10-Q

United States
Securities and Exchange Commission

Washington, D.C.  20549

FORM 10-Q

ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarterly Period Ended December 31, 2004.

or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Transition Period From                            to                           

Commission File Number:  1-12235

TRIUMPH GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	51-0347963
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1550 Liberty Ridge Drive, Suite 100 Wayne, PA	19087
(Address of principal executive offices)	(Zip Code)

(610) 251-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ý  No  o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes  ý  No  o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, par value $0.001 per share, 15,893,414 shares as of December 31, 2004.

TRIUMPH GROUP, INC.

INDEX

Part I. Financial Information
Item 1.	Financial Statements (Unaudited)
Consolidated Balance Sheets December 31, 2004 and March 31, 2004
Consolidated Statements of Income Three months ended December 31, 2004 and 2003 Nine months ended December 31, 2004 and 2003
Consolidated Statements of Cash Flows Nine months ended December 31, 2004 and 2003
Consolidated Statements of Comprehensive Income Three months ended December 31, 2004 and 2003 Nine months ended December 31, 2004 and 2003
Notes to Consolidated Financial Statements December 31, 2004
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures
Part II. Other Information
Item 6.	Exhibits
Signatures

Part I.  Financial Information

Item: 1.  Financial Statements

Triumph Group, Inc.

 Consolidated Balance Sheets

(dollars in thousands)

	DECEMBER 31, 2004		MARCH 31, 2004
	(unaudited)
ASSETS
Current assets:
Cash	$	6,089	$	6,766
Accounts receivable, net	109,652		122,273
Inventories	215,782		203,593
Assets held for sale	6,868		33,579
Prepaid expenses and other	4,304		3,801
Income tax refund receivable	—		8,829
Total current assets	342,695		378,841
Property and equipment, net	235,774		246,501
Goodwill	273,711		267,621
Intangible assets, net	26,135		27,514
Other, net	16,102		15,371
Total assets	$	894,417	$	935,848

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Triumph Group, Inc.

Consolidated Balance Sheets

(dollars in thousands, except per share data)

	DECEMBER 31, 2004			MARCH 31, 2004
	(unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	55,446		$	55,259
Accrued expenses	53,035			49,771
Liabilities related to assets held for sale	—			8,809
Income taxes payable	5,260			1,533
Deferred income taxes	746			1,444
Current portion of long-term debt	2,977			4,884
Total current liabilities	117,464			121,700
Long-term debt, less current portion	166,931			220,963
Deferred income taxes and other	86,666			78,069
Stockholders’ equity:
Common stock, $.001 par value, 50,000,000 shares authorized, 16,027,324 shares issued	16			16
Capital in excess of par value	259,348			259,322
Treasury stock, at cost, 133,910 and 167,260 shares	(3,324		)	(4,152		)
Accumulated other comprehensive income	2,404			1,408
Retained earnings	264,912			258,522
Total stockholders’ equity	523,356			515,116
Total liabilities and stockholders’ equity	$	894,417		$	935,848

SEE ACCOMPANYING NOTES.

2

Triumph Group, Inc.

Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

	THREE MONTHS ENDED DECEMBER 31,					NINE MONTHS ENDED DECEMBER 31,
	2004			2003		2004			2003
Net sales	$	171,278		$	146,815	$	506,611		$	432,560
Operating costs and expenses:
Cost of products sold	127,095			112,997		379,775			320,022
Selling, general and administrative	27,839			19,845		79,085			58,678
Depreciation and amortization	7,530			7,103		22,610			20,214
	162,464			139,945		481,470			398,914
Operating income	8,814			6,870		25,141			33,646
Interest expense and other	3,189			3,168		9,656			8,943
Income from continuing operations before income taxes	5,625			3,702		15,485			24,703
Income tax expense	1,686			1,065		4,546			6,513
Income from continuing operations	3,939			2,637		10,939			18,190
(Loss) income from discontinued operations, net	(6,080		)	19		(4,549		)	(1,165		)
Net (loss) income	$	(2,141	)	$	2,656	$	6,390		$	17,025
Earnings per share – basic:
Income from continuing operations	$	0.25		$	0.17	$	0.69		$	1.15
(Loss) income from discontinued operations, net	(0.38		)	0.00		(0.29		)	(0.07		)
Net (loss) income	$	(0.13	)	$	0.17	$	0.40		$	1.08
Weighted average common shares outstanding – basic	15,881			15,839		15,870			15,837
Earnings per share – diluted:
Income from continuing operations	$	0.25		$	0.17	$	0.69		$	1.14
(Loss) income from discontinued operations, net	(0.38		)	0.00		(0.29		)	(0.07		)
Net (loss) income	$	(0.13	)	$	0.17	$	0.40		$	1.07
Weighted average common shares outstanding – diluted	15,994			15,930		15,957			15,906

SEE ACCOMPANYING NOTES.

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Triumph Group, Inc.

Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)

	NINE MONTHS ENDED DECEMBER 31,
	2004			2003
OPERATING ACTIVITIES
Net income	$	6,390		$	17,025
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	22,610			20,214
Loss on sale of assets	9,960			—
Non-cash impairment of fixed assets	1,340			—
Other amortization included in interest expense	568			348
Provision for doubtful accounts receivable	1,705			1,096
Benefit from deferred income taxes	(4		)	(2,007		)
Changes in other current assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	11,166			3,988
Inventories	(9,430		)	(6,193		)
Prepaid expenses and other	(517		)	(1,735		)
Accounts payable, accrued expenses, and accrued income taxes payable	15,498			(13,314		)
Changes in discontinued operations	(6,829		)	2,158
Other	1,009			(2,778		)
Net cash provided by operating activities	53,466			18,802
INVESTING ACTIVITIES
Capital expenditures	(13,699		)	(20,174		)
Proceeds from sale of assets	3,948			999
Proceeds from sale of discontinued operations	13,620			—
Cash used for businesses acquired	(1,840		)	(13,955		)
Net cash provided by (used in) investing activities	2,029			(33,130		)
FINANCING ACTIVITIES
Net (decrease) increase in revolving credit facility borrowings		(52,312	)		18,616
Repayment of debt and capital lease obligations	(3,627		)	(7,385		)
Payment of deferred financing cost	(1,300		)	—
Proceeds from exercise of stock options	854			207
Net cash (used in) provided by financing activities	(56,385		)	11,438
Effect of exchange rate changes on cash	213			373
Net change in cash	(677		)	(2,517		)
Cash at beginning of period	6,766			8,583
Cash at end of period	$	6,089		$	6,066
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash (refund from) paid for income taxes, net	$	(7,390	)	$	5,289
Cash paid for interest	$	11,563		$	12,068

SEE ACCOMPANYING NOTES.

4

Triumph Group, Inc.

Consolidated Statements of Comprehensive Income

(dollars in thousands)

(unaudited)

	THREE MONTHS ENDED DECEMBER 31,					NINE MONTHS ENDED DECEMBER 31,
	2004			2003		2004		2003
Net (loss) income	$	(2,141	)	$	2,656	$	6,390	$	17,025
Other comprehensive income Foreign currency translation adjustment	897			607		996		1,044
Total comprehensive (loss) income	$	(1,244	)	$	3,263	$	7,386	$	18,069

SEE ACCOMPANYING NOTES.

5

Triumph Group, Inc.

Notes to  Consolidated Financial Statements

(dollars in thousands, except per share data)

(Unaudited)

1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended December 31, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2005.  For further information, refer to the consolidated financial statements and footnotes thereto included in Triumph Group, Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended March 31, 2004.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

The Company, through its operating subsidiaries, designs, engineers and manufactures products for original equipment manufacturers of aircraft and aircraft components and repairs and overhauls aircraft components and accessories for commercial airline, air cargo carrier, and military customers on a worldwide basis.

USE OF ESTIMATES

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

STOCK-BASED EMPLOYEE COMPENSATION

The Company has a number of stock-related compensation plans, including stock option and restricted stock plans, which are described in Note 2, Note 7 and Note 9 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004.

The Company uses the interim financial statement disclosure requirements of Statement of Financial Accounting Standards (“SFAS”) No. 148 “Accounting for Stock-Based Compensation – Transition and Disclosure,” which amends SFAS No. 123 “Accounting for Stock-Based Compensation.”  The Company continues to use the accounting method under Accounting Principles Board Opinion No. 25 (“APB 25”) and related interpretations in accounting for its employee stock options.  Under APB 25, generally, when the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation cost is recognized.

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The fair values of the Company’s stock options granted in the first nine months of fiscal 2005 were estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions: weighted-average risk-free interest rate of 3.8%; no dividends; a weighted-average volatility factor of the expected market price of the Company’s Common stock of .41; and an expected life of the options of 6 years.

The fair value of the Company’s stock options granted in the first nine months of fiscal 2004 was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions:  risk-free interest rate of 3.7%; no dividends; a volatility factor of the expected market price of the Company’s common stock of .385; and an expected life of the options of 6 years.

For purposes of pro forma disclosure, the weighted-average fair value of the options ($15.04 and $14.22 for the options granted in the first nine months of fiscal 2005 and 2004, respectively) is amortized to expense over the options’ assumed vesting period.  Pro forma disclosure, as required by SFAS No. 148, regarding net income and earnings per share has been determined as if the Company had accounted for its employee stock options under the fair value method.

Pro Forma Net Income and Earnings Per Share

	THREE MONTHS ENDED DECEMBER 31,						NINE MONTHS ENDED DECEMBER 31,
	2004			2003			2004			2003
Net (loss) income, as reported	$	(2,141	)	$	2,656		$	6,390		$	17,025
Stock-based employee compensation cost, net of related tax benefits, included in reported net income	—			54			—			166
Stock-based employee compensation cost, net of related tax benefits, determined under the fair value method	(502		)	(566		)	(1,492		)	(1,497		)
Pro forma net (loss) income	$	(2,643	)	$	2,144		$	4,898		$	15,694
Earnings per share – basic:
Net (loss) income, as reported	$	(0.13	)	$	0.17		$	0.40		$	1.08
Pro forma net (loss) income	$	(0.17	)	$	0.14		$	0.31		$	0.99
Earnings per share – diluted:
Net (loss) income, as reported	$	(0.13	)	$	0.17		$	0.40		$	1.07
Pro forma net (loss) income	$	(0.17	)	$	0.14		$	0.31		$	0.99

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INTANGIBLE ASSETS

Intangible assets cost and accumulated amortization at December 31, 2004 were $51,233 and $25,098, respectively.  Intangible assets cost and accumulated amortization at March 31, 2004 were $49,609 and $22,095, respectively.  Intangible assets consists of two major classes: (i) product rights and licenses, which at December 31, 2004 had a weighted-average life of 11.2 years, and (ii) non-compete agreements, customer relationships and other, which at December 31, 2004 had a weighted-average life of 13.6 years.  Gross cost and accumulated amortization of product rights and licenses at December 31, 2004 were $37,108 and $16,753, respectively, and at March 31, 2004 were $37,108 and $14,143, respectively.  Gross cost and accumulated amortization of noncompete agreements, customer relationships and other at December 31, 2004 were $14,125 and $8,345, respectively, and at March 31, 2004 were $12,501 and $7,952, respectively.  Amortization expense for the three month and nine month periods ended December 31, 2004 was $1,330 and $3,469, respectively.  Amortization expense for the fiscal year ended March 31, 2005 and the succeeding five fiscal years by year is expected to be as follows: 2005: $4,593; 2006: $4,357; 2007: $4,161; 2008: $4,112; 2009: $3,974; 2010: $3,739.

NEW ACCOUNTING PRONOUNCEMENTS

In November 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs, an amendment of Accounting Research Bulletin (“ARB”) No. 43, Chapter 4,” which adopts wording from the International Accounting Standards Board’s (“IASB”) International Accounting Standard No. 2 “Inventories” in an effort to improve the comparability of cross-border financial reporting. The FASB and IASB both believe the standards have the same intent; however, an amendment to the wording was adopted to avoid inconsistent application.  The new standard indicates that abnormal freight, handling costs, and wasted materials (spoilage) are required to be treated as current period charges rather than as a portion of inventory cost.  Additionally, the standard clarifies that fixed production overhead should be allocated based on the normal capacity of a production facility.  The provisions of this statement will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company is currently evaluating the impact that this statement will have on its consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment, an Amendment of SFAS No. 123 and 95.”  This statement requires that the cost of all forms of equity-based compensation granted to employees, excluding employee stock ownership plans, be recognized in a company’s income statement and that such cost be measured at the fair value of the stock options. This statement replaces the guidance in SFAS No. 123, “Accounting for Stock-Based Compensation,” and APB No. 25, “Accounting for Stock Issued to Employees” and is effective for financial statements relating to interim and annual periods beginning after June 15, 2005.  The Company will adopt SFAS No. 123 (R) beginning on July 1, 2005 for the quarter ending September 30, 2005.  The Company believes the expensing of options may be material to the consolidated financial statements.

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3.  ACQUISITIONS

The purchase price of the acquisition of Rolls-Royce Gear Systems, Inc., renamed Triumph Gear Systems, Inc., which was acquired in the fourth quarter of fiscal 2004, was increased by $1,653 in the second quarter of fiscal 2005 related to the final negotiation of the values on the closing balance sheet.  Also, during fiscal 2005, the Company recorded other net purchase price adjustments totaling $1,738 primarily due to the valuation of inventory on the opening balance sheet.  In December 2004, the Company further adjusted its estimate of the purchase price by recording an additional $13,104 related to losses associated with long-term supply agreements that were assumed in the transaction.  In addition, the Company has identified intangible assets valued at approximately $2,210 comprised of customer relationships totaling $1,930 with an estimated life of 15 years and backlog totaling $280, with an estimated life of 2 years.  These adjustments have resulted in a net increase in goodwill of $5,867, net of deferred tax of $4,942.  The purchase price may be further adjusted pending the outcome of the remaining open items associated with the long-term supply agreements that were assumed in the transaction.  The Company has recorded its best estimate of the liability under the long-term supply agreements.

The following unaudited pro forma information for the nine months ended December 31, 2003 has been prepared assuming the acquisition of Triumph Gear Systems, Inc. and the assets of Parker Hannifin’s United Aircraft Products Division, acquired in May, 2003, and being operated by the Company’s subsidiary, Triumph Thermal Systems, Inc., had occurred on April 1, 2003.  The pro forma information is as follows: Net sales: $472,418; Net income: $19,923; Net income per share – basic: $1.26; and Net income per share – diluted: $1.25.  The unaudited pro forma information includes adjustments for interest expense that would have been incurred to finance the purchase and additional depreciation based on the estimated fair market value of the property and equipment acquired.  The unaudited pro forma financial information is not necessarily indicative of the results of operations as it would have been had the transaction been effected on the assumed date.

4. DIVESTITURES AND RESTRUCTURING

The Company has substantially completed its previously announced plan to exit the industrial gas turbine (“IGT”) business, which had previously been part of the Components Group.  The majority of the operations at the Phoenix Manufacturing Division of the Company’s subsidiary, Triumph Engineered Solutions, Inc., ceased as of December 31, 2004.  In connection with the shutdown, the Company sold for cash certain of the assets at net book value.  The remaining assets and backlog associated with the commercial aerospace business, which are included in the Other segment, will be transferred to other of the Company’s facilities.  In addition, assets of the IGT Repair Division were sold at net book value.  Also, a definitive agreement to sell the assets of the Wisconsin Manufacturing Division of Triumph Engineered Solutions was signed and is expected to close during the fourth quarter of fiscal 2005.

The Company had anticipated that up to $4,000 of costs would be incurred in fiscal 2005 as the realignment is completed.  To date, the Company has incurred approximately $3,429 of charges, of which approximately $419 were cash expenses related to the realignment.

Included in Assets held for sale are the IGT related inventory and machinery and equipment at the Wisconsin Manufacturing Division of Triumph Engineered Solutions as follows:

	DECEMBER 31, 2004		MARCH 31, 2004
Inventory	$	2,210	$	3,158
Machinery and equipment	1,922		2,125
	$	4,132	$	5,283

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5.  INVENTORIES

The components of inventories are as follows:

	DECEMBER 31, 2004		MARCH 31, 2004
Raw materials	$	79,324	$	67,010
Work-in-process	76,386		64,639
Finished goods	60,072		71,944
Total inventories	$	215,782	$	203,593

6.  LONG-TERM DEBT

Long-term debt consists of the following:

	DECEMBER 31, 2004		MARCH 31, 2004
Senior notes	$	150,000	$	150,000
Revolving credit facility	14,309		66,621
Subordinated promissory notes	1,250		3,750
Other debt	4,349		5,476
	169,908		225,847
Less current portion	2,977		4,884
	$	166,931	$	220,963

In November 2004, the Company amended its revolving credit facility and Senior Notes purchase agreement to amend certain terms and covenants.

7.  EARNINGS PER SHARE

The following is a reconciliation between the weighted average outstanding shares used in the calculation of basic and diluted earnings per share:

	THREE MONTHS ENDED DECEMBER 31,		NINE MONTHS ENDED DECEMBER 31,
(in thousands)	2004	2003	2004	2003
Weighted average common shares outstanding – basic	15,881	15,839	15,870	15,837
Net effect of dilutive stock options	113	91	87	69
Weighted average common shares outstanding – diluted	15,994	15,930	15,957	15,906

Options to purchase 439,350 shares of common stock, at prices ranging from $38.35 per share to $44.91 per share, were outstanding during the third quarter of fiscal 2005.  These options were not included in the computation of diluted earnings per share because the exercise price was greater than the average market price of the common stock during the three months ended December 31, 2004 and, therefore, the effect would be antidilutive.

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8.  GOODWILL

The following is a summary of the changes in the carrying value of goodwill from March 31, 2004 through December 31, 2004:

Balance, March 31, 2004	$	267,621
Purchase price allocation adjustments	5,581
Effect of exchange rate changes	509
Balance, December 31, 2004	$	273,711

9.  SEGMENTS

The Company has reorganized its operations and organizational structure to realign the way it manages its business.  The new structure separates its business of manufacturing proprietary and build to print products for the global aerospace OEM market and classifies these operations as the Aerospace Systems segment.  At the same time, the Company reorganized the Aftermarket Services segment to focus on the maintenance, repair and overhaul services on a global basis to both commercial and military markets on components and accessories manufactured by third parties.  Under this new organizational structure, the Company has three reportable segments: Aerospace Systems, Aftermarket Services and Other. The Company’s Aerospace Systems segment consists of 25 operating locations, the Aftermarket Services segment consists of 15 operating locations and the Other segment consists of 2 operating locations at December 31, 2004.

The Aerospace Systems segment consists of the Company’s operations which manufacture products that primarily service the aerospace OEM market. The segment’s operations design and engineer hydraulic, mechanical and electromechanical controls, such as high-lift actuation systems, main engine gearbox assemblies and mechanical cables.  The segment’s revenues are also derived from stretch forming, die forming, milling, bonding, machining, welding and assembly and fabrication on aircraft wings, fuselages and various structural components. Further, the segment’s operations also manufacture metallic and composite bonded honeycomb assemblies for floor panels, fuselage, wings and flight control surface parts.  These products are sold to various aerospace OEMs on a global basis.

The Aftermarket Services segment provides maintenance, repair and overhaul services to both commercial and military markets on components and accessories manufactured by third parties.  Maintenance, repair and overhaul revenues are derived from services on auxiliary power units, constant-speed drives, cabin compressors, starters and generators, and pneumatic drive units. In addition, the segment repairs and overhauls thrust reversers, nacelle components and other aerostructures.  The segment’s operations also perform repair and overhaul services, and supply spare parts, for various types of cockpit instruments and gauges for a broad range of commercial airlines on a worldwide basis.

The Other segment’s operations, primarily comprised of the industrial gas turbine businesses, manufacture or repair and overhaul industrial gas turbine components, primarily for OEMs and power generation equipment operators and apply high temperature coatings for both internal and external customers.

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Segment operating income is total segment revenue reduced by operating expenses identifiable with that segment. Corporate includes general corporate administrative costs and any other costs not identifiable with one of the Company’s segments.

The Company evaluates performance and allocates resources based on operating income of each reportable segment, rather than at the operating location level.  The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies (see Note 2).

Selected financial information for each reportable segment is as follows:

	THREE MONTHS ENDED DECEMBER 31,						NINE MONTHS ENDED DECEMBER 31,
	2004			2003			2004			2003
Net sales:
Aerospace systems	$	121,185		$	100,022		$	362,691		$	293,620
Aftermarket services	44,892			37,327			127,054			104,674
Other	6,394			10,366			21,591			37,332
Elimination of inter-segment sales	(1,193		)	(900		)	(4,725		)	(3,066		)
	$	171,278		$	146,815		$	506,611		$	432,560
Income before income taxes:
Operating income (expense):
Aerospace systems	$	13,533		$	11,933		$	39,442		$	35,138
Aftermarket services	2,572			4,438			6,133			11,282
Other	(3,856		)	(7,467		)	(10,789		)	(5,384		)
Corporate	(3,435		)	(2,034		)	(9,645		)	(7,390		)
	8,814			6,870			25,141			33,646
Interest expense and other	3,189			3,168			9,656			8,943
	$	5,625		$	3,702		$	15,485		$	24,703
Depreciation and amortization:
Aerospace systems	$	4,892		$	3,895		$	14,229		$	11,302
Aftermarket services	2,131			1,903			6,294			5,665
Other	474			1,265			1,979			3,143
Corporate	33			40			108			104
	$	7,530		$	7,103		$	22,610		$	20,214

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	THREE MONTHS ENDED DECEMBER 31,				NINE MONTHS ENDED DECEMBER 31,
	2004		2003		2004		2003
Capital expenditures:
Aerospace systems	$	2,083	$	2,970	$	9,957	$	13,347
Aftermarket services	1,654		1,511		3,550		3,798
Other	112		1,225		136		2,725
Corporate	22		251		56		304
	$	3,871	$	5,957	$	13,699	$	20,174

	December 31, 2004		March 31, 2004
Total Assets:
Aerospace systems	$	636,162	$	634,155
Aftermarket services	208,473		195,030
Other	28,867		53,527
Corporate	18,179		24,840
Discontinued Operations	2,736		28,296
	$	894,417	$	935,848

During the three months ended December 31, 2004 and 2003, the Company had foreign sales of $43,160 and $32,639, respectively.  During the nine-month periods ended December 31, 2004 and 2003, the Company had foreign sales of $115,737 and $91,385, respectively.

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10.  DISCONTINUED OPERATIONS

Revenues from discontinued operations were $14,813 and $12,054 for the three months ended December 31, 2004 and 2003, respectively.  Revenues from discontinued operations were $42,558 and $33,345 for the nine months ended December 31, 2004 and 2003, respectively.  The (loss) income from discontinued operations for the three months ended December 31, 2004 and 2003 was $(6,080), net of income tax benefit of $(3,160), and $19, net of income taxes of $10, respectively.  The loss from discontinued operations for the nine months ended December 31, 2004 and 2003 was $(4,549), net of income tax benefit of $(2,447), and $(1,165), net of income tax benefit of $(641), respectively.  Interest expense of $116 and $125 was allocated to the discontinued operations for the three months ended December 31, 2004 and 2003, respectively.  Interest expense of $390 and $405 was allocated to the discontinued operations for the nine months ended December 31, 2004 and 2003, respectively.  Such amounts are included in the (loss) income from discontinued operations of those years.

The components of assets held for sale and liabilities related to the assets held for sale of the discontinued operations included in the consolidated balance sheet are as follows:

	DECEMBER 31, 2004		MARCH 31, 2004
Cash	$	—	$	203
Accounts receivable, net	2,736		4,637
Inventories	—		6,037
Prepaid expenses and other	—		29
Property and equipment, net	—		17,390
Assets held for sale	$	2,736	$	28,296
Accounts payable	$	—	$	4,780
Accrued expenses	—		667
Deferred income tax	—		3,362
Liabilities related to assets held for sale	$	—	$	8,809

In December 2004, the Company sold substantially all of the assets and certain liabilities of Tri-Western Metals for cash proceeds of $13,620 and expects to receive an additional $2,736 during the fourth quarter of 2005 associated with the final closing balance sheet.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

(The following discussion should be read in conjunction with the Consolidated Financial Statements contained elsewhere herein.)

Three months ended December 31, 2004 compared to three months ended December 31, 2003

Net sales.     Net sales increased by $24.5 million, or 16.7%, to $171.3 million for the third quarter of fiscal 2005 from $146.8 million for the prior year period.  This increase in net sales is largely due to the January 2004 acquisition of Rolls-Royce Gear Systems, Inc., which was renamed Triumph Gear Systems, Inc., from Rolls-Royce North America Venture I, Inc. (the “Acquisition”).  In addition to the positive impact from the Acquisition, net sales increased by $11.7 million, or 8.0% over the prior year period.

The Aerospace Systems segment net sales increased by $21.2 million, or 21.2%, to $121.2 million for the third quarter of fiscal 2005 from $100.0 million for the third quarter of fiscal 2004.  In addition to the positive impact from the Acquisition, net sales increased $8.4 million, or 8.4%, due to increased production of both commercial and military aircraft.

The Aftermarket Services segment net sales increased by $7.6 million, or 20.3%, to $44.9 million for the third quarter of fiscal 2005 from $37.3 million for the third quarter of fiscal 2004.  This increase was primarily due to growth in global commercial air traffic and U.S. military maintenance demand and the inclusion of the casting business in the current year period.  The Company made a decision to exit the Industrial Gas Turbine (“IGT”) market.  The casting business has transitioned its target market away from IGT products and shifted its focus to the production of aerospace products in the current year.  Accordingly, the current year period results of the casting business are included in the Aftermarket Services segment.  The prior year period results of the casting business are included in the Other segment.  These actions are collectively referred to in this discussion as the “Casting Business Realignment”.

The Other segment net sales decreased by $4.0 million, or 38.3%, to $6.4 million for the third quarter of fiscal 2005 from $10.4 million for the third quarter of fiscal 2004.  This decline was primarily due to an overall decrease in demand from OEMs and power generation equipment operators in the IGT market and the effect of the Casting Business Realignment.

Gross profit.     Gross profit increased by $10.4 million, or 30.6%, to $44.2 million for the third quarter of fiscal 2005 from $33.8 million for the third quarter of fiscal 2004. This increase was primarily due to the Acquisition and an improvement in margins in the Aerospace Systems segment as well as inventory write-downs that occurred in the prior year period  partially offset by restructuring costs and increased healthcare costs in the current year period. As a percentage of net sales, gross profit was 25.8% and 23.0% for the third quarter of fiscal 2005 and 2004, respectively.

The Aerospace Systems segment gross profit increased by $6.6 million, or 24.4%, to $33.6 million for the third quarter of fiscal 2005 from $27.0 million for the third quarter of fiscal 2004.  In addition to the positive impact from the Acquisition, gross profit increased due to the improvement in sales.

The Aftermarket Services segment gross profit increased by $0.3 million, or 3.0%, to $11.7 million for the third quarter of fiscal 2005 from $11.3 million for the third quarter of fiscal 2004.  This increase was primarily due to the improvement in sales resulting from a growth in global commercial air traffic and U.S. military maintenance demand partially offset by inventory write-downs.

The Other segment gross profit increased by $3.4 million to a loss of $1.1 million for the third quarter of fiscal 2005 from a loss of $4.5 million for the third quarter of fiscal 2004.  This increase primarily reflects inventory write-downs taken in the prior year period as well as negative margins sustained in the casting business in the prior year period.

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Selling, general and administrative expenses. Selling, general and administrative expenses increased by $8.0 million, or 40.3%, to $27.8 million for the third quarter of fiscal 2005 from $19.8 million for the prior year period, primarily due to the Acquisition, restructuring costs and increased legal, regulatory, and staffing costs.

The Aerospace Systems segment selling, general and administrative expenses increased by $4.0 million, or 35.8%, to $15.2 million for the third quarter of fiscal 2005 from $11.2 million for the third quarter of fiscal 2004.  This increase was primarily due to the Acquisition, investment in research and development costs, staffing costs and higher legal costs.

The Aftermarket Services segment selling, general and administrative expenses increased by $2.0 million, or 39.7%, to $7.0 million for the third quarter of fiscal 2005 from $5.0 million for the third quarter of fiscal 2004.  This increase was primarily due to additional staffing costs resulting from growth in business activity and the effect of the Casting Business Realignment.

The Other segment selling, general and administrative expenses increased by $0.6 million, or 35.7%, to $2.3 million for the third quarter of fiscal 2005 from $1.7 million for the third quarter of fiscal 2004.  This increase was primarily due to the restructuring efforts involved in the exit of the IGT business, including $1.4 million of restructuring charges which was partially offset by the effect of the Casting Business Realignment.

Corporate expenses included in selling, general and administrative expenses increased by $1.4 million, or 68.9%, to $3.4 million for the third quarter of fiscal 2005 from $2.0 million for the third quarter of fiscal 2004 primarily due to increased audit, staffing and regulatory costs.

Depreciation and amortization.  Depreciation and amortization increased by $0.4 million, or 6.0%, to $7.5 million for the third quarter of fiscal 2005 from $7.1 million for the third quarter of fiscal 2004. This increase was primarily due to the depreciation associated with the assets acquired in connection with the Acquisition and capital expenditures made over the last twelve months.

The Aerospace Systems segment depreciation and amortization increased by $1.0 million, or 25.6%, to $4.9 million for the third quarter of fiscal 2005 from $3.9 million for the third quarter of fiscal 2004.  This increase was primarily due to the Acquisition and capital expenditures made over the last twelve months.

The Aftermarket Services segment depreciation and amortization increased by $0.2 million, or 12.0%, to $2.1 million for the third quarter of fiscal 2005 from $1.9 million for the third quarter of fiscal 2004 due to the effect of the Casting Business Realignment.

The Other segment depreciation and amortization decreased by $0.8 million, or 62.5%, to $0.5 million for the third quarter of fiscal 2005 from $1.3 million for the third quarter of fiscal 2004, due to the disposition of assets related to the exit from the IGT business and the effect of the Casting Business Realignment.

Operating income.   Operating income increased by $1.9 million, or 28.3%, to $8.8 million for the third quarter of fiscal 2005 from $6.9 million for the prior year period.  The increase in operating income from the third quarter of the prior year resulted from the operating profits from the Acquisition, increased gross profits from the Aerospace Systems segment and the effect of the inventory write-down recorded in the Other segment in the prior year period, partially offset by restructuring costs and increases in healthcare, regulatory, legal and staffing costs in the current year period.

The Aerospace Systems segment operating income increased by $1.6 million, or 13.4%, to $13.5 million for the third quarter of fiscal 2005 from $11.9 million for the third quarter of fiscal 2004.  Operating income increased due to the positive impact from the Acquisition, partially offset by the increase in staffing, legal, research and development and depreciation and amortization expenses.

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The Aftermarket Services segment operating income decreased by $1.9 million, or 42.0%, to $2.6 million for the third quarter of fiscal 2005 from $4.4 million for the third quarter of fiscal 2004.  This decrease was due to inventory write-downs and increases in staffing, healthcare and other costs associated with the growth in business activity.  In addition, the effect of the Casting Business Realignment contributed negative operating results in the current year period.

The Other segment incurred an operating loss of $3.9 million for the third quarter of fiscal 2005 compared to an operating loss of $7.5 million for the third quarter of fiscal 2004.  This improvement primarily reflected inventory write-downs taken in the prior year period as well as the effect of the Casting Business Realignment which included the negative operating margin sustained in the casting business in the prior year period.

Interest expense and other. Interest expense and other remained unchanged at $3.2 million from the prior year period.  Interest rate increases offset lower average borrowings during the quarter resulting from the positive cash flow generated by the businesses.

Income tax expense. The effective tax rate was 30.0% for the third quarter of fiscal 2005 and 28.8% for the third quarter of fiscal 2004.

Discontinued Operations. Loss from discontinued operations before income taxes was $9.2 million for the third quarter of fiscal 2005 compared with negligible income from discontinued operations before income taxes for the third quarter of fiscal 2004.  This decrease of $9.3 million is primarily attributable to a loss on the sale of the assets of $10.0 million partially offset by operating profits from higher selling prices caused by increased global demand for steel.  The benefit for income taxes was $3.2 million in the third quarter of fiscal 2005 compared to a slightly positive provision in the third quarter of fiscal 2004.

Nine months ended December 31, 2004 compared to nine months ended December 31, 2003

Net sales.     Net sales increased by $74.1 million, or 17.1%, to $506.6 million for the first nine months of fiscal 2005 from $432.6 million for the prior year period.  This increase in net sales is largely due to two acquisitions completed in fiscal 2004; the May 2003 acquisition of substantially all of the assets of Parker Hannifin’s United Aircraft Products Division, which is being operated by our subsidiary, Triumph Thermal Systems, Inc., and the Acquisition (collectively, the “2004 Acquisitions”).  In addition to the positive impact from the 2004 Acquisitions, net sales increased by $31.0 million, or 7.2%, over the prior year period.

The Aerospace Systems segment net sales increased by $69.1 million, or 23.5%, to $362.7 million for the first nine months of fiscal 2005 from $293.6 million for the first nine months of fiscal 2004.  In addition to the positive impact from the 2004 Acquisitions, net sales increased $26.0 million, or 8.8%, due to increased production of both commercial and military aircraft.

The Aftermarket Services segment net sales increased by $22.4 million, or 21.4%, to $127.1 million for the first nine months of fiscal 2005 from $104.7 million for the first nine months of fiscal 2004.  This increase was primarily due to growth in global commercial air traffic and U.S. military maintenance demand and the inclusion of the casting facility net sales as a result of the Casting Business Realignment.

The Other segment net sales decreased by $15.7 million, or 42.2%, to $21.6 million for the first nine months of fiscal 2005 from $37.3 million for the first nine months of fiscal 2004.  This decline was primarily due to an overall decrease in demand from OEMs and power generation equipment operators in the IGT market and inclusion of the net sales of the casting business in the prior year period as a result of the effect of the Casting Business Realignment.

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Gross profit.     Gross profit increased by $14.3 million, or 12.7%, to $126.8 million for the first nine months of fiscal 2005 from $112.5 million for the first nine months of fiscal 2004. This increase was primarily due to the 2004 Acquisitions, partially offset by the inventory write-down charges incurred by the Other segment in the prior year period and restructuring costs and higher healthcare costs in the current year. As a percentage of net sales, gross profit was 25.0% and 26.0% for the first nine months of fiscal 2005 and 2004, respectively.

The Aerospace Systems segment gross profit increased by $18.5 million, or 23.5%, to $97.1 million for the first nine months of fiscal 2005 from $78.6 million for the first nine months of fiscal 2004.  In addition to the positive impact from the 2004 Acquisitions, gross profit increased by $3.9 million due to the improvement in sales, partially offset by increased healthcare costs.

The Aftermarket Services segment gross profit increased by $0.4 million, or 1.1%, to $32.0 million for the first nine months of fiscal 2005 from $31.7 million for the prior year period.  The margins associated  with an increase in sales resulting from growth in global commercial air traffic and the U.S. military maintenance demand was offset by costs associated with inventory write-downs and the negative margin associated with the casting business in the current year period as a result of the Casting Business Realignment.

The Other segment gross profit decreased by $4.6 million to a loss of $2.3 million for the first nine months of fiscal 2005 from profit of $2.2 million for the first nine months of fiscal 2004.  This decline was primarily due to an overall decrease in sales to both OEMs and power generation equipment operators in the IGT market and restructuring charges partially offset by the effect of inventory write-downs recorded in the prior year and the inclusion of negative margins in the prior year period as a result of effect of the Casting Business Realignment.

Selling, general and administrative expenses.     Selling, general and administrative expenses increased by $20.4 million, or 34.8%, to $79.1 million for the first nine months of fiscal 2005 from $58.7 million for the prior year period, primarily due to the 2004 Acquisitions, restructuring and impairment charges of $2.5 million recorded in the nine months ended December 31, 2004, and increased legal, regulatory and research and development costs.

The Aerospace Systems segment selling, general and administrative expenses increased by $11.3 million, or 35.0%, to $43.5 million for the first nine months of fiscal 2005 from $32.2 million for the first nine months of fiscal 2004.  This increase was primarily due to the 2004 Acquisitions, investment in research and development and higher legal costs.

The Aftermarket Services segment selling, general and administrative expenses increased by $4.9 million, or 33.1%, to $19.6 million for the first nine months of fiscal 2005 from $14.7 million for the first nine months of fiscal 2004.  This increase was primarily due to additional staffing, increased costs resulting from growth in business activity, the effect of the Casting Business Realignment and a $0.2 million fixed asset impairment charge.

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The Other segment selling, general and administrative expenses increased by $2.0 million, or 45.2%, to $6.5 million for the first nine months of fiscal 2005 from $4.5 million for the first nine months of fiscal 2004.  This increase was primarily due to restructuring and impairment charges related to our previously announced exit from the IGT business of $2.5 million in the current year period partially offset by the effect of the Casting Business Realignment.

Corporate expenses included in selling, general and administrative expenses increased by $2.3 million, or 30.5%, to $9.6 million for the first nine months of fiscal 2005 from $7.4 million for the first nine months of fiscal 2004, primarily due to increased audit, staffing and regulatory costs.

Depreciation and amortization.  Depreciation and amortization increased by $2.4 million, or 11.9%, to $22.6 million for the first nine months of fiscal 2005 from $20.2 million for the first nine months of fiscal 2004.  This increase was primarily due to the depreciation associated with the assets acquired in connection with the 2004 Acquisitions and capital expenditures made over the last twelve months.

The Aerospace Systems segment depreciation and amortization increased by $2.9 million, or 25.9%, to $14.2 million for the first nine months of fiscal 2005 from $11.3 million for the first nine months of fiscal 2004.  This increase was primarily due to the 2004 Acquisitions and our capital expenditures made over the last twelve months.

The Aftermarket Services segment depreciation and amortization increased by $0.6 million, or 11.1%, to $6.3 million for the first nine months of fiscal 2005 from $5.7 million for the first nine months of fiscal 2004 primarily as a result from including the casting business in the current year period, due to the Casting Business Realignment.

The Other segment depreciation and amortization decreased by $1.2 million, or 37.0%, to $2.0 million for the first nine months of fiscal 2005 from $3.1 million for the first nine months of fiscal 2004 primarily due to the effect of the inclusion of the casting business in the prior year period as a result of the Casting Business Realignment, as well as the disposition of assets.

Operating income.   Operating income decreased by $8.5 million, or 25.3%, to $25.1 million for the first nine months of fiscal 2005 from $33.6 million for the prior year period.  The decrease in operating income from the prior year was the result of losses incurred in our Other segment, restructuring costs, increases in healthcare, legal, research and development, regulatory, staffing, depreciation and amortization expenses, partially offset by the operating profits from the 2004 Acquisitions and the effect of inventory write-downs in the prior year.

The Aerospace Systems segment operating income increased by $4.3 million, or 12.2%, to $39.4 million for the first nine months of fiscal 2005 from $35.1 million for the first nine months of fiscal 2004.  Operating income increased due to the 2004 Acquisitions, partially offset by the increase in healthcare, legal, research and development and depreciation and amortization expenses.

The Aftermarket Services segment operating income decreased by $5.1 million, or 45.6%, to $6.1 million for the first nine months of fiscal 2005 from $11.3 million for the first nine months of fiscal 2004.  This decrease was due to the negative operating results of the casting business in the current year period as a result of the Casting Business Realignment, an increase in staffing, healthcare and other costs associated with the increase in business activity, inventory write-downs as well as a fixed asset impairment.

The Other segment incurred an operating loss of $10.8 million for the first nine months of fiscal 2005 compared to an operating loss of $5.4 million for the first nine months of fiscal 2004.  This decline was primarily due to an overall decrease in sales to both OEMs and power generation equipment operators in the IGT market and the $3.4 million of restructuring and impairment charges discussed above partially offset by

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the effect of inventory write-downs in the prior year and the effect of the Casting Business Realignment which included the negative operating results of the casting business in the prior year period.

Interest expense and other. Interest expense and other increased by $0.7 million, or 8.0%, to $9.7 million for the first nine months of fiscal 2005 from $8.9 million for the first nine months of fiscal 2004. This increase was primarily due to higher interest rates and slightly higher average borrowings resulting from the 2004 Acquisitions and our capital expenditures, mostly offset by the positive cash flow generated by the businesses.

Income tax expense. The effective tax rate was 29.4% for the first nine months of fiscal 2005 and 26.4% for the first nine months of fiscal 2004.  The first nine months of fiscal 2005 includes a $0.3 million reduction of income tax expense resulting from adjusting the income tax accrual to the filed tax return.  The first nine months of fiscal 2004 includes a $2.0 million reduction of income tax expense resulting from the completion of income tax audits through fiscal year 2000 and a $0.3 million reduction resulting from adjusting the income tax accrual to the filed tax return.

Discontinued Operations. Loss from discontinued operations before income taxes was $7.0 million for the first nine months of fiscal 2005 compared with a loss from discontinued operations before income taxes of $1.8 million for the first nine months of fiscal 2004, resulting in a change of $5.2 million, due to a loss on the sale of the assets of $10.0 million partially offset by operating profits primarily resulting from higher selling prices due to the increased global demand for steel.  The benefit for income taxes was $2.4 million in the first nine months of fiscal 2005 compared to a benefit of $0.6 million in the prior year period.

Realignment

Effective April 1, 2004, we realigned our operating structure from three business groups into two business groups, Triumph Aerospace Systems Group and Triumph Aftermarket Services Group.  The companies that formerly were included in the Triumph Components Group have been consolidated into these two groups.  The new organization is intended to enhance our ability to deliver better-coordinated solutions for our customers’ needs.

In connection with our realignment and after further reviewing our strategic alternatives, we decided to exit the IGT business, which had previously been part of the Components Group.  The Company has substantially completed its plan to exit the  IGT business.  Substantially all operations at the Phoenix Manufacturing Division of the Company’s subsidiary, Triumph Engineered Solutions, Inc., ceased as of December 31, 2004.  In connection with the shutdown, the Company sold for cash certain of the assets at net book value.  The remaining assets and backlog associated with the commercial aerospace business, which are included in the Other segment, will be transferred to other of the Company’s aerospace facilities.  In addition, assets of the IGT Repair Division were sold at net book value.  Also, a definitive agreement to sell the assets of the Wisconsin Manufacturing Division of Triumph Engineered Solutions was signed and is expected to close during the fourth quarter of fiscal 2005.  We had anticipated that up to $4.0 million of costs would be incurred in fiscal 2005 as the realignment is completed.  To date, we have incurred $3.4 million of charges, of which $0.4 million consisted of cash expenses related to the realignment.

Liquidity and Capital Resources

Our working capital needs are generally funded through cash flows from operations and borrowings under our credit arrangements.  We generated approximately $53.5 million of cash flows from operating activities for the nine months ended December 31, 2004.  We generated approximately $2.0 million in investing activities and used approximately $56.4 million in financing activities for the nine months ended December 31, 2004.

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As of December 31, 2004, $241.7 million was available under our revolving credit facility (the “Credit Facility”).  On December 31, 2004, an aggregate amount of approximately $14.3 million was outstanding under the Credit Facility, $4.3 million of which was accruing interest at the prime rate which was 5.25% per annum, and $10.0 million of which was accruing interest at the overnight rate of 4.35% per annum.  Amounts repaid under the Credit Facility may be reborrowed.

In December 2004, the Company sold substantially all of the assets and certain liabilities of its subsidiary, Tri-Western Metals Company, for cash proceeds of $13.6 million and expects to receive approximately an additional $2.7 million during the fourth quarter of 2005.

Capital expenditures were approximately $13.7 million for the nine months ended December 31, 2004 primarily for manufacturing machinery and equipment.  We funded these expenditures through borrowings under our Credit Facility.  We expect capital expenditures to be up to $25.0 million for our fiscal year ending March 31, 2005.  The expenditures are expected to be used mainly to expand capacity or replace old equipment at several facilities.

The proceeds from the sale of assets have been offered, in accordance with the senior notes purchase agreement, and accepted by the noteholders of the senior notes.  Some or all of the proceeds, which were used to repay the borrowings under the revolving credit facility, will need to be reborrowed to satisfy the obligation to the noteholders who any elected to receive a prepayment.

The expected future cash flows for the next five years for long term debt, leases and other obligations are as follows:

	Payments Due by Period ($ in thousands)
Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Long Term Debt (1)	$	168,568	$	1,645	$	35,114	$	20,829	$	110,980
Capital Lease Obligations (1) (2)	1,346		1,336		10		0		0
Operating Leases	58,563		17,927		20,777		9,878		9,981
Purchase Obligations	129,723		102,778		26,825		119		1
Other Long Term Obligations (1) (2)	749		248		496		5		0
Total	$	358,949	$	123,934	$	83,222	$	30,831	$	120,962

(1) Included in the Company’s balance sheet at December 31, 2004.

(2) Includes interest component.

We believe that cash generated by operations and borrowings under the Credit Facility will be sufficient to meet anticipated cash requirements for our current operations.  However, we have a stated policy to grow through acquisitions and are continuously evaluating various acquisition opportunities.  As a result, we currently are pursuing the potential purchase of a number of candidates.  In the event that more than one of these transactions are successfully consummated, the availability under the Credit Facility might be fully utilized and additional funding sources may be needed.  There can be no assurance that such funding sources will be available to us on terms favorable to us, if at all.

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Critical Accounting Policies

The Company’s critical accounting policies are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations and notes accompanying the consolidated financial statements that appear in the Annual Report on Form 10-K for the fiscal year ended March 31, 2004. Except as otherwise disclosed in the financial statements and accompanying notes included in this report, there were no material changes subsequent to the filing of the Annual Report on Form 10-K for the fiscal year ended March 31, 2004 in the Company’s critical accounting policies or in the assumptions or estimates used to prepare the financial information appearing in this report.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to our future operations and prospects, including statements that are based on current projections and expectations about the markets in which we operate, and our beliefs concerning future performance and capital requirements based upon current available information.  Such statements are based on our beliefs as well as assumptions made by and information currently available to us.  When used in this document, words like “may”, “might”, “will”, “expect”, “anticipate”, “believe”, “potential”, and similar expressions are intended to identify forward-looking statements.  Actual results could differ materially from our current expectations.  For example, there can be no assurance that additional capital will not be required or that additional capital, if required, will be available on reasonable terms, if at all, at such times and in such amounts as may be needed by us.  In addition to these factors, among other factors that could cause actual results to differ materially are uncertainties relating to the integration of acquired businesses, general economic conditions affecting our business, dependence of certain of our businesses on certain key customers as well as competitive factors relating to the aviation industry. For a more detailed discussion of these and other factors affecting us, see the risk factors described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2004, filed with the Securities and Exchange Commission (“SEC”) in June 2004.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

For information regarding our exposure to certain market risks, see Item 7A.  Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the fiscal year ended March 31, 2004.  There has been no material change in this information.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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TRIUMPH GROUP, INC.

As of December 31, we completed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2004.

(b) Changes in internal control over financial reporting.

During the period covered by this Quarterly Report on Form 10-Q, we continued to implement remedial measures to address material weaknesses in internal control over financial reporting identified by our independent auditors in connection with their audit of our financial statements for the fiscal year ended March 31, 2004.  We believe these measures materially improved our internal control over financial reporting during the quarter.  Actions taken included re-evaluating and adding staff to raise the overall level of expertise, establishing or reiterating policies and procedures designed to enhance coordination between management and the Company’s accounting staff and related reporting procedures, centralizing review and monitoring of accounting issues, and allocating senior accounting personnel to provide additional on-site supervision of accounting functions.

We believe the measures we have taken have had a material, positive impact on our internal control over financial reporting.

Part II. Other Information

    Item 6.   Exhibits

Exhibit 10.1	Fifth Amendment to Amended and Restated Credit Agreement dated October 16, 2000.
Exhibit 10.2	Second Amendment to Note Purchase Agreement dated November 21, 2002 in the aggregate amount of $150 million in Series A and Series B Senior Notes.
Exhibit 31.1	Section 302 Certification by President and CEO
Exhibit 31.2	Section 302 Certification by Senior Vice President and CFO
Exhibit 32.1	Certification of Periodic Report by President and CEO
Exhibit 32.2	Certification of Periodic Report by Senior Vice President and CFO

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Signatures

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

	Triumph Group, Inc.
	(Registrant)
	/s/ Richard C. Ill
	Richard C. Ill, President & CEO
	/s/ John R. Bartholdson
	John R. Bartholdson, Senior Vice President & CFO
	(Principal Financial Officer)
	/s/ Kevin E. Kindig
	Kevin E. Kindig, Vice President & Controller
	(Principal Accounting Officer)
Dated: February 8, 2005

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EX-10.1

Exhibit 10.1

FIFTH AMENDMENT TO CREDIT AGREEMENT

This FIFTH AMENDMENT TO CREDIT AGREEMENT (“Amendment”) dated November 3, 2004 is made by and among TRIUMPH GROUP, INC., a Delaware corporation (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association as Administrative Agent for the Banks under the Amended and Restated Credit Agreement referred to herein (hereinafter referred to in such capacity as the “Administrative Agent”), BANK OF AMERICA, N.A., in its capacity as syndication agent for the Banks under such agreement (hereinafter referred to in such capacity as the “Syndication Agent”), CITIZENS BANK, in its capacity as documentation agent for the Banks under such agreement (herein referred to in such capacity as the “Documentation Agent”), and FLEET NATIONAL BANK in its capacity as co-agent for the Banks under such agreement (hereinafter referred to in such capacity as the “Co-Agent” and PNC BANK, NATIONAL ASSOCIATION; CITIZENS BANK; BANK OF AMERICA, N.A.; MANUFACTURERS AND TRADERS TRUST COMPANY; NATIONAL CITY BANK; FLEET NATIONAL BANK; DEUTSCHE BANK TRUST COMPANY AMERICAS; KEYBANK NATIONAL ASSOCIATION and FARMERS FIRST BANK as the Banks; and PNC CAPITAL MARKETS, INC. and BANK OF AMERICA SECURITIES, INC.  as Lead Arrangers.

Reference is made to the Amended and Restated Credit Agreement dated October 16, 2000 by and among the Borrower, the Banks, the Administrative Agent, the Syndication Agent, the Documentation Agent and the Co-Agent, as amended pursuant to a First Amendment to Loan Documents dated February 12, 2002, a Second Amendment to Loan Documents dated November 21, 2002, a Third Amendment to Loan Documents dated November 21, 2002 (with an effective date of December 2, 2002), and a Fourth Amendment to Credit Agreement dated April 21, 2004 (as so amended, the “Agreement”).  (Capitalized terms used herein not otherwise defined shall have the meanings provided for in the Agreement.)

The Borrower intends to sell certain assets of Triumph Engineered Solutions, Inc. pursuant to Section 7.2.7(v) of the Credit Agreement and wind down operations of certain other Subsidiaries.

The Borrower, the Banks and the Agents have agreed that the Agreement be amended as provided herein, effective as of the date hereof.

NOW, THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Amendments to Agreement.

(a)Definitions (Section 1.1).

The following defined term contained in Section 1.1 is hereby amended and restated to read as set forth below:

“Consolidated EBITDA shall mean for any period of determination, Consolidated Net Income (before extraordinary items) for such period plus (i)the amount of income tax expense, interest expense, depreciation and amortization expense deducted from earnings in determining such Consolidated Net Income, (ii) for any period of determination that includes the quarter ending December 31, 2003 (including the computation made in connection with the acquisition of Rolls Royce Gear Systems, Inc.) nonrecurring non-cash charges resulting from the evaluation by the Borrower and certain of its Subsidiaries of current and future opportunities with the industrial gas turbine industry incurred in such quarter ending December 31, 2003 and deducted from earnings in determining such Consolidated Net Income to the extent that the amount of such charges do not exceed $8,000,000, (iii) the Permitted Non-Recurring Expense Adjustment (if such period of determination includes the fiscal quarter ending March 31, 2004, June 30, 2004, September 30, 2004 or December 31, 2004), (iv) nonrecurring non-cash charges resulting from the sale of TriWestern Metals Company to the extent that the amount of such charges do not exceed $10,000,000 and to the extent such charges are taken on or prior to December 31, 2006, (v) nonrecurring charges resulting from the shutdown or divestiture of the operations of Triumph Engineered Solutions, Inc., Triumph Turbine Services, Inc. and Triumph Air Repair (Europe) Limited to the extent that (a) the aggregate amount of such charges (both cash and noncash) do not exceed $6,000,000 and (b) the cash charges of such amount do not exceed $3,000,000, and, in each case, to the extent such charges are taken on or prior to March 31, 2005.”

The last sentence contained in the definition of “Security Event” (which currently reads: “A Security Event under clause (2) above shall be deemed to exist for purposes of such clause (2) until the “Security Event” terminates under the Senior Note documents.”) is hereby amended and restated to read as follows:

“A Security Event under clause (2) above shall be deemed to continue to exist for purposes of such clause (2) until waived in writing by all of the Banks, whether or not the “Security Event” (as defined in the Note Purchase Agreement) has been waived by any holders of the Senior Notes or otherwise has terminated under the Senior Note documents; provided that a Security Event under such clause (2) above shall be deemed to terminate hereunder (automatically and without the requirement of a waiver thereof by the Banks) if such “Security Event” terminates under the second paragraph of the definition of “Security Event” under the Note Purchase Agreement (which provides in part that a “Security Event” thereunder shall terminate at such time as the Leverage Ratio (as defined thereunder) “shall have been less than 3.00 to 1.00 at all times for a period of two full consecutive fiscal quarters of the Company” and at such time as the other conditions are met as set forth in clauses (w) through (z) thereof) without giving effect to any waivers under, or amendments to, the Note Purchase Agreement arising after the effective date of the Fifth Amendment to this Agreement (unless such waiver or amendment shall have been approved by all of the Banks).

(b)Incorporation by Reference of Covenants in the Note Purchase Agreements (New Section 7.2.22).

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A new Section 7.2.22 is hereby added to the Credit Agreement to follow immediately after Section 7.21 and to read as follows:

“7.2.22Incorporation by Reference of Covenants in the Note Purchase Agreements (New Section 7.2.22).

(a)Incorporation by Reference

Reference is made to the Note Purchase Agreements, each dated as of November 21, 2002 pursuant to which the Senior Notes were issued, as previously amended by Amendment No. 1 to Note Purchase Agreement dated as of April 21, 2004 and Amendment No. 2 to Note Purchase Agreement dated as of October 28, 2004 and as hereafter amended (the “Note Purchase Agreements”).  The text of the following sections listed in the grid below contained in the Note Purchase Agreement is hereby incorporated by reference in this Section 7.2.22 of this Agreement.  All capitalized terms used directly or indirectly in the Incorporated Covenants and defined in the Note Purchase Agreement are hereby incorporated by reference in this Agreement for the sole purpose of this Section 7.2.22 for the purpose of giving the same meaning to the Incorporated Covenants herein as are given to such Incorporated Covenants in the Note Purchase Agreements (the text of the three sections listed in the grid below, together with all such capitalized terms and other terms that bear on the meaning of such text, shall be referred to collectively as the “Incorporated Covenants”).  The Incorporated Covenants shall cease to be incorporated into Section 7.2.22 of this Agreement upon the Borrower providing appropriate evidence to the Administrative Agent that the Senior Notes have been indefeasibly paid in full and each of the Senior Notes and the Note Purchase Agreement has been terminated.

Section (of the Note Purchase Agreements)	Title
10.5	Fixed Charges Coverages Ratio
10.6	Leverage Ratio
10.11	Minimum EBITDA

(b)Waivers of, or Amendments to, Incorporated Covenants.

In the event of any waiver of any Incorporated Covenant by the parties to the Note Purchase Agreement after the effective date of the Fifth Amendment to this Agreement (the “Fifth Amendment Effective Date”) hereof, such waiver shall not be effective as a waiver of such Incorporated Covenant hereunder.  In the event of any amendment, modification or other change to any Incorporated Covenant in Note Purchase Agreement (including any amendment, modification or change that has a direct or an indirect effect of changing an Incorporated Covenant) (collectively a “Note Purchase Agreement Amendment”):

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(1)the Borrower shall deliver written notice of such Note Purchase Agreement Amendment to the Administrative Agent and the Banks within three (3) Business Days after the effective date thereof,

(2)such Note Purchase Agreement Amendment shall not be effective hereunder and shall not apply to the provisions incorporated by reference herein unless the Administrative Agent or the Required Banks shall in their sole discretion elect to incorporate by reference the changes made by the Note Purchase Agreement Amendment into this Section 7.2.22 of this Agreement by written notice to the Borrower.

(c)Reporting of Compliance Under the Incorporated Covenants.

The Borrower shall deliver to the Administrative Agent and the Banks, simultaneously with its delivery to the holders of the Notes or other persons under the Note Purchase Agreement, copies of each certificate of a Senior Financial Officer delivered to such holder pursuant to 7.2 of the Note Purchase Agreement and any other notices delivered to any holder of a Note evidencing or addressing compliance (or failures of compliance) by the Borrower with the Incorporated Covenants.

(c)Release of Collateral or Guarantor (Section 10.1.4).

Section 10.1.4 is hereby amended and restated in its entirety to read as follows:

“10.1.4Release of Collateral or Guarantor.

Except for sales of assets permitted by Section 7.2.7 [Disposition of Assets or Subsidiaries], release any Guarantor from its Obligations under the Guaranty and Suretyship Agreement and (i) if no Security Event exists or is continuing, release all or substantially all of the assets of the Borrower or any Guarantor or (ii) if a Security Event exists and is continuing, release any Collateral consisting of capital stock or other ownership interests of the Borrower or any Guarantor, or Subsidiary of the Borrower or Guarantor, or assets of the Borrower or any Guarantor which are Collateral, or release any other assets which are not Collateral if such assets consist of all or substantially all of the assets of the Borrower or any Guarantor.  Notwithstanding the foregoing, (i) the Banks hereby authorize the Administrative Agent to release its Liens on any Collateral sold pursuant to a sale that is permitted by Section 7.2.7 and to the extent such sale includes all of the stock of a Guarantor, the Administrative Agent is authorized to release the Guarantor from its Guaranty and Suretyship Agreement and other applicable Loan Documents and (ii) the parties acknowledge that any assets sold pursuant to Section 7.2.7 are sold free and clear of, and the purchaser thereof does not assume any obligations of the seller to the Administrative Agent and the Banks under the Credit Agreement and the Notes and the Administrative Agent is hereby authorized to execute and deliver appropriate documents or instruments evidencing or confirming the foregoing.

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2.Effectiveness of Amendment.

(a)Execution of this Amendment.

This Amendment shall have been executed by the Borrower, each of the Guarantors and each of the Required Banks.

(b)Amendments to Senior Notes.

The Borrower shall have delivered to the Administrative Agent true and correct copies of the amendments to the Senior Notes and related documents made on or before the date hereof.  Such amendments shall be acceptable to the Administrative Agent.

(c)Payment of Fees.

The Borrower shall have paid or caused to be paid to the Administrative Agent for the account of each of the Banks (i) a fee equal to .05% of the Commitment and (ii) expenses for which the Administrative Agent and the Banks are entitled to be reimbursed.

3.Miscellaneous.

(a)All of the terms, conditions, provisions and covenants in the Notes, the Agreement, the Loan Documents, and all other documents delivered to the Banks and the Administrative Agent in connection with any of the foregoing documents and obligations secured thereby shall remain unaltered and in full force and effect except as modified by this Amendment and are hereby ratified and confirmed.

(b)This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

(c)The Borrower shall reimburse the Administrative Agent for all expenses for which the Administrative Agent is entitled to be reimbursed, including the fees of counsel for the Administrative Agent in connection with this Amendment.

(d)Each and every one of the terms and provisions of this Amendment shall be binding upon and shall inure to the benefit of the Borrower, the Banks and the Administrative Agent and their respective successors and assigns.

(e)This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall constitute but one and the same instrument.

(f)The execution and delivery of this waiver shall not be construed to establish a course of conduct or imply that any other, future or further waivers, consents or forbearance shall be considered, provided or agreed to.

(g)The Borrower represents and warrants that there exists no Event of Default or Potential Default.

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[SIGNATURE PAGE 1 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

ATTEST:			TRIUMPH GROUP, INC.
By:	/s/ John B. Wright, II		By:	/s/ John R. Bartholdson		(SEAL)
Name:		John B. Wright, II	Name:		John R. Bartholdson
Title:		Vice President, General Counsel and Secretary	Title:		Senior Vice President, Chief Financial
			Officer and Treasurer

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[SIGNATURE PAGE 2 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

PNC BANK, NATIONAL ASSOCIATION,
individually and as Administrative Agent
By:	/s/ Frank A. Pugliese
Name:			Frank A. Pugliese
Title:		Vice President

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[SIGNATURE PAGE 3 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

BANK OF AMERICA, N.A., individually and as Syndication Agent
By:	/s/ Mary K. Giermek
Name:			Mary K. Giermek
Title:		Senior Vice President
FLEET NATIONAL BANK, a Bank of America Company, Assignor
By:	/s/ Mary K. Giermek
Name:			Mary K. Giermek
Title:		Senior Vice President

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[SIGNATURE PAGE 4 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

	CITIZENS BANK, individually and as
Documentation Agent
	By:	/s/ Timothy A. Merriman
	Name:			Timothy A. Merriman
	Title:		Vice President

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[SIGNATURE PAGE 5 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

MANUFACTURERS AND TRADERS
TRUST COMPANY
By:	/s/ Joshua C. Becker
Name:			Joshua C. Becker
Title:		Assistant Vice President

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[SIGNATURE PAGE 6 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

NATIONAL CITY BANK
By:	/s/ Thomas J. McDonnell
Name:			Thomas J. McDonnell
Title:		Senior Vice President

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[SIGNATURE PAGE 7 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

FARMERS FIRST BANK
By:	/s/ Lawrence M. Roskos
Name:			Lawrence M. Roskos
Title:		Asst. Vice President

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[SIGNATURE PAGE 8 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

DEUTSCHE BANK TRUST COMPANY
AMERICAS
By:	/s/ Marguerite Sutton
Name:			Marguerite Sutton
Title:		Vice President

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[SIGNATURE PAGE 9 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

KEYBANK NATIONAL ASSOCIATION
By:	/s/ Ronald Gale
Name:			Ronald Gale
Title:		Senior Vice President

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[SIGNATURE PAGE 10 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

ACCEPTED AND AGREED BY
GUARANTORS AS FOLLOWS:
ACR INDUSTRIES, INC.
By:						/s/ John R. Bartholdson				SEAL)
Name:				John R. Bartholdson
Title:				Vice President and Treasurer
AEROSPACE TECHNOLOGIES, INC.
By:					/s/ John R. Bartholdson				(SEAL)
Name:				John R. Bartholdson
Title:				Vice President and Treasurer
TRIUMPH AIRBORNE STRUCTURES, INC.
By:			/s/ John R. Bartholdson					(SEAL)
Name:				John R. Bartholdson
Title:				Vice President and Treasurer
CBA ACQUISITION, LLC
By:		/s/ John R. Bartholdson					(SEAL)
Name:				John R. Bartholdson
Title:				Vice President and Treasurer
CBA MARINE SAS
By:	/s/ John R. Bartholdson						(SEAL)
Name:				John R. Bartholdson
Title:				Director

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[SIGNATURE PAGE 11 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

CHEM-FAB CORPORATION
By:	/s/ John R. Bartholdson				(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
CONSTRUCTIONS BREVETEES D’ALFORTVILLE SAS
By:			/s/ John R. Bartholdson	(SEAL)
Name: John R. Bartholdson
Title: Director
DV INDUSTRIES, INC.
By:		/s/ John R. Bartholdson			(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
EFS AEROSPACE, INC.
By:		/s/ John R. Bartholdson			(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
FRISBY AEROSPACE, LLC
(formerly Frisby Aerospace, Inc.)
By:	/s/ John R. Bartholdson				(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer

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[SIGNATURE PAGE 12 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

HTD AEROSPACE, INC.
By:	/s/ John R. Bartholdson	(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
HYDRO-MILL CO.
By:	/s/ John R. Bartholdson		(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
LEE AEROSPACE, INC.
By:	/s/ John R. Bartholdson	(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
MGP HOLDINGS SAS
By:	/s/ John R. Bartholdson	(SEAL)
Name: John R. Bartholdson
Title: Director
NU-TECH BRANDS, INC.
By:	/s/ John R. Bartholdson		(SEAL)
Name: John R. Bartholdson
Title: President and Treasurer
NU-TECH INDUSTRIES, INC.
By:	/s/ John R. Bartholdson			(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer

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[SIGNATURE PAGE 13 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

RALEE ENGINEERING CO.
By:	/s/ John R. Bartholdson		(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
THE TRIUMPH GROUP OPERATIONS, INC.
By:	/s/ John R. Bartholdson		(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
THE TRIUMPH GROUP OPERATIONS HOLDINGS, INC.
By:	/s/ John R. Bartholdson			(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
TRIUMPH AIR REPAIR (EUROPE) LIMITED
By:	/s/ John R. Bartholdson			(SEAL)
Name: John R. Bartholdson
Title: Director
TRIUMPH BRANDS, INC.
By:	/s/ John R. Bartholdson			(SEAL)
Name: John R. Bartholdson
Title: President and Treasurer
TRIUMPH COMPONENTS - SAN DIEGO, INC.
By:		/s/ John R. Bartholdson			(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer

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[SIGNATURE PAGE 14 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

TRIUMPH COMPOSITE SYSTEMS, INC.
By:	/s/ John R. Bartholdson				(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
TRIUMPH CONTROLS, INC.
By:	/s/ John R. Bartholdson				(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
TRIUMPH CONTROLS (EUROPE) SAS
By:		/s/ John R. Bartholdson			(SEAL)
Name: John R. Bartholdson
Title: Director
TRIUMPH ENGINEERED SOLUTIONS, INC.
(formerly Stolper-Fabralloy Company and Triumph Components - Arizona, Inc. and successor by merger to Advanced Materials Technologies, Inc. and Triumph Precision, Inc.)
By:		/s/ John R. Bartholdson		(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
TRIUMPH GEAR SYSTEMS, INC.
By:			/s/ John R. Bartholdson				(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
TRIUMPH GROUP ACQUISITION CORP.
By:		/s/ John R. Bartholdson				(SEAL)
Name: John R. Bartholdson
Title: President and Treasurer

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[SIGNATURE PAGE 15 OF 15 TO THE
FIFTH AMENDMENT TO CREDIT AGREEMENT]

TRIUMPH GROUP ACQUISITION HOLDINGS, INC.
By:	/s/ John R. Bartholdson			(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
TRIUMPH/JDC COMPANY
By:	/s/ John R. Bartholdson			(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
TRIUMPH PRECISION CASTINGS CO.
By:	/s/ John R. Bartholdson		(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
TRIUMPH THERMAL SYSTEMS, INC.
By:	/s/ John R. Bartholdson	(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer
TRIUMPH TURBINE SERVICES, INC.
By:	/s/ John R. Bartholdson	(SEAL)
Name: John R. Bartholdson
Title: Vice President and Treasurer

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EX-10.2

Exhibit 10.2

EXECUTION VERSION

TRIUMPH GROUP, INC.

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT

DATED AS OF NOVEMBER 3, 2004

$80,000,000 SERIES A SENIOR NOTES DUE DECEMBER 2, 2012

$70,000,000 SERIES B SENIOR NOTES DUE DECEMBER 2, 2012

Annexes & Exhibits

Tab 1:	Annex 1	–	Current Noteholders and Principal Amounts
Tab A:	Exhibit A	–	Amendments to Existing Note Purchase Agreement
Tab B:	Exhibit 5.4	–	Form of Fifth Amendment to Credit Agreement

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TRIUMPH GROUP, INC.

$80,000,000 SERIES A SENIOR NOTES DUE DECEMBER 2, 2012

$70,000,000 SERIES B SENIOR NOTES DUE DECEMBER 2, 2012

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT

As of November 3, 2004

To each of the Current Noteholders

Named in Annex 1 hereto:

Ladies and Gentlemen:

TRIUMPH GROUP, INC., a Delaware corporation (together with any successors and assigns, the “Company”), hereby agrees with each of you as follows:

1.PRIOR ISSUANCE OF NOTES, ETC.

The Company previously issued and sold (a) eighty million dollars ($80,000,000) in aggregate principal amount of its Series A Senior Notes due December 2, 2012 (as may be amended, restated or otherwise modified from time to time, collectively, the “Series A Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement) and (b) seventy million dollars ($70,000,000) in aggregate principal amount of its Series B Senior Notes due December 2, 2012 (as may be amended, restated or otherwise modified from time to time, collectively, the “Series B Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement) pursuant to those certain separate Note Purchase Agreements, each dated as of November 21, 2002, as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of April 21, 2004 (as in effect immediately prior to giving effect to the amendments provided for herein, collectively, the “Existing Note Purchase Agreement” and, as amended pursuant to this Agreement and as may be further amended, restated or otherwise modified from time to time, collectively, the “Note Purchase Agreement”) between the Company and each of Current Noteholders (as herein after defined). The Series A Notes and the Series B Notes are collectively referred to herein as the “Notes.”  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Note Purchase Agreement after giving effect to the Amendments contemplated by this Agreement.

The entire original aggregate principal amount of the Notes currently remains outstanding.  The register kept by the Company for the registration and transfer of the Notes indicates that each of the Persons named in Annex 1 hereto (collectively, the “Current Noteholders”) is currently a holder of the aggregate principal amount of Notes indicated in such Annex 1.

2.REQUEST FOR CONSENT TO AMENDMENTS.

The Company intends to sell certain assets of Triumph Engineered Solutions, Inc., a Delaware corporation, pursuant to Section 10.7 of the Existing Note Purchase Agreement and wind

 down operations of certain other Subsidiaries and hereby requests that each of the Current Noteholders agree to the amendments (the “Amendments”) to the Existing Note Purchase Agreement provided for by this Agreement.

3.WARRANTIES AND REPRESENTATIONS.

To induce the Current Noteholders to enter into this Agreement and to agree to the Amendments, the Company warrants and represents to the Current Noteholders as follows (it being agreed, however, that nothing in this Section 3 shall affect any of the warranties and representations previously made by the Company in or pursuant to the Existing Note Purchase Agreement, and that all of such other warranties and representations, as well as the warranties and representations in this Section 3, are true and correct in all material respects on and as of the date hereof):

3.1.No Material Adverse Change.

Since the date of the most recent audited financial statements provided to you pursuant to Section 7.1(b) of the Existing Note Purchase Agreement, there has been no change in the business operations, profits, financial condition, properties or business prospects of the Company or any Subsidiary except changes that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

3.2.Corporate Organization and Authority.

Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and under the Financing Documents.

3.3.Legal and Authorized; Obligations are Enforceable.

(a)Legal and No Conflict.  The execution and delivery by the Company and its Subsidiaries of this Agreement and the compliance by the Company and its Subsidiaries with all of the provisions of the Financing Documents to which it is a party are legal and do not violate, conflict with, result in any breach of any of the provisions of, require any consents under, constitute a default under, or result in the creation of any Lien (other than Permitted Liens) upon any property of the Company or any Subsidiary under the provisions of,

(i)the charter documents or any other material agreement to which the Company or such Subsidiary is a party or by which it or any of its properties may be bound, or

(ii)any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary.

(b)Obligations of Company are Enforceable.  The execution and delivery of each of this Agreement has been duly authorized by all necessary action on the part of

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the Company, and this Agreement has been executed and delivered on behalf of the Company by one or more duly authorized officers of the Company, and each of the Financing Documents to which the Company or any Subsidiary is a party constitutes a legal, valid and binding obligation of the Company and such Subsidiary, enforceable against the Company or such Subsidiary in accordance with its respective terms, except that, in each case, the enforceability thereof may be

(i)limited by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium, or other similar laws affecting the enforceability of creditors’ rights generally, and

(ii)subject to the availability of equitable remedies,

and except that certain rights to indemnity and contribution may be limited by applicable law.

3.4.Full Disclosure.

Neither the financial statements and other certificates previously provided to the Current Noteholders pursuant to the provisions of the Existing Note Purchase Agreement nor the statements made in this Agreement nor any other written statements furnished by or on behalf of the Company to the Current Noteholders in connection with the proposal and negotiation of the Amendments, taken as a whole, contain any untrue statement of a material fact or omit a material fact necessary to make the statements contained therein and herein not misleading.  There is no fact relating to any event or circumstance that has occurred or arisen since the Closing that the Company has not disclosed to the Current Noteholders in writing that has had or, so far as the Company can now reasonably foresee, could reasonably be expected to have, a Material Adverse Effect.

3.5.Governmental Consent.

Neither the nature of the Company, or of any of its businesses or Properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the execution and delivery of this Agreement by the Company, or the performance by the Company of its obligations thereunder, is such as to require a consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority on the part of the Company in connection with the execution and delivery of this Agreement or the performance by the Company of its obligations under the Financing Documents to which it is a party.

3.6.Litigation; Observance of Agreements, Statutes and Orders.

(a)Except as disclosed at the “Lenders Meeting” on October 14, 2004, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

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(b)Neither the Company nor any Subsidiary is in default under any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including, without limitation, Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

3.7.Solvency.

The fair saleable value of the business and assets of each of the Company and each Subsidiary, exceeds, as of the Effective Date, the amount that will be required to pay the probable liabilities of such Person (including subordinated, contingent, unmatured and unliquidated liabilities), on existing debts as they may become absolute and matured.  No such Person, after the Effective Date, will be engaged in any business or transaction, or be about to engage in any business or transaction, for which such Person has unreasonably small capital, and no such Person has any intent to hinder, delay or defraud any entity to which such Person is, or will become indebted, or to incur debts that would be beyond such Person’s ability to pay as they mature.

3.8.Intent.

The Company is not entering into the transactions contemplated by this Agreement with any intent to hinder, delay or defraud either current creditors or future creditors of the Company.

3.9.No Defaults.

No event has occurred and no condition exists that, upon the execution and delivery of this Agreement would constitute a Default or an Event of Default.

3.10.Senior Credit Agreement Amendment Fee.

Other than the .05% (5 basis points) fee payable on or prior to the Effective Date to the Banks, the Company is not paying any other amendment fee or other fee to the Banks, or the Administrative Agent for the benefit of the Banks or the Administrative Agent, in connection with the execution and delivery of the Senior Credit Agreement Amendment.

4.AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT.

Subject to the satisfaction of the conditions set forth in Section 5 hereof, the Existing Note Purchase Agreement is hereby amended in the manner specified in Exhibit A to this Agreement.

5.CONDITIONS PRECEDENT.

Each of the Amendments to the Existing Note Purchase Agreement provided for in Section 4 hereof shall become effective on the date (the “Effective Date”) upon which all of the following conditions precedent have been satisfied:

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5.1.Execution and Delivery of this Agreement.

The Company and the Current Noteholders shall have executed and delivered a counterpart of this Agreement.

5.2.Fees and Expenses.

(a)Amendment Fee.  The Company shall have paid on the Effective Date to each Current Noteholder, an amendment fee in an amount equal to the product of (i) the aggregate principal amount of the Notes held by such Current Noteholder outstanding on the Effective Date multiplied by (ii) 0.125% (12.5 basis points). The amendment fee shall have been paid by wire transfer to the account or accounts designated by each such Current Noteholder pursuant to Section 14 of the Existing Note Purchase Agreement.

(b)Amendment Costs and Expenses.  The Company shall have paid on the Effective Date all costs and reasonable expenses of the Current Noteholders relating to this Agreement due on such date in accordance with Section 6.5 hereof (including, without limitation, any reasonable attorney’s fees and disbursements).

5.3.Representations and Warranties.

The representations and warranties set forth in Section 3 shall be true and correct as of such date.

5.4.Senior Credit Agreement Amendment.

The Current Noteholders (or their special counsel) shall have received a true and correct copy of the executed and effective Fifth Amendment to Credit Agreement (the “Fifth Amendment”) dated as of November 3, 2004 between the Company and PNC Bank, National Association, in its capacity as Administrative Agent and lender, and each of the Banks party thereto, substantially in the form of Exhibit 5.4 hereto and each document delivered to the Administrative Agent and Banks pursuant thereto.

5.5.Proceedings Satisfactory.

The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may have reasonably requested prior to such date and such documents shall be in form and substance satisfactory to them.

6.MISCELLANEOUS.

6.1.Effect of Amendments.

This Agreement shall be construed in connection with and as a part of the Existing Note Purchase Agreement and, except as expressly amended by this Agreement, all terms, conditions and covenants contained in the Existing Note Purchase Agreement and the other Financing Documents are hereby ratified and shall be and remain in full force and effect.  Any and all

5

notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Agreement may refer to the Note Purchase Agreement without making specific reference to this Agreement, but nevertheless all such references shall include this Agreement unless the context otherwise requires.

6.2.Successors and Assigns.

This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto (including, without limitation, any transferee).  The provisions hereof are intended to be for the benefit of each of the Current Noteholders and shall be enforceable by any successor or assign of such Current Noteholder whether or not an express assignment of rights hereunder shall have been made by such Current Noteholder or its successors or assigns.

6.3.Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

6.4.Waivers and Amendments.

Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of the parties signatory hereto.

6.5.Costs and Expenses.

Whether or not any of the Amendments becomes effective, the Company will promptly (and in any event within ten (10) days of receiving any statement or invoice therefor) pay all fees, expenses and costs relating to this Agreement, including, but not limited to, (a) the reasonable cost of reproducing this Agreement and the other documents delivered in connection herewith and (b) the reasonable fees and disbursements of the Current Noteholders’ special counsel, Bingham McCutchen LLP, incurred in connection with the preparation, negotiation and delivery of this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of the Current Noteholders’ special counsel presented to the Company on the Effective Date. The Company will also promptly pay, upon receipt of any statement thereof, each additional statement for reasonable fees and disbursements of the Current Noteholders’ special counsel rendered after the Effective Date in connection with this Agreement.  This Section 6.5 shall not be construed to limit the Company’s obligations under Section 15.1 of the Note Purchase Agreement.

6.6.Section Headings, etc.

The titles of the Sections appear as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof.  The words “herein,” “hereof,” “hereunder,”

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 and “hereto” refer to this Agreement as a whole and not to any particular Section or other subdivision.

6.7.Duplicate Originals, Execution in Counterpart.

Two or more originals of this Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument.  This Agreement may be executed in one or more counterparts and shall be effective at the time provided in Section 5 hereof, and each set of counterparts which, collectively, show execution by each party hereto shall constitute one duplicate original.  Delivery of a facsimile of an executed signature page shall be effective as delivery of an original.

6.8.Entire Agreement.

This Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

[Remainder of page intentionally left blank; next page is signature page.]

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If this Agreement is satisfactory to you, please so indicate by signing the applicable acceptance on a counterpart hereof and returning such counterpart to the Company, whereupon this Agreement shall become binding among the Company and you in accordance with its terms.

Very truly yours,
TRIUMPH GROUP, INC.
By:	/s/ John R. Bartholdson
Name:			John R. Bartholdson
Title:		Senior Vice President, CFO & Treasurer

Accepted:
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By:		New York Life Investment Management LLC,
		Its Investment Manager
By:	/s/ Kathleen A. Haberken
Name:		Kathleen A. Haberkern
Title:		Director
NEW YORK LIFE INSURANCE COMPANY
By:	/s/ Kathleen A. Haberken
Name:		Kathleen A. Haberkern
Title:		Investment Vice President
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT
By:		New York Life Investment Management LLC,
		Its Investment Manager
By:	/s/ KathleenA. Haberken
Name:		Kathleen A. Haberkern
Title:		Director
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
By:	/s/ Joel Serebransky
Name:		Joel Serebransky
Title:		Investment Officer

[Signature Page to Amendment No. 2 to Note Purchase Agreement]

SECURITY LIFE OF DENVER INSURANCE COMPANY
(as successor by merger to SOUTHLAND LIFE INSURANCE COMPANY)
By:		ING Investment Management LLC, as Agent
By:	/s/ Peter Komarek
Name:			Peter Komarek
Title:			Vice President
SECURITY LIFE OF DENVER INSURANCE COMPANY
By:		ING Investment Management LLC, as Agent
By:	/s/ Peter Komarek
Name:			Peter Komarek
Title:			Vice President
ING USA ANNUITY AND LIFE INSURANCE COMPANY (f/k/a GOLDEN AMERICAN LIFE INSURANCE COMPANY)
By:		ING Investment Management LLC, as Agent
By:	/s/ Peter Komarek
Name:			Peter Komarek
Title:			Vice President
RELIASTAR LIFE INSURANCE COMPANY
By:		ING Investment Management LLC, as Agent
By:	/s/ Peter Komarek
Name:			Peter Komarek
Title:			Vice President
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:		Babson Capital Management LLC as Investment Adviser
By:	/s/ Robert D. Erwin
Name:			Robert D. Erwin
Title:			Managing Director
C.M. LIFE INSURANCE COMPANY
By:		Babson Capital Management LLC as Investment Sub-Adviser
By:	/s/ Robert D. Erwin
Name:			Robert D. Erwin
Title:			Managing Director

[Signature Page to Amendment No. 2 to Note Purchase Agreement]

MASSMUTUAL ASIA LIMITED
By:				Babson Capital Management LLC as Investment Adviser
By:		/s/ Robert D. Erwin
Name:				Robert D. Erwin
Title:				Managing Director
HARTFORD FIRE INSURANCE COMPANY
By:				Hartford Investment Services, Inc., its Agent and Attorney-in-Fact
By:		/s/ Ronald A. Mendel
Name:				Ronald A. Mendel
Title:				Managing Director
HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
By:			Hartford Investment Services, Inc., its Agent and Attorney-in-Fact
By:		/s/ Ronald A. Mendel
Name:				Ronald A. Mendel
Title:				Managing Director
THE CANADA LIFE ASSURANCE COMPANY
By:	/s/ J.G. Lowery
Name:				J.G. Lowery
Title:				A.V.P., Investments, U.S. Operations
By:	/s/ B.G. Masters
Name:				B.G. Masters
Title:				A.V.P., Investments, U.S. Operations
AMERITAS LIFE INSURANCE CORP.
By:			Ameritas Investment Advisors Inc., as Agent
By:	/s/ Andrew S. White
Name:				Andrew S. White
Title:				Vice President
AMERITAS VARIABLE LIFE INSURANCE COMPANY
By:			Ameritas Investment Advisors Inc., as Agent
By:	/s/ Andrew S. White
Name:				Andrew S. White
Title:				Vice President

[Signature Page to Amendment No. 2 to Note Purchase Agreement]

ACACIA NATIONAL LIFE INSURANCE COMPANY
By:			Ameritas Investment Advisors Inc., as Agent
By:	/s/ Andrew S. White
Name:		Andrew S. White
Title:		Vice President

[Signature Page to Amendment No. 2 to Note Purchase Agreement]

The undersigned Subsidiary Guarantors hereby acknowledge and affirm that the Subsidiary Guaranty and each of the other Financing Documents to which it is a party remains in full force and effect:

ACR INDUSTRIES, INC.
AEROSPACE TECHNOLOGIES, INC.
CBA ACQUISITION, LLC
CHEM-FAB CORPORATION
DV INDUSTRIES, INC.
EFS AEROSPACE, INC.
FRISBY AEROSPACE, LLC
FURST AIRCRAFT, INC.
HTD AEROSPACE, INC.
HYDRO-MILL CO.
LEE AEROSPACE, INC.
NU-TECH BRANDS, INC.
NU-TECH INDUSTRIES, INC.
RALEE ENGINEERING CO.
TRIUMPH AIRBORNE STRUCTURES, INC. (formerly Airborne Nacelle Services, Inc.)
TRIUMPH AVIATIONS INC.
TRIUMPH BRANDS, INC.
TRIUMPH COMPONENTS – SAN DIEGO, INC.
TRIUMPH COMPOSITE SYSTEMS, INC.
TRIUMPH CONTROLS, INC.
TRIUMPH ENGINEERED SOLUTIONS, INC.
TRIUMPH ENGINEERING SERVICES, INC.
TRIUMPH GEAR SYSTEMS, INC.
TRIUMPH GROUP ACQUISITION CORP.
TRIUMPH GROUP ACQUISITION HOLDINGS, INC.
THE TRIUMPH GROUP OPERATIONS HOLDINGS, INC.
THE TRIUMPH GROUP OPERATIONS, INC.
TRIUMPH/JDC COMPANY
TRIUMPH PRECISION CASTINGS CO.
TRIUMPH THERMAL SYSTEMS, INC.
TRIUMPH TURBINE SERVICES, INC.
By:	/s/ John R. Bartholdson
Name:				John R. Bartholdson
Title:				Vice President and Treasurer
CBA MARINE SAS
CONSTRUCTIONS BREVETEES D’ALFORTIVELLE SAS
MGP HOLDING SAS
TRIUMPH AIR REPAIR (EUROPE) LIMITED
TRIUMPH CONTROLS (EUROPE) SAS
By:		/s/ John R. Bartholdson
Name:			John R. Bartholdson
Title:			Director

[Signature Page to Amendment No. 2 to Note Purchase Agreement]

Annex 1

Current Noteholders and Principal Amounts

Name of Current Noteholder	Principal Amount of Notes Held
New York Life Insurance and Annuity Corporation	$	11,000,000
	$	10,000,000
New York Life Insurance Company	$	10,000,000
	$	8,500,000
New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account	$	500,000
The Equitable Life Assurance Society of the United States	$	15,000,000
	$	10,000,000
Security Life of Denver Insurance Company (as successor by merger to Southland Life Insurance Company)	$	10,000,000
Security Life of Denver Insurance Company	$	10,000,000
ING USA Annuity and Life Insurance Company (f/k/a Golden American Life Insurance Company)	$	10,000,000
ReliaStar Life Insurance Company	$	7,000,000
Massachusetts Mutual Life Insurance Company	$	2,800,000
	$	3,500,000
	$	3,100,000
	$	2,750,000
	$	1,200,000
	$	1,000,000
	$	800,000
C.M. Life Insurance Company	$	1,800,000
	$	2,750,000
Gerlach & Co. (c/o MassMutual Asia Limited)	$	300,000
Hartford Fire Insurance Company	$	10,000,000
Hartford Life and Accident Insurance Company	$	10,000,000
J. Romeo & Co. (c/o The Canada Life Assurance Company)	$	3,000,000
	$	2,000,000
Ameritas Life Insurance Corp.	$	1,000,000
Ameritas Variable Life Insurance Company	$	1,000,000
Salkeld & Co. (c/o Acacia National Life Insurance Company)	$	1,000,000
Total Outstanding	$	150,000,000

1

EXHIBIT A

AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT

1.Section 8.1 of the Existing Note Purchase Agreement is hereby amended by adding a new clause (c) immediately following the existing clause (b) to read as follows:

(c)Offer to Prepay Upon any Specified Asset Sale.

(i)Notice and Offer.  Upon the occurrence of any Specified Asset Sale, the Company will, within twenty (20) days of the occurrence of such Specified Asset Sale give written notice of such Specified Asset Sale to each holder of Notes.  Such written notice shall contain, and such written notice shall constitute, an irrevocable offer (the “Specified Asset Sale Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Specified Asset Sale Ratable Portion of the Net Proceeds Amount in respect of such Specified Asset Sale on a date specified in such notice (the “Specified Asset Sale Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Specified Asset Sale Prepayment Date.  If the Specified Asset Sale Prepayment Date shall not be specified in such notice, the Specified Asset Sale Prepayment Date shall be the fortieth (40th) day after the date of such notice.

(ii)Acceptance; Rejection.  To accept such Specified Asset Sale Prepayment Offer, a holder of Notes shall cause a written notice of such acceptance to be delivered to the Company not later than twenty (20) days after the date of such written notice from the Company (the failure to accept such offer in writing within twenty (20) days after the date of such written notice shall be deemed to constitute a rejection of the Specified Asset Sale Prepayment Offer).  If so accepted by any holder of a Note, such offered prepayment (equal to or not less than such holder’s Specified Asset Sale Ratable Portion of the Net Proceeds Amount in respect of such Specified Asset Sale Prepayment Transfer) shall be due and payable on the Specified Asset Sale Prepayment Date.  Within three (3) Business Days after the end of such twenty (20) day period, the Company shall offer, in writing, to each holder of Notes that shall have accepted its offer to prepay made pursuant to this Section 8.1(c), to prepay on such Specified Asset Sale Prepayment Date an additional portion of such holder’s Notes as provided in Section 8.1(c)(i) in a principal amount equal to its ratable share (based upon the ratio of outstanding principal amount of Notes held by such holder at such time to the aggregate outstanding principal amount of Notes held at such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 8.1(c)) of the portion of the Net Proceeds Amount of such Specified Asset Sale as to which such offers to prepay was rejected or deemed rejected (a “Remnant Specified Asset Sale Prepayment Offer”).  To accept any Remnant Specified Asset Sale Prepayment Offer under this Section 8.1(c)(ii), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Company not later than eight (8) days after the date of receipt by such holder of such Remnant Specified Asset Sale Prepayment Offer (it being understood that the failure by a holder to accept

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such Remnant Specified Asset Sale Prepayment Offer as provided herein prior to the end of such eight-day period shall be deemed to constitute a rejection of said Remnant Specified Asset Sale Prepayment Offer, and that any Remnant Specified Asset Sale Prepayment Offer so rejected shall be reoffered, in the same manner, pro rata, to any other holders which have accepted their respective offers of the applicable Remnant Specified Asset Sale Prepayment Offers).

(iii)Prepayment.

Each prepayment of Notes pursuant to this Section 8.1(c) shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, at par, together with interest on such principal amount then being prepaid accrued to the Specified Asset Sale Prepayment Date.  The prepayment shall be made on the Specified Asset Sale Prepayment Date

(iv)Officer’s Certificate.  Each offer to prepay the Notes pursuant to this Section 8.1(c) shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying (A) the Specified Asset Sale Prepayment Date, (B) the Net Proceeds Amount in respect of the applicable Specified Asset Sale Prepayment Transfer, (C) that such offer is being made pursuant to Section 8.1(c), (D) the principal amount of each Note offered to be prepaid, (E) the interest that would be due on each Note offered to be prepaid, accrued to the Specified Asset Sale Prepayment Date, and (F) in reasonable detail, the nature of the Transfer giving rise to such Specified Asset Sale Prepayment Transfer and certifying that no Default or Event of Default exists or would exist after giving effect to the prepayment contemplated by such offer.

(v)Notice Concerning Status of Holders of Notes.  Promptly after each Specified Asset Sale Prepayment Date and the making of all prepayments contemplated on such Specified Asset Sale Prepayment Date under this Section 8.1(c) (and, in any event, within thirty (30) days thereafter), the Company shall deliver to each holder of Notes a certificate signed by a Senior Financial Officer of the Company containing a list of the then current holders of Notes (together with their addresses) and setting forth as to each such holder the outstanding principal amount of Notes held by such holder at such time.”

2.Incorporation by Reference of Covenants in the Credit Agreement (New Section 10.13).

A new Section 10.13 is hereby added to the Existing Note Purchase Agreement to follow immediately after Section 10.12 and to read as follows:

“10.13Incorporation by Reference of Covenants in the Credit Agreement.

(a)Incorporation by Reference

The text of each of the following sections listed in the grid below contained in the Credit Agreement is hereby incorporated by reference in this Section 10.13.  All capitalized terms used directly or indirectly in the Incorporated Covenants (as defined

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 below) and defined in the Credit Agreement are hereby incorporated by reference in this Agreement for the sole purpose of this Section 10.13 for the purpose of giving the same meaning to the Incorporated Covenants herein as are given to such Incorporated Covenants in the Credit Agreement (the text of the three sections listed in the grid below, together with all such capitalized terms and other terms that bear on the meaning of such text, shall be referred to collectively as the “Incorporated Covenants”).

Section (of the Credit Agreement)	Title
7.2.17	Maximum Total Indebtedness to EBITDA Ratio
7.2.21	Minimum Consolidated Adjusted EBITDA

(b)Waivers of, or Amendments to, Incorporated Covenants.

In the event of any waiver of any Incorporated Covenant by the parties to the Credit Agreement after the Second Amendment Effective Date, such waiver shall not be effective as a waiver of such Incorporated Covenant hereunder.  In the event of any amendment, modification or other change to any Incorporated Covenant in the Credit Agreement (including any amendment, modification or change that has a direct or an indirect effect of changing an Incorporated Covenant) (collectively a “Credit Agreement Amendment”):

(1)the Company shall deliver written notice of such Credit Agreement Amendment to the holder of Notes within three (3) Business Days after the effective date thereof,

(2)such Credit Agreement Amendment shall not be effective hereunder and shall not apply to the provisions incorporated by reference herein unless the Required Holders shall in their sole discretion elect to incorporate by reference the changes made by the Credit Agreement Amendment into this Section 6.13 by written notice to the Company.

(c)Reporting of Compliance Under the Incorporated Covenants.

The Company shall deliver to the holder of Notes, simultaneously with its delivery to the holders of the Administrative Agent and Banks or other Persons under the Credit Agreement, copies of each certificate of a Senior Financial Officer delivered to such holder pursuant to the Credit Agreement and any other notices delivered to Administrative Agent or any Bank evidencing or addressing compliance (or failures of compliance) by the Company with the Incorporated Covenants.

3.The last sentence of Section 17.1 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“None of the Collateral shall be released, and none of the Financing Documents shall be amended to provide for any such release or the release of any Subsidiary

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Guarantor from its obligations under the Subsidiary Guaranty or any other Financing Document to which any such Subsidiary Guarantor is a party, without the consent of the holders of all outstanding Notes and so long as the Banks have agreed to such release, except as provided by the definition of “Security Event” and except for any such release or amendment in connection with an Asset Disposition as provided in Section 4(a)(2) of the Intercreditor Agreement, and the parties acknowledge that any assets sold pursuant to Section 10.7 (and in accordance with Section 4(a)(2) of the Intercreditor Agreement) are sold free and clear of, and the purchaser thereof does not assume any obligations of the seller to the holders of the Notes hereunder.”

4.The following definitions are hereby added to Schedule B of the Existing Note Purchase Agreement in their proper alphabetical order:

““Remnant Specified Asset Sale Prepayment Offer” is defined in Section 8.1(c)(ii).”

““Second Amendment Agreement” means that certain Amendment No. 2 to Note Purchase Agreement, dated as of November 3, 2004, by and among the Company and each of the Persons listed on Annex 1 thereto.”

““Second Amendment Effective Date” means the “Effective Date” as defined in the Second Amendment Agreement.”

““Specified Asset Sale Ratable Portion” means, for any Note in connection with any Specified Asset Sale an amount equal to the product of (a) the Net Proceeds Amount of such Specified Asset Sale multiplied by (b) a fraction the numerator of which is the outstanding principal amount of such Note and the denominator of which is the aggregate principal amount of all Notes.

““Specified Asset Sales” means, either, (i) the sale of TriWestern Metals Company, or (ii) the sale or divestiture of the operations of any one or more of Triumph Engineered Solutions, Inc., Triumph Turbine Services, Inc. and Triumph Air Repair (Europe) Limited, provided, however, with respect to Triumph Turbine Services, Inc. and Triumph Air Repair (Europe) Limited such sale or distribution shall only be a Specified Asset Sale if the aggregate Net Proceeds Amount with respect to the sale of each such Subsidiary exceeds $1,500,000.”

““Specified Asset Sale Prepayment Date” is defined in Section 8.1(c)(i).”

““Specified Asset Sale Prepayment Offer” is defined in Section 8.1(c)(i).”

5.The definition of “Consolidated EBITDA” in Schedule B of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

““Consolidated EBITDA” means, for any period of determination, Consolidated Net Income (before extraordinary items) for such period, plus (a)the amount of income tax expense, interest expense, depreciation and amortization expense deducted from earnings in determining such Consolidated Net Income, plus (b) for any period of

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determination that includes the fiscal quarter ended December 31, 2003 (including the computation made in connection with the acquisition of Rolls Royce Gear Systems, Inc.) nonrecurring non-cash charges resulting from the evaluation by the Company and certain of its Subsidiaries of current and future opportunities with the industrial gas turbine industry incurred in such fiscal quarter and deducted from earnings in determining Consolidated Net Income to the extent that the amount of such charges do not exceed $8,000,000, plus (c) the Permitted Non-Recurring Expense Adjustment (if such period of determination includes the fiscal quarters ending March 31, 2004, June 30, 2004, September 30, 2004 or December 31, 2004), plus (d) nonrecurring non-cash charges resulting from the sale of TriWestern Metals Company to the extent that the amount of such charges do not exceed $7,500,000 and to the extent such charges are taken on or prior to December 31, 2005.

6.The definition of “Consolidated Income Available for Fixed Charges” in Schedule B of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

““Consolidated Income Available for Fixed Charges” means, with respect to any period, Consolidated Net Income for such period plus all amounts deducted in the computation thereof on account of (a) Fixed Charges, (b) taxes imposed on or measured by income or excess profits, (c) for any period of determination that includes the fiscal quarter ended December 31, 2003 (including the computation made in connection with the acquisition of Rolls Royce Gear Systems, Inc.) nonrecurring non-cash charges resulting from the evaluation by the Company and certain of its Subsidiaries of current and future opportunities with the industrial gas turbine industry incurred in such fiscal quarter and deducted from earnings in determining Consolidated Net Income to the extent that the amount of such charges do not exceed $8,000,000, (d) the Permitted Non-Recurring Expense Adjustment (if such period of determination includes the fiscal quarters ending March 31, 2004, June 30, 2004, September 30, 2004 or December 31, 2004), (e) nonrecurring non-cash charges resulting from the sale of TriWestern Metals Company to the extent that the amount of such charges do not exceed $7,500,000 and to the extent such charges are taken on or prior to December 31, 2005.

7.The definition of “Credit Agreement” and “Debt Prepayment Application in Schedule B of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

““Credit Agreement” means that certain Amended and Restated Credit Agreement, dated October 16, 2000, among the Company and PNC Bank, National Association, in its capacity as Administrative Agent and lender, and each of the Banks party thereto from time to time, as heretofore amended and as may be further amended from time to time.”

““Debt Prepayment Application” means, with respect to any Transfer of property (other than a Specified Asset Sale), the application by the Company or its Subsidiaries of cash in an amount equal to the Net Proceeds Amount with respect to such Transfer to pay Senior Funded Debt (other than Senior Funded Debt owing to the

A-5

Company, any of its Subsidiaries or any Affiliate and Senior Funded Debt in respect of any revolving credit or similar credit facility providing the Company or any of its Subsidiaries with the right to obtain loans or other extensions of credit from time to time, except to the extent that in connection with such payment of Senior Funded Debt the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Senior Funded Debt), provided that, prior to making such payment of Senior Funded Debt, the Company or its Subsidiaries shall apply the cash portion of any proceeds received at the time of such Transfer to Senior Funded Debt secured by Liens on property of the Company or any Subsidiary up to an amount equal to, but not in excess of, the Fair Market Value of the property subject to such Lien, provided further that in the course of making such application the Company shall prepay each outstanding Note in accordance with Section 8.2 in a principal amount which, when added to the Make-Whole Amount applicable thereto, equals the Ratable Portion for such Note.”

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 OF

THE SECURITIES AND EXCHANGE ACT OF 1934

I, Richard C. Ill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Triumph Group, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)  and 15d-15(e)) for the registrant and  have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter  that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of  the registrant’s board of directors:

a) all significant deficiencies and material weaknesses in the design or operation of internal controls  over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 8, 2005
	/s/ Richard C. Ill
	Richard C. Ill, President & Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 OF

THE SECURITIES AND EXCHANGE ACT OF 1934

I, John R. Bartholdson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Triumph Group, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter  that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) all significant deficiencies and material weaknesses in the design or operation of internal controls  over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 8, 2005
	/s/ John R. Bartholdson
	John R. Bartholdson, Senior Vice President, Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Triumph Group, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard C. Ill, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Richard C. Ill
	Richard C. Ill
	President and Chief Executive Officer
	February 8, 2005

A signed original of this written statement required by Section 906 has been provided to Triumph Group, Inc. and will be retained by Triumph Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Triumph Group, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John R. Bartholdson, Senior Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ John R. Bartholdson
	John R. Bartholdson
	Senior Vice President, Chief Financial Officer and Treasurer
	February 8, 2005

A signed original of this written statement required by Section 906 has been provided to Triumph Group, Inc. and will be retained by Triumph Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.