Exhibit 10.2


 


WAIVER


 


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.


 


BACKGROUND


 


WHEREAS,
Blue Ridge assigned all of its right, title and interest in, to and under to
the Existing Agreement and the other Transaction Documents to VFCC pursuant to
the Assignment and Acceptance Agreement by and among Blue Ridge, VFCC and
Agent, dated as of December 1, 2005;


 


WHEREAS,
the Loan Parties desire that the Agent and the Lenders agree to a waiver of certain
financial reporting covenants in the Existing Agreement; and


 


WHEREAS,
the Agent and the Lenders are willing to agree to such waiver on the terms and
subject to the conditions set forth in this Waiver;


 


NOW THEREFORE,
in consideration of the promises and mutual agreements herein contained, the
parties hereto agree as follows:


 


1.                                       Partial Waiver of Section 7.2(a)(i) of
the Existing Agreement.  Solely with
respect to PCC’s obligation to deliver financial statements for the fiscal quarter
ending October 2, 2005, the Agent and the Lenders hereby waive the
provisions of Section 7.2(a)(i); provided that PCC furnishes to the Agent the
financial statements and Certificate of Financial Officer required thereby for
the fiscal quarter ended October 2, 2005 no later than January 31,
2006.


 


2.                                       Partial Waiver of Section 7.2(a)(ii) of
the Existing Agreement.  Solely with
respect to Borrower’s obligation to deliver financial statements for the fiscal
quarter ending October 2, 2005, the Agent and the Lenders hereby waive
compliance with the provisions of Section 7.2 (a)(ii); provided that
Borrower furnishes to the Agent the financial statements and Certificate of
Financial Officer required thereby for the fiscal quarter ended October 2,
2005 no later than January 31, 2006.


 


3.                                       Partial Waiver of Section 10.1(d)(ii) of
the Existing Agreement.


 


(a)                                  The Agent and the Lenders hereby
waive any Defaults or Events of Default pursuant to Section 10.1(d)(ii)(B) of
the Existing Agreement that have occurred or may occur 


 


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solely as a result of the breach of Section 10.1(a) of
the Private Note Amendment (as defined in that certain Amended and Restated
Credit Agreement dated as of October 14, 2005 by, among others, PCC, as
borrower thereunder, and Bank of America, N.A., as administrative agent
thereunder, as amended) due to the failure of PCC to deliver the financial
statements required thereby for its fiscal quarter ended October 2, 2005; provided that the waiver granted
hereunder shall expire at such time, if any, as an “Event of Default” (under
and as defined in the Private Note Amendment) arises by virtue of such breach
of Section 10.1(a) thereof.


 


(b)                                 The Agent and the Lenders hereby
waive any Defaults or Events of Default pursuant to Section 10.1(d)(ii)(B) of
the Existing Agreement that have occurred or may occur solely as a result of
the breach of Section 704 of the Public Indenture (as defined in the Bank
Credit Agreement) due to the failure of PCC to deliver the financial statements
required thereby for PCC’s fiscal quarter ended October 2, 2005; provided that the waiver granted
hereunder shall expire at such time, if any, as an “Event of Default” (under
and as defined in the Public Indenture) arises by virtue of such breach of Section 704
thereof.


 


4.                                       Conditions to
Effectiveness.  This Waiver shall not be effective until the
following conditions are satisfied:


 


(a)                                  the Agent has received signature page counterparts
from each of the parties hereto; and


 


(b)                                 the Agent has received an executed
and effective waiver of the occurrence of any defaults or events of default
pursuant to the breach of Section 10.1(a) of the Private Note
Amendment and any cross-default provisions contained in the Private Note
Amendment triggered by the breach of Sections 7.2(a)(i) and 7.2(a)(ii) of
the Existing Agreement and Section 704 of the Public Indenture.


 


5.                                       Continuing Effect.  Except as expressly amended above,
the Existing Agreement remains unaltered and in full force and effect and is
hereby ratified and confirmed.


 


6.                                       Binding Effect. 
This Waiver shall become effective when it shall have been executed and
delivered by each of the parties hereto and thereafter shall be binding upon
and inure to the benefit of the Loan Parties, the Lenders, the Agent and their
respective successors and assigns.


 


7.                                       Expenses. 
The Borrower agrees to pay all reasonable costs and expenses incurred by
the Agent in connection with the preparation, execution, delivery,
administration and enforcement of, or any breach of this Waiver, including
without limitation the reasonable fees and expenses of counsel.


 


8.                                       GOVERNING LAW. 
THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW)).


 


9.                                       Counterparts. 
This Waiver may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken 


 


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together shall constitute one and the
same agreement.  Delivery of an executed
counterpart of a signature page to this Waiver by facsimile shall be
effective as delivery of a manually executed counterpart of this Waiver.


 


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[SIGNATURE PAGE TO DECEMBER 15, 2005 WAIVER]