Exhibit 10.3


 


December 15, 2005


 


 


Precision Castparts Corp.


Executive Office, Suite 440wai


4650 S.W. Macadam Avenue


Portland, Oregon 97201-4254


Attention:  Mr. William D. Larsson


 


 


Re:          Amendment No. 2 and Waiver to
Credit Agreement


 


 


Ladies and Gentlemen:


 


Reference is hereby made
to that certain Amended and Restated Credit Agreement dated as of October 14,
2005 by and among PRECISION CASTPARTS CORP.,
an Oregon corporation (the “Borrower”), as the Borrower, BANK OF AMERICA, N.A., a national banking
association organized and existing under the laws of the United States, in its
capacity as administrative agent for the Lenders (as defined in the Credit
Agreement (as defined below)) (in such capacity, the “Administrative Agent”),
and the Lenders, as amended by Amendment No. 1 and Waiver to Credit
Agreement dated as of November 16, 2005 (as so amended, as hereby amended
and as from time to time hereafter amended, modified, supplemented, restated,
or amended and restated, the “Credit Agreement”).  All capitalized terms not otherwise defined
herein shall have the meaning given thereto in the Credit Agreement.


 


Effective as of the date
hereof, pursuant to the request of the Borrower, each of the Administrative Agent by its
execution of this amendment letter (this “Amendment Letter”) and the
Lenders, by execution of this Amendment Letter by the Required Lenders, as
acknowledged by the Borrower, hereby agrees, subject to the terms and
conditions set forth herein:


 


(i)            to
amend Section 6.01(b) of the Credit Agreement by deleting such
subsection in its entirety and replacing it with the following:


 


(b)           as soon as available, but in any
event not later than (i) January 31, 2006, for the fiscal quarter of
the Borrower ended October 2, 2005, and (ii) the earlier of the day
that is forty-five (45) days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower and the day that is five days
after the date required to be filed with the SEC (without giving effect to any 


 





















 


extension
permitted by the SEC) for such fiscal quarter, commencing with the fiscal
quarter of the Borrower ended January 1, 2006, a consolidated balance
sheet of the Borrower 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 Borrower’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 Borrower
as fairly presenting the financial condition, results of operations,
shareholders’ equity and cash flows of the Borrower and its Subsidiaries in
accordance with GAAP, subject only to normal year-end audit adjustments and the
absence of footnotes;


 


(ii)           to
waive any and all Defaults or Events of Default pursuant to Section 8.01(c) of
the Credit Agreement having occurred or to occur as a result of a breach of Section 6.09
of the Credit Agreement with respect to the Disclosed Matters (defined below)
until January 31, 2006;


 


(iii)          to
waive any Defaults or Events of Default pursuant to Section 8.01(e) of
the Credit Agreement having occurred or to occur as a result of the Borrower’s
breach of Section 10.1(a) of the Private Note Amendment for
the failure of the Borrower to deliver the financial statements for the fiscal
quarter of the Borrower ended October 2, 2005, as required therein, until
the date as of which the Borrower must comply with such Section pursuant
to an amendment to the Private Note Amendment entered into on or prior to the
date hereof (the “Second Amendment to the Private Note Amendment”);


 


(iv)          to
waive any Defaults or Events of Default pursuant to Section 8.01(e) of
the Credit Agreement having occurred or to occur as a result of the Borrower’s
breach of Section 704 of the Public Indenture for the failure of
the Borrower to deliver the financial statements for the fiscal quarter of the
Borrower 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 Borrower’s failure to comply
with Section 704; and


 


(v)           to
waive any Defaults or Events of Default pursuant to Section 8.01(e) of
the Credit Agreement having occurred or to occur as a result of the Borrower’s
breach of Section 7.2 of the Permitted Receivables Purchase
Facility for the failure of the Borrower to deliver the financial statements
for the fiscal quarter of the Borrower ended October 2, 2005, as required
therein, until the later of (x) January 31, 2006 and (y) such date as of
which the Borrower must comply with such Section to which the Majority
Lenders (as defined in the Permitted Receivables Purchase Facility) under the
Permitted Receivables Purchase Facility may agree.


 


The waivers set forth in
this Amendment Letter are limited to the extent specifically set forth above
and shall in no way serve to waive compliance with such Sections of the Credit 


 


Precision Castparts Corp.

Amendment No.  and Waiver Letter

Signature Pages


 





















 


Agreement for any other
period or to waive any other terms, covenants or provisions of the Credit
Agreement or any other Loan Document or any obligations of the Borrower, other
than as expressly set forth above.


 


The effectiveness of this
Amendment Letter and the amendment and waivers provided herein are subject to
the Administrative Agent having received each of the following documents or
instruments in form and substance reasonably acceptable to the Administrative
Agent:


 


(a)           original
counterparts of this Amendment Letter, duly executed by the Borrower, the
Administrative Agent and the Required Lenders;


 


(b)           a
fully-executed copy of the Second Amendment to the Private Notes Amendment; and


 


(c)           such
other documents, instruments, opinions, certifications, undertakings, further
assurances and other matters as the Administrative Agent shall reasonably
request.


 


In order to induce the
Administrative Agent and the Lenders to enter into this Amendment Letter, the
Borrower represents and warrants to the Administrative Agent and the Lenders as
follows:


 


(a)           the
representations and warranties of the Borrower and each other Loan Party
contained in Article V of the Credit Agreement and in each of the other
Loan Documents to which such Loan Party is a party are true and correct on and
as of the date hereof, except to the extent that such representations and warranties
expressly relate to an earlier date, and except that the representations and
warranties contained in Sections 5.05(a) and (c) of the Credit
Agreement shall be deemed to refer to the most recent statements furnished
pursuant to Sections 6.01(a) and (b), respectively; provided
that, the representations in Section 5.05(a) and (b) with respect
to the Borrower’s financial statements as of March 30, 2005 and July 3, 2005
are qualified by the fact that certain accrued liability items, reserve
accounts and related amortization and release amounts may need to be adjusted
to conform with GAAP, and revenue from certain shipments may need to be
included in the financial statements for the fiscal year ended April 3, 2005
rather than in the financial statements for the subsequent quarter, all as
described in the Company’s disclosure on Form 12b-25 filed November 15, 2005
(the “Disclosed Matters”);


 


(b)           neither
the Borrower 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 Borrower’s failure to deliver the financial
statements for the fiscal quarter of the Borrower ended October 2, 2005
within the time provided by Section 704 of the Public Indenture;


 


(c)           since
the date of the most recent financial reports of the Borrower delivered
pursuant to Section 6.01 of the Credit Agreement, no act, event,
condition or 


 





















 


circumstance
(including the Disclosed Matters) has occurred or arisen which, singly or in the
aggregate with one or more other acts, events, occurrences or conditions
(whenever occurring or arising), has had or could reasonably be expected to
have a Material Adverse Effect; and


 


(d)           after
giving effect to this Amendment Letter, no Default or Event of Default has
occurred and is continuing.


 


None of the terms or
conditions of this Amendment Letter may be changed, modified, waived, or
canceled, except in the manner as provided in the Credit Agreement with respect
to any such change, modification, waiver, or cancellation.  Except as specifically amended, modified or
supplemented by this Amendment Letter, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and shall be and
remain in full force and effect according to their respective terms.


 


Without limiting the
provisions of Section 10.04 of the Credit Agreement, the Borrower
agrees to pay all reasonable out of pocket costs and expenses (including
without limitation reasonable legal fees and expenses) incurred before or after
the date hereof by the Administrative Agent and its Affiliates in connection
with the preparation, negotiation, execution, delivery and administration of
this Amendment Letter.


 


This Amendment Letter
shall in all respects be governed by, and construed in accordance with, the
laws of the State of New York applicable to contracts executed and to be
performed entirely within such State, and shall be further subject to the
provisions of Sections 10.14 and 10.15 of the Credit Agreement.


 


This Amendment Letter may
be executed in any number of counterparts, each of which shall be deemed to be
an original as against any party whose signature appears thereon, and all of
which shall together constitute one instrument.