Portland, Oregon 97201-4254 AMENDMENT NO. 2 To Amended and Restated Note Purchase Agreement, dated as of December 9, 2003, as amended by Amendment No. 1 dated as of November 25, 2005.Note Purchase Agreement • December 21st, 2005 • Precision Castparts Corp • Iron & steel foundries • New York
Reference is hereby made to the Amended and Restated Note Purchase Agreement, dated as of December 9, 2003, as amended by Amendment No. 1 thereto dated as of November 25, 2005 (the “Amended Note Agreement”), 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:
December 15, 2005 Precision Castparts Corp. Executive Office, Suite 440waiCredit Agreement • December 21st, 2005 • Precision Castparts Corp • Iron & steel foundries
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.
