Amendment No. 2


Exhibit 10(xi)

Amendment No. 2


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 February 23, 2001 (“Amendment”) to the Corporate Revolving and Term
Loan Agreement dated as of November 30, 1998 as amended by Amendment No. 1
thereto dated as of October 24, 2000 (collectively, the “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
(“Arranger”), and HSBC BANK USA, a New York banking
corporation, formerly known as Marine Midland Bank, as agent for the Lenders
(“Agent”).


RECITALS


     1.   Borrower has requested that the Arranger, the Agent and the Lenders amend the Agreement in order to,
among other things:


          a.   consent to the proposed acquisition by Borrower of all of
the stock of a Delaware company named G & H Technology, Inc.
(“G & H Technology”) for an aggregate purchase price not in
excess of $10,500,000 which acquisition should be completed in March, 2001
(“G & H Acquisition”);


          b.   consent to a secured loan by the Borrower of approximately $8,500,000 to G & H Technology (“G & H
Technology Loan”) in connection with the G & H Acquisition in order to
enable G & H Technology to fully repay its pre-acquisition indebtedness to
its lender.


          c.   consent to the substitution by Borrower of (i) a pledge in favor
of the Arranger, the Agent and the Lenders of all of the stock of G & H
Technology acquired by Borrower, and (ii) a collateral assignment to the
Arranger, the Agent and the Lenders of all of the collateral granted to Borrower
as security for the G & H Technology Loan, all in lieu of a guaranty and
security agreement by G & H Technology as otherwise required by the
Agreement.


          d.   agree with the Borrower that the completion of the G & H
Acquisition is a Permitted Acquisition under the Agreement and re-establish the
basket for Permitted Acquisitions at $15,000,000 whether or not the G & H
Acquisition is completed in order to provide the Borrower with sufficient room
for an additional acquisition or acquisitions.


          e.   agree to release a one-acre
parcel of the Borrower’s real estate from the lien of the Mortgage in order
to provide additional parking for The Moog Employees Federal Credit Union.


     2.  The Arranger, the Agent
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:



"bbbb.  Amendment No. 2. "Amendment No. 2" means the Amendment No. 2 dated as of
February  23, 2001 by and among the  Borrower,  the Agent,  the Arranger and the
Lenders  amending this  Agreement to provide for,  among other  things,  certain
covenant modifications and certain agreements, waivers and 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 G & H
Acquisition as defined in Amendment No. 2 and (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 (exclusive of the G & H
Acquisition as defined in Amendment No. 2) 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."



     3.  Consents and Agreements.


          3.1  Acquisition Financing and Waiver of Guaranty and Security
Agreement. The Agreement has certain restrictions in Section 7(r) on the ability of the
Borrower to create or acquire a Domestic Subsidiary without having such a
Domestic Subsidiary guaranty the indebtedness of Borrower, and the Agreement
also has restrictions on the ability of the Borrower and its Subsidiaries to
obtain financing and grant security for such financing. Notwithstanding such
restrictions in the Agreement, the Arranger, the Agent and the Lenders hereby
waive the requirement under Section 7(r) of a guaranty and security agreement
from G & H Technology upon completion of the G & H Acquisition, and
consent to the G & H Technology Loan provided (i) that such loan is secured
by a first priority lien general security interest from G & H Technology to
Borrower covering all of G & H Technology’s owned or after acquired
Accounts, Inventory, Equipment, Fixtures, Investment Property, Deposit Accounts,
Letter of Credit Rights, Chattel Paper including leases, Documents, Instruments
and General Intangibles and all proceeds thereof (collectively, the “G
& H Technology Loan Collateral”) subject only to such prior liens in
specific equipment as may be approved by Agent, such security interest to be
evidenced by a security agreement and UCC financing statements in form and
content satisfactory to the Agent; (ii) the note evidencing the G & H
Technology Loan and the G & H Technology Loan Collateral are satisfactorily
pledged by the Borrower to the Agent and the Lenders as additional collateral
security for the indebtedness of Borrower under the Agreement; and (iii)
Borrower pledges to the Agent and the Lenders all of the stock of G & H
Technology as additional collateral security for the indebtedness of Borrower
under the Agreement, such pledges to be evidenced by pledge documentation in
form and content satisfactory to the Agent.


          3.2  Limitation on Waiver and Consents. The foregoing waiver, agreements
and 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 - 4 remedy of either the
Arranger, the Agent 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.


          3.3  Mortgage
Release. Promptly upon the request of Borrower, the Arranger, the Agent and
the Lenders agree that the Agent may and shall execute and deliver to Borrower a
release, in form and content satisfactory to Borrower and Agent, of one acre of
real estate from the Mortgage in order to enable Borrower to sell such released
real estate to The Moog Employees Federal Credit Union for use as a parking lot.


     4.  Conditions Precedent
to this Amendment.  The effectiveness of each and all of the amendments,
agreements 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.  The parties hereto shall have duly
executed and delivered to the Agent eleven (11) duplicate originals of this Amendment.


          4.2  Counsel Opinion.  Counsel to the Borrower, Hodgson Russ LLP, shall have delivered to
the Agent a counsel opinion in form and content satisfactory to the Agent
addressed to each Lending Entity, and covering such matters as are requested by
the Agent and its counsel and to include an express statement to the effect that
the Lending Entities’ and Agent’s counsel are authorized to rely on
such opinion.


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


          4.4  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.


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


     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 is within Borrower’s corporate powers, have been duly
authorized by all necessary corporate action, and do not, and will not, (i)
contravene Borrower’s certificate of incorporation or 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 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 and under the notes executed and delivered in connection
therewith.


     7.  Other.


          7.1  Borrower agrees
to pay all out-of-pocket expenses and fees of the Agent in connection with the
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 parties hereto 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: Senior Account Officer


                                        NATIONAL BANK OF CANADA


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


                                        By /S/
                                           --------------------------------
                                        Name:  Jon Patterson
                                        Title: 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