Exhibit 10(xi)

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