SECOND AMENDMENT TO THE


RECEIVABLES PURCHASE AGREEMENT


 


This SECOND AMENDMENT
TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 4, 2013, is entered into by and
among the following parties:


 


		(i)	MOOG RECEIVABLES LLC, a Delaware limited liability company, as Seller;



 


		(ii)	MOOG INC., an New York corporation, as Servicer;



 


		(iii)	PNC BANK, NATIONAL ASSOCIATION, as Administrator; and



 


		(iv)	MARKET STREET FUNDING LLC, a Delaware limited liability company, as the Issuer.



 


Capitalized terms used
but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables
Purchase Agreement described below.


 


BACKGROUND


 


The parties hereto
have entered into a Receivables Purchase Agreement, dated as of March 5, 2012 (as amended, restated, supplemented or otherwise
modified through the date hereof, the “Receivables Purchase Agreement”) and desire to amend the Receivables
Purchase Agreement as set forth herein.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


SECTION 1.         Amendments
to the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby amended as follows:


 


(a)         Clause (a)
of the definition of “Dilution Ratio” set forth in Exhibit I to the Receivables Purchase Agreement is
replaced in its entirety with the following:


 


(a) the Dilution
for such Fiscal Month, by


 


(b)         The definition
of “Dilution Volatility Component” set forth in Exhibit I to the Receivables Purchase Agreement is amended
by replacing the number “two” where it appears in clauses (a)(i) and (b)(i) thereof with the number “three”.


 


(c)         The definition
of “Eligible Receivable” set forth in Exhibit I to the Receivables Purchase Agreement is amended as follows:


 


(i)         clause
(r) thereof is replaced in its entirety with the following:


 


(r) that
is not a Moog Component Group Receivable, unless and until such time, if any, that the Administrator has received such information
and reports with respect to Moog Component Group Receivables, in form and substance satisfactory to the Administrator, as the Administrator
has requested from the Seller or the Servicer.


 






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(ii)         the
paragraph immediately following existing clause (r) thereof is deleted in its entirety.


 


(d)         The definition
of “Excluded Receivable” set forth in Exhibit I to the Receivables Purchase Agreement is replaced in
its entirety with the following:


 


“Excluded
Receivable” means any Receivable (a) that is a Moog Component Group Receivable, unless and until such time, if any, that
the Seller or the Servicer has notified the Administrator in writing that Moog Component Group Receivables
shall no longer be “Excluded Receivables”, (b) of Berkeley Process Control, a business division or group of Moog, (c) owing
by Moog or any Subsidiary of Moog or (d) that has been or is generated by a business (i) all
or substantially all the assets of which are acquired by any Originator or (ii) that is merged into any Originator, in either case,
after the date of this Agreement (any such business described in clause (i) and (ii), being a “New Business”);
provided, however, if any Receivable of a New Business is being accounted for or has been at any time accounted for
together with the other Receivables of any Originator (and not with a separate division marker) under the MBS Accounting System
(as such system may be modified or replaced from time to time), such Receivable is not an “Excluded Receivable”.


 


(e)         The definition
of “Facility Termination Date” set forth in Exhibit I to the Receivables Purchase Agreement is amended
by replacing the date “March 4, 2013” where it appears therein with the date “March 3, 2014”.


 


(f)         The defined
term “________ Receivables” and the definition thereof are deleted in their entirety from Exhibit I to
the Receivables Purchase Agreement.


 


(g)         The following
defined terms and definitions thereof are added to Exhibit I to the Receivables Purchase Agreement in appropriate alphabetical
order:


 


“Dilution”
means, with respect to any Fiscal Month, the aggregate amount of Collections deemed to have been received by Seller pursuant to
Section 1.4(e)(i) of the Agreement during such Fiscal Month excluding any such deemed Collections on Dilution Excluded Receivables.


 


“Dilution
Excluded Receivable” means, from time to time, any Receivable for which each of the following criteria have been satisfied:
(i) the Seller, the Servicer or any Originator has sent a credit memo to, or entered into any other agreement or arrangement with,
the related Obligor, the effect of which is to cancel the related invoice or bill sent to the related Obligor with respect to such
Receivable, (ii) the amount set forth in such cancelled invoice or bill with respect to such Receivable has been earned by the
related Originator, remains owing by such Obligor and no portion thereof is the subject of any asserted dispute, offset, hold back
defense, Adverse Claim or other claim, (iii) the Seller has been deemed to have received a Collection on such Receivable as a result
of cancelling such invoice or bill in accordance with Section 1.4(e)(i) of the Agreement and (iv) the Administrator, in
its sole discretion, has (x) consented in writing to the Seller and the Servicer classifying a Receivable of such Obligor meeting
the foregoing criteria as a “Dilution Excluded Receivable” (which written consent may be sent by electronic mail) and
(y) not subsequently revoked such consent in writing.


 






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“Moog
Component Group Receivable” means any Receivable generated
by Moog Component Group, a business division or group of Moog. 


 


(h)         The
following new clause (x) is hereby added to Section 1 of Exhibit III to the Receivables Purchase Agreement
immediately following existing clause (w) thereof:


 


(x) The amount
of Dilution included in the calculation of Dilution Ratio for each Fiscal Month has been computed in accordance with the definitions
of “Dilution” and “Dilution Excluded Receivable” (and each respective term incorporated therein) and no
Obligor with respect to any Dilution Excluded Receivable has asserted any dispute, offset, hold back defense, Adverse Claim or
other claim with respect to such Dilution Excluded Receivable.


 


(i)         The
following new clause (r) is hereby added to Section 2 of Exhibit III to the Receivables Purchase Agreement
immediately following existing clause (q) thereof:


 


(r) The amount
of Dilution included in the calculation of Dilution Ratio for each Fiscal Month has been computed in accordance with the definitions
of “Dilution” and “Dilution Excluded Receivable” (and each respective term incorporated therein) and no
Obligor with respect to any Dilution Excluded Receivable has asserted any dispute, offset, hold back defense, Adverse Claim or
other claim with respect to such Dilution Excluded Receivable.


 


(j)         Clause (g)(ii)(C)
of Exhibit V to the Receivables Purchase Agreement is amended by replacing the percentage “2.5%” where it appears
therein with the percentage “5.0%”.


 


SECTION 2.         Representations
and Warranties of the Seller and Servicer. Each of the Seller and the Servicer hereby represents and warrants, as to itself,
to the Administrator and the Issuer, as follows:


 


(a)         Representations
and Warranties. Immediately after giving effect to this Amendment, the representations and warranties made by such Person in
the Transaction Documents to which it is a party are true and correct as of the date hereof (unless stated to relate solely to
an earlier date, in which case such representations or warranties were true and correct as of such earlier date).


 


(b)         Enforceability.
This Amendment and each other Transaction Document to which it is a party, as amended hereby, constitute the legal, valid and binding
obligation of such Person enforceable against such Person in accordance with its respective terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights
generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or
at law.


 






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(c)         No Termination
Event. No event has occurred and is continuing, or would result from the transactions contemplated hereby, that constitutes
a Termination Event or an Unmatured Termination Event.


 


(d)         Dilution
Excluded Receivable. As of the date hereof, the Subject Receivable (as defined below) satisfies each of the first three clauses
of the definition of “Dilution Excluded Receivable”, as such term is defined in this Amendment.


 


SECTION 3.         Acknowledgement
and Agreement. The Servicer hereby notifies each of the other parties hereto that (i) on or about September 20, 2012, Moog
originated a Receivable, the Obligor of which was _____________________________ and the Outstanding
Balance thereof on such date of origination was approximately $6,939,560 (such Receivable, the “Subject Receivable”)
and (ii) Moog voided such Subject Receivable on or about November 27, 2012, which after giving effect to such voiding, the Outstanding
Balance of the Subject Receivable was zero. The Administrator hereby consents to classifying the Subject Receivable as a Dilution
Excluded Receivable. Each of the parties hereto hereby acknowledge and agree that the Subject Receivable shall constitute
a Dilution Excluded Receivable for all purposes of the Receivables Purchase Agreement.


 


SECTION 4.         Effect
of Amendment. All provisions of the Receivables Purchase Agreement and the other Transaction Documents, as expressly amended
and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in
the Receivables Purchase Agreement (or in any other Transaction Document) to “this Receivables Purchase Agreement”,
“this Agreement”, “hereof”, “herein” or words of similar effect referring to the Receivables
Purchase Agreement shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment. This Amendment
shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Purchase Agreement
other than as set forth herein.


 


SECTION 5.         Effectiveness.
This Amendment shall become effective as of the date hereof upon the Administrator’s receipt of counterparts hereto duly
executed by each of the parties hereto.


 


SECTION 6.         Transaction
Document. This Amendment shall be a Transaction Document for purposes of the Receivables Purchase Agreement.


 


SECTION 7.         Counterparts.
This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when
so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.
Delivery of an executed counterpart of a signature page to this Amendment by facsimile or e-mail transmission shall be effective
as delivery of a manually executed counterpart hereof.


 






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SECTION 8.         GOVERNING
LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


SECTION 9.         Section
Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation
of this Amendment, the Receivables Purchase Agreement or any provision hereof or thereof.


 


SECTION 10.        Reaffirmation
of Performance Guaranty. After giving effect to this Amendment and the transactions contemplated hereby, all of the provisions
of the Performance Guaranty shall remain in full force and effect and Moog hereby ratifies and affirms the Performance Guaranty
and acknowledges that the Performance Guaranty has continued and shall continue in full force and effect in accordance with its
terms.


 


 


[Signature
pages follow]


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.


 


	 	MOOG RECEIVABLES LLC,	 
	 	as Seller	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Timothy P. Balkin	 
	 	Name:	Timothy P. Balkin	 
	 	Title:	Vice President	 
	 	 	 	 
	 	 	 	 
	 	MOOG INC.,	 
	 	individually and as Servicer	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Timothy P. Balkin	 
	 	Name:	Timothy P. Balkin	 
	 	Title:	Treasurer and Group Vice President	 


 


 


 


 


 


 









Second Amendment to the


Receivables Purchase Agreement


(Moog Receivables LLC)





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	 	PNC BANK, NATIONAL ASSOCIATION,	 
	 	as Administrator	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ William Falcon	 
	 	Name:	William Falcon	 
	 	Title:	Vice President	 


 


 


 


 


 


 


 


 


Second Amendment to the


Receivables Purchase Agreement


(Moog Receivables LLC)





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	 	MARKET STREET FUNDING LLC,	 
	 	as the Issuer	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Doris J. Hearn	 
	 	Name:	Doris J. Hearn	 
	 	Title:	Vice President	 


 


 


 


 


 


 


 


 







Second Amendment to the


Receivables Purchase Agreement


(Moog Receivables LLC)











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