EX-10.1



 





Exhibit 10.1




Amendment No. 3

to

Second Amended and Restated Loan Agreement

Among

Certain Lenders,

HSBC Bank USA, National Association, As Administrative Agent

And

MOOG INC.




     This Amendment No. 3 dated as of March 14, 2008 (“Amendment”) to the Second Amended and
Restated Loan Agreement dated as of October 25, 2006 as amended by Amendment No. 1 and Amendment
No. 2 thereto dated as of March 30, 2007 and as of July 27, 2007, respectively (collectively, the
“Agreement”) is entered into by and among MOOG INC., a New York business corporation (“Borrower”),
certain lenders which are currently parties to the Agreement (“Lenders”), and HSBC BANK USA,
NATIONAL ASSOCIATION, a bank organized under the laws of the United States of America, as
administrative agent for the Lenders (“Administrative Agent”).



RECITALS




     A. Borrower has requested, and the Administrative Agent and the Lenders have agreed to, an
increase in the Maximum Limit under the Revolving Credit from $600,000,000 to $750,000,000, and,
within such Maximum Limit, an increase in the amount available for Swingline Loans from $10,000,000
to $25,000,000.



     B. Borrower has also advised the Administrative Agent and the Lenders that Borrower is
considering making an offering of senior unsecured subordinated notes in an approximate amount up
to $200,000,000 (“Note Offering”), the proceeds of which may be used to temporarily pay down the
Revolving Credit or for other corporate purposes. Borrower has requested that the Administrative
Agent and the Lenders modify the Agreement to permit the Note Offering without diminishing the
basket for Permitted Indebtedness.



     C. Borrower, the Administrative Agent and the Lenders have also agreed to make certain other
modifications to the Agreement, including but not limited to, modifying the matrix used to
determine the Applicable Margin and the Applicable Commitment Fee Rate, extending the Revolving
Credit Maturity Date, changing certain of the Financial Covenants, recognizing Borrower’s newly
formed subsidiary, AMC Delaware Inc., which is contemplated by the Borrower to be used for certain
of its operations in the Philippines, as a Foreign Subsidiary, and making certain other clarifying
modifications, all as set forth in this Amendment.



     D. The Borrower and each of the Guarantors will benefit from the modifications set forth
herein.



 









 





- 2 -


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



     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 the Borrower and its Subsidiaries, the parties hereto agree as follows:



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



     2. Modifications.



          (a) The matrix set forth in the existing definition of “Applicable Commitment Fee Rate” is
deleted and the following new matrix is added in its place:




	 	 	 	 	 
	 	 	Leverage	 	 
	Level	 	Ratio	 	Commitment Fee
	 
	 	 	 	 
	1

	 	Greater than 3.25 to 1.0
	 	35bps
	 
	 	 	 	 
	2

	 	> 2.75 to 1.0 but £ 3.25 to 1.0
	 	35bps
	 
	 	 	 	 
	3

	 	> 2.25 to 1.0 but £ 2.75 to 1.0
	 	30bps
	 
	 	 	 	 
	4

	 	> 1.75 to 1.0 but £ 2.25 to 1.0
	 	25bps
	 
	 	 	 	 
	5

	 	> 1.25 to 1.0 but £ 1.75 to 1.0
	 	20bps
	 
	 	 	 	 
	6

	 	£ 1.25 to 1.0
	 	20bps






          (b) The matrix set forth in the existing definition of “Applicable Margin” is
deleted and the following new matrix is added in its place:




	 	 	 	 	 	 	 	 	 
	 	 	Leverage	 	 	 	 
	Level	 	Ratio	 	ABR Option	 	Libor Rate Option
	 
	 	 	 	 	 	 	 	 
	1

	 	Greater than 3.25 to 1.0
	 	 	0	%	 	200 bps
	 
	 	 	 	 	 	 	 	 
	2

	 	> 2.75 to 1.0 but £ 3.25 to 1.0
	 	 	0	%	 	175 bps
	 
	 	 	 	 	 	 	 	 
	3

	 	> 2.25 to 1.0 but £ 2.75 to 1.0
	 	 	0	%	 	150 bps
	 
	 	 	 	 	 	 	 	 
	4

	 	> 1.75 to 1.0 but £ 2.25 to 1.0
	 	 	0	%	 	125 bps
	 
	 	 	 	 	 	 	 	 
	5

	 	> 1.25 to 1.0 but £ 1.75 to 1.0
	 	 	0	%	 	100 bps
	 
	 	 	 	 	 	 	 	 
	6

	 	£ 1.25 to 1.0
	 	 	0	%	 	87.5 bps
















 







- 3 -


          (c) The existing definitions of “Consolidated EBITDA”, “Domestic Subsidiary”, “Foreign
Subsidiary”, “Maximum Limit”, and “Revolving Credit Maturity Date” are deleted and the following
new definitions are added in their place:





“Consolidated EBITDA” — for any period, an amount
equal to (i) the sum of the amounts for such period of
(A) Consolidated Net Income, (B) Consolidated Interest
Expense, (C) provisions for taxes based on income, (D)
total depreciation expense, (E) total amortization
expense, (F) other non-cash items reducing Consolidated
Net Income and (G) non-cash stock related expenses minus
(ii) other non-cash items increasing Consolidated Net
Income for such period. Notwithstanding anything to the
contrary in this definition, for purposes of computing
the Leverage Ratio and the Interest Coverage Ratio
hereunder, or in connection with any pro-forma
calculation required by this Agreement, the term
“Consolidated EBITDA” shall be computed, on a consistent
basis, to reflect purchases and acquisitions by
Permitted Acquisition or otherwise made by Borrower and
the Subsidiaries during the relevant period as if they
occurred at the beginning of such period, and Borrower,
during the twelve (12) month period following the date
of any such acquisition may include in the calculation
hereof the necessary portion of the adjusted historical
results of the entities acquired in acquisitions that
were achieved prior to the applicable date of the
acquisition for such time period as is necessary for
Borrower to have figures on a trailing four fiscal
quarter basis from the date of determination with
respect to such acquired entities.




“Domestic Subsidiary” — means (i) any Subsidiary
having any place of business located in the United
States of America, other than Moog Controls Corporation,
an Ohio corporation, Moog Controls Corporation, a New
York corporation and AMC Delaware Inc, a Delaware
corporation , or (ii) any Subsidiary that is a foreign
sales corporation.













 





- 4 -


“Foreign Subsidiary”- means (i) any Subsidiary not
having any place of business located in the United
States of America other any Subsidiary that is a foreign
sales corporation, (ii) Moog Controls Corporation, an
Ohio corporation, and (iii) AMC Delaware Inc, a Delaware
corporation.




“Maximum Limit” — the maximum aggregate amount which
the Borrower can borrow under the Revolving Credit which
is $750,000,000.




“Revolving Credit Maturity Date” — March 14, 2013,
which date may be shortened in accordance with Section
8.2 of this Agreement.



          (d) The following new definitions are added to Section 1.1 entitled
“Definitions”, in the appropriate alphabetical locations:





“Amendment No. 3” — the Amendment No. 3 dated as of
March 14, 2008 by and among Borrower, the Administrative
Agent and the Lenders, amending this Agreement.




“Permitted Investment Foreign Jurisdiction” — with
respect to a Foreign Subsidiary, the foreign country in
which the principal place of business of such Foreign
Subsidiary is located, and any of the United States of
America, United Kingdom, Switzerland and any country in
the European Union using the Euro as its currency in
which any other Foreign Subsidiary is located or any
other jurisdiction to which the Administrative Agent
consents in writing.




“Second Subordinated Indenture” — an indenture
(either as a new indenture or a supplement to the
Subordinated Indenture) to be entered into between
Borrower and a trustee acceptable to Administrative
Agent, pursuant to which Borrower intends to issue
additional senior subordinated notes in an aggregate
principal amount of up to $200,000,000 plus or minus an
associated discount or premium with a term and otherwise
in form and content acceptable to Administrative Agent.
The Second Subordinated Indenture shall provide that the
notes issued thereunder will be subordinate at all times
to the Indebtedness of Borrower under this Agreement and
the Loan Documents.



          (e) The following provision is added to the existing definition of “Total Commitment” at the
end thereof:














 







- 5 -



“The amount of the Total Commitment as of March 14, 2008 is
$750,000,000.”



          (f) Clause (i) of subsection (a) of Section 2.3 entitled “Swingline Loans” is deleted and the
following is added in its place:





“(i) the aggregate principal amount of outstanding
Swingline Loans exceeding $25,000,000 or”



          (g) A new clause (iv) is added at the end of subsection (b) of Section 3.5 entitled
“Conditions to Subsequent Borrowing and Issuance” as follows:





“(iv) if such Loan or Issuance is
being requested upon or following the effectiveness of
the Second Subordinated Indenture, the incurrence of
such Loan or Issuance is permitted by the terms of the
Second Subordinated Indenture and will constitute senior
debt under the Second Subordinated Indenture.”



          (h) Section 6.1 entitled “Consolidated Net Worth” is deleted and the following is added in its
place:





“Consolidated Net Worth. Assure that as of the end
of each fiscal quarter of Borrower ending after the date of
Amendment No. 3, the Consolidated Net Worth of Borrower is
not less than $600.0 Million.”



          (i) Section 6.4 entitled “Consolidated Capital Expenditures” is deleted and the following is
added in its place:





“Consolidated Capital Expenditures. Assure that
Consolidated Capital Expenditures of Borrower do not
exceed $100.0 Million in the aggregate in any one fiscal
year ending after the date of Amendment No. 3.”



          (j) The following additional sentence is added at the end of subsection 7.1(d) entitled
“Subordinated Indebtedness”:





“The unsecured Indebtedness of Borrower that may be incurred
in connection with any notes (including any replacement or
exchange notes) that may be issued pursuant to the Second
Subordinated Indenture, provided the payment of all such
Indebtedness shall be subordinate at all times to payment of
the Indebtedness of Borrower under this Agreement and the
other Loan Documents.”













 





- 6 -


          (k) Subsection (a) of Section 7.3 entitled “Investments and Guaranty Obligations” is deleted
and the following is added in its place:





“(a) Investments by Borrower or any Subsidiary in (i) cash
and cash equivalents including any readily marketable direct
obligation of the United States, or with respect to a
Foreign Subsidiary, of any Permitted Investment Foreign
Jurisdiction, maturing within one year after the date of
acquisition thereof, (ii) any time deposit maturing within
one year after the date of acquisition thereof and issued by
any banking institution that is authorized to do a banking
business under any statute of the United States or any state
thereof, or with respect to a Foreign Subsidiary is
authorized to do a banking business under any statute of any
Permitted Investment Foreign Jurisdiction, or any political
subdivision thereof, and has a combined capital and surplus
of not less than $100,000,000, (iii) any demand or savings
deposit with any such institution, (iv) any Dollar deposits
in the London Interbank Market with such banking institution
or any subsidiary of any such banking institution, and (v)
any commercial paper rated at least A-1 by Standard & Poor’s
Ratings Group or P-1 by Moody’s Investor Services, Inc.;”



          (l) Clause (ix) of subsection (b) of Section 7.5 entitled “Limitation on Certain Restrictive
Agreements”, is deleted and the following is added in its place:





“(ix) restrictions contained in the Subordinated Indenture
or Second Subordinated Indenture relating to any
Indebtedness permitted under Section 7.1(d).”



          (m) The following is added as new subsection (n) to Section 8.1 entitled “Events of Default”:





“(n) Second Subordinated Indenture. If any event
of default shall occur under the Second Subordinated
Indenture or any Indebtedness under this Agreement shall
fail to be senior to any Indebtedness under the Second
Subordinated Indenture.”



          (n) The existing Exhibit A (form of Revolving Note) Exhibit C (form of Swingline Note),
Exhibit D (form of Request Certificate) and Exhibit E (form of Compliance Certificate) are deleted
and replaced by Exhibits A, C, D and E to this Amendment, respectively.














 






- 7 -



          (o) The existing Schedule 2.1 to the Agreement entitled “Lenders’ Commitments” is deleted and
Schedule 2.1 attached to this Amendment is added in its place.




          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 Administrative 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.




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



          3.1 Documentation.




                (a) The parties hereto, and each entity making the Reaffirmations set forth in Section 5
hereof, shall have duly executed and delivered to the Administrative Agent seventeen (17) duplicate
originals of this Amendment.



                (b) The Borrower has duly executed and delivered to the Administrative Agent (i) the
Replacement Revolving Notes in favor of each of the Lenders, in the form as set forth on Exhibit A
hereto with all blanks appropriately completed; (ii) a Replacement Swingline Note in favor of the
Swingline Lender, in form as set forth on Exhibit C hereto with all blanks appropriately completed
and (iii) a Replacement Alternative Currency Note, as necessary, for each Lender whose Alternative
Currency Sublimit has been modified pursuant to Schedule 2.1 hereto, in substantially the form as
set forth on Exhibit B to the Agreement with appropriate replacement language and all blanks
appropriately completed.



                (c) The Borrower and each Guarantor shall have executed and delivered to the Administrative
Agent a certificate setting forth the resolutions and other authorizing documents as necessary for
the transactions contemplated by this Amendment, or certifying that no changes have been made to
such resolutions and documents as previously delivered to the Administrative Agent and that the
same continue in full force and effect and are effective for the transactions contemplated by this
Amendment.



                (d) Counsel to the Borrower and each of the Guarantors shall have delivered an opinion to the
Administrative Agent in form and content acceptable to the Administrative Agent, addressed to each
Lender and the Administrative Agent, and covering such matters as are requested by the
Administrative Agent and its counsel with respect to this Amendment and other documents required in
connection herewith.



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














 






- 8 -



          3.3 Representations and Warranties. The representation and warranties contained in
Section 4 hereof and in the Agreement shall be true correct and complete as of the effective date
of this Amendment as though made on such date, unless they specifically speak as of another date.




          3.4 Fees. Payment by the Borrower to each Lender (including the Administrative Agent)
entitled thereto of all upfront and arrangement fees in accordance with the agreement between the
Borrower and Administrative Agent.




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




     4. Representations and Warranties of Borrower. The Borrower hereby represents and
warrants 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, unless they
specifically speak as of another date and the Agreement, as modified by this Amendment, 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 the Borrower of this Amendment is within the
Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do
not, and will not, (i) contravene the Borrower’s 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, mortgage, deed of trust or any other material
instrument or agreement binding on the Borrower 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 This Amendment has been duly executed and delivered by the Borrower and the Guarantors and
is the legal, valid and binding obligation of each of them, enforceable against the Borrower and
each of the Guarantors in accordance with its terms.




          4.5 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













 





- 9 -



Amendment 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
Administrative Agent or any Lender of its rights under the Agreement as modified by this Amendment.
The Agreement, as modified by this Amendment constitutes the “Credit Agreement” under the
Subordinated Indenture.



     5. Reaffirmations. By their signatures hereto, each of Moog Holding GmbH KG and Moog
Europe Holdings y Cía, S.C.S. (together, the “Negative Pledgors”), and the Borrower and each
Guarantor hereby reaffirms, ratifies and confirms the execution and delivery and all of the terms
and provisions of, as applicable, any Guaranty, any Security Documents, and the Amended and
Restated Negative Pledge Agreements dated as of October 25, 2006 (collectively, the “Transaction
Documents”) to which it is a party, and agrees that the Transaction Documents remain in full force
and effect and that any guaranty, pledge or grant of security contained therein extends to, and
guaranties or provides security for, any and all obligations of the Borrower now or hereafter owing
under the Agreement as modified by this Amendment, including without limitation all obligations of
the Borrower under the Revolving Credit as increased by this Amendment.



     6. Other.



          6.1 The Borrower agrees to pay all out-of-pocket expenses of the Administrative Agent in
connection with the negotiation, preparation and execution of this Amendment including the
reasonable fees and disbursements of counsel to the Administrative Agent.




          6.2 This Amendment 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.




          6.3 This Amendment 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 Amendment to be duly executed as of the date shown at the
beginning of this Amendment.



	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL

ASSOCIATION, as a Lender, the

Swingline Lender and an Issuing Bank
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Robert J. McArdle
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL

	 	 	ASSOCIATION, as Administrative Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Robert J. McArdle
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	MANUFACTURERS AND TRADERS TRUST COMPANY, 
	 	 	as Syndication Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Mark E. Hoffman
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,
	 	 	as Co-Documentation Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas C. Lillis
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,
	 	 	as Co-Documentation Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Michael E. Wolfram
	 

	 	Title:
	 	Vice President






Signature Page to Amendment No. 3 to Second Amended and Restated Loan Agreement




 









 








	 	 	 	 	 
	 	 	CITIZENS BANK OF PENNSYLVANIA,
	 	 	as a Lender and as an Issuing Bank
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Edward J. Kloecker Jr.
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	BANK OF
TOKYO-MITSUBISHI UFJ TRUST COMPANY, 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Joanne Nasuti
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	SOCIETE GENERALE, as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	R.D. Boyd Harman
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas J. Grys
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Wallace G. Clements
	 

	 	Title:
	 	Vice President






Signature Page to Amendment No. 3 to Second Amended and Restated Loan Agreement




 









 








	 	 	 	 	 
	 	 	COMERICA BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Sarah R. West
	 

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	NATIONAL CITY BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Susan J. Dimmick
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	FIFTH THIRD BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Jim Janovsky
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	NORTHERN TRUST, as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Ashish S. Bhagwat
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	FIRST NIAGARA BANK
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Penny S. Hokanson
	 

	 	Title:
	 	Vice President






Signature Page to Amendment No. 3 to Second Amended and Restated Loan Agreement




 









 








	 	 	 	 	 
	 	 	MOOG INC., as the Borrower
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Timothy P. Balkin
	 

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	FLO-TORK, INC., as a Guarantor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Timothy P. Balkin
	 

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	CURLIN MEDICAL INC., as a Guarantor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Timothy P. Balkin
	 

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	MOOG EUROPE HOLDINGS I LLC, as a Guarantor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Timothy P. Balkin
	 

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	MOOG EUROPE HOLDINGS II LLC, as a Guarantor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Timothy P. Balkin
	 

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	FUNDAMENTAL TECHNOLOGY SOLUTIONS, INC., 

as a Guarantor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Timothy P. Balkin
	 

	 	Title:
	 	Treasurer






Signature Page to Amendment No. 3 to Second Amended and Restated Loan Agreement




 









 








	 	 	 	 	 
	 	 	ZEVEX, INC., as a Guarantor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Timothy P. Balkin
	 

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	QUICKSET INTERNATIONAL, INC.,

as a Guarantor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Timothy P. Balkin
	 

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	PRIZM ADVANCED COMMUNICATION

ELECTRONICS, INC., as a Guarantor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Timothy P. Balkin
	 

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	MOOG EUROPE HOLDINGS y Cía , S.C.S.,

as a Negative Pledgor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Stephen A. Huckvale
	 

	 	Title:
	 	Chairman
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	MOOG HOLDING GmbH KG, as a

Negative Pledgor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Gary J. Parks
	 

	 	Title:
	 	Managing Director






Signature Page to Amendment No. 3 to Second Amended and Restated Loan Agreement





 












 





EXHIBIT A




REPLACEMENT REVOLVING NOTE




	 	 	 
	

$                

	 	Buffalo, New York

March 14, 2008






     FOR VALUE RECEIVED, the undersigned, MOOG INC. (“Borrower”) hereby unconditionally promises to
pay, on or before March 14, 2013, to the order of                 (“Lender”) at the
Administrative Agent’s Commercial Banking Department’s office at One HSBC Center, Buffalo, New York
14203, or at the holder’s option, at such other place as may be designated by the holder, in lawful
money of the United States of America, a principal sum equal to the lesser of
                                     ($           ) or the aggregate unpaid principal amount of all
Revolving Loans made by Lender to the Borrower from time to time under a Second Amended and
Restated Loan Agreement, dated of as of October 25, 2006, among the Borrower, HSBC Bank USA,
National Association as administrative agent, for itself, the Lender and other lending institutions
and issuing banks now or hereafter parties thereto, as the same has been and may hereafter be
amended, supplemented, renewed, restated, replaced or otherwise modified from time to time (“Loan
Agreement”) as evidenced by the inscriptions made on the schedule attached hereto, or any
continuation thereof (“Schedule”). The Borrower further promises to pay interest on the unpaid
principal amount hereof from time to time at the rates and at such times as are specified in the
Loan Agreement. All capitalized terms used herein and not otherwise defined herein shall have the
meanings specified in the Loan Agreement.



     The Lender and each holder of this Note are authorized to inscribe on the Schedule, the date
of the making of each Revolving Loan, the amount of each Revolving Loan, the applicable Rate
Options and Interest Periods, all payments on account of principal and the aggregate outstanding
principal balance of this Note from time to time unpaid. Each entry set forth on the Schedule
shall be prima facie evidence of the facts so set forth. No failure by the Lender or any holder of
this Note to make, and no error in making, any inscriptions on the Schedule shall affect Borrower’s
obligation to repay the full principal amount loaned to or for the account of Borrower, or the
Borrower’s obligation to pay interest thereon at the agreed upon rate.



     If any payment on this Note becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day, and the Borrower will pay
interest thereon at the then applicable rate until the date of actual receipt of such installment
by the holder of this Note.



     No failure by the holder to exercise, and no delay in exercising, any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise by the holder of any
right or powers hereunder preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the holder as herein specified









 



 


- 2 -



are cumulative and not exclusive of any other rights or remedies which the holder may
otherwise have.



     No modification, rescission, waiver, release or amendment of any provision of this Note shall
be made except by a written agreement subscribed by a duly authorized officer of the Borrower and
the holder hereof.



     Borrower waives diligence, presentment, protest and demand, and also notice of protest,
demand, dishonor and nonpayment of this Note.



     This Note evidences a borrowing under the Loan Agreement to which reference is hereby made
with respect to interest rate options and periods, prepayments of principal hereof prior to the
maturity hereof upon the terms and conditions therein specified, and rights of acceleration of the
principal hereof on the occurrence of certain events. The obligations of the Borrower under this
Note, and the obligations of the Guarantors under the Loan Documents, are secured by the Collateral
referred to in the Security Documents.



     Borrower agrees to pay on demand all reasonable costs and expenses incurred by the holder in
enforcing this Note or in collecting the indebtedness evidenced hereby, including, without
limitation, if the holder retains counsel for any such purpose, reasonable attorneys’ fees and
expenses.



     This Note shall be construed under, and governed by, the internal laws of the State of New
York without regard to principles of conflicts of laws.



     This Note is in replacement of and substitution for, but not repayment of, that certain
Replacement Revolving Note from Borrower to Lender in the original maximum principal amount of
$___dated October 25, 2006.



	 	 	 	 	 
	 	MOOG INC.

 	 
	 	By:  	 
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 









 



 

	 	 	 	 	 




SCHEDULE




LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	AMOUNT OF	 	 	 	 	 	 	 	 	AMOUNT OF	 	 	AGGREGATE	 	 	 	 
	 	TYPE	 	 	DATE LOAN	 	 	LOAN MADE,	 	 	INTEREST	 	 	 	 	 	PRINCIPAL	 	 	UNPAID	 	 	NOTATION	 
	 	OF	 	 	MADE, CON-	 	 	CONTINUED OR	 	 	PERIOD	 	 	DUE	 	 	PAID OR	 	 	PRINCIPAL	 	 	MADE BY	 
	 	LOAN	 	 	TINED OR CONVERTED	 	 	CONVERTED	 	 	DATES	 	 	DATE	 	 	PREPAID	 	 	BALANCE	 	 	AND DATE	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 











 



 


EXHIBIT C




REPLACEMENT SWINGLINE NOTE




	 	 	 
	

$25,000,000.00

	 	Buffalo, New York

March 14, 2008






     FOR VALUE RECEIVED, the undersigned, MOOG INC., a New York business corporation having its
principal place of business at Jamison Road and Seneca Street, East Aurora, New York 14052-0018
(“Borrower”) promises to pay, ON DEMAND, to the order of HSBC BANK USA, NATIONAL ASSOCIATION
(“Lender”) at the banking office of the Administrative Agent (as defined in the Loan Agreement, as
hereinafter defined) at One HSBC Center, Buffalo, New York 14203, in lawful money of the United
States and in immediately available funds, the lesser of (i) the principal amount of Twenty-five
Million Dollars ($25,000,000) or (ii) the aggregate amount of all unpaid Swingline Loans made by
Lender to Borrower as shown on the schedule on the reverse side of this Note or any continuation
schedule (“Schedule”) together with interest as provided in the next paragraph. In this Note, any
capitalized term not defined in this Note has the meaning defined in a Second Amended and Restated
Loan Agreement, dated as of October 25, 2006, among the Borrower, HSBC Bank USA, National
Association as administrative agent, for itself, the Lender and other lending institutions and
issuing banks now or hereafter parties thereto, as the same has been and may hereafter be amended,
supplemented, renewed, restated, replaced or otherwise modified from time to time (“Loan
Agreement”).



     From and including the date of this Note to but not including the date the outstanding
principal amount of this Note is paid in full, the Borrower shall pay to the Administrative Agent
for the account of the holder of this Note (“Holder”) interest on such outstanding principal amount
at a rate per year that shall on each day prior to demand be equal to the Prime Rate from time to
time in effect. After an unsatisfied demand for payment, this Note shall bear interest at a per
annum rate of interest equal to 2% in excess of the Prime Rate from time to time in effect. In no
event shall such interest be payable at a rate in excess of the maximum rate of interest permitted
by applicable law. A payment of such interest shall become due on the first day of each calendar
month, beginning on April 1, 2008 and on the date this Note is repaid in full. Interest shall be
calculated on the basis of a 365-day year or 366-day year, as applicable, for the actual number of
days elapsed.



     The Holder is authorized to inscribe on the Schedule the date of each Swingline Loan made
hereunder, each repayment of principal and the aggregate unpaid principal balance of this Note.
Each entry set forth on the Schedule shall be prima facie evidence of the facts so set forth. No
failure by the Holder to make, and no error by the Holder in making, any inscription on the
Schedule shall affect the Borrower’s obligation to repay the full amount advanced on this Note to
or for the account of the Borrower, or Borrower’s obligation to pay interest thereon at this agreed
upon rate.









 



 


- 2 -




     If any payment on this Note becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day, and the Borrower will pay
interest thereon at the then applicable rate until the date of actual receipt of such installment
by the holder of this Note.



     No failure by the holder to exercise, and no delay in exercising, any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise by the holder of any
right or powers hereunder preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the holder as herein specified are cumulative and
not exclusive of any other rights or remedies which the holder may otherwise have.



     No modification, rescission, waiver, release or amendment of any provision of this Note shall
be made except by a written agreement subscribed by a duly authorized officer of the Borrower and
the holder hereof.



     Borrower waives diligence, presentment, protest and demand, and also notice of protest,
demand, dishonor and nonpayment of this Note.



     This Note is the Swingline Note referred to in the Loan Agreement and is otherwise entitled to
the benefits of the Loan Agreement. The obligations of the Borrower under this Note, and the
obligations of the Guarantors under the Loan Documents, are secured by the Collateral referred to
in the Security Documents.



     Borrower agrees to pay on demand all reasonable costs and expenses incurred by the holder in
enforcing this Note or in collecting the indebtedness evidenced hereby, including, without
limitation, if the holder retains counsel for any such purpose, reasonable attorneys’ fees and
expenses.



     This Note shall be construed under, and governed by, the internal laws of the State of New
York without regard to principles of conflicts of laws.



     This Note is in replacement of and substitution for, but not repayment of, that certain
Swingline Note from Borrower to Lender in the original maximum principal amount of $10,000,000
dated October 25, 2006.



	 	 	 	 	 
	 	 	MOOG INC.
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:

















 



 







EXHIBIT D




REQUEST CERTIFICATE




     The undersigned as Borrower hereby certifies to HSBC Bank USA, National Association, in
accordance with the terms of a Second Amended and Restated Loan Agreement, dated as of October 25,
2006, among Moog Inc., HSBC Bank USA, National Association as administrative agent, for itself, the
Lenders and other lending institutions and issuing banks now or hereafter parties thereto, as the
same may have been and may hereafter be, amended, supplemented, renewed, restated, replaced or
otherwise modified from time to time (“Agreement”) that:



     The undersigned requests or has requested a:



     (Check One)


          o Revolving Loan


          o Alternative Currency Loan



                              to be made to Moog Inc. which will be a



     (Check One)


          o new loan

          o conversion

          o continuation



                              of a



     (Check One)



          o Libor Loan (Only option for Alternative Currency Loan)


          o ABR Loan



                              to a or as a



     (Check One)



          o Libor Loan


          o ABR Loan









 



 


- 2 -



in the amount of $           for an Interest Period, if applicable, of



     (Check One)



          o one month.

          o three months.

          osix months.


The proposed loan/conversion/continuation is to be made on                     ,      .



     The undersigned certifies that as of the date hereof:



     (i) there does not exist any Event of Default, Default or Material Adverse Effect;



     (ii) each representation and warranty made in the Agreement and any Loan Document to which the
Borrower is a party and in any certificate, document or financial or other statement furnished at
any time thereunder is true, correct and complete in all material respects with the same effect as
though such representations and warranties had been made on the date hereof, except to the extent
any such representation and warranty relates solely to an earlier date, or to the extent any such
representation and warranty has been updated in a certificate executed by a Responsible Officer and
received by the Administrative Agent before the date hereof; and



     (iii) the incurrence of the Indebtedness requested in this certificate is permitted by the
terms of the Subordinated Indenture (as defined in the Agreement) and will constitute Senior Debt
and Designated Senior Debt under, and as defined in, the Subordinated Indenture; and



     (iv) if this certificate is executed and delivered by the undersigned upon or following the
effectiveness of the Second Subordinated Indenture (as defined in the Agreement), the incurrence of
the Indebtedness requested in this certificate is permitted by the terms of the Second Subordinated
Indenture and will constitute Senior Debt and Designated Senior Debt under, and as such terms are
defined in, the Second Subordinated Indenture (or if such terms are not defined in the Second
Subordinated Indenture, will have a status under the Second Subordinated Indenture comparable to
that of Senior Debt and the Designated Senior Debt under the Subordinated Indenture).









 



 


- 3 -




     WITNESS the signature of the undersigned authorized signatory of the Borrower this       day of
          ,      .



	 	 	 	 	 
	 	 	MOOG INC.
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	(Title)






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 










 



 


EXHIBIT E




COMPLIANCE CERTIFICATE




     The undersigned hereby certifies to the Administrative Agent and the Lenders, in accordance
with the terms of a Second Amended and Restated Loan Agreement, dated as of October 25, 2006, among
Moog Inc., HSBC Bank USA, National Association as administrative agent, for itself, the Lenders and
other lending institutions and issuing banks now or hereafter parties thereto, as the same may have
been and may hereafter be, amended, supplemented, renewed, restated, replaced or otherwise modified
from time to time (“Agreement”), that:



A. General




     1. Capitalized terms not defined herein shall have the meanings set forth in the Agreement.



     2. Borrower has complied in all material respects with all the terms, covenants and conditions
to be performed or observed by it contained in the Agreement and the Loan Documents, there exists
no Event of Default or Default under the Agreement and there exists no Material Adverse Effect.



     3. The representations and warranties contained in the Agreement, in any Loan Document to
which the Borrower is a party and in any certificate, document or financial or other statement
furnished at any time thereunder are true, correct and complete in all material respects with the
same effect as though such representations and warranties had been made on the date hereof, except
to the extent that any such representation and warranty relates solely to an earlier date (in which
case such representation and warranty shall be true, correct and complete on and as of such earlier
date).



     4. The Indebtedness outstanding under the Agreement constitutes Senior Debt and Designated
Senior Debt under, and as defined in, the Subordinated Indenture, and the Agreement constitutes the
“Credit Agreement” thereunder.



     5. If this Compliance Certificate is being executed and delivered by the undersigned upon or
following the effectiveness of the Second Subordinated Indenture, the Indebtedness outstanding
under the Agreement constitutes Senior Debt and Designated Senior Debt under, and as defined in,
the Second Subordinated Indenture, and the Agreement constitutes the “Credit Agreement” thereunder
(or if any such terms are not so defined in the Second Subordinated Indenture, such outstanding
Indebtedness shall have a status under the Second Subordinated Indenture substantially equivalent
to the status applicable to such terms under the Subordinated Indenture).









 



 


- 2 -




B. Financial Covenants




     1. As of the date hereof or, for such period as may be designated below, the computations,
ratios and calculations asset forth below, are true and correct:




	 	(a)	 	Covenant 6.1. Minimum Consolidated Net Worth

as of           , 20     :





	 	 	 
	Required Amount

	 	$600.0 Million







	 	(b)	 	Covenant 6.2. Interest Coverage Ratio .





	 	 	 
	(i) Consolidated EBITDA

	 	$_________
	 
	 	 
	(ii) Consolidated Capital Interest Expense
	 	 
	

	 	$_________
	 
	 	 
	(iii) Ratio of (i) to (ii)

	 	     ___to 1.0
	 
	 	 
	Required Ratio

	 	£3.0 to 1.0







	 	(c)	 	Covenant 6.3. Leverage Ratio .





	 	 	 
	(i) Consolidated Net Debt

	 	$_________
	 
	 	 
	(ii) Consolidated EBITDA

	 	$_________
	 
	 	 
	(iii) Ratio of (i) to (ii)

	 	     ___to 1.0
	 
	 	 
	Required Ratio

	 	33.5 to 1.0







	 	(d)	 	Covenant 6.4. Consolidated Capital Expenditures .





	 	 	 	 	 
	Consolidated Capital Expenditures

	 	$	_________	 
	 
	 	 	 	 
	Required Amount

	 	3$	100.0	 






     IN WITNESS WHEREOF, the undersigned, a Responsible Officer of the Borrower, has executed and
delivered this certificate on behalf of the Borrower on ___, 20_.



	 	 	 	 	 
	 	 	MOOG INC.
	 
	 	 	 	 
	 

	 	By
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:












 



 




SCHEDULE 2.1




LENDERS’ COMMITMENTS




	 	 	 	 	 	 	 	 	 
	 	 	Commitment	 	 	Applicable	 
	Lender	 	(In Millions)	 	 	Percentage	 
	HSBC Bank USA, National Association
	 	$	106.250	 	 	 	14.1666666666667	%
	Manufacturers and Traders Trust Company
	 	$	106.250	 	 	 	14.1666666666667	%
	Bank of America, N.A.
	 	$	90.000	 	 	 	12.0000000000000	%
	JPMorgan Chase Bank, N.A.
	 	$	90.000	 	 	 	12.0000000000000	%
	Citizens Bank of Pennsylvania
	 	$	65.000	 	 	 	8.66666666666667	%
	Bank of Tokyo-Mitsubishi UFJ
	 	$	45.000	 	 	 	6.00000000000000	%
	Trust Company
	 	 	 	 	 	 	 	 
	Societe Generale
	 	$	43.750	 	 	 	5.83333333333333	%
	Wells Fargo Bank, N.A.
	 	$	40.000	 	 	 	5.33333333333333	%
	PNC Bank, National Association
	 	$	25.000	 	 	 	3.33333333333333	%
	Comerica Bank
	 	$	25.000	 	 	 	3.33333333333333	%
	National City Bank
	 	$	31.250	 	 	 	4.16666666666667	%
	Fifth Third Bank
	 	$	31.250	 	 	 	4.16666666666667	%
	Northern Trust
	 	$	25.000	 	 	 	3.33333333333333	%
	First Niagara Bank
	 	$	26.250	 	 	 	3.50000000000000	%
	 
	 	 	 	 	 	 	 
	TOTAL
	 	$	750.000	 	 	 	100	%






	 	 	 	 	 	 	 	 	 
	 	 	Amount of Alternative	 	 	 	 
	 	 	Currency Sublimit	 	 	Applicable	 
	Lender	 	(In Millions)	 	 	Percentage	 
	HSBC Bank USA, National Association
	 	$	10.625	 	 	 	14.1666666666667	%
	Manufacturers and Traders Trust Company
	 	$	10.625	 	 	 	14.1666666666667	%
	Bank of America, N.A.
	 	$	9.000	 	 	 	12.0000000000000	%
	JPMorgan Chase Bank, N.A.
	 	$	9.000	 	 	 	12.0000000000000	%
	Citizens Bank of Pennsylvania
	 	$	6.500	 	 	 	8.66666666666667	%
	Bank of Tokyo-Mitsubishi UFJ
	 	$	4.500	 	 	 	6.00000000000000	%
	Trust Company
	 	 	 	 	 	 	 	 
	Societe Generale
	 	$	4.375	 	 	 	5.83333333333333	%
	Wells Fargo Bank, N.A.
	 	$	4.000	 	 	 	5.33333333333333	%
	PNC Bank, National Association
	 	$	2.500	 	 	 	3.33333333333333	%
	Comerica Bank
	 	$	2.500	 	 	 	3.33333333333333	%
	National City Bank
	 	$	3.125	 	 	 	4.16666666666667	%
	Fifth Third Bank
	 	$	3.125	 	 	 	4.16666666666667	%
	Northern Trust
	 	$	2.500	 	 	 	3.33333333333333	%
	First Niagara Bank
	 	$	2.625	 	 	 	3.50000000000000	%
	 
	 	 	 	 	 	 	 
	TOTAL
	 	$	75.000	 	 	 	100	%












 



 


- 2 -




SCHEDULE 2.1 continued



Applicable Lending Offices:



	 	 	 	 	 	 	 	 	 
	 
	 	Lender	 	 	Domestic Lending Office	 	 	Libor Lending Office	 
	 	HSBC Bank USA, 
National
Association

	 	 	One HSBC Center

Buffalo, NY 14203
	 	 	One HSBC Center

Buffalo, NY 14203	 
	 	Manufacturers
and Traders 

Trust Company

	 	 	One Fountain Plaza

12th Floor

Buffalo, NY 14203
	 	 	One Fountain Plaza

12th Floor

Buffalo, NY 14203	 
	 	Bank of America, N.A.

	 	 	70 Batterson Park Road

Farmington, CT 06032
	 	 	70 Batterson Park Road

Farmington, CT 06032	 
	 	JPMorgan Chase Bank, N.A.

	 	 	10 South Dearborn

Floor 07

Chicago, IL 60603-2003
	 	 	10 South Dearborn

Floor 07

Chicago, IL 60603-2003	 
	 	Citizens Bank of
Pennsylvania

	 	 	525
William Penn Place 

Room 153-2440

Pittsburgh, PA 15219
	 	 	100 Sockanosett Crossroads

Cranston, RI 02920	 
	 	Bank of Tokyo-

Mitsubishi UFJ Trust
Company

	 	 	1251
Avenue of the Americas 

12th Floor 

New York, NY 10020
	 	 	1251 Avenue of the Americas 

12th Floor 

New York, NY 10022	 
	 	Societe Generale

	 	 	1221
Avenue of Americas 

12th Floor 

New York, NY 10022
	 	 	1221 Avenue of Americas 

12th Floor 

New York, NY 10022	 
	 	Wells Fargo Bank, N.A.

	 	 	1700 Lincoln Street

Denver, CO 80203
	 	 	1700 Lincoln Street

Denver, CO 80203	 
	 	PNC Bank, National Association

	 	 	Two Tower Center Boulevard

21st Floor

East Brunswick, NJ 08816
	 	 	Two Tower Center Boulevard

21st Floor

East Brunswick, NJ 08816	 
	 	Comerica Bank

	 	 	One Detroit Center, 9th Floor

500 Woodward Avenue

Detroit, MI 48226
	 	 	One Detroit Center, 9th Floor

500 Woodward Avenue

Detroit, MI 48226	 
	 	National City Bank

	 	 	20 Stanwix Street

19th Floor

Pittsburgh, PA 15222
	 	 	20 Stanwix Street

19th Floor

Pittsburgh, PA 15222	 
	 	Fifth Third Bank

	 	 	600 Superior Avenue East

3rd Floor

Cleveland, OH 44114
	 	 	600 Superior Avenue East

3rd Floor

Cleveland, OH 44114	 
	 	Northern Trust

	 	 	50 S. LaSalle 

Chicago, IL 60675
	 	 	50 S. LaSalle 

Chicago, IL 60675	 
	 	First Niagara Bank

	 	 	726 Exchange Street 

Suite 900

Buffalo, NY 14210
	 	 	726 Exchange Street 

Suite 900

Buffalo, NY 14210	 
	 











 



 


- 4 -




SCHEDULE 2.1 continued




ISSUING BANKS’ COMMITMENT




	 	 	 
	 	 	Letter of Credit
	Issuing Banks	 	Commitment
	HSBC Bank USA, National Association
and Citizens Bank of Pennsylvania

	 	For both Issuing Banks, an aggregate
of $75,000,000