exhibit10_1







Modification No. 2

Regarding 

Amended and Restated Loan Agreement 

Among 

Certain Lenders,

 HSBC Bank USA, As Agent 

And 

MOOG INC.




        This Modification No. 2 dated as of March 5, 2004 (“Modification”) to the Amended and Restated Loan Agreement dated as of March 3, 2003, as modified by Modification No. 1 thereto dated as of
August 6, 2003 (“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, a New York banking corporation, as agent for the Lenders (“Agent”). 



RECITALS 



        A.    Borrower has advised the Agent and the Lenders that Borrower has reviewed its capital expenditure plan for the next few years in light of recent events, including the recent acquisition of the
Poly-Scientific business of Litton Systems, Inc. by Moog Components Group Inc. and recent capital lease activity in Italy, and presently anticipates that it will be necessary to increase to $40,000,000 the current $30,000,000 limit on Consolidated
Capital Expenditures in the Agreement, and Borrower has requested that the Agent and the Lenders so modify the Agreement. 



        B.    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. 



        C.    The Borrower and each of the guarantors under the Agreement (“Guarantors”) will benefit from the modification 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 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 Modification shall have the
same meanings specified in the Agreement. 










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        2.     	Modification. The Agent and the Lenders hereby modify the Agreement as follows:



                (a) Section 9.10 entitled “Consolidated Capital Expenditures” is deleted in its entirety and replaced with the following: 



  
    

 	“9.10 Consolidated Capital Expenditures. Make Consolidated Capital 
Expenditures, other than for any Permitted Acquisition, exceeding in the aggregate $40,000,000 for the Borrower and all Subsidiaries in any one fiscal year of the Borrower.” 


    

  




                2.1     	Limitation on Modification. The foregoing modification is only applicable and shall only be effective in the specific
instance and for the specific purpose for which made, is 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, amendment 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, amendment 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 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 Borrower. Borrower hereby represents and warrants as follows: 










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                 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 the Borrower of this 
Modification is within Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not, and will not, (i) contravene Borrower’s certificate of incorporation or bylaws, (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, judgement, 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 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 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 is otherwise bound, or (ii) the exercise by the Agent or any Lender of its rights under the Agreement as modified by this Modification. 



 	        5.     	Acknowledgments and Reaffirmations. 



                 5.1     	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. 



                 5.2     	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 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. 










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        6.     Other. 



                 6.1     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. 



                 6.2     	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. 



                 6.3     	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. 


	 	
HSBC BANK USA, as Agent and as a Lender 
    
	 	 
	 	
By /s/ William H. Graser
Name: William H. Graser

Title: First Vice President
	 	 
	 	
MANUFACTURERS AND TRADERS TRUST COMPANY 
    
	 	 
	 	
By /s/ Sean V. Timms
Name: Sean V. Timms

    Title:
Vice President
	 	
FLEET NATIONAL BANK 
    
	 	 
	 	
By /s/ John C. Wright
Name: John C. Wright
	 	
Title: Vice President
	 	 
	 	
KEYBANK NATIONAL ASSOCIATION 
    
	 	 
	 	
By /s/ William R. Perkins 
Name: William R.
Perkins

Title: Vice President




  










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	 	BANK OF TOKYO-MITSUBISHI
	 	TRUST COMPANY
	 	 
	 	By /s/ Paresh R. Shah
	 	Name: Paresh R. Shah
	 	Title: Vice President
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	By /s/ Stephen W. Boyd
	 	Name: Stephen W. Boyd
	 	Title: Vice President
	 	 
	 	JPMORGAN CHASE BANK
	 	 
	 	By /s/ Michael E. Wolfram
	 	Name: Michael E. Wolfram
	 	Title: Vice President
	 	 
	 	CITIZENS BANK OF PENNSYLVANIA
	 	 
	 	By /s/ Edward J. Kloecker, Jr.
	 	Name: Edward J. Kloecker, Jr.
	 	Title: Vice President
	 	 
	 	COMERICA BANK
	 	 
	 	By /s/ Joel S. Gordon
	 	Name: Joel S. Gordon
	 	Title: Assistant Vice President
	 	 
	 	SOCIETE GENERALE
	 	 
	 	By /s/ Eric E. O. Siebert
	 	Name: Eric E. O. Siebert
	 	Title: Managing Director









	 	   - 6 -
	 	 
	 	 
	 	MOOG INC.
	 	 
	 	By /s/ Robert R. Banta
	 	Name: Robert R. Banta
	 	Title: Executive Vice President
	 	 
	 	MOOG FSC LTD., as a Guarantor
	 	 
	 	By /s/ Timothy P. Balkin
	 	Name: Timothy P. Balkin
	 	Title:  Treasurer
	 	 
	 	MOOG PROPERTIES, INC.,
	 	as a Guarantor
	 	 
	 	By /s/ Timothy P. Balkin
	 	Name: Timothy P. Balkin
	 	Title:  Treasurer
	 	 
	 	MOOG INDUSTRIAL CONTROLS
	 	CORPORATION, as a Guarantor
	 	 
	 	By /s/ Timothy P. Balkin
	 	Name: Timothy P. Balkin
	 	Title:  Treasurer
	 	 
	 	MOOG COMPONENTS GROUP INC.,
	 	as a Guarantor
	 	 
	 	By /s/ Timothy P. Balkin
	 	Name: Timothy P. Balkin
	 	Title:  Treasurer