Exhibit 10.2 - Modification No. 4




Exhibit 10.2

Modification No. 4

Regarding

Amended and Restated Loan Agreement 

Among

Certain Lenders,

HSBC Bank USA, National Association, As Agent

And

MOOG INC.


        This Modification No. 4 dated as of April 13, 2005
("Modification") to the Amended and Restated Loan Agreement dated as of March 3,
2003, as modified by Modification Nos. 1, 2 and 3 thereto dated as of August 6,
2003, March 5, 2004 and December 17, 2004 ("Agreement") is entered into by and
among MOOG INC., a New York business corporation ("Moog Inc."), MOOG
COMPONENTS GROUP INC., a New York business corporation (individually "Moog
Components" and together with Moog Inc., the "Borrower"), certain lenders which
are currently parties to the Agreement ("Lenders"), and HSBC BANK USA,
NATIONAL ASSOCIATION, as agent for the Lenders ("Agent").


RECITALS


        A. Moog Inc. has informed the Agent and the Lenders of its
intention to reorganize its European operations in order to create more
flexibility in structuring future acquisitions and achieve certain tax benefits.
Towards that end, Moog Inc. is proposing to take the following actions
(collectively, the "2005 European Reorganization Plan"):





    	 	


            (i)        
    The formation of two New York limited liability companies named Moog Europe
    Holdings I LLC and Moog Europe Holdings II LLC (collectively, the "New York
    Partners") as holding companies to be wholly owned by Moog Inc. and to be
    the partners, along with Moog Inc. of Moog Europe SCS (as defined below).

        
	 	
    

        
	 	
            (ii)        
    The conversion of the existing Directly Owned Foreign Subsidiary formed
    under the laws of Spain named Moog Europe Holdings, S.L. into a partnership
    named Moog Europe Holdings v Cia SCS ("Moog Europe SCS") and the transfer of
    ten shares of Moog Inc.'s existing ownership interests therein to the New
    York Partners ("New York Transfer").

        
	 	
    

        
	 	
            (iii)        
    The formation of an entity under the laws of Ireland to be named Moog
    International Services Centre Ireland Ltd. ("Irish IFSC") and the transfer
    of Moog Inc.'s ownership interests in the existing Directly Owned Foreign
    Subsidiary formed under the laws of the United Kingdom named Moog IFSC, Ltd.
    ("Existing IFSC") to Irish IFSC and the subsequent transfer of Moog Inc.'s
    ownership interests in Irish IFSC to Moog 

        




 

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	 	Europe SCS and the subsequent liquidation of the Existing
    IFSC (collectively, the "Irish Transfer").
	 	
    

    
	 	
            (iv)        
    The borrowing by Moog Europe SCS of approximately 111 Million Euros from
    Moog Inc. (the "Moog Europe SCS Loan") and the investment by Moog Europe SCS
    of such amount into Irish IFSC as a capital contribution. The Moog Europe
    SCS Loan shall be financed by Moog Inc. from borrowings under the Revolving
    Loan facility in the Agreement.

    
	 	
    

    
	 	
            (v)        
    The borrowing by the existing Foreign Subsidiary, Moog Holding GmbH of the
    Moog Europe SCS Loan amount from Irish IFSC and the issuance of an
    intercompany note by Moog Holding GmbH in favor of Irish IFSC ("German
    Note") and Moog Holding GmbH's use of such proceeds to pay off its existing
    approximately 111 Million Euro obligation to Moog Europe SCS, with Moog
    Europe SCS subsequently repaying its 111 Million Euro obligation to Moog
    Inc. at (iv) above.

    
	 	
    

    
	 	
            (vi)        
    The formation by Moog Europe SCS of an entity under the laws of Germany
    named MOOG Verwaltungs GmbH ("German Partner") which will be the general
    partner of Moog KG (as defined below).

    
	 	
    

    
	 	
            (vii)       
    The conversion of the existing Foreign Subsidiary, Moog Holding GmbH, formed
    under the laws of Germany into a partnership named Moog Holding KG ("Moog
    KG"); Moog Europe SCS will continue to hold 100% of the ownership interests
    therein as the limited partner and the German Partner will serve as its
    general partner ("German Conversion").

    
	 	
    

    
	 	
            (viii)        
    Moog KG will continue to hold the ownership interests in Moog Hydrolux SARL,
    Procontrol and Moog GmbH. Moog GmbH will continue to hold the ownership
    interests of Moog Italiana Srl.

    


    



        B. Moog Inc. has requested that the Agent and the Lenders
consent to the 2005 European Reorganization Plan, and specifically amend the
Agreement as necessary with respect to: (i) the formation of the New York
Partners as Domestic Subsidiaries and the formation of Irish IFSC and German
Partner as Foreign Subsidiaries, (ii) the liquidation of the Existing IFSC,
(iii) the transfer and/or conversion of ownership interests under the New York
Transfer, the Irish Transfer and the German Conversion, and (iv) the financing
of the Moog Europe SCS Loan by Moog Inc., the investment of such loan amount
into Irish IFSC by Moog Europe SCS and the borrowing of such loan amount from
Irish IFSC by Moog Holding GmbH.



        C. The Agent and the Lenders are agreeable to the foregoing
to the extent set forth in this Modification and subject to each of the terms
and conditions stated herein.



        D. Moog Inc. and Moog Components and each of the guarantors
under the Agreement ("Guarantors") will benefit from the modifications set forth
herein.





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        NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants set forth herein, and of the loans or other extensions of
credit heretofore, now or hereafter made by the Lenders, to, or for the benefit
of Moog Components and Moog Inc. and its Subsidiaries, the parties hereto agree
as follows:




        1.     Definitions. Except to the extent otherwise
specified herein, capitalized terms used in this Modification shall have the
same meanings specified in the Agreement.




        2.     Modifications. The Borrower, the Agent and the
Lenders hereby modify the Agreement as follows:



                (i)     Section 1 entitled "Definitions" is hereby amended
so that the following definition is added as Section 1.90 thereof:







        	 	




        "Modification No. 4" means the Modification
        No. 4 dated as of April 13, 2005 by and among Moog Inc., Moog
        Components, the Agent and Lenders amending this Agreement to provide
        for, among other things certain consents for the reorganization of Moog
        Inc.'s European Subsidiaries."

            	 


        





                (ii)     Section 1.31 entitled "GHC" is deleted and
replaced with the following:







        	 	




        "GHC" means Moog Holding GmbH, a holding
        company formed under the laws of Germany and wholly owned by Moog
        Europe; upon consummation of the German Conversion (as defined in
        Modification No. 4), GHC shall be converted to a partnership formed
        under the laws of Germany; such entity's limited partner with one
        hundred percent (100%) ownership interests thereof shall be Moog Europe
        and such entity's general partner shall be Moog Verwaltungs GmbH."

            	 


        





                (iii)     Section 1.57 entitled "Moog Europe" is deleted
and replaced with the following:







        	 	




        "Moog Europe" means Moog Europe Holdings v Cia
        SCS a partnership formed under the laws of Spain whose partners are Moog
        Inc., Moog Europe Holdings I LLC and Moog Europe Holdings II LLC and
        which entity is the successor by conversion to Moog Europe Holdings, S.L.

            	 


        





                (iv)     The existing subsection (viii) to Section 1.63 entitled
"Permitted Indebtedness" is deleted and replaced with the following
subsections (viii) and (ix):







        	 	




        "(viii) Indebtedness of up to 111 Million Euros
        loaned by Moog Inc. to Moog Europe to affect the 2005 European
        Reorganization Plan (as defined in Modification No. 4) provided such 

            	 




 

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	 	Indebtedness shall be repaid within 30 days of the making of
    such loan, or (ix) any other Indebtedness, the aggregate outstanding amount
    of which is not more than $50,000,000 at any time."	 


        





                (v)     The existing subsection (x) to
Section 1.64 entitled "Permitted Investment" is deleted and replaced with
the following subsections (x) and (xi): 







        
	 	




        "(x) in connection with the 2005 European
        Reorganization Plan (as defined in Modification No. 4), any Investment
        in the form of a loan up to 111 Million Euros made by Moog Inc. in Moog
        Europe provided such Investment shall be repaid within 30 days of the
        making of such Investment, or (xi) any other Investments aggregating not
        more than $20,000,000 during the term of this Agreement."

        	 


        





                (vi)     Section 7.19 entitled "Transactions with Affiliates
and Foreign Subsidiaries" is amended to permit the transactions and
arrangements between the Borrower or any Subsidiary and any Affiliate or Foreign
Subsidiary specified under the 2005 European Reorganization Plan.



                (vii)     By signing below, Moog Inc. certifies that the
information set forth in the Recital A of this Modification No. 4 accurately
reflects the changes in Control to be entered into by Moog Inc. and its
Subsidiaries, and based thereon, the Lenders and Agent waive any further
requirement of delivery of a certificate with respect to the 2005 European
Reorganization Plan under Section 8.13 entitled "Changes in Control".



                (viii)     Sections 9.8 entitled "Corporate and Other Changes"
and 9.11 entitled "Stock of or Ownership Interest in Subsidiary" are
amended, to the extent necessary, to permit (a) the formation of the New York
Partners, provided the New York Partners satisfy the requirements of Section
8.18 entitled "Additional Guaranties and Security Agreements" regarding
delivery to the Agent of a guaranty agreement and security agreement and the
Borrower and New York Partners comply with Section 3.1(ii) of this Modification
No. 4, (b) the formation of the Irish IFSC and the German Partner, (c) the
liquidation of the Existing IFSC, and (d) the conversion and transfer of
ownership interests under the New York Transfer, the Irish Transfer and German
Conversion, provided the Borrower, Moog Europe and Moog KG comply with Section
5.1 of this Modification No. 4.




                2.1     Limitation on Modifications. The foregoing
modifications are only applicable and shall only be effective in the specific
instance and for the specific purpose for which made, are expressly limited to
the facts and circumstances referred to herein, and shall not operate as (i) a
waiver of, or consent to non-compliance with any other provision of the
Agreement or any other Loan Document, (ii) a waiver or modification of any
right, power or remedy of either the Agent or any Lender under the Agreement or
any Loan Document, or (iii) a waiver or modification of, or consent to, any
Event of Default or Default under the Agreement or any Loan Document.





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        3.     Conditions Precedent. The effectiveness of each
and all of the modifications contained in this Modification is subject to the
satisfaction, in form and substance satisfactory to the Agent, of each of the
following conditions precedent:




                3.1     Documentation. There shall have duly executed
and delivered to the Agent fourteen (14) duplicate originals of:



	 	(i) 	
this Modification signed by all parties hereto; 

    
	 	 	








            
	 	(ii)	






            the guarantees and security agreements by each of
            the New York General Partners in form and substance acceptable to
            Agent;

            
	 	 	
            

            
	 	(iii)	
            a copy of each of the New York General Partners'
            Articles of Organization and Operating Agreement and appropriate
            resolutions with respect to its guaranty and security agreement in
            form and substance acceptable to Agent

            
	 	 	
            

            
	 	(iv)	
            a counsel opinion from counsel to the Borrower,
            Hodgson Russ LLP, in form and content satisfactory to the Agent,
            addressed to the Agent and the Lenders, and covering the due
            authorization, execution, delivery and performance by Borrower and
            the Guarantors, including the New York General Partners, of the
            documents required from Borrower and the Guarantors under sections
            3.1(i), (ii) and (iii) of this Modification and the legal, valid and
            binding nature thereof, and such other matters as are reasonably
            requested by the Agent and its counsel and to include an express
            statement to the effect that the Lenders' and the Agent's counsel
            are authorized to rely on such opinion;

            
	 	 	
            

            
	 	(v)	
            a copy of the favorable counsel opinion covering
            the 2005 European Reorganization Plan from Moog's special
            international tax counsel, Fenwick & West LLP, in form and content
            satisfactory to the Agent; and 

            
	 	 	
            

            
	 	(vi)	
            a copy of the favorable tax opinion covering the
            transactions in connection with the German Note and German
            Conversion from Moog's German tax advisors, PricewaterhouseCoopers,
            in form and content satisfactory to the Agent. 

            


            








                3.2     No Default. As of the effective date of this
Modification, no Default or Event of Default shall have occurred and be
continuing.




              3.3    Representations, Warranties and Agreements.
The representations, warranties and agreements contained in Section 4 hereof and
in the Agreement shall be true correct and complete as of the effective date of
this Modification as though made on such date.





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              3.4    Other. The Agent shall have received such
other approvals or documents as any Lender through the Agent may reasonably
request, and all legal matters incident to the foregoing shall be satisfactory
to the Agent and its counsel.




        4.     Representations, Warranties and Agreements.
Moog Inc. hereby represents, warrants and agrees as follows:




                4.1     Each of the representations and warranties set forth
in the Agreement is true, correct, and complete on and as of the date hereof as
though made on the date hereof, and the Agreement and each of the other Loan
Documents remains in full force and effect.




                4.2     As of the date hereof, there exists and will exist no
Default or Event of Default under the Agreement or any other Loan Document, and
no event which, with the giving of notice or lapse of time, or both, would
constitute a Default or Event of Default.




                4.3     The execution, delivery and performance by Moog Inc.
and Moog Components of this Modification is within their respective corporate
powers, have been duly authorized by all necessary corporate action, and do not,
and will not, (i) contravene Moog Inc.'s and Moog Components' certificate of
incorporation or by-laws, (ii) violate any law, including without limitation the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, or any rule, regulation (including Regulations T, U or X of the Board
of Governors of the Federal Reserve System) order, writ, judgment, injunction,
decree, determination or award, and (iii) conflict with or result in the breach
of, or constitute a default under, any material contract, loan agreement,
indenture, note, mortgage, deed of trust or any other material instrument or
agreement binding on Moog Components or Moog Inc. or any Subsidiary or any of
their properties or result in or require the creation or imposition of any lien
upon or with respect to any of their properties.



                4.4     The 2005 European Reorganization Plan and related
transactions, including any Loan made in connection therewith (collectively, the
"Transaction") are not, and do not form part of, a "reportable transaction"
(within the meaning of Treasury Regulation Section 1.6011-4(b)) and no part of
the proceeds of any Loan will be used directly or indirectly in connection with
a "reportable transaction". In the event Moog, Inc. determines that the
Transaction is, or forms part of, a "reportable transaction", or that any part
of the proceeds is used directly or indirectly in connection with a "reportable
transaction", (i) Moog Inc. will promptly notify the Agent thereof, (ii) Moog
Inc. acknowledges that the Lenders may treat any Loan as part of a transaction
that is subject to Internal Revenue Code Section 6011, 6111 or 6112 and the
Treasury Regulations thereunder, and that the Lenders may file such IRS forms or
maintain such lists and other records to the extent required by such statute and
regulations, and (iii) Moog Inc. will promptly provide such information as
requested by the Agent or the Lenders to enable them to satisfy such filing,
listing and record-keeping obligations.



                4.5    
Moog Inc. is making its own decision to enter into the Transaction and has
determined that such Transaction is appropriate and proper based upon its own
judgment and upon advice from such advisers as it has deemed necessary. Moog
Inc. acknowledges that it is not relying on any communication (written or oral)
from the Agent or the Lenders as investment 



-7-

or tax advice or as a recommendation to enter into such
Transaction and specifically agrees and acknowledges that any information and
explanation relating to the terms and conditions of such Transaction shall not
be considered investment or tax advice or a recommendation from the Agent or the
Lenders to enter into the Transaction. No communication (written or oral) from
the Agent or the Lenders regarding the Transaction shall be deemed to be an
assurance or guarantee as to the expected results, benefits, outcomes or
characteristics (economic, tax or otherwise) of such Transaction. Moog Inc.
acknowledges that it is capable of assessing the merits of and understands (on
its own behalf or through independent professional advice), and accepts, the
terms, conditions and risks of the Transaction and that it is also capable of
assuming and assumes the risks of the Transaction. Moog Inc. acknowledges that
neither the Agent nor the Lenders are acting as fiduciary or adviser to Moog
Inc. in respect of the Transaction.



            4.6     Notwithstanding anything herein to the contrary,
the Agent and the Lenders may disclose to the Internal Revenue Service any
information and materials, including opinions (collectively, the "Information")
with respect to the tax treatment of the Transaction contemplated hereby or that
may be relevant to understanding such tax treatment, which Information shall not
include for this purpose the names of the parties, or facts that would permit
identification of the parties, or any pricing terms or other nonpublic business
or financial information that is unrelated to such tax treatment.




            4.7     This Modification has been duly executed and
delivered by the Borrower and by the Guarantors, and is the legal, valid and
binding obligation of the Borrower and the Guarantors enforceable against the
Borrower and each of the Guarantors in accordance with its terms.




            4.8     No authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body or
any other third party is required for (i) the due execution, delivery or
performance by the Borrower and the Guarantors of this Modification or any other
agreement or document related hereto or contemplated hereby to which the
Borrower or any of the Guarantors is or is to be a party or otherwise bound, or
(ii) the exercise by the Agent or any Lender of its rights under the Agreement
as modified by this Modification.



        5.     Covenants.



                5.1     Negative Pledge. 



                        (a)     Promptly following completion of the German Conversion,
which shall occur no later than June 30, 2005, unless such date is otherwise
extended in writing by the Agent, Moog Inc. covenants and agrees to cause to be
delivered to the Agent fourteen (14) duplicate originals of a Second Amended and
Restated Negative Pledge Agreement from Moog Europe, substantially similar to
the existing negative pledge agreement currently in effect from Moog Europe
Holdings, S.L. to the Lenders and the Agent, providing for a negative pledge of
all of the stock or other equity interests of any of Moog Europe's direct or
indirect subsidiaries, including Moog KG.



-8-



                        (b)     Promptly following completion of the German Conversion,
which shall occur no later than June 30, 2005, unless such date is otherwise
extended in writing by the Agent, Moog Inc. covenants and agrees to cause to be
delivered to the Agent fourteen (14) duplicate originals of a Second Amended and
Restated Negative Pledge Agreement from Moog KG, substantially similar to the
existing negative pledge agreement currently in effect from Moog Holding GmbH to
the Lenders and the Agent, providing for a negative pledge of all of the stock
or other equity interests of any of Moog KG's direct or indirect subsidiaries.




            5.2     Amendment to General Security Agreement.
Promptly following completion of the German Conversion, which shall occur no
later than June 30, 2005, unless such date is otherwise extended in writing by
the Agent, Moog Inc. covenants and agrees to cause to be delivered to the Agent
fourteen (14) duplicate originals of a reaffirmation and amendment to the Moog
Inc.'s General Security Agreement in form and content satisfactory to the Agent
executed by Moog Inc., reaffirming the collateral granted thereunder, including
the pledge of 65% of the interests in Moog Europe and acknowledging the
liquidation of the Existing IFSC and containing an updated Exhibit A ("Security
Agreement Schedule") reflecting all current domestic and directly owned foreign
subsidiaries subject thereto 



            5.3     Moog Europe SCS Loan Documents. Moog Inc.
covenants to deliver to Agent a copy of the German Note and any other documents
executed in connection therewith, certified to be correct and complete upon
issuance thereof which shall occur no later than June 30, 2005, unless such date
is otherwise extended in writing by the Agent.




        6.     Acknowledgments and Reaffirmations.




            6.1     The Borrower hereby reaffirms the Loan Documents to which it is a
party and agrees that such Loan Documents remain in full force and effect, and
the parties hereto hereby acknowledge and agree that each of this Modification
and each document delivered pursuant to Sections 3.1(ii), 5.1 and 5.2 hereof
shall constitute a Loan Document for all purposes under the Agreement.




            6.2     By their signatures below, each of the Guarantors
specifically consents to this Modification herein and reaffirms the continuing
effectiveness of its respective guaranty and general security agreement
originally executed and delivered in connection with the Agreement, and the UCC
financing statements filed in connection with the Agreement, and agrees that
such guaranty and general security agreement cover payment of any and all
Obligations under the Agreement as modified hereby and under the notes executed
and delivered in connection therewith.




        7.     Other.




            7.1     Borrower agrees to pay all out-of-pocket expenses and
fees of the Agent in connection with the negotiation, preparation and execution
of this Modification and the documents related hereto including the reasonable
fees and disbursements of counsel to the Agent.



-9-




            7.2     This Modification may be executed in any number of
counterparts and by the parties hereto on separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same agreement.




            7.3     This Modification shall be governed by and construed
under the internal laws of the State of New York, as the same may be from time
to time in effect, without regard to principles of conflicts of laws.



 

[Signature Pages Follow]






 


        The parties hereto have caused this Modification to be duly
executed as of the date shown at the beginning of this Modification.




 

	 	

    HSBC BANK USA, NATIONAL ASSOCIATION
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	

    Name:	


JOHN G. TIERNEY

    
	 	

    Title:	


VICE PRESIDENT

    

    
	 	


    
	 	
 

    
	 	


MANUFACTURERS AND TRADERS

    
	 	


TRUST COMPANY

    
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	


Name:

    

    	

    MARK E. HOFFMAN
	 	


Title:

    

    	

    VICE PRESIDENT

    
	 	


    
	 	
 











                    
	 	

    FLEET BANK, A BANK OF AMERICA COMPANY
	 	
                    

                    
	 	
                     











    
	 	












By:

    

    	/s/
	 	


Name:

    

    	

    COLLEEN M. O'BRIEN
	 	


Title:

    

    	

    VICE PRESIDENT
	 	


    
	 	
 

    
	 	


KEYBANK NATIONAL ASSOCIATION

    
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	


Name:

    

    	

    SUZANNAH HARRIS
	 	


Title:

    

    	

    ASSISTANT VICE PRESIDENT
	 	


    
	 	
 

    
	 	

    BANK OF TOKYO-MITSUBISHI TRUST COMPANY
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	


Name:

    

    	

    PARESH SHAH
	 	


Title:

    

    	

    VICE PRESIDENT
	 	


    
	 	
 

    
	 	


PNC BANK, NATIONAL ASSOCIATION

    
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	


Name:

    

    	

    STEPHEN J. BOYD
	 	


Title:

    

    	

    VICE PRESIDENT
	 	


    
	 	
 

    
	 	


JPMORGAN CHASE BANK, N.A.

    
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	


Name:

    

    	

    MICHAEL E. WOLFRAM
	 	


Title:

    

    	

    VICE PRESIDENT
	 	


    
	 	
 

    
	 	


CITIZENS BANK OF PENNSYLVANIA

    
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	


Name:

    

    	

    EDWARD J. KLOECKER, JR
	 	


Title:

    

    	

    VICE PRESIDENT
	 	


    
	 	
 

    
	 	


COMERICA BANK

    
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	


Name:

    

    	

    SARAH R. WEST
	 	


Title:

    

    	

    ASSISTANT VICE PRESIDENT
	 	


    
	 	
 

    
	 	


SOCIETE GENERALE

    
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	


Name:

    

    	

    ERIC E. O. SIEBERT
	 	


Title:

    

    	

    MANAGING DIRECTOR
	 	


    
	 	
 

    
	 	


HSBC BANK USA, NATIONAL ASSOCIATION,

    
	 	


AS AGENT

    
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	


Name:

    

    	

    JOHN G. TIERNEY
	 	


Title:

    

    	

    VICE PRESIDENT
	 	


    
	 	
 

    
	 	


MOOG INC., AS A BORROWER AND

    

    
	 	


AS A GUARANTOR

    
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	


Name:

    

    	

    ROBERT R. BANTA
	 	


Title:

    

    	

    EXECUTIVE VICE PRESIDENT
	 	


    
	 	
 

    
	 	


MOOG COMPONENTS GROUP INC.,

    

    
	 	


AS A BORROWER AND AS A GUARANTOR

    
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	


Name:

    

    	

    TIMOTHY P. BALKIN
	 	


Title:

    

    	

    TREASURER
	 	


    
	 	
 











                    
	 	










                    

                    MOOG FSC LTD., AS A GUARANTOR

                    
	 	
                    

                    
	 	
                     











    
	 	












By:

    

    	/s/
	 	


Name:

    

    	

    TIMOTHY P. BALKIN
	 	


Title:

    

    	

    TREASURER
	 	


    
	 	
 

    
	 	


MOOG PROPERTIES, INC., AS A GUARANTOR

    
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	


Name:

    

    	

    TIMOTHY P. BALKIN
	 	


Title:

    

    	

    TREASURER
	 	


    
	 	
 

    
	 	


MOOG INDUSTRIAL CONTROLS

    
	 	


CORPORATION, AS A GUARANTOR

    
	 	


    
	 	
 

    
	 	


By:

    

    	/s/
	 	


Name:

    

    	

    TIMOTHY P. BALKIN
	 	


Title:

    

    	

    TREASURER