PRECISION CASTPARTS CORP.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:
January 31, 2006 Precision Castparts Corp. Executive Office, Suite 440Precision Castparts Corp • February 6th, 2006 • Iron & steel foundries
WAIVERCredit and Security Agreement • February 6th, 2006 • 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 January 30, 2006 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 VFCC (“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.
