Exhibit 10.1


 


[Execution Copy]


 


PRECISION CASTPARTS CORP.

4650 S.W. Macadam Avenue


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.


 


As of December 15,
2005


 


To Each Noteholder
Identified


 on the Signature Pages Hereof:


 


Ladies and Gentlemen:


 


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:


 


(a)                                  the
Note Purchase Agreement, dated as of June 17, 1996 (as theretofore
amended, the “1996 SPS Note Agreement”), by and
between SPS , and the institutional investors identified therein, pursuant to
which SPS had theretofore issued and sold, and such institutional investors had
purchased, SPS’s 7.88% Series A Senior Notes due 2011 (the “1996 Series A Notes”) and its 7.70% Series B
Senior Notes due 2011 (the “1996 Series B Notes”);


 


(b)                                 the
Note Purchase Agreement, dated as of August 4, 1999 (as theretofore
amended, the “1999 SPS Note Agreement”), by and
between SPS and the institutional investors identified therein, pursuant to which
SPS had theretofore issued and sold, and such institutional investors had
purchased, SPS’s 7.85% Series A Senior Notes due 2014 (the “1999 Series A Notes”) and its 7.75% Series B
Senior Notes due 2009 (the “1999 Series B Notes”);
and


 


(c)                                  the
Note Purchase Agreement, dated as of February 25, 2000 (as theretofore
amended, the (“2000 SPS Note Agreement”, and,
together with the 1996





















 


SPS
Note Agreement and the 1999 SPS Note Agreement, the “SPS Note
Agreements”), by and between SPS and the institutional investors
identified therein, pursuant to which SPS had theretofore issued and sold, and
such institutional investors had purchased, SPS’s 8.37% Senior Notes due 2010
(the “2000 Notes”, and, together with the
1996 Series A Notes, the 1996 Series B Notes, the 1999 Series A
Notes and the 1999 Series B Notes, the “SPS Notes”);


 


(iii) the amendment
and restatement as provided therein of the SPS Notes of each series (as so
amended and restated, the several series of SPS Notes are herein referred to,
individually, as the “Amended 1996 Series A
Notes,” the “Amended 1996 Series B
Notes,” the “Amended 1999 Series A
Notes,” the Amended 1999 Series B
Notes,” and the “Amended 2000 Notes,”
respectively, and, collectively, as the “Amended Notes”);  and (iv) the delivery to each holder of
an SPS Note of any series of an Amended Note of the corresponding series and in
a principal amount equal to the then unpaid outstanding principal balance of
such SPS Note.


 


Capitalized
terms used and not otherwise defined in this instrument (this “Amendment”) shall have the respective meanings ascribed
thereto in the Amended Note Agreement. 
References herein to a “Series” of
Amended Notes are intended as references to the Amended 1996 Series A
Notes, the Amended 1996 Series B Notes, the Amended 1999 Series A
Notes, the Amended 1999 Series B Notes or the Amended 2000 Notes.   On the date hereof the Amended Notes of each
Series are held by the institutions (each a “Noteholder”)
indicated as the holders thereof on the signature pages hereof.


 


For
the reasons stated in the Form 12b-25 Notification of Late Filing dated November 15,
2005 (the “Notification of Late Filing”) which
the Company has filed with the Securities and Exchange Commission, the Company
anticipates that it will not be able to deliver the quarterly financial
statements for and in respect of its fiscal quarter ended October 2, 2005
within the period currently specified for such delivery to Noteholders in Section 10.1(a) of
the Amended Note Agreement or within the period specified for such delivery to
the indenture trustee under the Public Indenture.  Accordingly, the Company is desirous of:


 


 (i)                                  amending
such Section 10.1(a) as hereinafter provided in order to change the
date by which it shall be required pursuant thereto to deliver to each
Noteholder that is an Institutional Investor the Company’s quarterly financial
statements for and in respect of such fiscal quarter;  and


 


(ii)                                  obtaining
a waiver by the Noteholders, as and to the extent hereinafter provided, of any
Default or Event of Default arising under Section 14(f) of the
Amended Note Agreement by reason of the Company’s failure to deliver such
quarterly financial statements for such fiscal quarter until such time as an “Event
of Default” (as defined in the Public Indenture) shall occur as a result of
such failure;


 


and the Company has requested that each Noteholder
agree to such amendment and such waiver.


 


The
further provisions of this Amendment set forth the Company’s understanding of
its agreement with the respective Noteholders holding each Series of Notes
concerning such requested amendment and waiver.


 


2





















 


1.                                      AMENDMENT
OF THE AMENDED NOTE AGREEMENT.  Section 10.1(a) of
the Amended Note Agreement shall be amended and restated to be and to read in
its entirety as follows:


 


“(a)                        Quarterly
Statements – as soon as available, but in any event (i) not later than
January 31, 2006 in the case of the fiscal quarter of the Company ending October 2,
2005, and (ii) within 55 days after the end of each of the first three
fiscal quarters of each fiscal year of the Company (other than such fiscal
quarter ending October 2, 2005), a consolidated balance sheet of the
Company and its Subsidiaries as at the end of such fiscal quarter, and the
related consolidated statements of income or operations, shareholders’ equity
and cash flows for such fiscal quarter and for the portion of the Company’s
fiscal year then ended, setting forth in each case in comparative form the
figures for the corresponding fiscal quarter of the previous fiscal year and
the corresponding portion of the previous fiscal year, all in reasonable detail
and certified by a Responsible Officer of the Company as fairly presenting the
financial condition, results of operations, shareholders’ equity and cash flows
of the Company and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes; and”.


 


2.                                      WAIVER.  Each Noteholder by its execution and
delivery of this Amendment,  hereby waives any Default or Event of Default
pursuant to Section 14(f) of the Amended Note Agreement having
occurred or to occur as a result of the Company’s breach of Section 704 of
the Public Indenture by failing to deliver the financial statements for the
fiscal quarter of the Company ended October 2, 2005, as required therein,
until such time as an “Event of Default” (as defined in the Public Indenture)
under the Public Indenture shall have occurred as a result of the Company ‘s
failure to comply with such Section 704 thereof.


 


3.                                      REPRESENTATIONS
AND WARRANTIES.  In connection with
the amendments and waivers provided for herein, the Company represents and
warrants to and for the benefit of the Noteholders holding each Series of
Amended Notes as follows:


 


3.1                                 The
representations and warranties of the Company set forth in Section 8 of
the Amended Note Agreement are true and correct in all material respects on the
date hereof except to the extent such representations and warranties
specifically relate to an earlier date and except to the extent of changes
caused by or consisting of events, circumstances or transactions which are
either not Material or have been disclosed by the Company in one or more
periodic reports required or permitted to be made by it pursuant to Section 13
or 15(d) of the Exchange Act.


 


3.2                                 As
of the date hereof, and after giving effect to this Amendment and the amendment
of the Amended Note Agreement provided for in Section 1 hereof and after
giving effect to the waiver provided for in Section 2 hereof, no Default
or Event of Default has occurred and is continuing under and within the meaning
of the Amended Note Agreement.


 


3.3                                 Not
later than the effectiveness of the amendment of Section 10.1(a) of
the Amended Note Agreement provided for in Section 1 of this Amendment and
the waiver under Section 14(f) of the Amended Note Agreement provided
for in Section 2 hereof, an amendment and waiver shall have become
effective regarding the respective corresponding provisions of the Company’s Credit
Agreement, deferring until at least January 31, 2006 the date by which the



 


3





















 


Company shall be required to furnish pursuant thereto
quarterly financial statements for and in respect of its fiscal quarter ended October 2,
2005 and waiving defaults or events of default thereunder resulting from the
Company’s breach of Section 704 of the Public Indenture (until such time
as an “Event of Default” (as defined in the Public Indenture) shall have
occurred as a result of such breach. After giving effect to the amendment
provided for in Section 1 hereof, the waiver provided for in Section 2
hereof, and such amendment to and waiver under the Credit Agreement, neither
the Company nor any of its Subsidiaries shall be subject to any requirement to
deliver or furnish, prior to January 31, 2006, any financial statements
for or in respect of the Company’s fiscal quarter ended October 2, 2005,
pursuant to any loan agreement, credit agreement, indenture, mortgage, deed of trust,
or other agreement or instrument (whether or not relating to borrowed money
indebtedness) to which it is a party or by which it is bound, except for any
other such requirement, including the requirement so to do pursuant to Section 704
of the Public Indenture, the failure to comply with which prior to such date
could not reasonably be expected to have a Material Adverse Effect.


 


3.4                                 Neither
the Company nor any of its Subsidiaries has received any “Notice of Default” or
other similar notice from the trustee or any holder of any of the Public Notes
with respect to the Company’s failure to deliver the financial statements for
the fiscal quarter of the Company ended October 2, 2005 within the time
provided by Section 704 of the Public Indenture.


 


3.5                                 The
circumstances described in the Notification of Late Filing have not had and
could not reasonably be expected to have a Material Adverse Effect.


 


4.                                      EFFECTIVENESS.  The amendment of the Amended Note Agreement
and the waiver provided for in this Amendment shall not become effective until,
and shall become effective upon, (i) the execution and delivery of
counterparts of this Amendment by the Company and the Required Holders as
provided in Section 20.1 of the Amended Note Agreement and (ii) the
execution and delivery by each Subsidiary Guarantor of the form of Confirmation
of Subsidiary Guarantors set forth below.


 


5.                                      CONFIRMATION
OF SUBSIDIARY GUARANTY.  Each
Subsidiary Guarantor, by its execution and delivery of the Confirmation of
Subsidiary Guarantors set forth below, hereby (i) acknowledges that it has
received a copy of and is familiar with the terms and conditions of this
Amendment and (ii) agrees that notwithstanding the terms and conditions of
this Amendment, including without limitation the amendment of Section 10.1(a) of
the Amended Note Agreement provided for in Section 1 hereof, the waiver
provided for in Section 2 hereof, and any and all circumstances or
occurrences referred to or described in the Notification of Late Filing, the
terms and conditions of the Subsidiary Guaranty and the obligations of such
Subsidiary Guarantor thereunder are hereby ratified and confirmed in all
respects.


 


6.                                      MISCELLANEOUS.  In accordance the Amended Note Agreement, the
Company agrees to pay all reasonable expenses incurred by each Noteholder in
connection with this Amendment, including the reasonable fees and disbursements
of special counsel for the Noteholders. 
This Amendment shall be construed together with and as part of the Amended
Note Agreement.  Except as expressly
amended pursuant to Section 1 and waived pursuant to Section 2 of
this Amendment, the terms, covenants and conditions contained in the Amended
Note Agreement are hereby ratified and confirmed in all respects and, as so
amended, the 


 


4





















 


Amended Note Agreement shall remain in full force and
effect.  Any and all notices, requests,
certificates and other instruments executed and delivered subsequent to the
date of the effectiveness of this Amendment in respect of the Amended Note
Agreement may refer to such Amended Note Agreement without making specific
reference to this Amendment or to any prior amendment of or other modification
to such Amended Note Agreement which shall have become effective in accordance
with the terms of such Amended Note Agreement, and all such references
nevertheless shall be deemed to include, unless the context otherwise requires,
this Amendment and all such previously-effective amendments and modifications.  The descriptive headings of the sections and
other subdivisions of this Amendment shall not affect the meaning or
construction of any of the provisions hereof. 
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF NEW YORK. 
This Amendment may be executed and accepted on separate counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same instrument.  In accordance
with Section 20.2 of the Amended Note Agreement, the Company will furnish
or cause to be furnished to each Noteholder, promptly after this Amendment
becomes effective, true and correct copies of the executed counterparts of this
Amendment.


 


[The remainder of this page is
intentionally left blank.  Signature pages follow.]


 


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If you are in
agreement with the foregoing, please sign the appropriate form or forms of
acceptance on the accompanying counterparts of this Agreement and return one of
such counterparts to the Company.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRECISION
  CASTPARTS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Geoffrey A.
  Hawkes

  	
   

  
	
   

  	
   

  	
  Name: Geoffrey
  A. Hawkes

  
	
   

  	
   

  	
  Title: Treasurer

  



 


 


[Confirmation of Subsidiary
Guarantors and


Signatures of the Noteholders appear on the following pages]


 


6





















 


CONFIRMATION OF SUBSIDIARY GUARANTORS


 


Each
of the undersigned Subsidiary Guarantors confirms and agrees as set forth in Section 5
above.


 


PCC
STRUCTURALS, INC.


PCC
AIRFOILS LLC


PCC
SPECIALTY PRODUCTS, INC.


J&L
FIBER SERVICES, INC.


ADVANCED
FORMING TECHNOLOGY, INC.


WYMAN-GORDON
COMPANY


PRECISION
FOUNDERS INC.


WYMAN
GORDON FORGINGS (CLEVELAND), INC.


WYMAN-GORDON
FORGINGS LP


WYMAN-GORDON
INVESTMENT CASTINGS, INC.


SPS
TECHNOLOGIES, LLC (f/k/a STAR ACQUISITION, LLC)


PCC
COMPOSITES, INC.


CARMET
INVESTORS, INC.


CARMET
COMPANY


WG
WASHINGTON STREET LLC


WGF I LLC


WGF II
LLC


WG
FORGINGS 3 LLC


WG
FORGINGS 2 LLC


INTERNATIONAL
EXTRUDED PRODUCTS, LLC


CANNON-MUSKEGON
CORPORATION


GREENVILLE
METALS, INC.


GREEN
STOP NUT, INC.


HOWELL
PENNCRAFT, INC.


M.
ARGUESO & CO., INC.


METALAC
FASTENERS, INC.


NSS
TECHNOLOGIES, INC.


SPS
INTERNATIONAL INVESTMENT COMPANY


SPS
TECHNOLOGIES WATERFORD COMPANY


UNBRAKO,
LLC


AVIBANK
MFG., INC.


 


 


	
   

  	
  By:

  	
  /s/ Geoffrey A.
  Hawkes

  	
   

  
	
   

  	
   

  	
  Name: Geoffrey
  A. Hawkes

  
	
   

  	
   

  	
  Title: Treasurer

  



 


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