Amendment No. 3


Exhibit 10(xii)

Amendment No. 3


to


Corporate Revolving and Term Loan Agreement Among


Certain Lenders,


HSBC Securities (USA) Inc., formerly

known as HSBC Securities, Inc., As Arranger,


HSBC Bank USA, formerly

known as Marine Midland Bank, As Agent


And


Moog Inc.


     This Amendment dated as of September 17, 2001 (“Amendment”) to the Corporate Revolving and Term
Loan Agreement dated as of November 30, 1998 as amended (“Agreement”)
is entered into by and among MOOG INC., a New York business corporation
(“Borrower”), certain lenders which are currently parties to the
Agreement (“Lenders”), HSBC SECURITIES (USA) INC., a Delaware
corporation, formerly known as HSBC Securities, Inc., as arranger (“HSBC
Securities”), and HSBC BANK USA, a New York banking corporation,
formerly known as Marine Midland Bank, as agent for the Lenders (“HSBC
Bank”).


RECITALS


     1.  Borrower has requested that HSBC Bank, HSBC Securities and the Lenders
amend the Agreement in order to modify certain covenants with respect to permitted acquisitions and
capital expenditures; and consent to a certain proposed asset acquisition and
certain necessary distributions in connection with a stock split.


     2.  HSBC Bank, HSBC Securities and the Lenders are agreeable to the foregoing to
the extent set forth in this Amendment and subject to each of the terms and conditions stated
herein.

     3.  The Borrower and each of
the guarantors under the Agreement (“Guarantors”) will benefit from
the changes to the Agreement set forth in this Amendment. 


     NOW, THEREFORE,
in consideration of the foregoing and the mutual covenants set forth herein, and
of the loans or other extensions of credit heretofore, now or hereafter made by
the Lenders, to, or for the benefit of the Borrower and its Subsidiaries, the
parties hereto agree as follows: 



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


     2.  Amendments.


          2.1  Section 1 entitled "Definitions" is amended by adding the following new
definition:


"cccc. Amendment No. 3. "Amendment No. 3" means the Amendment No. 3
dated as of September 17, 2001 by and among the Borrower, the Agent, HSBC as
Arranger and the Lenders amending this Agreement to provide for, among other
things, certain covenant modifications and certain consents."


          2.2  Section 1 hhh. entitled "Permitted Acquisition" is deleted in its entirety
and replaced with the following:


hhh. Permitted Acquisition. “Permitted Acquisition” means (i) the acquisition by
the Borrower from Tecstar Electro Systems, Inc., a Delaware corporation
(“Tecstar”) of the assets and the assumption of certain liabilities
comprising Tecstar’s line of business located in Durham, North Carolina
consisting of the assets used in the design, manufacture, sale, repair and/or
support of solar array and payload systems, antenna pointing mechanisms,
attitude and control system components and actuation systems for satellites,
manned mission equipment and launch vehicles, for a purchase price of
approximately $9,000,000 and on substantially the terms of that certain draft
Asset Purchase Agreement by and between Tecstar and Borrower dated September,
2001 distributed to the Agent, the Lenders, and the Arranger by Borrower
(“Tecstar Acquisition”); (ii) any other acquisition by the Borrower or
any Subsidiary of all or substantially all of the assets or stock of any other
Person, or assets constituting all or substantially all of a division or product
line of any other Person so long as (A) immediately prior to contracting for or
consummating such other acquisition there does not exist, and there does not
occur as a direct or indirect result of the consummation of such other
acquisition, any Event of Default or Default, (B) the aggregate consideration
paid (whether by means of transfer of assets, by means of assumption of
liabilities or otherwise) by the Borrower and all Subsidiaries in connection
with all such other acquisitions from the date of Amendment No. 2 to the
Maturity Date does not exceed $15,000,000 unless specifically consented to in
writing by the Agent and the Required Lenders and (C) with respect to any assets
or stock of any Person acquired directly or indirectly pursuant to any such
other acquisition, all collateral requirements of the Required Lenders are
satisfied.”


          2.3  Section 8 j. entitled “Consolidated Capital
Expenditures” is deleted in its entirety and replaced with the following:


"8 j. Consolidated Capital Expenditures. Make Consolidated Capital
Expenditures, other than for any Permitted Acquisition, exceeding in the
aggregate for the Borrower and all Subsidiaries the following maximum
applicable dollar amount for the fiscal year of the Borrower set forth below:


        Fiscal Year                       Amount in Millions
        -----------                       ------------------
           2001                                  $30.0
           2002                                  $26.0
           2003 and each
           fiscal year thereafter                $27.0."




     3.  Consents.


          3.1  Acquisitions.  The Agreement has certain restrictions on the ability of the Borrower and its
Subsidiaries to make acquisitions without the consent of the Lenders, the
Arranger and the Agent. Notwithstanding such restrictions in the Agreement, the
Lenders, the Arranger and the Agent hereby consent to the Tecstar Acquisition as
such term is defined in Section 1 hhh. of the Agreement as amended by this
Amendment.


          3.2  Fractional Share
Distributions. The Agreement has certain restrictions on the ability of the
Borrower and its Subsidiaries to make distributions other than Permitted
Distributions without the consent of the Lenders, the Arranger and the Agent.
Notwithstanding such restrictions in the Agreement, the Lenders, the Arranger
and the Agent hereby consent to cash distributions by the Borrower of up to
$250,000 in the aggregate to shareholders who are entitled to equivalent cash
payments for fractional shares as a result of the Borrower’s 3-for-2 stock
split expected to be completed in September 2001.


          3.3  Limitation on Consents. The foregoing consents are only applicable and
shall only be effective in the specific instance and for the specific purpose for which made, are expressly
limited to the facts and circumstances referred to herein, and shall not operate
as (i) a waiver of, or consent to non-compliance with any other provision of the
Agreement or any other Loan Document, (ii) a waiver of any right, power or
remedy of either the Agent, the Arranger or any Lender under the Agreement or
any Loan Document, or (iii) a waiver of or consent to any Event of Default or
Default under the Agreement or any Loan Document.


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


          4.1  Amendment Documentation. Borrower, the Arranger and the Required
Lenders shall have duly executed and delivered to the Agent eleven (11) duplicate originals of
this Amendment.


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


          4.3  Representations and Warranties. The
representation and warranties contained in Section 5 of this Amendment and in
the Agreement shall be true correct and complete as of the effective date of
this Amendment as though made on such date. 


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


     5.  Representations and Warranties of Borrower. Borrower hereby represents and
warrants as follows:


          5.1  Each of the
representations and warranties set forth in the Agreement is true, correct, and
complete on and as of the date hereof as though made on the date hereof, and the
Agreement and each of the other Loan Documents remains in full force and effect.


          5.2  As of the date hereof, there exists and will exist no Default or
Event of Default under the Agreement or any other Loan Document, and no event
which, with the giving of notice or lapse of time, or both, would constitute a
Default or Event of Default.


          5.3  The execution, delivery and performance
by the Borrower of this Amendment are within Borrower’s corporate powers,
have been duly authorized by all necessary corporate action, and do not, and
will not, (i) contravene Borrower’s certificate of incorporation or
by-laws, (ii) violate any law, including without limitation the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any
rule, regulation (including Regulations T, U or X of the Board of Governors of
the Federal Reserve System) order, writ, judgement, injunction, decree,
determination or award, (iii) conflict with or result in the breach of, or
constitute a default under, any material contract, loan agreement, mortgage,
deed of trust or any other material instrument or agreement binding on Borrower
or any Subsidiary or any of their properties or result in or require the
creation or imposition of any lien upon or with respect to any of their
properties.


          5.4  This Amendment has been duly executed and delivered by the Borrower
and this Amendment has been duly executed by the Guarantors. This Amendment is the legal,
valid and binding obligation of the Borrower and the Guarantors enforceable against the
Borrower and each of the Guarantors in accordance with its terms.


          5.5  No authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body or any other third party is required for (i) the
due execution, delivery or performance by the Borrower and the Guarantors of this Amendment
or any other agreement or document related hereto or contemplated hereby to which the
Borrower or any of the Guarantors is or is to be a party or otherwise bound or (ii) the exercise by
the Agent, the Arranger or any Lender of its rights under the Agreement as amended by this
Amendment.


     6.  Acknowledgments and Reaffirmations.


          6.1  The Borrower
hereby reaffirms the Loan Documents to which it is a party and agrees that such
Loan Documents remain in full force and effect.


          6.2  By their signatures below, each of the Guarantors specifically consents to each of the amendments,
consents and agreements herein and reaffirms the continuing effectiveness of
their respective guaranty, general security agreement and UCC financing
statements originally executed and delivered in connection with the Agreement,
and agrees that such guaranty, general security agreement and UCC financing
statements cover payment of any and all Obligations under the Agreement as
amended hereby.


     7.  Other.


          7.1  Borrower agrees
to pay all out-of-pocket expenses and fees of the Agent in connection with the
preparation of this Amendment including the reasonable fees and disbursements of
counsel to the Agent.


          7.2  This Amendment may be executed in any number of counterparts and by
the parties hereto on separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
agreement.


          7.3  This Amendment shall be governed by and construed under
the internal laws of the State of New York, as the same may be from time to time
in effect, without regard to principles of conflicts of laws.


     The Lenders, the Arranger,
the Agent, the Borrower and the Guarantors have caused this Amendment to be duly
executed as of the date shown at the beginning of this Amendment. 



                                        HSBC BANK USA


                                        By /S/
                                           --------------------------------
                                        Name:  William H. Graser
                                        Title: Vice President


                                        MANUFACTURERS AND TRADERS TRUST COMPANY


                                        By /S/
                                           --------------------------------
                                        Name:  Sean Timms
                                        Title: Vice President


                                        FLEET NATIONAL BANK


                                        By /S/
                                           --------------------------------
                                        Name:  John Larry
                                        Title: Regional President


                                        BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                                        By /S/
                                           --------------------------------
                                        Name:  Joseph P. Devoe
                                        Title: Vice President


                                        KEYBANK NATIONAL ASSOCIATION


                                        By /S/
                                           --------------------------------
                                        Name:  Mary K. Young
                                        Title: Vice President


                                        LANDESBANK BADEN-WURTTEMBERG


                                        By /S/
                                           --------------------------------
                                        Name:  Terry Blagden
                                        Title: Senior Credit Officer


                                        By /S/
                                           --------------------------------
                                        Name:  Karen Richard
                                        Title: Vice President


                                        NATIONAL BANK OF CANADA


                                        By /S/
                                           --------------------------------
                                        Name:  Timothy Lohn
                                        Title: Regional Manager


                                        By /S/
                                           --------------------------------
                                        Name:  Mark D. Dzimian
                                        Title: Assistant Vice President


                                        THE CHASE MANHATTAN BANK


                                        By /S/
                                           --------------------------------
                                        Name:  Michael E. Wolfram
                                        Title: Vice President


                                        HSBC SECURITIES (USA) INC., As Arranger


                                        By /S/
                                           --------------------------------
                                        Name:  Martin F. Brown
                                        Title: Managing Director


                                        HSBC BANK USA, As Agent


                                        By /S/
                                           --------------------------------
                                        Name:  William H. Graser
                                        Title: Vice President


                                        MOOG INC.


                                        By /S/
                                           --------------------------------
                                        Name:  Robert R. Banta
                                        Title: Executive Vice President


                                        MOOG FSC LTD., as a guarantor


                                        By /S/
                                           --------------------------------
                                        Name:  Donald R. Fishback
                                        Title: Vice President


                                        MOOG PROPERTIES, INC., as a guarantor


                                        By /S/
                                           --------------------------------
                                        Name:  Donald R. Fishback
                                        Title: Vice President


                                        MOOG INDUSTRIAL CONTROLS
                                        CORPORATION, as a guarantor


                                        By /S/
                                           --------------------------------
                                        Name:  Donald R. Fishback
                                        Title: Vice President