Second Amendment to Amended and Restated Receivables Purchase Agreement, effective as of November 5, 2021, among Triumph Group, Inc., Triumph Receivables, LLC, and PNC Bank, National Association

Exhibit 10.5

EXECUTION VERSION

SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

This SECOND AMENDMENT (this “Amendment”), dated as of November 5, 2021, 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 an LC Participant, as a Purchaser Agent, as administrator (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrator”) and as issuer of letters of credit (in such capacity, together with its successors and permitted assigns in such capacity, the “LC Bank”). 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 Amended and Restated Receivables Purchase Agreement, dated as of September 29, 2020 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”).

2. Concurrently herewith, the Seller, the Servicer, PNC, as depository bank, and the Administrator are entering into that certain Amendment No. 14 to Blocked Account Agreement, dated as of the date hereof (the “Blocked Account Amendment”).

3. Concurrently herewith, the Servicer, the Seller and the Originators are entering into that certain First Amendment to the Amended and Restated Purchase and Sale Agreement, dated as of the date hereof (the “PSA Amendment”).

4. Concurrently herewith, the Performance Guarantor and the Administrator are entering into that certain Second Amended and Restated Performance Guaranty, dated as of the date hereof (the “Performance Guaranty”).

5. Concurrently herewith, PNC, the Structuring Agent, the Seller and the Servicer are entering into that certain Twelfth Amended and Restated Purchaser Group Fee Letter, dated as of the date hereof (the “Fee Letter” and together with the Blocked Account Amendment, the PSA Amendment and the Performance Guaranty, collectively, the “Related Agreements”).

6. Triumph wishes to grant a security interest in the equity interests of the Seller and the Company Notes in favor of PNC to secure obligations under certain other facilities (the “Proposed Pledge”).

7. 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:

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:

Each of the Seller and the Servicer, as applicable, hereby represents and warrants to each Purchaser, each LC Participant, each Purchaser Agent, the LC Bank and the Administrator as follows:

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

TRIUMPH RECEIVABLES, LLC,

as Seller

By: /s/ Jennifer H. Allen____________________________
Name: Jennifer H. Allen
Title: Vice President, General Counsel and Secretary

TRIUMPH GROUP, INC.,
in its individual capacity and as Servicer

By: /s/ Jennifer H. Allen____________________________
Name: Jennifer H. Allen
Title: Senior Vice President, General Counsel and Secretary

S-1 A&R RPA Amendment #2
(Triumph)

744373664 08057100

PNC BANK, NATIONAL ASSOCIATION,
as Administrator, as LC Bank, as a Related Committed Purchaser, as an LC Participant and as a Purchaser Agent

By: /s/ Christopher Blaney
Name: Christopher Blaney
Title: Senior Vice President

S-2 A&R RPA Amendment #2
(Triumph)

744373664 08057100

EXHIBIT A

AMENDMENTS TO THE AGREEMENT

(attached)

EXHIBIT A A&R RPA Amendment #2
(Triumph)

744373664 08057100