of any Second Lien Secured Party may at that time be difficult to ascertain and may be irreparable and waive any defense that the Company, any other Grantor or the First Lien Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waive any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First Lien Secured Party.

ARTICLE IV

PAYMENTS

Section 4.01 Application of Proceeds.

(a)     Prior to the Discharge of First Lien Obligations, and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, Shared Collateral or Proceeds of Shared Collateral received in connection with the enforcement or exercise of any rights or remedies with respect to any portion of the Shared Collateral will be applied:

(i)    first, to the payment in full in cash of all First Lien Obligations in accordance with the Collateral Trust Agreement,

(ii)    second, to the payment in full in cash of all Second Lien Obligations, and

(iii)    third, to the Company or as otherwise required by applicable law.

(b)    Any Shared Collateral or Proceeds of Shared Collateral received by any First Lien Secured Party or Second Lien Secured Party on account of its secured claim in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies.

(c)    Any non-cash Shared Collateral or non-cash Proceeds of Shared Collateral received by a Second Lien Representative shall be paid over or otherwise turned over to the First Lien Collateral Trustee promptly following such receipt to be held by the First Lien Collateral Trustee as Shared Collateral, unless such turnover would be commercially unreasonable.

Section 4.02 Payments Over. Unless and until the Discharge of First Lien Obligations, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Shared Collateral or Proceeds of Shared Collateral upon the exercise of remedies received by any Second Lien Secured Party in connection

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with the exercise of any right or remedy (including setoff or recoupment) relating to the Shared Collateral, in contravention of this Agreement or otherwise, shall be segregated and held in trust for the benefit of and forthwith paid over to the First Lien Collateral Trustee for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Any Shared Collateral or Proceeds received by any Second Lien Secured Party on account of its secured claim in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. The First Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for each of the Second Lien Secured Parties. This authorization is coupled with an interest and is irrevocable.

ARTICLE V

OTHER AGREEMENTS

Section 5.01 Releases.

(a)    The Second Lien Secured Parties agree that prior to the Discharge of First Lien Obligations, (1) if in connection with any exercise of the First Lien Collateral Trustee’s rights or remedies in respect of the Shared Collateral, the First Lien Collateral Trustee, for itself or on behalf of any of the First Lien Secured Parties, releases any of its Liens on any part of the Shared Collateral, then the Liens, if any, of or for the benefit of the Second Lien Secured Parties on such Shared Collateral shall be automatically, unconditionally and simultaneously released, (2) if in connection with any exercise of the First Lien Collateral Trustee’s remedies, in each case prior to the Discharge of First Lien Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and the First Lien Collateral Trustee releases its Lien on the property or assets of such Person, then the Liens of or for the benefit of the Second Lien Secured Parties with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of the First Lien Collateral Trustee and (3) in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any Subsidiary of the Company) other than a release granted upon or following the Discharge of First Lien Obligations or in accordance with clauses (1) or (2) above, the Liens granted to or for the benefit of the Second Lien Secured Parties upon such Shared Collateral to secure the Second Lien Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Lien Obligations; provided that, in the case of each of clauses (1), (2) and (3), the Second Liens on such Shared Collateral shall attach to (and shall remain subject and subordinate to all First Lien Obligations) any Proceeds of a sale, transfer or other disposition of Shared Collateral or equity interests of any Person not paid to the First Lien Secured Parties or that remain after the Discharge of First Lien Obligations. Promptly upon delivery to any Second Lien Representative of a certificate from the First Lien Collateral Trustee or a Grantor stating that any such termination and release of Liens securing the First Lien Obligations will occur, such Second Lien Representative, for itself or on behalf of any Second Lien Secured Parties represented by it, shall execute and deliver, at the Company’s or the other Grantor’s sole cost and expense and without any representation or warranty, to the First Lien Collateral Trustee or such Grantor such termination statements, releases and other documents (including documents which are corresponding second lien versions of termination statements, releases and other documents that the First Lien Collateral Trustee delivers under the First Lien

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Documents to the extent applicable) so as to confirm the foregoing releases referred to in clauses (1), (2), and (3) of the first sentence of this clause (a) when such releases occur. Nothing in this Section 5.01(a) will be deemed to affect any agreement of the Second Lien Secured Parties to release the Liens on the Second Lien Collateral as set forth in the relevant Second Lien Security Documents.

(b)    Until the Discharge of First Lien Obligations has occurred, each of the Second Lien Secured Parties hereby irrevocably constitutes and appoints (but subject to Section 5.06) the First Lien Collateral Trustee and any officer or agent of the First Lien Collateral Trustee with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Secured Parties or in the First Lien Collateral Trustee’s own name, from time to time in the First Lien Collateral Trustee’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release.

(c)    Unless and until the Discharge of First Lien Obligations has occurred, each of the Second Lien Secured Parties hereby consents to the application, whether prior to or after an event of default under any First Lien Document, of Proceeds to the repayment of First Lien Obligations pursuant to the First Lien Documents; provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Lien Secured Parties to receive Proceeds in connection with the Second Lien Obligations not otherwise in contravention of this Agreement.

(d)    Notwithstanding anything to the contrary in any Second Lien Security Document, in the event that prior to the Discharge of First Lien Obligations the terms of a First Lien Security Document, on the one hand, and a Second Lien Security Document, on the other hand, each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the First Lien Collateral Trustee, on the one hand, and the Designated Second Lien Representative, on the other hand, such Grantor may, until the Discharge of First Lien Obligations has occurred, comply with such requirement under the Second Lien Security Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the First Lien Collateral Trustee; provided that, to the extent control agreements or arrangements are entered into over deposit accounts or

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securities accounts consisting of Shared Collateral, the Designated Second Lien Representative shall be a party to such agreements and arrangements. Until the Discharge of First Lien Obligations occurs, to the extent that any First Lien Secured Parties (A) have released any Lien on Shared Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (B) obtain any new liens or additional guarantees from any Grantor, then the Second Lien Collateral Agent, for itself and for the benefit of the Second Lien Secured Parties, shall be granted a Lien on any such Shared Collateral, subject to the lien subordination provisions of this Agreement and Section 2.04 hereof, and the Second Lien Collateral Agent, for itself and for the benefit of the Second Lien Secured Parties, shall be granted an additional guaranty, as the case may be.

Section 5.02 Insurance and Condemnation Awards.

(a)    Prior to the Discharge of First Lien Obligations, subject to the rights of the Grantors under, and to the extent required by, the First Lien Documents, the First Lien Secured Parties have the right to be named as additional insureds and lender loss payees on insurance policies, maintained from time to time by any Grantor and, so long as the Discharge of First Lien Obligations has not occurred, the sole right to adjust settlement for any insurance policy covering the Shared Collateral in the event of loss, and to approve any condemnation award. Prior to the Discharge of First Lien Obligations, subject to the rights of the Grantors under, and to the extent required by, the Second Lien Documents, the Second Lien Secured Parties may be added as additional insureds and lender loss payees on insurance policies, subject to the rights of the First Lien Secured Parties. In connection therewith and so long as the Discharge of First Lien Obligations has not occurred, the Second Lien Secured Parties shall agree to execute such documentation to disclaim any interest in the proceeds or as requested by the First Lien Secured Parties necessary or desirable for the First Lien Secured Parties to enable the First Lien Secured Parties to adjust settlement for any such insurance policy or to approve any condemnation award or otherwise to exercise their rights in such policies and proceeds and the First Lien Collateral Trustee is granted a power of attorney coupled with an interest, which power of attorney is irrevocable, to execute any such documentation on behalf of the Second Lien Secured Parties.

(b)    All proceeds of any such insurance policy and any such award, if in respect of the Shared Collateral, shall be paid (i) first, prior to the occurrence of the Discharge of First Lien Obligations, to the First Lien Collateral Trustee for the benefit of the First Lien Secured Parties pursuant to the terms and on the conditions of the Collateral Trust Agreement and, subsequently, the First Lien Documents, (ii) second, following the occurrence of the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Designated Second Lien Representative for the benefit of the Second Lien Secured Parties pursuant to the terms and on the conditions of the applicable Second Lien Documents, (iii) third, after the occurrence of the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations, then to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. If prior to the Discharge of First Lien Obligations the Second Lien Collateral Agent or any Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the First Lien Collateral Trustee in accordance with the terms of Section 4.02(a).

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Section 5.03 Amendments to Debt Documents.

(a)    The First Lien Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the First Lien Documents may be Refinanced, in each case, without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Designated Second Lien Representative, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement or any Secured Debt Document. The First Lien Collateral Trustee may rely on a certificate of the Company stating that such amendment, restatement, supplement or other modification does not contravene any Secured Debt Document.

(b)    The Second Lien Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Second Lien Documents may be Refinanced, in each case, without the consent of any First Lien Secured Party; provided, however, that, without the consent of the First Lien Collateral Trustee, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement or any Secured Debt Document. The Designated Second Lien Representative may rely on a certificate of the Company stating that such amendment, restatement, supplement or other modification does not contravene any Secured Debt Document.

(c)    Each of the Second Lien Secured Parties agrees that each Second Lien Security Document entered into after the date hereof shall include, and the Grantors agree to cause each such Second Lien Security Document to include, the following language (or language to similar effect approved by the First Lien Collateral Trustee):

“Notwithstanding anything herein to the contrary, (i) the priority of the liens and security interests granted to the Second Lien Representative pursuant to this Agreement are expressly subject and subordinate to the priority of the liens and security interests granted in favor of the First Lien Secured Parties (as defined in the Intercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the Second Lien Representative hereunder is subject to the limitations and provisions of the Amended and Restated Intercreditor Agreement dated as of August 17, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Wilmington Trust, National Association, as First Lien Collateral Trustee, U.S. Bank National Association, as Second Lien Collateral Agent, the other Representatives from time to time party thereto, the Company and its subsidiaries party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement with respect to the priority of the liens and security interests granted to the Second Lien Representative or the exercise of any rights or remedies of the Second Lien Representative, the terms of the Intercreditor Agreement shall govern.”

(d)    In the event that any of the First Lien Secured Parties enters into any amendment, waiver or consent in respect of any of the First Lien Security Documents for the

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purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Security Document or changing in any manner the rights of the First Lien Secured Parties, the Company or any other Grantor thereunder in a manner that is applicable to the First Lien Obligations, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Lien Security Document without the consent of any Second Lien Secured Party, the Company or any other Grantor and without any action by any Second Lien Secured Party, the Company or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Second Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding First Liens or (B) amend, modify or otherwise affect the rights or duties of the Second Lien Collateral Agent in its role as Second Lien Collateral Agent in a manner materially adverse to it without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Agent promptly after the effectiveness of such amendment, waiver or consent (it being understood that the failure to deliver such notice shall not impair the effectiveness of any such amendment, waiver or consent).

(e)    Upon the request of the First Lien Collateral Trustee or the Designated Second Lien Representative, the Company agrees to deliver to each of the First Lien Collateral Trustee or the Designated Second Lien Representative copies of (i) any amendments, supplements or other modifications to the First Lien Documents or the Second Lien Documents and (ii) any new First Lien Documents or Second Lien Documents promptly after effectiveness thereof.

Section 5.04 Rights as Unsecured Creditors.

(a)    The Second Lien Secured Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Second Lien Documents and applicable law so long as such rights and remedies do not violate any provision of this Agreement, including, without limitation, Sections 2.03, 2.04, 3.01, 3.02 and Article VI hereof. Nothing in this Agreement shall prohibit the receipt by any of the Second Lien Secured Parties of the required payments of principal, premium, if any, interest, fees and other amounts due under the Second Lien Documents, so long as such receipt is not the direct or indirect result of the exercise in contravention of this Agreement by any Second Lien Secured Party of rights or remedies as a secured creditor in respect of Shared Collateral (including, without limitation, rights of set-off) or is not otherwise in contravention of this Agreement including, without limitation, Section 5.03(b) hereof. In the event any Second Lien Secured Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Lien Obligations, such judgment lien shall be subordinated to the Liens securing First Lien Obligations on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to such Liens securing First Lien Obligations under this Agreement.

Section 5.05 Gratuitous Bailee for Perfection.

(a)    The First Lien Collateral Trustee acknowledges and agrees that if it shall at any time hold a Lien securing any First Lien Obligations on any Shared Collateral that can be perfected by the possession or control of such Shared Collateral or of any account in which such

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Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the possession or under the control of the First Lien Collateral Trustee, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, the First Lien Collateral Trustee shall also hold such Pledged or Controlled Collateral, or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as agent, sub-agent or gratuitous bailee for the benefit of, and on behalf of, the Second Lien Secured Parties solely for the purpose of perfecting the Liens granted under the relevant Second Lien Security Documents and subject to the terms and conditions of this Section 5.05.

(b)    Except as otherwise specifically provided herein, until the Discharge of First Lien Obligations has occurred, the First Lien Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the First Lien Documents as if the Liens under the Second Lien Security Documents did not exist. The rights of the Second Lien Secured Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement.

(c)    The First Lien Secured Parties shall have no obligation whatsoever to any Second Lien Secured Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.05. The duties or responsibilities of the First Lien Collateral Trustee under this Section 5.05 shall be limited solely to holding or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the Second Lien Secured Parties for purposes of perfecting the Lien held by the Second Lien Representatives.

(d)    The First Lien Collateral Trustee shall not have by reason of the Second Lien Security Documents or this Agreement, or any other document, a fiduciary relationship in respect of any Second Lien Secured Party, and each of the Second Lien Secured Parties hereby waives and releases the First Lien Collateral Trustee from all claims and liabilities arising pursuant to the First Lien Collateral Trustee’s roles under this Section 5.05 as sub-agent and gratuitous bailee with respect to the Shared Collateral.

(e)    None of the Second Lien Secured Parties will have any duties or other obligations to any First Lien Secured Party with respect to any Collateral, other than as expressly set forth in this Agreement.

(f)    None of the First Lien Secured Parties will have any duties or other obligations to any Second Lien Secured Party with respect to any Collateral, other than as expressly set forth in this Agreement.

(g)    Upon the Discharge of First Lien Obligations, the First Lien Collateral Trustee shall, at the Grantors’ sole cost and expense, and to the extent the Grantors do not pay such expenses, at the sole cost and expense of the Second Lien Secured Parties, (i) (A) deliver to the Designated Second Lien Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all Proceeds, held or controlled by the First Lien Collateral Trustee

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or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be a lender loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (iii) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Second Lien Representative is entitled to approve any awards granted in such proceeding. The Company and the other Grantors shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the First Lien Collateral Trustee for loss or damage suffered by the First Lien Collateral Trustee as a result of such transfer, except for loss or damage suffered by any such Person primarily as a result of its own willful misconduct or gross negligence, as determined by a court of competent jurisdiction in a final, non-appealable judgment. The First Lien Collateral Trustee has no obligations to follow instructions from any Second Lien Secured Party in contravention of this Agreement.

(h)    Until the Discharge of First Lien Obligations has occurred, each of the Second Lien Secured Parties acknowledges and agrees that if it shall at any time hold a Lien securing any Second Lien Obligations on any Shared Collateral or of any Pledged or Controlled Collateral, or if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, such Second Lien Secured Party shall also hold such Pledged or Controlled Collateral, or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as sub-agent or gratuitous bailee for the First Lien Secured Parties, in each case solely for the purpose of perfecting the Liens granted under the relevant First Lien Security Documents and subject to the terms and conditions of this Section 5.05.

(i)    None of the First Lien Secured Parties shall be required to marshal any present or future collateral security for any obligations of the Company or any Subsidiary to any First Lien Secured Party under the First Lien Documents or any assurance of payment in respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.

Section 5.06 When Discharge of First Lien Obligations Deemed To Not Have Occurred. If, at any time substantially concurrently with or after the occurrence of the Discharge of First Lien Obligations, the Company or any Subsidiary consummates any Refinancing of any First Lien Obligations, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any release actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of First Lien Obligations) and the applicable agreement governing such First Lien Obligations shall automatically be treated as a First Lien Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein and the agent, representative or trustee for the holders of such First Lien Obligations

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shall be the First Lien Collateral Trustee for all purposes of this Agreement. Upon receipt of notice from the Company of such incurrence (including the identity of the new First Lien Collateral Trustee), each Second Lien Representative shall promptly (a) enter into such documents and agreements, including amendments or supplements to this Agreement, as the Company or such new First Lien Collateral Trustee shall reasonably request in writing in order to provide the new First Lien Collateral Trustee the rights of the First Lien Collateral Trustee contemplated hereby, (b) deliver to such First Lien Collateral Trustee, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Second Lien Representative or any of its agents or bailees, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, (c) notify any applicable insurance carrier that it is no longer entitled to be a lender loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (d) notify any governmental authority involved in any condemnation or similar proceeding involving a Grantor that the new First Lien Collateral Trustee is entitled to approve any awards granted in such proceeding; provided that any reasonable costs or other expenses incurred in connection with clauses (a) to (d) above shall be the exclusive responsibility of the Grantors.

Section 5.07 Purchase Right. Without prejudice to the enforcement of the First Lien Secured Parties’ remedies, the First Lien Secured Parties agree that following (a) the acceleration of the First Lien Obligations or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the holders of the Second Lien Debt may request, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding First Lien Obligations (including unfunded commitments under any First Lien Document) outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the First Lien Obligations and accrued and unpaid interest, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding, at the applicable post-default rate and fees (including (w) breakage costs, (x) in the case of any secured Hedging Obligations, the amount that would be payable by the relevant Grantor thereunder if such Grantor were to terminate the hedge agreement in respect thereof on the date of the purchase or, if not terminated an amount determined by the relevant First Lien Secured Party to be necessary to collateralize its credit risk arising out of such agreement, (y) if applicable, the cash collateral to be furnished to the First Lien Secured Parties providing letters of credit under the First Lien Documents in such amounts (not to exceed 105% of the sum of the aggregate undrawn amount of all such letters of credit and the aggregate facing and similar fees which will accrue thereon through the stated maturity thereof (assuming no drawings thereon before stated maturity)) as such First Lien Secured Party determines is reasonably necessary to secure such First Lien Secured Party in connection therewith, and (z) in the case of any secured Bank Product Obligations that are First Lien Obligations, the cash collateral to be furnished to the First Lien Secured Parties providing such Bank Products under the First Lien Documents in such amounts, including all amounts payable as a result of the termination (or early termination) thereof, as such First Lien Secured Party determines is reasonably necessary to secure such First Lien Secured Party in connection therewith), without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to customary assignment documentation). If such right is exercised, the First Lien Secured Parties and

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the Second Lien Secured Parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request; provided that the foregoing shall not impose upon the First Lien Collateral Trustee any obligations to the extent it has not received directions to its satisfaction as provided under the Collateral Trust Agreement. If one or more of the Second Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to the First Lien Secured Parties and the purchasing Second Lien Secured Parties. If none of the Second Lien Secured Parties timely exercises such right the First Lien Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the First Lien Documents and this Agreement. Each First Lien Secured Party will retain all rights to indemnification provided in the relevant First Lien Document for all claims and other amounts relating to the period prior to the purchase of the First Lien Obligations pursuant to this Section 5.07.

ARTICLE VI

INSOLVENCY OR LIQUIDATION PROCEEDINGS.

Section 6.01 Financing Issues.

(a)    Until the Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any First Lien Secured Party shall desire to consent (or not object) to the sale, use or lease of cash or other collateral or to consent (or not object) to the Company’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then none of the Second Lien Secured Parties will raise any objection to and will not otherwise contest (1) such sale, use or lease of such cash or other collateral, unless the First Lien Collateral Trustee shall oppose or object to such use of cash collateral (in which case, none of the Second Lien Secured Parties shall seek any relief in connection therewith that is inconsistent with the relief being sought by the First Lien Collateral Trustee); or (2) such DIP Financing, unless (x) the First Lien Collateral Trustee shall oppose or object to such DIP Financing, (y) the terms of such DIP Financing provide for the sale of all or substantially all of the First Lien Collateral and/or the Second Lien Collateral prior to any event of default under the documentation providing for such DIP Financing in connection with the exercise of remedies or require the confirmation of a plan of reorganization containing all or substantially all of the material terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof) or (z) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (I) the aggregate amount of First Lien Obligations refinanced with the proceeds thereof or otherwise “rolled-up” into such DIP Financing plus (II) an amount equal to ten percent (10%) of the aggregate principal amount of First Lien Obligations and any amount available to be drawn under outstanding letters of credit and aggregate principal amount of revolving commitments, in each case, under the First Lien Documents as in effect immediately preceding the date of commencement of such Insolvency or Liquidation Proceeding. If such DIP Financing meets some, but not all, of the foregoing conditions, then each Second Lien Secured Party unconditionally agrees that it will only raise an objection to or contest such DIP Financing based upon the conditions which are not met and will not object, oppose or contest on any other basis. Except to the extent permitted by Section 6.03, none of the Second Lien Secured Parties will request adequate protection or any other relief in connection

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therewith and, to the extent the Liens securing any First Lien Obligations are subordinated to or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral (and in any other assets of the Grantors that may serve as collateral (including avoidance actions, or the proceeds thereof)) to (A) such DIP Financing (and all obligations relating thereto), (B) any adequate protection Liens provided to the First Lien Secured Parties and (C) any “carve-out” for professional and United States Trustee fees agreed to by the First Lien Collateral Trustee. The limitation in clause (z) shall not apply to Bank Product Obligations or Hedging Obligations, and Bank Product Obligations and Hedging Obligations shall not count toward such limitation. Until the Discharge of First Lien Obligations has occurred, none of the Second Lien Secured Parties will raise any objection to and will not otherwise contest:

(i)    any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Lien Obligations made by any First Lien Secured Party;

(ii)    any exercise by any First Lien Secured Party of the right to credit bid First Lien Obligations at any sale of First Lien Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law;

(iii)    any other request for judicial relief made in any court by any First Lien Secured Party relating to the lawful enforcement of any Lien on First Lien Collateral; or

(iv)    any order relating to a sale or other disposition of assets of the Company or any other Grantor to which the First Lien Collateral Trustee has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the First Lien Obligations and the Second Lien Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the First Lien Obligations rank to the Liens on the Shared Collateral securing the Second Lien Obligations pursuant to this Agreement.

(b)    No Second Lien Secured Party may provide DIP Financing to the Company or any other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations; provided that if no First Lien Secured Party offers to provide DIP Financing to the extent permitted under Section 6.01(a) after the Company provides the First Lien Secured Parties with a reasonable opportunity to provide such DIP Financing (and consults with the First Lien Secured Parties for a reasonable period of time with respect to such DIP Financing), then a Second Lien Secured Party may seek, following such period, to provide such DIP Financing secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and the First Lien Secured Parties may not object thereto; provided, further, that such DIP Financing may not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations.

(c)    The Second Lien Secured Parties agree that notice received two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such DIP Financing shall be adequate notice.

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Section 6.02 Relief from the Automatic Stay. Until the Discharge of First Lien Obligations has occurred, each of the Second Lien Secured Parties agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding or take any action in derogation thereof, in each case in respect of any Shared Collateral, without the prior written consent of the First Lien Collateral Trustee.

Section 6.03 Adequate Protection.

(a)    Each of the Second Lien Secured Parties agrees that, until the Discharge of First Lien Obligations has occurred, none of them shall:

(i)    object, contest or support any other Person objecting to or contesting (x) any request by any First Lien Secured Party for adequate protection, (y) any objection by any First Lien Secured Party to any motion, relief, action or proceeding based on any First Lien Secured Party’s claiming a lack of adequate protection or (z) the payment of interest, fees, expenses or other amounts of any First Lien Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; or

(ii)    assert or support any claim for costs or expenses of preserving or disposing of any Second Lien Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law.

(b)    Notwithstanding anything contained in this Article VI, until the Discharge of First Lien Obligations, in any Insolvency or Liquidation Proceeding:

(i)    if the First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, then the Designated Second Lien Representative, for itself and on behalf of each Second Lien Secured Party may seek or request adequate protection in the form of a Lien on such additional or replacement collateral, which Lien is subordinated to the Liens securing and providing adequate protection for all First Lien Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the Liens securing First Lien Obligations under this Agreement; and

(ii)    in the event any Second Lien Secured Party seeks or requests adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional or replacement collateral, then the First Lien Collateral Trustee shall also be granted a senior Lien on such additional or replacement collateral as security and adequate protection for the First Lien Obligations and any such DIP Financing and any Lien on such additional or replacement collateral securing or providing adequate protection for the Second Lien Obligations shall be subordinated to the Liens on such collateral securing the First Lien Obligations and any such DIP Financing (and all obligations

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relating thereto) and any other Liens granted to the First Lien Secured Parties as adequate protection on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the Liens securing First Lien Obligations under this Agreement.

Section 6.04 Avoidance Issues. If any First Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of the Company or any other Grantor (or any trustee, receiver or similar Person therefor), because the payment of such amount was declared to be or avoided as fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff, recoupment or otherwise, then the First Lien Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the First Lien Secured Parties shall be entitled to the benefits of this Agreement with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Lien Secured Parties hereby agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be treated as Proceeds and allocated and turned over for application in accordance with the priorities set forth in this Agreement. This Section 6.04 shall survive termination of this Agreement.

Section 6.05 Separate Grants of Security and Separate Classifications. The Second Lien Secured Parties each hereby acknowledge and agree that (a) the grants of Liens by the Company and the other Grantors pursuant to the First Lien Security Documents and the Second Lien Security Documents constitute separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Shared Collateral, the Second Lien Obligations are fundamentally different from the First Lien Obligations, and must each be separately classified in any plan of reorganization or similar dispositive restructuring plan proposed, confirmed, or adopted in an Insolvency or Liquidation Proceeding. If it is held that any claims of the First Lien Secured Parties and/or the Second Lien Secured Parties in respect of the Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each of the Second Lien Secured Parties acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Shared Collateral, with the effect being that, to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Secured Parties), the First Lien Secured Parties and the Second Lien Secured Parties, as applicable, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding and any applicable post-default rate, fees and expenses, before any distribution is made in respect of the Second Lien Obligations, and any Second Lien Secured Party shall turn over to the First Lien Collateral Trustee amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Secured Parties.

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Section 6.06 No Waivers of Rights of Senior Secured Parties. Nothing contained herein shall, except as expressly provided in this Agreement, prohibit or in any way limit any First Lien Secured Party from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by any Second Lien Secured Party, including the seeking by any Second Lien Secured Party of adequate protection or the assertion by any Second Lien Secured Party of any of its rights and remedies under the Second Lien Documents or otherwise.

Section 6.07 Application. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, shall be effective before, during and after the commencement of any Insolvency or Liquidation Proceeding. The relative rights as to the Shared Collateral and Proceeds shall continue after the commencement of any Insolvency or Liquidation Proceeding on the same basis as prior to the date of the petition therefor, subject to any court order approving any DIP Financing for, or use of cash collateral by, the Company or any other Grantor. All references herein to any Grantor shall include such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor.

Section 6.08 Other Matters. To the extent that any Second Lien Secured Party has or acquires rights under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to any of the Shared Collateral, such Second Lien Secured Party agrees not to assert any such rights without the prior written consent of the First Lien Collateral Trustee; provided that if requested by the First Lien Collateral Trustee, such Second Lien Secured Party shall timely exercise such rights in the manner requested by the First Lien Collateral Trustee, including any rights to payments in respect of such rights.

Section 6.09 506(c) Claims. Until the Discharge of First Lien Obligations has occurred, no Second Lien Secured Party will assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the First Lien Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

Section 6.10 Reorganization.

(a)    If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of the First Lien Obligations and/or the Second Lien Obligations, then, to the extent the debt obligations distributed on account of the First Lien Obligations and/or on account of the Second Lien Obligations are secured by Liens upon the same assets or property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

(b)    None of the Second Lien Secured Parties (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote in favor of, or otherwise directly or

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indirectly support any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions of this Agreement, other than (A) with the prior written consent of the First Lien Collateral Trustee, or (B) to the extent any such plan is proposed or supported by the number of First Lien Secured Parties required under Section 1126(c) of the Bankruptcy Code.

Section 6.11 Section 1111(b) of the Bankruptcy Code. Until the Discharge of First Lien Obligations has occurred, none of the Second Lien Secured Parties shall object to, oppose, support any objection, or take any other action to impede, the right of any First Lien Secured Party to make an election under Section 1111(b)(2) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Each Second Lien Secured Party hereby waives any claim it may hereafter have against any First Lien Secured Party arising out of the election by any First Lien Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law.

Section 6.12 [Reserved].

Section 6.13 Post-Petition Interest.

(a)    Until the Discharge of First Lien Obligations has occurred, none of the Second Lien Secured Parties shall oppose or seek to challenge any claim by any First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of interest, fees or expenses accrued thereon after the commencement of any Insolvency or Liquidation Proceeding, without regard to the existence of the Liens of the Second Lien Representatives, on behalf of the Second Lien Secured Parties. This Agreement expressly is intended to include, and does include the “rule of explicitness,” and is intended to provide the First Lien Secured Parties with the right to receive payment of all post-petition interest through distributions made pursuant to the provisions of this Agreement even though such post-petition interest may not be not allowed or allowable against the bankruptcy estate of the Company or any other Grantor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Bankruptcy Law.

(b)    Until the Discharge of First Lien Obligations has occurred, none of the First Lien Secured Parties shall oppose or seek to challenge any claim by any Second Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of all interest, fees or expenses accrued thereon after the commencement of any Insolvency or Liquidation Proceeding to the extent of the value of the Liens of the Second Lien Representatives on behalf of the Second Lien Secured Parties.

ARTICLE VII

RELIANCE; ETC.

Section 7.01 Reliance. All loans and other extensions of credit made or deemed made on and after the date hereof by the First Lien Secured Parties to the Company or any Subsidiary shall be deemed to have been given and made in reliance upon this Agreement. Each of the Second Lien Secured Parties acknowledges that it has, independently and without reliance on any First Lien Secured Party, entered into the Second Lien Documents to which it is party or by

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which it is bound, this Agreement and the transactions contemplated hereby and thereby, and in taking or not taking any action under the Second Lien Documents or this Agreement they will continue to do so independently and without reliance on any First Lien Secured Party.

Section 7.02 No Warranties or Liability.

(a)    Each Second Lien Secured Party acknowledges that no First Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Lien Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. No First Lien Secured Party shall have any duty to any Second Lien Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of a default or an event of default under any agreement with the Company or any Subsidiary (including the Second Lien Documents), regardless of any knowledge thereof that they may have or be charged with.

(b)    Except as expressly set forth in this Agreement, the First Lien Secured Parties and the Second Lien Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (i) the enforceability, validity, value or collectability of any of the First Lien Obligations, the Second Lien Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (ii) any Grantor’s title to or right to transfer any of the Shared Collateral or (iii) any other matter except as expressly set forth in this Agreement.

Section 7.03 Obligations Unconditional. All rights, interests, agreements and obligations of the First Lien Secured Parties and the Second Lien Secured Parties hereunder shall remain in full force and effect irrespective of:

(a)    any lack of validity or enforceability of any First Lien Document or any Second Lien Document;

(b)    any change in the time, manner or place of payment of, or in any other terms of, all or any of the First Lien Obligations or the Second Lien Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First Lien Document or the terms of any Second Lien Document;

(c)    any exchange of any security interest in any Shared Collateral or any other collateral or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien Obligations or Second Lien Obligations or any guarantee thereof;

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(d)    the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or any other Grantor; or

(e)    any other circumstances that otherwise might constitute a defense available to (i) the Company or any other Grantor in respect of the First Lien Obligations (other than the Discharge of First Lien Obligations, subject to Sections 5.06 and 6.04), or (ii) any Second Lien Secured Party in respect of the Second Lien Obligations (other than the Discharge of First Lien Obligations and/or the Discharge of Second Lien Obligations, in each case subject to Sections 5.06 and 6.04).

Section 7.04 No Waiver of Lien Priorities.

(a)    No right of the First Lien Secured Parties or any of them to enforce any provision of this Agreement or any First Lien Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any other Grantor or by any act or failure to act by any First Lien Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the First Lien Documents or any of the Second Lien Documents, regardless of any knowledge thereof which any First Lien Secured Party, or any of them, may have or be otherwise charged with.

(b)    Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Company and the other Grantors under the First Lien Documents and subject to the provisions of Section 5.03(a)), the First Lien Secured Parties and any of them may, at any time and from time to time in accordance with the First Lien Documents and/or applicable law, without the consent of, or notice to, any Second Lien Secured Party, without incurring any liabilities to any Second Lien Secured Party and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of any Second Lien Secured Party is affected, impaired or extinguished thereby) do any one or more of the following:

(1)    change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the First Lien Obligations or any Lien on any Shared Collateral or guaranty of any of the First Lien Obligations or any liability of the Company or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First Lien Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by any First Lien Secured Party, the First Lien Obligations or any of the First Lien Documents;

(2)    sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Shared Collateral or any liability of the Company or any other Grantor to any of the First Lien Secured Parties, or any liability incurred directly or indirectly in respect thereof;

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(3)    settle or compromise any First Lien Obligation or any other liability of the Company or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the First Lien Obligations) in any manner or order; and

(4)    exercise or delay in or refrain from exercising any right or remedy against the Company or any other Grantor or any other Person or any security, and elect any remedy and otherwise deal freely with the Company, any other Grantor or any Shared Collateral and any security and any guarantor or any liability of the Company or any other Grantor to the First Lien Secured Parties or any liability incurred directly or indirectly in respect thereof.

(c)    Except as otherwise expressly provided herein, each of the Second Lien Secured Parties agrees that the First Lien Secured Parties shall have no liability to any such Second Lien Secured Parties, and each of the Second Lien Secured Parties hereby waives any claim against any First Lien Secured Party arising out of any and all actions which the First Lien Secured Parties or any of them may take or permit or omit to take with respect to:

(1)    the First Lien Documents (other than this Agreement), including, without limitation, any failure to perfect or obtain perfected security interests in the Shared Collateral;

(2)    the collection of the First Lien Obligations; or

(3)    the foreclosure upon, or sale, liquidation or other disposition of, any Shared Collateral.

Each of the Second Lien Secured Parties agrees that the First Lien Secured Parties have no duty to them in respect of the maintenance or preservation of the Shared Collateral, the First Lien Obligations or otherwise.

Until the Discharge of First Lien Obligations, each of the Second Lien Secured Parties agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshaling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to any Shared Collateral or any other similar rights a junior secured creditor may have under applicable law.

None of the First Lien Secured Parties nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Shared Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Shared Collateral upon the request of any Grantor or upon the request of the Second Lien Collateral Agent, any other Second Lien Secured Party or any other Person or to take any other action whatsoever with regard to the Shared Collateral or any part thereof. Without limiting the foregoing, each Second Lien Secured Party agrees that no First Lien Secured Party shall have any duty or obligation to realize first upon any type of Shared Collateral or to sell or otherwise dispose of all or any portion of the Shared Collateral in any manner, including

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as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any First Lien Secured Parties or any Second Lien Secured Parties, notwithstanding that the order and timing of any such realization, sale or other disposition may affect the amount of proceeds actually received by such Persons from such realization, sale or other disposition.

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Conflicts.

(a)    In the event of any conflict between the provisions of this Agreement and the provisions of any First Lien Document or any Second Lien Document, the provisions of this Agreement shall govern. Notwithstanding the foregoing, (i) the relative rights and obligations of the First Lien Secured Parties (solely as amongst themselves) shall be governed by the terms of the Collateral Trust Agreement and (ii) the relative rights and obligations of the Second Lien Secured Parties (solely as amongst themselves) shall be governed by the terms of an intercreditor agreement governing the rights and obligations of such Second Lien Secured Parties solely amongst themselves.

(b)    The Secured Parties acknowledge that (i) the secured creditor relationship between different classes of First Lien Obligations may be governed separately from this Agreement and (ii) the secured creditor relationship between different classes of Second Lien Obligations may be governed separately from this Agreement.

Section 8.02 Continuing Nature of this Agreement; Severability. This is a continuing agreement of Lien subordination, and (x) the First Lien Secured Parties may continue, at any time and without notice to the First Lien Collateral Trustee or any Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Subsidiary constituting First Lien Obligations in reliance hereon and (y) the Second Lien Secured Parties may continue, at any time and without notice to any Second Lien Representative or any First Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Subsidiary constituting Second Lien Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor in possession and any receiver, trustee or similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

(a)    subject to the terms and conditions of Section 5.06 hereof, with respect to the First Lien Collateral Trustee, the First Lien Secured Parties represented by it and their First Lien Obligations, upon the Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.04; and

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(b)    subject to the terms and conditions of Section 5.06 hereof, with respect to any Second Lien Representative, the Second Lien Secured Parties represented by it and their Second Lien Obligations, upon the Discharge of Second Lien Obligations, subject to the rights of the Second Lien Secured Parties under Section 6.04.

Section 8.03 Amendments; Waivers.

(a)    No failure or delay on the part of any Secured Party in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Secured Parties are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 8.03, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Secured Party in any case shall entitle such Secured Party to any other or further notice or demand in similar or other circumstances.

(b)    This Agreement may be amended in writing signed by the First Lien Collateral Trustee and the Designated Second Lien Representative (in each case, acting in accordance with the documents governing the applicable Indebtedness); provided that any such amendment, supplement or waiver which by the terms of this Agreement requires the Company’s consent or which materially adversely affects the Company or any other Grantor, shall require the consent of the Company. Any such amendment, supplement or waiver shall be in writing and shall be binding upon the First Lien Secured Parties and the Second Lien Secured Parties and their respective successors and assigns. Notwithstanding the provisions of any other First Lien Document or Second Lien Document, the First Lien Collateral Trustee and the Designated Second Lien Representative may, with the consent of the Grantors for any amendments, restatements, amendment and restatements, supplements or other modifications that directly and materially adversely affect any Grantor, make any amendments, restatements, amendment and restatements, supplements or other modifications to this Agreement to correct any ambiguity, defect or inconsistency contained herein without the consent of any other Person.

(c)    Notwithstanding the foregoing, without the consent of any Secured Party (and with respect to any amendment or modification which by the terms of this Agreement requires the Company’s consent, with the consent of the Company), any Second Lien Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 8.09 of this Agreement and upon such execution and delivery, such Second Lien Representative and the Second Lien Secured Parties and Second Lien Obligations for which such Second Lien Representative is acting shall be subject to the terms hereof.

(d)    Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that the First Lien Collateral Trustee and each Second Lien Representative,

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without the consent of any other First Lien Secured Party or Second Lien Secured Party, may enter into a supplemental agreement (which may take the form of an amendment and restatement of this Agreement) (i) to facilitate having Additional First Lien Debt or additional Second Lien Debt or other obligations of any of the Grantors become First Lien Obligations or Second Lien Obligations, as the case may be, under this Agreement or (ii) to give effect to any amendments in connection with a Refinancing of First Lien Obligations or Second Lien Obligations, as applicable; provided that any such supplemental agreement is not prohibited by the First Lien Documents and/or Second Lien Documents then-existing in accordance with the terms thereof and an Officers’ Certificate of the Company is delivered to the First Lien Collateral Trustee and each Second Lien Representative (as applicable) certifying such compliance, which shall be conclusive and the First Lien Collateral Trustee and each Second Lien Representative (as applicable) may rely thereon without further inquiry and shall be fully protected in doing so.

Section 8.04 Information Concerning Financial Condition of the Company and the Subsidiaries. None of the First Lien Secured Parties or the Second Lien Secured Parties shall have any duty to inform the other parties of (a) the financial condition of the Company and its Subsidiaries and all endorsers or guarantors of the First Lien Obligations or the Second Lien Obligations or (b) any other circumstances bearing upon the risk of nonpayment of the First Lien Obligations or the Second Lien Obligations. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to advise any Secured Party of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other Secured Party, it shall be under no obligation to (i) make, and the First Lien Secured Parties and the Second Lien Secured Parties shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (ii) provide any additional information or to provide any such information on any subsequent occasion, (iii) undertake any investigation or (iv) disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

Section 8.05 Subrogation. Each of the Second Lien Secured Parties hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First Lien Obligations has occurred.

Section 8.06 Application of Payments. Prior to the Discharge of First Lien Obligations, all payments received by the First Lien Secured Parties may be applied, reversed and reapplied, in whole or in part, to such part of the First Lien Obligations as the First Lien Secured Parties, in their sole discretion, deem appropriate, consistent with the terms of the First Lien Documents. Each Second Lien Secured Party assents to any such extension or postponement of the time of payment of the First Lien Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any Lien that may at any time secure any part of the First Lien Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

Section 8.07 Additional Grantors. The Company agrees that, if any Subsidiary shall become a Grantor after the date hereof, it will promptly cause such Subsidiary to become

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party hereto by executing and delivering an instrument in the form of Annex I. Upon such execution and delivery, such Subsidiary will become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of such instrument shall not require the consent of any other party hereunder, and will be acknowledged upon receipt by the First Lien Collateral Trustee and the Designated Second Lien Representative. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

Section 8.08 Dealings with Grantors. Upon any application or demand by the Company or any Grantor to the First Lien Collateral Trustee or any Second Lien Representative to take or permit any action under any of the provisions of this Agreement or under any First Lien Security Document or Second Lien Security Document (in each case, if such action is subject to the provisions hereof), at the request of the First Lien Collateral Trustee or such Second Lien Representative (as applicable), the Company shall furnish to the First Lien Collateral Trustee or such Second Lien Representative (as applicable) a certificate of a principal executive officer or a financial officer (an “Officers’ Certificate”) stating that all conditions precedent, if any, provided for in this Agreement or such First Lien Security Document or Second Lien Security Document, as the case may be, relating to the proposed action have been complied with.

Section 8.09 Additional Debt Facilities. To the extent, but only to the extent, not prohibited by the provisions of the then-existing First Lien Documents and/or Second Lien Documents, the Company or any Subsidiary may incur or issue and sell one or more series or classes of additional Second Lien Debt and one or more series or classes of Additional First Lien Debt. Any such additional class or series of Second Lien Debt (the “Second Lien Class Debt”) may be secured by a Lien on Shared Collateral junior in priority and subordinated to the Liens securing the First Lien Obligations, in each case under and pursuant to the relevant Second Lien Security Documents for such Second Lien Class Debt, if and subject to the condition that the Representative of any such Second Lien Class Debt (each, a “Second Lien Class Debt Representative”), acting on behalf of the holders of such Second Lien Class Debt (such Representative and holders in respect of any Second Lien Class Debt being referred to as the “Second Lien Class Debt Parties”), becomes a party to this Agreement and satisfies, or causes to be satisfied, conditions (i) through (iii), as applicable, of the immediately succeeding paragraph. Any such class or series of Additional First Lien Debt (the “First Lien Class Debt”; and the First Lien Class Debt and the Second Lien Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant First Lien Security Documents, if and subject to the condition that the trustee, agent or representative of any such First Lien Class Debt, acting on behalf of the holders of such First Lien Class Debt (such trustee, agent or representative and the holders in respect of any such First Lien Class Debt being referred to as the “First Lien Class Debt Parties”; and the First Lien Class Debt Parties and the Second Lien Class Debt Parties, collectively, the “Class Debt Parties”), satisfies, or causes to be satisfied, conditions (ii) through (iii), as applicable, of the immediately succeeding paragraph and becomes a party to the Collateral Trust Agreement in accordance with the terms thereof.

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In order for Second Lien Class Debt or First Lien Class Debt to constitute additional Second Lien Obligations or Additional First Lien Obligations hereunder:

(i)    the Second Lien Class Debt Representative with respect to such Second Lien Class Debt shall have executed and delivered to the First Lien Collateral Trustee and the Designated Second Lien Representative a Joinder Agreement (with such changes as may be reasonably approved by the First Lien Collateral Trustee, the Designated Second Lien Representative and such Second Lien Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Second Lien Class Debt in respect of which such Second Lien Class Debt Representative is the Representative constitutes additional Second Lien Obligations, and the related Second Lien Class Debt Parties become subject hereto and bound hereby as additional Second Lien Secured Parties (and such Joinder Agreement will be acknowledged upon receipt by the First Lien Collateral Trustee and the Designated Second Lien Representative);

(ii)    the Company (a) shall have delivered to the First Lien Collateral Trustee and the Designated Second Lien Representative an Officer’s Certificate identifying the obligations to be designated as additional Second Lien Obligations or Additional First Lien Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are not prohibited from being incurred and secured (I) in the case of additional Second Lien Obligations, on a junior basis to the First Lien Obligations under each of the First Lien Documents and (II) in the case of Additional First Lien Obligations, on a senior basis under each of the First Lien Documents and Second Lien Documents and (b) shall have delivered true and complete copies of each of the Second Lien Documents or First Lien Documents, as applicable, relating to such Class Debt, certified as being true and correct by an authorized officer of the Company; and

(iii)    the Second Lien Documents or the First Lien Documents, as applicable, relating to such Class Debt shall provide that each Class Debt Party with respect to such Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Debt.

Section 8.10 Refinancings. The First Lien Obligations and the Second Lien Obligations may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing or replacement transaction under any First Lien Document or any Second Lien Document) of any First Lien Secured Party or any Second Lien Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof. Without limiting the application or effectiveness of Section 5.06, (x) each Second Lien Representative hereby agrees that at the request of the Company in connection with refinancing or replacement of First Lien Obligations (“Replacement First Lien Obligations”) it will promptly enter into an agreement in form and substance reasonably acceptable to each Second Lien Representative with the agent for the Replacement First Lien Obligations containing terms and conditions substantially similar to the terms and conditions of this Agreement and (y) the First Lien Collateral Trustee hereby agrees that at the request of the Company in connection with refinancing or replacement of Second Lien Obligations (“Replacement Second Lien Obligations”) it will promptly enter into an agreement in form reasonably acceptable to the First Lien Collateral Trustee with the agent for the Replacement Second Lien Obligations containing terms and conditions substantially similar to the terms and conditions of this Agreement.

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Section 8.11 Consent to Jurisdiction; Waivers. Each Representative, on behalf of itself and the Secured Parties for which it is acting, irrevocably and unconditionally:

(a)    submits for itself and its property in any legal action or proceeding relating to this Agreement and the applicable Collateral Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York or the United States of America located in New York County, New York, and appellate courts from any thereof;

(b)    consents and agrees that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)    agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at the address referred to in Section 8.12; and

(d)    agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to effect service of process in any other manner permitted by law.

Section 8.12 Notices. All notices, requests, demands and other communications provided for or permitted hereunder shall be in writing and shall be sent:

(i) if to the Company or any Grantor, to the Company, at its address at:

Triumph Group, Inc.

899 Cassatt Road, Suite 210

Berwyn, Pennsylvania 19312

Attention: Brian Scheuer, Vice President and Treasurer

(ii) if to the First Lien Collateral Trustee, to it at:

Wilmington Trust, National Association

50 South Sixth Street, Suite 1290

Minneapolis, MN 55402

Attention: Triumph Group, Inc., Administrator

Facsimile: 612-217-5651

(iii) if to the Second Lien Collateral Agent, to it at:

U.S. Bank National Association

Corporate Trust Services

Two Liberty Place

50 South 16th Street, Suite 2000

Mail Station: EX-PA-WBSP

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Philadelphia, Pennsylvania 19102

Attention: George J. Rayzis

Facsimile: (215) 761-9412

Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth above or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

Section 8.13 Further Assurances. The First Lien Collateral Trustee, on behalf of itself and the First Lien Secured Parties, and each Second Lien Representative, on behalf of itself and the Second Lien Secured Parties, agrees that it will take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the other parties hereto may reasonably request to effectuate the terms of, and the Lien priorities contemplated by, this Agreement, all at the cost and expense of the Company.

Section 8.14 GOVERNING LAW; WAIVER OF JURY TRIAL.

(A)    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPALS THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

(B)     EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

Section 8.15 Binding on Successors and Assigns. This Agreement shall be binding upon the First Lien Secured Parties, the Second Lien Secured Parties, the Company, the other Grantors party hereto and their respective successors and assigns.

Section 8.16 Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.

Section 8.17 Counterparts. This Agreement may be executed in one or more counterparts, including by means of facsimile or other electronic method, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile or other electronic image scan transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. The

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words “execution,” “signed,” “signature,” and words of like import in the Agreement, or any notice, certificate or other instrument delivered in connection herewith shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 8.18 Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The First Lien Secured Parties have appointed the First Lien Collateral Trustee as collateral trustee on their behalf pursuant to the Collateral Trust Agreement and the First Lien Collateral Trustee represents and warrants that it has duly accepted such appointment. The Company and the other Grantors have appointed the Second Lien Collateral Agent as collateral agent pursuant to the Second Lien Security Agreement on behalf of the holders of the Second Lien Obligations secured thereby and the Second Lien Collateral Agent represents and warrants that it has duly accepted such appointment.

Section 8.19 No Third Party Beneficiaries; Successors and Assigns. The lien priorities set forth in this Agreement and the rights and benefits hereunder in respect of such lien priorities shall inure solely to the benefit of the First Lien Secured Parties and the Second Lien Secured Parties, and their respective permitted successors and assigns, and no other Person (including, subject to the last sentence hereof, the Grantors, or any trustee, receiver, debtor in possession or bankruptcy estate in a bankruptcy or like proceeding) shall have or be entitled to assert such rights. Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms. Except for Sections 5.01, 5.03, 6.01, 8.03(b), (c) and (d), 8.09, and 8.10, hereof and this last sentence of this Section 8.19, neither the Company nor any other Grantor shall have any rights hereunder; provided that no rights of any Grantor hereunder may be waived or otherwise reduced and no obligation of any Grantor may be increased without the written consent of such Grantor.

Section 8.20 Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto.

Section 8.21 Collateral Agent and Representative. It is understood and agreed that (a) the First Lien Collateral Trustee is entering into this Agreement in its capacity as collateral trustee under the Collateral Trust Agreement and the provisions of Article V of the Collateral Trust Agreement applicable to the Collateral Trustee (as defined therein) thereunder along with such other rights, protections and immunities contained in the Collateral Trust Agreement shall also apply to the First Lien Collateral Trustee hereunder and (b) the Second Lien Collateral Agent is entering into this Agreement in its capacity as collateral agent under the Second Lien Indenture and the Second Lien Security Agreement and the provisions of Sections 11.6 and 12.7 of the Second Lien Indenture applicable to the Second Lien Collateral Agent (as defined therein) thereunder shall also apply to the Second Lien Collateral Agent hereunder.

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Section 8.22 Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

Section 8.23 Certain Notices. The Company agrees to give the Designated Second Lien Representative reasonable notice of the occurrence of the Discharge of First Lien Obligations. The Company agrees to give the First Lien Collateral Trustee reasonable notice of the occurrence of the Discharge of Second Lien Obligations.

Section 8.24 Amendment and Restatement. From and after the date hereof, the Original Intercreditor Agreement shall be amended and restated in its entirety by this Agreement, and the Original Intercreditor Agreement shall thereafter be of no further force and effect. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Original Intercreditor Agreement. On and after the date hereof, (i) all references to the Original Intercreditor Agreement (or to any amendment or any amendment and restatement thereof) in the Second Lien Documents shall be deemed to refer to the Original Intercreditor Agreement as amended and restated hereby (as it may be further amended, restated, amended and restated or otherwise modified) and (ii) all references to any section (or subsection) of the Original Intercreditor Agreement shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

WILMINGTON TRUST, NATIONAL ASSOCIATION, as First Lien Collateral Trustee
By:	/s/ Jane Schweiger
	Name:	Jane Schweiger
	Title:	Vice President

[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]

U.S. BANK NATIONAL ASSOCIATION, as Second Lien Collateral Agent
By:	/s/ George J. Rayzis
	Name:	George J. Rayzis
	Title:	Vice President

[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]

TRIUMPH GROUP, INC.
By:	/s/ James F. McCabe, Jr.
Name:	James F. McCabe, Jr.
Title:	Senior Vice President and Chief Financial Officer
HT PARTS, L.L.C. TRIUMPH ACCESSORY SERVICES – GRAND PRAIRIE, INC. TRIUMPH ACTUATION SYSTEMS - CONNECTICUT, LLC TRIUMPH ACTUATION SYSTEMS – VALENCIA, INC. TRIUMPH ACTUATION SYSTEMS – YAKIMA, LLC TRIUMPH ACTUATION SYSTEMS, LLC TRIUMPH AEROSPACE SYSTEMS GROUP, LLC TRIUMPH AEROSTRUCTURES – TULSA, LLC TRIUMPH AEROSTRUCTURES HOLDINGS, LLC TRIUMPH AEROSTRUCTURES, LLC TRIUMPH AFTERMARKET SERVICES GROUP, LLC TRIUMPH AIRBORNE STRUCTURES, LLC TRIUMPH AVIATIONS INC. TRIUMPH BRANDS, INC. TRIUMPH COMPOSITE SYSTEMS, INC. TRIUMPH CONTROLS, LLC TRIUMPH ENGINE CONTROL HOLDINGS, INC. TRIUMPH ENGINE CONTROL SYSTEMS, LLC TRIUMPH ENGINEERED SOLUTIONS, INC. TRIUMPH ENGINEERING SERVICES, INC. TRIUMPH FABRICATIONS – ORANGEBURG, INC. TRIUMPH GEAR SYSTEMS – MACOMB, INC. TRIUMPH GEAR SYSTEMS, INC. TRIUMPH GROUP ACQUISITION HOLDINGS, INC.

[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]

TRIUMPH INSTRUMENTS – BURBANK, INC. TRIUMPH INSULATION SYSTEMS, LLC TRIUMPH INTEGRATED AIRCRAFT INTERIORS, INC. TRIUMPH INVESTMENT HOLDINGS, INC. TRIUMPH STRUCTURES – KANSAS CITY, INC. TRIUMPH STRUCTURES – WICHITA, INC. TRIUMPH THERMAL SYSTEMS – MARYLAND, INC. TRIUMPH THERMAL SYSTEMS, LLC TRIUMPH TURBINE SERVICES, INC. VAC INDUSTRIES, INC.
By:	/s/ James F. McCabe, Jr.
Name:	James F. McCabe, Jr.
Title:	Vice President & Treasurer

[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]

THE TRIUMPH GROUP OPERATIONS, INC.
By:	/s/ James F. McCabe, Jr.
Name:	James F. McCabe, Jr.
Title:	Senior Vice President, CFO & Treasurer

TRIUMPH GROUP ACQUISITION CORP. NU-TECH BRANDS, INC.
By:	/s/ James F. McCabe, Jr.
Name:	James F. McCabe, Jr.
Title:	President & Treasurer

[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]

ANNEX I

[FORM OF] SUPPLEMENT NO. [●] dated as of [●], 20[●], to the AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of August 17, 2020 (the “Intercreditor Agreement”), among WILMINGTON TRUST, NATIONAL ASSOCIATION, as the First Lien Collateral Trustee, U.S. BANK NATIONAL ASSOCIATION, as the Second Lien Collateral Agent, the additional Representatives from time to time party thereto, TRIUMPH GROUP, INC., a Delaware corporation (the “Company”), and the other Grantors party thereto.

A.    Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

B.    The Grantors have entered into the Intercreditor Agreement. Pursuant to the First Lien Indenture and the Second Lien Indenture [certain Additional First Lien Documents] [certain additional Second Lien Documents], certain newly acquired or organized Subsidiaries of the Company are required to enter into the Intercreditor Agreement. Section 8.07 of the Intercreditor Agreement provides that such Subsidiaries may become party to the Intercreditor Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Grantor”) is executing this Supplement in accordance with the requirements of the First Lien Indenture and the Second Lien Indenture [the Additional First Lien Documents] [the additional Second Lien Documents].

Accordingly, the New Grantor agrees and the First Lien Collateral Trustee and the Designated Second Lien Representative acknowledge as follows:

SECTION 1. In accordance with Section 8.07 of the Intercreditor Agreement, the New Grantor by its signature below becomes a Grantor under the Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor, and the New Grantor hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “Grantor” in the Intercreditor Agreement shall be deemed to include the New Grantor. The Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Grantor represents and warrants to the First Lien Collateral Trustee, the Designated Second Lien Representative, and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Bankruptcy Laws and by general principles of equity.

SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the First Lien Collateral Trustee and the Designated Second Lien Representative shall have received a counterpart of this Supplement that bears the signature of the New Grantor. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic method shall be as effective as delivery of a manually signed counterpart of this Supplement.

Annex I-1

SECTION 4. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPALS THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 8.12 of the Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it in care of the Company as specified in the Intercreditor Agreement.

SECTION 8. The Company agrees to reimburse the First Lien Collateral Trustee and the Designated Second Lien Representative for each of their reasonable fees and expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the First Lien Collateral Trustee and the Designated Second Lien Representative as required by the applicable Secured Debt Documents.

[Signature pages follow]

Annex I-2

IN WITNESS WHEREOF, the New Grantor, the First Lien Collateral Trustee and the Designated Second Lien Representative have duly executed this Supplement to the Intercreditor Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY GRANTOR]
By:
	Name:
	Title:

Acknowledged by:

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as First Lien Collateral Trustee

By:
	Name:
	Title:

[●], as Designated Second Lien Representative
By:
	Name:
	Title:

Annex I-3

ANNEX II

[FORM OF] REPRESENTATIVE SUPPLEMENT NO. [●] dated as of [●], 20[●], to the AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of August 17, 2020 (the “Intercreditor Agreement”), among WILMINGTON TRUST, NATIONAL ASSOCIATION, as the First Lien Collateral Trustee, U.S. BANK NATIONAL ASSOCIATION, as the Second Lien Collateral Agent, the additional Representatives from time to time party thereto, TRIUMPH GROUP, INC., a Delaware corporation (the “Company”), and the other Grantors party thereto.

A.    Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

B.    As a condition to the ability of the Company to incur Second Lien Debt after the date of the Intercreditor Agreement and to secure such Second Lien Debt with the Second Lien and to have such Second Lien Debt guaranteed by the Grantors, in each case under and pursuant to the Second Lien Security Documents relating thereto, the Second Lien Representative in respect of such Second Lien Debt is required to become a Representative under, and such Second Lien Debt and the Second Lien Secured Parties in respect thereof are required to become subject to and bound by, the Intercreditor Agreement. Section 8.09 of the Intercreditor Agreement provides that such Second Lien Representative may become a Representative under, and such Second Lien Debt and such Second Lien Secured Parties may become subject to and bound by, the Intercreditor Agreement as additional Second Lien Obligations and additional Second Lien Secured Parties, respectively, pursuant to the execution and delivery by the Second Lien Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set forth in Section 8.09 of the Intercreditor Agreement. The undersigned Second Lien Representative (the “New Representative”) is executing this Supplement in accordance with the requirements of the First Lien Documents and the Second Lien Documents.

Accordingly, the New Representative agrees and the First Lien Collateral Trustee and the Designated Second Lien Representative acknowledge as follows:

SECTION 1. In accordance with Section 8.09 of the Intercreditor Agreement, the New Representative by its signature below becomes a Representative under, and the related Second Lien Debt and Second Lien Secured Parties become subject to and bound by, the Intercreditor Agreement as Second Lien Debt and Second Lien Secured Parties, respectively, with the same force and effect as if the New Representative had originally been named therein as a Representative, and the New Representative, on behalf of itself and such Second Lien Secured Parties, hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as a Second Lien Representative and to the Second Lien Secured Parties that it represents as Second Lien Secured Parties. Each reference to a “Representative” or “Second Lien Representative” in the Intercreditor Agreement shall be deemed to include the New Representative. The Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Representative represents and warrants to the First Lien Collateral Trustee and the Designated Second Lien Representative and the other Secured Parties

Annex II-1

that (i) it has full power and authority to enter into this Representative Supplement, in its capacity as [agent] [trustee][under [describe new facility]] (the “New Facility”), (ii) this Representative Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Second Lien Documents relating to such Second Lien Debt provide that, upon the New Representative’s entry into this Agreement, the Second Lien Secured Parties in respect of such Second Lien Debt will be subject to and bound by the provisions of the Intercreditor Agreement as Second Lien Secured Parties.

SECTION 3. The New Representative acknowledges that the documents governing the New Facility comply with the Additional Secured Debt Designation.

SECTION 4. This Representative Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Representative Supplement shall become effective when the First Lien Collateral Trustee and the Designated Second Lien Representative shall have received a counterpart of this Representative Supplement that bears the signature of the New Representative. Delivery of an executed signature page to this Representative Supplement by facsimile transmission or other electronic method shall be effective as delivery of a manually signed counterpart of this Representative Supplement.

SECTION 5. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

SECTION 6. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPALS THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 7. In case any one or more of the provisions contained in this Representative Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 8.12 of the Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at the address set forth below its signature hereto.

Annex II-2

SECTION 9. The Company agrees to reimburse the First Lien Collateral Trustee and the Designated Second Lien Representative for each of their reasonable fees and expenses in connection with this Representative Supplement, including the reasonable fees, other charges and disbursements of counsel for the First Lien Collateral Trustee and the Designated Second Lien Representative as required by the applicable Secured Debt Documents.

[Signature pages follow]

Annex II-3

IN WITNESS WHEREOF, the New Representative, the First Lien Collateral Trustee and the Designated Second Lien Representative have duly executed this Representative Supplement to the Intercreditor Agreement as of the day and year first above written.

[NAME OF NEW REPRESENTATIVE],
as [●] for the holders of [●]
By:
	Name:
	Title:
Address for notices:
Attention of:
Telecopy:
WILMINGTON TRUST, NATIONAL ASSOCIATION,as First Lien Collateral Trustee
By:
	Name:
	Title:
[●],
as Designated Second Lien Representative
By:
	Name:
	Title:

Annex II-4

Acknowledged by:

[TRIUMPH GROUP, INC.]
By:
	Name:
	Title:

[SUBSIDIARY GRANTORS]
By:
	Name:
	Title:

Annex II-5

EX-10.2

Exhibit 10.2

Execution Version

COLLATERAL TRUST AGREEMENT

dated as of August 17, 2020,

among

TRIUMPH GROUP, INC.,

the other Grantors from time to time party hereto,

U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee,

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Collateral Trustee,

and

any other Secured Debt Representative from time to time party hereto

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION			1
Section 1.1	Defined Terms		1
Section 1.2	Other Definition Provisions		10
ARTICLE II THE TRUST ESTATE			11
Section 2.1	Declaration of Trust		11
Section 2.2	Collateral Shared Equally and Ratably		12
ARTICLE III OBLIGATIONS AND POWERS OF COLLATERAL TRUSTEE			13
Section 3.1	Appointment and Undertaking of the Collateral Trustee		13
Section 3.2	Release or Subordination of Liens		14
Section 3.3	Enforcement of Liens		15
Section 3.4	Application of Proceeds		15
Section 3.5	Powers of the Collateral Trustee		17
Section 3.6	Documents and Communications		17
Section 3.7	For Sole and Exclusive Benefit of the Secured Parties		17
Section 3.8	Additional Secured Debt		17
Section 3.9	Hedging Obligations		19
ARTICLE IV OBLIGATIONS ENFORCEABLE BY THE GRANTORS			20
Section 4.1	Release of Liens on Collateral		20
Section 4.2	Delivery of Copies to Secured Debt Representatives		21
Section 4.3	Preparing, Filing or Recording Release Documentation		22
Section 4.4	Satisfaction of Obligations in Respect of any Series of Secured Debt		22
ARTICLE V IMMUNITIES OF THE COLLATERAL TRUSTEE			23
Section 5.1	No Implied Duty		23
Section 5.2	Appointment of Agents and Advisors		23
Section 5.3	Other Agreements		23
Section 5.4	Solicitation of Instructions		24
Section 5.5	Limitation of Liability		24
Section 5.6	Documents in Satisfactory Form		25
Section 5.7	Entitled to Rely		25
Section 5.8	Secured Debt Default		26
Section 5.9	Actions by Collateral Trustee		26
Section 5.10	Security or Indemnity in favor of the Collateral Trustee		26
Section 5.11	Rights of the Collateral Trustee		26
Section 5.12	Limitations on Duty of Collateral Trustee in Respect of Collateral		27
Section 5.13	Assumption of Rights, Not Assumption of Duties		28
Section 5.14	No Liability for Clean-Up of Hazardous Materials		28
Section 5.15	Act of Required Secured Party, etc.		28

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ARTICLE VI RESIGNATION AND REMOVAL OF THE COLLATERAL TRUSTEE		29
Section 6.1	Resignation or Removal of Collateral Trustee	29
Section 6.2	Appointment of Successor Collateral Trustee	29
Section 6.3	Succession	29
Section 6.4	Merger, Conversion or Consolidation of Collateral Trustee	30
ARTICLE VII MISCELLANEOUS PROVISIONS		30
Section 7.1	Amendment	30
Section 7.2	Voting	32
Section 7.3	Further Assurances	32
Section 7.4	Successors and Assigns	33
Section 7.5	Delay and Waiver	33
Section 7.6	Notices	33
Section 7.7	Notice Following Discharge of Secured Obligations	35
Section 7.8	Entire Agreement	35
Section 7.9	Compensation; Expenses	35
Section 7.10	Indemnity	36
Section 7.11	Severability	37
Section 7.12	Section Headings	37
Section 7.13	Obligations Secured	37
Section 7.14	Governing Law	37
Section 7.15	Consent to Jurisdiction; Service of Process	37
Section 7.16	WAIVER OF JURY TRIAL	37
Section 7.17	Counterparts	38
Section 7.18	Additional Grantors	38
Section 7.19	Continuing Nature of this Agreement	38
Section 7.20	Insolvency	38
Section 7.21	Rights and Immunities of Secured Debt Representatives	39
Section 7.22	Modification of Secured Debt Documents	39
Section 7.23	Confidentiality	39
Section 7.24	Jurisdiction Specific Provisions	38

ii

SCHEDULE I	–	Other Grantors
EXHIBIT A	–	Form of Additional Secured Debt Designation
EXHIBIT B	–	Form of Collateral Trust Agreement Joinder—Additional Secured Debt
EXHIBIT C	–	Form of Collateral Trust Agreement Joinder—Additional Grantors
EXHIBIT D	–	Form of Collateral Trust Agreement Joinder—Hedging Agreements

iii

COLLATERAL TRUST AGREEMENT (as amended, restated, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), dated as of August 17, 2020, among Triumph Group, Inc., a Delaware corporation (the “Company”), the grantors listed on Schedule I hereto (each a “Grantor” and, collectively with the Company and any other Subsidiary of the Company that becomes a party hereto as a Grantor, the “Grantors”), the Indenture Trustee (as defined below), Wilmington Trust, National Association, as collateral trustee for the benefit of the Secured Parties (in such capacity and together with its successors in such capacity, the “Collateral Trustee”), and the other Secured Debt Representatives from time to time party hereto;

W I T N E S S E T H:

WHEREAS, the Company intends to issue 8.875% Senior Secured First Lien Notes due 2024 (the “Notes”) in an aggregate principal amount of $600,000,000 pursuant to an Indenture, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, the other Grantors, as guarantors, and U.S. Bank National Association, as trustee (in such capacity and together with its successors in such capacity, the “Indenture Trustee”);

WHEREAS, the Grantors intend to secure the Obligations (as defined herein) under the Indenture, any future Secured Debt and any other Secured Obligations on a pari passu basis with all present and future Liens on the Collateral to the extent that such Liens have been provided for in the applicable Security Documents (as defined herein); and

WHEREAS, this Agreement sets forth the terms on which each Secured Party (as defined herein) has appointed Wilmington Trust, National Association, as Collateral Trustee to act as the collateral trustee for the Secured Parties in order to receive, hold, maintain, administer and distribute, on behalf of the Secured Parties, the Collateral at any time pledged under the Security Documents (as defined herein) and, if applicable, delivered to the Collateral Trustee, and to enforce the applicable Security Documents on behalf of the Secured Parties party thereto.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE I

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1    Defined Terms. The following terms will have the following meanings:

“Act of Required Secured Parties” means, as to any matter at any time prior to the Discharge of Secured Obligations, a direction in writing delivered to the Collateral Trustee by or with the written consent of either the holders of or the Secured Debt Representatives representing the holders of more than 50% of the sum of:

(a)    the aggregate outstanding principal amount of Secured Debt (including the face amount of outstanding letters of credit whether or not then available or drawn); and

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(b)    other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Secured Debt.

For purposes of this definition, (i) Secured Debt registered in the name of, or beneficially owned by, the Grantors or any of their respective Subsidiaries will be deemed not to be outstanding and neither the Grantors nor any of their Subsidiaries will be entitled to vote such Secured Debt, (ii) Secured Debt registered in the name of, or beneficially owned by, any Affiliate of any Grantor may be subject to restrictions on ownership and/or voting to the extent set forth in the applicable Secured Debt Documents and (iii) votes will be determined in accordance with Section 7.2.

Notwithstanding anything to the contrary herein, if (a) the Total Credit Facility Exposure under a Secured Credit Facility is equal to or exceeds $50,000,000 and (b) the holders of a majority of the Total Credit Facility Exposure under such Secured Credit Facility are commercial banks regulated by the U.S. Office of the Comptroller of the Currency, any analogous U.S., Federal or state bank regulatory authority, the European Central Bank or the Bank of England (or any regulator authorized thereby), then an Act of Required Secured Parties shall mean a direction in writing delivered to the Collateral Trustee by or with the consent of either the holders of or the Secured Debt Representatives representing the holders of more than 50% of the Total Credit Facility Exposure under such Secured Credit Facility.

“Additional Secured Debt” has the meaning set forth in Section 3.8(b)(1).

“Additional Secured Debt Designation” means a notice in substantially the form of Exhibit A.

“Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls or is Controlled by or is under common Control with such specified Person.

“Agreement” has the meaning set forth in the preamble.

“Approved Intercreditor Agreement” means (i) with respect to indebtedness secured on a pari passu basis with the Secured Obligations, this Agreement (or any other collateral trust agreement or intercreditor agreement reasonably acceptable to the Collateral Trustee acting at the direction of an Act of Required Secured Parties) and (ii) with respect to any indebtedness secured on a junior basis to the Secured Obligations, (x) the Second Lien Intercreditor Agreement and (y) any other intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens or arrangements relating to the distribution of payments, as applicable, at the time the intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto.

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“Banking Services” means the following bank services provided to any Grantor by any lender under any Additional Secured Debt that is a Credit Facility or any of such lender’s Affiliates: (a) credit cards for commercial customers (including “commercial credit cards” and purchasing cards), (b) stored value cards and (c) treasury management services (including controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Banking Services Obligations” means any and all obligations of any Grantor, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired, (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Banking Services Provider” means any Person to whom Banking Services Obligations are owing.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment of any applicable Secured Obligations are authorized or required by law, regulation or executive order to remain closed.

“Collateral” means all properties and assets of the Grantors now owned or hereafter acquired in which Liens have been granted, or purported to be granted, or required to be granted, in favor of the Collateral Trustee on behalf of the Secured Parties to secure any or all of the Secured Obligations, and shall exclude any properties and assets in which the Collateral Trustee is required to release its Liens pursuant to Section 3.2 (from and after the time such release is required); provided, that, subject to the terms of the applicable Secured Debt Documents, if such Liens are required to be released as a result of the sale, transfer or other disposition of any properties or assets of any Grantor, such assets or properties will cease to be excluded from the Collateral if such Grantor thereafter acquires or reacquires such assets or properties. For the avoidance of doubt, in no event shall “Collateral” include any Excluded Property (as defined in the Indenture).

“Collateral Trustee” has the meaning set forth in the preamble.

“Collateral Trust Agreement Joinder” means (i) with respect to the provisions of this Agreement relating to any Additional Secured Debt, a joinder substantially in the form of Exhibit B hereto, (ii) with respect to the provisions of this Agreement relating to the addition of additional Grantors, a joinder substantially in the form of Exhibit C hereto and (iii) with respect to the provisions of this Agreement relating to any Hedging Obligations, a joinder substantially in the form of Exhibit D hereto.

“Company” has the meaning set forth in the preamble.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlled” has a meaning correlative thereto.

3

“Credit Facility” means one or more debt facilities or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time including any replacement that has been designated in accordance with Section 3.8 hereof.

“Discharge of Secured Obligations” means the occurrence of all of the following:

(1)    termination or expiration of all commitments to extend credit that would constitute Secured Debt;

(2)    with respect to each Series of Secured Debt, either (x) payment in full, or other satisfaction and discharge, of the obligations outstanding under such Secured Debt (other than any Banking Services Obligations, Hedging Obligations and obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time and any undrawn letters of credit) or (y) the legal defeasance or covenant defeasance pursuant to the terms of the applicable Secured Debt Documents for such Series of Secured Debt (other than any Banking Services Obligations or Hedging Obligations);

(3)    with respect to any undrawn letters of credit constituting Secured Debt, either (x) the discharge or cash collateralization (in an amount not less than the percentage of the aggregate face amount required by the applicable Secured Debt Document) of all outstanding letters of credit constituting Secured Debt or (y) the notification by the issuer of each such letter of credit to the Collateral Trustee in writing that such issuer has determined that alternative arrangements satisfactory to such issuer have been made; and

(4)    payment in full of all other Secured Obligations that are outstanding and unpaid at the time the Secured Debt is paid in full (other than Banking Services Obligations, Hedging Obligations and any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

“Funded Debt” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1)    in respect of borrowed money or advances; or

(2)    evidenced by loan agreements, bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof).

For the avoidance of doubt, “Funded Debt” shall not include Hedging Obligations or Banking Services Obligations.

4

“Governmental Authority” means the federal and state governments of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, agency, tribunal, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Grantors” means (a) the Company and each of its Subsidiaries that executes this Agreement as of the date hereof as a “Grantor” and (b) from and after the date hereof, each other Subsidiary that becomes a party to this Agreement (and any of the Security Documents) pursuant to Exhibit C of the Collateral Trust Agreement Joinder.

“Hedge Agreement” means (i) any Swap Agreement for which the counterparty thereto (x) is a Secured Debt Representative or lender under any Credit Facility that constitutes Additional Secured Debt or is an Affiliate of any of the foregoing, in each case at the time such Swap Agreement was entered into and (y) has delivered a Collateral Trust Agreement Joinder in respect thereof or (ii) any Swap Agreement under an ISDA Master Agreement specifically referenced in a previously delivered Collateral Trust Agreement Joinder.

“Hedge Provider” means the counterparty to the Grantors (or any Affiliate of the Grantors) under any Hedge Agreement.

“Hedging Obligations” means the obligations of the Company or a Restricted Subsidiary (as defined in the Indenture) of the Company under any Hedge Agreement.

“Indemnified Liabilities” means any and all liabilities (including all environmental liabilities), obligations, losses, damages, penalties, actions, judgments, suits, costs, taxes, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, performance, administration or enforcement of this Agreement or any of the other Security Documents, and all reasonable, documented out-of-pocket costs and expenses (including reasonable documented fees and expenses of legal counsel selected by the Indemnitee) incurred by any Indemnitee in connection with any claim, action, investigation or proceeding in any respect relating to any of the foregoing, whether or not suit is brought (including costs of enforcement with respect to enforcement of an Indemnitee’s right to indemnity hereunder); provided, however, that in no event shall “Indemnified Liabilities” include fees and expenses for more than one primary counsel to the Collateral Trustee (and up to one local counsel in each applicable jurisdiction and regulatory counsel).

“Indemnitee” has the meaning set forth in Section 7.10(a).

“Indenture” has the meaning set forth in the recitals.

“Indenture Trustee” has the meaning set forth in the recitals.

“Insolvency or Liquidation Proceeding” means:

(1) any involuntary case or application or proceeding commenced or involuntary petition filed seeking (a) liquidation, reorganization, winding-up, dissolution,

5

compromise, arrangement or other relief in respect of the Company or any Material Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership, examinership or similar law now or hereafter in effect or (b) the appointment of a receiver, receiver and manager, trustee, custodian, sequestrator, conservator, examiner, liquidator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, which in any case, such case or application or proceeding or petition has continued undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing is entered; and/or

(2)     (a) any voluntary proceeding commenced or voluntary filing by the Company or any Material Subsidiary of any petition seeking liquidation, reorganization, winding-up, dissolution, compromise, arrangement or other relief under any federal, state or foreign bankruptcy, insolvency, receivership, examinership or similar law now or hereafter in effect (except in a transaction expressly permitted by the applicable Secured Debt Documents), (b) any consent by the Company or any Material Subsidiary to the institution of, or failure to contest in a timely and appropriate manner, any proceeding or petition described in clause (1) above, (c) any application for or consent to by the Company or any Material Subsidiary of the appointment of a receiver, receiver and manager, trustee, custodian, sequestrator, conservator, examiner or similar official for, the Company or any Material Subsidiary or for a substantial part of its assets, (d) the Company or any Material Subsidiary filing an answer admitting the material allegations of a petition filed against it in any such proceeding, (e) the Company or any Material Subsidiary making a general assignment for the benefit of creditors or (f) the Company or any Material Subsidiary taking any action for the purpose of effecting any of the foregoing.

“Lien” means with respect to any asset (a) any mortgage, deed of trust, lien, statutory lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Material Subsidiary” means any Subsidiary of the Company that is not an Immaterial Subsidiary (as defined in the Indenture).

“Modification” has the meaning set forth in Section 3.8(d)(1).

“Notes” has the meaning set forth in the recitals.

“Note Documents” means the Indenture, the Notes and the Security Documents securing the Obligations in respect thereof.

“Obligations” means all unpaid principal of and accrued and unpaid interest on any Funded Debt, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, examinership or other similar proceeding, regardless of

6

whether allowed or allowable in such proceeding), obligations and liabilities of any Grantor to any of the Secured Parties and the Collateral Trustee or any indemnified party, individually or collectively, existing on the date hereof or arising hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under any Secured Debt Document or any Security Document or in respect of any of the loans made or reimbursement or other obligations incurred or any of the letters of credit or other instruments at any time evidencing any thereof.

“Officer’s Certificate” means a certificate with respect to compliance with a condition or covenant provided for in this Agreement, signed on behalf of the Company by an authorized officer of the Company (any certifications or representations therein in such authorized officer’s capacity and not in his or her individual capacity), including:

(a)    a statement that the Person making such certificate has read such covenant or condition;

(b)    a statement that, in the opinion of such Person (in such Person’s capacity as an officer and not in his or her individual capacity), he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(c)    a statement as to whether or not, in the opinion of such Person (in such Person’s capacity as an officer and not in his or her individual capacity), such condition or covenant has been satisfied.

“Permitted Prior Lien” means any Lien that has priority over the Lien granted to the Collateral Trustee for the benefit of the Secured Parties and which Lien was permitted under the applicable Secured Debt Document.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Priority Lien” means a Lien granted, or purported to be granted, pursuant to a Security Document to the Collateral Trustee, at any time, upon any property of any Grantor to secure Secured Obligations.

“Reaffirmation Agreement” means an agreement reaffirming the security interests granted to the Collateral Trustee in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement.

“Second Lien Collateral Agent” means U.S. Bank National Association, in its capacity as collateral agent under the Second Lien Note Documents, and any successors and assigns in such capacity.

“Second Lien Indenture” means that certain Indenture, dated as of September 23, 2019, among the Company, the guarantors party thereto, the Second Lien Trustee and the Second Lien Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time not in violation of the Second Lien Intercreditor Agreement.

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“Second Lien Intercreditor Agreement” means the Amended and Restated Intercreditor Agreement, dated as of August 17, 2020, among the Company, the other Grantors, the Collateral Trustee and the Second Lien Collateral Agent.

“Second Lien Note Documents” means the Second Lien Indenture, the Second Lien Notes, the Note Guarantees (as defined in the Second Lien Indenture), the Second Lien Security Agreement and the other related security documents, each as contemplated under the Second Lien Indenture, as amended, restated, supplemented or otherwise modified from time to time not in violation of the Second Lien Intercreditor Agreement.

“Second Lien Notes” means the 6.250% Senior Secured Notes Due 2024 issued by the Company pursuant to the Second Lien Indenture in the principal amount of $525,000,000.00.

“Second Lien Security Agreement” means that certain Security Agreement, dated as of the September 23, 2019, among the Second Lien Collateral Agent and the Grantors, as amended, restated, supplemented or otherwise modified from time to time not in violation of the Second Lien Intercreditor Agreement.

“Second Lien Trustee” means U.S. Bank National Association, in its capacity as trustee under the Second Lien Note Documents, and any successors and assigns in such capacity.

“Secured Credit Facility” means a Credit Facility the obligations under which are secured on a pari passu basis with the other Secured Obligations and that was permitted to be incurred and permitted to be so secured under each applicable Secured Debt Document.

“Secured Debt” means:

(1)    Funded Debt incurred on the date hereof or hereafter under the Indenture (including any related exchange notes) that was permitted to be incurred and secured under each applicable Secured Debt Document;

(2)    any other Funded Debt that is secured by a Priority Lien and that was permitted to be incurred and permitted to be so secured under each applicable Secured Debt Document; provided, in the case of any Funded Debt referred to in this clause (2), that:

(a)    on or before the date on which such Funded Debt is incurred by the applicable Grantor, such Funded Debt is designated by the Company as “Secured Debt” for the purposes of the Secured Debt Documents in an Additional Secured Debt Designation executed and delivered in accordance with Section 3.8(a);

(b)    unless such Funded Debt is issued under an existing Secured Debt Document for any Series of Secured Debt whose Secured Debt Representative is already party to this Agreement, the Secured Debt Representative for such Funded Debt executes and delivers a Collateral Trust Agreement Joinder in accordance with Section 3.8(b); and

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(c)    all other requirements set forth in Section 3.8 have been complied with.

For the avoidance of doubt, Hedging Obligations and Banking Services Obligations shall not constitute Secured Debt but may constitute Secured Obligations.

“Secured Debt Default” means the occurrence and continuance of any matured “Event of Default” or similar term as defined in the Indenture or any other Secured Debt Document, or any other event or condition that, under the terms of any credit agreement, indenture or other agreement governing any Series of Secured Debt causes, or permits holders of Secured Debt to cause, the Secured Debt to become immediately due and payable, in each case, after all applicable grace periods have expired.

“Secured Debt Documents” means the Indenture and any other indenture, credit agreement or other agreement related to any Secured Debt.

“Secured Debt Representative” means:

(a)    in the case of the Notes, the Indenture Trustee; and

(b)    in the case of any other Series of Secured Debt, the trustee, agent or representative of the holders of such Series of Secured Debt who maintains the transfer register for such Series of Secured Debt and is appointed as a representative of the Secured Debt (for purposes related to the administration of the Security Documents) pursuant to the credit agreement, indenture or other agreement governing such Series of Secured Debt, and who has executed a Collateral Trust Agreement Joinder.

“Secured Obligations” means the Secured Debt and all Obligations in respect of Secured Debt, together with all Hedging Obligations and Banking Services Obligations and all guarantees of any of the foregoing.

“Secured Parties” means the holders of the Secured Obligations, each Secured Debt Representative and the Collateral Trustee.

“Security Documents” means this Agreement, each Reaffirmation Agreement, each Collateral Trust Agreement Joinder, and all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by any Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee, for the benefit of any of the Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and Section 7.1.

“Series of Secured Debt” means, severally, the Secured Debt under (i) the Indenture and (ii) each other issue or series of Secured Debt for which a single transfer register is

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maintained. For the avoidance of doubt, all reimbursement obligations in respect of letters of credit issued pursuant to a Secured Debt Document shall be part of the same Series of Secured Debt as all other Secured Debt incurred pursuant to such Secured Debt Document.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held by such Person.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or its Restricted Subsidiaries (as defined in the Secured Debt Documents) shall be a Swap Agreement.

“Total Credit Facility Exposure” means, with respect to a Secured Credit Facility, the sum of (a) the aggregate outstanding principal amount in respect thereof (including the face amount of outstanding letters of credit whether or not then available or drawn) and (b) the aggregate unfunded commitments to extend credit thereunder which, if funded, would constitute Secured Debt.

“Trust Estate” has the meaning set forth in Section 2.1.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code or any other similar law as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code or such other similar law as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to the perfection of security interests and priority or remedies with respect thereto.

Section 1.2    Other Definition Provisions.

(a)    The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Exhibit references, are to this Agreement unless otherwise specified. References to any Exhibit shall mean such Exhibit as amended or supplemented from time to time in accordance with this Agreement.

(b)    The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

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(c)    The expressions “payment in full,” “paid in full” and any other similar terms or phrases when used herein shall mean payment in cash in immediately available funds.

(d)    The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

(e)    All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

(f)    All terms used in this Agreement that are defined in Article 9 of the UCC and not otherwise defined herein have the meanings assigned to them in Article 9 of the UCC.

(g)    Notwithstanding anything to the contrary in this Agreement, any references contained herein to any section, clause, paragraph, definition or other provision of the Indenture (including any definition contained therein) shall be deemed to be a reference to such section, clause, paragraph, definition or other provision as in effect on the date of this Agreement as amended or modified from time to time if such amendment or modification has been made in accordance with the Indenture.

This Agreement and the other Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Security Documents.

ARTICLE II

THE TRUST ESTATE

Section 2.1    Declaration of Trust.

To secure the payment of the Secured Obligations, each of the Grantors hereby confirms the grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold in trust under this Agreement for the benefit of all current and future Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under all Collateral under any Security Document (collectively the “Trust Estate”).

The Collateral Trustee and its successors and assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all current and future Secured Parties as security for the payment of all present and future Secured Obligations.

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Notwithstanding the foregoing, if at any time:

(1)    all Liens securing the Secured Obligations have been released as provided in Section 4.1;

(2)    the Collateral Trustee holds no other property in trust as part of the Trust Estate; and

(3)    no monetary obligation (other than indemnification and other contingent obligations for which no claim or demand for payment, whether oral or written, has been made at such time) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity);

then the trust arising hereunder will terminate, except that all provisions set forth in Sections 7.9 and 7.10 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms.

The parties further declare and covenant that the Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Section 2.2    Collateral Shared Equally and Ratably. Subject to Section 4.4, the parties to this Agreement agree that the payment and satisfaction of all of the Secured Obligations will be secured equally and ratably by the Liens established in favor of the Collateral Trustee for the benefit of the Secured Parties under the Security Documents, notwithstanding the time of incurrence of any Secured Obligations or the date, time, method or order of grant, attachment or perfection of any Liens securing such Secured Obligations and notwithstanding any provision of the UCC, the time of incurrence of any Series of Secured Debt or the time of incurrence of any other Secured Obligation, or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Secured Obligations or the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against any Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and Secured Parties represented by them that all Secured Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by any Grantor to secure any Obligations in respect of any Series of Secured Debt, whether or not upon property otherwise constituting collateral for such Series of Secured Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Secured Parties equally and ratably; provided, however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Secured Debt if the Secured Debt Documents in respect thereof prohibit the applicable Secured Parties from accepting the benefit of a Lien on any particular asset or property or such Secured Party otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Hedging Obligations or Banking Services Obligations if the Hedge Agreement or agreement giving rise to Banking Services Obligations prohibit the applicable Hedge Provider or

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Banking Services Provider from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider or Banking Services Provider otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; provided, further, that the proceeds of any collection, sale, foreclosure or other realization upon, or exercise of any right or remedy with respect to, any Collateral and the proceeds thereof, and the proceeds of any title insurance or other insurance policy required under any Secured Debt Document or otherwise covering the Collateral will be applied in accordance with Section 3.4.

ARTICLE III

OBLIGATIONS AND POWERS OF COLLATERAL TRUSTEE

Section 3.1    Appointment and Undertaking of the Collateral Trustee

(a)    Each Hedge Provider, each Banking Services Provider, each Secured Debt Representative and each other Secured Party acting through its respective Secured Debt Representative and/or by its acceptance of the benefits of the Security Documents hereby appoints Wilmington Trust, National Association (and any co-agents, sub-agents or attorneys-in-fact appointed by the Collateral Trustee for any of the purposes listed below (and which shall be entitled to the benefit of the provisions of this Agreement)) to serve as collateral trustee hereunder and under the other Security Documents as provided herein and therein. Subject to, and in accordance with, this Agreement, the Collateral Trustee will have, as collateral trustee, for the benefit solely and exclusively of the present and future Secured Parties, in accordance with the terms of this Agreement and subject to applicable law, the power and authority to:

(1)    accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents;

(2)    take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies;

(3)    deliver and receive notices pursuant to this Agreement and the Security Documents;

(4)    sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies;

(5)    remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies;

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(6)    execute and deliver (i) amendments and supplements to the Security Documents as may be required or advisable from time to time and in accordance with Section 7.1 and (ii) acknowledgements of Collateral Trust Agreement Joinders delivered pursuant to Section 3.8, 3.9 or 7.18 hereof;

(7)    promptly release any Lien granted to it by any Security Document upon any Collateral if and as required by Section 3.2 or Article IV; and

(8)    act or decline to act in connection with any enforcement of Liens as provided in Section 3.3.

(b)    Each party to this Agreement acknowledges and consents and/or by its acceptance of the benefits of the Security Documents hereby acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee.

(c)    Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee will not commence any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral unless and until it shall have been directed in writing by an Act of Required Secured Parties and then only in accordance with the provisions of this Agreement.

(d)    The Collateral Trustee is authorized to enter into any Approved Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreements) in connection with the incurrence by any Grantor of any Funded Debt permitted by the terms of the applicable Secured Debt Documents to be secured by the Collateral on a pari passu or junior priority secured basis, in each case in order to permit such Funded Debt to be secured by a valid, perfected Lien (with such priority as may be designated by such Grantor to the extent such priority is permitted by the applicable Secured Debt Documents), and the parties hereto acknowledge that each Approved Intercreditor Agreement is (if entered into) binding upon them.

(e)    Notwithstanding anything to the contrary contained in this Agreement, none of the Company, the other Grantors or any of their respective Affiliates may serve as Collateral Trustee.

Section 3.2    Release or Subordination of Liens. The Collateral Trustee will not release or subordinate any Lien granted in favor of the Collateral Trustee or consent to the release or subordination of any Lien granted in favor of the Collateral Trustee, except:

(a) other than as set forth in clause (b) of this Section 3.2, solely with respect to subordination, as directed by an Act of Required Secured Parties;

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(b)    upon the reasonable request of any Grantor, to subordinate any Lien in favor of the Collateral Trustee to the holder of any Permitted Prior Lien identified in clause (m) of the definition of “Permitted Liens” in the Indenture (and any corresponding section of any other Secured Debt Document) to the extent that the contract, license, agreement, instrument or other document evidencing or creating such Permitted Prior Lien requires that the Liens in favor of the Collateral Trustee be subordinated to the holder of such Permitted Prior Lien;

(c)    as required or permitted by Article IV; or

(d)    as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction.

Section 3.3    Enforcement of Liens. If the Collateral Trustee at any time receives written notice that any Secured Debt Default has occurred under any Secured Debt Document that entitles the Collateral Trustee to foreclose upon, collect or otherwise enforce its Liens under the Security Documents, the Collateral Trustee will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Collateral Trustee may await direction by an Act of Required Secured Parties and will act, or decline to act, as directed by an Act of Required Secured Parties, in the exercise and enforcement of the Collateral Trustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any Secured Debt Default as it may deem advisable and in the interest of the Secured Parties.

Section 3.4    Application of Proceeds.

(a)    The Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon, or exercise of any right or remedy with respect to, any Collateral and the proceeds thereof, and the proceeds of any title insurance or other insurance policy required under any Secured Debt Document or otherwise covering the Collateral in the following order of application:

FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable and documented out-of-pocket legal fees, costs and expenses or other liabilities of any kind incurred by, or owed to, the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with performing its obligations under any Security Document or this Agreement (including, but not limited to, indemnification obligations arising under this Agreement or any Security Document that are then due and payable);

SECOND, to the respective Secured Debt Representatives, Hedge Providers and Banking Services Providers on a pro rata basis for each Series of Secured Debt, Hedging Obligations and Banking Services Obligations that are secured by such Collateral (or, where such Hedging Obligations or Banking

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Services Obligations are represented by a Secured Debt Representative, to such Secured Debt Representative on their behalf) for application to the payment of all such outstanding Secured Debt and any such other Secured Obligations that are then due and payable and so secured (for application in such order as may be provided in the Secured Debt Documents applicable to the respective Secured Obligations) in an amount sufficient to pay in full in cash all outstanding Secured Debt and all other Secured Obligations that are then due and payable (including all interest and fees accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Secured Debt Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (in an amount not less than the percentage of the face amount required by the applicable Secured Debt Document) of all outstanding letters of credit constituting Secured Debt); and

THIRD, any surplus remaining after the payment in full in cash of amounts described in the preceding clauses will be paid to the Company or the applicable Grantor, as the case may be, its successors or assigns, or to such other Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may direct.

Notwithstanding the foregoing, if any Lien on any Collateral no longer secures the Obligations under any Series of Secured Debt as described below in Section 4.4, then such Series of Secured Debt and any related Secured Obligations of that Series thereafter shall not be entitled to share in the proceeds of any such Collateral.

(b)    This Section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future Secured Party. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a Collateral Trust Agreement Joinder as provided in Section 3.8 at the time of incurrence of such Series of Secured Debt.

(c)    In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Required Secured Parties, the Collateral Trustee may sell any non-cash proceeds for cash prior to the application of the proceeds thereof.

(d)    In making the determinations and allocations in accordance with Section 3.4(a), the Collateral Trustee may conclusively rely upon information supplied by the relevant Secured Debt Representative, Hedge Provider and Banking Services Provider as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Secured Debt and any other Secured Obligations and any amounts under any Hedge Agreements included in the Secured Obligations. In calculating the amount of Secured Obligations owed to any Hedge Provider, the Secured Obligations owed to such Hedge Provider shall be determined by the relevant Hedge Provider in accordance with the terms of the relevant Hedge Agreement; provided that, notwithstanding anything herein or in any Secured Debt Document to the contrary, in the event that any such Hedge Agreement consists of more than one confirmation or trade or in the event that the relevant Hedge Provider is a party to any other

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Hedge Agreement, solely for purposes of calculating the Secured Obligations owed to such Hedge Provider under this Agreement, such calculation shall setoff and net all Obligations owing to such Hedge Provider or owed by such Hedge Provider under each such confirmation or trade and/or additional Hedge Agreement.

Section 3.5    Powers of the Collateral Trustee.

(a)    The Collateral Trustee is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Security Documents and applicable law and in equity and to act as set forth in this Article III or, subject to the other provisions of this Agreement, as requested in any lawful directions given to it from time to time in respect of any matter by an Act of Required Secured Parties.

(b)    In the absence of gross negligence or willful misconduct on the part of any Secured Debt Representative or Secured Party (as determined by a court of competent jurisdiction by final and nonappealable judgment), no Secured Debt Representative or Secured Party (other than the Collateral Trustee) will have any liability whatsoever for any act or omission of the Collateral Trustee.

Section 3.6    Documents and Communications. The Collateral Trustee will permit each Secured Debt Representative and each Secured Party, upon reasonable written notice from time to time, to inspect and copy, at the cost and expense of the party requesting such copies, any and all Security Documents and other documents, notices, certificates, instructions or communications received or delivered by the Collateral Trustee in its capacity as such.

Section 3.7    For Sole and Exclusive Benefit of the Secured Parties. The Collateral Trustee will accept, hold, administer and enforce all Liens on the Collateral at any time pledged and, if applicable, delivered to it and all other interests, rights, powers and remedies at any time granted to or enforceable by the Collateral Trustee and all other property of the Trust Estate solely and exclusively for the benefit of the present and future Secured Parties, and will distribute all proceeds received by it in realization thereon or from enforcement thereof solely and exclusively pursuant to the provisions of Section 3.4.

Section 3.8    Additional Secured Debt.

(a)    The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in this Agreement with respect to any Secured Debt that is issued or incurred after the date hereof if the designated Secured Debt Representative identified pursuant to this Section 3.8 signs a Collateral Trust Agreement Joinder and delivers the same to the Collateral Trustee; provided that, if such Funded Debt is issued under an existing Secured Debt Document for any Series of Secured Debt whose Secured Debt Representative is already party to this Agreement, no such Collateral Trust Agreement Joinder shall be a condition to the performance by the Collateral Trustee of its undertakings set forth in this Agreement with respect to such Funded Debt.

(b) The Company will be permitted to designate as Secured Debt hereunder any Funded Debt that is incurred by any Grantor after the date of this Agreement in

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accordance with the terms of the applicable Secured Debt Documents. The Company may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that:

(1)    states that such Grantor intends to incur additional Funded Debt (“Additional Secured Debt”) which will be Secured Debt not prohibited by any Secured Debt Document to be incurred and secured by a Priority Lien equally and ratably with all previously existing and future Secured Debt;

(2)    specifies the name and address of the Secured Debt Representative (or, in the case of any Additional Secured Debt of which there is a single holder, such holder) for such Additional Secured Debt for purposes of this Agreement including Section 7.6;

(3)    states that such Grantor and any other Grantors party thereto have duly authorized and executed (if applicable) all relevant filings and recordations to ensure that the Additional Secured Debt is secured by the Collateral in accordance with the Security Documents; and

(4)    attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, which Reaffirmation Agreement has been duly executed by each Grantor.

The Company shall deliver a copy of the Additional Secured Debt Designation and the related Collateral Trust Agreement Joinder to each then existing Secured Debt Representative; provided that the failure to do so shall not affect the status of such debt as Additional Secured Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Grantor to incur additional Funded Debt or Liens if prohibited by the terms of any Secured Debt Documents.

Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt, (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that have previously been designated as Secured Debt and (z) the incurrence of any incremental facilities under any other Credit Facility that constitutes Additional Secured Debt shall, in each case, automatically constitute Secured Debt and shall not require compliance with the procedures set forth in Section 3.8(a) and this Section 3.8(b).

(c) With respect to any Secured Debt that is issued or incurred after the date hereof, each Grantor agrees to take such actions (if any) as necessary or as otherwise may from time to time reasonably be requested by the Collateral Trustee or any Secured Debt Representative and enter into such amendments, modifications and/or supplements to the then existing Security Documents (or execute and deliver such additional Security Documents) as

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may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt is secured by, and entitled to the benefits of, the relevant Security Documents, and each Secured Party (by its acceptance of the benefits hereof and the execution of this Agreement) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such amendments, modifications and/or supplements (and additional Security Documents). Each Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c) or Section 3.8(d), all such amounts shall be paid by, and shall be for the account of, the Grantors, on a joint and several basis.

(d)    Without limitation of the foregoing, each Grantor agrees to take the following actions with respect to any real property Collateral with respect to all Additional Secured Debt:

(1)    each applicable Grantor shall enter into, and deliver to the Collateral Trustee a mortgage modification (each such modification, a “Modification”) or new mortgage or deed of trust (only to the extent a new mortgage or deed of trust is required to effect such Modification) with regard to each real property located in the United States of America subject to a mortgage or deed of trust (each such mortgage or deed of trust a “Mortgage,” and each such property a “Mortgaged Property”), with such changes as may be required to account for local law matters, at the time of such incurrence, in proper form for recording in all applicable jurisdictions, and each applicable Grantor is jointly and severally liable to pay all filing and recording fees and taxes, documentary stamp taxes and other taxes, charges and fees, if any, necessary for filing or recording in the recording office of each jurisdiction where such real property to be encumbered thereby is situated; and

(2)    in connection with any Modification required under clause (1) above, the Company or the applicable Grantor will cause to be delivered such other documents, instruments and further assurances as reasonably requested by a Secured Debt Representative in order to create, perfect and preserve the security interests granted to the Collateral Trustee for the benefit of the Secured Parties in such real property Collateral.

Section 3.9    Hedging Obligations and Banking Services Obligations.

(a)    The Collateral Trustee will, as collateral trustee hereunder, also perform its undertakings set forth in Section 3.1(a) with respect to any Hedging Obligations or Banking Services Obligations under a Hedge Agreement or agreement giving rise to Banking Services Obligations, as applicable, that are incurred after the date hereof.

(b)    With respect to any Hedging Obligations, the Company and each of the other Grantors agrees to take such actions (if any) as necessary or as otherwise may from time to time reasonably be requested by the Collateral Trustee or any Secured Debt Representative, and enter into such amendments, modifications and/or supplements to the then existing Security Documents (or execute and deliver such additional Security Documents) as

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may from time to time be reasonably requested by such Persons, to ensure that the Hedging Obligations incurred after the date hereof are secured by, and entitled to the benefits of, the relevant Security Documents, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such amendments, modifications and/or supplements (and additional Security Documents). The Company and each Grantor hereby further agree that if there are any recording, filing or other similar fees or taxes payable in connection with any of the actions to be taken pursuant to this Section 3.9(b), all such amounts shall be paid by, and shall be for the account of, the Company and the respective Grantors, on a joint and several basis.

ARTICLE IV

OBLIGATIONS ENFORCEABLE BY THE GRANTORS

Section 4.1    Release of Liens on Collateral.

(a)    The Collateral Trustee’s Liens upon the Collateral will be automatically, and without the need for any consent or approval of any Secured Party or the Collateral Trustee (except as contemplated by clauses (6) and (7) below), released in any of the following circumstances:

(1)    in whole, upon Discharge of Secured Obligations;

(2)    as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Grantor (other than to the Company or another Grantor) in a transaction or other circumstance which is not prohibited by, and, to the extent applicable, in accordance with, all applicable Secured Debt Documents at the time of such sale, transfer or other disposition or to the extent of such Collateral sold, transferred or otherwise disposed of;

(3)    as to any Collateral comprised of property leased to the Company or any other Grantor, upon termination or expiration of such lease;

(4)    as to any Collateral sold in a foreclosure or similar transaction or in connection with any other exercise of remedies in accordance with the terms of this Agreement and the other Security Documents;

(5)    as to any property of a Grantor that becomes Excluded Property (as defined in the Indenture);

(6)    as to a release of less than all or substantially all of the Collateral (other than pursuant to clause (1), (2), (3), (4) or (5) above), if directed by an Act of Required Secured Parties; and

(7)    as to a release of all or substantially all of the Collateral (other than pursuant to clause (1) above), if consent to release of that Collateral has been given by the Secured Debt Representatives representing the requisite percentage or number of holders of each Series of Secured Debt at the time outstanding as provided for in the applicable Secured Debt Documents and such release has become effective in accordance with such consent.

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(b)    A Grantor shall be automatically released from its obligations under this Agreement and the other Security Documents and the Collateral Trustee’s Liens upon the Collateral of such Grantor and the capital stock or other equity interests of such Grantor shall be automatically released if such Grantor ceases to be a Restricted Subsidiary (as defined in each applicable Secured Debt Document).

(c)    The Collateral Trustee agrees for the benefit of the Company and the other Grantors that if the Collateral Trustee at any time receives:

(1)    an Officer’s Certificate stating that the conditions precedent in this Agreement and all other Secured Debt Documents, if any, relating to the release of the applicable Collateral have been complied with;

(2)    the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and

(3)    in the case of a release requested pursuant to Section 4.1(a)(6) or Section 4.1(a)(7), the written confirmation of each Secured Debt Representative that consent from the applicable Secured Parties that are required to consent to such release has been obtained;

then the Collateral Trustee will promptly (i) execute (with such acknowledgements and/or notarizations as are required), deliver and provide the Company or such Grantor (or its designee or counsel) authorization to file (if applicable) such releases and such other documents (including UCC termination statements, reconveyances and customary pay-off letters) as the Company or such Grantor may reasonably request to evidence and effectuate such release to the Company or such Grantor and (ii) take such other actions (including return of any Collateral to the Company or such Grantor) as the Company or such Grantor may reasonably request in connection with such release, in each case, on or prior to the later of (x) the date specified in such request for such release and (y) the fifth Business Day after the date of receipt of the items required by this Section 4.1(c) by the Collateral Trustee.

(d)    The Collateral Trustee hereby agrees that in the case of any release pursuant to clause (2) of Section 4.1(a), if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of the Company or other applicable Grantor, the Collateral Trustee will deliver the release under customary escrow or other arrangements that permit such contemporaneous payment and delivery of the release.

Section 4.2    Delivery of Copies to Secured Debt Representatives. The Company will deliver to each Secured Debt Representative a copy of each document delivered to the Collateral Trustee pursuant to Section 4.1(c). The Secured Debt Representatives will not be obligated to take notice thereof or to act thereon.

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Section 4.3    Preparing, Filing or Recording Release Documentation. In connection with any release of Collateral or any Grantor pursuant to Section 4.1(a) or (b), the Collateral Trustee shall, promptly upon the request of the Company or the applicable Grantor, (i) execute, and deliver all agreements, instruments or documents to effect such release and (ii) provide to the Company or the applicable Grantor (or its designee or counsel) authorization to serve, file, register or record any such agreement, instrument or document.

Section 4.4    Satisfaction of Obligations in Respect of any Series of Secured Debt.

(a)    Satisfaction of Obligations in Respect of the Notes. Notwithstanding anything herein to the contrary, in addition to any release pursuant to Section 4.1 hereof, the Collateral Trustee’s Priority Lien will no longer secure the Notes outstanding under the Indenture or any other Obligations under the Indenture, and the right of the holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Trustee’s Priority Lien on the Collateral will automatically terminate and be discharged:

(1)    upon satisfaction and discharge of the Indenture as set forth under Article 8 of the Indenture;

(2)    upon a legal defeasance or covenant defeasance of the Notes as set forth under Article 8 of the Indenture;

(3)    upon payment in full of principal, interest and all Obligations on the Notes issued under the Indenture; or

(4)    in whole or in part, with the consent of the holders of the requisite percentage of Notes in accordance with Article 9 of the Indenture, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes.

(b)    Satisfaction of Obligations in Respect of any Series of Secured Debt other than the Notes.    Notwithstanding anything herein to the contrary, in addition to any release pursuant to Section 4.1 hereof, (i) as to any Series of Secured Debt (other than the Notes), the Collateral Trustee’s Priority Lien automatically will no longer secure such Series of Secured Debt if the requirements of a Discharge of Secured Obligations are satisfied with respect to such Series of Secured Debt.

(c)    The Collateral Trustee shall not be deemed to have knowledge of any Discharge of Secured Obligations with respect to any Series of Secured Debt unless and until written notice thereof is delivered by the applicable Secured Debt Representative to the Collateral Trustee.

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ARTICLE V

IMMUNITIES OF THE COLLATERAL TRUSTEE

Section 5.1    No Implied Duty. The Collateral Trustee will not have any fiduciary duties or other implied duties nor will it have responsibilities or obligations other than those expressly assumed by it in this Agreement and the other Security Documents (regardless of whether a Secured Debt Default has occurred and is continuing). The Collateral Trustee will not be required to take any action that is contrary to applicable law or any provision of this Agreement or the other Security Documents. It is understood and agreed that the use of the term “trustee” herein or in any other Security Document (or any other similar term) with reference to a Collateral Trustee is not intended to connote any fiduciary or other implied (or express) obligations arising under agency or trustee doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Section 5.2    Appointment of Agents and Advisors. The Collateral Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, appraisers or other experts or advisors selected by it in good faith as it may reasonably require and will not be responsible for any misconduct or negligence on the part of any of them. The exculpatory provisions of this Article shall apply to any such sub-agent.

Section 5.3    Other Agreements.

(a)    The Collateral Trustee has accepted its appointment as Collateral Trustee hereunder. The Collateral Trustee is authorized and directed to execute and deliver the Security Documents executed by the Collateral Trustee as of the date of this Agreement as well as any additional Security Documents from time to time that are required hereunder or reasonably requested by a Grantor or a Secured Debt Representative and is (or will be) bound by all such Security Documents upon effectiveness thereof and the Collateral Trustee shall execute all such Security Documents and, in order to perfect the security interest granted by the Grantors on the Collateral held by such Grantors to the Collateral Trustee on behalf of the Secured Parties and in accordance with the terms of this Agreement, is authorized (but not obligated to) to execute, deliver and/or file or record (if applicable) any such Security Documents, instruments, financing statements or other documents with the applicable government body; provided, however, that such additional Security Documents do not adversely affect the rights, privileges, benefits and immunities of the Collateral Trustee. The Collateral Trustee will not otherwise be bound by, or be held obligated by, the provisions of any credit agreement, indenture or other agreement governing Secured Debt (other than this Agreement and the other Security Documents to which it is a party). In acting under any Security Document, the Collateral Trustee shall enjoy all the rights, protections, immunities and indemnities granted to it hereunder. To the extent applicable, the Collateral Trustee shall enjoy the same rights, protections, immunities and indemnities afforded to it under the Secured Debt Documents as agent of (or otherwise being appointed to act for the benefit of) the related Secured Debt Representative or Secured Parties in acting hereunder.

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(b)    Upon receipt of a Collateral Trust Agreement Joinder, the Collateral Trustee shall execute the same.

(c)    Upon the receipt by the Collateral Trustee of a written request of the Company signed by an authorized officer (a “Security Document Order”), the Collateral Trustee is hereby authorized to execute and enter into, and if satisfactory in form to the Collateral Trustee, execute and enter into, without the further consent of any holder of Secured Debt Obligations or any Secured Debt Representative, any Security Document to be executed after the date of this Agreement. Such Security Document Order shall (i) state that it is being delivered to the Collateral Trustee pursuant to, and is a Security Document Order referred to in, this Section 5.3(c), (ii) instruct the Collateral Trustee to execute and enter into such Security Document and (iii) certify that all covenants and conditions precedent hereunder and under the Secured Debt Documents to the execution and delivery of the Security Document have been complied with. The holders of Notes, by their acceptance of the Notes, and the holders of Secured Debt Obligations, by causing a Collateral Trust Joinder to be executed in connection thereto, hereby authorize and direct the Collateral Trustee to execute any such Security Document.

Section 5.4    Solicitation of Instructions.

(a)    As to any matter not expressly provided for by this Agreement or the other Security Documents, the Collateral Trustee may at any time solicit written confirmatory instructions, in the form of an Act of Required Secured Parties, an Officer’s Certificate and Opinion of Counsel (each confirming that all conditions and covenants precedent to such actions under the Security Documents and all applicable Secured Debt Documents have been complied with) or an order of a court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement or the other Security Documents and shall be fully protected and have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Collateral Trustee in accordance with such written instruction.

(b)    No written direction given to the Collateral Trustee by an Act of Required Secured Parties that in the sole judgment of the Collateral Trustee imposes, purports to impose or might reasonably be expected to impose upon the Collateral Trustee any obligation or liability not set forth in or arising under this Agreement and the other Security Documents will be binding upon the Collateral Trustee unless the Collateral Trustee elects, at its sole option, to accept such direction. For the avoidance of doubt, Sections 7.9 and 7.10 shall apply with regard to any action taken by the Collateral Trustee in compliance with such request or direction.

Section 5.5    Limitation of Liability. The Collateral Trustee will not be responsible or liable for any action taken or omitted to be taken by it hereunder or under any other Security Document, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. In no event shall the Collateral Trustee be responsible or liable for punitive, special, indirect, incidental or consequential loss or damage of any kind whatsoever (including loss of profit) arising out of or in connection with this Agreement or any other Security Document or any agreement or transaction contemplated hereby irrespective of whether the Collateral Trustee has been advised

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of the likelihood of such loss or damage and regardless of the form of actions;. The Collateral Trustee shall in no event be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, pandemics, epidemics, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility. The Collateral Trustee shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of its officers, employees or agents, unless it shall have been grossly negligent in ascertaining the pertinent facts. The Collateral Trustee shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Agreement. The Collateral Trustee is hereby authorized, in making or disposing of any investment permitted by this Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Collateral Trustee or for any third person or dealing as principal for its own account. The parties hereto acknowledge that the Collateral Trustee is not providing investment supervision, recommendations, or advice. If applicable, the Collateral Trustee shall invest the Collateral in accordance with an Act of Required Secured Parties. In the absence of such Act of Required Secured Parties, the Collateral shall be held uninvested. Notwithstanding anything to the contrary set forth herein, in no event shall the Collateral Trustee be liable for interest on any money received by it (including, but not limited to, any negative interest) except as the Collateral Trustee may otherwise agree in writing. In the event that market conditions are such that negative interest applies to amounts deposited with the Collateral Trustee, the Company shall be responsible for the payment of such interest and the Collateral Trustee shall be entitled to deduct from amounts on deposit with it an amount necessary to pay such negative interest. For the avoidance of doubt, the compensation, reimbursement and indemnification protections afforded to the Collateral Trustee under Sections 7.9 and 7.10 of this Agreement shall cover any interest-related expenses incurred by the Collateral Trustee in the performance of its duties hereunder.

Section 5.6    Documents in Satisfactory Form. The Collateral Trustee will be entitled to require that all agreements, certificates, opinions, instruments and other documents at any time submitted to it, including those expressly provided for in this Agreement, be delivered to it in a form and with substantive provisions reasonably satisfactory to it; provided that in no event shall the Collateral Trustee be deemed to be making a representation as to the accuracy, adequacy or sufficiency of such document.

Section 5.7    Entitled to Rely. The Collateral Trustee may seek and conclusively rely upon, and shall be fully protected in relying upon, any judicial order or judgment, upon any advice, opinion or statement of legal counsel, independent consultants and other experts selected by it in good faith and upon any certification, instruction, notice or other writing delivered to it by the Company or any other Grantor in compliance with the provisions of this Agreement or delivered to it by any Secured Debt Representative as to the Secured Parties for whom it acts, without being required to determine the authenticity thereof or the correctness of any fact stated therein or the propriety or validity of service thereof. The Collateral Trustee may act in reliance upon any instrument comporting with the provisions of this Agreement or any signature believed by it to be genuine in good faith and may assume that any Person

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purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof or the other Security Documents has been duly authorized to do so. To the extent an Officer’s Certificate or Opinion of Counsel is required or permitted under this Agreement to be delivered to the Collateral Trustee in respect of any matter, the Collateral Trustee may rely conclusively on such Officer’s Certificate or Opinion of Counsel as to such matter and such Officer’s Certificate or Opinion of Counsel shall be full warranty and protection to the Collateral Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement and the other Security Documents with respect to the transaction specified in such Officer’s Certificate or Opinion of Counsel. The Collateral Trustee shall also be entitled to such reliance and similar rights as provided in the Secured Debt Documents, including the right to rely upon officer’s certificates and opinions of counsel delivered to a Secured Debt Representative.

Section 5.8    Secured Debt Default. The Collateral Trustee will not be charged with knowledge of or required to inquire as to the occurrence or absence of any Secured Debt Default and will not be affected by or required to act upon any notice or knowledge as to the occurrence of any Secured Debt Default unless and until it is directed by an Act of Required Secured Parties. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the Collateral Trustee shall not be subject to, or bound by, the terms and provisions of any documents to which it is not a party, and shall not be deemed to have knowledge of the terms and provisions of any document to which it is not a party.

Section 5.9    Actions by Collateral Trustee. As to any matter not expressly provided for by this Agreement or the other Security Documents, the Collateral Trustee will act or refrain from acting as directed by an Act of Required Secured Parties and will be fully protected if it does so, and any action taken, suffered or omitted pursuant hereto or thereto shall be binding on the Secured Parties. The Collateral Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of an Act of Required Secured Parties pursuant to the provisions of this Agreement, unless the Required Secured Parties have offered to the Collateral Trustee security or indemnity satisfactory to the Collateral Trustee against the costs, expenses and liabilities which may be incurred by it in compliance with such Act of Required Secured Parties.

Section 5.10    Security or Indemnity in favor of the Collateral Trustee. The Collateral Trustee will not be required to advance or expend any funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights hereunder unless it has been provided with security or indemnity reasonably satisfactory to it against any and all liability, loss, fee or expense which may be incurred by it by reason of taking or continuing to take such action.

Section 5.11    Rights of the Collateral Trustee. In the event of any conflict between any terms and provisions set forth in this Agreement and those set forth in any other Security Document, the terms and provisions of this Agreement shall supersede and control the terms and provisions of such other Security Document with respect to the priority of the Liens created by the Security Documents and the rights and remedies of the Collateral Trustee. In the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Security Documents resulting in adverse claims being made in connection

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with Collateral held by the Collateral Trustee and the terms of this Agreement or any of the other Security Documents do not unambiguously mandate the action the Collateral Trustee is to take or not to take in connection therewith under the circumstances then existing, or the Collateral Trustee is in doubt as to what action it is required to take or not to take hereunder or under the other Security Documents, it will be entitled to refrain from taking any action (and will incur no liability for doing so) until directed otherwise in writing by a request signed jointly by the parties hereto entitled to give such direction or by order of a court of competent jurisdiction.

Section 5.12    Limitations on Duty of Collateral Trustee in Respect of Collateral.

(a)    Beyond the exercise of reasonable care in the custody of Collateral in its possession, the Collateral Trustee will have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Trustee will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral; provided, however, that, notwithstanding the foregoing, the Collateral Trustee will execute, file or record UCC-3 continuation statements and other documents and instruments to preserve, protect or perfect the security interests granted to the Collateral Trustee (subject to the priorities set forth herein) if it shall receive a specific written request to execute, file or record the particular continuation statement or other specific document or instrument by any Secured Debt Representative. The Collateral Trustee shall deliver to each other Secured Debt Representative a copy of any such written request. The Collateral Trustee will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Collateral Trustee will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Trustee in good faith. The Collateral Trustee shall be permitted to use a reputable overnight carrier selected by it in good faith to transmit possessory Collateral and shall not be liable for any theft, loss, damage or destruction of any such possessory Collateral sent via such overnight carrier.

(b)    Except as provided in Section 5.12(a), the Collateral Trustee will not be responsible for the existence, genuineness, ownership, transferability or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Trustee hereby disclaims any representation or warranty to the current and future holders of the Secured Obligations concerning the perfection of the security interests granted to it or in the value of any Collateral.

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Section 5.13    Assumption of Rights, Not Assumption of Duties.

Notwithstanding anything to the contrary contained herein:

(1)    each of the parties thereto (other than the Collateral Trustee) will remain liable under each of the Security Documents (other than this Agreement) to the extent set forth therein to perform all of their respective duties and obligations thereunder to the same extent as if this Agreement had not be executed;

(2)    the exercise by the Collateral Trustee of any of its rights, remedies or powers hereunder will not release such parties from any of their respective duties or obligations under the other Security Documents; and

(3)    the Collateral Trustee will not be obligated to perform any of the obligations or duties of any of the parties to the Security Documents other than the obligations and duties of the Collateral Trustee.

Section 5.14    No Liability for Clean-Up of Hazardous Materials. In the event that the Collateral Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Collateral Trustee’s sole discretion may cause the Collateral Trustee to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Trustee reserves the right, instead of taking such action, either to resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Trustee will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment.

Section 5.15    Act of Required Secured Party, etc.

(a)    At the request of the Collateral Trustee, each Secured Debt Representative shall provide any information requested by the Collateral Trustee in order to determine whether any act, direction or vote of holders of Secured Debt meets the definition of “Act of Required Secured Parties”. Each such Secured Debt Representative shall be required to determine whether any Secured Debt is held by the Company or any Affiliate of a Grantor for purposes of clauses (i) and (ii) of the definition of “Act of Required Secured Parties.”

(b)    The Collateral Trustee shall not be deemed to have knowledge of any Discharge of Secured Obligations unless and until written notice thereof is delivered to the Collateral Trustee pursuant to Section 7.7.

(c)    The Collateral Trustee shall be entitled to conclusively rely on the information provided by each such Secured Debt Representative pursuant to this Section 5.15.

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ARTICLE VI

RESIGNATION AND REMOVAL OF THE COLLATERAL TRUSTEE

Section 6.1    Resignation or Removal of Collateral Trustee. Subject to the appointment of a successor Collateral Trustee as provided in Section 6.2 and the acceptance of such appointment by the successor Collateral Trustee:

(a)    the Collateral Trustee may resign at any time by giving not less than 30 days’ notice of resignation to each Secured Debt Representative and the Company; and

(b)    the Collateral Trustee may be removed at any time, with or without cause, by an Act of Required Secured Parties; provided, however, if the Collateral Trustee is removed without cause, the Act of Required Secured Parties shall be given at least 30 days’ prior to the requested date of removal.

Section 6.2    Appointment of Successor Collateral Trustee. Upon any such resignation or removal, a successor Collateral Trustee may be appointed by an Act of Required Secured Parties (with the consent of the Company, such consent not to be unreasonably withheld or delayed); provided that no such consent shall be required upon the occurrence of a Secured Debt Default. If no successor Collateral Trustee has been so appointed and accepted such appointment within 30 days after the predecessor Collateral Trustee gave notice of resignation or was removed, the retiring Collateral Trustee may (at the expense of the Company), at its option, appoint a successor Collateral Trustee, or petition a court of competent jurisdiction for appointment of a successor Collateral Trustee, which must be a bank or trust company:

(1)    authorized to exercise corporate trust powers;

(2)    having a combined capital and surplus of at least $500,000,000;

(3)    maintaining an office in New York, New York; and

(4)    reasonably satisfactory to the Company.

The Collateral Trustee will fulfill its obligations hereunder until a successor Collateral Trustee meeting the requirements of this Section 6.2 has accepted its appointment as Collateral Trustee and the provisions of Section 6.3 have been satisfied.

Section 6.3    Succession. When the Person so appointed as successor Collateral Trustee accepts such appointment:

(1)    such Person will succeed to and become vested with all the rights, powers, privileges and duties of the predecessor Collateral Trustee, and the predecessor Collateral Trustee will be discharged from its duties and obligations hereunder; and

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(2)    the predecessor Collateral Trustee will (at the expense of the Company) promptly transfer all Liens and collateral security and other property of the Trust Estate within its possession or control to the possession or control of the successor Collateral Trustee and will execute instruments and assignments as may be necessary or desirable or reasonably requested by the successor Collateral Trustee to transfer to the successor Collateral Trustee all Liens, interests, rights, powers and remedies of the predecessor Collateral Trustee in respect of the Security Documents or the Trust Estate.

Thereafter the predecessor Collateral Trustee will remain entitled to enforce the immunities granted to it in Article V and the provisions of Sections 7.9 and 7.10.

Section 6.4    Merger, Conversion or Consolidation of Collateral Trustee. Any Person into which the Collateral Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Trustee shall be a party, or any Person succeeding to the business of the Collateral Trustee shall be the successor of the Collateral Trustee pursuant to Section 6.3; provided that without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding, such Person satisfies the eligibility requirements specified in clauses (1) through (4) of Section 6.2. The Collateral Trustee agrees to provide prompt written notice of any such merger, conversion or consolidation to the Company and each Secured Debt Representative.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1    Amendment.

(a)    No amendment, supplement or waiver to the provisions of any Security Document will be effective without the approval of the Collateral Trustee (solely with respect to amendments of the type described in clauses (2)(A) and (B) below, acting as directed by an Act of Required Secured Parties), and in connection with any of the following, without the approval of the parties specified therein (which approval should be deemed provided upon such parties delivery of an executed counterpart of such amendment):

(1)    any amendment, supplement or waiver that has the effect solely of:

(A)    adding or maintaining Collateral, securing additional Secured Obligations that are otherwise not prohibited by the terms of any Secured Debt Document to be secured by the Collateral or preserving, perfecting or establishing the Liens thereon or the rights of the Collateral Trustee therein; or

(B)    providing for the assumption of any Grantor’s obligations under any Secured Debt Document in the case of a merger or consolidation or sale of all or substantially all of the assets of such Grantor to the extent not prohibited by the terms of any applicable Secured Debt Document,

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will become effective when (x) executed and delivered to the Collateral Trustee (which shall sign the same promptly upon receipt) by the Company or any other applicable Grantor party thereto and (y) executed by the Collateral Trustee in accordance with the foregoing clause (x);

(2)    no amendment, supplement or waiver that reduces, impairs or adversely affects the right of any Secured Party:

(A)    to vote its outstanding Secured Debt as to any matter described as subject to an Act of Required Secured Parties (or amends the provisions of this Section 7.1(a) (2) or the definition of “Act of Required Secured Parties”);

(B)    to share in the order of application described in Section 3.4 in the proceeds of enforcement of or realization on any Collateral that has not been released in accordance with the provisions described in Section 4.1 or 4.4;

(C)    to require that Liens securing Secured Obligations be released only as set forth in the provisions described in Section 4.1 or 4.4; or

(D)    under this Section 7.1,

will become effective without the consent of each Secured Debt Representative (acting in accordance with the applicable Secured Debt Documents) of each Series of Secured Debt so affected under the applicable Secured Debt Documents; and

(3)    no amendment or supplement that imposes any obligation upon the Collateral Trustee or any Secured Debt Representative or adversely affects the rights of the Collateral Trustee or any Secured Debt Representative, respectively, in its capacity as such will become effective without the consent of the Collateral Trustee or such Secured Debt Representative, respectively.

(b)    The Collateral Trustee will not enter into any amendment, supplement or waiver unless it has received an Officer’s Certificate and Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by the Secured Debt Documents and that all conditions precedent and covenants have been complied with; provided that this clause (b) shall not apply to any Collateral Trust Agreement Joinder delivered pursuant to Section 7.18.

(c)    Notwithstanding anything to the contrary herein, following the date hereof, the Security Documents and any related documents may be amended, supplemented and/or waived at the request of the Company in accordance with the terms of any applicable

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Secured Debt Documents without obtaining an Act of Required Secured Parties if such amendment or waiver is to (x) comply with local law or advice of local counsel of the Company, (y) fix ambiguities, omissions or defects or (z) cause this Agreement, such Security Documents or such other agreements or documents to be consistent with this Agreement and/or one or more Secured Debt Documents, as applicable.

(d)    A Collateral Trust Agreement Joinder (and any amendments or supplements to the Security Documents required in connection with such Collateral Trust Agreement Joinder) shall not constitute an amendment, supplement or waiver for purposes of this Section 7.1.

(e)    Notwithstanding anything to the contrary contained herein or in any Secured Debt Document, no amendment, amendment and restatement, supplement, waiver or other modification to this Agreement that adversely affects the rights of any Grantor or affects the obligations of any Grantor shall be effective without the consent of the Company (not to be unreasonably withheld).

Section 7.2    Voting. In connection with any matter under this Agreement requiring a vote of holders of Secured Debt, each Series of Secured Debt will cast its votes in accordance with the Secured Debt Documents governing such Series of Secured Debt. The amount of Secured Debt to be voted by a Series of Secured Debt will equal (1) the aggregate principal amount of Secured Debt held by such Series of Secured Debt (including outstanding letters of credit whether or not then available or drawn), plus (2) other than in connection with an exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Funded Debt of such Series of Secured Debt. Following and in accordance with the outcome of the applicable vote under its Secured Debt Documents, the Secured Debt Representative of each Series of Secured Debt will cast all of its votes under that Series of Secured Debt as a block (representing 100% of the aggregate principal amount of Secured Debt held by such Series of Secured Debt (including outstanding letters of credit whether or not then available or drawn), and, where applicable, the aggregate unfunded commitments to extend credit which, when funded, would constitute Funded Debt of such Series of Secured Debt) in respect of any vote under this Agreement.

Section 7.3    Further Assurances.

(a)    The Company and each of the other Grantors will do or cause to be done all acts and things that may be required, or that the Collateral Trustee from time to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the Secured Parties, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets that are acquired or otherwise become, or are required by any Secured Debt Document to become, Collateral after the date hereof), in each case as contemplated by, and with the Lien priority required under, the Secured Debt Documents.

(b)    As required or upon the reasonable request of the Collateral Trustee at any time and from time to time, each Grantor will promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents, and take such other actions as may be reasonably required, or that the Collateral Trustee may reasonably

32

request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Secured Debt Documents or Security Documents for the benefit of the Secured Parties.

Section 7.4    Successors and Assigns.

(a)    Except as provided in Section 5.2, the Collateral Trustee may not, in its capacity as such, delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights will be null and void. All obligations of the Collateral Trustee hereunder will inure to the sole and exclusive benefit of, and be enforceable by, each Secured Debt Representative and each present and future holder of Secured Obligations, each of whom will be entitled to enforce this Agreement as a third-party beneficiary hereof, and all of their respective successors and assigns.

(b)    Except in connection with a transaction permitted by the applicable Secured Debt Documents, neither the Company nor any other Grantor may delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights will be null and void. All obligations of the Company and the other Grantors hereunder will inure to the sole and exclusive benefit of, and be enforceable by, the Collateral Trustee, each Secured Debt Representative and each present and future holder of Secured Obligations, each of whom will be entitled to enforce this Agreement as a third-party beneficiary hereof, and all of their respective successors and assigns.

Section 7.5    Delay and Waiver. No failure to exercise, no course of dealing with respect to the exercise of, and no delay in exercising, any right, power or remedy arising under this Agreement or any of the other Security Documents will impair any such right, power or remedy or operate as a waiver thereof. No single or partial exercise of any such right, power or remedy will preclude any other or future exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

Section 7.6    Notices. Any communications, including notices and instructions, between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to the Collateral Trustee:

Wilmington Trust, National Association

50 South Sixth Street, Suite 1290

Minneapolis, MN 55042

Attention: Triumph Group Inc. Administrator

Fax: 612-217-5651

33

If to the Company or any other Grantor:

Triumph Group, Inc.

899 Cassatt Road, Suite 210

Berwyn, Pennsylvania 19312

Facsimile: (610) 251-1000

Attention: General Counsel

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Facsimile: (917) 777-3259

Attention: Michael J Zeidel, Esq.

If to the Indenture Trustee:

U.S. Bank National Association

100 Wall Street, Suite 600

New York, NY 10005

Attention: Global Corporate Trust

and

U.S. Bank National Association

Corporate Trust Services

50 S 16th St, Suite 2000

Mail Station: EX-PA-WBSP

Philadelphia, PA 19102

Facsimile: (215) 761-9412

Attention: George J. Rayzis

and if to any other Secured Debt Representative, to such address as it may specify by written notice to the parties named above.

Any of the foregoing parties may specify a different or an additional address to which notices should be sent under this Agreement by sending other parties written notice of the new or additional address in the manner provided in this Section.

All notices and communications will be transmitted by electronic mail, telecopy or by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to the relevant electronic mail address, fax number or address set forth above or, as to holders of Secured Debt, its contact information shown on the register kept by the office or agency where the relevant Secured Debt may be presented for registration of transfer or for exchange. To the extent applicable, any notice or communication will also be so transmitted by the Indenture Trustee to any Person described in § 313(c) of the Trust Indenture Act of 1939, as amended, to the extent required thereunder. Failure to transmit a notice or communication to a holder of Secured Debt or any defect in it will not affect its sufficiency with respect to other holders of Secured Debt.

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If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

Section 7.7    Notice Following Discharge of Secured Obligations. Promptly following the Discharge of Secured Obligations with respect to one or more Series of Secured Debt, each Secured Debt Representative with respect to each applicable Series of Secured Debt that is so discharged will provide written notice of such discharge to the Collateral Trustee and to each other Secured Debt Representative.

Section 7.8    Entire Agreement. This Agreement states the complete agreement of the parties relating to the undertaking of the Collateral Trustee set forth herein and supersedes all oral negotiations and prior writings in respect of such undertaking.

Section 7.9    Compensation; Expenses. The Grantors agree to pay, promptly upon demand:

(a)    such compensation to the Collateral Trustee and its agents as the Company and the Collateral Trustee may agree in writing from time to time; and

(b)    jointly and severally, no later than fifteen (15) days after written demand therefor:

(1)    all reasonable, documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Security Document or any consent, amendment, waiver or other modification relating hereto or thereto;

(2)    all reasonable, documented out-of-pocket fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee incurred in connection with (i) the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Security Documents (or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Company or any other Grantor), (ii) the transactions contemplated thereby and (iii) the exercise of rights or performance of obligations of the Collateral Trustee thereunder; provided, however, that in no event shall the Grantors be obligated to pay fees and expenses for more than one primary counsel to the Collateral Trustee (and up to one local counsel in each applicable jurisdiction and regulatory counsel);

(3)    all reasonable, documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums;

35

(4)    subject to the proviso in clause (2), after the occurrence of any Secured Debt Default, all reasonable, documented out-of-pocket costs and expenses incurred by the Collateral Trustee and its agents in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable, documented out-of-pocket fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee and its agents.

The agreements in this Section 7.9 will survive repayment of all other Secured Obligations and the removal or resignation of the Collateral Trustee.

Section 7.10    Indemnity.

(a)    The Grantors jointly and severally agree to defend, indemnify, pay and hold harmless the Collateral Trustee and its Affiliates and each and all of the directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”) from and against any and all Indemnified Liabilities, regardless of whether such claim is asserted by any Secured Party, Secured Debt Representative or Grantor or any third party; provided that no Indemnitee will be entitled to indemnification hereunder with respect to any Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(b)    All amounts due under this Section 7.10 will be payable not later than fifteen (15) days upon written demand therefore.

(c)    To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.10(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Grantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

(d)    To the extent permitted by applicable law, no Grantor shall ever assert, and each Grantor hereby waives, any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect, incidental or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Security Documents or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability.

36

(e)    The agreements in this Section 7.10 will survive repayment of all other Secured Obligations and the removal or resignation of the Collateral Trustee.

Section 7.11    Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7.12    Section Headings. The section headings and Table of Contents used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

Section 7.13    Obligations Secured. All obligations of the Grantors set forth in or arising under this Agreement will be Secured Obligations and are secured by all Liens granted by the Security Documents.

Section 7.14    Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

Section 7.15    Consent to Jurisdiction; Service of Process.

(a)    Each Grantor hereby irrevocably and unconditionally submits for themselves and their property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any shall affect any right that any party hereto or Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against any Grantor or its properties in the courts of any jurisdiction.

(b)    Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.6. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 7.16    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

37

LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 7.17    Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. The words “ execution,” “ signed,” “ signature,” and words of like import in this Agreement or any agreement entered into in connection herewith shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Collateral Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Collateral Trustee pursuant to procedures approved by the Collateral Trustee.

Section 7.18    Additional Grantors.    The Company will cause each Subsidiary of the Company that hereafter becomes a Grantor or is required by any Secured Debt Document to become a party to this Agreement to do so, for all purposes of this Agreement, by causing such Subsidiary to execute and deliver to the Collateral Trustee a Collateral Trust Agreement Joinder, whereupon such Subsidiary will be bound by the terms hereof to the same extent as if it had executed and delivered this Agreement as of the date hereof.

Section 7.19    Continuing Nature of this Agreement. This Agreement will be reinstated if at any time any payment or distribution in respect of any of the Secured Obligations is rescinded or must otherwise be returned in an Insolvency or Liquidation Proceeding or otherwise by any Secured Party or Secured Debt Representative or any representative of any such party (whether by demand, settlement, litigation or otherwise).

Section 7.20    Insolvency. This Agreement will be applicable both before and after the commencement of any Insolvency or Liquidation Proceeding by or against any Grantor. The relative rights, as provided for in this Agreement, will continue after the commencement of any such Insolvency or Liquidation Proceeding on the same basis as prior to the date of the commencement of any such case, as provided in this Agreement.

38

Section 7.21    Rights and Immunities of Secured Debt Representatives. The Indenture Trustee will be entitled to all of the rights, protections, immunities and indemnities set forth in the Indenture and any future Secured Debt Representative will be entitled to all of the rights, protections, immunities and indemnities set forth in the credit agreement, indenture or other agreement governing the applicable Secured Debt with respect to which such Person will act as representative, in each case as if specifically set forth herein. In no event will any Secured Debt Representative be liable for any act or omission on the part of the Grantors or the Collateral Trustee hereunder.

Section 7.22    Modification of Secured Debt Documents. The Company and any other Grantor shall be permitted to amend, replace, refinance, increase, substitute or modify any other Secured Debt Document or enter into any additional Secured Debt or the applicable Secured Debt Documents, in each case in accordance with the terms of the applicable Secured Debt Documents.

Section 7.23    Confidentiality.

The Collateral Trustee agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed:

(a)    to its Affiliates and its and their respective directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential);

(b)    to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners);

(c)    to the extent required by applicable laws or regulations or by any subpoena or similar legal process;

(d)    to any other party to this Agreement;

(e)    in connection with the exercise of any remedies under the Security Documents or any Secured Debt Document or any suit, action or proceeding relating to the Security Documents or any Secured Debt Document or the enforcement of rights hereunder or thereunder;

(f)    subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or beneficiary of, or any prospective assignee of or beneficiary of, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its Affiliates) to any swap, derivative or other transaction relating to the Company or its Restricted Subsidiaries (as defined in the applicable Secured Debt Document) and their obligations;

39

(g)    with the prior written consent of the Company; or

(h)    to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section by the disclosing party or its Affiliates or (ii) becomes available to the Collateral Trustee on a nonconfidential basis from a source other than the Grantors.

(i)    For the purposes of this Section, “Information” means all information received from (or on behalf of) the Company or its Subsidiaries relating to the Company, its Subsidiaries or their respective businesses, other than any such information that is available to the Collateral Trustee on a nonconfidential basis prior to disclosure by the Company or its Subsidiaries.

[Signature Pages Follow]

40

IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Agreement to be executed by their respective officers or representatives as of the day and year first above written.

TRIUMPH GROUP, INC. as the Company
By:	/s/ James F. McCabe, Jr.
Name:	James F. McCabe, Jr.
Title:	Senior Vice President and Chief Financial Officer

[Signature Page – Collateral Trust Agreement]

HT PARTS, L.L.C.

TRIUMPH ACCESSORY SERVICES – GRAND PRAIRIE, INC.

TRIUMPH ACTUATION SYSTEMS - CONNECTICUT, LLC

TRIUMPH ACTUATION SYSTEMS – VALENCIA, INC.

TRIUMPH ACTUATION SYSTEMS – YAKIMA, LLC

TRIUMPH ACTUATION SYSTEMS, LLC

TRIUMPH AEROSPACE SYSTEMS GROUP, LLC

TRIUMPH AEROSTRUCTURES – TULSA, LLC

TRIUMPH AEROSTRUCTURES HOLDINGS, LLC

TRIUMPH AEROSTRUCTURES, LLC

TRIUMPH AFTERMARKET SERVICES GROUP, LLC

TRIUMPH AIRBORNE STRUCTURES, LLC

TRIUMPH AVIATIONS INC.

TRIUMPH BRANDS, INC.

TRIUMPH COMPOSITE SYSTEMS, INC.

TRIUMPH CONTROLS, LLC

TRIUMPH ENGINE CONTROL HOLDINGS, INC.

TRIUMPH ENGINE CONTROL SYSTEMS, LLC

TRIUMPH ENGINEERED SOLUTIONS, INC.

TRIUMPH ENGINEERING SERVICES, INC.

TRIUMPH FABRICATIONS – ORANGEBURG, INC.

TRIUMPH GEAR SYSTEMS – MACOMB, INC.

TRIUMPH GEAR SYSTEMS, INC.

TRIUMPH GROUP ACQUISITION HOLDINGS, INC.

TRIUMPH INSTRUMENTS – BURBANK, INC.

TRIUMPH INSULATION SYSTEMS, LLC

TRIUMPH INTEGRATED AIRCRAFT INTERIORS, INC.

TRIUMPH INVESTMENT HOLDINGS, INC.

TRIUMPH STRUCTURES – KANSAS CITY, INC.

[Signature Page – Collateral Trust Agreement]

TRIUMPH STRUCTURES – WICHITA, INC.
TRIUMPH THERMAL SYSTEMS – MARYLAND, INC.
TRIUMPH THERMAL SYSTEMS, LLC
TRIUMPH TURBINE SERVICES, INC.
VAC INDUSTRIES, INC. as Grantors
By:	/s/ James F. McCabe, Jr.
Name:	James F. McCabe, Jr.
Title:	Vice President & Treasurer

[Signature Page – Collateral Trust Agreement]

THE TRIUMPH GROUP OPERATIONS, INC. as a Grantor
By:	/s/ James F. McCabe, Jr.
Name:	James F. McCabe, Jr.
Title:	Senior Vice President, CFO & Treasurer

TRIUMPH GROUP ACQUISITION CORP.
NU-TECH BRANDS, INC. as a Grantor
By:	/s/ James F. McCabe, Jr.
Name:	James F. McCabe, Jr.
Title:	President & Treasurer

[Signature Page – Collateral Trust Agreement]

U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:	/s/ George J. Rayzis
	Name: George J. Rayzis
	Title: Vice President

[Signature Page – Collateral Trust Agreement]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee
By:	/s/ Jane Schweiger
	Name: Jane Schweiger
	Title: Vice President

[Signature Page – Collateral Trust Agreement]

SCHEDULE I

Grantors

Company Name	State of Formation
Triumph Group, Inc.	Delaware
HT Parts, L.L.C.	Delaware
Nu-Tech Brands, Inc.	Delaware
The Triumph Group Operations, Inc.	Delaware
Triumph Accessory Services – Grand Prairie, Inc.	Delaware
Triumph Actuation Systems - Connecticut, LLC	Delaware
Triumph Actuation Systems – Valencia, Inc.	Delaware
Triumph Actuation Systems – Yakima, LLC	Delaware
Triumph Actuation Systems, LLC	Delaware
Triumph Aerospace Systems Group, LLC	Delaware
Triumph Aerostructures – Tulsa, LLC	Delaware
Triumph Aerostructures Holdings, LLC	Delaware
Triumph Aerostructures, LLC	Delaware
Triumph Aftermarket Services Group, LLC	Delaware
Triumph Airborne Structures, LLC	Arkansas
Triumph Aviations Inc.	Pennsylvania
Triumph Brands, Inc.	Delaware
Triumph Composite Systems, Inc.	Delaware
Triumph Controls, LLC	Delaware
Triumph Engine Control Holdings, Inc.	Delaware
Triumph Engine Control Systems, LLC	Delaware
Triumph Engineered Solutions, Inc.	Delaware
Triumph Engineering Services, Inc.	Delaware
Triumph Fabrications – Orangeburg, Inc.	Illinois
Triumph Gear Systems – Macomb, Inc.	Michigan
Triumph Gear Systems, Inc.	Delaware

Company Name	State of Formation
Triumph Group Acquisition Corp.	Delaware
Triumph Group Acquisition Holdings, Inc.	Delaware
Triumph Instruments – Burbank, Inc.	Delaware
Triumph Insulation Systems, LLC	Nevada
Triumph Integrated Aircraft Interiors, Inc.	Delaware
Triumph Investment Holdings, Inc.	Nevada
Triumph Structures – Kansas City, Inc.	Missouri
Triumph Structures – Wichita, Inc.	Delaware
Triumph Thermal Systems – Maryland, Inc.	Delaware
Triumph Thermal Systems, LLC	Delaware
Triumph Turbine Services, Inc.	Delaware
VAC Industries, Inc.	Delaware

Sch. I-2

EXHIBIT A

to Collateral Trust Agreement

[FORM OF]

ADDITIONAL SECURED DEBT DESIGNATION

            , 20        

Reference is made to the Collateral Trust Agreement, dated as of August 17, 2020 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”), among Triumph Group, Inc., a Delaware corporation (the “Company”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Indenture Trustee, Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”) and the other Secured Debt Representatives from time to time party thereto. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Additional Secured Debt Designation is being executed and delivered in order to designate additional secured debt as Secured Debt entitled to the benefits of the Collateral Trust Agreement.

The undersigned, the duly appointed [specify title] of the Company hereby certifies on behalf of the Company, in [his/her] capacity as an [officer] of the Company and not in [his/her] individual capacity, that:

(1)    [insert name of Grantor] intends to incur additional Secured Debt pursuant to the [describe new debt facility agreement] (the “Additional Secured Debt”), which is permitted by each applicable Secured Debt Document to be secured by a Priority Lien equally and ratably with all previously existing and future Secured Debt;

(2)    the name and address of the Secured Debt Representative for the Additional Secured Debt for purposes of Section 7.6 of the Collateral Trust Agreement is:

Telephone:                     

Fax:                         

(3)    each Grantor has duly authorized and executed (if applicable) all relevant documents, filings and recordations to ensure that the Additional Secured Debt is secured by such Grantor’s right, title and interest in the Collateral in accordance with the Security Documents; and

Exh. A-1

(4)    attached as Exhibit 1 hereto is a Reaffirmation Agreement duly executed by each Grantor.

IN WITNESS WHEREOF, this Additional Secured Debt Designation is duly executed by the undersigned as of the date first written above.

TRIUMPH GROUP, INC.
By:
	Name:
	Title:

Exh. A-2

ACKNOWLEDGEMENT OF RECEIPT

The undersigned, the duly appointed Collateral Trustee under the Collateral Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation.

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee
By:
	Name:
	Title:

Exh. A-3

EXHIBIT 1

TO ADDITIONAL SECURED DEBT DESIGNATION

[FORM OF]

REAFFIRMATION AGREEMENT

Reference is made to the Collateral Trust Agreement, dated as of August 17, 2020 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”), among Triumph Group, Inc., a Delaware corporation (the “Company”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Indenture Trustee, Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”) and the other Secured Debt Representatives from time to time party thereto. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Reaffirmation Agreement is being executed and delivered as of the date first written above in connection with an Additional Secured Debt Designation of even date herewith (the “Current Additional Secured Debt Designation”) by the Company and acknowledged by the Collateral Trustee, which Current Additional Secured Debt Designation has designated additional secured debt as Secured Debt (as described therein) entitled to the benefit of the Collateral Trust Agreement.

Each of the undersigned hereby consents to the designation of the Additional Secured Debt (as defined in the Current Additional Secured Debt Designation) as Secured Debt as set forth in the Current Additional Secured Debt Designation and hereby confirms its respective guarantees, pledges, charges, assignments, grants of security interests and other obligations, as applicable, under and subject to the terms of each Security Document and each Secured Debt Document, in each case, to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, charges, assignments, grants of security interests and other obligations, and the terms of each Security Document and each Secured Debt Document, in each case, to which it is party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Security Document or Secured Debt Document, as the case may be. In furtherance thereof, each of the undersigned hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in all of its right, title and interest in the Collateral to secure the prompt and complete payment and performance of the Secured Obligations, including, in any event, the Additional Secured Debt (as defined in the Current Additional Secured Debt Designation).

Each Grantor hereby authorizes (but does not obligate) the Collateral Trustee to file, and if requested will execute and deliver to the Collateral Trustee, all financing statements describing the Collateral owned by such Grantor and other documents and take such other actions as may from time to time be required or reasonably be requested by the Collateral Trustee (in all cases in accordance with and to the extent required by the Collateral Trust Agreement and the applicable Security Documents) in order to maintain a perfected security interest in and, if applicable control of, the Collateral owned by such Grantor, subject to Liens permitted under all of the Secured Debt Documents. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as is necessary, advisable or prudent to ensure that

Exh. 1-1

the perfection of the security interest in the Collateral granted to the Collateral Trustee herein, including, without limitation, describing such property as “all assets of the Debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof” or using words of similar import. Each Grantor will, at its own expense, take any and all actions necessary to defend title to any material portion of the Collateral owned by such Grantor against all persons and to defend the security interest of the Collateral Trustee in such Collateral and the priority thereof against any Lien not expressly permitted hereunder.

Governing Law and Miscellaneous Provisions. The provisions of Article VII of the Collateral Trust Agreement will apply with like effect to this Reaffirmation Agreement.

[Signature Pages Follow]

Exh. 1-2

IN WITNESS WHEREOF, each of the undersigned has caused this Reaffirmation Agreement to be duly executed as of the date written above.

[NAMES OF GRANTORS]
By:
	Name:
	Title:

Exh. 1-3

ACKNOWLEDGEMENT OF RECEIPT

The undersigned, the duly appointed Collateral Trustee under the Collateral Trust Agreement, hereby acknowledges receipt of an executed copy of this Reaffirmation Agreement.

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee
By:
	Name:
	Title:

Exh. 1-4

EXHIBIT B

to Collateral Trust Agreement

[FORM OF]

COLLATERAL TRUST AGREEMENT JOINDER – ADDITIONAL SECURED DEBT

            , 20        

Reference is made to the Collateral Trust Agreement, dated as of August 17, 2020 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”), among Triumph Group, Inc., a Delaware corporation (the “Company”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Indenture Trustee, Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”) and the other Secured Debt Representatives from time to time party thereto. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Collateral Trust Agreement Joinder is being executed and delivered pursuant to Section 3.8 of the Collateral Trust Agreement as a condition precedent to the debt for which the undersigned is acting as [trustee][agent][other capacity] being entitled to the benefits of being Additional Secured Debt under the Collateral Trust Agreement.

1.    Joinder. The undersigned,                     , a                     , (the “New Representative”) as [trustee, administrative agent] under that certain [describe applicable indenture, credit agreement or other document governing the Additional Secured Debt] hereby (a) represents that it is the [trustee/agent or other capacity] of [describe creditors] and (b) agrees to become party as a Secured Debt Representative under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.

2.    Lien Sharing and Priority Confirmation.

The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Secured Debt for which the undersigned is acting as Secured Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Secured Debt, each other existing and future Secured Debt Representative and each current and future Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:

(a) as provided by Section 2.2 of the Collateral Trust Agreement, all Secured Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by any Grantor to secure any Obligations in respect of any Series of Secured Debt, whether or not upon property otherwise constituting collateral for such Series of Secured Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Secured Debt if the Secured Debt

Exh. B-1

Documents in respect thereof prohibit the applicable Secured Parties from accepting the benefit of a Lien on any particular asset or property or such Secured Party otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Hedging Obligations or Banking Services Obligations if the Hedge Agreement or agreement giving rise to Banking Services Obligations prohibits the applicable Hedge Provider or Banking Services Provider from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider or Banking Services Provider otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;

(b)    the New Representative and each holder of Obligations in respect of the Series of Secured Debt for which the undersigned is acting as Secured Debt Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens;

(c)    it reaffirms the appointment of and appoints Wilmington Trust, National Association to serve as Collateral Trustee under the Collateral Trust Agreement for itself and all other current and future Secured Parties under the Collateral Trust Agreement on the terms and conditions set forth therein; and

(d)    the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.

3.    Governing Law and Miscellaneous Provisions. The provisions of Article VII of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Agreement Joinder.

[Signature Pages Follow]

Exh. B-2

IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Agreement Joinder to be executed by their respective officers or representatives as of the date first written above.

[INSERT NAME OF THE NEW REPRESENTATIVE], as [indicate capacity]
By:
	Name:
	Title:

Exh. B-3

The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Agreement Joinder and agrees to act as Collateral Trustee for the New Representative, the holders of the Obligations represented thereby and all other Secured Parties:

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee
By:
	Name:
	Title:

Exh. B-4

EXHIBIT C

to Collateral Trust Agreement

[FORM OF]

COLLATERAL TRUST AGREEMENT JOINDER – ADDITIONAL GRANTOR

            , 20        

Reference is made to the Collateral Trust Agreement, dated as of August 17, 2020 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”), among Triumph Group, Inc., a Delaware corporation (the “Company”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Indenture Trustee, Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”) and the other Secured Debt Representatives from time to time party thereto. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Collateral Trust Agreement Joinder is being executed and delivered pursuant to Section 7.18 of the Collateral Trust Agreement.

1.    Joinder. The undersigned,                     , a                      (the “New Grantor”), hereby agrees to become party as a “Grantor” under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.

2.    Governing Law and Miscellaneous Provisions. The provisions of Article VII of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Agreement Joinder.

[Signature Pages Follow]

Exh. C-1

IN WITNESS WHEREOF, the New Grantor has caused this Collateral Trust Agreement Joinder to be executed by its officers or other representatives as of the date first written above.

[                         ]
By:
	Name:
	Title:

Exh. C-2

The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Agreement Joinder and agrees to act as Collateral Trustee with respect to the Collateral pledged by the new Grantor:

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee
By:
	Name:
	Title:

Exh. C-3

EXHIBIT D

to Collateral Trust Agreement

[FORM OF]

COLLATERAL TRUST AGREEMENT JOINDER – HEDGE AGREEMENTS

                    , 20        

Reference is made to the Collateral Trust Agreement, dated as of August 17, 2020 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”), among Triumph Group, Inc., a Delaware corporation (the “Company”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Indenture Trustee, Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”) and the other Secured Debt Representatives from time to time party thereto. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Collateral Trust Agreement Joinder is being executed and delivered as a condition precedent to the debt for which the undersigned is acting as agent being entitled to the benefits of being Secured Obligations under the Collateral Trust Agreement.

3.    Joinder. The undersigned,                     , a                     , (the “New Secured Party”) as a Hedge Provider under that certain [ISDA Master Agreement, dated as of [ 🌑 ], between [ 🌑 ]] hereby agrees to become party as a “Hedge Provider” and a “Secured Party” under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.

4.    Lien Sharing and Priority Confirmation.

The undersigned New Secured Party hereby agrees, for the enforceable benefit of each current and future Secured Debt Representative, and each current and future Secured Party and as a condition to being treated as Secured Obligations under the Collateral Trust Agreement that:

(a)    all Secured Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Grantors to secure any Obligations in respect of any Series of Secured Debt, whether or not upon property otherwise constituting collateral for such Series of Secured Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Secured Parties equally and ratably;

(b)    the New Secured Party is bound by the provisions of the Collateral Trust Agreement, including the order of application of proceeds from the enforcement of Priority Liens; and

(c)    the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.

Exh. D-1

5.    Governing Law and Miscellaneous Provisions. The provisions of Article VII of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Agreement Joinder.

[Signature Pages Follow]

Exh. D-2

IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Agreement Joinder to be executed by their respective officers or representatives as of the date first written above.

[INSERT NAME OF THE NEW SECURED PARTY]
By:
	Name:
	Title:

Exh. D-3

The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Agreement Joinder and agrees to act as Collateral Trustee for the New Secured Party:

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee
By:
	Name:
	Title:

Exh. D-4

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact: Michele Long Senior Director – Communications Phone (610) 251-1000 mmlong@triumphgroup.com Thomas A. Quigley, III VP, Investor Relations and Controller Phone (610) 251-1000 tquigley@triumphgroup.com

TRIUMPH GROUP COMPLETES REFINANCING TRANSACTIONS

Issues $700 Million of 8.875% Senior Secured First Lien Notes due 2024

Repays and Terminates Revolving Credit Facility

Amends Receivables Securitization Facility

BERYWN, PA, August 17, 2020 /PRNewswire/ – Triumph Group, Inc. (NYSE: TGI) (“Triumph” or the “Company”) today announced the consummation of a series of strategic refinancing transactions, including the closing of its previously announced offering of $700.0 million of its 8.875% senior secured first lien notes due 2024 (the “Notes”), the repayment and termination of its revolving credit facility and amendments to its receivables securitization facility.

The Company raised $688.5 million in net proceeds from the offering, of which $335.6 million was used to repay and retire the loans and other amounts outstanding under its revolving credit facility and the remainder was used to cash collateralize the letters of credit issued under the revolving credit facility and existing cash management obligations, to pay accrued interest, fees and expenses, and to increase the Company’s available cash for general corporate purposes. In connection with the repayment of its revolving credit facility, the Company also terminated all commitments thereunder.

On August 17, 2020, the Company also entered into amendments to its receivables securitization facility to reduce the maximum facility size from $75.0 million to $50.0 million and to provide the Company with greater flexibility by removing covenants that require the Company to maintain certain financial ratios.

The Notes were offered in a private placement to qualified institutional buyers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been registered under the Securities Act, or state securities laws and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

About Triumph

The Company, headquartered in Berwyn, Pennsylvania, designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators.

Forward Looking Statements

Statements in this release which are not historical facts are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995, including statements about the Notes Offering and the intended use of proceeds. All forward-looking statements involve risks and uncertainties which could affect the Company’s actual results and could cause its actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Further information regarding the important factors that could cause actual results to differ from projected results can be found in the Company’s reports filed with the SEC, including its Annual Report on Form 10-K for the fiscal year ended March 31, 2020 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.

Widespread health developments, including the recent global coronavirus (COVID-19), and the responses thereto (such as voluntary and in some cases, mandatory quarantines as well as shut downs and other restrictions on travel and commercial, social

and other activities) could adversely and materially affect, among other things, the economic and financial markets and labor resources of the countries in which the Company operates, its manufacturing and supply chain operations, commercial operations and sales force, administrative personnel, third-party service providers, business partners and customers and the demand for its products, which could result in a material adverse effect on its business, financial conditions and results of operations.

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XML

Document and Entity Information	Aug. 17, 2020
Document And Entity Information [Line Items]
Entity Registrant Name	TRIUMPH GROUP INC
Amendment Flag	false
Entity Central Index Key	0001021162
Document Type	8-K
Document Period End Date	Aug. 17, 2020
Entity Incorporation State Country Code	DE
Entity File Number	1-12235
Entity Tax Identification Number	51-0347963
Entity Address, Address Line One	899 Cassatt Road
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Berwyn
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19312
City Area Code	(610)
Local Phone Number	251-1000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $.001 per share
Trading Symbol	TGI
Security Exchange Name	NYSE
Rights [Member]
Document And Entity Information [Line Items]
Security 12b Title	Purchase Rights
Security Exchange Name	NYSE