EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐	Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall

Minneapolis, Minnesota

55402

(Address of principal executive offices)

(Zip Code)

George J. Rayzis

U.S. Bank National Association

50 South 16^th Street, Suite 2000

Philadelphia, PA 19102

(215) 761-9317

(Name, address and telephone number of agent for service)

Triumph Group, Inc.

(Issuer with respect to the Securities)

Delaware

51-0347963

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

899 Cassatt Road, Suite 210

Berwyn, Pennsylvania

19312

(Address of Principal Executive Offices)

(Zip Code)

Debt Securities

Guarantees of Debt Securities

(Title of the Indenture Securities)

TABLE OF CO-REGISTRANTS

The following direct and indirect subsidiaries of registrant may guarantee the debt securities and are co-registrants under this registration statement.


Exact Name of Registrant as Specified in its Charter	State of Incorporation or Organization	I.R.S. Employer Identification Number
Nu-Tech Brands, Inc.	Delaware		23-2990482
Triumph Brands, Inc.	Delaware		23-2974847
Triumph Group Acquisition Corp.	Delaware		23-2974848
Triumph Integrated Aircraft Interiors, Inc.	Delaware		20-8646648
Triumph Insulation Systems, LLC	Nevada		88-0351614
Triumph Accessory Services—Grand Prairie, Inc.	Delaware		20-8227096
Triumph Actuation Systems—Valencia, Inc.	Delaware		23-3087691
Triumph Actuation Systems, LLC	Delaware		51-0347968
Triumph Actuation Systems—Connecticut, LLC	Delaware		23-2985939
HT Parts, L.L.C.	Delaware		02-0593102
Triumph Structures—Kansas City, Inc.	Missouri		43-0996699
Triumph Aerospace Systems Group, LLC	Delaware		20-0701219
Triumph Aftermarket Services Group, LLC	Delaware		20-0701287
Triumph Airborne Structures, LLC	Arkansas		71-0781909
Triumph Aviations Inc.	Pennsylvania		23-3101288
Triumph Composite Systems, Inc.	Delaware		55-0803321
Triumph Controls, LLC	Delaware		23-2831481
Triumph Engineered Solutions, Inc.	Delaware		13-3869941
Triumph Engineering Services, Inc.	Delaware		23-3086299
Triumph Gear Systems, Inc.	Delaware		54-1840009
Triumph Gear Systems—Macomb, Inc.	Michigan		38-2180514
Triumph Group Acquisition Holdings, Inc.	Delaware		23-3075463
Triumph Thermal Systems, LLC	Delaware		05-0567797
Triumph Turbine Services, Inc.	Delaware		23-3072034
Triumph Structures—Wichita, Inc.	Delaware		20-4449110
Triumph Fabrications—Orangeburg, Inc. (f/k/a Triumph Fabrications—St. Louis, Inc.)	Illinois		37-1291831
VAC Industries, Inc.	Delaware		52-1784782
Triumph Aerostructures, LLC	Delaware		27-2570489
Triumph Aerostructures Holdings, LLC	Delaware		27-2891121
Triumph Engine Control Holdings, Inc.	Delaware		46-2717921
Triumph Engine Control Systems, LLC	Delaware		46-1826747
Triumph Investment Holdings, Inc.	Nevada		26-3094119
Triumph Actuation Systems—Yakima, LLC	Delaware		46-5718307
Triumph Aerostructures—Tulsa, LLC	Delaware		36-4797012
Triumph Thermal Systems—Maryland, Inc.	Delaware		52-1887708
The Triumph Group Operations, Inc.	Delaware		51-0347964
Triumph Instruments—Burbank, Inc.	Delaware		20-8646590
The Mexmil Holding Company, LLC	California		33-0795911
Triumph Group Acquisition Financing, LLC	Delaware		46-3601744
Triumph Group Holdings—Mexico, LLC	Delaware		26-4831221


Triumph Group Investment—Mexico, LLC	Delaware	26-4831077
Triumph Instruments, Inc.	Delaware	23-2884213
Triumph Metals Company	Delaware	52-2229250
Triumph Precision Casting Co.	Delaware	23-3047800
Triumph Real Estate—Mexico, LLC	Delaware	27-1065526

The address and telephone number of the principal executive offices for all of the subsidiaries is the same as for the Triumph Group, Inc. and the agent for service at such address is the same as for Triumph Group, Inc.

FORM T-1

Item 1.

GENERAL INFORMATION. Furnish the following information as to the Trustee.

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.

AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.

LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

A copy of the Articles of Association of the Trustee.*

A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

A copy of the existing bylaws of the Trustee.**

A copy of each Indenture referred to in Item 4. Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of March 31, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Philadelphia, State of Pennsylvania on the 11th of June, 2020.


By:		/s/ George J. Rayzis
		George J. Rayzis
		Vice President

Exhibit 2

LOGO

CERTIFICATE OF CORPORATE EXISTENCE

I, Joseph Otting, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

IN TESTIMONY WHEREOF, today,

February 24, 2020, I have hereunto

subscribed my name and caused my seal

of office to be affixed to these presents at

the U.S. Department of the Treasury, in

the City of Washington, District of

Columbia

Comptroller of the Currency

Exhibit 3

LOGO

CERTIFICATE OF FIDUCIARY POWERS

I, Joseph Otting, Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC I, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

IN TESTIMONY WHEREOF, today,

December 10, 20 19, I have hereunto

subscribed my name and caused my seal of

office to be affixed to these presents at the

U.S. Department of the Treasury, in the City

of Washington, District of Columbia.

Comptroller of the Currency

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: June 11, 2020


By:		/s/ George J. Rayzis
		George J. Rayzis
		Vice President

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2020

($000’s)


	3/31/2020
Assets
Cash and Balances Due From Depository Institutions	$	46,699,020
Securities		122,149,987
Federal Funds		2,807
Loans & Lease Financing Receivables		316,711,655
Fixed Assets		9,075,777
Intangible Assets		12,477,802
Other Assets		26,012,043

Total Assets	$	533,129,091

Liabilities
Deposits	$	405,823,094
Fed Funds		1,428,527
Treasury Demand Notes		0
Trading Liabilities		1,392,214
Other Borrowed Money		55,078,404
Acceptances		0
Subordinated Notes and Debentures		3,850,000
Other Liabilities		14,338,298

Total Liabilities	$	481,910,537

Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		36,132,907
Minority Interest in Subsidiaries		800,532

Total Equity Capital	$	51,218,554

Total Liabilities and Equity Capital	$	533,129,091