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).
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:
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: