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

  



 


i





















 


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


 


2





















 


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.


 


3





















 


(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:


 


4





















 


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,”


 


6





















 


 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.]


 


7





















 


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


 


A-1





















 


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:


 


“10.13               Incorporation 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


 


A-2





















 


 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


 


A-3





















 


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


 


A-4





















 


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.”


 


A-6