Exhibit 10.2


 


FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


This FIFTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT (“Fifth Amendment”) dated as of July 10,
2008 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 OF PENNSYLVANIA, in its capacity as
documentation agent for the Banks under such agreement (herein referred to in
such capacity as the “Documentation Agent”) and each of MANUFACTURERS
AND TRADERS TRUST COMPANY and JPMORGAN CHASE BANK, N.A., each in its capacity
as Managing Agent for the Banks under such agreement (hereinafter referred to
in such capacity as the “Managing Agent”); and PNC BANK, NATIONAL
ASSOCIATION; BANK OF AMERICA, N.A.; CITIZENS BANK OF PENNSYLVANIA;
MANUFACTURERS AND TRADERS TRUST COMPANY; NATIONAL CITY BANK; JPMORGAN CHASE
BANK, N.A.; SOVEREIGN BANK; BRANCH BANKING AND TRUST COMPANY; TRISTATE CAPITAL
BANK AND LASALLE BANK NATIONAL ASSOCIATION as the Banks.


 


Reference is made to the
Amended and Restated Credit Agreement dated as of July 27, 2005, by and
among the Borrower, the Banks, the Administrative Agent, the Syndication Agent,
the Documentation Agent and the Managing Agents, as amended pursuant to that
First Amendment To Amended And Restated Credit Agreement dated as of September 18,
2006, as amended pursuant to that Second Amendment to Amended and Restated
Credit Agreement dated as of October 20, 2006, as amended pursuant to that
Third Amendment to Amended and Restated Credit Agreement dated as of December 22,
2006, and as amended pursuant to that Fourth Amendment to Amended and Restated
Credit Agreement dated as of October 15, 2007 (as so amended, the “Credit
Agreement”).  (Capitalized terms used
herein not otherwise defined shall have the meanings provided for in the Credit
Agreement.)


 


The Borrower, the Banks and the
Agents have agreed that the Credit 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 Credit Agreement.


 


(a)                                  Section 1.1.
of the Credit Agreement is hereby amended as follows:


 


(i)                         The
following defined term shall be added to Section 1.1:


 


“Fifth Amendment means
the Fifth Amendment to Amended and Restated Credit Agreement dated as of July 10,
2008, by and among the parties hereto, amending this Agreement.”


 

















 


(ii)                      The
definition of “Indebtedness” in Section 1.1 is hereby amended by
adding the following to the end of such definition:


 


“Without limiting the
generality of the foregoing, Indebtedness of the Borrower and its Subsidiaries,
determined on a consolidated basis, shall include, without duplication and
without limitation, the obligations of the Borrower and/or its Subsidiaries
(including without limitation, the SP Sub) under the Transaction Documents (as
defined in the Receivables Purchase Agreement); provided however
that the provisions of this sentence shall apply solely for purposes of
calculation of financial covenants set forth in this Agreement.”


 


(iii)                   The
existing definition of “Material Subsidiary” is hereby deleted and
replaced with the following:


 


“Material Subsidiary
means any Subsidiary of the Borrower with respect to which either (i) the
aggregate Investment by the Borrower and the Guarantors in such Subsidiary
exceeds $10,000,000.00, or (ii) the percentage of Consolidated Adjusted
EBITDA over the most recent four (4) quarters then ended attributable to
such Subsidiary is greater than 5% of Consolidated Adjusted EBITDA over the
same period, provided  however that, notwithstanding the
foregoing, so long as the SP Sub owns no assets other than trade accounts
receivable, related rights, related lock-box bank accounts and proceeds thereof
and sufficient other assets that, when added to the foregoing, enables it to
satisfy the minimum tangible net worth test set forth in the Receivables
Purchase Agreement and any other assets that are necessary or appropriate for
the SP Sub to maintain an arm’s-length relationship with the Borrower and Guarantors,
the SP Sub shall not be a Material Subsidiary while the Receivables Facility
remains in place.”


 


(iv)                  The
existing definition of “Permitted Liens” is hereby amended by deleting
the “.” at the end of clause (xii) of such definition and adding the following:


 


“ ; and


 


(xiii) Liens on the Pool Assets
granted by the SP Sub and the Liens granted by the Originators on the
Receivables and the Related Rights in accordance with the Receivables Purchase
and Sale Agreement, in each case in connection with the Receivables Facility.”


 


(v)                     The
following defined term shall be added to Section 1.1:


 


“Pool Assets has the
meaning given to such term in the Receivables Purchase Agreement.”


 


2

















 


(vi)                  The
following defined term shall be added to Section 1.1:


 


“Receivables Facility
means the receivables financing facility structured by PNC Capital Markets LLC
and administered by PNC Bank and intended to close on or about the date of the
Fifth Amendment, evidenced by the Receivables Purchase Agreement and the other
Transaction Documents (as defined in the Receivables Purchase Agreement)
whereby the Borrower and certain of its Subsidiaries (collectively, with the
Borrower, the “Originators”) from time to time shall sell, transfer,
convey, assign or contribute the Receivables (as defined in the Receivables
Purchase Agreement) and the Related Rights (as defined in the Receivable
Purchase and Sale Agreement) to the SP Sub, which, in turn, shall sell
undivided variable percentage interests in the Purchased Interests (as defined
in the Receivables Purchase Agreement) to the Purchasers (as defined in the
Receivables Purchase Agreement).”


 


(vii)               The
following defined term shall be added to Section 1.1:


 


“Receivables Performance
Guaranty means the Performance Guaranty executed by the Borrower on or
about the date of the Fifth Amendment, as a performance guarantor, in favor of
PNC Bank, as the Administrator under the Receivables Facility, as the same may
be amended, supplemented, restated or otherwise modified from time to time.”


 


(viii)            The
following defined term shall be added to Section 1.1:


 


“Receivables Purchase
Agreement means that certain Receivables Purchase Agreement, dated on or
about the date of the Fifth Amendment, among the SP Sub, the Borrower, as the
Servicer thereunder, PNC Bank, as the Administrator thereunder, and the
Purchasers, as the same may be amended, supplemented, restated or otherwise
modified from time to time.”


 


(ix)                    The
following defined term shall be added to Section 1.1:


 


“Receivables Purchase and
Sale Agreement that certain Purchase and Sale Agreement, dated on or about
the Fifth Amendment, amount the SP Sub, the Originators and the Borrower, as
the initial Servicer thereunder, as the same may be amended, supplemented,
restated or otherwise modified from time to time.”


 


(x)                       The
following defined term shall be added to Section 1.1:


 


“SP Sub means Triumph
Receivables, LLC, a wholly owned, bankruptcy remote Subsidiary of the Borrower.”


 


3

















 


(b)                                 Section 5.1.23
of the Credit Agreement is hereby amended by deleting clause (i) thereof
and replacing it with the following:


 


“(i) its Obligations under
this Agreement, the Notes and the other Loan Documents shall be senior to, or
pari passu with, any outstanding Indebtedness, and ”


 


(c)                                  Section 7.2.1.1
of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


“7.2.1.1         General Covenant:


 


Other than (a) the
Indebtedness under the Loan Documents, and (b) Indebtedness of the SP Sub
(but only the SP Sub) incurred in connection with the Receivables Facility up
to a maximum principal amount of $125,000,000.00 (or such greater amount that
may be approved in writing by the Required Banks), the Borrower shall not, and
shall not permit any of its Subsidiaries to, at any time create, incur, assume
or suffer to exist


 


(i) any secured
Indebtedness, except, subject to Section 7.2.1.2 [Limitation on Aggregate
Amount], for Indebtedness secured by Permitted Liens; or


 


(ii) any unsecured
Indebtedness, except, subject to Section 7.2.1.2 [Limitation on Aggregate
Amount], for:


 


                                                (y) notes
issued in favor of the seller as consideration for an acquisition permitted
under Section 7.2.6(ii) hereof; provided that: (A) the
Indebtedness evidenced by such notes is included in the consideration for such
acquisition, and (B) such notes are subordinated in all respects to the
Obligations in a manner satisfactory to the Administrative Agent; provided,
further, that such notes may be repaid in accordance with their terms at
or before the Expiration Date so long as no Event of Default or Potential
Default then exists or will result from such payment, and


 


                                                (z) other
unsecured Indebtedness; provided that (A) the Obligations under
this Agreement, the Notes and each of the other Loan Documents rank at least pari
passu in priority of payment with such unsecured Indebtedness and (B) no
Event of Default or Potential Default then exists nor will result from
incurring such unsecured Indebtedness.”


 


(d)                                 Section 7.2.1.2
of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


4

















 


“7.2.1.2         Limitation on
Aggregate Amount.


 


The sum of the
outstanding principal amount of (A) all Indebtedness of Subsidiaries
(other than the SP Sub), including Guaranties (other than the Guaranty and
Suretyship Agreement executed in connection herewith), plus (B) secured
Indebtedness of the Borrower shall not at any time exceed 20% of Consolidated
Net Worth as of each quarter end, and with respect to any determinations of
this covenant within a fiscal quarter as of the end of the immediately
preceding fiscal quarter.”


 


(e)                                  Section 7.2.3
of the Credit Agreement is hereby amended by deleting the “.” from the end
thereof and adding the following:


 


“; and


 


(vi)                              the
Receivables Performance Guaranty.”


 


(f)                                    Section 7.2.4
of the Credit Agreement is hereby amended by deleting clause (v) thereof
and replacing it with the following:


 


“(v)  Investments in (a) the SP Sub, and (b) Joint
Ventures and Subsidiaries which are not Loan Parties, (other than SP Sub), provided
that (1) aggregate amount of Investments in Joint Ventures and
Subsidiaries described in this clause (b) shall not at any time exceed
$20,000,000.00, and (2) the aggregate amount of Investments in Joint
Ventures shall not at any time exceed $10,000,000.00; and ”


 


(g)                                 Section 7.2.7
of the Credit Agreement is hereby amended by deleting the “.” at the end of the
clause (vii) thereof, and replacing it with the following:


 


“; and


 


(viii)                        to
the extent done as part of the Receivables Financing, the sale, contribution,
transfer, conveyance or assignment of Receivables and Related Rights by the
Borrower and its Subsidiaries to the SP Sub and the sale by the SP Sub of
individual variable percentage interests in the Purchased Interests to the
Purchaser.”


 


(h)                                 Section 7.2.8
of the Credit Agreement is hereby deleted and replaced with the following:


 


“7.2.8                  Affiliate
Transaction.


 


Except for the Borrower and its Subsidiaries entering into, and
performing their obligations under, the Receivables Purchase Agreement and the
other Transaction Documents, the Borrower shall not, and shall not permit any
of its Subsidiaries to, enter into or carry out any transaction (including
purchasing property or services from or selling property or services to any 


 


5

















 


Affiliate of the Borrower or other Person, but excluding transactions
exclusively among Loan Parties) unless such transaction is not otherwise
prohibited by the Agreement, is entered into in the ordinary course of business
upon fair and reasonable arm’s-length terms and conditions and is in accordance
with all applicable Law.  The payment of
customary directors’ fees shall not be considered a prohibited Affiliate
transaction.”


 


(i)                                     Section 8.1.5
of the Credit Agreement is hereby deleted and replaced with the following:


 


“8.1.5                  Defaults
in Other Agreement or Indebtedness.


 


(a)                                  A
default or event of default shall occur at any time under the terms of any
other agreement involving borrowed money or the extension of credit or any
other Indebtedness under which the Borrower or Subsidiary of the Borrower may
be obligated as a borrower or guarantor in excess of $2,500,000 in the aggregate,
and such breach, default or event of default consists of the failure to pay
(beyond any period of grace permitted with respect thereto, whether waived or
not) any Indebtedness when due (whether at stated maturity, by acceleration or
otherwise) or if such breach or default permits or causes the acceleration of
any Indebtedness (and such right shall not have been waived) or the termination
of any commitment to lend, or (b) without limiting the foregoing, there
occurs any “Event of Default” under the Senior Note Purchase Agreements, or (c) without
limiting the foregoing, there occurs any default or event of default under the
Convertible Debt Documents, or (d) without limiting the foregoing, the
Receivables Facility is terminated prior to maturity as a result of a breach,
default, event of default, or Termination Event (as defined in the Receivables
Purchase Agreement);”


 


2.                                       Effectiveness of Fifth Amendment.  This Fifth Amendment shall be effective on
the date upon which each of the following conditions precedent has been
satisfied.


 


(a)                                  Execution
of this Fifth Amendment.


 


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


 


(b)                                 Fees
and Expenses.


 


The Borrower shall have paid to
the Administrative Agent all fees and expenses due and payable, including fees
of the Administrative Agent’s counsel.


 


6

















 


(c)                                  Closing
under the Receivables Financing.


 


The Receivables Financing shall be
consummated and all material documentation required in connection therewith and
reviewed and found acceptable by the Administrative Agent shall have been
executed and delivered and shall become effective simultaneously with the
closing under this Fifth Amendment.


 


3.                                       Miscellaneous.


 


(a)                                  All
of the terms, conditions, provisions and covenants in the Notes, the Credit
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 Fifth Amendment and are hereby ratified and
confirmed.


 


(b)                                 This
Fifth 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 Fifth Amendment.


 


(d)                                 Each
and every one of the terms and provisions of this Fifth 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
Fifth 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 Fifth Amendment 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.


 


(h)                                 The
Borrower represents and warrants that all of the Persons required to be “Guarantors”
are in fact Guarantors, have become a party to the Guaranty and Suretyship
Agreement by executing and delivering to the Administrative Agent on behalf of
the Banks the guarantor joinder, and have executed this Fifth Amendment as of
the date hereof.


 


(i)                                     The
Loan Parties hereby represent and warrant to the Administrative Agent and the
Banks that after giving effect to this Fifth Amendment, (a) the
representations and warranties of the Loan Parties contained in the Credit
Agreement and the other Loan Documents are true and correct on and as of the
date hereof with the same force and effect as though made by the Loan Parties
on such date, except to the extent that any such representation or warranty
expressly relates solely to a previous date, and (b) the Loan Parties are
in compliance with all 


 


7

















 


terms, conditions, provisions, and covenants
contained in the Credit Agreement, as amended hereby and the other Loan
Documents.  This Fifth Amendment has been
duly executed by an authorized officer of each Loan Party.  The execution, delivery, and performance of
this Amendment have been duly authorized by all necessary corporate action,
require no governmental approval, and will neither contravene, conflict with,
nor result in the breach of any law, charter, articles, or certificate of
incorporation or organization, bylaws, operating agreement or other agreement
governing or binding upon any of the Loan Parties or any of their property.


 


[SIGNATURE
PAGE 1 OF 13 TO THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


IN WITNESS WHEREOF, the parties
hereto have caused this Fifth 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:

  	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
								



 


8

















 


[SIGNATURE PAGE 2 OF 13 TO THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  individually and as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


[SIGNATURE
PAGE 3 OF 13 TO THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  BANK OF AMERICA, N.A., individually

  and as Syndication Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


[SIGNATURE
PAGE 4 OF 13 TO THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  CITIZENS BANK OF PENNSYLVANIA,

  
	
   

  	
  individually
  and as Documentation Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 
















 


[SIGNATURE PAGE 5 OF 13 TO THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  MANUFACTURERS AND TRADERS

  
	
   

  	
  TRUST COMPANY, individually and as

  
	
   

  	
  Managing Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


[SIGNATURE PAGE 6 OF 13 TO THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  individually and as Managing Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


[SIGNATURE PAGE 7 OF 13 TO THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


[SIGNATURE PAGE 8 OF 13 TO THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  SOVEREIGN BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


[SIGNATURE PAGE 9 OF 13 TO THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  BRANCH BANKING AND TRUST

  
	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


[SIGNATURE PAGE 10 OF 13 TO THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  LASALLE BANK NATIONAL

  
	
   

  	
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


[SIGNATURE PAGE 11 OF 13 TO THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  TRISTATE CAPITAL BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


[SIGNATURE PAGE 12 OF 13 TO THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


 


	
   

  	
  ACCEPTED AND AGREED BY

  
	
   

  	
  GUARANTORS AS FOLLOWS:

  
	
   

  	
   

  
	
   

  	
  NU-TECH
  BRANDS, INC.

  
	
   

  	
  TRIUMPH
  BRANDS, INC.

  
	
   

  	
  TRIUMPH
  GROUP ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: President and
  Treasurer of each of the above

  named companies

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CONSTRUCTIONS
  BREVETEES D’ALFORTVILLE 

  SAS

  
	
   

  	
  TRIUMPH
  LOGISTICS-UK, LIMITED (f/k/a Triumph Aftermarket Services (Europe) Limited)

  
	
   

  	
  TRIUMPH
  CONTROLS (EUROPE) SAS

  
	
   

  	
  TRIUMPH
  INTERIORS LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:
  Director

  



 

















 


[SIGNATURE PAGE 13 OF 13 TO THE

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


	
   

  	
  GUARANTORS
  (cont.):

  
	
   

  	
   

  
	
   

  	
  TRIUMPH
  AEROSPACE SYSTEMS - NEWPORT NEWS, INC.

  
	
   

  	
  TRIUMPH
  ACCESSORY SERVICES - GRAND PRAIRIE, INC.

  
	
   

  	
  TRIUMPH
  FABRICATIONS - FORT WORTH, INC. (f/k/a Aerospace

  Technologies, Inc.)

  
	
   

  	
  CBA
  ACQUISITION, LLC

  
	
   

  	
  TRIUMPH
  FABRICATIONS - HOT SPRINGS, INC. (f/k/a Chem-Fab

  Corporation)

  
	
   

  	
  TRIUMPH
  PROCESSING, INC. (f/k/a DV Industries, Inc.)

  
	
   

  	
  TRIUMPH
  ACTUATION SYSTEMS - VALENCIA, INC. (f/k/a EFS

  Aerospace, Inc.)

  
	
   

  	
  TRIUMPH
  ACTUATION SYSTEMS, LLC (f/k/a Frisby Aerospace,

  LLC)

  
	
   

  	
  TRIUMPH
  ACTUATION SYSTEMS - CONNECTICUT, LLC (f/k/a

  HTD Aerospace, LLC)

  
	
   

  	
  HT
  PARTS, LLC

  
	
   

  	
  LAMAR
  ELECTRO-AIR CORPORATION

  
	
   

  	
  TRIUMPH
  AEROSPACE SYSTEMS - WICHITA, INC. (f/k/a Lee

  Aerospace, Inc.)

  
	
   

  	
  TRIUMPH
  STRUCTURES - KANSAS CITY, INC. (f/k/a Nu-Tech

  Industries, Inc.)

  
	
   

  	
  THE
  TRIUMPH GROUP OPERATIONS, INC.

  
	
   

  	
  TRIUMPH
  AEROSPACE SYSTEMS GROUP, INC.

  
	
   

  	
  TRIUMPH
  AFTERMARKET SERVICES GROUP, INC.

  
	
   

  	
  TRIUMPH
  AIRBORNE STRUCTURES, INC.
  (formerly Airborne

  Nacelle Services, Inc.)

  
	
   

  	
  TRIUMPH AVIATIONS, INC.

  
	
   

  	
  TRIUMPH
  FABRICATIONS - SAN DIEGO, INC. (f/k/a Triumph

  Components - San Diego, Inc.)

  
	
   

  	
  TRIUMPH
  COMPOSITE SYSTEMS, INC.

  
	
   

  	
  TRIUMPH
  CONTROLS, LLC (f/k/a Triumph Controls, Inc.)

  
	
   

  	
  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.)

  
	
   

  	
  TRIUMPH ENGINEERING
  SERVICES, INC.

  
	
   

  	
  TRIUMPH
  GEAR SYSTEMS, INC.

  
	
   

  	
  TRIUMPH
  GEAR SYSTEMS - MACOMB, INC. (formerly ACR

  Industries, Inc.)

  
	
   

  	
  TRIUMPH
  GROUP ACQUISITION HOLDINGS, INC.

  
	
   

  	
  TRIUMPH
  INSTRUMENTS, INC. (f/k/a Triumph/JDC Company)

  
	
   

  	
  TRIUMPH
  PRECISION CASTINGS CO.

  
	
   

  	
  TRIUMPH
  STRUCTURES - LOS ANGELES, INC. (formerly Hydro-

  Mill Co. and successor by merger to Ralee Engineering Co.)

  
	
   

  	
  TRIUMPH
  THERMAL SYSTEMS, INC.

  
	
   

  	
  TRIUMPH
  TURBINE SERVICES, INC.

  
	
   

  	
  TRIUMPH
  STRUCTURES - WICHITA, INC.

  
	
   

  	
  TRIUMPH
  INTERIORS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: Vice
  President and Treasurer of each of the above

  named companies