Exhibit 4.3






EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT





by and among





MOOG INC.





and





Banc of America Securities LLC













Dated as of September 12, 2005



REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement
(this "Agreement") is made and entered into as of September 12, 2005, by and
among Moog Inc., a New York corporation (the "Company") and Banc of America
Securities LLC (the "Initial Purchaser"), who has agreed to purchase the
Company's 6.250% Senior Subordinated Notes due 2015 (the "Initial Notes")
pursuant to the Purchase Agreement (as defined below).

        This Agreement is made pursuant to
the Purchase Agreement, dated as of September 7, 2005 (the "Purchase
Agreement"), by and among the Company and the Initial Purchaser (i) for your
benefit and (ii) for the benefit of the holders from time to time of the Notes
(including you and the Initial Purchaser). In order to induce the Initial
Purchaser to purchase the Initial Notes, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchaser set
forth in Section 5(k) of the Purchase Agreement.

        The parties hereby agree as
follows:

        SECTION 1. Definitions. As
used in this Agreement, the following capitalized terms shall have the following
meanings:


        Additional Interest Payment Date:
With respect to the Initial Notes, each Interest Payment Date.


        Advice: As defined in the last
paragraph of Section 6 hereof.


        Agreement: As defined in the
preamble hereto.


        Broker-Dealer: Any broker or
dealer registered under the Exchange Act.


        Business Day: Any day other
than a Saturday, Sunday or U.S. federal holiday or a day on which banking
institutions or trust companies located in New York, New York are authorized or
obligated to be closed. 


        Closing Date: The date of this
Agreement.


        Commission: The Securities and
Exchange Commission.


        Company: As defined in the
preamble hereto.


        Consummate: An Exchange Offer
shall be deemed "Consummated" for purposes of this Agreement upon the occurrence
of (i) the filing and effectiveness under the Securities Act of the Exchange
Offer Registration Statement relating to the Exchange Notes to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than
the minimum period required pursuant to Section 3(b) hereof, and (iii) the
delivery by the Company to the Registrar under the Indenture of Exchange Notes
in the same aggregate principal amount as the aggregate principal amount of
Initial Notes that were tendered by Holders thereof pursuant to the Exchange
Offer.



        Effectiveness Target Date: As
defined in Section 5 hereof.


        Exchange Act: The Securities
Exchange Act of 1934, as amended.


        Exchange Notes: The 6.250%
Senior Subordinated Notes due 2015, of the same series under the Indenture as
the Initial Notes, to be issued to Holders in exchange for Transfer Restricted
Securities pursuant to this Agreement.


        Exchange Offer: The
registration by the Company under the Securities Act of the Exchange Notes
pursuant to a Registration Statement pursuant to which the Company offers the
Holders of all outstanding Transfer Restricted Securities the opportunity to
exchange all such outstanding Transfer Restricted Securities held by such
Holders for Exchange Notes in an aggregate principal amount equal to the
aggregate principal amount of the Transfer Restricted Securities tendered in
such exchange offer by such Holders.


        Exchange Offer Registration
Statement: The Registration Statement relating to the Exchange Offer,
including the related Prospectus.


        Exempt Resales: The
transactions in which the Initial Purchaser proposes to sell the Initial Notes
to certain "qualified institutional buyers," as such term is defined in Rule
144A under the Securities Act, and to certain non-U.S. persons pursuant to
Regulation S under the Securities Act.


        Existing Indenture: The
existing indenture, dated as of January 10, 2005, between the Company and
JPMorgan Chase Bank, N.A., as indenture trustee.


        Holders: As defined in Section
2(b) hereof.


        Indemnified Holder: As defined
in Section 8(a) hereof.


        Indenture: The Existing
Indenture, as supplemented by the Supplemental Indenture.


        Initial Notes: As defined in
the preamble hereto.


        Initial Placement: The
issuance and sale by the Company of the Initial Notes to the Initial Purchaser
pursuant to the Purchase Agreement.


        Initial Purchaser: As defined
in the preamble hereto.


        Interest Payment Date: As
defined in the Indenture and the Notes.


        NASD: National Association of
Securities Dealers, Inc.


        Notes: The Initial Notes and
the Exchange Notes.


        Person: An individual,
partnership, corporation, trust or unincorporated organization, or a government
or agency or political subdivision thereof.

2



        Prospectus: The prospectus
included in a Registration Statement, as amended or supplemented by any
prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
Prospectus.


        Purchase Agreement: As defined
in the preamble hereto.


        Registration Default: As
defined in Section 5 hereof.


        Registration Statement: Any
registration statement of the Company relating to (a) an offering of Exchange
Notes pursuant to an Exchange Offer or (b) the registration for resale of
Transfer Restricted Securities pursuant to the Shelf Registration Statement,
which is filed pursuant to the provisions of this Agreement, in each case,
including the Prospectus included therein, all amendments and supplements
thereto (including post-effective amendments) and all exhibits and material
incorporated by reference therein.


        Securities Act: The Securities
Act of 1933, as amended.


        Shelf Filing Deadline: As
defined in Section 4 hereof.


        Shelf Registration Statement: 
As defined in Section 4 hereof.


        Supplemental Indenture: The
supplemental indenture to the Existing Indenture, dated as of September 12,
2005, pursuant to which the Notes are to be issued.


        Suspension Notice: As defined
in the last paragraph of Section 6 hereof.


        Transfer Restricted Securities:
Each Initial Note, until the earliest to occur of (a) the date on which such
Initial Note is exchanged in the Exchange Offer and entitled to be resold to the
public by the Holder thereof without complying with the prospectus delivery
requirements of the Securities Act, (b) the date on which such Initial Note has
been effectively registered under the Securities Act and disposed of in
accordance with a Shelf Registration Statement and (c) the date on which such
Initial Note is distributed to the public pursuant to Rule 144 under the
Securities Act or by a Broker-Dealer pursuant to the "Plan of Distribution"
contemplated by the Exchange Offer Registration Statement (including delivery of
the Prospectus contained therein).


        Trust Indenture Act: The Trust
Indenture Act of 1939, as amended (15 U.S.C. Section 77aaa 77bbbb) and in effect
on the date of the Indenture.


        Underwritten Registration or
Underwritten Offering: A registration in which securities of the Company are
sold to an underwriter for reoffering to the public.

        SECTION 2. Securities Subject
to this Agreement. 


        (a) Transfer Restricted
Securities. The securities entitled to the benefits of this Agreement are
the Transfer Restricted Securities.

3



        (b) Holders of Transfer
Restricted Securities. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a "Holder") whenever such Person owns Transfer
Restricted Securities.

        SECTION 3. Registered Exchange
Offer. 


        (a) Unless the Exchange Offer
shall not be permissible under applicable law or Commission policy (after the
procedures set forth in Section 6(a) below have been complied with), the Company
shall (i) cause to be filed with the Commission as soon as reasonably
practicable after the Closing Date, but in no event later than 90 days after the
Closing Date, a Registration Statement under the Securities Act relating to the
Exchange Notes and the Exchange Offer, (ii) use its reasonable best efforts to
cause such Registration Statement to become effective as promptly as possible,
but in no event later than 180 days after the Closing Date, (iii) in connection
with the foregoing, use its reasonable best efforts to file (A) all
pre-effective amendments to such Registration Statement as may be necessary in
order to cause such Registration Statement to become effective, (B) if
applicable, a post-effective amendment to such Registration Statement pursuant
to Rule 430A under the Securities Act and (C) cause all necessary filings in
connection with the registration and qualification of the Exchange Notes to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer (provided, however, that the Company shall
not be required to qualify as a foreign corporation or to take any action that
would subject it to general service of process in any such jurisdiction where it
is not presently qualified or where it would be subject to taxation as a foreign
corporation), and (iv) upon the effectiveness of such Registration Statement,
commence the Exchange Offer. The Exchange Offer shall be on the appropriate form
permitting registration of the Exchange Notes to be offered in exchange for the
Transfer Restricted Securities and to permit resales of Notes held by
Broker-Dealers as contemplated by Section 3(c) below.

        (b) The Company shall use its
reasonable best efforts to cause the Exchange Offer Registration Statement to be
effective continuously and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that
in no event shall such period be less than 30 days after the date notice of the
Exchange Offer is mailed to the Holders. The Company shall cause the Exchange
Offer to comply with all applicable federal and state securities laws. No
securities other than the Notes shall be included in the Exchange Offer
Registration Statement. The Company shall use its reasonable best efforts to
cause the Exchange Offer to be Consummated as soon as reasonably practicable
after the Exchange Offer Registration Statement has become effective, but in no
event later than 210 days after the Closing Date.

        (c) The Company shall indicate in
a "Plan of Distribution" section contained in the Prospectus forming a part of
the Exchange Offer Registration Statement that any Broker-Dealer who holds
Initial Notes that are Transfer Restricted Securities and that were acquired for
its own account as a result of market-making activities or other trading
activities (other than Transfer Restricted Securities acquired directly from the
Company), may exchange such Initial Notes pursuant to the Exchange Offer;
however, such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Securities Act and must, therefore, deliver a prospectus

4



meeting the requirements of the Securities Act in connection with any resales
of the Exchange Notes received by such Broker-Dealer in the Exchange Offer,
which prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the Prospectus contained in the Exchange Offer Registration
Statement. Such "Plan of Distribution" section shall also contain all other
information with respect to such resales by Broker-Dealers that the Commission
may require in order to permit such resales pursuant thereto, but such "Plan of
Distribution" shall not name any such Broker-Dealer or disclose the amount of
Notes held by any such Broker-Dealer except to the extent required by the
Commission as a result of a change in policy after the date of this Agreement.

        The Company shall use its best
efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented and amended as required by the provisions of Section
6(c) below to the extent necessary to ensure that it is available for resales of
Notes acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period ending on the earlier of (i) 180 days from the date on which
the Exchange Offer Registration Statement is declared effective and (ii) the
date on which a Broker-Dealer is no longer required to deliver a prospectus in
connection with market-making or other trading activities.

        The Company shall provide
sufficient copies of the latest version of such Prospectus to Broker-Dealers
promptly upon request at any time during such 180-day (or shorter as provided in
the foregoing sentence) period in order to facilitate such resales.

        SECTION 4. Shelf Registration.



        (a) Shelf Registration. If
(i) the Company is not required to file an Exchange Offer Registration Statement
or to consummate the Exchange Offer because the Exchange Offer is not permitted
by applicable law or Commission policy (after the procedures set forth in
Section 6(a) below have been complied with), (ii) for any reason the Exchange
Offer is not Consummated within 210 days after the Closing Date, or (iii) with
respect to any Holder of Transfer Restricted Securities (A) such Holder is
prohibited by applicable law or Commission policy from participating in the
Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by
it in the Exchange Offer to the public without delivering a prospectus and that
the Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder, or (C) such Holder is
a Broker-Dealer and holds Initial Notes acquired directly from the Company or
one of its affiliates, then, upon such Holder's request, the Company shall:

        (x) cause to be filed a
		shelf registration statement pursuant to Rule 415 under the Securities
		Act, which may be an amendment to the Exchange Offer Registration
		Statement (in either event, the "Shelf Registration Statement") on or
		prior to 90 days after the filing obligation arises (such date being the
		"Shelf Filing Deadline"), which Shelf Registration Statement shall
		provide for resales of all Transfer Restricted Securities the Holders of
		which shall have provided the information required pursuant to Section
		4(b) hereof; and

		5

		
		
        (y) use its reasonable
		best efforts to cause such Shelf Registration Statement to be declared
		effective by the Commission on or before the 180th day after the Shelf
		Filing Deadline.

	

        The Company shall use its
reasonable best efforts to keep such Shelf Registration Statement continuously
effective, supplemented and amended as required by the provisions of Sections
6(b) and (c) hereof to the extent necessary to ensure that it is available for
resales of Notes by the Holders of Transfer Restricted Securities entitled to
the benefit of this Section 4(a), and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of at
least two years following the effective date of such Shelf Registration
Statement (or shorter period that will terminate when all the Notes covered by
such Shelf Registration Statement have been sold pursuant to such Shelf
Registration Statement).

        (b) Provision by Holders of
Certain Information in Connection with the Shelf Registration Statement. No
Holder of Transfer Restricted Securities may include any of its Transfer
Restricted Securities in any Shelf Registration Statement pursuant to this
Agreement unless and until such Holder furnishes to the Company in writing,
within 20 Business Days after receipt of a request therefor, such information as
the Company may reasonably request for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein.
Each Holder as to which any Shelf Registration Statement is being effected
agrees to furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.

        SECTION 5. Additional Interest.
If (i) any of the Registration Statements required by this Agreement is not
filed with the Commission on or prior to the date specified for such filing in
this Agreement, (ii) any of such Registration Statements has not been declared
effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the
Exchange Offer has not been Consummated within 30 Business Days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (iv) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded immediately by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself immediately declared effective (each such event referred to
in clauses (i) through (iv), a "Registration Default"), the Company hereby
agrees that the interest rate borne by the Transfer Restricted Securities held
by each Holder shall be increased by 0.25% per annum on the principal amount of
such Transfer Restricted Securities during the 90-day period immediately
following the occurrence of the first Registration Default and shall increase by
0.25% per annum on such principal amount at the end of each subsequent 90-day
period, but in no event shall such increase exceed 1.00% per annum. Following
the cure of all Registration Defaults relating to any particular Transfer
Restricted Securities, the interest rate borne by the relevant Transfer
Restricted Securities will be reduced to the original interest rate borne by
such Transfer Restricted Securities; provided, however, that, if after any such
reduction in interest rate, a different Registration Default occurs, the
interest rate borne by the relevant Transfer Restricted Securities shall again
be increased pursuant to the foregoing provisions.

6



        All obligations of the Company set
forth in the preceding paragraph that are outstanding with respect to any
Transfer Restricted Security at the time such security ceases to be a Transfer
Restricted Security shall survive until such time as all such obligations with
respect to such Note shall have been satisfied in full.

        SECTION 6. Registration
Procedures. 


        (a) Exchange Offer Registration
Statement. In connection with the Exchange Offer, the Company shall comply
with all of the provisions of Section 6(c) below, shall use its reasonable best
efforts to effect such exchange to permit the sale of Transfer Restricted
Securities being sold in accordance with the intended method or methods of
distribution thereof, and shall comply with all of the following provisions:

        (i) If in the reasonable
		opinion of counsel to the Company there is a question as to whether the
		Exchange Offer is permitted by applicable law, the Company hereby agrees
		to seek a no-action letter or other favorable decision from the
		Commission allowing the Company to Consummate an Exchange Offer for such
		Initial Notes. The Company hereby agrees to pursue the issuance of such
		a decision to the Commission staff level but shall not be required to
		take commercially unreasonable action to effect a change of Commission
		policy. The Company hereby agrees, however, to (A) participate in
		telephonic conferences with the Commission, (B) deliver to the
		Commission staff an analysis prepared by counsel to the Company setting
		forth the legal bases, if any, upon which such counsel has concluded
		that such an Exchange Offer should be permitted and (C) diligently
		pursue a favorable resolution by the Commission staff of such
		submission.

		        (ii) As a condition to its
		participation in the Exchange Offer pursuant to the terms of this
		Agreement, each Holder of Transfer Restricted Securities shall furnish,
		upon the request of the Company, prior to the Consummation thereof, a
		written representation to the Company (which may be contained in the
		letter of transmittal contemplated by the Exchange Offer Registration
		Statement) to the effect that (A) it is not an affiliate of the Company,
		(B) it is not engaged in, and does not intend to engage in, and has no
		arrangement or understanding with any person to participate in, a
		distribution of the Exchange Notes to be issued in the Exchange Offer
		and (C) it is acquiring the Exchange Notes in its ordinary course of
		business. In addition, all such Holders of Transfer Restricted
		Securities shall otherwise cooperate in the Company's preparations for
		the Exchange Offer. Each Holder hereby acknowledges and agrees that any
		Broker-Dealer and any such Holder using the Exchange Offer to
		participate in a distribution of the securities to be acquired in the
		Exchange Offer (1) could not under Commission policy as in effect on the
		date of this Agreement rely on the position of the Commission enunciated
		in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon
		Capital Holdings Corporation (available May 13, 1988), as interpreted in
		the Commission's letter to Shearman & Sterling dated July 2, 1993, and
		similar no-action letters (which may include any no-action letter
		obtained pursuant to clause (i) above), and (2) must comply with the
		registration and prospectus delivery requirements of the Securities Act
		in connection with a secondary resale transaction and that such a
		secondary resale transaction should be covered by an effective
		registration statement containing the selling security holder
		information required by Item 507 or 508, as applicable, of Regulation
		S-K of the 

		7

		
		
Securities Act if the resales are of Exchange Notes obtained by such
		Holder in exchange for Initial Notes acquired by such Holder directly
		from the Company.

	

        (b) Shelf Registration
Statement. In connection with the Shelf Registration Statement, the Company
shall comply with all the provisions of Section 6(c) below and shall use its
reasonable best efforts to effect such registration to permit the sale of the
Transfer Restricted Securities being sold in accordance with the intended method
or methods of distribution thereof, and pursuant thereto the Company will as
expeditiously as possible prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form under the
Securities Act, which form shall be available for the sale of the Transfer
Restricted Securities in accordance with the intended method or methods of
distribution thereof.

        (c) General Provisions. In
connection with any Registration Statement and any Prospectus required by this
Agreement to permit the sale or resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related
Prospectus required to permit resales of Notes by Broker-Dealers), the Company
shall:

        (i) use its reasonable
		best efforts to keep such Registration Statement continuously effective
		and provide all requisite financial statements for the period specified
		in Section 3 or 4 of this Agreement, as applicable; upon the occurrence
		of any event that would cause any such Registration Statement or the
		Prospectus contained therein (A) to contain a material misstatement or
		omission or (B) not to be effective and usable for resale of Transfer
		Restricted Securities during the period required by this Agreement, the
		Company shall file promptly an appropriate amendment to such
		Registration Statement, in the case of clause (A), correcting any such
		misstatement or omission, and, in the case of either clause (A) or (B),
		use its reasonable best efforts to cause such amendment to be declared
		effective and such Registration Statement and the related Prospectus to
		become usable for their intended purpose(s) as soon as practicable
		thereafter;

		        (ii) prepare and file with
		the Commission such amendments and post-effective amendments to the
		Registration Statement as may be necessary to keep the Registration
		Statement effective for the applicable period set forth in Section 3 or
		4 hereof, as applicable, or such shorter period as will terminate when
		all Transfer Restricted Securities covered by such Registration
		Statement have been sold; cause the Prospectus to be supplemented by any
		required Prospectus supplement, and as so supplemented to be filed
		pursuant to Rule 424 under the Securities Act, and to comply fully with
		the applicable provisions of Rules 424 and 430A under the Securities Act
		in a timely manner; and comply with the provisions of the Securities Act
		with respect to the disposition of all securities covered by such
		Registration Statement during the applicable period in accordance with
		the intended method or methods of distribution by the sellers thereof
		set forth in such Registration Statement or supplement to the
		Prospectus;

		        (iii) advise the
		underwriter(s), if any, and selling Holders promptly and, if requested
		by such Persons, to confirm such advice in writing, (A) when the
		Prospectus or any Prospectus supplement or post-effective amendment has
		been filed, and, with respect to any Registration Statement or any
		post-effective amendment thereto, when the same 

		8

		
		
has become effective, (B) of any request by the Commission for
		amendments to the Registration Statement or amendments or supplements to
		the Prospectus or for additional information relating thereto, (C) of
		the issuance by the Commission of any stop order suspending the
		effectiveness of the Registration Statement under the Securities Act or
		of the suspension by any state securities commission of the
		qualification of the Transfer Restricted Securities for offering or sale
		in any jurisdiction, or the initiation of any proceeding for any of the
		preceding purposes, (D) of the existence of any fact or the happening of
		any event that makes any statement of a material fact made in the
		Registration Statement, the Prospectus, any amendment or supplement
		thereto, or any document incorporated by reference therein untrue, or
		that requires the making of any additions to or changes in the
		Registration Statement or the Prospectus in order to make the statements
		therein not misleading. If at any time the Commission shall issue any
		stop order suspending the effectiveness of the Registration Statement,
		or any state securities commission or other regulatory authority shall
		issue an order suspending the qualification or exemption from
		qualification of the Transfer Restricted Securities under state
		securities or Blue Sky laws, the Company shall use its reasonable best
		efforts to obtain the withdrawal or lifting of such order at the
		earliest possible time;

		        (iv) furnish without
		charge to the Initial Purchaser, each selling Holder named in any
		Registration Statement, and each of the underwriter(s), if any, before
		filing with the Commission, copies of any Registration Statement or any
		Prospectus included therein or any amendments or supplements to any such
		Registration Statement or Prospectus (including all documents
		incorporated by reference after the initial filing of such Registration
		Statement), which documents will be subject to the review of such
		Holders and underwriter(s) in connection with such sale, if any, for a
		period of at least five Business Days, and the Company will not file any
		such Registration Statement or Prospectus or any amendment or supplement
		to any such Registration Statement or Prospectus (including all such
		documents incorporated by reference) to which the Initial Purchaser of
		Transfer Restricted Securities covered by such Registration Statement or
		the underwriter(s), if any, shall reasonably object in writing within
		five Business Days after the receipt thereof (such objection to be
		deemed timely made upon confirmation of telecopy transmission within
		such period). The objection of the Initial Purchaser or underwriter, if
		any, shall be deemed to be reasonable if such Registration Statement,
		amendment, Prospectus or supplement, as applicable, as proposed to be
		filed, contains a material misstatement or omission;

		        (v) promptly prior to the
		filing of any document that is to be incorporated by reference into a
		Registration Statement or Prospectus (provided that each selling Holder,
		underwriter or Initial Purchaser agrees to keep confidential, pursuant
		to a customary confidentiality agreement, any information obtained
		pursuant to this paragraph until such information is disclosed in a
		filing with the Commission or is otherwise publicly disclosed), provide
		copies of such document to the Initial Purchaser, each selling Holder
		named in any Registration Statement, and to the underwriter(s), if any,
		make the Company's representatives available for discussion of such
		document and other customary due diligence matters, and include such
		information in such document prior to the filing thereof as such selling
		Holders or underwriter(s), if any, reasonably may request;

		9

		
		
        (vi) make available at
		reasonable times for inspection by the Initial Purchaser, any managing
		underwriter participating in any disposition pursuant to such
		Registration Statement and any attorney or accountant retained by the
		Initial Purchaser or any of the underwriter(s), all financial and other
		records, pertinent corporate documents and properties of the Company in
		the offices where such records and documents are normally maintained and
		cause the Company's officers, directors and employees to supply all
		information reasonably requested by any such Holder, underwriter,
		attorney or accountant in connection with such Registration Statement
		subsequent to the filing thereof and prior to its effectiveness;

		        (vii) if requested by any
		selling Holders or the underwriter(s), if any, promptly incorporate in
		any Registration Statement or Prospectus, pursuant to a supplement or
		post-effective amendment if necessary, such information as such selling
		Holders and underwriter(s), if any, may reasonably request to have
		included therein, including, without limitation, information relating to
		the "Plan of Distribution" of the Transfer Restricted Securities,
		information with respect to the principal amount of Transfer Restricted
		Securities being sold to such underwriter(s), the purchase price being
		paid therefor and any other terms of the offering of the Transfer
		Restricted Securities to be sold in such offering; and make all required
		filings of such Prospectus supplement or post-effective amendment as
		soon as practicable after the Company is notified of the matters to be
		incorporated in such Prospectus supplement or post-effective amendment;

		        (viii) cause the Transfer
		Restricted Securities covered by the Registration Statement to be rated
		with the appropriate rating agencies, if so requested by the Holders of
		a majority in aggregate principal amount of Notes covered thereby or the
		underwriter(s), if any;

		        (ix) furnish to each
		selling Holder and each of the underwriter(s), if any, without charge,
		at least one copy of the Registration Statement, as first filed with the
		Commission, and of each amendment thereto, including financial
		statements and schedules, all documents incorporated by reference
		therein and all exhibits (including exhibits incorporated therein by
		reference);

		        (x) deliver to each
		selling Holder and each of the underwriter(s), if any, without charge,
		as many copies of the Prospectus (including each preliminary prospectus)
		and any amendment or supplement thereto as such Persons reasonably may
		request; the Company hereby consents to the use of the Prospectus and
		any amendment or supplement thereto by each of the selling Holders and
		each of the underwriter(s), if any, in connection with the offering and
		the sale of the Transfer Restricted Securities covered by the Prospectus
		or any amendment or supplement thereto;

		        (xi) enter into such
		agreements (including an underwriting agreement; but only in the case of
		a Shelf Registration Statement contemplated by this Agreement), and make
		such customary representations and warranties, and take all such other
		actions in connection therewith in order to expedite or facilitate the
		disposition of the Transfer Restricted Securities pursuant to any
		Registration Statement contemplated by this Agreement, all to such
		extent as may be reasonably requested by the Initial Purchaser or 

		10

		
		
by any Holder of Transfer Restricted Securities or underwriter in
		connection with any sale or resale pursuant to any Registration
		Statement contemplated by this Agreement; and whether or not an
		underwriting agreement is entered into and whether or not the
		registration is an Underwritten Registration, the Company shall:

		        (A) furnish to the
				Initial Purchaser, each selling Holder and each underwriter, if
				any, in such substance and scope as they may request and as are
				customarily made by issuers to underwriters in primary
				underwritten offerings, upon the date of the Consummation of the
				Exchange Offer and, if applicable, the effectiveness of the
				Shelf Registration Statement:

				        (1) a
						certificate, dated the date of Consummation of the
						Exchange Offer or the date of effectiveness of the Shelf
						Registration Statement, as the case may be, signed by
						(y) the President or a Vice President and (z) a
						principal financial or accounting officer of the
						Company, confirming, as of the date thereof, the matters
						set forth in paragraphs (i), (ii), (iii) and (iv) of
						Section 5(h) of the Purchase Agreement and such other
						matters as such parties may reasonably request;

						        (2) an
						opinion, dated the date of Consummation of the Exchange
						Offer or the date of effectiveness of the Shelf
						Registration Statement, as the case may be, of counsel
						for the Company, covering the matters set forth in
						paragraph (f) of Section 5 of the Purchase Agreement and
						such other matter as such parties may reasonably
						request, and in any event including a statement to the
						effect that such counsel has participated in conferences
						with officers and other representatives of the Company,
						representatives of the independent registered public
						accountants for the Company, the Initial Purchaser's
						representatives and the Initial Purchaser's counsel in
						connection with the preparation of such Registration
						Statement and the related Prospectus and have considered
						the matters required to be stated therein and the
						statements contained therein, although such counsel has
						not independently verified the accuracy, completeness or
						fairness of such statements; and that such counsel
						advises that, on the basis of the foregoing (relying as
						to materiality to a large extent upon facts provided to
						such counsel by officers and other representatives of
						the Company and without independent check or
						verification), no facts came to such counsel's attention
						that caused such counsel to believe that the applicable
						Registration Statement, at the time such Registration
						Statement or any post-effective amendment thereto became
						effective, and, in the case of the Exchange Offer
						Registration Statement, as of the date of Consummation,
						contained an untrue statement of a material fact or
						omitted to state a material fact required to be stated
						therein or necessary to make the statements therein not
						misleading, or that the Prospectus contained in such
						Registration Statement as of its date and, in the case
						of the opinion dated the date of Consummation of the
						Exchange Offer, as of the date of Consummation,
						contained an untrue statement of a material fact or
						omitted to state a material fact necessary in 

						11

						
						
order to make the statements therein, in the light of
						the circumstances under which they were made, not
						misleading. Without limiting the foregoing, such counsel
						may state further that such counsel assumes no
						responsibility for, and has not independently verified,
						the accuracy, completeness or fairness of the financial
						statements, notes and schedules and other financial data
						included in any Registration Statement contemplated by
						this Agreement or the related Prospectus; and

						        (3) a
						customary comfort letter, dated as of the date of
						Consummation of the Exchange Offer or the date of
						effectiveness of the Shelf Registration Statement, as
						the case may be, from the Company's independent
						accountants, in the customary form and covering matters
						of the type customarily covered in comfort letters by
						underwriters in connection with primary underwritten
						offerings, and affirming the matters set forth in the
						comfort letters delivered pursuant to Section 5(d) of
						the Purchase Agreement, without exception;

					
				
				        (B) in the case of
				an underwritten offering, set forth in full or incorporate by
				reference in the underwriting agreement, if any, the
				indemnification provisions and procedures of Section 8 hereof
				with respect to all parties to be indemnified pursuant to said
				Section; and

				        (C) in the case of
				an underwritten offering, deliver such other documents and
				certificates as may be reasonably requested by such parties to
				evidence compliance with clause (A) above and with any customary
				conditions contained in the underwriting agreement or other
				customary agreement entered into by the Company pursuant to this
				clause (xi), if any.

			
		
		        If at any time prior to
		the date of the Consummation of the Exchange Offer and, if applicable,
		the completion of the resale of Transfer Restricted Securities pursuant
		to a Shelf Registration Statement, the representations and warranties of
		the Company contemplated in clause (A)(1) above cease to be true and
		correct, the Company shall so advise the Initial Purchaser and the
		underwriter(s), if any, and each selling Holder promptly and, if
		requested by such Persons, shall confirm such advice in writing;

		        (xii) prior to any public
		offering of Transfer Restricted Securities, cooperate with the selling
		Holders, the underwriter(s), if any, and their respective counsel in
		connection with the registration and qualification of the Transfer
		Restricted Securities under the securities or Blue Sky laws of such
		jurisdictions as the selling Holders or underwriter(s) may request and
		do any and all other acts or things necessary or advisable to enable the
		disposition in such jurisdictions of the Transfer Restricted Securities
		covered by the Shelf Registration Statement; provided, however,
		that the Company shall not be required to register or qualify as a
		foreign corporation where it is not then so qualified or to take any
		action that would subject it to the service of process in suits or to
		taxation, other than as to matters and transactions relating to the
		Registration Statement, in any jurisdiction where it is not then so
		subject;

		12

		
		
        (xiii) shall issue, upon
		the request of any Holder of Initial Notes covered by the Shelf
		Registration Statement, Exchange Notes, having an aggregate principal
		amount equal to the aggregate principal amount of Initial Notes
		surrendered to the Company by such Holder in exchange therefor or being
		sold by such Holder; such Exchange Notes to be registered in the name of
		such Holder or in the name of the purchaser(s) of such Notes, as the
		case may be; in return, the Initial Notes held by such Holder shall be
		surrendered to the Company for cancellation;

		        (xiv) cooperate with the
		selling Holders and the underwriter(s), if any, to facilitate the timely
		preparation and delivery of certificates representing Transfer
		Restricted Securities to be sold and not bearing any restrictive
		legends; and enable such Transfer Restricted Securities to be in such
		denominations and registered in such names as the Holders or the
		underwriter(s), if any, may request at least two Business Days prior to
		any sale of Transfer Restricted Securities made by such underwriter(s);

		        (xv) use its reasonable
		best efforts to cause the Transfer Restricted Securities covered by the
		Registration Statement to be registered with or approved by such other
		governmental agencies or authorities as may be necessary to enable the
		seller or sellers thereof or the underwriter(s), if any, to consummate
		the disposition of such Transfer Restricted Securities, subject to the
		proviso contained in clause (viii) above;

		        (xvi) if any fact or event
		contemplated by clause (c)(iii)(D) above shall exist or have occurred,
		prepare a supplement or post-effective amendment to the Registration
		Statement or related Prospectus or any document incorporated therein by
		reference or file any other required document so that, as thereafter
		delivered to the purchasers of Transfer Restricted Securities, the
		Prospectus will not contain an untrue statement of a material fact or
		omit to state any material fact necessary to make the statements therein
		not misleading;

		        (xvii) provide a CUSIP
		number for all Transfer Restricted Securities not later than the
		effective date of the Registration Statement and provide the Trustee
		under the Indenture with printed certificates for the Transfer
		Restricted Securities which are in a form eligible for deposit with the
		Depositary Trust Company;

		        (xviii) in connection with
		a sale of Transfer Restricted Securities pursuant to a Shelf
		Registration Statement and an underwriting agreement, cooperate and
		assist in any filings required to be made with the NASD and in the
		performance of any due diligence investigation by any underwriter
		(including any "qualified independent underwriter") that is required to
		be retained in accordance with the rules and regulations of the NASD,
		and use its reasonable best efforts to cause such Registration Statement
		to become effective and approved by such governmental agencies or
		authorities as may be necessary to enable the Holders selling Transfer
		Restricted Securities to consummate the disposition of such Transfer
		Restricted Securities;

		        (xix) otherwise use its
		reasonable best efforts to comply with all applicable rules and
		regulations of the Commission, and make generally available to its
		security holders, as soon as practicable, a consolidated earnings
		statement meeting the requirements of 

		13

		
		
Rule 158 (which need not be audited) for the twelve-month period (A)
		commencing at the end of any fiscal quarter in which Transfer Restricted
		Securities are sold to underwriters in a firm or best efforts
		Underwritten Offering or (B) if not sold to underwriters in such an
		offering, beginning with the first month of the Company's first fiscal
		quarter commencing after the effective date of the Registration
		Statement;

		        (xx) cause the Indenture
		to be qualified under the Trust Indenture Act not later than the
		effective date of the first Registration Statement required by this
		Agreement, and, in connection therewith, cooperate with the Trustee and
		the Holders of Notes to effect such changes to the Indenture as may be
		required for such Indenture to be so qualified in accordance with the
		terms of the Trust Indenture Act; and to execute and use its reasonable
		best efforts to cause the Trustee to execute, all documents that may be
		required to effect such changes and all other forms and documents
		required to be filed with the Commission to enable such Indenture to be
		so qualified in a timely manner; 

		        (xxi) cause all Transfer
		Restricted Securities covered by the Registration Statement to be listed
		on each securities exchange on which similar securities issued by the
		Company are then listed if requested by the Holders of a majority in
		aggregate principal amount of Initial Notes or the managing
		underwriter(s), if any; and

		        (xxii) provide promptly to
		each Holder upon request each document filed with the Commission
		pursuant to the requirements of Section 13 and Section 15 of the
		Exchange Act.

	

        Each Holder agrees by acquisition
of a Transfer Restricted Security that, upon receipt of any notice referred to
in Section 6(c)(iii)(C) hereof, any notice from the Company of the existence of
any fact of the kind described in Section 6(c)(iii)(D) hereof or any notice from
the Company of its determination, in its reasonable judgment, that the continued
effectiveness and use of the Registration Statement and the Prospectus included
therein would require the disclosure of confidential information or interfere
with any financing, acquisition, corporate reorganization or other material
transaction or development involving the Company (in each case, a "Suspension
Notice"), such Holder will forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the applicable Registration Statement until (i)
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(xvi) hereof, (ii) the lifting of any stop order by
the Commission, or (iii) until it is advised in writing (the "Advice") by the
Company that the use of the Prospectus may be resumed, and has received copies
of any additional or supplemental filings that are incorporated by reference in
the Prospectus. Such Holder receiving a Suspension Notice hereby agrees that if
so directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such Suspension Notice. In
the event the Company shall give any such Suspension Notice, the time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or 4 hereof, as applicable, shall be extended by the number of days during the
period from and including the date of the giving of such Suspension Notice to
and including the date when each selling Holder covered by such Registration
Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the
Advice; however, 

14



no such extension shall be taken into account in determining whether
Additional Interest is due pursuant to Section 5 hereof or the amount of such
Additional Interest, it being agreed that the Company's option to suspend use of
a Registration Statement pursuant to this paragraph shall be treated as a
Registration Default for purposes of Section 5.

        SECTION 7. Registration Expenses. 


        (a) All expenses incident to the Company's performance of or compliance with
this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses (including filings made by the Initial
Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of
any "qualified independent underwriter" and its counsel that may be required by
the rules and regulations of the NASD)); (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (iii)
all expenses of printing (including printing certificates for the Exchange Notes
to be issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company and, subject to Section 7(b) below, the Holders of Transfer
Restricted Securities; (v) all application and filing fees in connection with
listing the Exchange Notes on a national securities exchange or automated
quotation system pursuant to the requirements thereof; and (vi) all fees and
disbursements of independent certified public accountants of the Company
(including the expenses of any special audit and comfort letters required by or
incident to such performance).

        The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

        (b) In connection with any Registration Statement required by this Agreement
(including, without limitation, the Exchange Offer Registration Statement and
the Shelf Registration Statement), the Company will reimburse the Initial
Purchaser and the Holders of Transfer Restricted Securities being tendered in
the Exchange Offer and/or resold pursuant to the "Plan of Distribution"
contained in the Exchange Offer Registration Statement or registered pursuant to
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Shearman & Sterling LLP
or such other counsel as may be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.

        SECTION 8. Indemnification. 


        (a) The Company agrees to indemnify and hold harmless (i) each Holder and
(ii) each Person, if any, who controls (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons
referred to in this clause (ii) being hereinafter referred to as a "controlling
person") and (iii) the respective officers, directors, partners, employees,
representatives and agents of any Holder or any controlling person (any person
referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
"Indemnified Holder"), to the fullest extent lawful, from and against any and
all losses, claims, damages, 

15


liabilities, judgments, actions and expenses
(including without limitation and as incurred, reimbursement of all reasonable
costs of investigating, preparing, pursuing, settling, compromising, paying or
defending any claim or action, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of counsel chosen by such Indemnified Holder), joint or
several, directly or indirectly caused by, related to, based upon, arising out
of or in connection with any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or Prospectus (or any
amendment or supplement thereto), or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, provided, however, that the Company
shall not be liable (i) insofar as such losses, claims, damages, liabilities or
expenses are caused by an untrue statement or omission or alleged untrue
statement or omission that is made in reliance upon and in conformity with
information furnished in writing to the Company by any of the Holders expressly
for use therein, and (ii) with respect to a preliminary prospectus (or
Prospectus before amendment or supplement) to the extent that any such loss,
claim, damage or liability of such Indemnified Holder results from the fact that
such Indemnified Holder sold Transfer Restricted Securities to a Person as to
whom it shall be established that there was not sent or given, at or prior to
the written confirmation of such sale, a copy of the Prospectus (or the
Prospectus as then amended or supplemented if the Company shall have furnished
such Indemnified Holder with copies of such amendment or supplement thereto
sufficient to allow for a timely distribution prior to the confirmation of the
sale by such Indemnified Holder), in any case where such delivery is required by
applicable law and the loss, claim, damage or liability of such Indemnified
Holder from an untrue statement or omission of a material fact contained in the
preliminary prospectus (or Prospectus before any such amendment or supplement)
which was corrected in the Prospectus (or in the Prospectus as then amended or
supplemented if the Company shall have furnished such Indemnified Holder with
copies of such amendment or supplement thereto sufficient to allow for a timely
distribution prior to the confirmation of the sale by such Indemnified Holder);
and (iii) for any such loss, claim, damage or liability with respect to a
Prospectus, prospectus supplement or Registration Statement in the event that
such Indemnified Holder has received a Suspension Notice. This indemnity
agreement shall be in addition to any liability which the Company may otherwise
have.

        Promptly after receipt by an Indemnified Holder under this Section 8 of
notice of the commencement of any action, such Indemnified Holder will, if a
claim in respect thereof is to be made against the Company under this Section 8,
notify the Company in writing of the commencement thereof, but the omission so
to notify the Company will not relieve it from any liability which it may have
to the Indemnified Holder for contribution or otherwise than under the indemnity
agreement contained in this Section 8 or to the extent that the Company is not
prejudiced as a proximate result of such failure. In case any such action is
brought against any Indemnified Holder and such Indemnified Holder seeks or
intends to seek indemnity from the Company, the Company will be entitled to
participate in, and, to the extent that it shall elect, jointly with all other
indemnifying parties similarly notified, by written notice delivered to the
Indemnified Holder promptly after receiving the aforesaid notice from such
Indemnified Holder, to assume the defense thereof with counsel reasonably
satisfactory to such Indemnified Holder; provided, however, if the defendants in
any such action include both the Indemnified Holder and the Company and the
Indemnified Holder shall have reasonably concluded that a conflict may arise
between the positions of the Company and the Indemnified Holder in conducting
the 

16


defense of any such action or that there may be legal defenses available to
it and/or other Indemnified Holders which are different from or additional to
those available to the Company, the Indemnified Holder or Indemnified Holders
shall have the right to select separate counsel to assume such legal defenses
and to otherwise participate in the defense of such action on behalf of such
Indemnified Holder or Indemnified Holders. Upon receipt of notice from the
Company to such Indemnified Holder of the Company's election so to assume the
defense of such action and approval by the Indemnified Holder of counsel, the
Company will not be liable to such Indemnified Holder under this Section 8 for
any legal or other expenses subsequently incurred by such Indemnified Holder in
connection with the defense thereof unless (i) the Indemnified Holder shall have
employed separate counsel in accordance with the proviso to the next preceding
sentence (it being understood, however, that the Company shall not be liable for
the expenses of more than one separate counsel (together with local counsel),
approved by the Company, representing the Indemnified Holders who are parties to
such action) or (ii) the Company shall not have employed counsel satisfactory to
the Indemnified Holder to represent the Indemnified Holder within a reasonable
time after notice of commencement of the action, in each of which cases, the
fees and expenses of counsel shall be at the expense of the Company. The Company
shall not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for such Indemnified Holders, which
firm shall be designated by the Holders. The Company shall be liable for any
settlement of any such action or proceeding effected with the Company's prior
written consent, which consent shall not be withheld unreasonably, and the
Company agrees to indemnify and hold harmless any Indemnified Holder from and
against any loss, claim, damage, liability or expense by reason of any
settlement of any action effected with the written consent of the Company. The
Company shall not, without the prior written consent of each Indemnified Holder,
settle or compromise or consent to the entry of judgment in or otherwise seek to
terminate any pending or threatened action, claim, litigation or proceeding in
respect of which indemnification or contribution may be sought hereunder
(whether or not any Indemnified Holder is a party thereto), unless such
settlement, compromise, consent or termination includes an unconditional release
of each Indemnified Holder from all liability arising out of such action, claim,
litigation or proceeding.

        (b) Each Holder of Transfer Restricted Securities agrees, severally and not
jointly, to indemnify and hold harmless the Company and its directors, officers
of the Company who sign a Registration Statement, and any Person controlling
(within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) the Company, and the respective officers, directors, partners,
employees, representatives and agents of each such Person, to the same extent as
the foregoing indemnity from the Company to each of the Indemnified Holders, but
only with respect to claims and actions based on information relating to such
Holder furnished in writing by such Holder, or in writing on their behalf,
expressly for use in any Registration Statement. In case any action or
proceeding shall be brought against the Company or its directors or officers or
any such controlling person in respect of which indemnity may be sought against
a Holder of Transfer Restricted Securities, such Holder shall have the rights
and duties given the Company and the Company or its directors or officers or
such controlling person shall have the rights and duties given to each Holder by
the preceding paragraph. 

17



        (c) If the indemnification provided for in this Section 8 is unavailable to
an indemnified party under Section 8(a) or Section 8(b) hereof (other than by
reason of exceptions provided in those Sections) in respect of any losses,
claims, damages, liabilities, judgments, actions or expenses referred to
therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative benefits
received by the Company, on the one hand, and the Holders, on the other hand,
from the Initial Placement (which in the case of the Issuer shall be deemed to
be equal to the total gross proceeds from the Initial Placement as set forth on
the cover page of the Offering Memorandum less any discount received by the
Initial Purchaser in the Initial Placement), the amount of Additional Interest
which did not become payable as a result of the filing of the Registration
Statement resulting in such losses, claims, damages, liabilities, judgments
actions or expenses, and such Registration Statement, or if such allocation is
not permitted by applicable law, the relative fault of the Company on the one
hand, and of the Indemnified Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the Company on the one hand and of the Indemnified Holder
on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Indemnified Holder and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in the second paragraph
of Section 8(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.

        The Company and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 8(c)
were determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8, none of the
Holders (and its related Indemnified Holders) shall be required to contribute,
in the aggregate, any amount in excess of the amount by which the total discount
received by such Holder with respect to the Initial Notes exceeds the amount of
any damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(c) are several in
proportion to the respective principal amount of Initial Notes held by each of
the Holders hereunder and not joint.

18



        SECTION 9. Rule 144A. The Company hereby agrees with each Holder, for
so long as any Transfer Restricted Securities remain outstanding, to make
available to any Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities from such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Securities Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A under the
Securities Act.

        SECTION 10. Participation In Underwritten Registrations. No Holder may
participate in any Underwritten Registration hereunder unless such Holder (a)
agrees to sell such Holder's Transfer Restricted Securities on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of such
underwriting arrangements.

        SECTION 11. Selection Of Underwriters. The Holders of Transfer
Restricted Securities covered by the Shelf Registration Statement who desire to
do so may sell such Transfer Restricted Securities in an Underwritten Offering.
In any such Underwritten Offering, the investment banker or investment bankers
and manager or managers that will administer the offering will be selected by
the Holders of a majority in aggregate principal amount of the Transfer
Restricted Securities included in such offering; provided, that such
investment bankers and managers must be reasonably satisfactory to the Company.

        SECTION 12. Miscellaneous. 


        (a) Remedies. The Company hereby agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it
of the provisions of this Agreement and hereby agree to waive the defense in any
action for specific performance that a remedy at law would be adequate.

        (b) No Inconsistent Agreements. The Company will not on or after the
date of this Agreement enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

        (c) Adjustments Affecting the Notes. The Company will not take any
action, or permit any change to occur, with respect to the Notes that would
materially and adversely affect the ability of the Holders to Consummate any
Exchange Offer.

        (d) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer and that does not affect directly or indirectly the rights of other
Holders whose securities are not being 

19


tendered pursuant to such Exchange Offer
may be given by the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities being tendered or registered; provided,
however, that, with respect to any matter that directly or indirectly
affects the rights of the Initial Purchaser, the Company shall obtain the
written consent of the Initial Purchaser with respect to which such amendment,
qualification, supplement, waiver, consent or departure is to be effective.

        (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:


	    (i) if to a Holder, at the address set forth on the records of the
		Registrar under the Indenture, with a copy to the Registrar under the
		Indenture; and

	    (ii) if to the Company:

	
		
			Moog Inc.
6860 Seneca Street
P.O. Box 18
East Aurora, New York 14052-0018
Facsimile: (716) 687-4457
Attention: Robert R. Banta

		

	



                    with a copy to:


	
		
			Hodgson Russ LLP
One M&T Plaza, Suite 2000
Buffalo, New York 14203
Facsimile: (716) 849-0349
Attention: John B. Drenning, Esq., John J. Zak, Esq.
			

		

	



        All such notices and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if telecopied; and on the next business day,
if timely delivered to an air courier guaranteeing overnight delivery.

        Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

        (f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; provided, however,
that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or
assign acquired Transfer Restricted Securities from such Holder.

20



        (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

        (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

        (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

        (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

        (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the Transfer Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

21



        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

	 	MOOG INC.,

		a New York corporation
	 	 
	 	By: 	 /s/
		Robert T. Brady
	 	 	Name: Robert T. Brady

		Title:  President and Chief Executive Officer


 

 

													
												
											
										
									
								
							
						
					
				
			
		
	

        The foregoing Registration Rights Agreement is hereby confirmed and accepted
as of the date first above written: 

	BANC OF AMERICA SECURITIES LLC	 
	 	 
	By: 	/s/ Stephan
		Jaeger	 
	 	Name:  Stephan Jaeger

		Title:     Principal	 


22