Annexes & Exhibits

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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. 3 TO NOTE PURCHASE AGREEMENT

As of May 3, 2005

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 (i) that certain Amendment No. 1 to Note Purchase Agreement, dated as of April 21, 2004  and (ii) that certain Amendment No. 2 to Note Purchase Agreement, dated as of November 3, 2004 (as in effect immediately prior to giving effect to the Amendment 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 Amendment contemplated by this Agreement.

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 AMENDMENT.

The hereby requests that each of the Current Noteholders agree to the amendment (the “ Amendment ”) 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 Amendment, 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 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

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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 Amendment, 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 with respect to the matter Eaton Corp, et al v Frisby, et al and the related investigation by the Department of Justice, as disclosed in the Company’s Current Report on Form 8-K dated July 14, 2004, and any quarterly or current report dated prior to the Effective Date, filed by the Company with the with the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934, as amended, and the regulations promulgated there under, 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