TRIUMPH GROUP, INC. AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT DATED AS OF APRIL 21, 2004 $80,000,000 SERIES A SENIOR NOTES DUE DECEMBER 2, 2012 $70,000,000 SERIES B SENIOR NOTES DUE DECEMBER 2, 2012

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EXHIBIT 10.14

Execution Version

TRIUMPH GROUP, INC.

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

DATED AS OF APRIL 21, 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

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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. 1 TO NOTE PURCHASE AGREEMENT

        As of April 21, 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 6.06% Series A Senior Notes due December 2, 2012 (such Notes as in effect immediately prior to giving effect to the amendments provided for by this Agreement, collectively, the " Existing Series A Notes " and, as amended by this Agreement and as may be further 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 5.59% Series B Senior Notes due December 2, 2012 (such Notes as in effect immediately prior to giving effect to the amendments provided for by this Agreement, collectively, the " Existing Series B Notes " and, as amended by this Agreement and as may be further 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, between the Company and each of the purchasers named in Schedule A thereto (as in effect immediately prior to giving effect to the amendments provided for by this Agreement, collectively, the " Existing Note Purchase Agreement " and, as may be amended pursuant to this Agreement and as may be further amended, restated or otherwise modified from time to time, collectively, the " Note Purchase Agreement "). The Existing Series A Notes and the Existing Series B Notes are collectively referred to herein as the " Existing Notes " and 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 Section 6.1 hereof.

        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.

2.     REQUEST FOR CONSENT TO AMENDMENTS

        The Company hereby requests that each of the Current Noteholders agree to the amendments (the " Amendments ") to the Existing Note Purchase Agreement and the Existing Notes 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 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 the Security Documents to which it is a party and to perform its obligations under the Financing Documents.

3.3.  Legal and Authorized; Obligations are Enforceable.

        (a) Legal and No Conflict . The execution and delivery by each of the Company and the Subsidiary Guarantors of this Agreement and the Intercompany Subordination Agreement and the execution and delivery by each of the Company and the Domestic Subsidiary Guarantors of the Security Documents to which it is a party and the compliance by each of the Company and the Subsidiary Guarantors 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 under the provisions of,

        (i) the charter documents or any other material agreement to which the Company or any of the Subsidiary Guarantors 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 of the Subsidiary Guarantors.

        (b) Obligations of Company are Enforceable . The execution and delivery of each of this Agreement and the Security Documents to which the Company is a party has been duly authorized by all necessary action on the part of the Company, and each of this Agreement and such Security Documents 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 is a party constitutes a legal, valid and binding obligation of the Company, enforceable against the Company 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.

        (c) Obligations of Subsidiaries are Enforceable . Each Subsidiary Guarantor has duly authorized by necessary action the execution and delivery of each of this Agreement and the Security Documents to which such Subsidiary Guarantor is a party and has executed and delivered this Agreement and such Security Documents by one or more duly authorized officers of such Subsidiary Guarantor, and each of the Financing Documents to which a Subsidiary Guarantor is a party constitutes a legal, valid and binding obligation of such Subsidiary Guarantor, enforceable

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against such Subsidiary Guarantor (subject to the limit on the enforceability of the Security Documents as provided in the Amendments) 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 and the Security Documents, 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.  Ownership of Subsidiaries.

        Annex 2 hereto correctly sets forth the name of each Subsidiary, its jurisdiction of incorporation, the percentage of its Capital Stock owned by the Company and each other Subsidiary and whether it is a Material Subsidiary.

3.6.  Title to Properties.

        (a) General. The Company and its Subsidiaries have good and sufficient title to their respective Material properties, including all such properties reflected in the most recent balance sheet of the Company delivered pursuant to the provisions of Section 7.1 of the Existing Note Purchase Agreement or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business) in each case free and clear of Liens (other than Permitted Liens), except for such failures to have good title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect.

        (b) Intellectual Property

        (i) each of the Company and its Subsidiaries owns or possesses all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse Effect;

        (ii) to the best knowledge of the Company, no product of the Company or any Subsidiary infringes in any material respect any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person; and

        (iii) to the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of the Subsidiaries with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Company or any of the Subsidiaries.

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3.7.  Governmental Consent.

        Neither the nature of the Company or any Subsidiary, or of any of their respective businesses or Properties, nor any relationship between the Company or any Subsidiary and any other Person, nor any circumstance in connection with the execution and delivery of this Agreement and the Security Documents by the Company and the Subsidiary Guarantors, or the performance by the Company and the Subsidiary Guarantors of their respective 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 or any Subsidiary Guarantor in connection with the execution and delivery of this Agreement and the Security Documents or the performance by each of the Company and the Subsidiary Guarantors of its obligations under the Financing Documents to which it is a party (other than the filing of the UCC Financing Statements with the appropriate Governmental Authorities).

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

        (a) 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.

        (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.

3.9.  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.

3.10. Intent.

        Neither the Company nor any Subsidiary Guarantor is entering into the transactions contemplated by this Agreement and the Security Documents with any intent to hinder, delay or defraud either current creditors or future creditors of the Company or any Subsidiary Guarantor.

3.11. Subsidiary Guaranty.

        After giving effect to the execution and delivery of the Joinder Agreements described in Section 5.12 hereof and the Fourth Amendment of the Credit Agreement, there are no Subsidiaries that, in accordance with Section 9.7 of the Existing Note Purchase Agreement, should have become Subsidiary Guarantors, but have not executed and delivered the requisite documents, as required by such Section 9.7, to become Subsidiary Guarantors. All Subsidiaries are listed on Annex 2 hereto.

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3.12. Collateral Representations.

        (a) Exhibit 3.12(a) sets forth the exact legal name of each of the Company and the Domestic Subsidiary Guarantors (collectively, the " Obligors ") as such name appears on its respective Certificate or Articles of Incorporation or Organization, as the case may be, and such Obligor's mailing address, place of business (if different than such mailing address), type of organization, jurisdiction of organization and state issued organizational identification number.

        (b) Exhibit 3.12(b) sets forth a list of all other names (including trade names or similar appellations) used by each Obligor, or any other business or organization to which such Obligor became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five years and the information required by Subsection (a) of this Section 3.12 with respect to such business or organization.

        (c) Exhibit 3.12(c) sets forth the names and addresses of all Persons other than the Obligors that have possession or are intended to have possession of any property of any Obligor consisting of instruments, chattel paper, inventory or equipment.

        (d) Exhibit 3.12(d) sets forth the information required by Section 9-502(b) of the Uniform Commercial Code of each state in which any of the property of the Obligors consisting of fixtures are or are to be located.

        (e) Upon the execution and delivery of the Security Documents, as contemplated by Section 4.2, all of the representations and warranties of any of the Obligors set forth in this Section 3.12 and in each of such Security Documents are true and correct.

3.13. Existing Indebtedness and Liens.

        Annex 3(a) to this Agreement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries a