BY AND AMONGRegistration Rights Agreement • March 31st, 2000 • Precision Castparts Corp • Iron & steel foundries • New York
PRECISION CASTPARTS CORP. COMMON STOCKUnderwriting Agreement • October 28th, 1996 • Precision Castparts Corp • Iron & steel foundries • New York
STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT dated as of February 24, 1998 among PRECISION CASTPARTS CORP., an Oregon corporation ("PCC"), EOC ACQUISITION CORPORATION, a New York corporation and a direct or indirect wholly owned subsidiary of PCC...Stockholder Agreement • March 3rd, 1998 • Precision Castparts Corp • Iron & steel foundries • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 14, 2005 amongCredit Agreement • October 19th, 2005 • Precision Castparts Corp • Iron & steel foundries • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of October 14, 2005 among PRECISION CASTPARTS CORP., an Oregon corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
S&C Draft of November 25, 1997 Precision Castparts Corp. Debt Securities Underwriting AgreementUnderwriting Agreement • November 28th, 1997 • Precision Castparts Corp • Iron & steel foundries • New York
CREDIT AND SECURITY AGREEMENT THIS CREDIT AND SECURITY AGREEMENT is entered into as of December 10, 1999, by and among: (1) PRECISION RECEIVABLES CORP., an Oregon corporation (together with its successors and permitted assigns, the "BORROWER"), (2)...Credit and Security Agreement • February 10th, 2000 • Precision Castparts Corp • Iron & steel foundries • New York
CREDIT AGREEMENTCredit Agreement • April 9th, 1998 • Precision Castparts Corp • Iron & steel foundries • Oregon
AMONGMerger Agreement • March 3rd, 1998 • Precision Castparts Corp • Iron & steel foundries • New York
PRECISION CASTPARTS CORP. and THE BANK OF NEW YORK MELLON Rights Agreement Dated as of December 12, 2008Rights Agreement • December 16th, 2008 • Precision Castparts Corp • Iron & steel foundries • Oregon
This RIGHTS AGREEMENT, dated as of December 12, 2008 (the “Agreement”), is between Precision Castparts Corp., an Oregon corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as Rights Agent (the “Rights Agent”).
andRights Agreement • December 4th, 1998 • Precision Castparts Corp • Iron & steel foundries • Oregon
) In the Matter of ) ) Precision Castparts Corp., ) a corporation; ) ) File No. 991-0240 and ) ) Wyman-Gordon Company, ) a corporation. ) ) -----------------------------------Consent Agreement • November 10th, 1999 • Precision Castparts Corp • Iron & steel foundries
Page ARTICLE ONE Definitions and Other Provisions of General Application Section 101. Definitions......................................................1 Section 102. Compliance Certificates and Opinions............................10 Section 103. Form...Indenture • June 26th, 1998 • Precision Castparts Corp • Iron & steel foundries • New York
CREDIT AGREEMENT Dated as of December 9, 2003 amongCredit Agreement • February 11th, 2004 • Precision Castparts Corp • Iron & steel foundries • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 9, 2003 among PRECISION CASTPARTS CORP., an Oregon corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
CREDIT AGREEMENT Dated as of December 17, 2012 among PRECISION CASTPARTS CORP., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION and CITIBANK, N.A., as Syndication Agents, MIZUHO CORPORATE BANK,...Credit Agreement • December 20th, 2012 • Precision Castparts Corp • Iron & steel foundries • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 17, 2012, among PRECISION CASTPARTS CORP., an Oregon corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
CREDIT AGREEMENTCredit Agreement • December 5th, 2011 • Precision Castparts Corp • Iron & steel foundries • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 30, 2011, among PRECISION CASTPARTS CORP., an Oregon corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Swing Line Lender and an L/C Issuer, and CITIBANK, N.A., as an L/C Issuer.
Form of Change of Control AgreementChange of Control Agreement • June 27th, 1997 • Precision Castparts Corp • Iron & steel foundries • Oregon
CREDIT AGREEMENT Dated as of December 14, 2015 among PRECISION CASTPARTS CORP., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent,Credit Agreement • December 17th, 2015 • Precision Castparts Corp • Iron & steel foundries • New York
[to the best knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, in all material respects, and no Default has occurred and is continuing.]
AGREEMENT AND PLAN OF MERGER by and among BERKSHIRE HATHAWAY INC., NW MERGER SUB INC. and PRECISION CASTPARTS CORP.Merger Agreement • August 10th, 2015 • Precision Castparts Corp • Iron & steel foundries • Oregon
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 8, 2015, by and among Berkshire Hathaway Inc., a Delaware corporation (“Parent”), NW Merger Sub Inc., an Oregon corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Precision Castparts Corp., an Oregon corporation (the “Company”).
CONFIDENTIAL TREATMENTCredit Agreement • November 6th, 2009 • Precision Castparts Corp • Iron & steel foundries • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of October 14, 2005 among PRECISION CASTPARTS CORP., an Oregon corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
November 25, 1997 Mr. William C. McCormick Chairman & CEO Precision Castparts Corporation 4650 SW Macadam Avenue Suite 440 Portland, Oregon 97201-4254 Re: Confidentiality Agreement ------------------------- Dear Bill: You have expressed interest in a...Confidentiality Agreement • March 3rd, 1998 • Precision Castparts Corp • Iron & steel foundries • New York
You have expressed interest in a possible transaction (the "Transaction") involving Environment One Corporation (the "Company") and have requested certain information concerning the Company. As a condition of furnishing you with such information, including, without limitation, certain non-public confidential information and proprietary business practices and concepts concerning the Company's business, properties, finances, affairs and technology, whether or not such information is in writing or given orally, the Company is requiring that you agree, as set forth below, to treat confidentially such information, any other information that the Company, The Nassau Group, Inc. or the Company's affiliates, advisors, representatives, employees or agents (together with The Nassau Group, Inc. the "Company Parties") furnish to you and any notes, analyses, compilations, studies, interpretations, or other documents prepared by you or your representatives (as defined below) that contain or are based
Precision Castparts Corp. $500,000,000 0.70% Notes Due 2015 $1,000,000,000 1.25% Notes Due 2018 $1,000,000,000 2.50% Notes Due 2023 $500,000,000 3.90% Notes Due 2043 Underwriting AgreementUnderwriting Agreement • December 20th, 2012 • Precision Castparts Corp • Iron & steel foundries • New York
Upon satisfaction of the conditions in the Agreement and Plan of Merger dated as of November 9, 2012 (as amended, the “Merger Agreement”) by and among the Company, ELIT Acquisition Sub Corp., a wholly owned subsidiary of the Company (“Merger Sub”), and Titanium Metals Corporation (“TIMET”), Merger Sub will merge with and into TIMET, on the terms and conditions set forth therein (such transaction, the “Merger”), with TIMET as the surviving corporation. As a result of the Merger, TIMET will become a subsidiary of the Company. The Company intends to use the proceeds of the sale of the Securities for general corporate purposes, which may include purchasing all of the outstanding shares of TIMET pursuant to the Merger Agreement.
PRECISION CASTPARTS CORP.Note Purchase Agreement • February 6th, 2006 • Precision Castparts Corp • Iron & steel foundries
Reference is hereby made to the Amended and Restated Note Purchase Agreement, dated as of December 9, 2003, as heretofore amended by Amendment No. 1 thereto dated as of November 25, 2005 and Amendment No. 2 thereto dated as of December 15, 2005, (as so amended, the “Amended Note Agreement”; such Amendment No. 1 and Amendment No. 2 being referred to herein as the “Prior Amendments”), by and between Precision Castparts Corp., an Oregon corporation (the “Company”), and the several institutional holders of the SPS Notes referred to below, which, in connection with the Merger referred to therein, provided for (i) the assumption by the Company of the obligations of SPS Technologies, Inc., a Pennsylvania corporation (“SPS”), under and in respect of the SPS Note Agreements and the SPS Notes referred to below, in each case as amended and restated pursuant to the Amended Note Agreement; (ii) the amendment and restatement as provided therein of:
PRECISION CASTPARTS CORP. NONSTATUTORY STOCK OPTION AGREEMENT For SERP Level One and Level Two ParticipantsNonstatutory Stock Option Agreement • August 14th, 2009 • Precision Castparts Corp • Iron & steel foundries
THIS AGREEMENT is made as of the “Grant Date”, between Precision Castparts Corp., an Oregon corporation (the “Company”), and Optionee (“Optionee”). Grant date, optionee name, number of shares, and grant price are shown on the Notice of Grant of Stock Option and Option Agreement furnished to each Optionee.
QuickLinks -- Click here to rapidly navigate through this documentMerger Agreement • November 14th, 2003 • Precision Castparts Corp • Iron & steel foundries
As you know, SPS Technologies, Inc. ("SPS"), Precision Castparts Corp. ("PCC") and Star Acquisition, LLC ("Star Acquisition") have entered into an Agreement and Plan of Merger, dated as of August 16, 2003, which provides for the merger of SPS with and into Star Acquisition, with Star Acquisition continuing as the surviving entity. As outlined in the SPS proxy statement/prospectus dated October 16, 2003, the terms of the merger agreement allow you to elect, subject to the pro-ration provisions, either cash, PCC common stock, or a combination of the two in exchange for your shares of SPS common stock. All the documents necessary to complete your election are included in this package. Please review the following documents carefully:
SUPPORT AGREEMENTSupport Agreement • November 15th, 2012 • Precision Castparts Corp • Iron & steel foundries • Delaware
SUPPORT AGREEMENT (this “Agreement”), dated as of November 9, 2012, by and among Precision Castparts Corp., an Oregon corporation (“Parent”), ELIT Acquisition Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and those certain stockholders of Titanium Metals Corporation, a Delaware corporation (the “Company”), set forth on Schedule 1 hereto (each, an “Executing Stockholder” and collectively, the “Executing Stockholders”).
Form for Change of Control AgreementChange of Control Agreement • February 6th, 2009 • Precision Castparts Corp • Iron & steel foundries • Oregon
Precision Castparts Corp. (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a change in control of the Company may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
December 15, 2005 Precision Castparts Corp. Executive Office, Suite 440waiCredit Agreement • December 21st, 2005 • Precision Castparts Corp • Iron & steel foundries
CONFIDENTIALITY AGREEMENT October 18, 2012Confidentiality Agreement • November 19th, 2012 • Precision Castparts Corp • Iron & steel foundries • Delaware
In connection with Precision Castparts Corp.’s (“PCP”) evaluation of a possible transaction involving the stock (the “Transaction”) of Titanium Metals Corporation (the “Company”), each Party (as defined below) has requested information from the other Party. As a condition to each Party’s receipt of Confidential Information (as hereinafter defined), each Party agrees to treat the Confidential Information which is furnished to it or its Representatives (as defined below) by the other Party or any of its Representatives in accordance with the provisions of this Confidentiality Agreement (this “Agreement”) and to take or refrain from taking certain other actions herein set forth. PCP and the Company shall each be referred to herein as a “Party” and collectively as the “Parties”.
AGREEMENT AND PLAN OF MERGER Dated as of November 9, 2012 among PRECISION CASTPARTS CORP., ELIT ACQUISITION SUB CORP. and TITANIUM METALS CORPORATIONMerger Agreement • November 15th, 2012 • Precision Castparts Corp • Iron & steel foundries • Delaware
AGREEMENT AND PLAN OF MERGER AMONG PRECISION CASTPARTS CORP., STAR ACQUISITION, LLC AND SPS TECHNOLOGIES, INC.Merger Agreement • August 18th, 2003 • Precision Castparts Corp • Iron & steel foundries • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 16, 2003, is made by and among Precision Castparts Corp., an Oregon corporation (“Parent”), Star Acquisition, LLC, a Pennsylvania limited liability company of which Parent is the sole member (“Acquisition Sub”), and SPS Technologies, Inc., a Pennsylvania corporation (the “Company”).
CREDIT AGREEMENTCredit Agreement • December 18th, 2013 • Precision Castparts Corp • Iron & steel foundries • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 16, 2013, among PRECISION CASTPARTS CORP., an Oregon corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, CITIBANK, N.A., as an L/C Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Swing Line Lender and an L/C Issuer.
WAIVERCredit and Security Agreement • December 21st, 2005 • Precision Castparts Corp • Iron & steel foundries • New York
THIS WAIVER TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Waiver”) is entered into as of December 15, 2005 among PRECISION RECEIVABLES CORP., a Delaware corporation (the “Borrower”), PRECISION CASTPARTS CORP., a Delaware corporation (“PCC”), Variable Funding Capital Company LLC, a Delaware limited liability company (“VFCC”), and WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a Wachovia Bank, N.A.), a national banking association, in its capacity as a Liquidity Bank to Blue Ridge (“Wachovia”), and WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a Wachovia Bank, N.A.), as agent for the Lenders (in such capacity, the “Agent”) and pertains to the Amended and Restated Credit and Security Agreement among the parties hereto, dated as of January 31, 2001 (as heretofore amended, the “Existing Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Existing Agreement.
PRECISION CASTPARTS CORP. DEFERRED STOCK UNITS AWARD AGREEMENTDeferred Stock Units Award Agreement • May 27th, 2010 • Precision Castparts Corp • Iron & steel foundries
THIS AWARD AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”), by and between PRECISION CASTPARTS CORP., an Oregon corporation (the “Company”), and (the “Director”), an outside director of the Company’s board of directors for the grant of deferred stock units with respect to the Company’s Common Stock (“Common Stock”).
AMONGMerger Agreement • May 21st, 1999 • Precision Castparts Corp • Iron & steel foundries • Massachusetts
AMENDED AND RESTATED NOTE PURCHASE AGREEMENTAmended and Restated Note Purchase Agreement • February 11th, 2004 • Precision Castparts Corp • Iron & steel foundries • New York
PRECISION CASTPARTS CORP., an Oregon corporation (the “Company”), hereby enters into this Amended and Restated Note Purchase Agreement (this “Agreement”) and agrees with you as follows:
