Amendment No. 1
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 October 24, 2000 ("Amendment") to the Corporate
Revolving and Term Loan Agreement dated as of November 30, 1998 ("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, among other things, extend the maturity date of
the Agreement and the Revolving Loans to December 31, 2005 which will require
replacement of the existing Revolving Loan Notes; re-establish the Term Loan
Facility at $75,000,000 and replace the existing Term Loan Notes; modify certain
covenants with respect to permitted acquisitions and permitted distributions;
modify certain of the financial covenants; and consent to certain proposed
acquisitions and the proposed financing thereof.
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 extension of the term of, and other 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:
"aaaa. Amendment No. 1. "Amendment No. 1" means the Amendment No. 1
dated as of October 24, 2000 by and among the Borrower, the Agent,
HSBC as Arranger and the Lenders amending this Agreement to provide
for, among other things, an extension of the Maturity Date,
replacement term loans in the aggregate amount of $75,000,000, 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 Borrower or a Foreign Subsidiary from Aeroquip-Xxxxxxx
S.p.A. of the assets and the assumption of certain liabilities
comprising the line of business relating to the development,
manufacture and sale of electric motors and drives from Xxxxxxx, Italy
for a purchase price of approximately $9,840,000 and on substantially
the terms of that certain Agreement for the Sale and Purchase of a
Business dated September 15, 2000 by and between the Borrower and
Aeroquip-Xxxxxxx S.p.A., which agreement may be assigned by Borrower
to Moog Italiana S.r.l. ("Casella Acquisition"); (ii) the acquisition
by the Borrower or a Domestic Subsidiary of 100% of the outstanding
equity interests not owned by Borrower on the date of Amendment No. 1
in Tecstar Electro Systems, Inc., a Delaware corporation, for a
purchase price of approximately $12,500,000 ("Tecstar Acquisition")
plus the assumption of liabilities consisting of trade payables and
approximately $2,500,000 in unfunded pension liabilities; (iii) the
acquisition by the Borrower of the 25% of the outstanding equity
interests in Hydrolux S.a.r.l. and Moog-Hydrolux Hydraulic Systems,
Inc. not owned by the Borrower on the date of Amendment No. 1 on
substantially the terms of that certain letter of intent signed on
June 9, 1998 and June 10, 1998 by and between the Borrower and Xxxx
Xxxxx S.A. ("Hydrolux Acquisition"); and (iv) 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. 1 to the Maturity Date does not exceed
$25,000,000 and no single acquisition exceeds $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 The Consent Letter from the Agent and the Lenders dated February 25,
2000 regarding Additional Share Purchases (as defined therein) by the Borrower
is hereby cancelled with respect to any Distribution made on or after the date
of Amendment No. 1.
2.4 Section 1 jjj. entitled "Permitted Distribution" is deleted in its
entirety and replaced with the following:
"jjj. Permitted Distribution. "Permitted Distribution" means (i)
dividends payable solely in any of its stock, (ii) cash dividends paid
by any Subsidiary on a pro rata basis with respect to all of its
outstanding shares, (iii) cash dividends paid of up to $9,000 in any
fiscal year of the Borrower with respect to the Borrower's preferred
shares and (iv) purchases by the Borrower from the date of Amendment
No. 1 to the Maturity Date of shares of stock of the Borrower for
purchase prices aggregating not more than $15,000,000."
2.5 The existing Section 1 ddd. entitled "Maturity Date" is deleted in its
entirety and replaced with the following:
"ddd. Maturity Date. The "Maturity Date means December 31, 2005."
2.6 The existing Section 4 a. entitled "Making and Obtaining Term Loans" is
deleted in its entirety and replaced with the following:
"4 a. Making and Obtaining Replacement Term Loans. Upon and subject to
each term and condition of this Agreement, on the date that Amendment
No. 1 becomes effective, the Lenders shall make replacement Term Loans
to the Borrower, and the Borrower shall obtain replacement Term Loans
from the Lenders. The aggregate principal amounts of all replacement
Term Loans shall be $75,000,000. The principal amount of the
replacement Term Loan made by any Lender shall be such Lender's
Commitment Percentage of $75,000,000."
2.7 The existing Section 4 b. entitled "Termination of Obligation" is
deleted in its entirety.
2.8 A new Section 4 b. entitled "Purpose of Replacement Term Loans" is
added as follows:
"4 b. Purpose of Replacement Term Loans. The proceeds of the
replacement Term Loans made on the date Amendment No. 1 becomes
effective shall be used by the Borrower to refinance the outstanding
principal balances of the original Term Loans under the Agreement and
for general corporate purposes."
2.9 The existing Section 4 d. entitled "Repayment "is deleted in its
entirety and replaced with the following:
"4 d. Repayment. The Borrower shall repay the principal amount of each
replacement Term Loan to the Agent for the account of the Lender that
made such replacement Term Loan in twenty (20) installments, with the
first of such installments to become due on December 31, 2000 and one
of such installments to become due on each succeeding March 31, June
30, September 30 and December 31 through September 30, 2005, when the
Borrower shall repay the outstanding principal amount of all
replacement Term Loans to the Agent for the accounts of the Lenders
and pay to the Agent all interest payable pursuant to this Agreement,
as amended, in connection with any Term Loan and remaining unpaid and
all other amounts payable by the Borrower pursuant to this Agreement,
as amended, in connection with any replacement Term Loan and remaining
unpaid. Each of such installments shall be such Lender's Commitment
Percentage of $3,750,000."
2.10 Section 7 c. entitled "Consolidated Net Worth" is deleted in its
entirety and replaced with the following:
"7 c. Consolidated Net Worth. Assure that as of the end of each fiscal
quarter of the Borrower set forth below the Consolidated Net Worth of
the Borrower is not less than the minimum dollar amount set forth
below:
Fiscal Quarters Amount in Millions
--------------- ------------------
First Quarter 2001 - Third Quarter 2002 $200.0
Xxxxxx Xxxxxxx 0000 - Xxxxx Xxxxxxx 0000 $210.0
Fourth Quarter 2003 - Third Quarter 2004
and each fiscal quarter thereafter $220.0."
2.11 Section 7 d. entitled "Interest Coverage Ratio" is deleted in its
entirety and replaced with the following:
"7 d. Interest Coverage Ratio. Assure that as of the end of each
fiscal quarter of the Borrower set forth below the Interest Coverage
Ratio is not less than the following minimum ratio:
Fiscal Quarters Ratio
--------------- -----
First Quarter 2001 - Third Quarter 2002 2.60
Fourth Quarter 2002 - Third Quarter 2003 2.80
Fourth Quarter 2003 - Third Quarter 2004
and each fiscal quarter thereafter 3.00."
2.12 Section 7 e. entitled "Fixed Charge Coverage Ratio" is deleted in its
entirety and replaced with the following:
"7 e. Fixed Charge Coverage Ratio. Assure that as of the end of each
fiscal quarter of the Borrower set forth below the Fixed Charge
Coverage Ratio is not less than the following minimum applicable
ratio:
Fiscal Quarters Ratio
--------------- -----
First Quarter 2001 - Third Quarter 2002 1.10
Fourth Quarter 2002 - Third Quarter 2003 1.15
Fourth Quarter 2003 - Third Quarter 2004
and each fiscal quarter thereafter 1.20."
2.13 Section 7 f. entitled "Leverage Ratio" is deleted in its entirety and
replaced with the following:
"7 f. Leverage Ratio. Assure that as of the end of each fiscal quarter
of the Borrower set forth below the Leverage Ratio does not exceed the
following maximum applicable ratio:
Fiscal Quarters Ratio
--------------- -----
First Quarter 2001 - Third Quarter 2002 4.25
Fourth Quarter 2002 - Third Quarter 2003 4.00
Fourth Quarter 2003 - Third Quarter 2004
and each fiscal quarter thereafter 3.50."
2.14 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 $25.0
2002 $26.0
2003 and each
fiscal year thereafter $27.0."
2.15 Section 11 entitled "Notices" is revised to delete the entire portion
thereof with respect to Marine Midland Bank, HSBC Securities, Inc. and
Landesgirokasse offentliche Bank und Landessparkasse and to replace such
portions with the following:
"HSBC Bank USA
One HSBC Center Fax: 000-000-0000
Xxxxxxx, Xxx Xxxx 00000
Attn: Regional Commercial
Banking Department
HSBC Securities (USA) Inc.
000 Xxxxxxxx Fax: 000-000-0000
Xxx Xxxx, Xxx Xxxx 00000
Attn: Loan Syndications
Landesbank Baden-Wurttemberg
000 Xxxxxxx Xxxxxx Fax: 000-000-0000
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxx
Senior Credit Officer."
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
Casella Acquisition, the Tecstar Acquisition, and the Hydrolux Acquisition as
such terms are defined in Section 1 hhh. of the Agreement as amended by this
Amendment.
3.2 Acquisition Financing. The Agreement has certain restrictions on the
ability of the Borrower and its Foreign Subsidiaries to obtain financing and
grant security for such financing. Notwithstanding such restrictions in the
Agreement, the Lenders, the Arranger and the Agent hereby consent to (i) not
more than $6,000,000 in loans being obtained by Moog Italiana S.r.l. or another
Foreign Subsidiary to finance the Casella Acquisition; and (ii) such loans being
secured by collateral consisting of liens on assets of certain Foreign
Subsidiaries if required by the lender providing such loans.
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.
(a) Borrower, the Arranger and the Lenders shall have duly executed
and delivered to the Agent eleven (11) duplicate originals of this
Amendment.
(b) Borrower shall have executed and delivered to the Agent
replacement Term Loan Notes in the appropriate amount payable to each Lender and
replacement Revolving Loan Notes in the appropriate amount payable to each
Lender.
(c) Borrower shall have executed and delivered to the Agent a General
Certificate and Resolutions, in form and content satisfactory to the Agent,
evidencing the corporate action of Borrower authorizing the execution, delivery
and performance of Amendment No. 1 and each of the replacement Term Loan Notes
and the replacement Revolving Loan Notes (collectively, the "Replacement
Notes").
4.2 Upfront Fee. Borrower shall have paid to the Agent for the account of
the Lenders an upfront fee of $1,275,000 in consideration for the Agent, the
Arranger and the Lenders entering into this Amendment.
4.3 Counsel Opinion. Counsel to the Borrower, Xxxxxxx, Xxxx, Xxxxxxx, Xxxxx
& Goodyear, 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.
4.4 No Default. As of the effective date of this Amendment, no Default or
Event of Default shall have occurred and be continuing.
4.5 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.
4.6 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 and the Replacement Notes 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 Each of this Amendment and each of the Replacement Notes have 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. Each of the Replacement Notes is the
legal, valid and binding obligation of the Borrower enforceable against the
Borrower 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, the Replacement Notes, 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, the Agent, the Arranger and the Lenders acknowledge and
agree that each reference to "Marine Midland Bank" or "Marine" in the Agreement
and the documents executed in connection therewith, including without
limitation, the Loan Documents and the guaranties, shall be deemed to refer to
HSBC Bank USA; each reference to "HSBC Securities, Inc." therein shall be deemed
to refer to HSBC Securities (USA) Inc.; and each reference to "Landesgirokasse
offentliche Bank und Landessparkasse" therein shall be deemed to refer to
Landesbank Baden-Wurttemberg.
6.2 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.
6.3 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 Replacement Notes.
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 and the Replacement Notes
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: Xxxx X. XxXxxx
Title: Vice President
MANUFACTURERS AND TRADERS TRUST COMPANY
By /S/
-------------------------
Name: Xxxx Xxxxx
Title:______________________
FLEET NATIONAL BANK
By /S/
-------------------------
Name: Xxxx Xxxxx
Title:______________________
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By /S/
-------------------------
Name:_______________________
Title:______________________
KEYBANK NATIONAL ASSOCIATION
By /S/
-------------------------
Name: Xxxxxxx Xxxx
Title:_____________________
LANDESBANK BADEN-WURTTEMBERG
By /S/
-------------------------
Name: Xxxxx Xxxxxxx
Title:_____________________
By /S/
-------------------------
Name: Xxxxxxxx Wittmacher
Title:_____________________
NATIONAL BANK OF CANADA
By /S/
-------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President & Representative
By /S/
-------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President - Marketing
THE CHASE MANHATTAN BANK
By /S/
-------------------------
Name: Xxxxxxx Xxxxxxx
Title:
HSBC SECURITIES (USA) INC., As Arranger
By /S/
-------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
HSBC BANK USA, As Agent
By /S/
-------------------------
Name: Xxxx X. XxXxxx
Title: Vice President
MOOG INC.
By /S/
-------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
MOOG FSC LTD., as a guarantor
By /S/
-------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
MOOG PROPERTIES, INC.,
as a guarantor
By /S/
-------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
MOOG INDUSTRIAL CONTROLS
CORPORATION, as a guarantor
By /S/
-------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
HSBC Bank USA:
STATE OF NEW YORK )
)SS.:
COUNTY OF ERIE )
On the ____ day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxx X. XxXxxx,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
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Notary Public
Manufacturers and Traders Trust Company:
STATE OF NEW YORK )
)SS.:
COUNTY OF ERIE )
On the ____ day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxx Xxxxx, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
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Notary Public
Fleet National Bank:
STATE OF NEW YORK )
)SS.:
COUNTY OF ERIE )
On the ____ day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxx Xxxxx, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
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Notary Public
Bank of Tokyo-Mitsubishi Trust Company:
STATE OF NEW YORK )
)SS.:
COUNTY OF NEW YORK )
On the ____ day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared ____________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
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Notary Public
KeyBank National Association:
STATE OF OHIO )
)SS.:
COUNTY OF __________ )
On the ____ day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxxxxx Xxxx,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
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Notary Public
Landesbank Baden-Wurttemberg:
STATE OF NEW YORK )
)SS.:
COUNTY OF NEW YORK )
On the ____ day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxxx Xxxxxxx and
Xxxxxxxx Wittmacher, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
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Notary Public
National Bank of Canada:
STATE OF NEW YORK )
)SS.:
COUNTY OF ERIE )
On the ____ day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxxxx X. Xxxxx and
Xxxxxxx X. Xxxxxxx, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
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Notary Public
The Chase Manhattan Bank:
STATE OF NEW YORK )
)SS.:
COUNTY OF ERIE )
On the ___ day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxxxxx Xxxxxxx,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
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Notary Public
HSBC Securities (USA) INC.:
STATE OF NEW YORK )
)SS.:
COUNTY OF _______ )
On the ____ day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxxxx X. Xxxxx,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
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Notary Public
HSBC Bank USA:
STATE OF NEW YORK )
)SS.:
COUNTY OF ERIE )
On the ____ day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxx X. XxXxxx,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
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Notary Public
Moog Inc.:
STATE OF NEW YORK )
)SS.:
COUNTY OF ERIE )
On the ____ day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxxxx X. Xxxxx,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
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Notary Public
Moog FSC Ltd.:
STATE OF NEW YORK )
)SS.:
COUNTY OF ERIE )
On the ____ day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxxxx X. Xxxxxxxx,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
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Notary Public
Moog Properties, Inc.:
STATE OF NEW YORK )
)SS.:
COUNTY OF ERIE )
On the 24th day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxxxx X. Xxxxxxxx,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
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Notary Public
Moog Industrial Controls Corporation:
STATE OF NEW YORK )
)SS.:
COUNTY OF ERIE )
On the 24th day of October in the year 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxxxx X. Xxxxxxxx,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
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Notary Public
