Exhibit 4.2





 

	
 

		
	


		
	


		
	
Moog Inc.

		
	


		
	 
	
6.250% SENIOR SUBORDINATED NOTES DUE 2015

		
	


		
	 	 	 
	 
	
FIRST SUPPLEMENT 

		
	


		
	 
	
Dated as of September 12, 2005 

		
	 
	


		
	
To the Indenture Dated as of January 10, 2005

		
	 	 	 
	


		
	


		
	
JPMorgan Chase Bank, N.A.

		
	


Trustee 

		
	 	 	 
	 














        FIRST SUPPLEMENT ("First Supplement"), dated as of September 12, 2005, to the
Indenture, dated as of January 10, 2005, between Moog Inc., a New York
corporation (the "Company") and JPMorgan Chase Bank, N.A., a national banking
association, as trustee (the "Trustee").

WITNESSETH

        WHEREAS, the Company and the Trustee have entered into an Indenture, dated as
of January 10, 2005 (the "Existing Indenture") governing the Company's 6.250%
Senior Subordinated Notes due 2015 (the "Notes"); 

        WHEREAS, Section 9.01 of the Indenture provides, among other things, that the
Company may amend the Existing Indenture to (1) cure any ambiguity, defect or
inconsistency, (2) make any change that would provide any additional rights or
benefits to the Holders of the Notes (including additional Note Guarantees or
Liens securing the Notes) or that does not materially adversely affect the
rights under the Indenture of any such Holder and (3) provide for the issuance
of Additional Notes in accordance with the Existing Indenture; and

        WHEREAS, the Company desires to amend the Existing Indenture to provide for
the issuance of Additional Notes that will not be registered under the
Securities Act of 1993, as amended (the "Securities Act"), at the time of
issuance but which may be registered under the Securities Act at a later date
and, in connection therewith, to make certain other changes to the Existing
Indenture that will not materially adversely effect the rights under Existing
Indenture of any Holder. 

        NOW, THEREFORE, in consideration of the foregoing, the parties hereto, for
the benefit of each other and for the equal and proportionate benefit of all
Persons who are now or hereafter become Holders of Notes, hereby enter into this
First Supplement and agree as follows: 

Section 1. DEFINITIONS. 

        (a) Capitalized Terms. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Existing Indenture. 

        (b) For all purposes of this First Supplement, except as otherwise herein
expressly provided or unless the context otherwise requires: (i) the terms and
expressions used herein shall have the same meanings as corresponding terms and
expressions used in the Existing Indenture; and (ii) the words "herein,"
"hereof" and "hereby" and other words of similar import used in this First
Supplement refer to this First Supplement as a whole and not to any particular
section hereof. 

Section 2. CHANGES TO CERTAIN PROVISIONS

        Certain provisions of the Existing Indenture are amended or deleted as
follows:

        (a) Amendments to Article One


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        The following definitions shall be added to Section 1.01 and replace any
existing definitions (as applicable) in the Existing Indenture prior to the date
hereof:

        "144A Global Note" means a global note substantially in the form of 
Exhibit A bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depository or its nominee, that shall be issued in a denomination equal to the
outstanding principal amount at maturity of the Notes sold in reliance on Rule
144A.

        "Additional Interest" means all additional interest owing on the Notes
pursuant to the Registration Rights Agreement.

        "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

        "Clearstream" means Clearstream Banking S.A. and any successor
thereto.

        "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system, and any successor thereto.

        "Exchange Notes" means the Notes issued in the Exchange Offer in
accordance with Section 2.07(f).

        "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

        "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.


        "Existing Indenture" means the Indenture, dated as of January 10, 2005,
between the Company and the Trustee.


        "First Supplement" means the First Supplement, dated September 12, 2005,
to the Existing Indenture.

        "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A, issued in accordance with Section 2.01 or Section
2.07.

        "Initial Purchaser" has the meaning set forth in the Registration
Rights Agreement.

        "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, which is not also a QIB.

        "Legended Regulation S Global Note" means a global Note in the form of
Exhibit A bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depository
or its nominee, issued in a 

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denomination equal to the outstanding principal
amount at maturity of the Notes initially sold in reliance on Rule 903 of
Regulation S.

        "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

        "Private Placement Legend" means the legend set forth in Section
2.07(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

        "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

        "Registration Rights Agreement" means any registration rights
agreement between the Company and the other parties thereto relating to the
registration of Additional Notes under the Securities Act.

        "Regulation S" means Regulation S promulgated under the Securities
Act.

        "Regulation S Global Note" means a Legended Regulation S Global Note
or an Unlegended Regulation S Global Note, as appropriate.

        "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

        "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

        "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

        "Rule 144" means Rule 144 promulgated under the Securities Act.

        "Rule 144A" means Rule 144A promulgated under the Securities Act.

        "Rule 903" means Rule 903 promulgated under the Securities Act.

        "Rule 904" means Rule 904 promulgated under the Securities Act.

        "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

        "Unlegended Regulation S Global Note" means a permanent global Note in
the form of Exhibit A bearing the Global Note Legend, deposited with or
on behalf of and registered in the name of the Depository or its nominee and
issued upon expiration of the Restricted Period.

        "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

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        "Unrestricted Global Note" means a permanent Global Note substantially
in the form of Exhibit A that bears the Global Note Legend, that is
deposited with or on behalf of and registered in the name of the Depository,
representing a series of Notes, and that does not bear the Private Placement
Legend.

        "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

        (b) Amendments to Article Two


            (i) The following paragraphs will be added to Section 2.01:

        "(c) Regulation S Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Legended Regulation S
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as custodian for The Depository Trust
Company ("DTC"), and registered in the name of the Depository or the
nominee of the Depository for the accounts of designated agents holding on
behalf of Euroclear or Clearstream, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. Following the termination
of the Restricted Period, beneficial interests in the Legended Regulation S
Global Note may be exchanged for beneficial interests in Unlegended Regulation S
Global Notes pursuant to Section 2.07 and the Applicable Procedures.
Simultaneously with the authentication of Unlegended Regulation S Global Notes,
the Trustee shall cancel the Legended Regulation S Global Note. The aggregate
principal amount of the Regulation S Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depository or its nominee, as the case may be, in connection with transfers of
interest as hereinafter provided.

        (d) Euroclear and Clearstream Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking" and "Customer Handbook" of Clearstream shall be applicable to transfers
of beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearstream."

            (ii) The fifth paragraph of Section 2.02 shall be deleted and replaced
with the following:

        "The Company may, subject to Article Four of this Indenture and applicable
law, issue Additional Notes under this Indenture, including Exchange Notes. The
Notes issued on the Issue Date and any Additional Notes subsequently issued
shall be treated as a single class for all purposes under this Indenture."

            (iii) Section 2.03 shall be deleted and replaced with the following:

        "If a Holder has given wire transfer instructions to the Company, the Paying
Agent, on behalf of the Company, shall pay all principal, interest and premium
and Additional Interest, if any, on that Holder's Notes in accordance with those
instructions. All other payments on Notes shall be made at the office or agency
of the Paying Agent and Registrar within the City 

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and State of New York unless
the Company elects to make interest payments by check mailed to the Holders at
their addresses set forth in the register of Holders."

            (iv) Section 2.05 shall be deleted and replaced with the following:

        "The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent shall hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium or Additional Interest, if any, or interest on the Notes, and shall
promptly notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or one of its
Subsidiaries) shall have no further liability for the money. If the Company or
one of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee may serve as Paying Agent for the Notes."

            (v) Section 2.07 shall be deleted in its entirety and replaced with the
following:

        "(a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depository to a nominee of the Depository,
by a nominee of the Depository to the Depository or to another nominee of the
Depository, or by the Depository or any such nominee to a successor Depository
or a nominee of such successor Depository. All Global Notes shall be exchanged
by the Company for Definitive Notes if (i) DTC (A) notifies the Company that it
is unwilling or unable to continue as Depository for the Global Notes and the
Company fails to appoint a successor Depository within 90 days after receiving
such notice or (B) has ceased to be a clearing agency registered under the
Exchange Act, and in each case the Company fails to appoint a successor
Depository within 90 days after becoming aware of such condition; (ii) the
Company, at its option, notifies the Trustee in writing that it elects to cause
the issuance of Definitive Notes in exchange for Global Notes (in whole but not
in part); provided that in no event shall the Legended Regulation S Global Note
be exchanged by the Company for Definitive Notes other than in accordance with
Section 2.07(c)(ii); or (iii) there shall have occurred and be continuing a
Default or Event of Default with respect to the Notes. Upon the occurrence of
any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall
be issued in such names as the Depository shall instruct the Trustee. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.07(a);
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.07(b), (c) or (f) hereof.

        (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depository, in accordance with the provisions of this
Indenture and the Applicable Procedures. 

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Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

            (i) Transfer of Beneficial Interests in the Same Global Note.
Beneficial interests in any Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same
Restricted Global Note in accordance with the transfer restrictions set forth in
the Private Placement Legend; provided, however, that prior to the
expiration of the Restricted Period, transfers of beneficial interests in the
Legended Regulation S Global Note may not be made to a U.S. Person or for the
account or benefit of a U.S. Person (other than the Initial Purchaser).
Beneficial interests in any Unrestricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note. No written orders or instructions shall be required to
be delivered to the Registrar to effect the transfers described in this Section
2.07(b)(i).

            (ii) All Other Transfers and Exchanges of Beneficial Interests in Global
Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.07(b)(i) above, the transferor of
such beneficial interest must deliver to the Registrar either (A) (1) a written
order from a Participant or an Indirect Participant given to the Depository in
accordance with the Applicable Procedures directing the Depository to credit or
cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2)
instructions given in accordance with the Applicable Procedures containing
information regarding the Participant account to be credited with such increase
or (B) (1) a written order from a Participant or an Indirect Participant given
to the Depository in accordance with the Applicable Procedures directing the
Depository to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given by
the Depository to the Registrar containing information regarding the Person in
whose name such Definitive Note shall be registered to effect the transfer or
exchange referred to in (1) above; provided that in no event shall
Definitive Notes be issued upon the transfer or exchange of beneficial interests
in the Legended Regulation S Global Note other than in accordance with Section
2.07(c)(ii). Upon consummation of an Exchange Offer by the Company in accordance
with Section 2.07(f), the requirements of this Section 2.07(b)(ii) shall be
deemed to have been satisfied upon receipt by the Registrar of the instructions
contained in the Letter of Transmittal delivered by the holder of such
beneficial interests in the Restricted Global Notes. Upon satisfaction of all of
the requirements for transfer or exchange of beneficial interests in Global
Notes contained in this Indenture and the Notes or otherwise applicable under
the Securities Act, the Trustee shall adjust the principal amount at maturity of
the relevant Global Notes pursuant to Section 2.07(i).

            (iii) Transfer of Beneficial Interests to Another Restricted Global Note.
A beneficial interest in any Restricted Global Note may be transferred to a
Person who takes delivery thereof in the form of a beneficial interest in
another Restricted Global Note if the transfer complies with the requirements of
Section 2.07(b)(ii) above and the Registrar receives the following:

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		        (A) if the transferee shall take delivery in the form
						of a beneficial interest in the 144A Global Note, then
						the transferor must deliver a certificate in the form of
						Exhibit B, including the certifications in item
						(1) thereof; and

		        (B) if the transferee shall take delivery in the form
						of a beneficial interest in a Legended Regulation S
						Global Note, then the transferor must deliver a
						certificate in the form of Exhibit B, including
						the certifications in item (2) thereof.

	



            (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global
Note for Beneficial Interests in an Unrestricted Global Note. A beneficial
interest in any Restricted Global Note may be exchanged by any Holder thereof
for a beneficial interest in an Unrestricted Global Note or transferred to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note if the exchange or transfer complies with the
requirements of Section 2.07(b)(ii) above and:


	
		        (A) such exchange or transfer is effected pursuant to
						the Exchange Offer in accordance with the Registration
						Rights Agreement and the Holder of the beneficial
						interest to be transferred, in the case of an exchange,
						or the transferee, in the case of a transfer, certifies
						in the applicable Letter of Transmittal (1) it is not an
						affiliate (as defined in Rule 144) of the Company, (2)
						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 (3) it is
						acquiring the Exchange Notes in its ordinary course of
						business;

		        (B) such transfer is effected pursuant to the Shelf
						Registration Statement in accordance with the
						Registration Rights Agreement;

		        (C) such transfer is effected by a Broker-Dealer
						pursuant to the Exchange Offer Registration Statement in
						accordance with the Registration Rights Agreement; or

		        (D) the Registrar receives
		the following:

		
			        (1) if the holder of
			such beneficial interest in a Restricted Global Note proposes to
			exchange such beneficial interest for a beneficial interest in an
			Unrestricted Global Note, a certificate from such holder in the form
			of Exhibit C, including the certifications in item (1)(a)
			thereof; or

			        (2) if the holder of
			such beneficial interest in a Restricted Global Note proposes to
			transfer such beneficial interest to a Person who shall take
			delivery thereof in the 

		

	



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			form of a beneficial interest in an Unrestricted Global Note, a
			certificate from such holder in the form of Exhibit B,
			including the certifications in item (4) thereof;

		

		and, in each such case set forth in this subparagraph
						(D), if the Registrar or the Company so requests or if
						the Applicable Procedures so require, an opinion of
						counsel in form reasonably acceptable to the Registrar
						and the Company to the effect that such exchange or
						transfer is in compliance with the Securities Act and
						that the restrictions on transfer contained herein and
						in the Private Placement Legend are no longer required
						in order to maintain compliance with the Securities Act.

	



        If any such transfer pursuant to this Section 2.07(b) is effected at a time
when a Global Note has not yet been issued, the Company shall issue and, upon
receipt of an Authentication Order in accordance with Section 2.02 hereof, the
Trustee shall authenticate one or more Global Notes in an aggregate principal
amount equal to the aggregate principal amount of beneficial interests
transferred.

        Beneficial interests in an Unrestricted Global Note cannot be exchanged for,
or transferred to Persons who take delivery thereof in the form of, a beneficial
interest in a Restricted Global Note.

        (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

            (i) Beneficial Interests in Restricted Global Notes to Restricted
Definitive Notes. If any holder of a beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Restricted Definitive Note, then, upon receipt
by the Registrar of the following documentation:


	
		        (A) if the holder of such beneficial interest in a
						Restricted Global Note proposes to exchange such
						beneficial interest for a Restricted Definitive Note, a
						certificate from such holder in the form of Exhibit C,
						including the certifications in item (2)(a) thereof;

		        (B) if such beneficial interest is being transferred
						to a QIB in accordance with Rule 144A under the
						Securities Act, a certificate to the effect set forth in
		Exhibit B, including the certifications in item
						(1) thereof;

		        (C) [INTENTIONALLY OMITTED];

		        (D) [INTENTIONALLY OMITTED];

		        (E) if such beneficial interest is being transferred
						to an Institutional Accredited Investor in reliance on
						an exemption from the registration requirements of the
						Securities Act other than that listed in subparagraph
						(B) above, a certificate to the effect set forth in Exhibit B
		

	



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		hereto, including the certifications,
						certificates and Opinion of Counsel required by item (3)
						thereof, if applicable; or

		        (F) if such beneficial interest is being transferred
						to the Company or any of its Subsidiaries, a certificate
						to the effect set forth in Exhibit B, including
						the certifications in item (3)(a) thereof,

	



the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.07(i) hereof, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.07(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depository and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.07(c)(i) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

            (ii) Beneficial Interests in Legended Regulation S Global Note to
Definitive Notes. A beneficial interest in the Legended Regulation S Global
Note may not be exchanged for a Definitive Note or transferred to a Person who
takes delivery thereof in the form of a Definitive Note prior to the expiration
of the Restricted Period, except in the case of a transfer pursuant to an
exemption from the registration requirements of the Securities Act other than
Rule 903 or Rule 904.

            (iii) Beneficial Interests in Restricted Global Notes to Unrestricted
Definitive Notes. A holder of a beneficial interest in a Restricted Global
Note may exchange such beneficial interest for an Unrestricted Definitive Note
or may transfer such beneficial interest to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note only if:


	
		        (A) such exchange or transfer is effected pursuant to
						the Exchange Offer in accordance with the Registration
						Rights Agreement and the holder of such beneficial
						interest, in the case of an exchange, or the transferee,
						in the case of a transfer, certifies in the applicable
						Letter of Transmittal that (1) it is not an affiliate
						(as defined in Rule 144) of the Company, (2) 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 (3) it is acquiring
						the Exchange Notes in its ordinary course of business;

		        (B) such transfer is effected pursuant to the Shelf
						Registration Statement in accordance with the
						Registration Rights Agreement;

	



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		        (C) such transfer is effected by a Broker-Dealer
						pursuant to the Exchange Offer Registration Statement in
						accordance with the Registration Rights Agreement; or

		        (D) the Registrar receives the following:

		
			        (1) if the Holder of such beneficial
										interest in a Restricted Global Note
										proposes to exchange such beneficial
										interest for a Definitive Note that does
										not bear the Private Placement Legend, a
										certificate from such Holder in the form
										of Exhibit C, including the
										certifications in item (1)(b) thereof;
										or

			        (2) if the Holder of such beneficial
										interest in a Restricted Global Note
										proposes to transfer such beneficial
										interest to a Person who shall take
										delivery thereof in the form of a
										Definitive Note that does not bear the
										Private Placement Legend, a certificate
										from such Holder in the form of Exhibit B, including the
										certifications in item (4) thereof;

		

		and, in each such case set forth in this subparagraph
						(D), if the Registrar or the Company so requests or if
						the Applicable Procedures so require, an opinion of
						counsel in form reasonably acceptable to the Registrar
						and the Company to the effect that such exchange or
						transfer is in compliance with the Securities Act and
						that the restrictions on transfer contained herein and
						in the Private Placement Legend are no longer required
						in order to maintain compliance with the Securities Act.

	



            (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted
Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note
or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of a Definitive Note, then, upon satisfaction of the conditions set
forth in Section 2.07(b)(ii), the Trustee shall cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.07(i), and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depository and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall
not bear the Private Placement Legend.

        (d) Transfer and Exchange of Definitive Notes for
				Beneficial Interests.

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            (i) Restricted Definitive Notes to Beneficial Interests in Restricted
Global Notes. If any Holder of a Restricted Definitive Note proposes to
exchange such Note for a beneficial interest in a Restricted Global Note or to
transfer such Restricted Definitive Notes to a Person who takes delivery thereof
in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Registrar of the following documentation:


	
		        (A) if the Holder of such Restricted Definitive Note
						proposes to exchange such Note for a beneficial interest
						in a Restricted Global Note, a certificate from such
						Holder in the form of Exhibit C, including the
						certifications in item (2)(b) thereof;

		        (B) if such Restricted Definitive Note is being
						transferred to a QIB in accordance with Rule 144A, a
						certificate to the effect set forth in Exhibit B,
						including the certifications in item (1) thereof;

		        (C) if such Restricted Definitive Note is being
						transferred to a Non-U.S. Person in an "offshore
						transaction" in accordance with Rule 903 or Rule
						904, a certificate to the effect set forth in Exhibit
						B, including the certifications in item (2) thereof;
						or

		        (D) if such Restricted Definitive Note is being
						transferred to the Company or any of its Subsidiaries, a
						certificate to the effect set forth in Exhibit B,
						including the certifications in item (3)(a) thereof,

	



the Trustee shall cancel the Restricted Definitive Note, and increase or
cause to be increased the aggregate principal amount of, in the case of clause
(A) above, the appropriate Restricted Global Note, in the case of clause (B)
above, the 144A Global Note, and in the case of clause (C) above, the Regulation
S Global Note.

        (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted
Global Notes. A Holder of a Restricted Definitive Note may exchange such
Note for a beneficial interest in an Unrestricted Global Note or transfer such
Restricted Definitive Note to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note only if:


	
		        (A) such exchange or transfer is effected pursuant to
						the Exchange Offer in accordance with the Registration
						Rights Agreement and the Holder, in the case of an
						exchange, or the transferee, in the case of a transfer,
						certifies in the applicable Letter of Transmittal (1) it
						is not an affiliate (as defined in Rule 144) of the
						Company, (2) 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
						(3) it is acquiring the Exchange Notes in its ordinary
						course of business;

	



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		        (B) such transfer is effected pursuant to the Shelf
						Registration Statement in accordance with the
						Registration Rights Agreement;

		        (C) such transfer is effected by a Broker-Dealer
						pursuant to the Exchange Offer Registration Statement in
						accordance with the Registration Rights Agreement; or

		        (D) the Registrar receives the following:

		
			        (1) if the Holder of such Restricted
										Definitive Note proposes to exchange
										such Note for a beneficial interest in
										the Unrestricted Global Note, a
										certificate from such Holder in the form
										of Exhibit C, including the
										certifications in item (1)(c) thereof;
										or

			        (2) if the Holder of such Restricted
										Definitive Note proposes to transfer
										such Note to a Person who shall take
										delivery thereof in the form of a
										beneficial interest in the Unrestricted
										Global Note, a certificate from such
										Holder in the form of Exhibit B,
										including the certifications in item (4)
										thereof;

		

		and, in each such case set forth in this subparagraph
						(D), if the Registrar or the Company so request or if
						the Applicable Procedures so require, an opinion of
						counsel in form reasonably acceptable to the Registrar
						and the Company to the effect that such exchange or
						transfer is in compliance with the Securities Act and
						that the restrictions on transfer contained herein and
						in the Private Placement Legend are no longer required
						in order to maintain compliance with the Securities Act.

	



        Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.07(d)(ii), the Trustee shall cancel the Definitive Notes and increase
or cause to be increased the aggregate principal amount of the Unrestricted
Global Note.

            (iii) Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or
transfer such Unrestricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note at
any time. Upon receipt of a request for such an exchange or transfer, the
Trustee shall cancel the applicable Unrestricted Definitive Note and increase or
cause to be increased the aggregate principal amount of one of the Unrestricted
Global Notes.

        If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one 

-13-


or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred.

        (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.07(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.07(e).

            (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
Restricted Definitive Note may be transferred to and registered in the name of
Persons who take delivery thereof in the form of a Restricted Definitive Note if
the Registrar receives the following:


	
		        (A) if the transfer shall be made pursuant to Rule
						144A under the Securities Act, then the transferor must
						deliver a certificate in the form of Exhibit B,
						including the certifications in item (1) thereof;

		        (B) [INTENTIONALLY OMITTED]; and

		        (C) if the transfer shall be made pursuant to any
						other exemption from the registration requirements of
						the Securities Act, then the transferor must deliver a
						certificate in the form of Exhibit B, including
						the certifications, certificates and Opinion of Counsel
						required by item (3) thereof, if applicable.

	



            (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
Restricted Definitive Note may be exchanged by the Holder thereof for an
Unrestricted Definitive Note or transferred to a Person or Persons who take
delivery thereof in the form of an Unrestricted Definitive Note if:


	
		        (A) such exchange or transfer is effected pursuant to
						the Exchange Offer in accordance with the Registration
						Rights Agreement and the Holder, in the case of an
						exchange, or the transferee, in the case of a transfer,
						certifies in the applicable Letter of Transmittal that
						(1) it is not an affiliate (as defined in Rule 144) of
						the Company, (2) 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 (3) it is acquiring the Exchange
						Notes in its ordinary course of business;

		        (B) any such transfer is effected pursuant to the
						Shelf Registration Statement in accordance with the
						Registration Rights Agreement;

	



-14-




	
		        (C) any such transfer is effected by a Broker-Dealer
						pursuant to the Exchange Offer Registration Statement in
						accordance with the Registration Rights Agreement; or

		        (D) the Registrar receives the following:

		
			        (1) if the Holder of such Restricted
										Definitive Note proposes to exchange
										such Note for an Unrestricted Definitive
										Note, a certificate from such Holder in
										the form of Exhibit C, including
										the certifications in item (1)(d)
										thereof; or

			        (2) if the Holder of such Restricted
										Definitive Note proposes to transfer
										such Note to a Person who shall take
										delivery thereof in the form of an
										Unrestricted Definitive Note, a
										certificate from such Holder in the form
										of Exhibit B, including the
										certifications in item (4) thereof;

		

		and, in each such case set forth in this subparagraph
						(D), if the Registrar so requests, an opinion of counsel
						in form reasonably acceptable to the Company to the
						effect that such exchange or transfer is in compliance
						with the Securities Act and that the restrictions on
						transfer contained herein and in the Private Placement
						Legend are no longer required in order to maintain
						compliance with the Securities Act.

	



            (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon
receipt of a request to register such a transfer, the Registrar shall register
the Unrestricted Definitive Notes pursuant to the instructions from the Holder
thereof.

        (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
affiliates (as defined in Rule 144) of the Company, (y) they are not engaged in,
and do not intend to engage in, and have no arrangement or understanding with
any Person to participate in, a distribution of the Exchange Notes to be issued
in the Exchange Offer and (z) they are acquiring the Exchange Notes in their
ordinary course of business and (ii) Unrestricted Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Restricted Global Notes so accepted
Unrestricted Global Notes in the appropriate principal amount. 

-15-



        (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

            (i) Private Placement Legend. Except as permitted below, each Global
Note and each Definitive Note (and all Notes issued in exchange therefor or
substitution thereof) shall bear the legend in substantially the following form:


	
		THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
				SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
				ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR
				PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
				TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
				ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
				EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
				THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE
				HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
				SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER
				OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
				COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
				NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE "RESALE RESTRICTION
				TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
				THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
				UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE
				ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
				ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
				"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT
				PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
				INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
				BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
				SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
				WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
				(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
				REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
				COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
				OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE
				40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
				REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E)
				PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE
				DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
				INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF
				THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER
				IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY
				THE 

	



-16-




	
		TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON
				THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION
				DATE.

	



Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii),
(e)(iii) or (f) to this Section 2.07 (and all Notes issued in exchange therefor
or substitution thereof) shall not bear the Private Placement Legend.

            (ii) Global Note Legend. Each Global Note shall bear a legend in
substantially the following form:


	
		THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY
				(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE
				IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND
				IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
				THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
				REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS
				GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
				TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY
				BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
				2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
				TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN
				CONSENT OF THE COMPANY.

	



        (h) Regulation S Global Note Legend. The Regulation S Global Note
shall bear a legend in substantially the following form:


	
		THE RIGHTS ATTACHING TO THIS REGULATION S
				GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS
				EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE
				INDENTURE (AS DEFINED HEREIN). 

	



        (i) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.12 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who shall take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depository at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who shall take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased 

-17-


accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depository at the direction of the Trustee to reflect such increase.

        (j) General Provisions Relating to Transfers and Exchanges.

            (i) To permit registrations of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate Global Notes and Definitive Notes
upon the Company's order or at the Registrar's request.

            (ii) No service charge shall be made to a Holder of a beneficial interest in
a Global Note or to a Holder of a Definitive Note for any registration of
transfer or exchange, but the Company or the Trustee may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charges payable upon exchange or transfer pursuant to Sections
2.11, 3.06, 3.08, 4.10, 4.14 and 9.05).

            (iii) The Registrar shall not be required to register the transfer of or
exchange any Note selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

            (iv) All Global Notes and Definitive Notes issued upon any registration of
transfer or exchange of Global Notes or Definitive Notes shall be the valid and
legally binding obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange.

            (v) The Company shall not be required (A) to issue, to register the transfer
of or to exchange any Notes during a period beginning at the opening of business
15 days before the day of any selection of Notes for redemption under Section
3.02 and ending at the close of business on the day of selection, (B) to
register the transfer of or to exchange any Note so selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part, (C) to register the transfer of or to exchange a Note between a record
date and the next succeeding interest payment date or (D) to register the
transfer of or to exchange a Note tendered and not withdrawn in connection with
a Change of Control Offer or an Asset Sale Offer.

            (vi) Prior to due presentment for the registration of a transfer of any Note,
the Trustee, any Agent and the Company may deem and treat the Person in whose
name any Note is registered as the absolute owner of such Note for the purpose
of receiving payment of principal of and interest on such Notes and for all
other purposes, and none of the Trustee, any Agent or the Company shall be
affected by notice to the contrary.

            (vii) The Trustee shall authenticate Global Notes and Definitive Notes in
accordance with the provisions of Section 2.02.

            (viii) All certifications, certificates and Opinions of Counsel required to
be submitted to the Registrar pursuant to this Section 2.07 to effect a
registration of transfer or exchange may be submitted by facsimile followed by
delivery of the original."

-18-



        (c) Amendments to Article Three


            (i) Section 3.05(a) shall be deleted and replaced with the following:

        "Not later than 12:00 p.m. (noon) New York City Time on the redemption date,
the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued and unpaid interest and
Additional Interest, if any, on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued and unpaid
interest on, all Notes to be redeemed."

            (ii) The first paragraph of Section 3.07(a) shall be deleted and replaced
with the following:

        "(a) Except as set forth in clauses (b) and (c) of this Section 3.07, the
Company shall not have the option to redeem the Notes pursuant to this Section
3.07 prior to January 15, 2010. On or after January 15, 2010, the Company may
redeem all or a part of the Notes at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Additional Interest, if any, thereon, to the applicable redemption
date, if redeemed during the twelve-month period beginning on January 15 of the
years indicated below:"

            (iii) Section 3.07(b) shall be deleted and replaced with the following:

        "(b) At any time prior to January 15, 2008, the Company may redeem up to 35%
of the aggregate principal amount of the Notes issued hereunder (including any
Additional Notes) at a redemption price of 106.250% of the principal amount
thereof, plus accrued and unpaid interest and Additional Interest, if any,
thereon to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that:"

            (iv) Section 3.07(c) shall be deleted and replaced with the following:

        "(c) At any time prior to January 15, 2010, the Company may redeem all or
part of the Notes at a redemption price equal to the sum of (A) 100% of the
principal amount thereof, plus (B) the Applicable Premium as of the date
of redemption, plus (C) accrued and unpaid interest and Additional
Interest, if any, to the date of redemption."

            (v) Paragraphs (iii) and (iv) of Section 3.08 shall be deleted and
replaced with the following:

        "(iii) that any Note not tendered or accepted for payment shall continue to
accrue interest and Additional Interest, if any;

        (iv) that, unless the Company defaults in making such payment, any Note (or
portion thereof) accepted for payment pursuant to the Repurchase Offer shall
cease to accrue interest and Additional Interest, if any, after the Purchase
Date;"

-19-



        (d) Amendments to Article Four


            (i) Section 4.01 shall be deleted and replaced with the following:

        "(a) The Company shall pay or cause to be paid the principal of, and premium,
if any, and interest on, the Notes on the dates and in the manner provided in
the Notes. Principal and premium, if any, shall be considered paid on the date
due if the Paying Agent, if other than the Company or one of its Subsidiaries,
holds as of 12:00 p.m. (noon) New York City Time on the due date money deposited
by the Company in immediately available funds and designated for and sufficient
to pay all principal and premium, if any, then due. Interest shall be considered
paid on the date due if the Paying Agent, if other than the Company or one of
its Subsidiaries, holds as of 12:00 p.m. (noon) New York City Time on the
Business Day prior to the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all interest then due.
The Company shall pay all Additional Interest, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement. 

        (b) The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful. The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest,
and Additional Interest (without regard to any applicable grace period) at the
same rate to the extent lawful."

            (ii) The following paragraph shall be added to Section 4.03:

        "(c) The Company, for so long as any Notes remain outstanding, shall furnish
to the Holders and to prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act."

            (iii) Section 4.04(a) shall be deleted and replaced with the following:

        "(a) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to his or her knowledge, the Company has kept,
observed, performed and fulfilled its obligations under this Indenture and is
not in default in the performance or observance of any of the terms, provisions
and conditions of this Indenture (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which he or
she may have knowledge and what action the Company are taking or propose to take
with respect thereto) and that to his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest or Additional Interest, if any, on the Notes is prohibited or if
such event has occurred, a description of the event and what action the Company
is taking or proposes to take with respect thereto."

            (iv) Section 4.07(b)(v) shall be deleted and replaced with the following:

-20-



        "(v) the redemption, repurchase or other acquisition or retirement for value
of any Equity Interests of the Company or any Restricted Subsidiary of the
Company held by any member of the Company's or any Restricted Subsidiary's
management or by employees, former employees, directors or former directors of
the Company or any of its Restricted Subsidiaries pursuant to any equity
subscription agreement, stock option agreement, shareholders' agreement or
similar agreement; provided that the aggregate price paid for such
redeemed, repurchased, acquired or retired Equity Interests shall not exceed
$750,000 in any twelve-month period or $5 million in the aggregate;"

            (v) Section 4.09(b)(i) shall be deleted and replaced with the following:

        "(i) the incurrence of Indebtedness under Credit Facilities in an aggregate
principal amount at any one time outstanding (with letters of credit being
deemed to have a principal amount equal to the maximum potential liability of
the Company and its Restricted Subsidiaries thereunder) not to exceed $390.0
million, less the aggregate amount of all Net Proceeds of Asset Sales
applied by the Company or any Restricted Subsidiary of the Company to
permanently repay any such Indebtedness (and, in the case of any revolving
credit Indebtedness, to effect a corresponding commitment reduction thereunder)
pursuant to Section 4.10;"

            (vi) Section 4.10(c) shall be deleted and replaced with the following:

        "(c) Any Net Proceeds from Asset Sales that are not applied or invested as
provided in Section 4.10(b) above shall constitute "Excess Proceeds."
Within 10 days after the aggregate amount of Excess Proceeds exceeds $25.0
million, the Company shall make an Asset Sale offer (an "Asset Sale Offer")
to all Holders of Notes and all holders of other Indebtedness that is pari
passu with the Notes or any Note Guarantee containing provisions similar to
those set forth by this Indenture with respect to offers to purchase with the
proceeds of sales of assets, to purchase the maximum principal amount of Notes
and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100%
of the principal amount of the Notes and such other pari passu
Indebtedness plus accrued and unpaid interest and Additional Interest, if any,
to the date of purchase, and shall be payable in cash. If any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company may use such
Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If
the aggregate principal amount of Notes and such other pari passu
Indebtedness tendered in such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Notes and such other pari passu Indebtedness shall be
purchased on a pro rata basis based on the principal amount of Notes and such
other pari passu Indebtedness tendered. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero."

            (vii) Section 4.14(a) shall be deleted and replaced with the following:

        "(a) If a Change of Control occurs, each Holder of Notes shall have the right
to require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of that Holder's Notes pursuant to an offer by the
Company (a "Change of Control Offer") at an offer price (a "Change of
Control Payment") in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Additional Interest, if any,
thereon, to the date of the Change of Control Payment Date. Within 30 days
following any 

-21-


Change of Control, the Company shall mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and offering to repurchase Notes on a date (the "Change of Control Payment
Date") specified in such notice, which date shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed, pursuant to the
procedures described in Section 3.08 (including the notice required thereby).
The Company shall comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the repurchase of the
Notes as a result of a Change of Control. To the extent that the provisions of
any securities laws or regulations conflict with the Change of Control
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the Change of Control provisions of this Indenture by virtue
of such compliance."

            (viii) Section 4.14(c) shall be deleted and replaced with the following:

        "(c) The Paying Agent shall promptly mail or wire transfer to each Holder of
Notes so tendered the Change of Control Payment for such Notes, and the Trustee
shall promptly authenticate and mail (or cause to be transferred by book entry)
to each Holder a new Note equal in principal amount to any unpurchased portion
of the Notes surrendered, if any; provided that each such new Note shall
be in a principal amount of $1,000 or an integral multiple thereof. Any Note so
accepted for payment shall cease to accrue interest or Additional Interest, if
any, on and after the Change of Control Payment Date."

        (e) Amendments to Article Five


            (i) Section 5.01(a)(i) shall be deleted and replaced with the following:

        "(i) either: (a) the Company is the surviving corporation; or (b) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made (1) is a corporation organized or existing
under the laws of the United States, any state thereof or the District of
Columbia and (2) assumes all the obligations of the Company under the Notes,
this Indenture and the Registration Rights Agreement pursuant to a supplemental
indenture reasonably satisfactory to the Trustee;"

            (ii) Section 5.02 shall be deleted and replaced with the following:

        "Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, conveyance or other disposition, the provisions of
this Indenture referring to the "Company" shall refer instead to the successor
corporation and not to the Company), and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein; provided, however,
that the predecessor Company shall not be relieved from the 

-22-


obligation to pay
the principal of and interest and Additional Interest, if any, on the Notes
except in the case of a sale, assignment, transfer, conveyance or other
disposition of all of the Company's assets that meets the requirements of
Section 5.01 hereof."

        (f) Amendments to Article Six


            (i) Section 6.01(a)(i) shall be deleted and replaced with the following:

        "(i) default for 30 days in the payment when due of interest on, or
Additional Interest with respect to, the Notes whether or not prohibited by the
subordination provisions of this Indenture;"

            (ii) Section 6.03(a) shall be deleted and replaced with the following:

        "(a) If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest on, and Additional Interest, if any, with respect to, the Notes or to
enforce the performance of any provision of the Notes or this Indenture."

            (iii) Section 6.04(a) shall be deleted and replaced with the following:

        "(a) Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences
hereunder except a continuing Default or Event of Default in the payment of
interest or Additional Interest on, or the principal of, or premium on, the
Notes; provided, however, that the Holders of a majority in
principal amount of the then outstanding Notes may rescind an acceleration and
its consequences, including any related payment default that resulted from such
acceleration."

            (iv) Section 6.04(c) shall be deleted and replaced with the following:

        "(c) In the event of a declaration of acceleration of the Notes because of an
Event of Default specified in Section 6.01(a)(v) has occurred and is continuing,
the declaration of acceleration of the Notes shall be automatically annulled if
the event of default or payment default triggering such Event of Default
pursuant to Section 6.01(a)(v) shall be remedied or cured by the Company or a
Restricted Subsidiary of the Company or waived by the holders of the relevant
Indebtedness within 20 days after the declaration of acceleration with respect
thereto and if (i) the annulment of the acceleration of such Notes would not
conflict with any judgment or decree of a court of competent jurisdiction, (ii)
all existing Events of Default, except non-payment of principal, premium or
Additional Interest, if any, or interest on the Notes that became due solely
because of the acceleration of the Notes, have been cured or waived, and (iii)
the Company has paid the Trustee its reasonable compensation and reimbursed the
Trustee for its reasonable expenses, disbursements and advancements."

            (v) Section 6.07 shall be deleted and replaced with the following:

        "Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of the principal of, premium or Additional
Interest, if any, or interest 

-23-


on such Note or to bring suit for the enforcement
of any such payment, on or after the due date expressed in the Notes, which
right shall not be impaired or affected without the consent of the Holder."

            (vi) Section 6.08 shall be deleted and replaced with the following:

        "If an Event of Default specified in Section 6.01(a)(i) or (a)(ii) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, interest and Additional Interest, if any,
remaining unpaid on the Notes and interest on overdue principal and premium, if
any, and interest and Additional Interest, if any, to the extent lawful, and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel."

            (vii) Section 6.10(a) shall be deleted and replaced with the following:

        "(a) If the Trustee collects any money pursuant to this Article Six, it shall
pay out the money in the following order:


	
		        First: to the Trustee, its agents and attorneys for amounts due
		under Section 7.06, including payment of all reasonable compensation,
		expense and liabilities incurred, and all advances made, by the Trustee
		and the reasonable costs and expenses of collection;

		        Second: to Holders of Notes for amounts due and unpaid on the
		Notes for principal, premium, if any, interest and Additional Interest,
		ratably, without preference or priority of any kind, according to the
		amounts due and payable on the Notes for principal, premium, if any,
		interest and Additional Interest, if any, respectively; and

		        Third: to the Company or to such party as a court of competent
		jurisdiction shall direct in writing."

	



        (g) Amendments to Article Seven


                (i) Section 7.13 shall be deleted and replaced with the following:

        "Within 90 days after the occurrence of any Default, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear in the
register of Notes, notice of such Default hereunder actually known to a
Responsible Officer of the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the
payment of the principal of or interest or Additional Interest on any Note, the
Trustee shall be protected in withholding such notice if and so long as a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interest of the
Holders."

        (h) Amendments to Article Eight


            (i) Section 8.02(a) shall be deleted and replaced with the following:

-24-



        "(a) the rights of Holders of outstanding Notes to receive solely from the
trust fund described in Section 8.04, and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, interest and
Additional Interest, if any, on such Notes when such payments are due;"

            (ii) Section 8.04(a)(i) shall be deleted and replaced with the following:

        "(i) the Company must irrevocably deposit with the Trustee, in trust, for the
benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S.
Government Obligations, or a combination thereof, in such amounts as shall be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, or interest and premium and Additional
Interest, if any, on the outstanding Notes on the Stated Maturity or on the
applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption
date;"

            (iii) Section 8.05(a) shall be deleted and replaced with the following:

        "(a) Subject to Section 8.06, all money and non-callable U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant
to Section 8.04 in respect of the outstanding Notes shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium and Additional Interest, if any, and interest, but such
money need not be segregated from other funds except to the extent required by
law."

            (iv) Section 8.06 shall be deleted and replaced with the following:

        "If the Trustee or Paying Agent is unable to apply any U.S. dollars or
non-callable U.S. Government Obligations in accordance with Section 8.02 or
8.03, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 and, in the case of a Legal Defeasance, any Guarantors'
obligations under their respective Note Guarantees shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02, in each
case until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03, as the case may be; 
provided, however, that, if the Company makes any payment of
principal of, premium, if any, or interest on, or Additional Interest with
respect to, any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent."

            (i) Amendments to Article Nine


                (i) Section 9.02(e)(iv) shall be deleted and replaced with the following:

-25-



        "(iv) waive a Default or Event of Default in the payment of principal of, or
interest, or premium, or Additional Interest, if any, on, the Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority in
aggregate principal amount of the Notes and a waiver of the payment default that
resulted from such acceleration);"

                (ii) Section 9.02(e)(vi) shall be deleted and replaced with the following:

        "(vi) make any change in the provisions of this Indenture relating to waivers
of past Defaults or the rights of Holders of the Notes to receive payments of
principal of, or interest or premium, or Additional Interest, if any, on the
Notes;"

        (j) Amendments to Article Ten


                (i) Section 10.01(a)(ii)(A) shall be deleted and replaced with the
following:

        "(A) the Person acquiring the property in any such sale or disposition or the
Person formed by or surviving any such consolidation or merger (if other than
the Guarantor) is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia and assumes all the
obligations of that Guarantor under this Indenture or its Note Guarantee and the
Registration Rights Agreement pursuant to a supplemental indenture satisfactory
to the Trustee; or"

        (k) Amendments to Article Eleven


                (i) Section 11.01(a)(i)(B) shall be deleted and replaced with the
following:

        "(B) all Notes that have not been delivered to the Trustee for cancellation
have become due and payable by reason of the making of a notice of redemption or
otherwise or shall become due and payable within one year and the Company or any
Guarantor have irrevocably deposited or caused to be deposited with the Trustee
as trust funds in trust solely for the benefit of the Holders of the Notes, cash
in U.S. dollars, non-callable U.S. Government Obligations, or a combination
thereof, in such amounts as shall be sufficient without consideration of any
reinvestment of interest, to pay and discharge the entire indebtedness on the
Notes not delivered to the Trustee for cancellation for principal, premium and
Additional Interest, if any, and accrued interest to the date of maturity or
redemption;"

                (ii) Section 11.02 shall be deleted and replaced with the following:

        "Subject to Section 11.03 hereof, all money and non-callable U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant
to Section 11.01 hereof in respect of the outstanding Notes shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon 

-26-


in respect of principal, premium and Additional Interest, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law."

                (iii) Section 11.03 shall be deleted and replaced with the following:

        "Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any,
interest or Additional Interest, if any, on any Note and remaining unclaimed for
two years after such principal, and premium, if any, interest or Additional
Interest, if any has become due and payable shall be paid to the Company on its
request or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times or The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining shall be repaid to the Company."

        (l) Amendments to Article Twelve


                (i) Section 12.08(a) shall be deleted and replaced with the following:

        "(a) impair, as between the Company and Holders of Notes, the obligation of
the Company, which is absolute and unconditional, to pay principal of and
interest and Additional Interest, if any, on the Notes in accordance with their
terms;"

                (ii) The last paragraph of Section 12.08 shall be deleted and replaced
with the following:

        "If the Company fails because of this Article Twelve to pay principal of or
interest or Additional Interest, if any, on a Note on the due date, the failure
is still a Default or Event of Default."

        (m) Amendments to Exhibits


            (i) Exhibit A of the Existing Indenture shall be deleted and replaced with
Exhibit A of this First Supplement.

            (ii) Exhibits B, C and D to this First Supplement shall be added as Exhibits
B, C and D, respectively, to the Existing Indenture.

Section 3. RATIFICATION OF EXISTING INDENTURE; FIRST SUPPLEMENT PART OF
EXISTING INDENTURE

        Except as expressly amended hereby, the Existing Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full 

-27-


force and effect. Upon the execution and delivery of this
First Supplement by the Company, and the Trustee, this First Supplement shall
form a part of the Existing Indenture for all purposes, and the Company the
Trustee and every Holder of Notes heretofore or hereafter authenticated and
delivered shall be bound hereby. Any and all references to the Existing
Indenture, whether within the Existing Indenture or in any notice, certificate
or other instrument or document, shall be deemed to include a reference to this
First Supplement (whether or not made), unless the context shall otherwise
require. 

Section 4. NO EXCHANGE OF EXISTING NOTES REQUIRED. 

        The execution of this First Supplemental shall not require the exchange of or
modification to the certificates representing Notes existing prior to the date
hereof. 

Section 5. GOVERNING LAW. 

        THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE
THE EXISTING INDENTURE, THIS FIRST SUPPLEMENT AND THE NOTES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

Section 6. SUCCESSORS. 

        All agreements of the Company in this First Supplement shall bind their
successors. All agreements of the Trustee in this First Supplement shall bind
its successors. 

Section 7. SEVERABILITY. 

        In case any provision in this First Supplement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. 

Section 8. COUNTERPARTS. 

        The parties may sign any number of copies of this First Supplement. Each
signed copy shall be an original, but all of them together represent the same
agreement. 

Section 9. EFFECT OF HEADINGS. 

        The Section headings herein are for convenience only and shall not affect the
construction hereof. 

Section 10. THE TRUSTEE. 

        The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this First Supplement or for or in
respect of the recitals contained herein, all of which recitals are made solely
by the Company. 

-28-



Section 11. ENTIRE AGREEMENT. 

        This First Supplement, together with the Existing Indenture as amended hereby
and the Notes, contains the entire agreement of the parties, and supersedes all
other representations, warranties, agreements and understandings between the
parties, oral or otherwise, with respect to the matters contained herein and
therein. 

Section 12. BENEFITS OF FIRST SUPPLEMENT. 

        Nothing in this First Supplement, the Existing Indenture or the Notes express
or implied, shall give to any Person, other than the parties hereto and thereto
and their successors hereunder and thereunder, any Paying Agent, any Registrar
and the Holders, any benefit of any legal or equitable right, remedy or claim
under the Existing Indenture, this First Supplement or the Notes. 

[Signatures on following page] 

-29-


	 	SIGNATURES
		
	Dated as of September 12, 2005	 
	 	MOOG INC.
	 	 	 
	 	
		By 

		
			
		/s/ Robert T. Brady
	 	 	Name: Robert T. Brady 

		Title: Chief Executive Officer
	 	 
	 	TRUSTEE, 
	 	 
	 	
		JPMORGAN CHASE BANK, N.A. 

	 	 	 
	 	By 	
		/s/ Paul J. Schmalzel
	 	 	Name: Paul J. Schmalzel

		Title:    Vice President



-30-



EXHIBIT A

[Face of Note]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF
THE Company.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS
NOTE) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E)
PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION

A-1


SATISFACTORY TO EACH
OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

[Additional language for Regulation S Note to be
inserted after paragraph 1]

THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND
THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE
AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). 

 

A-2



 

                                                                                                                                                                                                                    CUSIP: [●]

No. [●]                                                                                                                                                                                                         **$50,000,000**

MOOG INC.

6.250% SENIOR SUBORDINATED NOTES DUE 2015

Issue Date: [●]

        Moog Inc., a New York Corporation (the "Company," which term includes
any successor under the Indenture hereinafter referred to), for value received,
promises to pay to CEDE & CO., or its registered assigns, the principal sum of
FIFTY MILLION Dollars ($50,000,000) on January 15, 2015.

Interest Payment Dates: January 15 and July 15, commencing January 15, 2006.

Record Dates: January 1 and July 1.

        Reference is hereby made to the further provisions of this Note set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

[SIGNATURE PAGE FOLLOWS]

 

A-3



        IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or
by facsimile by its duly authorized officer.

	 	MOOG INC., a New York
												corporation
	 	 	 
	 	By: 
			 	 
	 	 	Name: 
	 	 	Title: 
	Attest:	 
	 	 	 	 
	By:

			 	 	 
	 	Name: 	 
	 	Title: 	 


A-4



(Trustee's Certificate of Authentication)

This is one of the 6.250% Senior Subordinated Notes due 2015 described in the
within-mentioned Indenture.

Dated: 

JPMorgan Chase Bank, N.A.,

as Trustee

By: __________________________________

     
Authorized Signatory

A-5



 

[Reverse Side of Note]

MOOG INC.

6.250% Senior Subordinated Notes due 2015

        Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

        1. Interest. The Company promises to pay interest on the principal
amount of this Note at 6.250% per annum from the date hereof until maturity and
shall pay the Additional Interest, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Company shall pay interest
and Additional Interest, if any, semi-annually in arrears on January 15 and July
15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"). Interest on
the Notes shall accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of original issuance; 
provided that if there is no existing Default in the payment of interest,
and if this Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date; provided further that
the first Interest Payment Date shall be January 15, 2006. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal from time to time on demand at a rate equal
to 1% per annum in excess of the then applicable interest rate on this Note to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest (without regard to any applicable grace periods) from time
to time on demand at the same rate to the extent lawful. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

        2. Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) and Additional Interest, if any, to the Persons who
are registered Holders of Notes at the close of business on the record date
immediately preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.13 of the Indenture with respect to defaulted interest. If
a Holder has given wire transfer instructions to the Company, the Company shall
pay all principal, interest and premium, and Additional Interest, if any, on
that Holder's Notes in accordance with those instructions. All other payments on
Notes shall be made at the office or agency of the Paying Agent and Registrar
within the City and State of New York unless the Company elects to make interest
payments by check mailed to the Holders at their addresses set forth in the
register of Holders. Such payment shall be in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts.

        3. Paying Agent and Registrar. Initially, the Trustee under the
Indenture shall act as Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar without prior notice to any Holder. The Company or any
of its Subsidiaries may act in any such capacity.

        4. Indenture. The Company issued the Notes under an Indenture dated as
of January 10, 2005, as supplemented by the First Supplement to the Indenture
dated as of [●], 

A-6


2005 (the "Indenture") between the Company and the
Trustee. The terms of the Notes include those stated in the Indenture and those
specifically made part of the Indenture by reference to the Trust Indenture Act
of 1939, as amended. The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Indenture pursuant to which this Note is issued provides that an unlimited
aggregate principal amount of Additional Notes may be issued thereunder.

        5. Optional Redemption. (a) Except as set forth in paragraphs 5(b) and
(c) below, the Company shall not have the option to redeem the Notes prior to
January 15, 2010. On or after January 15, 2010, the Company may redeem all or
part of the Notes, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest and
Additional Interest, if any, thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on January 15 of the years
indicated below:




	Year	Percentage
	2010 	
		103.125%

	2011 	
		102.083%

	2012 	
		101.042%

	2013 and thereafter 	
		100.000%





        (b) At any time prior to January 15, 2008, the Company may, on any one or
more occasions, redeem up to 35% of the aggregate principal amount of Notes
issued under the Indenture (including any Additional Notes) at a redemption
price of 106.250% of the principal amount thereof, plus accrued and unpaid
interest and Additional Interest, if any, thereon to the applicable redemption
date, with the net cash proceeds of one or more Equity Offerings; provided
that (1) at least 65% of the aggregate principal amount of Notes issued under
the Indenture (including any Additional Notes) remains outstanding immediately
after the occurrence of such redemption, excluding Notes held by the Company and
its Subsidiaries; and (2) the redemption must occur within 120 days of the date
of the closing of such Equity Offering. 

        (c) At any time prior to January 15, 2010, the Company may redeem all or part
of the Notes upon not less than 30 nor more than 60 days' prior notice at a
redemption price equal to the sum of (i) 100% of the principal amount thereof,
plus (ii) the Applicable Premium as of the date of redemption, plus
(iii) accrued and unpaid interest, if any, to the date of redemption. 

        6. Repurchase at Option of Holder. Upon the occurrence of (a) a Change
of Control, the Holders of the Notes shall have the right to require the Company
to purchase such Holder's outstanding Notes on the terms set forth in the
Indenture and (b) an Asset Sale, the Company may be obligated to make offers to
purchase Notes with a portion of the Net Proceeds of such Asset Sale on the
terms set forth in the Indenture.

        7. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in minimum denominations of $1,000 and integral multiples
thereof. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate 

A-7


endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company is not required to transfer or
exchange any Note selected for redemption. 

        8. Persons Deemed Owners. The registered Holder of a Note shall be
treated as its owner for all purposes.

        9. Amendment, Supplement and Waiver. The Indenture and the Notes may
be amended or supplemented and any existing default or compliance with any
provision of the Indenture or the Notes may be waived only in accordance with
the Indenture.

        10. Defaults and Remedies. In the case of an Event of Default arising
from events of bankruptcy or insolvency specified in the Indenture, all
outstanding Notes may become due and payable in the manner and with the effect
provided in the Indenture.

        11. Trustee Dealings with the Company. The Trustee in its individual
or any other capacity may become the owner or pledgee of Notes and may become a
creditor of, or otherwise deal with the Company or any of its Affiliates, with
the same rights it would have if it were not Trustee.

        12. No Recourse Against Others. No director, officer, employee,
incorporator, member, manager, partner or stockholder of the Company or any
Guarantor, as such, shall have any liability for any obligations of the Company
or any Guarantors under the Notes, the Indenture, the Note Guarantees or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. This waiver and release are part of the consideration for issuance of
the Notes.

        13. Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

        14. Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive Notes. In addition to the rights provided to Holders under the
Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes
shall have all the rights set forth in the Registration Rights Agreement.

        15. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

        16. Copies of Documents. The Company shall furnish to any Holder upon
written request and without charge a copy of the Indenture and/or the
Registration Rights Agreement. Requests may be made to:

A-8




	Moog Inc.

	6860 Seneca Street

	P.O. Box 18

	East Aurora, New York 14052-0018

	Attention: Chief Financial Officer

	 



A-9



ASSIGNMENT FORM

	To assign this Note, fill in the form below:
	 
	(I) or (we) assign and transfer this Note to:
			 
	 	
		(Insert assignee's legal name)

	
	 
	

(Insert assignee's soc. sec. or tax I.D. no.)

		
	
	
	
	
	 
	 
	 
	 
	

(Print or type assignee's name, address and zip code)

		
	 
	and irrevocably appoint 	 	 
	 
	to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
	 
	Date: _____________
	 
	Your Signature: 	 	 	 
	

(Sign exactly as your name appears on the face of this Note)

		
	 
	Signature Guarantee*: _______________________
	 
	* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).




A-10


OPTION OF HOLDER TO ELECT PURCHASE

        If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10(c) or 4.14 of the Indenture, respectively, check the appropriate
box below:

                        �Section 4.10(c)             �Section 4.14

        If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10(c) or Section 4.14 of the Indenture,
respectively, state the amount you elect to have purchased:

                                        $_________________

Date: ______________________

													 	Your
														Signature: 	 
	 	 	

														(Sign exactly as your
														name appears on the face
														of this Note)
	 	 
	 	Tax
														Identification No.:
														____________________________


Signature Guarantee*: _______________________

		* Participant in a recognized Signature Guarantee Medallion Program
		(or other signature guarantor acceptable to the Trustee).

A-11



EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Moog Inc.

6860 Seneca Street

P. O. Box 18

East Aurora, New York 14052-0018

Attention: Chief Financial Officer

Facsimile: (716) 687-4457



JPMorgan Chase Bank, N.A.

4 New York Plaza, 15th Floor

New York, New York 10004

Attention: Worldwide Securities Services

Facsimile: (212) 623-6167

Re: 6.250% Senior Subordinated Notes due 2015

        Reference is hereby made to the Indenture, dated as of January 10, 2005 (the
"Indenture"), among Moog Inc., a New York corporation (the "Company")
and JPMorgan Chase Bank, N.A., as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

        ___________________ (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount at maturity of $___________ in such Note[s] or interests (the "Transfer"),
to ________________ (the "Transferee"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

   □
1. Check if Transferee will take delivery
of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant
to Rule 144A. The Transfer is being effected pursuant to and in accordance
with Rule 144A under the Securities Act of 1933, as amended (the "Securities
Act"), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the 144A Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

 

B-1



        □ 2. Check if Transferee will take delivery of a beneficial
interest in a Legended Regulation S Global Note, or a Definitive Note pursuant
to Regulation S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made
to a person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule
903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) the transfer is not being made to a
U.S. Person or for the account or benefit of a U.S. Person (other than the
Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Legended Regulation S Global Note
and/or the Definitive Note and in the Indenture and the Securities Act.


    

□  3. Check and complete if Transferee will take delivery of a
Restricted Definitive Note pursuant to any provision of the Securities Act other
than Rule 144, Rule 144A or Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further
certifies that (check one):



           
□ (a) such Transfer is being effected to the Company or a subsidiary
thereof; or




           
□ (b) such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to Restricted Definitive
Notes and the requirements of the exemption claimed, which certification is
supported by (1) a certificate executed by the Transferee in the form of 
Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the
Transferor or the Transferee (a copy of which the Transferor has attached to
this certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred Definitive Note will be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Definitive Notes and in the Indenture and the Securities Act.



B-2



       
□ 4. Check if Transferee will take delivery of a beneficial
interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.



            □ (a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.


            □(b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and, in the case of a transfer from a Restricted Global Note or a
Restricted Definitive Note, the Transferor hereby further certifies that (a) the
Transfer is not being made to a person in the United States and (x) at the time
the buy order was originated, the Transferee was outside the United States or
such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (b) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (c) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (d) the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person, and
(ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.


            □ (c) Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to 

B-3


the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

        This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

	 	Dated: 	 
	 	 
	 	[Insert Name of Transferor]
	 	By: 
			 
	 	 	Name:
	 	 	Title:
	DTC Participant No. _________	 




B-4


ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the
				following:

                [CHECK ONE OF (a) OR (b)]


□       (a)    a beneficial interest in the:

            (i)     144A Global Note (CUSIP __________); or

            (ii)    Regulation S Global Note (CUSIP __________);
								or


□       (b)     a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

                [CHECK ONE]


□       (a)     a beneficial interest in the:

            (i)     144A Global Note (CUSIP __________); or

            (ii)     Regulation S Global Note (CUSIP __________); or

            (iii)     Unrestricted Global Note (CUSIP __________); or


□        (b) a Restricted Definitive Note; or


□        (c) an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-5


EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Moog Inc.

6860 Seneca Street

P. O. Box 18

East Aurora, New York 14052-0018

Attention: Chief Financial Officer

Facsimile: (716) 687-4457



JPMorgan Chase Bank, N.A.

4 New York Plaza, 15th Floor

New York, New York 10004

Attention: Worldwide Securities Services

Facsimile: (212) 623-6167

Re: 6.250% Senior Subordinated Notes due 2015

        Reference is hereby made to the Indenture, dated as of January 10, 2005 (the
"Indenture"), among Moog Inc., a New York corporation (the "Company")
and JPMorgan Chase Bank, N.A., as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

        __________________________ (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount at maturity of $____________ in such Note[s] or interests (the "Exchange").
In connection with the Exchange, the Owner hereby certifies that:

        1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note


        □  (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount at maturity, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

C-1




        □  (b) Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


        □  (c) Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.


        □  (d) Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (ate PlLegend are ed in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

        2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes


        □  (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount at maturity, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note 

C-2


and in
the Indenture and the Securities Act.


        □  (b) Check if Exchange is from Restricted Definitive Note to
beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] :

         
□ 144A Global Note:

        Regulation S Global Note:

with an equal principal amount at  maturity,
				the Owner hereby certifies (i) the beneficial interest is being
				acquired for the Owner's own account without transfer and (ii)
				such Exchange has been effected in compliance with the transfer
				restrictions applicable to the Restricted Global Notes and
				pursuant to and in accordance with the Securities Act, and in
				compliance with any applicable blue sky securities laws of any
				state of the United States. Upon consummation of the proposed
				Exchange in accordance with the terms of the Indenture, the
				beneficial interest issued will be subject to the restrictions
				on transfer enumerated in the Private Placement Legend printed
				on the relevant Restricted Global Note and in the Indenture and
				the Securities Act.

This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

	 	Dated: 	 
	 	 
	 	[Insert Name of Transferor]
	 	By: 
			 
	 	 	Name:
	 	 	Title:
	DTC Participant No. _________	 


C-3



EXHIBIT D

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Moog Inc.

6860 Seneca Street

P. O. Box 18

East Aurora, New York 14052-0018

Attention: Chief Financial Officer

Facsimile: (716) 687-4457



JPMorgan Chase Bank, N.A.

4 New York Plaza, 15th Floor

New York, New York 10004

Attention: Worldwide Securities Services

Facsimile: (212) 623-6167

Re: 6.250% Senior Subordinated Notes due 2015

        Reference is hereby made to the Indenture, dated as of January 10, 2005 (the
"Indenture"), among Moog Inc., a New York corporation (the "Company"),
the Guarantors, and JPMorgan Chase Bank, N.A. as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

        In connection with our proposed purchase of $____________ aggregate principal
amount of:

        (a)     □    beneficial interest in a Global Note, or

        (b)     □    a Definitive Note,

we confirm that:

        1. We understand that any subsequent transfer of the Notes or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes or any interest therein except in compliance
with, such restrictions and conditions and the Securities Act of 1933, as
amended (the "Securities Act").

        2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we shall do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel 

C-4


in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

        3. We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

        4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

        5. We are acquiring the Notes or beneficial interest therein purchased by us
for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

        The Trustee and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

	Dated: 	 
	 	[Insert Name of Accredited
												Investor]
	 	 	 
	 	By: 
			 
	 	 	Name:
	 	 	Title:


C-5