Exhibit 10.2




Modification No. 5 



Regarding


Amended and Restated Loan Agreement 



Among 



Certain
Lenders, 



HSBC Bank USA, National Association, As Agent 



And 



MOOG INC.


        This Modification No. 5 dated as of July 19, 2005
("Modification") to the Amended and Restated Loan Agreement dated as of March 3,
2003, as modified by Modification Nos. 1, 2, 3 and 4 thereto dated as of August
6, 2003, March 5, 2004, December 17, 2004, and April 13, 2005 ("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 ("Moog Components"), 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 advised the Agent and the Lenders that Moog Inc. is in active
negotiations regarding certain acquisitions (collectively, the "Acquisitions")
as follows: 

               
(i)     The acquisition by Moog Holding GmbH & Co. KG
("German Holding Company") from eight companies incorporated under the laws of
The Netherlands (collectively, the "Dutch Sellers") of all of the issued share
capital of FCS Control Systems B.V., a private company with limited liability
incorporated under the laws of The Netherlands ("FCS") for a purchase price of
approximately -39 Million ("FCS Acquisition") and 

               
(ii)     Three acquisitions from Kaydon Corporation, or an
affiliate of Kaydon Corporation, for an aggregate purchase price of
approximately $72.0 Million (collectively, the "Kaydon Acquisitions") as
follows: 

                       
(a)     The acquisition by Moog Inc. from Kaydon Corporation
of all of the shares of stock of Electro-Tec Corp., a corporation organized
under the laws of Delaware ("Electro-Tec") for a purchase price of approximately
$39.0 Million ("Electro-Tec Acquisition"). Electro-Tec will be merged into Moog
Inc., and the purchase price will be funded as a Revolving Loan under the
Agreement. 

                       
(b)     The acquisition by Moog Canada Corporation ("Moog
Canada") from Kaydon Acquisition Corporation, IX, Inc. of all of the shares of
stock of Focal Technologies Corporation, a corporation organized under the laws
of Nova Scotia ("Focal Technologies") for a purchase price of approximately
$29.0 Million ("Focal Technologies Acquisition"). Focal Technologies and Moog
Canada Corporation will be amalgamated shortly 




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thereafter, and the amalgamated entity will be a
subsidiary of Moog Europe Holdings y Cía, Sociedad Commandiataria ("Moog
Europe"). In connection with this acquisition, Moog Inc. will loan approximately
$10.0 Million to Moog Europe and $19.0 Million to Moog Canada. Moog Europe will
then make a capital contribution of approximately $10.0 Million to Moog Canada
so that Moog Canada will have the aggregate approximate $29.0 million required
for this acquisition. 

                        (c)     The acquisition by Moog Controls Ltd. or Moog
Inc. or another Subsidiary from Kaydon Limited of all of the shares of IDM
Electronics Limited, a corporation organized under the laws of England and Wales
("IDM") for a purchase price of approximately $4.0 Million ("IDM Acquisition")
which may be funded with the proceeds of a loan from Moog Ireland International
Services Centre Ltd. ("IFSC"), or from Moog Inc. 

        B.     Moog also advises that, upon consummation of the FCS Acquisition, FCS will remain a subsidiary of the German Holding Company
which is wholly owned by Moog Europe. FCS itself has four wholly-owned
subsidiaries, FCS Test Systems B.V., FCS Simulator Systems B.V., FCS Kelsey
Ltd., and FCS COM Inc. and owns a 33-1/3% share in FCS Racing Simulation B.V. ("FCS
Racing"), subject to an existing shareholders agreement which may permit the
existing shareholders of FCS Racing to purchase such ownership interest upon
completion of the FCS Acquisition with the proceeds thereof to be paid to the
Dutch Sellers or allocated between the Dutch Sellers and the German Holding
Company based on a formula set forth in the Stock Purchase Agreement. After the
FCS Acquisition, the shares of the U.S. Subsidiary of FCS, FCS COM Inc., will be
purchased by Moog Inc. for up to the approximate amount of $4.0 million, and
then FCS COM Inc. may merge into Moog Inc. 

        C.    The FCS Acquisition will be funded either entirely
through a loan from the IFSC to the German Holding Company or by means of a loan
from the IFSC to the German Holding Company in the U.S. dollar equivalent of
approximately -34 million and a loan from Moog Inc. to the German Holding
Company in the U.S. dollar equivalent of approximately -5 million. 

        D.    Moog Inc. has requested that
    the Agent and the Lenders:



	 	(i)

      	Modify the definition of "Permitted
    Acquisition" to permit the Acquisitions and to reduce to $25,000,000 the
    existing $50,000,000 Aggregate Acquisition Basket and eliminate the existing
    $25,000,000 Single Acquisition Basket.

    
	 	 	 
	 	(ii)

      	Modify the definition of "Consolidated
    Adjusted EBITDA" to permit certain of the adjusted historical financial
    results of the entities acquired in the FCS Acquisition and Kaydon
    Acquisitions to be included therein for the first twelve months following
    the date of the applicable acquisition for purposes of the Interest Coverage
    Ratio, the Fixed Charge Coverage Ratio, the Leverage Ratio and the
    calculation of Applicable Interest Margin.

    
	 	 	 
	 	(iii)

      	Modify (A) the definitions of
    "Permitted
    Indebtedness" and "Permitted Investment" to permit (1) the $29.0 Million in
    loans by Moog Inc. to Moog Europe and Moog Canada in connection with the
    Focal Technologies Acquisition and (2) any loans by Moog Inc. to (a) Moog

    





- 3 - 

	 	 	Controls Ltd. or another Subsidiary, as appropriate, in
the approximate amount of $4.0 million in connection with the IDM Acquisition
and (b) the German Holding Company in connection with the FCS Acquisition in the
U.S. dollar equivalent of approximately -5 million if such acquisitions
(described in the foregoing clauses (a) and (b)) are not otherwise funded
through financing provided by the IFSC, and (B) the definition of "Permitted
Investment" in connection with the purchase, for the approximate amount of
$4,000,000, by Moog Inc. of the shares of FCS COM Inc. from FCS Control Systems
B.V., following the FCS Acquisition.
    


        E.     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. 

        F.     Moog Inc. and Moog Components and each of the
guarantors under the Agreement ("Guarantors") will benefit from the
modifications set forth 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 Moog Components and Moog Inc. and their
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 Agent and the Lenders hereby modify the Agreement as follows: 

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

	 	"GHC"
means Moog Holding GmbH & Co. KG, a partnership formed under the laws of
Germany; whose limited partner with one hundred percent (100%) ownership
interests is Moog Europe and whose general partner is Moog Verwaltungs GmbH.
    


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

	 	"Moog Europe"
means Moog Europe Holdings y Cía Sociedad Commanditaria, a corporation formed
under the laws of Spain whose shareholders 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. 


               
(iii) Subsection (B) of Section 1.60 entitled "Permitted
Acquisition" is deleted and replaced with the
following: 




- 4 - 

	 	(B) the aggregate consideration paid (whether by means of
transfer of assets, by means of assumption of liabilities or otherwise, other
than assumption of trade payables and accrued short-term liabilities in the
ordinary course of business) by the Borrower and all Subsidiaries in connection
with all acquisitions during the term of this Agreement does not exceed
$25,000,000 ("Acquisition Basket") unless specifically consented to in writing
by the Agent and the Required Lenders, provided however, the aggregate
consideration paid, not exceeding the U.S. dollar equivalent of approximately
    -39 million for the FCS Acquisition as defined in Modification No. 5, and not
exceeding the approximate amount of $72,000,000 for the three acquisitions
defined as the Kaydon Acquisitions in Modification No. 5, shall be excluded from
the Acquisition Basket, and, provided further, that such FCS Acquisition and such Kaydon
    Acquisitions are hereby agreed to be "Permitted Acquisitions" hereunder, and


               
(iv) the existing part (ix) of Section 1.63 entitled "Permitted Indebtedness"
is deleted and replaced with the following new part (ix), (x) and (xi) of
Section 1.63: 

	 	(ix) acquisition Indebtedness in connection with the Focal
Technologies Acquisition as defined in Modification No. 5 and consisting of up
to approximately $10.0 Million (or its Euro equivalent) loaned by Moog Inc. to
Moog Europe and a loan of approximately $19.0 Million (or its Canadian dollar
equivalent) by Moog Inc. to Moog Canada Corporation; (x) acquisition
Indebtedness in connection with the IDM Acquisition as defined in Modification
No. 5 and consisting of approximately $4.0 Million (or its British Pound
Sterling equivalent) which may be loaned by Moog Inc. to Moog Controls Ltd. or
another Subsidiary, as appropriate, to the extent such acquisition is not
otherwise funded by Moog Ireland International Services Centre Ltd. (xi)
acquisition Indebtedness in connection with the FCS Acquisition as defined in
Modification No. 5 and consisting of up to approximately -5.0 Million loaned by
Moog Inc. to GHC to the extent such acquisition is not otherwise fully funded by
Moog Ireland International Services Centre Ltd.; or (xi) any other Indebtedness,
the aggregate outstanding amount of which is not more than $50,000,000 at any
time. 


               
(v) the existing part (xi) of Section 1.64 entitled "Permitted
Investment" is deleted and replaced with the
following new parts (xi), (xii), (xiii) and (xiv) as follows: 

	 	(xi) in connection with the IDM Acquisition as defined in
Modification No. 5, any Investment in the form of a loan of up to the
approximate amount of $4,000,000 (or its British Pound Sterling equivalent)
which may be made by Moog Inc. to Moog Controls Ltd. or another Subsidiary,
(xii) in connection with the





- 5 - 

	 	FCS Acquisition as defined in Modification No. 5, any
Investment in the form of a loan of up to the U.S. dollar equivalent of
approximately -5,000,000 made by Moog Inc. to GHC, or consisting of the purchase
of the stock of FCS COM Inc. by Moog Inc. for an approximate consideration of up
to $4,000,000, (xiii) in connection with the Focal Technologies Acquisition as
defined in Modification No. 5, the loan of up to approximately $19,000,000 (or
its Canadian dollar equivalent) to Moog Canada Corporation by Moog Inc. and the
loan of approximately $10,000,000 (or its Euro equivalent) to Moog Europe by
Moog Inc., or (xiv) any other Investments not exceeding $20,000,000 during the
term of this Agreement 


               
(vi) Section 1 entitled "Definitions"
is hereby amended so that the following definition is added as Section 1.91
thereof: 

	 	"Modification No. 5"
means the Modification No. 5 dated as of July 19, 2005 by and among Moog Inc.,
Moog Components, the Agent and Lenders amending this Agreement in connection
with certain acquisitions. 


                (vii) for purposes of calculating
"Consolidated
Adjusted EBITDA" as defined in Section 1.10 of the Agreement on a trailing four
fiscal quarter basis for purposes of the financial covenants in Sections 8.4
(Interest Coverage Ratio), 8.5 (Fixed Charge Coverage Ratio) and 8.6 (Leverage
Ratio) of the Agreement and the definition of Applicable Interest Margin in
Section 1.4 of the Agreement, Moog Inc. may, during the twelve month period
following the date of each of the Electro-Tec Acquisition, Focal Technologies
Acquisition, IDM Acquisition or the FCS Acquisition, each as defined in this
Modification No. 5, include in such calculation the necessary portion of the
adjusted historical results of the entity or entities acquired in any such
acquisition that were achieved prior to the date of the relevant acquisition for
such time period as is necessary for Moog Inc. to have figures on a trailing
four fiscal quarter basis from the date of computation with respect to such
acquired entity. 

                (viii) Section 7.19 entitled 
"Transactions with Affiliates and Foreign Subsidiaries"
is amended to permit the loans and contributions between the Borrower or any
Subsidiary and any Affiliate or Foreign Subsidiary as specified in this
Modification in connection with the Focal Technologies Acquisition, the IDM
Acquisition and the FCS Acquisition. 

                (ix) By signing below, Moog Inc. certifies that the
information set forth in Recitals A and B of this Modification No. 5 accurately
reflects the changes in Control to be entered into by Moog Inc. and its
Subsidiaries in connection with the Focal Technologies Acquisition and the FCS
Acquisition, and based thereon, the Lenders and Agent waive any further
requirement of delivery of a certificate under Section 8.13 entitled 
"Changes in Control" with
respect to the amalgamation of Focal Technologies Corporation and Moog Canada or
any merger of FCS COM Inc. into Moog Inc. 




- 6 - 

                        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. 

        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.
The parties hereto shall have duly executed and delivered to the Agent fourteen
(14) duplicate originals of this Modification. 

                        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
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 Modification as though
made on such date. 

                        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
and Warranties of Moog Inc. 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, 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 




- 7 - 

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
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. 

                        4.5     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 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 except for required filings and approvals
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and
regulations thereunder, 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     Stock Purchases.
Moog Inc. covenants to deliver to Agent a true, correct and complete copy of the
acquisition agreements covering each of the Kaydon Acquisitions as well as the
FCS Acquisition (each a "Purchase Agreement") promptly upon the execution of any
such agreement, and further covenants to deliver to Agent, promptly upon Agent's
request, copies of any documents and agreements related to each Purchase
Agreement as Agent may reasonably request. 

                        5.2     Collateral
Guaranty. Moog Inc. hereby covenants and
agrees to cooperate with the Agent in any manner reasonably necessary in order
to promptly continue, or in the case of after-acquired property, create a first
lien in favor of the Agent, on behalf of the Lenders, in all real and personal
property assets acquired by Moog Inc. as a result of the Electro-Tec Acquisition
as defined in Modification No. 5 and the merger of Electro-Tec into Moog Inc.,
including without limitation, executing and delivering to Agent, not later 45
days after the date the Electro-Tec Acquisition is closed, a satisfactory
mortgage and title insurance on the real property owned by Electro-Tec at the
time of the Electro-Tec Acquisition. 

                                 Moog Inc. hereby also covenants and agrees to
cooperate with the Agent in any manner reasonably necessary in order to deliver
to the Agent any guaranty or collateral documents that may be required under
Section 8.18 of the Agreement no later than 45 days after the date that the FCS
Acquisition has been consummated, unless prior thereto FCS COM Inc. has merged
into Moog Inc. 

        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. 

                        6.2     By their
signatures below, each of the Guarantors specifically consents to this
Modification and reaffirms the continuing effectiveness of its respective
guaranty and general security agreement originally executed and delivered in
connection with the Agreement, 




- 8 - 

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 including the
reasonable fees and disbursements of counsel to the Agent. 

                        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. 

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


[Signature Pages Follow] 


	
     
	HSBC BANK USA, NATIONAL ASSOCIATION
	 	 
	 	By:	 	 
	 	Name: John G. Tierney
	 	Title: Vice President
	 	 
	 	MANUFACTURERS AND TRADERS
	 	TRUST COMPANY
	 	 
	 	By:	 	
	 	Name: Mark E. Hoffman
	 	Title: Vice President
	 	 
	 	FLEET BANK, A BANK OF AMERICA COMPANY
	 	 
	 	By:	 	
	 	Name: Colleen M. O'Brien
	 	Title: Vice President
	 	 
	 	 
	 	KEYBANK NATIONAL ASSOCIATION
	 	 
	 	By:	 	
	 	Name: Suzannah Harris
	 	Title: Assistant Vice President
	 	 
	 	BANK OF TOKYO-MITSUBISHI
	 	TRUST COMPANY
	 	 
	 	By:	 	
	 	Name: Paresh Shah
	 	Title: Vice President
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 	
	 	Name: Doreen Casey
	 	Title: Vice President
	 	 
	 	[Signature Page to Moog Modification No. 5]




	
     
	JPMORGAN CHASE BANK, N.A.
	 	 
	 	By:	 	 
	 	Name: Michael E. Wolfram
	 	Title: Vice President
	 	 
	 	CITIZENS BANK OF PENNSYLVANIA
	 	 
	 	By:	 	 
	 	Name: Edward J. Kloecker, Jr
	 	Title: Vice President
	 	 
	 	COMERICA BANK
	 	 
	 	By:	 	 
	 	Name: Sarah R. West
	 	Title: Assistant Vice President
	 	 
	 	SOCIETE GENERALE
	 	 
	 	By:	 	 
	 	Name: R.D. Boyd Harman
	 	Title: Vice President
	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION,
	 	as Agent
	 	 
	 	By:	 	 
	 	Name: John G. Tierney
	 	Title: Vice President
	 	 
	 	MOOG INC., as a borrower and as a guarantor
	 	 
	 	By:	 	 
	 	Name: Robert R. Banta
	 	Title: Executive Vice President
	 	 
	 	 
	 	[Signature Page to Moog Modification No. 5]




	
     
	MOOG COMPONENTS GROUP INC., as a borrower
	 	and as a guarantor
	 	 
	 	By:	 	 
	 	Name: Timothy P. Balkin
	 	Title: Treasurer
	 	 
	 	MOOG FSC LTD., as a guarantor
	 	 
	 	By:	 	 
	 	Name: Timothy P. Balkin
	 	Title: Treasurer
	 	 
	 	MOOG PROPERTIES, INC., as a guarantor
	 	 
	 	By:	 	 
	 	Name: Timothy P. Balkin
	 	Title: Treasurer
	 	 
	 	MOOG INDUSTRIAL CONTROLS
	 	CORPORATION, as a guarantor
	 	 
	 	By:	 	 
	 	Name:Timothy P. Balkin
	 	Title: Treasurer



[Signature Page to Moog Modification No.
5]