Exhibit 4.7


 




 





PRECISION
CASTPARTS CORP.


 


 


$43,636,369 7.88% Amended 1996 Series A Senior Notes due 2011


$25,000,000 7.70% Amended 1996 Series B Senior Notes due 2011


$50,000,000 7.85% Amended 1999 Series A Senior Notes due 2014


$30,000,000 7.75% Amended 1999 Series B Senior Notes due 2009


$15,000,000 8.37% Amended 2000 Senior Notes due 2010


 


 


AMENDED AND RESTATED NOTE PURCHASE AGREEMENT


 












 


Dated as of December 9, 2003




 





 

















 


TABLE OF CONTENTS


 


	
  Section

  	
   

  	
   

  	
   

  
	
  1.

  	
  RECITALS; DEFINITIONS

  	
   

  
	
  2.

  	
  ASSUMPTION OF OBLIGATIONS

  	
   

  
	
  3.

  	
  CONSENT TO ASSUMPTION; RELEASE OF SPS AND
  CERTAIN GUARANTORS AND TERMINATION OF INTERCREDITOR AGREEMENT

  	
   

  
	
  4.

  	
  AMENDMENT AND RESTATEMENT OF OLD NOTE
  AGREEMENTS AND OLD NOTES

  	
   

  
	
  5.

  	
  DELIVERY OF NOTES

  	
   

  
	
  6.

  	
  CLOSING

  	
   

  
	
  7.

  	
  CONDITIONS TO CLOSING

  	
   

  
	
   

  	
  7.1

  	
  Representations and Warranties

  	
   

  
	
   

  	
  7.2

  	
  Performance; No Default

  	
   

  
	
   

  	
  7.3

  	
  Compliance Certificates

  	
   

  
	
   

  	
  7.4

  	
  Opinions of Counsel

  	
   

  
	
   

  	
  7.5

  	
  Holding of Notes Permitted By Applicable
  Law, etc.

  	
   

  
	
   

  	
  7.6

  	
  Delivery of Other Notes

  	
   

  
	
   

  	
  7.7

  	
  Payment of Counsel Fees

  	
   

  
	
   

  	
  7.8

  	
  Private Placement Number

  	
   

  
	
   

  	
  7.9

  	
  Changes in Corporate Structure

  	
   

  
	
   

  	
  7.10

  	
  Approvals

  	
   

  
	
   

  	
  7.11

  	
  Proceedings and Documents

  	
   

  
	
   

  	
  7.12

  	
  Consummation of the Merger Agreement and
  Credit Agreement

  	
   

  
	
   

  	
  7.13

  	
  Delivery of Old Notes

  	
   

  
	
   

  	
  7.14

  	
  Fees

  	
   

  
	
   

  	
  7.15

  	
  Subsidiary Guaranty

  	
   

  
	
  8.

  	
  REPRESENTATIONS AND WARRANTIES OF THE
  COMPANY

  	
   

  
	
   

  	
  8.1

  	
  Organization; Power and Authority

  	
   

  
	
   

  	
  8.2

  	
  Authorization, etc.

  	
   

  
	
   

  	
  8.3

  	
  Disclosure

  	
   

  
	
   

  	
  8.4

  	
  Organization and Ownership of Shares of
  Subsidiaries; Affiliates

  	
   

  
	
   

  	
  8.5

  	
  Financial Statements

  	
   

  
	
   

  	
  8.6

  	
  Compliance with Laws, Other Instruments,
  etc.

  	
   

  



 


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  8.7

  	
  Governmental Authorizations, etc.

  	
   

  
	
   

  	
  8.8

  	
  Litigation; Observance of Agreements,
  Statutes and Orders

  	
   

  
	
   

  	
  8.9

  	
  Taxes

  	
   

  
	
   

  	
  8.10

  	
  Title to Property; Leases

  	
   

  
	
   

  	
  8.11

  	
  Licenses, Permits, etc.

  	
   

  
	
   

  	
  8.12

  	
  Compliance with ERISA

  	
   

  
	
   

  	
  8.13

  	
  Securities Act

  	
   

  
	
   

  	
  8.14

  	
  Use of Proceeds; Margin Regulations

  	
   

  
	
   

  	
  8.15

  	
  Existing Indebtedness; Future Liens

  	
   

  
	
   

  	
  8.16

  	
  Foreign Assets Control Regulations, etc

  	
   

  
	
   

  	
  8.17

  	
  Status under Certain Statutes

  	
   

  
	
   

  	
  8.18

  	
  Environmental Matters

  	
   

  
	
  9.

  	
  REPRESENTATIONS OF THE HOLDER

  	
   

  
	
   

  	
  9.1

  	
  Notes Held for Investment

  	
   

  
	
   

  	
  9.2

  	
  Source of Funds

  	
   

  
	
  10.

  	
  INFORMATION AS TO COMPANY

  	
   

  
	
   

  	
  10.1

  	
  Financial Statements

  	
   

  
	
   

  	
  10.2

  	
  Certificates; Other Information

  	
   

  
	
   

  	
  10.3

  	
  Notices

  	
   

  
	
   

  	
  10.4

  	
  Requested Information.

  	
   

  
	
   

  	
  10.5

  	
  Inspection

  	
   

  
	
  11.

  	
  PAYMENT OF THE NOTES

  	
   

  
	
   

  	
  11.1

  	
  Required Prepayments and Payment at
  Maturity

  	
   

  
	
   

  	
  11.2

  	
  Optional Prepayments with Make-Whole Amount

  	
   

  
	
   

  	
  11.3

  	
  Prepayment Upon Certain Asset Sales

  	
   

  
	
   

  	
  11.4

  	
  Allocation of Partial Prepayments

  	
   

  
	
   

  	
  11.5

  	
  Maturity; Surrender, etc.

  	
   

  
	
   

  	
  11.6

  	
  Purchase of Notes

  	
   

  
	
   

  	
  11.7

  	
  Make-Whole Amount

  	
   

  
	
  12.

  	
  AFFIRMATIVE COVENANTS

  	
   

  
	
   

  	
  12.1

  	
  Compliance with Law

  	
   

  
	
   

  	
  12.2

  	
  Insurance

  	
   

  
	
   

  	
  12.3

  	
  Maintenance of Properties

  	
   

  



 


ii

















 


	
   

  	
  12.4

  	
  Payment of Taxes and Claims

  	
   

  
	
   

  	
  12.5

  	
  Corporate Existence, etc.

  	
   

  
	
   

  	
  12.6

  	
  Environmental Matters

  	
   

  
	
   

  	
  12.7

  	
  Books and Records

  	
   

  
	
   

  	
  12.8

  	
  Maintenance of Office

  	
   

  
	
   

  	
  12.9

  	
  Certain Future Subsidiaries to Become
  Subsidiary Guarantors; Release of Subsidiary Guarantors

  	
   

  
	
  13.

  	
  NEGATIVE COVENANTS

  	
   

  
	
   

  	
  13.1

  	
  Maintenance of Certain Financial
  Conditions.

  	
   

  
	
   

  	
  13.2

  	
  Limitation on Indebtedness

  	
   

  
	
   

  	
  13.3

  	
  Limitation on Liens

  	
   

  
	
   

  	
  13.4

  	
  [Reserved]

  	
   

  
	
   

  	
  13.5

  	
  Investments

  	
   

  
	
   

  	
  13.6

  	
  Fundamental Changes

  	
   

  
	
   

  	
  13.7

  	
  Dispositions

  	
   

  
	
   

  	
  13.8

  	
  Transactions with Affiliates

  	
   

  
	
   

  	
  13.9

  	
  Nature of Business

  	
   

  
	
   

  	
  13.10

  	
  Prepayment of Notes Upon Certain Asset
  Sales

  	
   

  
	
  14.

  	
  EVENTS OF DEFAULT

  	
   

  
	
  15.

  	
  REMEDIES ON DEFAULT, ETC.

  	
   

  
	
   

  	
  15.1

  	
  Acceleration

  	
   

  
	
   

  	
  15.2

  	
  Other Remedies

  	
   

  
	
   

  	
  15.3

  	
  Rescission.

  	
   

  
	
   

  	
  15.4

  	
  No Waivers or Election of Remedies,
  Expenses, etc.

  	
   

  
	
  16.

  	
  REGISTRATION; EXCHANGE; SUBSTITUTION OF
  AMENDED NOTES

  	
   

  
	
   

  	
  16.1

  	
  Registration of Notes

  	
   

  
	
   

  	
  16.2

  	
  Transfer and Exchange of Notes

  	
   

  
	
   

  	
  16.3

  	
  Replacement of Notes

  	
   

  
	
  17.

  	
  PAYMENTS ON NOTES

  	
   

  
	
   

  	
  17.1

  	
  Place of Payment

  	
   

  
	
   

  	
  17.2

  	
  Home Office Payment

  	
   

  
	
  18.

  	
  EXPENSES, ETC.

  	
   

  
	
   

  	
  18.1

  	
  Transaction Expenses

  	
   

  



 


iii

















 


	
   

  	
  18.2

  	
  Survival

  	
   

  
	
  19.

  	
  SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
  ENTIRE AGREEMENT

  	
   

  
	
  20.

  	
  AMENDMENT AND WAIVER

  	
   

  
	
   

  	
  20.1

  	
  Requirements

  	
   

  
	
   

  	
  20.2

  	
  Solicitation of Holders of Notes

  	
   

  
	
   

  	
  20.3

  	
  Binding Effect, etc.

  	
   

  
	
   

  	
  20.4

  	
  Notes held by Company, etc.

  	
   

  
	
  21.

  	
  NOTICES

  	
   

  
	
  22.

  	
  REPRODUCTION OF DOCUMENTS

  	
   

  
	
  23.

  	
  CONFIDENTIAL INFORMATION

  	
   

  
	
  24.

  	
  SUBSTITUTION OF HOLDER

  	
   

  
	
  25.

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
  25.1

  	
  Successors and Assigns

  	
   

  
	
   

  	
  25.2

  	
  Payments Due on Non-Business Days

  	
   

  
	
   

  	
  25.3

  	
  Severability

  	
   

  
	
   

  	
  25.4

  	
  Construction

  	
   

  
	
   

  	
  25.5

  	
  Counterparts

  	
   

  
	
   

  	
  25.6

  	
  Governing Law

  	
   

  



 


iv

















 


	
  SCHEDULE A

  	
  —

  	
  Information Relating to Holders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE B

  	
  —

  	
  Defined Terms

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE C

  	
  —

  	
  Non-Core
  Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 8.4

  	
  —

  	
  Subsidiaries
  of the Company and Ownership of Subsidiary Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 8.5

  	
  —

  	
  Financial
  Statements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 8.8

  	
  —

  	
  Litigation
  Disclosure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 8.9

  	
  —

  	
  Taxes
  Disclosure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  8.11

  	
  —

  	
  Intellectual
  Property Disclosure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 8.12

  	
  —

  	
  ERISA
  Disclosure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  8.15

  	
  —

  	
  Indebtedness
  Disclosure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  8.18

  	
  —

  	
  Environmental
  Disclosure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 10.2

  	
  —

  	
  Company
  Website Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  13.2

  	
  —

  	
  Existing
  Indebtedness

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  13.3

  	
  —

  	
  Existing
  Liens

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  13.5

  	
  —

  	
  Existing
  Investments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  1-A

  	
  —

  	
  Form
  of Amended 1996 Series A Note

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  1-B

  	
  —

  	
  Form
  of Amended 1996 Series B Note

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  1-C

  	
  —

  	
  Form
  of Amended 1999 Series A Note

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  1-D

  	
  —

  	
  Form
  of Amended 1999 Series B Note

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  1-E

  	
  —

  	
  Form
  of Amended 2000 Note

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT 2

  	
  —

  	
  Form of Subsidiary Guaranty

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT 3

  	
  —

  	
  Form of New Intercreditor Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  7.4.1

  	
  —

  	
  Form of
  Opinion of Counsel for the Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  7.4.2

  	
  —

  	
  Form of
  Opinion of Counsel for the Subsidiary Guarantor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT 10.2

  	
  —

  	
  Form of
  Compliance Certificate

  	
   

  



 


v

















 


PRECISION CASTPARTS CORP.


4650 S.W. Macadam Avenue, Suite 440


Portland, Oregon 97239-4252


 


$43,636,369 7.88% Amended 1996 Series A Senior Notes due 2011


$25,000,000 7.70% Amended 1996 Series B Senior Notes due 2011


$50,000,000 7.85% Amended 1999 Series A Senior Notes due 2014


$30,000,000 7.75% Amended 1999 Series B Senior Notes due 2009


$15,000,000 8.37% Amended 2000 Senior Notes due 2010


 


as of December 9, 2003


 


TO EACH OF THE HOLDERS NAMED ON THE

SIGNATURE PAGE OF THIS AGREEMENT:


 


Ladies and Gentlemen:


 


PRECISION CASTPARTS CORP., an Oregon corporation (the “Company”), hereby enters into this Amended
and Restated Note Purchase Agreement (this “Agreement”)
and agrees with you as follows:


 


RECITALS


 


A.                                   SPS
TECHNOLOGIES, INC., a Pennsylvania corporation (“SPS”), previously authorized and issued in five series its
senior promissory notes in the original aggregate principal amount of
$180,000,000 pursuant to the following:


 


(a)                                  the
Note Purchase Agreement, dated as of June 17, 1996, as amended by the First
Amendment to Note Purchase Agreement, dated as of April 1, 1998, the Second
Amendment to the 1996 Note Purchase Agreements, dated as of August 4, 1999, the
Third Amendment to the 1996 Note Purchase Agreements, dated as of March 10,
2000, and the Fourth Amendment to the 1996 Note Purchase Agreements, dated as
of September 27, 2002 (such Note Purchase Agreement, as amended by such First,
Second, Third and Fourth Amendments, being referred to herein as the “1996 Note Agreement”), between SPS and
Teachers Insurance and Annuity Association of America (“TIAA”), The Northwestern Mutual Life
Insurance Company(“NMLIC”) and
Massachusetts Mutual Life Insurance Company (“Mass
Mutual”), pursuant to which SPS issued (i) its 7.88% Series A Senior
Notes due 2011 in the original aggregate principal amount of $60,000,000 (the “1996 Series A Notes”), with a principal
amount of $43,636,369 outstanding on the date hereof, and (ii) its 7.70% Series
B Senior Notes due 2011 in the original aggregate principal amount of
$25,000,000 (the “1996 Series B Notes”
and, together with the 1996 Series A Notes, the “1996 Notes”), all of which original principal amount is
outstanding on the date hereof;


 


1

















 


(b)                                 the
Note Purchase Agreement, dated as of August 4, 1999, as amended by the First
Amendment to the 1999 Note Purchase Agreement, dated as of March 10, 2000 and
the Second Amendment to the 1999 Note Purchase Agreement, dated as of September
27, 2002 (such Note Purchase Agreement, as amended by such First Amendment and
Second Amendment, being referred to herein as the “1999 Note Agreement”), between SPS and NMLIC, NMLIC on behalf
of its Group Annuity Separate Account, TIAA, Connecticut General Life Insurance
Company (“Con Gen”), Mass Mutual,
C.M. Life Insurance Company (“C.M. Life”)
and Forethought Life Insurance Company (“Forethought”),
pursuant to which SPS issued (i) its 7.85% Series A Senior Notes due 2014 in
the original aggregate principal amount of $50,000,000 (the “1999 Series A Notes”), all of which
original principal amount is outstanding on the date hereof, and (ii) its 7.75%
Series B Senior Notes due 2009 in the original aggregate principal amount of
$30,000,000 (the “1999 Series B Notes”
and, together with the 1999 Series A Notes, the “1999 Notes”) all of which original principal amount is
outstanding on the date hereof; and


 


(c)                                  the
Note Purchase Agreement, dated as of February 25, 2000, as amended by the First
Amendment to the 2000 Note Purchase Agreement, dated as of March 10, 2000,
and the Second Amendment to the 2000 Note Purchase Agreement, dated as of
September 27, 2002 (such Note Purchase Agreement, as amended by such First
Amendment and Second Amendment, being referred to herein as the “2000 Note Agreement”), between SPS and Con
Gen and Life Insurance Company of North America (“LICNA”), pursuant to which SPS issued its 8.37% Senior Notes
due 2010 in the original aggregate principal amount of $15,000,000 (the “2000 Notes”), all of which original
principal amount is outstanding on the date hereof.  The 1996 Note Agreement, the 1999 Note Agreement and the 2000
Note Agreement are collectively referred to herein as the “Old Note Agreements,” and the 1996 Notes,
the 1999 Notes and the 2000 Notes are collectively referred to herein as the “Old Notes.”


 


B.                                     The
Company, Star Acquisition, LLC, a Pennsylvania limited liability company and
wholly-owned subsidiary of the Company (“Merger
Sub”), and SPS have entered into an Agreement and Plan of Merger
dated as of August 16, 2003 (the “Merger
Agreement”), pursuant to which SPS will be merged with and into
Merger Sub, with Merger Sub as the surviving limited liability company (the “Merger”). 
Upon consummation of the Merger, Merger Sub will change its name to SPS
Technologies, LLC.


 


C.                                     The
Company intends to enter into a Credit Agreement dated as of December 9, 2003
with each lender from time to time a party thereto and Bank of America, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer (including any
amendments, amendments and restatements, replacements, extensions, increases,
modifications, renewals and refinancings thereof and all notes, instruments and
documents executed pursuant thereto, the “Credit
Agreement”).


 


D.                                    Upon
consummation of the Merger and simultaneously with the entering into of the
Credit Agreement, it is contemplated that, pursuant to the terms and conditions
of this Agreement, (i) the Company will absolutely and unconditionally assume
all the rights and obligations of SPS under each of the Old Note Agreements and
the Old Notes, (ii) the Holders


 


2

















 


will release
SPS and Merger Sub as successor to SPS, as applicable, as principal obligor
from its obligations under the Old Note Agreements and the Old Notes, consent
to the Merger and the foregoing assignment and assumption and waive any
defaults or rights to prepayment under the Old Note Agreements and the Old
Notes that arise solely in connection with such Merger, (iii) each of the Old
Note Agreements and the Old Notes will be amended and restated as set forth in
this Agreement,  (iv) Merger Sub and
each other Material Subsidiary will execute and become a party to the
Subsidiary Guaranty and (v) the Old Intercreditor Agreement will be terminated.


 


E.                                      Each
of the Holders is willing to (i) consent to the transactions contemplated by
the Merger Agreement and the assumption by the Company of all the rights and
obligations of SPS under each of the Old Note Agreements and the Old Notes (in
each case as amended by this Agreement and the Notes), (ii) waive any defaults
or rights to prepayment under the Old Note Agreements and the Old Notes that
arise solely in connection with such Merger and such assignment and assumption,
(iii) release SPS as principal obligor from its obligations under each of the
Old Note Agreements and the Old Notes, and (iv) terminate the Existing SPS
Subsidiary Guaranty and the Old Intercreditor Agreement, all pursuant to the
terms and conditions set forth in this Agreement.


 


F.                                      Each
of the Holders and Bank of America, N.A. shall enter into an Intercreditor
Agreement dated the Amendment Effective Date substantially in the form of Exhibit 3 (the “New Intercreditor Agreement”).


 


1.                                      RECITALS; DEFINITIONS.


 


The Recitals are incorporated in this Agreement as if set forth in full
herein.  Certain capitalized terms used
in this Agreement are defined in Schedule B; references to a “Schedule”
or an “Exhibit” are, unless otherwise specified, to a Schedule or an
Exhibit attached to this Agreement.


 


2.                                      ASSUMPTION OF OBLIGATIONS.


 


Subject to the satisfaction of the conditions set forth in Section 7, as of the
Amendment Effective Date the Company hereby absolutely and unconditionally
assumes all of SPS’s obligations under each of the Old Note Agreements and the
Old Notes as amended and restated by this Agreement and the Notes.


 


3.                                      CONSENT TO ASSUMPTION; RELEASE OF SPS AND CERTAIN
GUARANTORS AND TERMINATION OF INTERCREDITOR AGREEMENT.


 


Notwithstanding any of the provisions contained in the Old Note
Agreements (including without limitation Section 10.6 thereof) and subject to
the satisfaction or waiver by the Holders and the Company, as the case may be,
of all the conditions set forth in Section 7 below, as of the Amendment
Effective Date, each of the Holders (i) consents to the assumption set forth in
Section 2
and the transactions contemplated by this Agreement and the Merger Agreement,
(ii) expressly waives any default or right to prepayment under the Old Note
Agreements and the Old Notes that arise solely in connection with such Merger
and the assumption set forth in Section 2 and the transactions contemplated by this
Agreement and the Merger Agreement, (iii) releases


 


3

















 


SPS (and
Merger Sub, as the successor to SPS) from liability under the Old Note
Agreements and the Old Notes other than pursuant to the Subsidiary Guaranty to
be delivered by Merger Sub at the Closing, (iv) releases each of the SPS
Subsidiaries from its Existing SPS Subsidiary Guaranty and agrees that each
such guaranty is terminated and of no further force or effect, (v) agrees that
the Intercreditor Agreement dated as of March 10, 2000 among PNC Bank, National
Association and NMLIC (in its corporate capacity and for its Group Annuity
Separate Account), TIAA, Mass Mutual, Con Gen, C. M. Life, Forethought and
LICNA (the “Old Intercreditor Agreement”) shall terminate on the
Amendment Effective Date, and (vi) agrees that the New Intercreditor Agreement
shall become effective on the Amendment Effective Date.  This release shall not constitute a
satisfaction or discharge of any obligations arising under the Old Note
Agreements and the Old Notes, all of which obligations shall remain in effect
as obligations of the Company as amended and restated pursuant to this
Agreement.


 


4.                                      AMENDMENT AND RESTATEMENT OF OLD NOTE AGREEMENTS
AND OLD NOTES.


 


Subject to the satisfaction or waiver of the conditions set forth in Section 7, as of the
Amendment Effective Date, (i) each of the Old Note Agreements is amended and
restated as set forth in this Agreement, (ii) each of the 1996 Series A Notes
is amended and restated substantially in the form of Exhibit 1-A (as
amended and restated, the “Amended 1996
Series A Notes”), (iii) each of the 1996 Series B Notes is amended
and restated substantially in the form of Exhibit 1-B (as amended and restated, the “Amended 1996 Series B Notes” and, together
with the Amended 1996 Series A Notes, the “Amended
1996 Notes”), (iv) each of the 1999 Series A Notes is amended and
restated substantially in the form of Exhibit 1-C (as amended and restated, the “Amended 1999 Series A Notes”), (v) each of
the 1999 Series B Notes is amended and restated substantially in the form of Exhibit 1-D (as
amended and restated, the “Amended 1999
Series B Notes” and, together with the Amended 1999 Series A Notes,
the “Amended 1999 Notes” ) and
(vi) each of the 2000 Notes is amended and restated substantially in the form
of Exhibit 1-E
(as amended and restated, the “Amended 2000
Notes”).  The Amended 1996
Series A Notes, Amended 1996 Series B Notes, Amended 1999 Series A Notes,
Amended 1999 Series B Notes and Amended 2000 Notes are herein referred to,
individually, as a “Note” and,
collectively, as the “Notes” and
each of the Amended 1996 Series A Notes, Amended 1996 Series B Notes, Amended
1999 Series A Notes, Amended 1999 Series B Notes and Amended 2000 Notes are
herein referred to separately as a “Series”
of Notes.


 


5.                                      DELIVERY OF NOTES.


 


On the Amendment Effective Date and upon the effectiveness of this
Agreement and in exchange for the Old Notes as provided in Section 7.13, the
Company will deliver to you, as the case may be, at the Closing provided for in
Section 6,
(i) the Amended 1996 Series A Notes, (ii) the Amended 1996 Series B Notes,
(iii) the Amended 1999 Series A Notes, (iv) the Amended 1999 Series B Notes and
(v) the Amended 2000 Notes, all in the principal amount specified opposite your
name in Schedule A.  Contemporaneously with the execution and
delivery to you by the Company of a counterpart of this Agreement, the Company
is executing and delivering a counterpart hereof to each of the other holders
named in Schedule A
(the “Other Holders”), providing
for the delivery on the Amendment Effective Date to each of the Other Holders
of Notes, in the Series and principal amount specified opposite its name in Schedule A.  The


 


4

















 


delivery of
Notes to you and the Other Holders (you and the Other Holders being hereinafter
sometimes referred to collectively as the “Holders”)
are to be separate deliveries made by the Company to the Holders.  The obligations of the Holders hereunder
shall be several and not joint, and this Agreement shall for all purposes be
construed and deemed to be a separate agreement between the Company, on the one
hand, and each of the Holders, on the other, the Holders acting severally and
not jointly, with the same effect as though a separate agreement with each such
Holder to the effect herein provided were hereby entered into between the
Company and each such Holder.


 


6.                                      CLOSING.


 


The consummation of the transactions contemplated by this Agreement and
the delivery of the Notes to be delivered to you and each of the Other Holders
(“Closing”) shall occur on
December 9, 2003 or on such other Business Day thereafter as may be agreed upon
by the Company and the Holders.  The
date on which the Closing shall occur is hereinafter referred to as the “Amendment Effective Date”.  At the Closing on the Amendment Effective
Date the Company will deliver to you the Notes to be delivered to you at such
Closing in the form of a single Note (or such greater number of Notes in
denominations of at least $1,000,000 as you may request), dated such Amendment
Effective Date and registered in your name (or in the name of your nominee).  If at the Closing the Company shall fail to
tender such Notes to you as provided above in this Section 6, or if
any of the conditions specified in Section 7 shall not have been fulfilled
or otherwise waived to your satisfaction, you shall, at your election, be relieved
of all further obligations under this Agreement, without thereby waiving any
rights you may have under any of the applicable Old Note Agreements or Old
Notes by reason of such failure or such nonfulfillment.


 


7.                                      CONDITIONS TO CLOSING.


 


The obligation of you and the Company to consummate the transactions
contemplated hereby on the Amendment Effective Date is subject to the
fulfillment to the satisfaction of you and the Company, as the case may be,
prior to or at the Closing occurring on such Amendment Effective Date, of the
following conditions:


 


7.1                               Representations
and Warranties.


 


The representations and warranties of the Company in this Agreement
shall be correct when made and at the time of such Closing.


 


7.2                               Performance;
No Default.


 


The Company shall have performed and complied with all agreements and
conditions contained in this Agreement required to be performed or complied
with by it prior to or at such Closing, and after giving effect to Section 3
hereof and the issue and delivery of the Notes to be delivered on such
Amendment Effective Date, no Default or Event of Default shall have occurred
and be continuing.


 


5

















 


7.3                               Compliance
Certificates.


 


(a)                                  Officer’s
Certificate.  The Company shall have
delivered to you an Officer’s Certificate, dated such Amendment Effective Date,
certifying that the conditions specified in Sections 7.1, 7.2 and 7.9 have been
fulfilled.


 


(b)                                 Secretary’s
Certificate.  Each of the Company
and the Subsidiary Guarantors shall have delivered to you a certificate, dated
such Amendment Effective Date, certifying as to the resolutions attached
thereto and other corporate proceedings relating to the authorization,
execution and delivery of the Notes, this Agreement and the Subsidiary
Guaranty, as the case may be.


 


7.4                               Opinions
of Counsel.


 


You shall have received opinions in form and substance satisfactory to
you, dated such Amendment Effective Date, from counsel for the Company and
counsel for each Subsidiary Guarantor covering the matters set forth in Exhibits 7.4.1 and 7.4.2
and covering such other matters incident to the transactions contemplated
hereby as you or your counsel may reasonably request (and the Company hereby
instructs such counsel to deliver such opinions to you).


 


7.5                               Holding
of Notes Permitted By Applicable Law, etc.


 


On such Amendment Effective Date your holding of the Notes to be
received by you on such Amendment Effective Date shall (i) be permitted
by the laws and regulations of each jurisdiction to which you are subject,
without recourse to basket or leeway provisions of such laws (such as
Section 1405(a)(8) of the New York Insurance Law), (ii) not violate
any applicable law or regulation (including, without limitation, Regulation T,
U or X of the Board of Governors of the Federal Reserve System) and (iii)
not subject you to any tax, penalty or liability under or pursuant to any
applicable law or regulation, which law or regulation was not in effect on the
date hereof.  If requested by you, you
shall have received an Officer’s Certificate certifying as to such matters of
fact as you may reasonably specify to enable you to determine whether your
holding of the Notes is so permitted.


 


7.6                               Delivery
of Other Notes.


 


Contemporaneously with such Closing the Company shall deliver to the
Other Holders, and the Other Holders shall receive, the Notes to be issued to
them at such Closing as specified in Schedule A.


 


7.7                               Payment
of Counsel Fees.


 


Without limiting the provisions of Section 18.1, the Company shall have
paid on or before such Closing the reasonable fees and expenses of your special
counsel to the extent reflected in a statement of such counsel rendered to the
Company at least one Business Day prior to such Closing.


 


6

















 


7.8                               Private
Placement Number.


 


A new Private Placement number issued by Standard & Poor’s
CUSIP Service Bureau (in cooperation with the Securities Valuation Office of
the National Association of Insurance Commissioners) shall have been obtained
for each Series of  Notes.


 


7.9                               Changes
in Corporate Structure.


 


Other than with respect to, or as a result of, the Merger, neither the
Company nor Merger Sub (i) shall have changed its jurisdiction of organization
or been a party to any merger or consolidation and (ii) shall have succeeded to
all or any substantial part of the liabilities of any other entity at any time
following the date of the most recent audited financial statements referred to
in Schedule 8.5.


 


7.10                        Approvals.


 


All actions, approvals, consents, waivers, exemptions, orders,
authorizations, registrations, declarations, filings and recordings
(collectively, “Approvals”), if
any, which are required to be taken, given, obtained, filed or recorded, by the
Company, as the case may be, by or from or with (i) any
Governmental Authority, (ii) any trustee or holder of any indebtedness,
obligation or securities of the Company or any of its Subsidiaries or
(iii) any other Person, in connection with the legal and valid execution
and delivery by the Company of this Agreement and the consummation by the
Company of the transactions contemplated hereby shall have been duly taken,
given, obtained, filed or recorded, as the case may be, and all such Approvals
shall be final, subsisting and in full force and effect on such Amendment
Effective Date, and shall not be subject to any further proceedings or appeals
or any conditions subsequent not approved by you.  Certified copies or other appropriate evidence of all such Approvals,
in form, scope and substance satisfactory to you and your counsel, shall have
been delivered to you and your counsel.


 


7.11                        Proceedings
and Documents.


 


All corporate and other proceedings in connection with the transactions
contemplated by this Agreement and all documents and instruments incident to
such transactions shall be satisfactory to you and your counsel, and you and
your counsel shall have received all such counterpart originals or certified or
other copies of such documents as you or they may reasonably request.


 


7.12                        Consummation
of the Merger Agreement and Credit Agreement.


 


The transactions contemplated by the Merger Agreement and the Credit
Agreement shall have been consummated in all material respects in accordance
with the terms thereof.


 


7.13                        Delivery
of Old Notes.


 


Each of the Holders shall have delivered the original Old Notes held by
them, respectively, to the Company.


 


7

















 


7.14                        Fees.


 


The Company shall have paid to each Holder of the Old Notes an
amendment fee which for each Holder of the Old Notes shall be the amount equal
to ten (10) basis points on the aggregate outstanding principal amount of Old
Notes held by such Holder of the Old Notes as of the Amendment Effective Date,
such payment to be made to each such Holder of the Old Notes by wire transfer
of immediately available funds in the manner and to the account specified for
the deposit of payments in respect of such Old Notes in the applicable Old Note
Agreement pursuant to which the Old Notes held by each such Holder of the Old
Notes were issued, unless any such Holder of the Old Notes directs a different
method of payment for the payment to be made to any such Holder of the Old
Notes.


 


7.15                        Subsidiary
Guaranty.


 


Each Subsidiary Guarantor shall have duly executed and delivered the
Subsidiary Guaranty to the Holders, which Subsidiary Guaranty, as to any
Subsidiary Guarantor which as of the Amendment Effective Date is a party to
an  Existing SPS Subsidiary Guaranty,
shall be in replacement of and substitution for the Existing SPS Subsidiary
Guaranty.  As of the Amendment Effective
Date all Existing SPS Subsidiary Guarantys shall be terminated and shall have
no further force and effect.


 


8.                                      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


The Company represents and warrants to you as of the Amendment
Effective Date (in each case, before and after giving effect to the Merger and
the consummation of the assumption of the Notes pursuant to Section 2) that:


 


8.1                               Organization;
Power and Authority.


 


The Company is a corporation duly organized and validly existing under
the laws of its jurisdiction of incorporation, and is duly qualified as a
foreign corporation and is in good standing or subsisting, as the case may be,
in each jurisdiction in which such qualification is required by law, other than
those jurisdictions as to which the failure to be so qualified or in good
standing would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.  The
Company has the corporate power and authority to own or hold under lease the
properties it purports to own or hold under lease, to transact the business it
transacts and proposes to transact, to execute and deliver this Agreement and
the Notes and to perform the provisions hereof and thereof.


 


8.2                               Authorization,
etc.


 


This Agreement and the Notes have been duly authorized by all necessary
corporate action on the part of the Company, and this Agreement constitutes,
and upon execution and delivery thereof each Note will constitute, a legal,
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


 


8

















 


8.3                               Disclosure.


 


This Agreement, the documents, certificates or other writings delivered
to you by or on behalf of the Company in connection with the transactions
contemplated hereby and the financial statements listed in Schedule 8.5,
taken as a whole, do not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein not
misleading in light of the circumstances under which they were made.  Since the date of the most recent audited
financial statements of the Company referred to in Schedule 8.5,
there has been no change in the financial condition, operations, business,
properties or prospects of the Company or any Subsidiary except changes that
individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect.  There is no
fact known to the Company that would reasonably be expected to have a Material
Adverse Effect that has not been set forth herein or in the other documents,
certificates and other writings delivered to you by or on behalf of the Company
specifically for use in connection with the transactions contemplated hereby.


 


8.4                               Organization
and Ownership of Shares of Subsidiaries; Affiliates.


 


(a)                                  Schedule 8.4
contains complete and correct lists of (i) the Company’s Subsidiaries as
of the Amendment Effective Date and shows, as to each Subsidiary, the correct
legal name thereof and (ii) the Company’s directors and senior officers.


 


(b)                                 All
of the outstanding shares of capital stock or similar equity interests of each
Material Subsidiary owned by the Company and its Subsidiaries have been validly
issued, are fully paid and nonassessable and are owned by the Company or
another Subsidiary free and clear of any Lien.


 


(c)                                  Each
Subsidiary identified in Schedule 8.4
is a corporation or other legal entity duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization, and is duly
qualified as a foreign corporation or other legal entity and is in good
standing in each jurisdiction in which such qualification is required by law,
other than those jurisdictions as to which the failure to be so qualified or in
good standing would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. 
Each such Subsidiary has the corporate or other power and authority to
own or hold under lease the properties it purports to own or hold under lease
and to transact the business it transacts and proposes to transact.


 


8.5                               Financial
Statements.


 


The Company has made available to each Holder copies of the financial
statements of the Company and its consolidated Subsidiaries listed on Schedule 8.5.  All of said financial statements (including
in each case the related schedules and notes) fairly present in all material
respects the consolidated financial position of the Company and its
consolidated Subsidiaries as of the respective dates specified in such
Schedule and the consolidated results of their operations and cash flows
for the respective periods so specified and have been prepared in accordance with
GAAP consistently applied throughout the periods involved except as set forth
in the notes


 


9

















 


thereto
(subject, in the case of any interim financial statements, to the absence of
footnotes and normal year-end adjustments).


 


8.6                               Compliance
with Laws, Other Instruments, etc.


 


The execution, delivery and performance by the Company of this
Agreement and the Notes will not (i) contravene, result in any
breach of, or constitute a default under, or result in the creation of any Lien
in respect of any property of the Company or any Subsidiary under, any
indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease,
corporate charter or by-laws, or any other agreement or instrument to which the
Company or any Subsidiary its bound or by which the Company or any Subsidiary
or any of their respective properties may be bound or affected, (ii) conflict
with or result in a breach of any of the terms, conditions or provisions of any
order, judgment, decree, or ruling of any court, arbitrator or Governmental
Authority applicable to the Company or any Subsidiary or (iii) violate
any provision of any statute or other rule or regulation of any Governmental
Authority applicable to the Company or any Subsidiary.


 


8.7                               Governmental
Authorizations, etc.


 


No Approval by, from or with any Governmental Authority is required in
connection with the execution, delivery or performance by the Company of this
Agreement or the Notes.


 


8.8                               Litigation;
Observance of Agreements, Statutes and Orders.


 


(a)                                  Except
as specifically disclosed on Schedule 8.8, there are no actions, suits or proceedings
pending or, to the knowledge of the Company, threatened against or affecting
the Company or any Subsidiary or any property of the Company or any Subsidiary
in any court or before any arbitrator of any kind or before or by any
Governmental Authority that, individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect.


 


(b)                                 Neither
the Company nor any Subsidiary is in default under any term of any agreement or
instrument to which it is a party or by which it is bound, or any order,
judgment, decree or ruling of any court, arbitrator or Governmental Authority
or is in violation of any applicable law, ordinance, rule or regulation
(including without limitation Environmental Laws) of any Governmental
Authority, which default or violation, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect.


 


8.9                               Taxes.


 


Except as specifically disclosed on Schedule 8.9, the Company and its
Subsidiaries have filed all United States federal and other tax returns (except
to the extent that the failure to file such returns would not reasonably be
expected to have a Material Adverse Effect) that are required to have been
filed in any jurisdiction, and have paid all taxes shown to be due and payable
on such returns and all other taxes and assessments levied upon them or their
properties, assets, income or franchises, to the extent such taxes and assessments
have become due and payable and before they have become delinquent, except for
any taxes and assessments (i) the amount of which, individually or
in the aggregate, would not reasonably be expected to have a


 


10

















 


Material
Adverse Effect or (ii) the amount, applicability or validity of
which is currently being contested in good faith by appropriate proceedings and
with respect to which the Company or a Subsidiary, as the case may be, has
established adequate reserves in accordance with GAAP.  The Company knows of no basis for any other
tax or assessment that would reasonably be expected to have a Material Adverse
Effect.  The Company and its
Subsidiaries have established on their books such charges, accruals and
reserves in respect of United States federal, state or other taxes as are
required by GAAP for all fiscal periods. 
The United States federal income tax returns of the Company and its
domestic Subsidiaries have been examined and reported on by the Internal
Revenue Service or closed by applicable statute for all fiscal years up to and
including the fiscal year ended December 31, 1995.


 


8.10                        Title
to Property; Leases.


 


The Company and its Subsidiaries have good and sufficient title to
their respective properties that individually or in the aggregate are Material,
including all such properties reflected in the most recent audited balance
sheet referred to in Section 8.5
or purported to have been acquired by the Company or any Subsidiary after
said date (except as sold or otherwise disposed of in the ordinary course of
business), in each case free and clear of Liens prohibited by this
Agreement.  All leases that individually
or in the aggregate are Material are valid and subsisting and are in full force
and effect in all material respects.


 


8.11                        Licenses, Permits, etc.


 


Except as specifically disclosed on Schedule 8.11:


 


(a)                                  The
Company and its Subsidiaries own or possess all licenses, permits, franchises,
authorizations, patents, copyrights, service marks, trademarks and trade names,
or rights thereto, that individually or in the aggregate are Material, without
known conflict with the rights of others.


 


(b)                                 To
the best knowledge of the Company, no product of the Company infringes in any
material respect any license, permit, franchise, authorization, patent,
copyright, service mark, trademark, trade name or other right owned by any
other Person.


 


(c)                                  To
the best knowledge of the Company, there is no Material violation by any Person
of any right of the Company or any of its Subsidiaries with respect to any
patent, copyright, service mark, trademark, trade name or other right owned or
used by the Company or any of its Subsidiaries.


 


8.12                        Compliance
with ERISA.


 


Except as specifically disclosed on Schedule 8.12:


 


(a)                                  Each
Plan is in compliance in all material respects with the applicable provisions
of ERISA, the Code and other federal or state Laws.  Each Plan that is intended to qualify under Section 401(a) of the
Code has received a favorable determination letter from the IRS or an
application for such a letter is currently being processed by the IRS with
respect thereto and, to the best knowledge of the Company, nothing has occurred
which would prevent,


 


11

















 


or cause the loss of, such qualification where the
failure so to be qualified could reasonably be expected to have a Material
Adverse Effect.  The Company and each
ERISA Affiliate have made all required contributions to each Plan subject to
Section 412 of the Code, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code has
been made with respect to any Plan.


 


(b)                                 There
are no pending or, to the best knowledge of the Company, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to
any Plan that could be reasonably be expected to have a Material Adverse
Effect.  There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Plan that has resulted or could reasonably be expected to result in a
Material Adverse Effect.


 


(c)                                  No
ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension
Plan has any Unfunded Pension Liability in excess, individually or when
aggregated with the Unfunded Pension Liability of all other Pension Plans, of
$100,000,000; (iii) neither the Company nor any ERISA Affiliate has incurred,
or reasonably expects to incur, any liability under Title IV of ERISA with
respect to any Pension Plan (other than premiums due and not delinquent under
Section 4007 of ERISA); (iv) neither the Company nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Sections 4201 or 4243 of ERISA with respect to
a Multiemployer Plan; and (v) neither the Company nor any ERISA Affiliate has
engaged in a transaction that could be subject to Sections 4069 or 4212(c) of
ERISA.


 


(d)                                 The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will not cause a violation under Section
406(a) of ERISA or in connection with which a tax would be imposed pursuant to
Section 4975(c)(1)(A) through (D) of the Code. 
The representation by the Company in the preceding sentence is made in
reliance upon and subject to the accuracy of your representation in Section 9.2.


 


8.13                        Securities
Act.


 


Neither the Company nor anyone acting on its behalf has taken, or will
take, any action that would subject the issuance of the Notes to the
registration requirements of Section 5 of the Securities Act.  To the extent applicable, the representation
by the Company in the preceding sentence is made in reliance upon and subject
to the accuracy of your representation in Section 9.1.


 


12

















 


8.14                        Use
of Proceeds; Margin Regulations.


 


Margin stock does not constitute more than 5% of the value of the
consolidated assets of the Company and its Subsidiaries and the Company does
not have any present intention that margin stock will constitute more than 5%
of the value of such assets.  As used in
this Section, the term “margin stock”
shall have the meaning assigned to it in said Regulation U.


 


8.15                        Existing
Indebtedness; Future Liens.


 


(a)                                  Except
as specifically disclosed on Schedule 8.15, neither the Company nor any Subsidiary is
in default and no waiver of default is currently in effect in the payment of
any principal or interest on any Indebtedness of the Company or any Subsidiary
and no event or condition exists with respect to any Indebtedness of the
Company or any Subsidiary that would permit (or that with notice or the lapse
of time, or both, would permit) one or more Persons to cause such Indebtedness
to become due and payable before its stated maturity or before its regularly
scheduled dates of payment.


 


(b)                                 Neither
the Company nor any Subsidiary has agreed or consented to cause or permit in
the future (upon the happening of a contingency or otherwise) any of its
property, whether now owned or hereafter acquired, to be subject to a Lien not
permitted by Section
13.3.


 


8.16                        Foreign
Assets Control Regulations, etc.


 


The issuance
and delivery of the Notes by the Company hereunder will not violate (a) the
Trading with the Enemy Act, as amended, (b) any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto, or (c) Executive Order No. 13,224, 66 Fed Reg 49,079 (2001), issued by
the President of the United States (Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support
Terrorism) (the “Anti-Terrorism Order”). 
Without limiting the foregoing, neither Company nor any Subsidiary (i)
is a blocked person described in Section 1 of the Anti-Terrorism Order or (ii)
engages in any dealings or transactions, or is otherwise associated, with any
such person.


 


8.17                        Status
under Certain Statutes.


 


Neither the Company nor any Subsidiary is subject to regulation under
the Investment Company Act of 1940, as amended, the Public Utility Holding
Company Act of 1935, as amended, the Interstate Commerce Act, as amended, or
the Federal Power Act, as amended.


 


8.18                        Environmental
Matters.


 


Except as specifically disclosed on Schedule 8.18:


 


(a)                                  Neither
the Company nor any Subsidiary has knowledge of any claim or has received any
notice of any claim, and no proceeding has been instituted raising any claim
against the Company or any of its Subsidiaries or any of the Company Premises,
alleging any


 


13

















 


damage to the environment or violation of any Environmental
Laws, except, in each case, such as would not reasonably be expected to result
in a Material Adverse Effect.


 


(b)                                 Neither
the Company nor any Subsidiary has knowledge of any facts which would give rise
to any claim, public or private, of violation of Environmental Laws or damage
to the environment emanating from, occurring on or in any way related to any of
the Company Premises or their use, except, in each case, such as would not
reasonably be expected to result in a Material Adverse Effect.


 


(c)                                  Neither
the Company nor any of its Subsidiaries has stored any Hazardous Materials in
either case on any of the Company Premises or disposed of any Hazardous
Materials in a manner contrary to any Environmental Laws in each case in any
manner that would reasonably be expected to result in a Material Adverse
Effect.


 


(d)                                 All
buildings on all real properties now owned, leased or operated by the Company
or any of its Subsidiaries are in compliance with applicable Environmental
Laws, except where failure to comply would not reasonably be expected to result
in a Material Adverse Effect.


 


9.                                      REPRESENTATIONS OF THE HOLDER.


 


9.1                               Notes
Held for Investment.


 


You represent that you are holding the Notes being held by you for your
own account or for one or more separate accounts maintained by you or for the
account of one or more pension or trust funds and not with a view to the
distribution thereof, provided that the disposition of your or their
property shall at all times be within your or their control.  You understand that the Notes have not been
registered under the Securities Act and may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption from
registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Company is
not required to register the Notes.


 


9.2                               Source
of Funds.


 


(a)                                  You
represent to the Company that at least one of the following statements is an
accurate representation as to the source of funds used by you to pay the
purchase price of the Old Notes purchased by you under the applicable Old Note
Agreement as of the date of such purchase:


 


(i)                                     no
part of such funds constituted assets allocated to any separate account
maintained by you in which any employee benefit plan (or its related trust) had
any interest; or


 


(ii)                                  to
the extent that any part of such funds constituted assets allocated to any
separate account maintained by you, you have disclosed to the Company the name
of each employee benefit plan whose assets in such account exceeded 10% of the
total assets of such account as of the date of such purchase (and for


 


14

















 


purposes of this subdivision (ii), all employee
benefit plans maintained by the same employer or employee organization are
deemed to be a single plan); or


 


(iii)                               such
funds constituted assets of one or more specific employee benefit plans, or a
separate account or trust fund comprised of one or more employee benefit plans,
each of which you have identified in writing to the Company; or


 


(iv)                              no
part of such funds constituted assets of any employee benefit plan.


 


(b)                                 To
the extent that the source of funds used by you included assets of your
insurance company general account (as defined in Section V(e) of
Prohibited Transaction Class Exemption (“PTCE”)
95-60), you represent to the Company that no employee benefit plan or employee
benefit plans maintained by a single employer (including an “affiliate”
thereof, as defined in Section V(a) of PTCE 95-60) or employee
organization held an interest or interests either as contract holders or as the
beneficial owners of contracts in such general account, the reserves and
liabilities for which exceed 10% of the sum of all reserves and liabilities of
such general account plus your surplus, such reserves and liabilities and such
surplus in each case being calculated in accordance with the applicable
provisions of PTCE 95-60.


 


(c)                                  As
used in this Section, the terms “employee benefit plan” and “separate account”
shall have the respective meanings assigned to such terms in Section 3 of
ERISA.


 


10.                               INFORMATION AS TO COMPANY.


 


10.1                        Financial
Statements.


 


The Company shall deliver to each Holder of Notes that is an
Institutional Investor:


 


(a)                                  Quarterly
Statements – as soon as available, but in any event within 55 days after
the end of each of the first three fiscal quarters of each fiscal year of the
Company, 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


 


(b)                                 Annual
Statements – as soon as available, but in any event within 100 days after
the end of each fiscal year of the Company, a consolidated balance sheet of the
Company and its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, audited and accompanied by a report


 


15

















 


and opinion of an independent certified public
accountant of nationally recognized standing reasonably acceptable to the
Required Holders, which report and opinion shall be prepared in accordance with
generally accepted auditing standards and shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception
as to the scope of such audit.


 


As to any information contained in materials
furnished pursuant to Section
10.2(d), the Company shall not be separately required to furnish
such information under clause (a) or (b) above, but the foregoing shall not be
in derogation of the obligation of the Company to furnish the information and
materials described in subsections (a) and (b) above at the times specified
therein.


 


10.2                        Certificates;
Other Information.


 


The Company shall deliver to each Holder of Notes that is an
Institutional Investor:


 


(a)                                  concurrently
with the delivery of the financial statements referred to in Section 10.1(b), a
certificate of its independent certified public accountants certifying such
financial statements stating that in making the examination necessary therefor
no knowledge was obtained of any Default or Event of Default or, if any such
Default or Event of Default shall exist, stating the nature and status of such
event;


 


(b)                                 concurrently
with the delivery of the financial statements referred to in Sections 10.1(a) and (b), a duly completed
Compliance Certificate signed by a Responsible Officer of the Company;


 


(c)                                  promptly
after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders of the
Company, and copies of all annual, regular, periodic and special reports and
registration statements which the Company may file or be required to file with
the SEC under Section 13 or 15(d) of the Exchange Act and not otherwise
required to be delivered to the Holders pursuant hereto;


 


(d)                                 promptly
after the Company has notified the Holders of any intention by the Company to
treat amounts outstanding under the Notes and related transactions as being a
“reportable transaction” (within the meaning of Treasury Regulation Section
1.6011-4), a duly completed copy of IRS Form 8886 or any successor form;


 


(e)                                  promptly
after distribution thereof to the relevant Persons, copies of each notice or
communication sent to holders, purchasers or creditors (or any agent or trustee
of any of the foregoing) with respect to any Material Senior Indebtedness, in
each case solely to the extent such notice or communication addresses any of
(i) a default or incipient default thereunder, (ii) a waiver or amendment with
respect thereto, or (iii) a prepayment of any amounts thereunder.


 


Documents required to be delivered pursuant
to Section 10.1(a)
or (b) or
Section 10.2(c)
(to the extent any such documents are included in materials otherwise filed
with the Securities and Exchange Commission) may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date on
which the Company posts such documents on the Company’s website on the Internet
at the website address listed on Schedule 10.2; provided that: (i) the


 


16

















 


Company shall deliver paper copies of such
documents to any Holder that requests the Company to deliver such paper copies
until a written request to cease delivering paper copies is given by such
Holder and (ii) the Company shall
notify (which may be by facsimile or electronic mail) each Holder of the
posting of any such documents and, upon request, provide to any requesting
Holder by electronic mail electronic versions (i.e., soft copies) of such
documents.  Notwithstanding
anything contained herein, in every instance the Company shall be required to
provide paper copies of the Compliance Certificates required by Section 10.2(b) to
each of the Holders.


 


10.3                        Notices.


 


The Company shall promptly, and in any event within
five days after a Responsible Officer becoming aware of the existence of any
Default or Event of Default or that any Person has given any notice or taken
any action with respect to a claimed default of the type referred to in Section 14(f), notify each Holder:


 


(a)                                  of
the occurrence of any Default or Event of Default;


 


(b)                                 of
any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including (i) breach or non-performance of, or any
default under, a Contractual Obligation of the Company or any Subsidiary that
has resulted or could reasonably be expected to result in a Material Adverse
Effect; (ii) any dispute, litigation, investigation, proceeding or suspension
between the Company or any Subsidiary and any Governmental Authority that has
resulted or could reasonably be expected to result in a Material Adverse
Effect; or (iii) the commencement of, or any material development in, any
litigation or proceeding affecting the Company or any Subsidiary, including
pursuant to any applicable Environmental Laws that has resulted or could
reasonably be expected to result in a Material Adverse Effect;


 


(c)                                  of
the occurrence of any ERISA Event.


 


Each notice pursuant to this Section 10.3 shall be
accompanied by a statement of a Responsible Officer of the Company setting
forth details of the occurrence referred to therein and stating what action the
Company has taken and proposes to take with respect thereto.  Each notice pursuant to Section 10.3(a) shall
describe with particularity any and all provisions of this Agreement that have
been breached.


 


17

















 


10.4                        Requested
Information.


 


With reasonable promptness, the Company shall
deliver such other data and information relating to the business, operations,
affairs, financial condition, assets or properties of the Company or any of its
Subsidiaries or relating to the ability of the Company to perform its
obligations hereunder and under the Notes as from time to time may be
reasonably requested by any Holder of Notes.


 


10.5                        Inspection.


 


The Company shall permit the representatives of each Holder of Notes
that is an Institutional Investor:


 


(a)                                  No
Default — if no Default or Event of Default then exists, at the expense of
such Holder and upon reasonable prior notice to the Company, to visit the
principal executive office of the Company, to discuss the affairs, finances and
accounts of the Company and its Material Subsidiaries with the Company’s
officers, and (with the consent of the Company, which consent will not be
unreasonably withheld) its independent public accountants, and (with the
consent of the Company, which consent will not be unreasonably withheld) to
visit the other offices and properties of the Company and each Material
Subsidiary, all at such reasonable times and as often as may be reasonably
requested in writing; and


 


(b)                                 Default
— if a Default or Event of Default then exists, at the expense of the Company
to visit and inspect any of the offices or properties of the Company or any
Material Subsidiary, to examine all their respective books of account, records,
reports and other papers, to make copies and extracts therefrom, and to discuss
their respective affairs, finances and accounts with their respective officers
and independent public accountants (and by this provision the Company
authorizes said accountants to discuss the affairs, finances and accounts of
the Company and its Material Subsidiaries), all at such times and as often as
may be requested.


 


11.                               PAYMENT OF THE NOTES.


 


11.1                        Required
Prepayments and Payment at Maturity.


 


(a)                                  With
respect to the Amended 1996 Series A Notes, on July 1, 2004 and on each
July 1 thereafter to and including July 1, 2010, the Company will
prepay $5,454,546 principal amount (or such lesser principal amount as shall
then be outstanding) of the Amended 1996 Series A Notes at par and without
payment of the Make-Whole Amount or any premium.  On July 1, 2011, the Company will pay, and there shall
become due and payable, the entire principal amount of the Amended 1996 Series
A Notes not theretofore prepaid.


 


(b)                                 With
respect to the Amended 1996 Series B Notes, on July 1, 2005 and on each
July 1 thereafter to and including July 1, 2010, the Company will
prepay $3,571,429 principal amount (or such lesser principal amount as shall
then be outstanding) of the Amended 1996 Series B Notes at par and without
payment of the Make-Whole Amount or any premium.  On July 1, 2011, the Company will pay, and there shall
become due and payable, the entire principal amount of the Amended 1996 Series
B Notes not theretofore prepaid.


 


18

















 


(c)                                  With
respect to the Amended 1999 Series A Notes, on August 1, 2004 and on each
August 1 thereafter to and including August l, 2013, the Company will
prepay $4,545,455 principal amount (or such lesser principal amount as shall
then be outstanding) of the Amended 1999 Series A Notes at par and without
payment of the Make-Whole Amount or any premium.  On August 1, 2014, the Company will pay, and there shall
become due and payable, the entire principal amount of the Amended 1999
Series A Notes not theretofore prepaid.


 


(d)                                 With
respect to the Amended 1999 Series B Notes, on August 1, 2009, the Company
will pay, and there shall become due and payable, the entire unpaid principal
amount of the Amended 1999 Series B Notes.


 


(e)                                  With
respect to the Amended 2000 Notes, on February 25, 2004 and on each
February 25th thereafter to and including February 25, 2009, the
Company will prepay $2,142,857.14 principal amount (or such lesser principal
amount as shall then be outstanding) of the Amended 2000 Notes at par and
without payment of the Make-Whole Amount or any premium.  On February 25, 2010, the Company will
pay, and there shall become due and payable, the entire principal amount of the
Amended 2000 Notes not theretofore prepaid.


 


No
prepayment of less than all the Notes of a Series pursuant to Section 11.2 or 11.3
shall relieve the Company of its obligation to make the full amount of each
prepayment with respect to the Notes of each respective Series required by this
Section 11.1.


 


11.2                        Optional
Prepayments with Make-Whole Amount.


 


The Company may, at its option, upon notice as provided below, prepay
at any time all, or from time to time any part of, any Series of Notes (in
integral multiples of $1,000,000), at 100% of the principal amount so prepaid,
plus the Make-Whole Amount determined for the prepayment date with respect to
such principal amount, provided, however, that so long as Amended
1996 Notes or Amended 1999 Notes, as the case may be, of more than one Series
shall remain outstanding, the Company shall not prepay any such Amended 1996
Notes or Amended 1999 Notes, as the case may be, at its option pursuant to this
Section 11.2
unless the principal amount of such Amended 1996 Notes or Amended 1999 Notes,
as the case may be, to be prepaid shall be allocated among all the Series of
Amended 1996 Notes or Amended 1999 Notes, as the case may be, at the time
outstanding on a pro rata basis
(determined by dividing the aggregate principal amount of Amended 1996 Notes or
Amended 1999 Notes, as the case may be, of each such Series by the aggregate
principal amount of all Amended 1996 Notes or Amended 1999 Notes, as the case
may be, outstanding, in each case immediately before giving effect to any such
prepayment).  The Company will give each
Holder of each Series of Notes to be prepaid, as the case may be, written
notice of each optional prepayment under this Section 11.2 not less than 30 days
and not more than 60 days prior to the date fixed for such
prepayment.  Each such notice shall
specify such date, the aggregate principal amount of the Series of Notes, as
the case may be, being prepaid on such date, the principal amount of each such
Note, as the case may be, held by such Holder to be so prepaid (determined in
accordance with this Section and Section 11.4), and the interest to be paid on
the prepayment date with respect to such principal amount being prepaid, and
shall be accompanied by a certificate of a Responsible Officer as to the
estimated Make-Whole Amount due in connection with such prepayment (calculated
as if the date of such notice were the date of the prepayment), setting forth
the details of such computation.  Two


 


19

















 


Business Days
prior to such prepayment, the Company shall deliver to each Holder of each such
Series of Notes to be prepaid, as the case may be, a certificate of a
Responsible Officer specifying the calculation of such Make-Whole Amount as of
the specified prepayment date.


 


11.3                        Prepayment
Upon Certain Asset Sales.


 


The Company shall prepay Notes, as the case may be, of each Holder
thereof which shall have given notice of its election to require such
prepayment in connection with an Asset Sale Offer delivered by the Company as
contemplated by Section 13.10(a),
each such prepayment to be at the price and on the Prepayment Date determined
in accordance with, and otherwise as provided in, Section 13.10.


 


11.4                        Allocation
of Partial Prepayments.


 


In the case of each partial prepayment of the Notes of any Series, the principal
amount of the Notes of such Series to be prepaid shall be allocated among all
of the Notes of such Series at the time outstanding in proportion, as nearly as
practicable, to the respective unpaid principal amounts thereof not theretofore
called for prepayment.  The amount of
each such partial prepayment so allocated to any Note shall be credited against
the remaining required prepayments and final payment of such Note at maturity
in the inverse order of such required prepayments and final payment.


 


11.5                        Maturity;
Surrender, etc.


 


In the case of each prepayment of Notes of any Series pursuant to this Section 11, the
principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment, together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount, if
any.  From and after such date, unless
the Company shall fail to pay such principal amount when so due and payable, together
with the interest and Make-Whole Amount, if any, as aforesaid, interest on such
principal amount shall cease to accrue. 
Any Note paid or prepaid in full shall be surrendered to the Company and
canceled and shall not be reissued, and no Note shall be issued in lieu of any
prepaid principal amount of any Note.


 


11.6                        Purchase
of Notes.


 


The Company will not and will not permit any Affiliate directly or
indirectly controlled by it to purchase, redeem, prepay or otherwise acquire,
directly or indirectly, any of the outstanding Notes except upon the payment or
prepayment of the Notes in accordance with the terms of this Agreement and the
Notes.  The Company will promptly cancel
all Notes acquired by it or any such Affiliate pursuant to any payment, prepayment
or purchase of Notes pursuant to any provision of this Agreement and no Notes
may be issued in substitution or exchange for any such Notes.


 


11.7                        Make-Whole
Amount.


 


The term “Make-Whole Amount”
means, with respect to any Note, an amount equal to the excess, if any, of the
Discounted Value of the Remaining Scheduled Payments with respect


 


20

















 


to the Called
Principal of such Note over the amount of such Called Principal, provided
that the Make-Whole Amount may in no event be less than zero.  For the purposes of determining the
Make-Whole Amount, the following terms have the following meanings:


 


“Called Principal”
means, with respect to any Note, the principal of such Note that is to be
prepaid pursuant to Section 11.2
or has become or is declared to be immediately due and payable pursuant to Section 15.1, as
the context requires.


 


“Discounted Value”
means, with respect to the Called Principal of any Note, the amount obtained by
discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with
respect to such Called Principal, in accordance with accepted financial
practice and at a discount factor (applied on the same periodic basis as that
on which interest on such Note is payable) equal to the Reinvestment Yield with
respect to such Called Principal.


 


“Reinvestment Yield”
means, with respect to the Called Principal of any Note, 0.50% over the yield
to maturity implied by (i) the yields reported, as of 10:00 A.M.  (New York City time) on the second Business
Day preceding the Settlement Date with respect to such Called Principal, on the
display designated as “Gov’t PX” of the Bloomberg Financial Market Services
(or, if not available, such other display as may replace such display on the
Bloomberg Financial Market Services or any other nationally recognized trading
screen reporting on-line intra-day trading in U.S. Treasury securities), for
actively traded U.S. Treasury securities having a maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date, or (ii) if
such yields are not reported as of such time or the yields reported as of such
time are not ascertainable, the Treasury Constant Maturity Series Yields
reported, for the latest day for which such yields have been so reported as of
the second Business Day preceding the Settlement Date with respect to such
Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any
comparable successor publication) for actively traded U.S. Treasury securities
having a constant maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date. 
Such implied yield will be determined, if necessary, by (a) converting
U.S. Treasury bill quotations to bond-equivalent yields in accordance with
accepted financial practice and (b) interpolating linearly between
(1) the actively traded U.S. Treasury security with the duration
closest to and greater than the Remaining Average Life and (2) the
actively traded U.S. Treasury security with the duration closest to and less
than the Remaining Average Life.


 


“Remaining Average Life”
means, with respect to any Called Principal, the number of years (calculated to
the nearest one-twelfth year) obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by multiplying
(a) the principal component of each Remaining Scheduled Payment
with respect to such Called Principal by (b) the number of years
(calculated to the nearest one-twelfth year) that will elapse between the
Settlement Date with respect to such Called Principal and the scheduled due
date of such Remaining Scheduled Payment.


 


“Remaining Scheduled Payments”
means, with respect to the Called Principal of any Note, all payments of such
Called Principal and interest thereon that would be due after the Settlement
Date with respect to such Called Principal if no payment of such Called
Principal


 


21

















 


were made
prior to its scheduled due date, provided that if such Settlement Date
is not a date on which interest payments are due to be made under the terms of
such Note, then the amount of the next succeeding scheduled interest payment
will be reduced by the amount of interest accrued to such Settlement Date and
required to be paid on such Settlement Date pursuant to Section 11.2 or 15.1.


 


“Settlement Date”
means, with respect to the Called Principal of any Note, the date on which such
Called Principal is to be prepaid pursuant to Section 11.2 or has become or is
declared to be immediately due and payable pursuant to Section 15.1, as
the context requires.


 


12.                               AFFIRMATIVE COVENANTS.


 


The Company covenants that so long as any of the Notes is outstanding:


 


12.1                        Compliance
with Law.


 


The Company will and will cause each of its Material Subsidiaries to
comply with all laws, ordinances or governmental rules or regulations to which
each of them is subject, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure
that non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations would
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


 


12.2                        Insurance.


 


The Company will and will cause each of its Material Subsidiaries to
maintain, with financially sound and reputable insurers, insurance with respect
to their respective properties and businesses against such casualties and
contingencies, of such types, on such terms and in such amounts (including
deductibles, co-insurance and self-insurance, if adequate reserves are
maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly
situated.


 


12.3                        Maintenance
of Properties.


 


The Company will and will cause each of its Material Subsidiaries to
maintain and keep, or cause to be maintained and kept, their respective
properties in good repair, working order and condition (other than ordinary
wear and tear and obsolescence), so that the business carried on in connection
therewith may be properly conducted at all times, provided that this
Section shall not prevent the Company or any Material Subsidiary from
discontinuing the operation and the maintenance of any of its properties if
such discontinuance is desirable in the conduct of its business and is not
otherwise prohibited by any of the covenants contained in Section 13.


 


22

















 


12.4                        Payment
of Taxes and Claims.


 


The Company will and will cause each of its Material Subsidiaries to
file all tax returns required to be filed in any jurisdiction (other than where
the failure to file would not reasonably be expected to have a Material Adverse
Effect) and to pay and discharge all taxes shown to be due and payable on such
returns and all other taxes, assessments, governmental charges, or levies
imposed on them or any of their properties, assets, income or franchises, to
the extent such taxes and assessments have become due and payable and before
they have become delinquent and all claims for which sums have become due and
payable that have or might become a Lien on properties or assets of the Company
or any Subsidiary, provided that neither the Company nor any Material
Subsidiary need pay any such tax or assessment or claims if (i) the
amount, applicability or validity thereof is contested by the Company or such
Material Subsidiary on a timely basis in good faith and in appropriate
proceedings, and the Company or a Material Subsidiary has established adequate
reserves therefor in accordance with GAAP on the books of the Company or such
Material Subsidiary or (ii) the nonpayment of all such taxes and
assessments in the aggregate would not reasonably be expected to have a
Material Adverse Effect.


 


12.5                        Corporate
Existence, etc.


 


The Company will at all times preserve and keep in full force and
effect its corporate existence.  Subject
to Sections 13.6
and 13.7,
the Company will at all times preserve and keep in full force and effect the
corporate, limited liability company, partnership or other existence of each of
its Material Subsidiaries (unless merged into or consolidated with the Company
or a wholly-owned Material Subsidiary) and all rights and franchises of the
Company and its Material Subsidiaries unless, in the good faith judgment of the
Company, the termination of or failure to preserve and keep in full force and
effect such corporate existence, right or franchise would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


12.6                        Environmental
Matters.


 


(a)                                  The
Company will, and will cause each of its Material Subsidiaries to, (i) obtain
and maintain in full force and effect all environmental permits that may be
required from time to time under any Environmental Laws applicable to the
Company or any such Material Subsidiary, except to the extent failure to hold
any such environmental permit, in any one case or in the aggregate, has not had
and would not reasonably be expected to have a Material Adverse Effect, and (ii) be
and remain in compliance in all material respects with all terms and conditions
of all such environmental permits and with all other limitations, restrictions,
conditions, standards, prohibitions, requirements, obligations, schedules and
timetables contained in all applicable Environmental Laws, except to the extent
failure to comply therewith in any one case or in the aggregate, has not had
and would not reasonably be expected to have a Material Adverse Effect.


 


(b)                                 The
Company will not, and will not permit any of its Material Subsidiaries to, (i) cause
or allow (A) any Hazardous Material to be present at any time on,
in, under or above the Company Premises or any part thereof or (B) the
Company Premises or any part thereof to be used at any time to manufacture,
generate, refine, process, distribute, use, sell, treat, receive,


 


23

















 


store, dispose of, transport, arrange for transport
of, handle, or be involved in any other activity involving, any Hazardous
Material, or (ii) conduct any such activities described in the
foregoing clause (i)(B) on the Company Premises or anywhere else, except, in
any such case referred to in the foregoing subclauses (i) and (ii), in a manner
that is in compliance in all material respects with all applicable
Environmental Laws and environmental permits and to an extent that would not
have a Material Adverse Effect.


 


12.7                        Books
and Records.


 


The Company will (a) keep proper books of record and
account in which full, true and correct entries will be made of all its
material business dealings and transactions in accordance with GAAP applied on
a consistent basis and (b) maintain a system of accounting
established and administered in accordance with GAAP, and set aside on its
books from its earnings for each fiscal year all proper reserves, accruals and
provisions which, in accordance with GAAP, should be set aside from such
earnings in connection with its business. 
The Company will cause each of its Material Subsidiaries to (X) keep
proper books of record and account in which full, true and correct entries will
be made of all its material business dealings and transactions in accordance
with the generally accepted accounting principles as in effect in the
applicable jurisdiction of operations of such Material Subsidiary applied on a
consistent basis and (Y) maintain a system of accounting
established and administered in accordance with the generally accepted
accounting principles as in effect in the applicable jurisdiction of operations
of such Material Subsidiary, and set aside on its books from its earnings for
each fiscal year all proper reserves, accruals and provisions which, in
accordance with GAAP, should be set aside from such earnings in connection with
its business.


 


12.8                        Maintenance
of Office.


 


Until the principal, Make-Whole Amount, if any, and interest on the
Notes shall have been paid in full to the registered holders thereof, the
Company will maintain its principal office at a location in the United States
of America where notices, presentations and demands in respect of this
Agreement and the Notes may be made upon it, and will notify each Holder of a
Note in writing of any change of location of such office at least 30 days
prior to such change of location.  Such
office shall first be maintained at the address set forth at the head of this
Agreement.


 


12.9                        Certain
Future Subsidiaries to Become Subsidiary Guarantors; Release of Subsidiary
Guarantors.


 


(a)                                  The
Company will notify each of the Holders at the time that any Person becomes a
Material Subsidiary or any Person is acquired or created and after such
acquisition or creation constitutes a Material Subsidiary or if any Person
becomes a guarantor under the Credit Agreement, and promptly thereafter (and in
any event within 30 days of such notice), cause such Person to become a
Subsidiary Guarantor by executing and delivering to the Holders a Guaranty
Joinder Agreement, together with such resolutions, certificates and opinions
regarding the authorization and binding effect of such Subsidiary Guaranty as
the Required Holders may reasonably require.


 


24

















 


(b)                                 No
Subsidiary which is party to a Subsidiary Guaranty may be released from its
obligations thereunder without the express prior written approval of the
Holders, provided that, (i) if all of the capital stock of any such
Subsidiary shall be sold or otherwise disposed of by the Company and its other
Subsidiaries (including by merger or consolidation) as otherwise permitted by
and in accordance with the terms of this Agreement or (ii) in the event any
Subsidiary ceases to be a guarantor under the terms of the Credit Agreement and
no longer guaranties any obligations of the Company thereunder, then, with
respect to both clauses (i) and (ii), such Subsidiary shall automatically be
discharged and released from the Subsidiary Guaranty to which it is a party
without any further action by any Holder, effective as of the date of such
sale, disposition or cessation; provided, however, with respect to clause (ii)
above, the Company shall provide notice of such release to each Holder within
thirty (30) days of such release.


 


13.                               NEGATIVE COVENANTS.


 


The Company covenants that, so long as any of the Notes is outstanding:


 


13.1                        Maintenance
of Certain Financial Conditions.


 


The Company will not:


 


(a)                                  Consolidated
Net Worth.  Permit Consolidated Net
Worth at any time to be less than the sum of (a) $1,000,000,000 plus (b)
an amount equal to 50% of the Consolidated Net Income earned in each full
fiscal quarter ending after the Amendment Effective Date (with no deduction for
a net loss in any such fiscal quarter).


 


(b)                                 Consolidated
Interest Coverage Ratio.  Permit the
Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the
Company to be less than 2.25 to 1.00.


 


(c)                                  Consolidated
Leverage Ratio.  Permit the
Consolidated Leverage Ratio as of the end of any fiscal quarter of the Company
to be greater than the ratio set forth below opposite such fiscal quarter:


 




	
  Fiscal Quarter of the

  Borrower ending closest to:

  	
   

  	
  Maximum
  Consolidated

  Leverage Ratio

  	
   

  
	
  December 31,
  2003;

  March 31, 2004;

  June 30, 2004;

  September 30, 2004;

  December 31, 2004; and

  March 31, 2005

  	
   

  	
  3.50 to 1.00

  	
   

  
	
  June 30, 2005 and thereafter

  	
   

  	
  3.25 to 1.00

  	
   

  






 


25

















 


With
respect to any Acquisition consummated after the Amendment Effective Date the
following shall apply:


 


(i)                                     commencing
on the first fiscal quarter end of the Company next following the date of each
Acquisition, for each of the next four periods of four fiscal quarters of the
Company, Adjusted Consolidated EBITDA or Consolidated EBITDA, as applicable,
with respect to the Consolidated Leverage Ratio and the Consolidated Interest
Coverage Ratio shall include the results of operations of the Person or assets
so acquired on a historical pro forma basis, and which amounts may include such
adjustments as in each case are reasonable under GAAP;


 


(ii)                                  commencing
on the first fiscal quarter end of the Company next following the date of each
Acquisition, for each of the next four periods of four fiscal quarters of the
Company, Consolidated Interest Charges as a component of Consolidated EBITDA
with respect to the Consolidated Leverage Ratio shall include the results of
operations of the Person or assets so acquired, which amounts shall be
determined on a historical pro forma basis; provided, however,
Consolidated Interest Charges shall be adjusted on a historical pro forma basis
to (i) eliminate interest expense accrued during such period on any
Indebtedness repaid in connection with such Acquisition and (ii) include
interest expense on any Indebtedness (including Indebtedness hereunder)
incurred, acquired or assumed in connection with such Acquisition (“Incremental
Debt”) calculated (A) as if all such Incremental Debt had been incurred as
of the first day of such Four-Quarter Period and (B) at the following interest
rates: (I) for all periods subsequent to the date of the Acquisition and for
Incremental Debt assumed or acquired in the Acquisition and in effect prior to
the date of Acquisition, at the actual rates of interest applicable thereto,
and (II) for all periods prior to the actual incurrence of such Incremental
Debt, equal to the rate of interest actually applicable to such Incremental
Debt hereunder or under other financing documents applicable thereto as at the
end of each affected period of such four fiscal quarters, as the case may be.


 


13.2                        Limitation
on Indebtedness.


 


The Company will not, and will not permit any Subsidiary to, directly
or indirectly, create, assume, guarantee, incur or otherwise become directly or
indirectly liable in respect of any Indebtedness, except:


 


(a)                                  Indebtedness
under  the Notes;


 


(b)                                 Indebtedness
under the Credit Agreement, the Public Notes and other Indebtedness outstanding
on the Amendment Effective Date to the extent such Indebtedness is either
listed on Schedule
13.2  or the maximum
principal amount thereof is less than $2,000,000;


 


(c)                                  Guarantees
of the Company or any Subsidiary in respect of Indebtedness otherwise permitted
hereunder of the Company or any wholly-owned Subsidiary;


 


26

















 


(d)                                 obligations
(contingent or otherwise) of the Company or any Subsidiary existing or arising
under any Swap Contract, provided that (i) such obligations are (or
were) entered into by such Person in the ordinary course of business for the
purpose of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person,
or changes in the value of securities issued by such Person, and not for
purposes of speculation or taking a “market view;” and (ii) such Swap Contract
does not contain any provision exonerating the non-defaulting party from its
obligation to make payments on outstanding transactions to the defaulting
party;


 


(e)                                  Indebtedness
in respect of capital leases, Synthetic Lease Obligations and purchase money
obligations for fixed or capital assets within the limitations set forth in Section 13.3(j);


 


(f)                                    Indebtedness
of the Company or any Subsidiary in connection with Investments permitted by Section 13.5(c) or (j);


 


(g)                                 other
Indebtedness, including Indebtedness arising in connection with any Permitted
Receivables Purchase Facility, that either is (i) secured by Liens on assets of
the Company or any of its Subsidiaries or (ii) the material terms of which are
more restrictive than the terms of this Agreement, so long as the aggregate
principal amount of all such Indebtedness described in (i) and (ii) above does
not exceed at any time the greater of $300,000,000 and 20% of Consolidated Net
Worth;


 


(h)                                 other
unsecured Indebtedness of the Company or any of its Subsidiaries so long as (i)
no Default has occurred and is continuing, or would result (on a pro forma
basis) from the incurrence of such Indebtedness, and (ii) the material terms
thereof are either (A) in the case of Indebtedness of the Company or one of its
Domestic Subsidiaries, no more restrictive than the terms of this Agreement, or
(B) in the case of Indebtedness of a Subsidiary of the Company that is not a
Domestic Subsidiary, no more restrictive as applied to the Company and its
Domestic Subsidiaries than the terms of this Agreement; and


 


(i)                                     any
Subsidiary may become and remain liable in respect of Indebtedness of such
Subsidiary to the Company or to a wholly-owned Subsidiary, and the Company may
become and remain liable in respect of Indebtedness of the Company to any
wholly-owned Subsidiary.


 


13.3                        Limitation
on Liens.


 


The Company will not, and will not permit any Subsidiary to, create or
incur, or suffer to be incurred or to exist, any Lien on its or their property
or assets, whether now owned or hereafter acquired, or upon any income or
profits therefrom, or transfer any property for the purpose of subjecting the
same to the payment of obligations in priority to the payment of its or their
general creditors, or acquire or agree to acquire, or permit any Subsidiary to
acquire, any property or assets pursuant to conditional sales agreements or
other title retention devices, except:


 


(a)                                  Liens
in respect of (x) Indebtedness arising under the Credit Agreement or the Public
Notes or (y) the obligations and liabilities of the Company or any of its
Subsidiaries


 


27

















 


owing to any Lender or Affiliate thereof under the
Credit Agreement in respect of Swap Contracts, so long as the Notes are at
least equally and ratably secured with the Company’s obligations under such
Indebtedness;


 


(b)                                 Liens
existing on the Amendment Effective Date and listed on Schedule 13.3 and any
renewals or extensions thereof, provided that the property covered
thereby is not increased and any renewal or extension of the obligations
secured or benefited thereby is permitted by Section 13.2(b);


 


(c)                                  Liens
for taxes, fees, assessments or other governmental charges not yet delinquent
or which are being contested in good faith and by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained
on the books of the applicable Person in accordance with GAAP;


 


(d)                                 carriers’,
warehousemen’s, landlords’, mechanics’, materialmen’s, repairmen’s or other
like Liens arising in the ordinary course of business which are not overdue for
a period of more than 30 days or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person;


 


(e)                                  pledges
or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation,
other than any Lien imposed by ERISA;


 


(f)                                    deposits
to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety bonds (other than bonds related to
judgments or litigation), performance bonds and other obligations of a like
nature incurred in the ordinary course of business;


 


(g)                                 easements,
rights-of-way, restrictions and other similar encumbrances affecting real
property which, in the aggregate, are not substantial in amount, and which do
not in any case materially detract from the value of the property subject thereto
or materially interfere with the ordinary conduct of the business of the
applicable Person;


 


(h)                                 Liens
securing judgments for the payment of money not constituting an Event of
Default or securing appeal or other surety bonds related to such judgments;


 


(i)                                     Liens
arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights and remedies as to deposit
accounts or other funds maintained with a creditor depository institution; provided
that (i) such deposit account is not a dedicated cash collateral account and is
not subject to restrictions against access by the Company or any applicable
Subsidiary in excess of those set forth by regulations promulgated by the
Federal Reserve Boared and (ii) such deposit account is not intended by the
Company or any applicable Subsidiary to provide collateral to the depository
institution; and


 


28

















 


(j)                                     Liens
securing Indebtedness permitted under Section 13.2(e); provided that (i)
such Liens do not at any time encumber any property, other than the property
financed by such Indebtedness, any equity interests in any Special Purpose
Finance Subsidiary formed for the purpose of such financing to the extent
required by any capital asset or financing transaction to which such Special
Purpose Finance Subsidiary is party and the proceeds thereof, and (ii) the
Indebtedness secured thereby does not exceed the cost or fair market value,
whichever is lower, of the property being acquired on the date of acquisition;
and


 


(k)                                  Liens
securing Indebtedness permitted under Sections 13.2(g).


 


13.4                        [Reserved].


 


13.5                        Investments.


 


The Company will not, and will not permit any
Subsidiary to, make any Investments, other than:


 


(a)                                  Investments
held by the Company or such Subsidiary in the form of cash equivalents or
short-term marketable debt securities in the ordinary course of business
pursuant to the Company’s usual and customary cash management policies and
procedures;


 


(b)                                 advances
to officers, directors and employees of the Company and Subsidiaries made in
accordance with the Company’s usual and customary practice with respect thereto
for travel, entertainment, relocation and analogous ordinary business purposes;


 


(c)                                  Investments
of (i) the Company in any Subsidiary Guarantor, (ii) any Subsidiary in the
Company or in a Subsidiary Guarantor, or (iii) any Subsidiary that is not a
Subsidiary Guarantor in any other Subsidiary that is not a Subsidiary
Guarantor;


 


(d)                                 Investments
consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course
of business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss;


 


(e)                                  Guarantees
permitted by Section
13.2;


 


(f)                                    Investments
constituting noncash consideration received in connection with a Disposition
permitted by Section
13.7;


 


(g)                                 Investments
existing on the Amendment Effective Date and, with respect to any such
Investment in an amount in excess of $10,000,000, set forth on Schedule 13.5;


 


(h)                                 Investments
resulting from the transfer of Permitted Receivables and related assets to a
Subsidiary, and the sale thereof by such Subsidiary, in each case pursuant to a
Permitted Receivables Purchase Facility;


 


(i)                                     Investments
incurred in order to consummate an Acquisition so long as (i) the Person to be
(or whose assets are to be) acquired does not oppose such Acquisition, (ii) the


 


29

















 


line or lines of business of the Person to be acquired
are a Permitted Business, (iii) no Default or Event of Default shall have
occurred and be continuing either immediately prior to or immediately after
giving effect to such Acquisition, and (iv) such Acquisition is undertaken in
accordance with all applicable Laws and regulatory approvals; and


 


(j)                                     other
Investments, including Investments of the Company or any Subsidiary Guarantor
in Subsidiaries that are not Subsidiary Guarantors, in an aggregate amount at
any time outstanding not to exceed 10% of Consolidated Total Assets after
giving effect to such Investments.


 


13.6                        Fundamental
Changes.


 


The Company will not, and will not permit any
Subsidiary to, directly or indirectly merge, dissolve, liquidate, consolidate
with or into another Person, or Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default or Event of Default exists or would result therefrom:


 


(a)                                  any
Subsidiary may merge with (i) the Company, provided that the Company
shall be the continuing or surviving Person, or (ii) any one or more other
Subsidiaries, provided that when any Subsidiary Guarantor is merging
with another Subsidiary, the Subsidiary Guarantor shall be the continuing or
surviving Person;


 


(b)                                 any
Subsidiary may Dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided
that if the transferor in such a transaction is a Subsidiary Guarantor, then
the transferee must either be the Company or a Subsidiary Guarantor;


 


(c)                                  the
Company or any Subsidiary may make a Disposition permitted by Section 13.7; and


 


(d)                                 the
Company or any Subsidiary may merge with any Person so long as (i) (A) the
Company or such Subsidiary is the continuing or surviving entity or (B) in the
case of a merger with a Subsidiary, the acquired Person is, as a result of the
transaction, a wholly-owned direct or indirect Subsidiary of the Company and,
if applicable, complies with Section 12.9, and (ii) immediately prior to and after
giving effect to any such merger, no Default or Event of Default shall have
occurred and be continuing.


 


13.7                        Dispositions.


 


The Company will not, and will not permit any
Subsidiary to, directly or indirectly make any Disposition or enter into any
agreement to make any Disposition, except:


 


(a)                                  Dispositions
in the ordinary course of business of (i) inventory, (ii) used, worn-out,
obsolete or surplus equipment, or (iii) defaulted receivables, in each case
whether now owned or hereafter acquired;


 


30

















 


(b)                                 Dispositions
of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities
permitted by Section
13.2(g);


 


(c)                                  Dispositions
of equipment or real property to the extent that (i) such property is exchanged
for credit against the purchase price of similar replacement property or (ii)
the proceeds of such Disposition are reasonably promptly applied to the
purchase price of such replacement property;


 


(d)                                 Dispositions
of property by any Subsidiary to the Company or to another Subsidiary, provided
that if the transferor of such property is a Subsidiary Guarantor then the
transferee thereof must either be the Company or a Subsidiary Guarantor; provided,
further, that, notwithstanding the foregoing, any Subsidiary that is a
Subsidiary Guarantor may make a Disposition of equipment in the ordinary course
of business to a Subsidiary that is not a Subsidiary Guarantor so long as the
net book value of the equipment transferred in any single transaction (or a
series of related transactions) does not exceed $10,000,000;


 


(e)                                  Dispositions
permitted by Section
13.6;


 


(f)                                    the
sale of cash or cash equivalents and other short-term marketable debt
securities in the ordinary course of business pursuant to the Company’s usual
and customary cash management policies and procedures;


 


(g)                                 the
lease or sublease of property of the Company or any of its Subsidiaries to
other Persons in the ordinary course of business;


 


(h)                                 any
Disposition of assets or stock of any of the Non-Core Subsidiaries, so long as
(with respect to each such Disposition) such Disposition is for fair market
value and no Default of Event of Default exists or would exist immediately
prior to or after giving pro forma effect to each such Disposition; and


 


(i)                                     Dispositions
by the Company and its Subsidiaries not otherwise permitted under this Section 13.7; provided
that at the time of such Disposition, no Default shall exist or would result
from such Disposition and the aggregate book value of all property Disposed of
in reliance on this clause (i) on a cumulative basis from the Amendment
Effective Date shall not in the aggregate exceed 10% of Consolidated Total
Assets as of the end of the fiscal quarter immediately preceding the date of
determination; and


 


(j)                                     any
Disposition by the Company and its Subsidiaries constituting a sale of assets
not otherwise permitted under this Section 13.7 (an “Asset Sale”) so long as the net proceeds of any such Asset
Sale shall, within 180 days of such Asset Sale, be applied (or irrevocably
committed to be applied) in their entirety by the Company or such Subsidiary
(x) to the purchase of Alternative Assets, and/or (y) to the repayment of Term
Indebtedness on a permanent basis pursuant to an offer made proportionately to
all holders of Term Indebtedness  in
compliance with Section
13.10;


 


provided,
however, that any Disposition pursuant to clauses (a) through (j) shall
be for fair market value.


 


31

















 


13.8                        Transactions
with Affiliates.


 


The Company will not and will not permit any Subsidiary to enter into,
be a party to, assume or suffer to exist, directly or indirectly, any
transaction or arrangement or group of related transactions of any kind with
any Affiliate of the Company, whether or not in the ordinary course of
business, other than on fair and reasonable terms substantially as favorable to
the Company or such Subsidiary as would be obtainable by the Company or such
Subsidiary at the time in a comparable arm’s length transaction with a Person
other than an Affiliate, provided that the foregoing restriction shall
not apply to transactions between or among the Company and any of its
Subsidiaries or between and among any Subsidiaries.


 


13.9                        Nature
of Business.


 


The Company will not, and will not permit any of its Subsidiaries to,
engage in any material line of business substantially different from and not
reasonably related, complementary or incidental to those lines of business
conducted by the Company and its Subsidiaries on the Amendment Effective Date.


 


13.10                 Prepayment
of Notes Upon Certain Asset Sales.


 


(a)                                  In
the event that the Company or any Subsidiary has completed an Asset Sale and
intends to apply all or any portion of the net proceeds of such Asset Sale to
the repayment of Term Indebtedness of the Company as contemplated by Section 13.7(k),
the Company shall give written notice of an offer of prepayment to each holder
of Term Indebtedness (the “Asset Sale Offer”),
which Asset Sale Offer shall set forth (i) the net proceeds received from
such Asset Sale, and the portion thereof which the Company intends to apply to
the prepayment of Term Indebtedness (the “Prepayment
Proceeds”), and (ii) such holder’s Pro Rata Share (as
defined below) of such Prepayment Proceeds (determined by multiplying such
holder’s Pro Rata Share by such Prepayment Proceeds), and shall state that the
Company irrevocably offers to prepay, on a date (the “Prepayment Date”) specified in such Asset Sale Offer (which
shall be not more than 30 nor less than 20 days after the date of such
Asset Sale Offer), a principal amount of Term Indebtedness then held by such
holder in an amount equal to such holder’s Pro Rata Share of such Prepayment
Proceeds, such prepayment to be at a price equal to 100% of such principal
amount, together with interest accrued thereon to the Prepayment Date, without
premium, upon the written acceptance of such offer by such holder delivered to
the Company at least 5 days prior to the Prepayment Date.


 


As used in this Section 13.10(a),
the “Pro Rata Share” of any holder
of Term Indebtedness as of any date of determination shall mean the percentage
(rounded to the nearest one-hundredth of one percent) obtained by dividing (a) the
aggregate principal amount of all Term Indebtedness held by such holder at the
time outstanding by (b) the aggregate principal amount of all Term
Indebtedness at the time outstanding (in each case before giving effect to any
prepayment of any thereof).


 


(b)                                 There
shall become due and payable, and the Company shall prepay, on the Prepayment
Date specified in any Asset Sale Offer, the principal amount of Term
Indebtedness of each holder which has accepted such Asset Sale Offer which is
specified for


 


32

















 


prepayment in such Asset Sale Offer, together with
interest accrued thereon to the Prepayment Date, without premium.


 


14.                               EVENTS OF DEFAULT.


 


An “Event of Default”
shall exist if any of the following conditions or events shall occur and be
continuing (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or come about or be effected by operation of law or
judicial or governmental or administrative action or otherwise):


 


(a)                                  the
Company defaults in the payment of any principal or Make-Whole Amount, if any,
on any Note when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration or otherwise; or


 


(b)                                 the
Company defaults in the payment of any interest on any Note for more than five
Business Days after the same becomes due and payable; or


 


(c)                                  the
Company defaults in the performance of or compliance with any term contained in
Sections 13.1
through 13.9; or


 


(d)                                 the
Company defaults in the performance of or compliance with any term contained
herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 14) and
such default is not remedied within 30 days after the earlier of (i) a
Responsible Officer obtaining actual knowledge of such default and (ii) the
Company receiving written notice of such default from any holder of a Note (any
such written notice to be identified as a “notice of default” and to refer
specifically to this paragraph (d) of Section 14); or


 


(e)                                  any
representation or warranty made in writing by or on behalf of the Company or by
any officer of the Company in this Agreement or in any writing furnished in
connection with the transactions contemplated hereby proves to have been false
or incorrect in any material respect on the date as of which made, or any
representation or warranty made in writing by or on behalf of any Subsidiary
Guarantor or by any officer of any Subsidiary Guarantor in any Subsidiary
Guaranty or in any writing furnished in connection with the transactions
contemplated thereby proves to have been false or incorrect in any material
respect on the date as of which made; or


 


(f)                                    (i)
The Company or any Subsidiary (A) fails to make any payment when due (whether
by scheduled maturity, required prepayment, acceleration, demand, or otherwise)
in respect of (x) any Indebtedness or Guarantee (other than Indebtedness
hereunder) having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than $50,000,000, (y) any of
the Public Notes or (z) the Credit Agreement (collectively, the Indebtedness
and Guarantees described in (x), (y) and (z) are referred to as the “Cross Default Indebtedness”), or (B) fails
to observe or perform any other agreement or condition relating to any such
Cross Default Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event occurs, the effect
of which default or other event is to cause, or to permit the holder or holders
(or beneficiary or beneficiaries in the case of a Guarantee) of any such Cross
Default Indebtedness (or a trustee or agent on behalf of such


 


33

















 


holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Cross Default Indebtedness
to be demanded or to become due or to be repurchased, prepaid, defeased or
redeemed (automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem such Cross Default Indebtedness to be made, prior to its
stated maturity, or such Guarantee to become payable or cash collateral in
respect thereof to be demanded; or (ii) there occurs under any Swap Contract an
Early Termination Date (as defined in such Swap Contract) resulting from (A)
any event of default under such Swap Contract as to which the Company or any
Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B)
any Termination Event (as so defined) under such Swap Contract as to which the
Company or any Subsidiary is an Affected Party (as so defined) and, in either
event, the Swap Termination Value owed by the Company or such Subsidiary as a
result thereof is greater than $50,000,000; or


 


(g)                                 the
Company or any Subsidiary (i) is generally not paying, or admits in
writing its inability to pay, its debts as they become due, (ii) files,
or consents by answer or otherwise to the filing against it of, a petition for
relief or reorganization or arrangement or any other petition in bankruptcy,
for liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other similar law of any jurisdiction, (iii) makes
an assignment for the benefit of its creditors, (iv) consents to
the appointment of a custodian, receiver, trustee or other officer with similar
powers with respect to it or with respect to any substantial part of its
property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes
corporate action for the purpose of any of the foregoing; or


 


(h)                                 a
court or governmental authority of competent jurisdiction enters an order
appointing, without consent by the Company or any of its Subsidiaries, a
custodian, receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial part of its property, or constituting
an order for relief or approving a petition for relief or reorganization or any
other petition in bankruptcy or for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution,
winding-up or liquidation of the Company or any of its Subsidiaries, or any
such petition shall be filed against the Company or any of its Subsidiaries and
such petition shall not be dismissed within 60 days; or


 


(i)                                     a
final judgment or judgments for the payment of money aggregating in excess of
$50,000,000 are rendered against one or more of the Company or any Subsidiary
and which judgments are not, within 60 days after entry thereof, bonded,
discharged or stayed pending appeal, or are not discharged within 60 days
after the expiration of such stay; or


 


(j)                                     (i)
An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan
which has resulted or could reasonably be expected to result in liability of
the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or
the PBGC in an aggregate amount in excess of $50,000,000, (ii) the Company or
any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an
aggregate amount in excess of $50,000,000, or (iii) the aggregate amount of
Unfunded Pension Liabilities among all Pension Plans at any time exceeds
$100,000,000; or


 


34

















 


(k)                                  default
shall be made by any Subsidiary Guarantor in the due performance or observance
of any covenant, provision or agreement contained in the Subsidiary Guaranty to
which it is a party beyond any applicable notice, grace or cure period
contained therein, or a Subsidiary Guaranty, at any time and for any reason
shall not be or shall cease to be valid and binding on and enforceable against
the Subsidiary Guarantor party thereto (other than as a result of the operation
of Section 12.9(b)), or
any Subsidiary Guarantor shall contest or deny the validity or enforceability
of the Subsidiary Guaranty to which it is a party or shall disaffirm or
repudiate any of its obligations thereunder.


 


15.                               REMEDIES ON DEFAULT, ETC.


 


15.1                        Acceleration.


 


(a)                                  If
an Event of Default with respect to the Company described in paragraph (g)
or (h) of Section 14
(other than an Event of Default described in clause (i) of paragraph (g) or
described in clause (vi) of paragraph (g) by virtue of the fact that such
clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes
then outstanding shall automatically become immediately due and payable.


 


(b)                                 If
any other Event of Default has occurred and is continuing, any Holder or
Holders of more than 33 1/3% in principal amount of the Amended 1996 Notes, 40%
in principal amount of the Amended 1999 Notes or 40% in principal amount of the
Amended 2000 Notes, as the case may be, at the time outstanding, without regard
to Series, may at any time at its or their option, by notice or notices to the
Company, declare all such Amended 1996 Notes, Amended 1999 Notes or Amended
2000 Notes, as the case may be, then outstanding to be immediately due and
payable.


 


(c)                                  If
any Event of Default described in paragraph (a) or (b) of Section 14 has
occurred and is continuing, any holder or holders of Notes at the time
outstanding affected by such Event of Default may at any time, at its or their
option, by notice or notices to the Company, declare all the Notes held by it
or them to be immediately due and payable.


 


Upon any Notes becoming due and payable under this Section 15.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all
accrued and unpaid interest thereon and (y) the Make-Whole Amount
determined in respect of such principal amount (to the full extent permitted by
applicable law), shall all be immediately due and payable, in each and every
case without presentment, demand, protest or further notice, all of which are
hereby waived.  The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the
Company (except as herein specifically provided for) and that the provision for
payment of a Make-Whole Amount by the Company in the event that the Notes are
prepaid or are accelerated as a result of an Event of Default, is intended to
provide compensation for the deprivation of such right under such
circumstances.


 


15.2                        Other
Remedies.


 


If any Event of Default has occurred and is continuing, and
irrespective of whether any Notes have become or have been declared immediately
due and payable under Section 15.1,
the


 


35

















 


holder of any
Note at the time outstanding may proceed to protect and enforce the rights of
such holder by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein or in any Note, or for an injunction against a violation of any of the
terms hereof or thereof, or in aid of the exercise of any power granted hereby
or thereby or by law or otherwise.


 


15.3                        Rescission.


 


At any time after any Notes have been declared due and payable pursuant
to clause (b) of Section 15.1,
the holders of not less than 66 2/3% in principal amount of the Amended 1996
Notes then outstanding, 61% in principal amount of the Amended 1999 Notes then
outstanding, or 61% in principal amount of the Amended 2000 Notes then
outstanding, as the case may be,  without regard to Series, by written
notice to the Company, may rescind and annul any such declaration and its
consequences if (a) the Company has paid all overdue interest on
the Amended 1996 Notes, Amended 1999 Notes or Amended 2000 Notes, as the case
may be, all principal of and Make-Whole Amount, if any, on the Amended 1996
Notes, Amended 1999 Notes or Amended 2000 Notes, as the case may be, that are
due and payable and are unpaid other than by reason of such declaration, and
all interest on such overdue principal and Make-Whole Amount, if any, and (to
the extent permitted by applicable law) any overdue interest in respect of the
Amended 1996 Notes, Amended 1999 Notes or Amended 2000 Notes, as the case may
be, at the applicable Default Rate, (b) all Events of Default and
Defaults, other than nonpayment of amounts that have become due solely by
reason of such declaration, have been cured or have been waived pursuant to Section 20, and
(c) no judgment or decree has been entered for the payment of any
monies due pursuant hereto or to the Amended 1996 Notes, Amended 1999 Notes or
Amended 2000 Notes, as the case may be. 
No rescission and annulment under this Section 15.3 will extend to or
affect any subsequent Event of Default or Default or impair any right
consequent thereon.


 


15.4                        No
Waivers or Election of Remedies, Expenses, etc.


 


No course of dealing and no delay on the part of any holder of any Note
in exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder’s rights, powers or remedies.  No right, power or remedy conferred by this
Agreement or by any Note upon any holder thereof shall be exclusive of any
other right, power or remedy referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise.  Without limiting the obligations of the Company under Section 18, the
Company will pay to the holder of each Note on demand such further amount as
shall be sufficient to cover all costs and expenses of such holder incurred in
any enforcement or collection under this Section 15, including, without
limitation, reasonable attorneys’ fees, expenses and disbursements.


 


16.                               REGISTRATION; EXCHANGE; SUBSTITUTION OF AMENDED
NOTES.


 


16.1                        Registration
of Notes.


 


The Company shall keep at its principal executive office a register for
the registration and registration of transfers of Notes.  The name and address of each Holder of one
or more Notes, each transfer thereof and the name and address of each
transferee of one or more Notes shall be


 


36

















 


registered in
such register.  Prior to due presentment
for registration of transfer, the Person in whose name any Note shall be
registered shall be deemed and treated as the owner and Holder thereof for all
purposes hereof, and the Company shall not be affected by any notice or
knowledge to the contrary.  The Company
shall give to any Holder of a Note that is an Institutional Investor promptly
upon request therefor, a complete and correct copy of the names and addresses
of all registered Holders of Notes.


 


16.2                        Transfer
and Exchange of Notes.


 


(a)                                  Upon
surrender of any Note at the principal executive office of the Company for
registration of transfer or exchange (and in the case of a surrender for
registration of transfer, duly endorsed or accompanied by a written instrument
of transfer duly executed by the registered Holder of such Note or his attorney
duly authorized in writing and accompanied by the address for notices of each
transferee of such Note or part thereof), the Company shall execute and
deliver, at the Company’s expense (except as provided below), one or more new
Notes (as requested by the Holder thereof) in exchange therefor, of the same
Series and in an aggregate principal amount equal to the unpaid principal
amount of the surrendered Note.  Each
such new Note shall be payable to such Person as such Holder may request and
shall be substantially in the form of the applicable Note set forth in Exhibits 1-A through 1-E.  Each such new Note shall be dated and bear
interest from the date to which interest shall have been paid on the
surrendered Note or dated the date of the surrendered Note if no interest shall
have been paid thereon.  The Company may
require payment of a sum sufficient to cover any stamp tax or governmental
charge imposed in respect of any such transfer of Notes.  Notes shall not be transferred in
denominations of less than $1,000,000, provided that if necessary to
enable the registration of transfer by a holder of its entire holding of Notes,
one Note may be in a denomination of less than $1,000,000.


 


(b)                                 No
Holder shall transfer any Note unless the transferee thereof first (i) 
provides the Company with a written representation either that it is not
acquiring its interest in such Note with the assets of any plan (or its related
trust) as defined in Section 4975(e) of the Code or of any employee
benefit plan (or its related trust) as defined in Section 3(3) of ERISA or
that such transfer will not constitute a prohibited transaction (within the
meaning of Section 4975(c)(1)(A) through (D) of the Code and
Section 406(a) of ERISA) for which an exemption is not available (a “Prohibited Transaction”) or (ii) at the
election of the transferee, provides the Company with such information as is
reasonably sufficient to enable the Company to determine that such transfer
will not constitute a Prohibited Transaction (as so defined) involving the
Company; provided that, if the transferee elects the procedure described
in clause (ii) above, no such transfer shall be made if the Company, not
later than ten Business Days after the information required by such clause (ii)
was received by it, has reasonably determined (y) that the proposed transfer
will constitute a Prohibited Transaction (as so defined) involving the Company
and has notified the Holder intending to transfer such Note and the intended
transferee in writing of such determination along with a reasonable description
of the reason therefor or (z) that it requires further information which is
available to the intended transferee (and not to the Company) before it can
reasonably determine whether the proposed transfer will constitute such a
Prohibited Transaction and has notified the Holder intending to transfer such
Note and the intended transferee in writing of such determination along with a
listing of such additional information that it requires to make such a
determination (which notice


 


37

















 


provided pursuant to this clause (z) may be given only
once with respect to any proposed transfer and shall serve merely to extend,
until five Business Days from the date such additional information is received
by the Company, the time period during which the Company may provide the notice
required by clause (y) above and shall not, of itself, prohibit the
effectiveness of any proposed transfer of any Note).  The Company shall, in any case where a proposed transferee
provides the Company with the information required by clause (ii) of the
immediately preceding sentence and the Company does not issue the notice
prescribed by clause (y) of such sentence, deliver to the proposed transferee,
not later than the latest date such notice could have been delivered pursuant
to the immediately preceding sentence, a certificate stating that the proposed
transfer will not involve a Prohibited Transaction.


 


(c)                                  Each
Holder (whether an original Holder under this Agreement or a Holder as a result
of a transfer pursuant to this Section 16.2) hereby agrees that, upon becoming a
Holder, it shall be automatically bound by the terms of the New Intercreditor
Agreement.


 


16.3                        Replacement
of Notes.


 


Upon receipt by the Company of evidence reasonably satisfactory to it
of the ownership of and the loss, theft, destruction or mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor, notice from
such Institutional Investor of such ownership and such loss, theft, destruction
or mutilation), and


 


(a)                                  in
the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided that if the Holder of such Note is, or is a nominee for, an
original Holder or another Holder of a Note with a minimum net worth of at
least $50,000,000, such Person’s own unsecured agreement of indemnity shall be
deemed to be satisfactory), or


 


(b)                                 in
the case of mutilation, upon surrender and cancellation thereof,


 


the
Company at its own expense shall execute and deliver, in lieu thereof, a new
Note, dated and bearing interest from the date to which interest shall have
been paid on such lost, stolen, destroyed or mutilated Note or dated the date
of such lost, stolen, destroyed or mutilated Note if no interest shall have
been paid thereon.


 


17.                               PAYMENTS ON NOTES.


 


17.1                        Place
of Payment.


 


Subject to Section 17.2,
payments of principal, Make-Whole Amount, if any, and interest becoming due and
payable on the Notes shall be made in New York, New York at the principal
office of Morgan Guaranty Trust Company of New York in such jurisdiction.  The Company may at any time, by notice to
each Holder of a Note, change the place of payment of the Notes so long as such
place of payment shall be either the principal office of the Company in such
jurisdiction or the principal office of a bank or trust company in such
jurisdiction.


 


38

















 


17.2                        Home
Office Payment.


 


So long as you or your nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 17.1 or in such Note to the
contrary, the Company will pay all sums becoming due on such Note for
principal, Make-Whole Amount, if any, and interest by the method and at the
address specified for such purpose below your name in Schedule A, or
by such other method or at such other address as you shall have from time to
time specified to the Company in writing for such purpose, without the
presentation or surrender of such Note or the making of any notation thereon,
except that upon written request of the Company made concurrently with or
reasonably promptly after payment or prepayment in full of any Note, you shall
surrender such Note for cancellation, reasonably promptly after any such
request, to the Company at its principal executive office or at the place of
payment most recently designated by the Company pursuant to Section 17.1.  Prior to any sale or other disposition of
any Note held by you or your nominee you will, at your election, either endorse
thereon the amount of principal paid thereon and the last date to which
interest has been paid thereon or surrender such Note to the Company in
exchange for a new Note or Notes pursuant to Section 16.2.  The Company will afford the benefits of this
Section 17.2
to any Institutional Investor that is the direct or indirect transferee of any
Note purchased by you under this Agreement and that has made the same agreement
relating to such Note as you have made in this Section 17.2.


 


18.                               EXPENSES, ETC.


 


18.1                        Transaction
Expenses.


 


Whether or not the transactions contemplated hereby are consummated,
the Company will pay all costs and expenses (including reasonable attorneys’
fees of internal or special counsel and, if reasonably required, local or other
counsel) incurred by you and each Other Holder or Holder of a Note in
connection with such transactions and in connection with any amendments,
waivers or consents under or in respect of this Agreement or the Notes or any
Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes
effective), including, without limitation: 
(a) the costs and expenses incurred in enforcing or
defending (or determining whether or how to enforce or defend) any rights under
this Agreement or the Notes or any Subsidiary Guaranty, or in responding to any
subpoena or other legal process or informal investigative demand issued in
connection with this Agreement or the Notes or any Subsidiary Guaranty or by
reason of being a Holder of any Note (other than any such subpoena, legal process
or other investigative demand relating solely to such Holder’s business
activities or the regulation thereof by any applicable Governmental Authority),
and (b) the costs and expenses, including financial advisors’ fees,
incurred in connection with the insolvency or bankruptcy of the Company or any
Subsidiary or in connection with any work-out or restructuring of the
transactions contemplated hereby and by the Notes and by any Subsidiary
Guaranty.  The Company will pay, and
will save you and each other Holder of a Note harmless from, all claims in
respect of any fees, costs or expenses if any, of brokers and finders (other
than those retained by you).


 


39

















 


18.2                        Survival.


 


The obligations of the Company under this Section 18 will survive the payment
or transfer of any Note, the enforcement, amendment or waiver of any provision
of this Agreement or the Notes, and the termination of this Agreement.


 


19.                               SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
AGREEMENT.


 


All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the transfer by you of
any Note or portion thereof or interest therein and the payment of any Note,
and may be relied upon by any subsequent Holder of a Note, regardless of any
investigation made at any time by or on behalf of you or any other Holder of a
Note.  All statements contained in any
certificate or other instrument delivered by or on behalf of the Company
pursuant to this Agreement shall be deemed representations and warranties of
the Company under this Agreement. 
Subject to the preceding sentence, this Agreement and the Notes embody
the entire agreement and understanding between you and the Company and
supersede all prior agreements and understandings relating to the subject
matter hereof.


 


20.                               AMENDMENT AND WAIVER


 


20.1                        Requirements.


 


This Agreement and the Notes may be amended, and the observance of any
term hereof or of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Company and the
Required Holders, as the case may be, except that (a) no amendment
or waiver of any of the provisions of Section 4, 5, 6, 7, 8, 9 or 24 hereof, or any
defined term (as it is used therein), will be effective as to you unless
consented to by you in writing, and (b) no such amendment or waiver
may, without the written consent of the Holder of each Note at the time
outstanding affected thereby, (i) subject to the provisions of Section 15
relating to acceleration or rescission, change the amount or time of any
prepayment or payment of principal of, or reduce the rate or change the time of
payment or method of computation of interest or of the Make-Whole Amount on,
the Notes, (ii) change the percentage of the principal amount of
the Notes the Holders of which are required to consent to any such amendment or
waiver, or (iii) amend any of Sections 11, 14(a), 14(b), 15 or 20.


 


20.2                        Solicitation
of Holders of Notes.


 


(a)                                  Solicitation.  The Company will provide each Holder of the
Notes (irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such Holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes.  The Company
will deliver executed or true and correct copies of each amendment, waiver or
consent effected pursuant to the provisions of this Section 20 to
each Holder of outstanding Notes promptly following the date on which it is
executed and delivered by, or receives the consent or approval of, the
requisite Holders of Notes.


 


40

















 


(b)                                 Payment.  The Company will not directly or indirectly
pay or cause to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, or grant any security, to any Holder of
Notes as consideration for or as an inducement to the entering into by any
Holder of Notes or any waiver or amendment of any of the terms and provisions
hereof unless such remuneration is concurrently paid, or security is
concurrently granted, on the same terms, ratably to each Holder of Notes then outstanding
even if such Holder did not consent to such waiver or amendment.


 


20.3                        Binding
Effect, etc.


 


Any amendment or waiver consented to as provided in this Section 20
applies equally to all Holders of Notes and is binding upon them and upon each
future Holder of any Note and upon the Company without regard to whether such
Note has been marked to indicate such amendment or waiver.  No such amendment or waiver will extend to
or affect any obligation, covenant, agreement, Default or Event of Default not expressly
amended or waived or impair any right consequent thereon.  No course of dealing between the Company and
the Holder of any Note nor any delay in exercising any rights hereunder or
under any Note shall operate as a waiver of any rights of any Holder of such
Note.  As used herein, the term “this Agreement” and references thereto
shall mean this Agreement as it may from time to time be amended or
supplemented.


 


20.4                        Notes
held by Company, etc.


 


Solely for the purpose of determining whether the Holders of the
requisite percentage of the aggregate principal amount of Notes then
outstanding approved or consented to any amendment, waiver or consent to be
given under this Agreement or the Notes, or have directed the taking of any
action provided herein or in the Notes to be taken upon the direction of the
Holders of a specified percentage of the aggregate principal amount of Notes
then outstanding, Notes directly or indirectly owned by the Company or any of
its Affiliates shall be deemed not to be outstanding.


 


21.                               NOTICES.


 


All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day
sends a confirming copy of such notice by a recognized overnight delivery
service (charges prepaid) or (b) by registered or certified mail
with return receipt requested (postage prepaid), or (c) by a
recognized overnight delivery service (with charges prepaid).  Any such notice must be sent:


 


(i)                                     if
to you or your nominee, to you or it at the address specified for such
communications in Schedule A, or at such other address as you or it shall
have specified to the Company in writing,


 


(ii)                                  if
to any other Holder of any Note, to such Holder at such address as such other
Holder shall have specified to the Company in writing, or


 


(iii)                               if
to the Company, to the Company at its address set forth at the beginning hereof
to the attention of its Vice President and Treasurer, or at such


 


41

















 


other address as the Company shall have specified to
the Holder of each Note in writing.


 


Notices under this Section 21 will
be deemed given only when actually received.


 


22.                               REPRODUCTION OF DOCUMENTS.


 


This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may
hereafter be executed, (b) documents received by you at the Closing
(except the Notes themselves), and (c) financial statements,
certificates and other information previously or hereafter furnished to you,
may be reproduced by you by any photographic, photostatic, microfilm,
microcard, miniature photographic or other similar process and you may destroy
any original document so reproduced. 
The Company agrees and stipulates that, to the extent permitted by
applicable law, any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding (whether or not
the original is in existence and whether or not such reproduction was made by
you in the regular course of business) and any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.  This Section 22 shall
not prohibit the Company or any other Holder of Notes from contesting any such
reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.


 


23.                               CONFIDENTIAL INFORMATION.


 


For the
purposes of this Section 23,
“Confidential Information” means
information delivered to you by or on behalf of the Company or any Subsidiary
in connection with the transactions contemplated by or otherwise pursuant to
this Agreement that is proprietary in nature and that was clearly marked or
labeled or otherwise adequately identified when received by you as being
confidential information of the Company or such Subsidiary, provided
that such term does not include information that (a) was publicly known
or otherwise known to you prior to the time of such disclosure, (b)
subsequently becomes publicly known through no act or omission by you or any
person acting on your behalf, (c) otherwise becomes known to you other
than through disclosure by the Company or any Subsidiary or (d)
constitutes financial statements delivered to you under Section 10.1
that are otherwise publicly available. 
You will maintain the confidentiality of such Confidential Information
in accordance with procedures adopted by you in good faith to protect
confidential information of third parties delivered to you, provided
that you may deliver or disclose Confidential Information to (i) your
directors, officers, employees, agents, trustees, attorneys and affiliates (to
the extent such disclosure reasonably relates to the administration of the
investment represented by your Notes), (ii) your financial advisors
and other professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 23, (iii) any
other Holder of any Note, (iv) any Institutional Investor to which
you sell or offer to sell such Note or any part thereof or any participation
therein (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this Section 23), (v) any
Person from which you offer to purchase any security of the Company (if such
Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 23), (vi) any
federal or state regulatory authority having jurisdiction over you, (vii) the


 


42

















 


National Association of Insurance Commissioners or any similar
organization, or any nationally recognized rating agency that requires access
to information about your investment portfolio or (viii) any other
Person to which such delivery or disclosure may be necessary or appropriate (w) to
effect compliance with any law, rule, regulation or order applicable to you, (x) in
response to any subpoena or other legal process, (y) in connection
with any litigation to which you are a party or (z) if an Event of
Default has occurred and is continuing, to the extent you may reasonably
determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under your Notes
and this Agreement; provided, that with respect to any disclosure under
clause (viii) (x) or (y) of this sentence, the Holder shall use commercially
reasonable efforts to notify the Company (unless such notification is
prohibited by any of the terms of such subpoena or other legal process) of the
proposed disclosure before such disclosure is made to reasonably afford the
Company the opportunity to seek to prevent such disclosure.  Each Holder of a Note, by its acceptance of
a Note, will be deemed to have agreed to be bound by and to be entitled to the
benefits of this Section 23
as though it were a party to this Agreement. 
On reasonable request by the Company in connection with the delivery to
any Holder of a Note of information required to be delivered to such Holder
under this Agreement or requested by such Holder (other than a Holder that is a
party to this Agreement or its nominee), such Holder will enter into an
agreement with the Company embodying the provisions of this Section 23.  Notwithstanding
anything to the contrary set forth herein or in any other written or oral
understanding or agreement to which the parties hereto are parties or by which
they are bound, the parties acknowledge and agree that (i) any obligations of
confidentiality contained herein and therein do not apply and have not applied
from the commencement of discussions between the parties to the tax treatment
and tax structure of the Notes (and any related transactions or arrangements), and
(ii) each party (and each of its employees, representatives, or other agents)
may disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure of the Notes and all materials of any kind
(including opinions or other tax analyses) that are provided to such party
relating to such tax treatment and tax structure, all within the meaning of
Treasury Regulations Section 1.6011-4.


 


24.                               SUBSTITUTION OF HOLDER.


 


You shall have the right at or prior to the Closing to substitute any
one of your Affiliates as the Holder of the Notes to be issued at such Closing,
by written notice to the Company, which notice shall be signed by both you and
such Affiliate, shall contain such Affiliate’s agreement to be bound by this
Agreement and shall contain a confirmation by such Affiliate of the accuracy
with respect to it of the representations set forth in Section 9.  Upon receipt of such notice, wherever the
word “you” is used in this Agreement (other than in this Section 24),
such word shall be deemed to refer to such Affiliate in lieu of you.  In the event that such Affiliate is so
substituted as a Holder hereunder and such Affiliate thereafter transfers to
you all of the Notes then held by such Affiliate, upon receipt by the Company
of notice of such transfer, wherever the word “you” is used in this Agreement
(other than in this Section 24),
such word shall no longer be deemed to refer to such Affiliate, but shall refer
to you, and you shall have all the rights of an original holder of the Notes
under this Agreement.


 


43

















 


25.                               MISCELLANEOUS.


 


25.1                        Successors
and Assigns.


 


All covenants and other agreements contained in this Agreement by or on
behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any
subsequent holder of a Note) whether so expressed or not.


 


25.2                        Payments
Due on Non-Business Days.


 


Anything in this Agreement or the Notes to the contrary notwithstanding,
any payment of principal of or Make-Whole Amount or interest on any Note that
is due on a date other than a Business Day shall be made on the next succeeding
Business Day without including the additional days elapsed in the computation
of the interest payable on such next succeeding Business Day.


 


25.3                        Severability.


 


Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.


 


25.4                        Construction.


 


Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant
contained herein, so that compliance with any one covenant shall not (absent
such an express contrary provision) be deemed to excuse compliance with any
other covenant.  Where any provision
herein refers to action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person.


 


25.5                        Counterparts.


 


This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one
instrument.  Each counterpart may
consist of a number of copies hereof, each signed by less than all, but
together signed by all, of the parties hereto.


 


25.6                        Governing
Law.


 


This Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of New
York excluding choice-of-law principles of the law of such state that would
require the application of the laws of a jurisdiction other than such state.


 


[Signature Page Follows]


 


44

















 


If you are in agreement with the foregoing,
please sign the form of agreement on the accompanying counterpart of this
Agreement and return it to the Company, whereupon the foregoing shall become a
binding agreement between you and the Company.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  PRECISION
  CASTPARTS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey
  A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:
   Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:
     Treasurer

  	
   

  



 


1

















 


The foregoing is hereby agreed
to as of the date thereof.


 


CONNECTICUT GENERAL LIFE INSURANCE
COMPANY


 


	
  By:

  	
  CIGNA
  Investments, Inc. (authorized agent)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald
  F. Rieger, Jr.

  	
   

  
	
   

  	
   

  	
  Name:
   Donald F. Rieger, Jr.

  	
   

  
	
   

  	
   

  	
  Title:
     Managing Partner

  	
   

  



 


2

















 


The foregoing is hereby agreed
to as of the date thereof.


 


LIFE INSURANCE COMPANY OF NORTH
AMERICA


 


	
  By:

  	
  CIGNA
  Investments, Inc. (authorized agent)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald
  F. Rieger, Jr.

  	
   

  
	
   

  	
   

  	
  Name:
   Donald F. Rieger, Jr.

  	
   

  
	
   

  	
   

  	
  Title:
     Managing Partner

  	
   

  



 


3

















 


The foregoing is hereby agreed to as of the date thereof.


 


THE NORTHWESTERN MUTUAL LIFE
INSURANCE


COMPANY


 


 


	
  By:

  	
  /s/ Jeffery
  J. Lueken

  	
   

  
	
   

  	
   

  	
  Name:
   Jeffery J. Lueken

  
	
   

  	
   

  	
  Title:   Its
  Authorized Representative

  
				



 


4

















 


The foregoing is hereby agreed
to as of the date thereof.


 


THE NORTHWESTERN MUTUAL LIFE
INSURANCE

COMPANY, for its Group Annuity Separate Account


 


 


	
  By:

  	
  /s/ Jeffery
  J. Lueken

  	
   

  
	
   

  	
   

  	
  Name:
   Jeffery J. Lueken

  
	
   

  	
   

  	
  Title:   Its
  Authorized Representative

  
				



 


5

















 


The foregoing is hereby agreed to as of the date thereof.


 


TEACHERS INSURANCE AND ANNUITY

ASSOCIATION OF AMERICA


 


 


	
  By:

  	
  /s/ Estelle
  Simsolo

  	
   

  
	
   

  	
   

  	
  Name:
   Estelle Simsolo

  
	
   

  	
   

  	
  Title:
     Director-Private Placements

  
				



 


6

















 


The foregoing is hereby agreed to as of the date thereof.


 


MASSACHUSETTS MUTUAL LIFE
INSURANCE

COMPANY


 


 


	
  By:

  	
  David L.
  Babson & Company Inc. as Investment Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Elisabeth A. Perenick

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
   Elisabeth A. Perenick

  
	
   

  	
   

  	
   

  	
  Title:
     Managing Director

  
					



 


7

















 


The foregoing is hereby agreed
to as of the date thereof.


 


C.M. LIFE INSURANCE COMPANY


 


 


	
  By:

  	
  David L.
  Babson & Company Inc. as Investment Sub-Adviser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Elisabeth A. Perenick

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
   Elisabeth A. Perenick

  
	
   

  	
   

  	
   

  	
  Title:
     Managing Director

  
					



 


8

















 


The foregoing is hereby agreed
to as of the date thereof.


 


FORETHOUGHT LIFE INSURANCE
COMPANY


 


 


	
  By:

  	
  /s/ Ronald
  J. Marek

  	
   

  
	
   

  	
   

  	
  Name: Ronald
  J. Marek

  
	
   

  	
   

  	
  Title:   Vice
  President & Chief Investment Officer

  
				



 


9

















 


The foregoing is hereby agreed to as of the date thereof.


 


HARTFORD LIFE INSURANCE COMPANY

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY and

HARTFORD UNDERWRITERS INSURANCE COMPANY


 


 


	
  By:

  	
  Hartford
  Investment Services, Inc.,

  
	
   

  	
  Their Agent
  and Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  C. Leimbach

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
   Daniel C. Leimbach

  
	
   

  	
   

  	
   

  	
  Title:
     Vice President

  
					



 


10

















 


The foregoing is hereby agreed to as of the date thereof.


 


ENSIGN PEAK ADVISORS, INC.


 


 


	
  By:

  	
  /s/ Roger G.
  Clarke

  	
   

  
	
   

  	
   

  	
  Name: Roger
  G. Clarke

  
	
   

  	
   

  	
  Title:   President

  
				



 


11

















 


SCHEDULE
A


 


INFORMATION RELATING TO HOLDERS


 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES

  TO BE ISSUED TO HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

  	
   

  	
  $9,000,000.00 of 7.75% Amended 1999 Series B Senior Notes due 2009

  
	
   

  	
   

  	
   

  
	
  (1)  All payments on or in
  respect of the Notes shall be made by wire transfer of immediately available
  funds, setting forth the name of the issuer of the Notes, the full title
  (including the coupon rate, final maturity date and series) of the Notes, a
  reference to the applicable PPN and the due date and application (as among
  principal, premium and interest) of the payment being made, to:

  	
   

  	
  $20,000,000.00 of 7.70% Amended 1996 Series B Senior Notes due 2011

  
	
   

  	
   

  	
   

  
	
  Deutsche Bank Trust Company Americas

  14 Wall Street

  4th Floor

  New York, NY10005

  ABA# 02l001033

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For the account of:  The Northwestern Mutual Life Insurance
  Company, Account No. 00-000-027

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)                        All
  notices with respect to confirmation of payments on account of the Notes
  shall be delivered or mailed to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Northwestern Mutual Life Insurance Company

  720 East Wisconsin Avenue

  Milwaukee, WI  53202

  Attention:  Investment Operations

  Fax:  414-665-5714

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES

  TO BE ISSUED TO HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  (3)                        All
  other communications shall be delivered or mailed to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Northwestern Mutual Life Insurance Company

  720 East Wisconsin Avenue

  Milwaukee, WI53202

  Attention:  Securities Department

  Fax:  414-665-7124

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notes are to be registered in the name of “The Northwestern Mutual
  Life Insurance Company”.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tax Identification No.: 39-0509570

  	
   

  	
   

  



 


2

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES

  TO BE ISSUED TO HOLDER ON AMENDMENT EFFECTIVE DATE

  	 

	
  THE NORTHWESTERN MUTUAL LIFE INSURANCE
  COMPANY For its Group Annuity Separate Account

  	
   

  	
  $1,000,000.00
  of 7.75% Amended 1999 Series B Senior Notes due 2009

  
	
   

  	
   

  	
   

  
	
  (1)                                  All
  payments on or in respect of the Notes shall be made by wire transfer of
  immediately available funds, setting forth the name of the issuer of the
  Notes, the full title (including the coupon rate, final maturity date and
  series) of the Notes, a reference to the applicable PPN and the due date and
  application (as among principal, premium and interest) of the payment being
  made, to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Deutsche Bank Trust Company Americas

  14 Wall Street

  4th Floor New York, NY10005

  ABA# 02l001033

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For the account of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Northwestern Mutual Life Insurance
  Company for its Group Annuity Separate Account Account No. 50-233-339

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)                        All
  notices with respect to confirmation of payments on account of the Notes
  shall be delivered or mailed to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Northwestern Mutual Life Insurance
  Company

  for its Group Annuity Separate Account

  720 East Wisconsin Avenue

  Milwaukee, WI53202

  Attention:  Investment Operations

  Fax:  414-665-5714

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (3)                                  All other
  communications shall be delivered or mailed to:

  	
   

  	
   

  



 


3

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES

  TO BE ISSUED TO HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
   

  	
   

  	
   

  
	
  The Northwestern Mutual Life Insurance Company

  720 East Wisconsin Avenue

  Milwaukee, WI53202

  Attention:  Securities Department

  Fax:  414-665-7124

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notes are to be registered in the name of “The Northwestern Mutual
  Life Insurance Company for its Group Annuity Separate Account”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tax Identification No.: 39-0509570

  	
   

  	
   

  



 


4

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES

  TO BE ISSUED TO HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  FORETHOUGHT LIFE INSURANCE COMPANY

  	
   

  	
  $5,000,000.00
  of 7.85% Amended 1999 Series A Senior Notes due 2014

  
	
   

  	
   

  	
   

  
	
  Notice
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Forethought
  Life Insurance Company

  	
   

  	
   

  
	
  The
  Forethought Center

  	
   

  	
   

  
	
  Batesville,
  IN 47006

  	
   

  	
   

  
	
  Attention:
  Investments

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Wire
  Instructions:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DTC Eligible Securities

  	
   

  	
   

  
	
  DTC Participant # 0997

  	
   

  	
   

  
	
  Agent Bank ID # 20997

  	
   

  	
   

  
	
  Ref: 
  Forethought Life General/3N1A

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  All Fed Securities

  	
   

  	
   

  
	
  ABA # 011000028

  	
   

  	
   

  
	
  Boston Federal Reserve Bank

  	
   

  	
   

  
	
  State St Bos/SPEC/3N1A

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  All Cash Wires

  	
   

  	
   

  
	
  ABA # 011000028

  	
   

  	
   

  
	
  State Street Bank and Trust Co.

  	
   

  	
   

  
	
  DDA A/C # 2462-2243

  	
   

  	
   

  
	
  Ref:  Forethought Life General/3N1A

  	
   

  	
   

  



 


5

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES

  TO BE ISSUED TO HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

  	
   

  	
  $8,200,000.00
  of 7.85% Amended 1999 Series A Senior Notes due 2014

  
	
   

  	
   

  	
  $4,363,638.00
  of 7.88% Amended 1996 Series A Senior Notes due 2011

  
	
  Payments

  	
   

  	
  $10,181,822.00 of 7.88% Amended 1996 Series A Senior Notes due 2011

  
	
   

  	
   

  	
   

  
	
  All payments on account of the Note shall be made by crediting in the
  form of bank wire transfer of Federal or other immediately available funds,
  (identifying each payment as [insert
  name of issuer and description of Note] interest and principal), to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Citibank, N.A.

  	
   

  	
   

  
	
  New York, NY

  	
   

  	
   

  
	
  ABA No. 021000089

  	
   

  	
   

  
	
  For MassMutual Pension Management

  	
   

  	
   

  
	
  Account No. 30510538

  	
   

  	
   

  
	
  Re: Description of security, cusip, principal and interest split

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With telephone advice of payment to the Securities Custody and
  Collection Department of David L. Babson & Company Inc. at (413) 226-1803
  or (413) 226-1839

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notices

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.  Send Communications and
  Notices to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Massachusetts Mutual Life Insurance Company

  	
   

  	
   

  
	
  c/o David L. Babson & Company Inc.

  	
   

  	
   

  
	
  1500 Main Street, Suite 2800

  	
   

  	
   

  
	
  Springfield, MA  01115

  	
   

  	
   

  
	
  Attn:  Securities Investment
  Division

  	
   

  	
   

  



 


6

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES

  TO BE ISSUED TO HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
   

  	
   

  	
   

  
	
  2.  Send Notices on Payments
  to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Massachusetts Mutual Life Insurance Company

  	
   

  	
   

  
	
  c/o David L. Babson & Company Inc.

  	
   

  	
   

  
	
  1500 Main Street, Suite 800

  	
   

  	
   

  
	
  Springfield, MA  01115

  	
   

  	
   

  
	
  Attn:  

  	
  Securities Custody and

  Collection Department

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tax Identification No.  04-1590850

  	
   

  	
   

  
				



 


7

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES

  TO BE ISSUED TO HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  C.M. LIFE INSURANCE COMPANY

  	
   

  	
  $1,800,000.00 of 7.85% Amended 1999 Series A Senior Notes due 2014

  
	
   

  	
   

  	
   

  
	
  Payments

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  All payments on account of the Note shall be made by crediting in the
  form of bank wire transfer of Federal or other immediately available funds,
  (identifying each payment as [insert
  name of issuer and description of Note] interest and principal), to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Citibank, N.A.

  	
   

  	
   

  
	
  New York, NY

  	
   

  	
   

  
	
  ABA No. 021000089

  	
   

  	
   

  
	
  For CM Life Segment 43 - Universal Life

  	
   

  	
   

  
	
  Account No. 30510546

  	
   

  	
   

  
	
  Re: Description of security, cusip, principal and interest split

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With telephone advice of payment to the Securities Custody and Collection
  Department of David L. Babson & Company Inc. at (413) 226-1839 or
  (413) 226-1803

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notices

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.  Send Communications and
  Notices to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  C. M. Life Insurance Company

  	
   

  	
   

  
	
  c/o David L. Babson & Company Inc.

  	
   

  	
   

  
	
  1500 Main Street, Suite 2800

  	
   

  	
   

  
	
  Springfield, MA  01115

  	
   

  	
   

  
	
  Attn:  Securities Investment
  Division

  	
   

  	
   

  



 


8

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES

  TO BE ISSUED TO HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
   

  	
   

  	
   

  
	
  2.  Send Notices on Payments
  to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  C. M. Life Insurance Company

  	
   

  	
   

  
	
  c/o David L. Babson & Company Inc.

  	
   

  	
   

  
	
  1500 Main Street, Suite 800

  	
   

  	
   

  
	
  Springfield, MA  01115

  	
   

  	
   

  
	
  Attn:

  	
  Securities Custody and Collection

  	
   

  	
   

  
	
   

  	
  Department

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tax Identification No.   06-1041383

  	
   

  	
   

  



 


9

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES

  TO BE ISSUED TO HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  ENSIGN PEAK ADVISORS, INC.

  	
   

  	
  $10,000,000.00 of 7.75% Amended 1999 Series B Senior Notes due 2009

  
	
   

  	
   

  	
   

  
	
  Notice
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Ensign Peak
  Advisors, Inc.

  	
   

  	
   

  
	
  50 East
  North Temple Street

  	
   

  	
   

  
	
  Salt Lake
  City, UT 84150

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Wiring
  Instructions:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Zions First National Bank

  	
   

  	
   

  
	
  Salt Lake City, UT

  	
   

  	
   

  
	
  ABA 124000054

  	
   

  	
   

  
	
  Further Credit: Acct #01-20001-3/ Ensign Peak Advisors

  	
   

  	
   

  



 


10

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES TO BE ISSUED TO

  HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  CONNECTICUT GENERAL LIFE INSURANCE COMPANY

  	
   

  	
  $7,200,000.00
  of 7.85% Amended 1999 Series A Senior Notes due 2014

  
	
   

  	
   

  	
   

  
	
  Name in
  Which Instrument is to be Registered: 
  CIG & Co.

  	
   

  	
  $3,126,624.96
  of 7.85% Amended 1999 Series A Senior Notes due 2014

  
	
   

  	
   

  	
   

  
	
  Payment on
  Account of Instruments:

  	
   

  	
  $4,673,375.04
  of 7.85% Amended 1999 Series A Senior Notes due 2014

  
	
   

  	
   

  	
   

  
	
  By Federal Funds Wire Transfer to:

  	
   

  	
  $3,000,000.00
  of 8.37% Amended 2000 Senior Notes due 2010

  
	
   

  	
   

  	
   

  
	
  J.P. Morgan Chase Bank

  	
   

  	
  $4,400,000.00
  of 8.37% Amended 2000 Senior Notes due 2010

  
	
  BNF=CIGNA Private Placements/ AC=9009001802

  	
   

  	
   

  
	
  ABA # 021000021

  	
   

  	
  $3,200,000.00
  of 8.37% Amended 2000 Senior Notes due 2010

  
	
   

  	
   

  	
   

  
	
  Accompanying
  Information:

  	
   

  	
  $1,000,000.00
  of 8.37% Amended 2000 Senior Notes due 2010

  
	
   

  	
   

  	
   

  
	
  OBI=[name of company; description of security; interest rate,
  maturity date; PPN; due date and application (as among principal, premium and
  interest of the payment being made); contact name and phone.]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for
  Notices Related to Payments:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CIG & Co.

  	
   

  	
   

  
	
  c/o CIGNA Investments, Inc.

  	
   

  	
   

  
	
  Attention: 
  Securities Processing, H05P

  	
   

  	
   

  
	
  280 Trumbull Street

  	
   

  	
   

  
	
  Hartford CT 06103

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CIG & Co.

  	
   

  	
   

  
	
  c/o CIGNA Retirement & Investment
  Services

  	
   

  	
   

  
	
  Attention: Private and Alternative
  Investments, H16B

  	
   

  	
   

  
	
  280 Trumbull Street

  	
   

  	
   

  
	
  Hartford CT 06103

  	
   

  	
   

  
	
  Fax: 860-534-7203

  	
   

  	
   

  



 


1

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES TO BE ISSUED TO

  HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  With a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  J.P. Morgan Chase Bank

  	
   

  	
   

  
	
  14201 Dallas Parkway, 13th Floor

  	
   

  	
   

  
	
  Dallas TX 75254

  	
   

  	
   

  
	
  Attention: Heather Frisina

  	
   

  	
   

  
	
  Mail Code 300-116

  	
   

  	
   

  
	
  FAX: 469-477-1904

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for
  All Other Notices:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CIG & Co.

  	
   

  	
   

  
	
  c/o CIGNA Retirement & Investment
  Services

  	
   

  	
   

  
	
  Attention: Private and Alternative
  Investments, H16B

  	
   

  	
   

  
	
  280 Trumbull Street

  	
   

  	
   

  
	
  Hartford, Connecticut 06103

  	
   

  	
   

  
	
  FAX: 860-534-7203

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tax
  Identification Number:  13-3574027
  (for CIG & Co.)

  	
   

  	
   

  



 


2

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES TO BE ISSUED TO

  HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  LIFE INSURANCE COMPANY OF NORTH AMERICA

  	
   

  	
  $3,400,000.00
  of 8.37% Amended 2000 Senior Notes due 2010

  
	
   

  	
   

  	
   

  
	
  Name in
  Which Instrument is to be Registered: 
  CIG & Co.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Payment on
  Account of Instruments:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By Federal Funds Wire Transfer to

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  J.P. Morgan Chase Bank

  	
   

  	
   

  
	
  BNF=CIGNA Private Placements/ AC=9009001802

  	
   

  	
   

  
	
  ABA # 021000021

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accompanying
  Information:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OBI=[name of company; description of security; interest rate,
  maturity date; PPN; due date and application (as among principal, premium and
  interest of the payment being made); contact name and phone.]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for
  Notices Related to Payments:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CIG & Co.

  	
   

  	
   

  
	
  c/o CIGNA Investments, Inc.

  	
   

  	
   

  
	
  Attention: 
  Securities Processing, H05P

  	
   

  	
   

  
	
  280 Trumbull Street

  	
   

  	
   

  
	
  Hartford CT 06103

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CIG & Co.

  	
   

  	
   

  
	
  c/o CIGNA Retirement & Investment
  Services

  	
   

  	
   

  
	
  Attention: Private and Alternative
  Investments, H16B

  	
   

  	
   

  
	
  280 Trumbull Street

  	
   

  	
   

  
	
  Hartford CT 06103

  	
   

  	
   

  
	
  Fax: 860-534-7203

  	
   

  	
   

  



 


3

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES TO BE ISSUED TO

  HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  J.P. Morgan Chase Bank

  	
   

  	
   

  
	
  14201 Dallas Parkway, 13th Floor

  	
   

  	
   

  
	
  Dallas TX 75254

  	
   

  	
   

  
	
  Attention: Heather Frisina

  	
   

  	
   

  
	
  Mail Code 300-116

  	
   

  	
   

  
	
  FAX: 469-477-1904

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for
  All Other Notices:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CIG & Co.

  	
   

  	
   

  
	
  c/o CIGNA Retirement & Investment Services

  	
   

  	
   

  
	
  Attention: Private and Alternative Investments, H16B

  	
   

  	
   

  
	
  280 Trumbull Street

  	
   

  	
   

  
	
  Hartford, Connecticut 06103

  	
   

  	
   

  
	
  FAX: 860-534-7203

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tax
  Identification Number:  13-3574027
  (for CIG & Co.)

  	
   

  	
   

  



 


4

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES TO BE ISSUED TO

  HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  HARTFORD UNDERWRITERS INSURANCE COMPANY

  	
   

  	
  $5,000,000.00
  of 7.75% Amended 1999 Series B Senior Notes due 2009

  
	
   

  	
   

  	
   

  
	
  Taxpayer
  ID#: 06-1222527

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (1)                                  All
  payments by wire transfer of immediately available funds to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JP Morgan Chase

  	
   

  	
   

  
	
  4 New York Plaza

  	
   

  	
   

  
	
  New York  New York 10004

  	
   

  	
   

  
	
  Bank ABA No. 021000021

  	
   

  	
   

  
	
  Chase NYC/Cust

  	
   

  	
   

  
	
  A/C #900-9-000200 for F/C/T G06266-HUN

  	
   

  	
   

  
	
  Attn: Bond Interest/Principal – Precision
  Castparts

  	
   

  	
   

  
	
  Corp., 7.75%
  Amended 1999 Series B Notes Senior Notes

  	
   

  	
   

  
	
  Due 2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PPN
  #            
  Prin
  $                    Int
  $                    

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With
  sufficient information to identify the source and application of such funds.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)                                  All
  notices of payments and written confirmations of such wire transfers:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Hartford Investment Management Company

  	
   

  	
   

  
	
  C/o Portfolio Support

  	
   

  	
   

  
	
  P.O. Box 1744

  	
   

  	
   

  
	
  Hartford, Connecticut 06144-1744

  	
   

  	
   

  
	
  Telefacsimile: (860) 297-8875/8876

  	
   

  	
   

  



 


5

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES TO BE ISSUED TO

  HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
   

  	
   

  	
   

  
	
  (3)                                  All
  other communications:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Hartford Investment Management Company

  	
   

  	
   

  
	
  C/o Investment Department-Private
  Placements

  	
   

  	
   

  
	
  P.O. Box 1744

  	
   

  	
   

  
	
  Hartford, Connecticut 06144-1744

  	
   

  	
   

  
	
  Telefacsimile: (860) 297-8884

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (4)                                  Physical
  Delivery of Notes:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JP Morgan Chase

  	
   

  	
   

  
	
  North American Insurance

  	
   

  	
   

  
	
  3 Chase MetroTech Center - 5th
  Floor South

  	
   

  	
   

  
	
  Brooklyn, New York 11245

  	
   

  	
   

  
	
  Attn: Bettye Carrera

  	
   

  	
   

  
	
  Custody Account Number: G06266-HUN must
  appear on outside of envelope

  	
   

  	
   

  



 


6

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES TO BE ISSUED TO

  HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  HARTFORD LIFE INSURANCE COMPANY

  	
   

  	
  $5,000,000.00
  of 7.75% Amended 1999 Series B Senior Notes due 2009

  
	
   

  	
   

  	
   

  
	
  Taxpayer
  I.D. Number: 06-0974148

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (1)                                  All
  payments by wire transfer of immediately available funds to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JP Morgan Chase

  	
   

  	
   

  
	
  4 New York Plaza

  	
   

  	
   

  
	
  New York  New York 10004

  	
   

  	
   

  
	
  Bank ABA No. 021000021

  	
   

  	
   

  
	
  Chase NYC/Cust

  	
   

  	
   

  
	
  A/C # 900-9-000200 for F/C/T G06609-LCA

  	
   

  	
   

  
	
  Attn: Bond Interest/Principal – Precision Castparts

  	
   

  	
   

  
	
  Corp., 7.75%
  Amended 1999 Series B Notes Senior

  	
   

  	
   

  
	
  Notes Due
  2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PPN
  #              
  Prin
  $              Int.
  $              

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With
  sufficient information to identify the source and application of such funds.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)                                  All
  notices of payments and written confirmations of such wire transfers:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Hartford Investment Management Company

  	
   

  	
   

  
	
  C/o Portfolio Support

  	
   

  	
   

  
	
  P.O. Box 1744

  	
   

  	
   

  
	
  Hartford, Connecticut 06144-1744

  	
   

  	
   

  
	
  Telefacsimile: (860) 297-8875/8876

  	
   

  	
   

  



 


7

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES TO BE ISSUED TO

  HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
   

  	
   

  	
   

  
	
  (3)                                  All
  other communications:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Hartford Investment Management Company

  	
   

  	
   

  
	
  C/o Investment Department-Private Placements

  	
   

  	
   

  
	
  P.O. Box 1744

  	
   

  	
   

  
	
  Hartford, Connecticut 06144-1744

  	
   

  	
   

  
	
  Telefacsimile: (860) 297-8884

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (4)                                  Physical
  Delivery of Notes:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JP Morgan Chase

  	
   

  	
   

  
	
  North America Insurance

  	
   

  	
   

  
	
  3 Chase MetroTech Center - 5th Floor South

  	
   

  	
   

  
	
  Brooklyn, New York 11245

  	
   

  	
   

  
	
  Attn: Bettye Carrera

  	
   

  	
   

  
	
  Custody Account Number: G06609-LCA must appear on outside of envelope

  	
   

  	
   

  



 


8

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES TO BE ISSUED TO

  HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

  	
   

  	
  $5,000,000.00
  of 7.70% Amended 1996 Series B Senior Notes due 2011

  
	
   

  	
   

  	
   

  
	
  Taxpayer
  I.D. Number: 39-1052598

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (1)                                  All
  payments by wire transfer of immediately available funds to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JP Morgan Chase

  	
   

  	
   

  
	
  4 New York Plaza

  	
   

  	
   

  
	
  New York  New York 10004

  	
   

  	
   

  
	
  Bank ABA No. 021000021

  	
   

  	
   

  
	
  Chase NYC/Cust

  	
   

  	
   

  
	
  A/C # 900-9-000200 for F/C/T G06583-ILA

  	
   

  	
   

  
	
  Attn: Bond Interest/Principal – Precision Castparts

  	
   

  	
   

  
	
  Corp., 7.70%
  Amended 1996 Series B Notes Senior Notes Due 2011

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PPN
  #              
  Prin
  $              
  Int $              

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With
  sufficient information to identify the source and application of such funds.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)                                  All
  notices of payments and written confirmation of such wire transfers:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Hartford Investment Management Company

  	
   

  	
   

  
	
  C/o Portfolio Support

  	
   

  	
   

  
	
  P.O. Box 1744

  	
   

  	
   

  
	
  Hartford, Connecticut 06144-1744

  	
   

  	
   

  
	
  Telefacsimile: (860) 297-8875/8876

  	
   

  	
   

  



 


9

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES TO BE ISSUED TO

  HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  (3)                                  All
  other communications:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Hartford Investment Management Company

  	
   

  	
   

  
	
  c/o Investment Department-Private Placements

  	
   

  	
   

  
	
  P.O. Box 1744

  	
   

  	
   

  
	
  Hartford, Connecticut 06144-1744

  	
   

  	
   

  
	
  Telefacsimile: (860) 297-8884

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (4)                                  Physical
  Delivery of Notes:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JP Morgan Chase

  	
   

  	
   

  
	
  North American Insurance

  	
   

  	
   

  
	
  3 Chase MetroTech Center – 5th Floor South

  	
   

  	
   

  
	
  Brooklyn, New York 11245

  	
   

  	
   

  
	
  Attn: Bettye Carrera

  	
   

  	
   

  
	
  Custody Account Number: G06583-ILA must appear on outside of envelope

  	
   

  	
   

  



 


10

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES TO BE ISSUED TO

  HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

  	
   

  	
  $29,090,909.00
  of 7.88% Amended 1996 Series A Senior Notes due 2011

  
	
   

  	
   

  	
  $20,000,000.00
  of 7.85% Amended 1999 Series A Senior Notes due 2014

  
	
  (1)                                  Payments:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  All payments on account of the Notes shall be made in immediately
  available funds at the opening of business on the due date by electronic
  funds transfer through the Automated Clearing House System to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Chase Manhattan Bank

  	
   

  	
   

  
	
  ABA No. 021-000-021

  	
   

  	
   

  
	
  New York, New York 10015

  	
   

  	
   

  
	
  Account of: Teachers Insurance and Annuity Association of America

  	
   

  	
   

  
	
  Account No.: 900-9-000200

  	
   

  	
   

  
	
  For further credit to TIAA Account No. G07040

  	
   

  	
   

  
	
  Reference: 
  PPN/Issuer/Matur.Date/Coupon/P&I Breakdown

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)                                  Contemporaneous
  with the above electronic funds transfer, advice setting forth (1) the full
  name (including series), private placement number, interest rate and maturity
  date of the Notes, (2) the allocation of payment between principal, interest,
  premium or any other payment, and (3) the name and address of the bank from
  which payment was made, shall be delivered, mailed or telecopied to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Teachers Insurance and Annuity Association of America

  	
   

  	
   

  
	
  730 Third Avenue

  	
   

  	
   

  
	
  New York, New York 10017

  	
   

  	
   

  
	
  Attention: Securities Accounting Division

  	
   

  	
   

  
	
  Phone: (212) 916-4188

  	
   

  	
   

  
	
  Facsimile: (212) 916-6955

  	
   

  	
   

  



 


11

















 


	
  HOLDER NAME AND INFORMATION

  	
   

  	
  DENOMINATION
  AND SERIES OF NOTES TO BE ISSUED TO

  HOLDER ON AMENDMENT EFFECTIVE DATE

  
	
  (3)                                  Address
  for all other communications:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Teachers Insurance and Annuity Association of America

  	
   

  	
   

  
	
  730 Third Avenue

  	
   

  	
   

  
	
  New York, New York 10017

  	
   

  	
   

  
	
  Attention:

  	
  Estelle Simsolo, Securities Division, Private Placements

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Phone:

  	
  (212)916-5725 or

  	
   

  	
   

  
	
   

  	
  (212) 490-9000 (general number)

  	
   

  	
   

  
	
  Facsimile:  (212) 916-6667

  	
   

  	
   

  
					



 


12

















 


 


SCHEDULE B


 


DEFINED TERMS


 


As used herein, the following terms have the respective meanings set
forth below or set forth in the Section hereof following such term:


 


“Acquisition” means
any transaction or series of related transactions for the purpose of or
resulting, directly or indirectly, in (a) the acquisition of all or
substantially all of the assets of a Person, or of any business or division of
a Person, (b) the acquisition of in excess of 50% of the capital stock,
partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary), provided that the Company or the Subsidiary is the
surviving Person.


 


 “Adjusted Consolidated EBITDA” means, for
any period of measurement that includes the Amendment Effective Date, the sum
of (a) if the period of measurement includes the fiscal quarter of SPS ended
September 30, 2003, Consolidated EBITDA calculated for SPS and its Subsidiaries
(rather than for the Company and its Subsidiaries) for the one-, two- or
three-quarter period of SPS, as applicable, ended September 30, 2003, plus
(b) if the period of measurement includes the fiscal quarter of the Company
ended closest to September 30, 2003, Consolidated EBITDA calculated for the
Company and its Subsidiaries without giving effect to the Merger (rather than
for the Company and its Subsidiaries giving effect to the Merger) for the one-,
two- or three-quarter period of the Company, as applicable, ended closest to
September 30, 2003, plus (c) with respect to the fiscal quarter of the
Company ending closest to December 31, 2003, the sum of (x) Consolidated EBITDA
calculated for the Company and its Subsidiaries other than SPS and its
Subsidiaries notwithstanding the Merger for such fiscal quarter, plus
(y) Consolidated EBITDA calculated for SPS and its Subsidiaries for the period
from the Amendment Effective Date to the last day of such fiscal quarter times
the number of days in such fiscal quarter, all divided by the number of days
from the Amendment Effective Date to the last day of such fiscal quarter, plus
(d) Consolidated EBITDA of the Company and its Subsidiaries (giving effect to
the Merger) for each fiscal quarter after the fiscal quarter of the Company
ending closest to December 31, 2003 included in such period.


 


“Affiliate” means,
with respect to any Person, (a) another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified, and (b) any Person beneficially
owning or holding, directly or indirectly, 5% or more of any class of voting or
equity interests of any Subsidiary or any corporation of which the Company and
its Subsidiaries beneficially own or hold, in the aggregate, directly or
indirectly, 5% or more of any class of voting or equity interests.  “Control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by
contract or otherwise.  “Controlling”
and “Controlled” have meanings correlative thereto.  Unless the context otherwise clearly requires, any reference to
an “Affiliate” is a reference to an Affiliate of the Company.


 


B-1

















 


“Alternative Assets”
means in connection with any Disposition permitted by Section 13.7(k),
(a) fixed assets which (i) are useful in the ordinary course of the
business of the Company and its Subsidiaries as permitted to be conducted
pursuant to Section 13.9
and (ii) have a fair market value at least equal to the purchase
price thereof or (b) capital stock of any Person, but only if upon
the purchase of such capital stock by the Company or a Subsidiary, such Person
becomes a Subsidiary Guarantor pursuant to Section 12.9.


 


“Amendment Effective Date”
is defined in Section 6.


 


“Amendment Effective Date EBITDA”
means the sum of (a) Consolidated EBITDA calculated for SPS and its
Subsidiaries (rather than for the Company and its Subsidiaries) for the four
fiscal quarters of SPS ended September 30, 2003, plus (b) Consolidated
EBITDA calculated for the Company and its Subsidiaries without giving effect to
the Merger (rather than for the Company and its Subsidiaries giving effect to
the Merger) for the four fiscal quarters of the Company ended closest to
September 30, 2003.


 


“Approvals” is
defined in Section 7.10.


 


“Asset Sale” is
defined in Section 13.7(k).


 


“Asset Sale Offer”
is defined in Section 13.10.


 


“Attributable Indebtedness”
means, on any date, (a) in respect of any capital lease of any Person, the
capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP, and (b) in respect of any
Synthetic Lease Obligation, the capitalized amount of the remaining lease
payments under the relevant lease that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a capital lease.


 


“Business Day” means
(a) for the purposes of Section 11.7 only, any day other than a
Saturday, a Sunday or a day on which commercial banks in New York City are
required or authorized to be closed, and (b) for the purposes of
any other provision of this Agreement, any day other than a Saturday, a Sunday
or a day on which commercial banks in Portland, Oregon or New York, New York
are required or authorized to be closed.


 


 “Closing” is defined in Section 6.


 


 “Code” means the Internal Revenue Code of
1986, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time.


 


“Company” is defined
in the Preamble
to this Agreement.


 


 “Company Premises” means real property in
which the Company, any Subsidiary or any Person which has been a Subsidiary at
any time has or ever had any direct or indirect interest, including, without
limitation, ownership thereof, or any arrangement for the lease, rental or
other use thereof, or the retention or claim of any mortgage or security
interest therein or thereon.


 


B-2

















 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit 10.2.


 


“Consolidated EBITDA”
means, for any period, for the Company and its Subsidiaries on a consolidated
basis, an amount equal to Consolidated Net Income for such period plus (a) the
following to the extent deducted in calculating such Consolidated Net Income:
(i) Consolidated Interest Charges for such period, (ii) the provision for
federal, state, local and foreign income taxes payable by the Company and its
Subsidiaries for such period, (iii) the amount of depreciation and amortization
expense deducted in determining such Consolidated Net Income, (iv) non-cash
charges resulting from the application of Statement of Financial Accounting
Standards No. 142, and (v) other expenses of the Company and its Subsidiaries
reducing such Consolidated Net Income which do not represent a cash item in
such period or any future period and minus (b) all non-cash items increasing
Consolidated Net Income for such period and plus (c) cash received with respect
to a non-cash item deducted under clause (b) of this definition for a prior
period.


 


“Consolidated Forward Interest Charges”
means, for any Ensuing Twelve Month Period beginning on the date of measurement
thereof, for the Company and its Subsidiaries on a consolidated basis, the sum
of all of the following, computed at the applicable fixed rate in connection
with fixed rate items and at the variable rate then prevailing on the date of
measurement with respect to variable rate items, in each case adjusted to give
effect to scheduled repayments of principal during such Ensuing Twelve Month
Period: (a) interest, premium payments, debt discount, fees, charges and
related expenses (including capitalized interest) of the Company and its
Subsidiaries in connection with borrowed money (including amounts attributable
to interest expense under any Permitted Receivables Purchase Facility, and
including commissions, discounts, fees and other charges in connection with
letters of credit and similar instruments) or in connection with the deferred
purchase price of assets, in each case to the extent treated as interest in
accordance with GAAP, and (b) the portion of rent expense of the Company and
its Subsidiaries with respect to such period under capital leases that is treated
as interest in accordance with GAAP.


 


“Consolidated Funded Indebtedness”
means, as of any date of determination, for the Company and its Subsidiaries on
a consolidated basis and without duplication, the sum of (a) the outstanding
principal amount of all obligations, whether current or long-term, for borrowed
money (including obligations under the Credit Agreement) and all obligations
evidenced by bonds, debentures, notes, loan agreements or other similar
instruments, (b) all purchase money Indebtedness, (c) all obligations
(including reimbursement obligations) arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments (but excluding contingent reimbursement or
payment obligations in connection with performance, but not financial, letters
of credit), (d) all obligations in respect of the deferred purchase price of
property or services (other than trade accounts payable in the ordinary course
of business), (e) Attributable Indebtedness in respect of capital leases and
Synthetic Lease Obligations, (f) the outstanding amount under any Permitted
Receivables Purchase Facility, (g) without duplication, all Guarantees with
respect to outstanding Indebtedness of the types specified in clauses (a)
through (f) above of Persons other than the Company or any Subsidiary, and (g)
all Indebtedness of the types referred to in clauses (a) through (g) above of
any partnership or joint venture (other than a joint venture that is itself a corporation,
a limited partnership in which none of the Company or any of its Subsidiaries
is a


 


B-3

















 


general
partner or limited liability company) in which the Company or a Subsidiary is a
general partner or joint venturer, unless such Indebtedness is expressly made
non-recourse to the Company or such Subsidiary.


 


“Consolidated Interest Charges”
means, for any period, for the Company and its Subsidiaries on a consolidated
basis, the sum of (a) all interest, premium payments, debt discount, fees,
charges and related expenses (including capitalized interest) of the Company
and its Subsidiaries in connection with borrowed money (including amounts
attributable to interest expense under any Permitted Receivables Purchase
Facility, and including commissions, discounts fees and other charges in
connection with letters of credit and similar instruments) or in connection
with the deferred purchase price of assets, in each case to the extent treated
as interest in accordance with GAAP, and (b) the portion of rent expense of the
Company and its Subsidiaries with respect to such period under capital leases
that is treated as interest in accordance with GAAP.


 


“Consolidated Interest Coverage Ratio”
means, with respect to the Company and its Subsidiaries for any date of
computation thereof, the ratio of (a) Consolidated EBITDA for the Four-Quarter
Period ending on or ended most recently prior to the date of computation
thereof minus capital expenditures for such Four-Quarter Period to (b)
Consolidated Forward Interest Charges for the Ensuing Twelve Month Period; provided
that in measuring the Consolidated Interest Coverage Ratio (i) on the Amendment
Effective Date, Amendment Effective Date EBITDA will be used in lieu of
Consolidated EBITDA, and (ii) on any other date during a Four-Quarter Period
that includes the Amendment Effective Date, Adjusted Consolidated EBITDA will
be used in lieu of Consolidated EBITDA.


 


“Consolidated Leverage Ratio”
means, with respect to the Company and its Subsidiaries for any date of
computation thereof, the ratio of (a) Consolidated Funded Indebtedness as of
such date of computation to (b) Consolidated EBITDA for the Four-Quarter Period
ending on or ended most recently prior to the date of computation thereof; provided
that in measuring the Consolidated Leverage Ratio (i) on the Amendment
Effective Date, Amendment Effective Date EBITDA will be used in lieu of
Consolidated EBITDA, and (ii) on any other date measuring Consolidated EBITDA
for a Four-Quarter Period that includes the Amendment Effective Date, Adjusted
Consolidated EBITDA will be used in lieu of Consolidated EBITDA.


 


“Consolidated Net Income”
means, for any period, for the Company and its Subsidiaries on a consolidated
basis, the net income of the Company and its Subsidiaries (excluding
extraordinary gains and extraordinary losses) for that period.


 


“Consolidated Net Worth”
means, as of any date of determination, for the Company and its Subsidiaries on
a consolidated basis, Stockholders’ Equity of the Company and its Subsidiaries
on that date.


 


“Consolidated Total Assets”
means as of the date of any determination thereof, the net book value of all
assets of the Company and its Subsidiaries as determined on a consolidated
basis.


 


B-4

















 


“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or
of any agreement, instrument or other undertaking to which such Person is a
party or by which it or any of its property is bound.


 


“Credit Agreement”
is defined in Recital C.


 


 “Default” means an event or condition the
occurrence or existence of which would, with the lapse of time or the giving of
notice or both, become an Event of Default.


 


“Default Rate” means
with respect to the Notes, that rate of interest that is the greater of (i) 2%
per annum above the rate of interest stated in clause (a) of the first
paragraph of the Notes or (ii) 2% over the rate of interest
publicly announced by Morgan Guaranty Trust Company of New York in New York,
New York as its “base” or “prime” rate.


 


“Disposition” or “Dispose” means the sale, transfer,
license, lease or other disposition (including any sale and leaseback
transaction) of any property by any Person, including any sale, assignment,
transfer or other disposal, with or without recourse, of any notes or accounts
receivable or any rights and claims associated therewith.


 


“Domestic Subsidiary”
means any Subsidiary that is organized under the laws of any political
subdivision of the United States.


 


“Ensuing Twelve Month Period”
means, with respect to the calculation of Consolidated Forward Interest
Charges, the period beginning on the date of measurement thereof and ending 365
or 366 days thereafter, as applicable.


 


“Environmental Laws”
means any and all federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including but not limited to
those related to Hazardous Materials, air emissions and discharges to waste or
public systems.


 


“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the rules and regulations promulgated thereunder from time to time in
effect.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control
with the Company within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to
Section 412 of the Code).


 


“ERISA Event”
means  (a) a Reportable Event with
respect to a Pension Plan; (b) a withdrawal by the Company or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan
year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company
or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in


 


B-5

















 


reorganization;
(d) the filing of a notice of intent to terminate, the treatment of a Plan
amendment as a termination under Sections 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of
any liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Company or any ERISA
Affiliate.


 


“Event of Default”
is defined in Section 14.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“Excluded SPS Subsidiaries”
means each of AAA Aircraft Supply, LLC and Avibank Services, LLC.


 


 “Existing SPS Subsidiary Guaranty” means
those certain Guaranty Agreements dated as of various dates executed by certain
of SPS’ Subsidiaries in connection with the Old Note Agreements.


 


“Four-Quarter Period”
means a period of four full consecutive fiscal quarters of the Company and its
Subsidiaries, taken together as one accounting period.


 


 “GAAP” means generally accepted
accounting principles as in effect from time to time in the United States of America.


 


“Governmental Authority”
means


 


(a)                                  the
government of


 


(i)                                     the United States
of America or any State or other political subdivision thereof, or


 


(ii) any jurisdiction in which the Company or
any Subsidiary conducts all or any part of its business, or which asserts
jurisdiction over any properties of the Company or any Subsidiary, or


 


(b)                                 any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government.


 


“Guarantee” means,
as to any Person, (a) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or
other obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any
obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services
for the purpose of assuring the obligee in respect of such Indebtedness or
other obligation of the payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or


 


B-6

















 


cash flow of
the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation, or (iv) entered into for the purpose of
assuring in any other manner the obligee in respect of such Indebtedness or
other obligation of the payment or performance thereof or to protect such
obligee against loss in respect thereof (in whole or in part), or (b) any Lien
on any assets of such Person securing any Indebtedness or other obligation of
any other Person, whether or not such Indebtedness or other obligation is
assumed by such Person.  The amount of
any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in
respect of which such Guarantee is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by
the guaranteeing Person in good faith unless the recourse of the creditor for
such obligation is limited to property of such Person, in which case the amount
of any Guarantee shall be deemed to be an amount equal to the lesser of the
amount of the obligation determined in accordance with the first clause of this
sentence or the fair market value of the property securing such
obligation.  The term “Guarantee” as a
verb has a corresponding meaning.


 


“Guaranty Joinder Agreement”
means each Guaranty Joinder Agreement, substantially in the form thereof
attached to the Subsidiary Guaranty, executed and delivered by a Subsidiary
Guarantor to the Holders pursuant to Section 12.9 or otherwise.


 


“Hazardous Material”
means any and all pollutants, toxic or hazardous wastes or any other substances
that pose a hazard to health or safety, the removal of which may be required or
the generation, manufacture, refining, production, processing, treatment,
storage, handling, transportation, transfer, use, disposal, release, discharge,
spillage, seepage, or filtration of which is or shall be restricted, prohibited
or penalized by any applicable law (including, without limitation, asbestos,
urea formaldehyde foam insulation and polycholorinated biphenyls).


 


“Holder” means, with
respect to any Note, the Person in whose name such Note is registered in the
register maintained by the Company pursuant to Section 16.1.


 


“Holders” is defined
in Section 5.


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:


 


(a)                                  all
obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar
instruments;


 


(b)                                 all
direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;


 


(c)                                  net
obligations of such Person under any Swap Contract;


 


(d)                                 all
obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of
business);


 


(e)                                  indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under
conditional


 


B-7

















 


sales or other
title retention agreements), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse;


 


(f)                                    the
aggregate amount outstanding under all Permitted Receivables Purchase
Facilities;


 


(g)                                 capital
leases and Synthetic Lease Obligations; and


 


(h)                                 all
Guarantees of such Person in respect of any of the foregoing.


 


For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint
venture that is itself a corporation, a limited partnership in which none of
the Company or any of its Subsidiaries is a general partner or limited
liability company) in which such Person is a general partner or a joint
venturer, unless such Indebtedness is expressly made non-recourse to such
Person.  The amount of any net
obligation under any Swap Contract on any date shall be deemed to be the Swap
Termination Value thereof as of such date. 
The amount of any capital lease or Synthetic Lease Obligation as of any
date shall be deemed to be the amount of Attributable Indebtedness in respect
thereof as of such date.


 


“Institutional Investor”
means (a) any original Holder of a Note, and (b) any
bank, trust company, savings and loan association or other financial
institution, any pension plan, any investment company, any insurance company,
any broker or dealer, or any other similar financial institution or entity,
regardless of legal form.


 


“Investments” means,
as to any Person, any direct or indirect acquisition or investment by such
Person, whether by means of (a) the purchase or other acquisition of capital
stock or other securities of another Person, (b) a loan, advance or capital
contribution to, Guarantee or assumption of debt of, or purchase or other
acquisition of any other debt or equity participation or interest in, another
Person, including any partnership or joint venture interest in such other
Person, or (c) the purchase or other acquisition (in one transaction or a
series of transactions) of assets of another Person that constitute a business
unit.  For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.


 


“IRS” means the
United States Internal Revenue Service.


 


“Laws” means,
collectively, all international, foreign, federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.


 


“Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or


 


B-8

















 


other title
retention agreement, and any financing lease having substantially the same
economic effect as any of the foregoing), but not including the interest of a
lessor under an operating lease.


 


“Make-Whole Amount”
is defined in Section 11.7.


 


“Material” means
material in relation to the business, operations, affairs, financial condition,
assets or properties of the Company and its Subsidiaries taken as a whole.


 


“Material Adverse Effect”
means a material adverse effect on (a) the business, operations,
affairs, financial condition, assets or properties of the Company and its
Subsidiaries taken as a whole, or (b) the ability of the Company to
perform its obligations under this Agreement and the Notes, or (c) the
validity or enforceability of this Agreement or the Notes.


 


“Material Senior Indebtedness”
means, collectively or individually as the context may indicate, Indebtedness
of the Company or any of its Subsidiaries incurred or outstanding under any of
the Notes, the Public Notes, the Credit Agreement or any Permitted Receivables
Purchase Facility, and any extension, refinancing or renewal thereof.


 


“Material Subsidiary”
means each Domestic Subsidiary of the Company except (a) the Non-Core
Subsidiaries, (b) the Permitted Receivables Subsidiaries, (c) the Excluded SPS
Subsidiaries, (d) Frisa Wyman-Gordon, LLC, a Delaware limited liability
coompany, (e) the Special Purpose Finance Subsidiaries and (f) any other
Subsidiary of the Company the book value of whose total assets is less than
$10,000,000; provided that the aggregate amount of total assets of all
subsidiaries within this subclause (e) may not exceed $100,000,000 (and if so
exceeding, the Company will identify Subsidiaries to be Material Subsidiaries
and Subsidiary Guarantors sufficient so that, after so identifying, this
proviso is satisfied); provided, further, that notwithstanding the
foregoing, the term “Material Subsidiary” will have the meaning set forth in
the Credit Agreement at all times during which the Company has obligations
outstanding under the Credit Agreement.


 


 “Multiemployer Plan” means any employee
benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the
Company or any ERISA Affiliate makes or is obligated to make contributions, or
during the preceding five plan years, has made or been obligated to make
contributions.


 


“New Intercreditor Agreement”
is defined in Recital F.


 


“New Public Notes”
means the 5.60% Senior Notes of the Company due 2013 in the original maximum
principal amount of $200,000,000  issued
December 9, 2003 pursuant to the Public Indenture, including that certain
Second Supplemental Indenture dated as of December 9, 2003.


 


“Non-Core Subsidiaries”
means, individually or collectively as the context may indicate, the
Subsidiaries listed on Schedule
C and each of which comprise either the Company’s flow products
business or SPS’s magnetic products business, as each is constituted on the
Amendment Effective Date, without any merger into, consolidation with,
acquisition by or material transfer of assets to any of such Subsidiaries after
the Amendment Effective Date (other than any of such transactions between or
among such Non-Core Subsidiaries).


 


B-9

















 


“1996 Note Agreement”
is defined in Recital A.


 


“1996 Notes” is
defined in Recital A.


 


“1999 Note Agreement”
is defined in Recital A.


 


“1999 Notes” is
defined in Recital A.


 


“2000 Note Agreement” is
defined in Recital A.


 


“2000 Notes” is
defined in Recital A.


 


“Notes” is defined
in Section 4.


 


“Officer’s Certificate”
means a certificate of a Responsible Officer or of any other officer of the
Company whose responsibilities extend to the subject matter of such
certificate.


 


“Old Intercreditor Agreement”
is defined in Section 3.


 


“Other Holders” is
defined in Section 5.


 


“PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA or any
successor thereto.


 


“Pension Plan” means
any “employee pension benefit plan” (as such term is defined in Section 3(2) of
ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
and is sponsored or maintained by the Company or any ERISA Affiliate or to
which the Company or any ERISA Affiliate contributes or has an obligation to contribute,
or in the case of a multiple employer or other plan described in Section
4064(a) of ERISA, has made contributions at any time during the immediately
preceding five plan years.


 


“Permitted Receivables”
means all obligations of any obligor (whether now existing or hereafter
arising) under a contract for sale of goods or services by the Company or any
of its Subsidiaries, which shall include any obligation of such obligor
(whether now existing or hereafter arising) to pay interest, finance charges or
amounts with respect thereto, and, with respect to any of the foregoing
receivables or obligations, (a) all of the interest of the Company or any of
its Subsidiaries in the goods (including returned goods) the sale of which gave
rise to such receivable or obligation after the passage of title thereto to any
obligor, (b) all other Liens and property subject thereto from time to time
purporting to secure payment of such receivables or obligations, and (c) all
guarantees, insurance, letters of credit and other agreements or arrangements
of whatever character from time to time supporting or securing payment of any
such receivables or obligations.


 


“Permitted Receivables Purchase Facility”
means (a) the facility established under the Amended and Restated Credit and
Security Agreement entered into as of January 31, 2001 by and among Precision
Receivables Corp., the Company, Blue Ridge Asset Funding Corporation and
Wachovia Bank, N.A., and the documents related thereto or contemplated thereby,
and (b) any agreement of the Company or any of its Permitted Receivables
Subsidiaries providing for


 


B-10

















 


sales,
transfers or conveyances of Permitted Receivables purporting to be sales (and
considered sales under GAAP) that do not provide, directly or indirectly, for
recourse against the seller of Permitted Receivables (or against any of such
seller’s Affiliates) by way of a guaranty or any other support arrangement with
respect to the amount of such Permitted Receivables (based on the financial
condition or circumstances of the obligor thereunder), other than such limited
recourse as is reasonable given market standards for transactions of a similar
type, taking into account such factors as historical bad debt loss experience and
obligor concentration levels.


 


“Permitted Receivables Subsidiary”
means, individually or collectively as the context may indicate, each of
Precision Receivables Corp., an Oregon corporation, and any other similar
Subsidiary of the Company formed primarily for the purpose of being a borrower
under a Permitted Receivables Purchase Facility.


 


“Person” means an
individual, partnership, corporation, limited liability company, association,
trust, unincorporated organization, or a government or agency or political
subdivision thereof.


 


“Plan” means any
“employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
established by the Company or, with respect to any such plan that is subject to
Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.


 


“Prepayment Date” is
defined in Section 13.10.


 


“Prepayment Proceeds”
is defined in Section 13.10.


 


 “property” or “properties” means, unless otherwise specifically limited,
real or personal property of any kind, tangible or intangible, choate or inchoate.


 


“Public Indenture”
means that certain Indenture dated as of December 17, 1997, between the Company
and Bank One Trust Company, N.A. (as successor to The First National Bank of
Chicago), pursuant to which the Public Notes have been issued.


 


“Public Notes”
means, collectively or individually as the context may indicate, each of (a)
the 6.75% senior unsecured notes of the Company due 2007 in the original
maximum principal amount of $150,000,000, all of which is outstanding on the
date hereof, (b) the 8.75% senior unsecured notes of the Company due 2005 in
the original maximum principal amount of $200,000,000, all of which is
outstanding on the date hereof, and (c) the New Public Notes, all of which were
issued pursuant to the Public Indenture.


 


 “Reportable
Event” means any of the events set forth in Section
4043(c) of ERISA, other than events for which the 30 day notice period has been
waived.


 


“Required Holders”
means, at any time with respect to any of the Amended 1996 Notes, the Amended
1999 Notes and the Amended 2000 Notes, respectively, the Holders of at least 66
2/3% in principal amount of any such Amended 1996 Notes at the time outstanding
or at least 61 2/3% in principal amount of any such Amended 1999 Notes and
Amended 2000 Notes at the time outstanding, as the case may be (in each case,
exclusive of Notes then owned by the Company or any of its Affiliates).


 


B-11

















 


“Responsible Officer”
means the chief executive officer, president, chief financial officer,
treasurer or assistant treasurer of the Company.  Any document delivered hereunder that is signed by a Responsible
Officer of the Company shall be conclusively presumed to have been authorized
by all necessary corporate action on the part of the Company and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
the Company.


 


 “Securities Act” means the Securities Act
of 1933, as amended from time to time.


 


“Special Purpose Finance Subsidiaries”
means, individually or collectively as the context may indicate, any Subsidiary
of the Company created solely for the purpose of, and whose sole activity shall
consist of, acquiring and financing capital assets of the Company and its
Subsidiaries; provided that the aggregate net book value of all assets
of all such Special Purpose Finance Subsidiaries shall not at any time exceed
$50,000,000.


 


“SPS”
is defined in Recital A.


 


“Stockholders’ Equity”
means, as of any date of determination for the Company and its Subsidiaries on
a consolidated basis, stockholders’ equity as of that date determined in
accordance with GAAP.


 


“Subsidiary” of a
Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities
or other interests having ordinary voting power for the election of directors
or other governing body (other than securities or interests having such power
only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references
herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Company.


 


“Subsidiary Guarantor”
means collectively or individually as the context may indicate, each of the
Material Subsidiaries of the Company at the Amendment Effective Date (after
giving effect to the Merger) and each other Person who becomes a party to the
Subsidiary Guaranty (including by execution of a Guaranty Joinder Agreement).


 


“Subsidiary Guaranty”
means that certain Subsidiary Guaranty Agreement dated as of the Amendment
Effective Date among the initial Subsidiary Guarantors and the Holders,
substantially in the form of Exhibit 2, as supplemented from time to time by the
execution and delivery of Guaranty Joinder Agreements pursuant to Section 12.9 or
otherwise.


 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and


 


B-12

















 


(b) any and
all transactions of any kind, and the related confirmations, which are subject
to the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement
(any such master agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.


 


“Swap Termination Value”
means , in respect of any one or more Swap Contracts, after taking into account
the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been
closed out and termination value(s) determined in accordance therewith, such
termination value(s), and (b) for any date prior to the date referenced in
clause (a), the amount(s) determined as the mark-to-market value(s) for such
Swap Contracts, as determined based upon one or more mid-market or other
readily available quotations provided by any recognized dealer in such Swap
Contracts.


 


“Synthetic Lease Obligation”
means the monetary obligation of a Person under (a) a so-called synthetic, off-balance
sheet or tax retention lease, or (b) an agreement for the use or possession of
property creating obligations that do not appear on the balance sheet of such
Person but which, upon the insolvency or bankruptcy of such Person, would be
characterized as the indebtedness of such Person (without regard to accounting
treatment).


 


“Term Indebtedness”
means, collectively, the Indebtedness incurred by the Company under (a) this
Agreement as evidenced by the Notes and (b) any other term Indebtedness under the
Credit Agreement at any date of determination thereof.


 


“Unfunded Pension Liability”
means the excess of a Pension Plan’s benefit liabilities under Section
4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets,
determined in accordance with the assumptions used for funding the Pension Plan
pursuant to Section 412 of the Code for the applicable plan year.


 


B-13

















 


EXHIBIT
1-A


 


[FORM OF AMENDED 1996 SERIES A NOTE]


 


PRECISION CASTPARTS CORP.


 


7.88% AMENDED 1996 SERIES A SENIOR NOTE DUE 2011


 


	
  No.
  [             ]

  	
   

  	
   

  	
   

  	
  December 9, 2003

  
	
  $[                  ]

  	
   

  	
   

  	
   

  	
  New York, New York

  
	
  PPN
  [              ]

  	
   

  	
   

  	
   

  	
   

  



 


FOR VALUE
RECEIVED, the undersigned, PRECISION CASTPARTS CORP. (herein called the
“Company”), a corporation organized and existing under the laws of the State of
Oregon, hereby promises to pay to
[                        ],
or registered assigns, the principal sum of
[                                                   ]
DOLLARS on July 1, 2011, with interest (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid balance thereof at the
rate of 7.88% per annum from the date hereof, payable semiannually, on the 1st
day of January and July in each year, commencing with the January 1 or July 1
next succeeding the date hereof, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law on any overdue
payment (including any overdue prepayment) of principal, any overdue payment of
interest and any overdue payment of any Make-Whole Amount (as defined in the
Amended Note Purchase Agreement referred to below), payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand), at a
rate per annum from time to time equal to the greater of (i) 9.88% or (ii)
2% over the rate of interest publicly announced by Morgan Guaranty Trust
Company of New York (or its successor) from time to time in New York, New York
as its “base” or “prime” rate.


 


Payments of
principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office in New York, New York of Morgan Guaranty Trust Company of New York (or
its successor) or at such other place as the Company shall have designated by
written notice to the holder of this Note as provided in the Amended Note
Purchase Agreement referred to below.


 


This Note is
one of the duly authorized 7.88% Amended 1996 Series A Senior Notes due 2011
(herein called the “Notes”) issued pursuant to the Amended and Restated Note
Purchase Agreement, dated as of December 9, 2003 (as from time to time amended,
the “Amended Note Purchase Agreement”), between the Company and the respective
Holders named therein and is entitled to the benefits thereof.


 


This Note is a
registered Note and, as provided in the Amended Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or such holder’s attorney duly authorized in writing,
a new Note of the same series for a like


 

















 


principal amount will be issued to, and registered in the name of, the
transferee.  Prior to due presentment
for registration of transfer, the Company may treat the person in whose name
this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any
notice to the contrary.


 


The Company
will make required prepayments of principal on the dates and in the amounts
specified in the Amended Note Purchase Agreement.  This Note is also subject to optional prepayment, in whole or
from time to time in part, at the times and on the terms specified in the
Amended Note Purchase Agreement, but not otherwise.


 


If an Event of
Default, as defined in the Amended Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Amended Note Purchase Agreement.


 


This Note
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.


 


	
   

  	
  PRECISION
  CASTPARTS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Geoffrey A. Hawkes

  
	
   

  	
   

  	
  Treasurer

  



 


2

















 


EXHIBIT
1-B


 


[FORM OF AMENDED 1996 SERIES B NOTE]


 


PRECISION CASTPARTS CORP.


 


7.70% AMENDED 1996 SERIES B SENIOR NOTE DUE 2011


 


	
  No.
  [                    ]

  	
   

  	
   

  	
   

  	
  December 9, 2003

  
	
  $[                     ]

  	
   

  	
   

  	
   

  	
  New York, New York

  
	
  PPN
  [                ]

  	
   

  	
   

  	
   

  	
   

  



 


FOR VALUE
RECEIVED, the undersigned, PRECISION CASTPARTS CORP. (herein called the
“Company”), a corporation organized and existing under the laws of the State of
Oregon, hereby promises to pay to
[                          ],
or registered assigns, the principal sum of
[                                                    ]
DOLLARS on July 1, 2011, with interest (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid balance thereof at the
rate of 7.70% per annum from the date hereof, payable semiannually, on the 1st
day of January and July in each year, commencing with the January 1 or July 1
next succeeding the date hereof, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law on any overdue
payment (including any overdue prepayment) of principal, any overdue payment of
interest and any overdue payment of any Make-Whole Amount (as defined in the
Amended Note Purchase Agreement referred to below), payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand), at a
rate per annum from time to time equal to the greater of (i) 9.70% or (ii)
2% over the rate of interest publicly announced by Morgan Guaranty Trust Company
of New York (or its successor) from time to time in New York, New York as its
“base” or “prime” rate.


 


Payments of
principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office in New York, New York of Morgan Guaranty Trust Company of New York (or
its successor) or at such other place as the Company shall have designated by
written notice to the holder of this Note as provided in the Amended Note Purchase
Agreement referred to below.


 


This Note is
one of the duly authorized 7.70% Amended 1996 Series B Senior Notes due 2011
(herein called the “Notes”) issued pursuant to the Amended and Restated Note
Purchase Agreement, dated as of December 9, 2003 (as from time to time amended,
the “Amended Note Purchase Agreement”), between the Company and the respective
Holders named therein and is entitled to the benefits thereof.


 


This Note is a
registered Note and, as provided in the Amended Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or such holder’s attorney duly authorized in writing,
a new Note of the same series for a like


 

















 


principal amount will be issued to, and registered in the name of, the
transferee.  Prior to due presentment
for registration of transfer, the Company may treat the person in whose name
this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any
notice to the contrary.


 


The Company
will make required prepayments of principal on the dates and in the amounts
specified in the Amended Note Purchase Agreement.  This Note is also subject to optional prepayment, in whole or
from time to time in part, at the times and on the terms specified in the
Amended Note Purchase Agreement, but not otherwise.


 


If an Event of
Default, as defined in the Amended Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Amended Note Purchase Agreement.


 


This Note
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.


 


	
   

  	
  PRECISION
  CASTPARTS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Geoffrey A. Hawkes

  
	
   

  	
   

  	
  Treasurer

  



 


2

















 


EXHIBIT
1-C


 


[FORM OF AMENDED 1999 SERIES A NOTE]


 


PRECISION CASTPARTS CORP.


 


7.85% AMENDED 1999 SERIES A SENIOR NOTE DUE 2014


 


	
  No.
  [                   ]

  	
   

  	
   

  	
   

  	
  December 9, 2003

  
	
  $[                        ]

  	
   

  	
   

  	
   

  	
  New York, New York

  
	
  PPN
  [                    ]

  	
   

  	
   

  	
   

  	
   

  



 


FOR VALUE
RECEIVED, the undersigned, PRECISION CASTPARTS CORP. (herein called the
“Company”), a corporation organized and existing under the laws of the State of
Oregon, hereby promises to pay to
[                       ],
or registered assigns, the principal sum of
[                                           ]
DOLLARS on August 1, 2014, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof
at the rate of 7.85% per annum from the date hereof, payable semiannually, on
the 1st day of February and August in each year, commencing with the
February 1 or August 1 next succeeding the date hereof, until the principal
hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount (as defined in the Amended Note Purchase Agreement referred
to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 9.85% or (ii) 2% over the rate of
interest publicly announced by Morgan Guaranty Trust Company of New York (or
its successor) from time to time in New York, New York as its “base” or “prime”
rate.


 


Payments of
principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office in New York, New York of Morgan Guaranty Trust Company of New York (or
its successor) or at such other place as the Company shall have designated by
written notice to the holder of this Note as provided in the Amended Note
Purchase Agreement referred to below.


 


This Note is
one of the duly authorized 7.85% Amended 1999 Series A Senior Notes due 2014
(herein called the “Notes”) issued pursuant to the Amended and Restated Note
Purchase Agreement, dated as of December 9, 2003 (as from time to time amended,
the “Amended Note Purchase Agreement”), between the Company and the respective
Holders named therein and is entitled to the benefits thereof.


 


This Note is a
registered Note and, as provided in the Amended Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or such holder’s attorney duly authorized in writing,
a new Note of the same series for a like


 

















 


principal amount will be issued to, and registered in the name of, the
transferee.  Prior to due presentment
for registration of transfer, the Company may treat the person in whose name
this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any
notice to the contrary.


 


The Company
will make required prepayments of principal on the dates and in the amounts
specified in the Amended Note Purchase Agreement.  This Note is also subject to optional prepayment, in whole or
from time to time in part, at the times and on the terms specified in the
Amended Note Purchase Agreement, but not otherwise.


 


If an Event of
Default, as defined in the Amended Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Amended Note Purchase Agreement.


 


This Note
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.


 


	
   

  	
  PRECISION
  CASTPARTS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Geoffrey A. Hawkes

  
	
   

  	
   

  	
  Treasurer

  



 


2

















 


EXHIBIT
1-D


 


[FORM OF AMENDED 1999 SERIES B NOTE]


 


PRECISION CASTPARTS CORP.


 


7.75% AMENDED 1999 SERIES B SENIOR NOTE DUE 2009


 


	
  No.
  [                ]

  	
   

  	
   

  	
   

  	
  December 9, 2003

  
	
  $[                 ]

  	
   

  	
   

  	
   

  	
  New York, New York

  
	
  PPN
  [                      ]

  	
   

  	
   

  	
   

  	
   

  



 


FOR VALUE
RECEIVED, the undersigned, PRECISION CASTPARTS CORP. (herein called the
“Company”), a corporation organized and existing under the laws of the State of
Oregon, hereby promises to pay to [                      ],
or registered assigns, the principal sum of
[                                                      ]
DOLLARS on August 1, 2009, with interest (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid balance thereof at the
rate of 7.75% per annum from the date hereof, payable semiannually, on the 1st
day of February and August in each year, commencing with the February 1 or
August 1 next succeeding the date hereof, until the principal hereof shall have
become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of any Make-Whole Amount (as
defined in the Amended Note Purchase Agreement referred to below), payable
semiannually as aforesaid (or, at the option of the registered holder hereof,
on demand), at a rate per annum from time to time equal to the greater of (i)
9.75% or (ii) 2% over the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York (or its successor) from time to time in New
York, New York as its “base” or “prime” rate.


 


Payments of
principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office in New York, New York of Morgan Guaranty Trust Company of New York (or
its successor) or at such other place as the Company shall have designated by
written notice to the holder of this Note as provided in the Amended Note
Purchase Agreement referred to below.


 


This Note is
one of the duly authorized 7.75% Amended 1999 Series B Senior Notes due 2009
(herein called the “Notes”) issued pursuant to the Amended and Restated Note
Purchase Agreement, dated as of December 9, 2003 (as from time to time amended,
the “Amended Note Purchase Agreement”), between the Company and the respective
Holders named therein and is entitled to the benefits thereof.


 


This Note is a
registered Note and, as provided in the Amended Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or such holder’s attorney duly authorized in writing,
a new Note of the same series for a like principal amount will be issued to,
and registered in the name of, the transferee. 
Prior to due


 

















 


presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the Company will
not be affected by any notice to the contrary.


 


The Company
will make required prepayments of principal on the dates and in the amounts
specified in the Amended Note Purchase Agreement.  This Note is also subject to optional prepayment, in whole or
from time to time in part, at the times and on the terms specified in the
Amended Note Purchase Agreement, but not otherwise.


 


If an Event of
Default, as defined in the Amended Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Amended Note Purchase Agreement.


 


This Note
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.


 


	
   

  	
  PRECISION
  CASTPARTS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Geoffrey A. Hawkes

  
	
   

  	
   

  	
  Treasurer

  



 


2

















 


EXHIBIT
1-E


 


[FORM OF AMENDED 2000 NOTE]


 


PRECISION CASTPARTS CORP.


 


8.37% AMENDED 2000 SERIES A SENIOR NOTE DUE 2010


 


	
  No.
  [            ]

  	
   

  	
   

  	
   

  	
  December 9, 2003

  
	
  $[                  ]

  	
   

  	
   

  	
   

  	
  New York, New York

  
	
  PPN
  [                  ]

  	
   

  	
   

  	
   

  	
   

  



 


FOR VALUE
RECEIVED, the undersigned, PRECISION CASTPARTS CORP. (herein called the
“Company”), a corporation organized and existing under the laws of the State of
Oregon, hereby promises to pay to
[                      ],
or registered assigns, the principal sum of
[                                                ]
DOLLARS on February 25, 2010, with interest (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid balance thereof at the
rate of 8.37% per annum from the date hereof, payable semiannually, on the 25th
day of February and August in each year, commencing August 25, 2000, until the
principal hereof shall have become due and payable, and (b) to the
extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue payment
of any Make-Whole Amount (as defined in the Amended Note Purchase Agreement
referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 10.37% or (ii) 2% over the rate of
interest publicly announced by Morgan Guaranty Trust Company of New York (or
its successor) from time to time in New York, New York as its “base” or “prime”
rate.


 


Payments of
principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office in New York, New York of Morgan Guaranty Trust Company of New York (or
its successor) or at such other place as the Company shall have designated by
written notice to the holder of this Note as provided in the Amended Note
Purchase Agreement referred to below.


 


This Note is
one of the duly authorized 8.37% Amended 2000 Series A Senior Notes due 2010
(herein called the “Notes”) issued pursuant to the Amended and Restated Note
Purchase Agreement, dated as of December 9, 2003 (as from time to time amended,
the “Amended Note Purchase Agreement”), between the Company and the respective
Holders named therein and is entitled to the benefits thereof.


 


This Note is a
registered Note and, as provided in the Amended Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee.  Prior to due
presentment for registration


 

















 


of transfer, the Company may treat the person in whose name this Note
is registered as the owner hereof for the purpose of receiving payment and for
all other purposes, and the Company will not be affected by any notice to the
contrary.


 


The Company
will make required prepayments of principal on the dates and in the amounts
specified in the Amended Note Purchase Agreement.  This Note is also subject to optional prepayment, in whole or
from time to time in part, at the times and on the terms specified in the
Amended Note Purchase Agreement, but not otherwise.


 


If an Event of
Default, as defined in the Amended Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Amended Note Purchase Agreement.


 


This Note
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of Oregon excluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.


 


	
   

  	
  PRECISION
  CASTPARTS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Geoffrey A. Hawkes

  
	
   

  	
   

  	
  Treasurer

  



 


2

















 


EXHIBIT 2


 


[FORM OF SUBSIDIARY
GUARANTY]


 


GUARANTY AGREEMENT


 


THIS GUARANTY
AGREEMENT (this “Guaranty
Agreement”), dated as of December 9, 2003, is made by EACH OF THE
UNDERSIGNED  AND EACH OTHER PERSON
WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A GUARANTY JOINDER AGREEMENT (each
a “Guarantor” and collectively the
“Guarantors”) to each of the
holders of Notes under the Amended Note Agreement (defined below) on the date
hereof and from time to time hereafter (all such holders being collectively
referred to herein as the “Holders”).  All capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Amended
Note Agreement referred to below.


 


RECITALS


 


A.                                   PRECISION
CASTPARTS CORP.,  an Oregon corporation
(the “Company”), has entered into
an Amended and Restated Note Purchase Agreement dated as of December 9, 2003
with each of the holders named on the signature pages thereof (as from time to
time amended, modified, supplemented or restated, the “Amended Note Agreement”).


 


B.                                     Pursuant
to the terms of the Amended Note Agreement, the Company has issued the Notes to
the Holders.


 


C.                                     Each
Guarantor is, directly or indirectly, a Subsidiary of the Company and will
materially benefit from the issuance of the Notes to the Holders pursuant to
the terms of the Amended Note Agreement.


 


D.                                    Each
Guarantor is required to enter into this Guaranty Agreement pursuant to the
terms of the Amended Note Agreement.


 


E.                                      A
material part of the consideration given in connection with and as an
inducement to the execution and delivery of the Amended Note Agreement by the
Holders was the obligation of the Company to cause each Guarantor to enter into
this Guaranty Agreement, and the Holders are unwilling to enter into the
Amended Note Agreement unless the Guarantors enter into this Guaranty
Agreement.


 


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


 


1.                                      Guaranty.  Each Guarantor hereby jointly and severally,
unconditionally, absolutely, continually and irrevocably guarantees to the
Holders the payment and performance in full of the Company’s Liabilities (as
defined below).  For all purposes of
this Guaranty


 


1

















 


Agreement, “Company’s Liabilities”
means:  (a) the Company’s prompt payment
in full, when due or declared due and at all such times, of all amounts payable
by the Company under the Notes, whether for principal, interest or Make-Whole
Amount, and the Amended Note Agreement, including without limitation all fees
and expenses payable by the Company thereunder and all expenses incurred by any
Holder in enforcing any rights under the Notes, the Amended Note Agreement or
this Guaranty Agreement; and (b) the Company’s prompt, full and faithful
performance, observance and discharge of each and every agreement, undertaking,
covenant and provision to be performed, observed or discharged by the Company
under the Notes and the Amended Note Agreement.  The Guarantors’ obligations to the Holders under this Guaranty
Agreement are hereinafter collectively referred to as the “Guarantors’ Obligations” and, with respect
to each Guarantor individually, the “Guarantor’s
Obligations”. 
Notwithstanding the foregoing, the liability of each Guarantor
individually with respect to its Guarantor’s Obligations shall be limited to an
aggregate amount equal to the largest amount that would not render its
obligations hereunder subject to avoidance under Section 548 of the United
States Bankruptcy Code or any comparable provisions of any applicable state
law.


 


Each Guarantor
agrees that it is jointly and severally, directly and primarily liable (subject
to the limitation in the immediately preceding sentence) for the Company’s
Liabilities.


 


2.                                      Payment.                                              If
the Company shall default in payment or performance of any of the Company’s
Liabilities, whether principal, interest, Make-Whole Amount, or otherwise, when
and as the same shall become due, and after expiration of any applicable grace
period, whether according to the terms of the Amended Note Agreement, by
acceleration, or otherwise, or upon the occurrence and during the continuance
of any Event of Default under the Amended Note Agreement, then any or all of
the Guarantors will, upon demand thereof by the Required Holders, as the case
may be, fully pay to Holders, subject to any restriction on each Guarantor’s
Obligations set forth in Section
1 hereof, an amount equal to all the Company’s Liabilities then
due and owing.


 


3.                                      Absolute
Rights and Obligations.  This is
a guaranty of payment and not of collection. 
The Guarantors’ Obligations under this Guaranty Agreement shall be joint
and several, absolute and unconditional irrespective of, and each Guarantor
hereby expressly waives, to the extent permitted by law, any defense to its
obligations under this Guaranty Agreement and all to which it is a party by
reason of:


 


(a)                                  any
lack of legality, validity or enforceability of the Amended Note Agreement, of
any of the Notes, or of any other agreement or instrument creating, providing
security for, or otherwise relating to any of the Guarantors’ Obligations, any
of the Company’s Liabilities, or any other guaranty of any of the Company’s
Liabilities (the Amended Note Agreement, the Notes and all such other agreements
and instruments being collectively referred to as the “Related Agreements”);


 


(b)                                 any
action taken under any of the Related Agreements, any exercise of any right or
power therein conferred, any failure or omission to enforce any right conferred
thereby, or any waiver of any covenant or condition therein provided;


 


2

















 


(c)                                  any
acceleration of the maturity of any of the Company’s Liabilities, of the
Guarantor’s Obligations of any other Guarantor, or of any other obligations or
liabilities of any Person under any of the Related Agreements;


 


(d)                                 any
release, exchange, non-perfection, lapse in perfection, disposal, deterioration
in value, or impairment of any security for any of the Company’s Liabilities,
for any of the Guarantor’s Obligations of any Guarantor, or for any other
obligations or liabilities of any Person under any of the Related Agreements;


 


(e)                                  any
dissolution of the Company or any Guarantor or any other party to a Related
Agreement, or the combination or consolidation of the Company or any Guarantor
or any other party to a Related Agreement into or with another entity or any
transfer or disposition of any assets of the Company or any Guarantor or any
other party to a Related Agreement;


 


(f)                                    any
extension (including without limitation extensions of time for payment),
renewal, amendment, restructuring or restatement of, any acceptance of late or
partial payments under, or any change in the amount of any borrowings or any
credit facilities available under, the Amended Note Agreement, any of the Notes
or any other Related Agreement, in whole or in part;


 


(g)                                 the
existence, addition, modification, termination, reduction or impairment of
value, or release of any other guaranty (or security therefor) of the Company’s
Liabilities (including without limitation the Guarantor’s Obligations of any
other Guarantor and obligations arising under any other guaranty now or
hereafter in effect);


 


(h)                                 any
waiver of, forbearance or indulgence under, or other consent to any change in
or departure from any term or provision contained in the Amended Note Agreement
or any other Related Agreement, including without limitation any term
pertaining to the payment or performance of any of the Company’s Liabilities,
any of the Guarantor’s Obligations of any other Guarantor, or any of the
obligations or liabilities of any party to any other Related Agreement; and


 


(i)                                     any
other circumstance whatsoever (with or without notice to or knowledge of any
Guarantor) which may or might in any manner or to any extent vary the risks of
such Guarantor, or might otherwise constitute a legal or equitable defense
available to, or discharge of, a surety or a guarantor, including without
limitation any right to require or claim that resort be had to the Company or
any other Guarantor or to any collateral in respect of the Company’s
Liabilities or Guarantors’ Obligations, other than the indefeasible payment in
full of the Company’s Liabilities and the Guarantors’ Obligations.


 


It is the express purpose and
intent of the parties hereto that this Guaranty Agreement and the Guarantors’
Obligations hereunder and under each Guaranty Joinder Agreement shall be
absolute and unconditional under any and all circumstances and shall not be
discharged except by payment as herein provided.


 


3

















 


4.                                      Currency
and Funds of Payment.  All
Guarantors’ Obligations will be paid in lawful currency of the United States of
America and in immediately available funds, regardless of any law, regulation
or decree now or hereafter in effect that might in any manner affect the
Company’s Liabilities, or the rights of any Holder with respect thereto as
against the Company, or cause or permit to be invoked any alteration in the
time, amount or manner of payment by the Company of any or all of the Company’s
Liabilities.


 


5.                                      Events
of Default.  Without limiting
the provisions of Section
2 hereof, in the event that there shall occur and be continuing
an Event of Default, then notwithstanding any collateral or other security or
credit support for the Company’s Liabilities, at the election of the Required
Holders, as the case may be, and without notice thereof or demand therefor, the
Guarantors’ Obligations shall immediately be and become due and payable.


 


6.                                      Subordination.  Until this Guaranty Agreement is terminated
in accordance with Section
22 hereof, each Guarantor hereby unconditionally subordinates
all present and future debts, liabilities or obligations now or hereafter owing
to such Guarantor (a) of the Company, to the payment in full of the Company’s
Liabilities, (b) of every other Guarantor (an “obligated
guarantor”), to the payment in full of the Guarantors’ Obligations
of such obligated guarantor, and (c) of the Company or any other Person now or
hereafter constituting a Guarantor (each of the foregoing in this clause (c)
being a “Loan Party” and
collectively the “Loan Parties”),
to the payment in full of the obligations of such Loan Party owing to any
Holder and arising under the Related Agreements.  All amounts due under such subordinated debts, liabilities, or
obligations shall, upon the occurrence and during the continuance of an Event
of Default, be collected and, upon request by the Required Holders, as the case
may be, paid over forthwith to the respective Holders on account of the
Company’s Liabilities, the Guarantors’ Obligations, or such other obligations,
as applicable, and, after such request and pending such payment, shall be held
by such Guarantor as agent and bailee of the Holders separate and apart from
all other funds, property and accounts of such Guarantor.


 


7.                                      Suits.  Each Guarantor from time to time shall pay
to the Holders, as the case may be, on demand, at each Holder’s respective
address set forth in Schedule A to the Amended Note Agreement or such other
address as any Holder shall give notice of to such Guarantor, the Guarantors’
Obligations as they become or are declared due, and in the event such payment
is not made forthwith, any of the Holders may proceed to suit against any one
or more or all of the Guarantors.  At
the election of the Required Holders, one or more and successive or concurrent
suits may be brought hereon by any Holder against any one or more or all of the
Guarantors, whether or not suit has been commenced against the Company, any
other Guarantor, or any other Person and whether or not the Holders have taken
or failed to take any other action to collect all or any portion of the
Company’s Liabilities or have taken or failed to take any actions against any
collateral securing payment or performance of all or any portion of the
Company’s Liabilities, and irrespective of any event, occurrence, or condition
described in Section 3
hereof.


 


8.                                      Waiver.  Each Guarantor waives any right to assert
against any Holder as a defense, counterclaim, set-off, recoupment or cross
claim in respect of its Guarantor’s Obligations, any defense (legal or
equitable) or other claim which such Guarantor may now or at


 


4

















 


any time hereafter have against the Company or any or all of the
Holders without waiving any additional defenses, set-offs, counterclaims or
other claims otherwise available to such Guarantor.


 


9.                                      Waiver
of Notice; Subrogation.


 


(a)                                  Each
Guarantor hereby waives to the extent permitted by law notice of the following
events or occurrences:  (i) acceptance
of this Guaranty Agreement; (ii) any Holder heretofore, now or from time to
time hereafter loaning monies or giving or extending credit to or for the
benefit of the Company, whether pursuant to the Amended Note Agreement or the
Notes or any other Related Agreement or any amendments, modifications, or
supplements thereto, or replacements or extensions thereof; (iii) presentment,
demand, default, non-payment, partial payment and protest; and (iv) any other
event, condition, or occurrence described in Section 3 hereof.  Each Guarantor agrees that each Holder may
heretofore, now or at any time hereafter do any or all of the foregoing in such
manner, upon such terms and at such times as each Holder, in its sole and
absolute discretion, deems advisable, without in any way or respect impairing,
affecting, reducing or releasing such Guarantor from its Guarantor’s
Obligations, and each Guarantor hereby consents to each and all of the
foregoing events or occurrences.


 


(b)                                 Each
Guarantor hereby agrees that payment or performance by such Guarantor of its
Guarantor’s Obligations under this Guaranty Agreement may be enforced by any
Holder without any such Holder being required, such Guarantor expressly waiving
to the extent permitted by law any right it may have to require any such Holder
to (i) prosecute collection or seek to enforce or resort to any remedies
against the Company or any other Guarantor or any other guarantor of the Company’s
Liabilities, or (ii) seek to enforce or resort to any remedies with respect to
any security interests, Liens or encumbrances granted to any Holder or other
party to a Related Agreement by the Company, any other Guarantor or any other
Person on account of the Company’s Liabilities or any guaranty thereof, IT BEING
EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH GUARANTOR THAT DEMAND
UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY ANY HOLDER, AND THE PROVISIONS
HEREOF ENFORCED BY ANY HOLDER, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF
DEFAULT OCCURS AND IS CONTINUING UNDER THE AMENDED NOTE AGREEMENT.


 


(c)                                  Each
Guarantor further agrees with respect to this Guaranty Agreement that it shall
have no right of subrogation, reimbursement, contribution or indemnity, nor any
right of recourse to security for the Company’s Liabilities unless and until 93
days immediately following the Note Termination Date (as defined below) shall
have elapsed without the filing or commencement, by or against any Loan Party,
of any state or federal action, suit, petition or proceeding seeking any
reorganization, liquidation or other relief or arrangement in respect of
creditors of, or the appointment of a receiver, liquidator, trustee or
conservator in respect to, such Loan Party or its assets.  This waiver is expressly intended to prevent
the existence of any claim in respect to such subrogation,


 


5

















 


reimbursement,
contribution or indemnity by any Guarantor against the estate of any other Loan
Party within the meaning of Section 101 of the Bankruptcy Code, in the event of
a subsequent case involving any other Loan Party.  If an amount shall be paid to any Guarantor on account of such rights
at any time prior to termination of this Guaranty Agreement in accordance with
the provisions of Section
22 hereof, such amount shall be held in trust for the benefit of
the Holders and shall forthwith be paid to the Holders in accordance with the
terms of the Amended Note Agreement or otherwise as the Holders may elect.  The agreements in this subsection shall
survive repayment of all of the Guarantors’ Obligations, the termination or
expiration of this Guaranty Agreement in any manner, including but not limited
to termination in accordance with Section 22 hereof, and occurrence of the Note
Termination Date.  For purposes of this
Guaranty Agreement, “Note
Termination Date” means the date as of which all of the
following shall have occurred:  (i) the
Company shall have made final payment in full of all principal amounts
outstanding under the Notes, together with all accrued and unpaid interest and
Make-Whole Amounts due thereon; and (ii) the Company and each other Loan Party
shall have fully, finally and irrevocably paid and satisfied in full all of
their respective obligations and liabilities arising under the Related
Agreements.


 


10.                               Effectiveness.  This Guaranty Agreement shall be effective
as of the date first above written and shall continue in full force and effect
until termination in accordance with Section 22 hereof.


 


11.                               Representations
and Warranties.  Each Guarantor
warrants and represents to the Holders that it is duly authorized to execute
and deliver this Guaranty Agreement (or the Guaranty Joinder Agreement to which
it is a party, as applicable), and to perform its obligations under this
Guaranty Agreement, that this Guaranty Agreement (or the Guaranty Joinder
Agreement to which it is a party, as applicable) has been duly executed and
delivered on behalf of such Guarantor by its duly authorized representatives;
that this Guaranty Agreement (and any Guaranty Joinder Agreement to which such
Guarantor is a party) is legal, valid, binding and enforceable against such
Guarantor in accordance with its terms except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles; and that such Guarantor’s execution, delivery and performance of
this Guaranty Agreement (and any Guaranty Joinder Agreement to which such
Guarantor is a party) do not violate or constitute a breach of any of its
certificate or articles of incorporation, bylaws, certificate or articles of
formation, operating agreement or other organizational documents, any agreement
or instrument to which such Guarantor is a party, or any law, order,
regulation, decree or award of any governmental authority or arbitral body to
which it or its properties or operations is subject.


 


12.                               Expenses.  Each Guarantor agrees to be jointly and
severally liable for the payment of all reasonable fees and expenses, including
reasonable attorney costs, incurred by any Holder in connection with the
enforcement of this Guaranty Agreement, whether or not suit be brought.


 


13.                               Reinstatement.  Each Guarantor agrees that this Guaranty
Agreement shall continue to be effective or be reinstated, as the case may be,
at any time payment received by any


 


6

















 


Holder in respect of any Company’s Liabilities is rescinded or must be
restored for any reason, or is repaid by any Holder in whole or in part in good
faith settlement of any pending or threatened avoidance claim.


 


14.                               [Reserved].


 


15.                               Reliance.  Each Guarantor represents and warrants to
the Holders that:  (a) such Guarantor
has adequate means to obtain on a continuing basis (i) from the Company,
information concerning the Company and the Company’s financial condition and
affairs and (ii) from other reliable sources such other information as it deems
material in deciding to provide this Guaranty Agreement and any Guaranty
Joinder Agreement (“Other Information”),
and has full and complete access to the Company’s books and records and to such
Other Information; (b) such Guarantor is not relying on any Holder or its or
their employees, directors, agents or other representatives or Affiliates, to
provide any such information, now or in the future; (c) such Guarantor has been
furnished with and reviewed the terms of the Amended Note Agreement and such
other Related Agreements as it has requested, is executing this Guaranty
Agreement (or the Guaranty Joinder Agreement to which it is a party, as
applicable) freely and deliberately, and understands the obligations and
financial risk undertaken by providing this Guaranty Agreement (and any
Guaranty Joinder Agreement); (d) such Guarantor has relied solely on the
Guarantor’s own independent investigation, appraisal and analysis of the
Company, the Company’s financial condition and affairs, the “Other
Information”, and such other matters as it deems material in deciding to
provide this Guaranty Agreement (and any Guaranty Joinder Agreement) and is
fully aware of the same; and (e) such Guarantor has not depended or relied on
any Holder or its or their employees, directors, agents or other
representatives or Affiliates, for any information whatsoever concerning the
Company or the Company’s financial condition and affairs or any other matters
material to such Guarantor’s decision to provide this Guaranty Agreement (and
any Guaranty Joinder Agreement), or for any counseling, guidance, or special
consideration or any promise therefor with respect to such decision.  Each Guarantor agrees that no Holder has any
duty or responsibility whatsoever, now or in the future, to provide to such
Guarantor any information concerning the Company or the Company’s financial
condition and affairs, or any Other Information, other than as expressly
provided herein, and that, if such Guarantor receives any such information from
any Holder or its or their employees, directors, agents or other
representatives or Affiliates, such Guarantor will independently verify the
information and will not rely on any Holder or its or their employees,
directors, agents or other representatives or Affiliates, with respect to such
information.


 


16.                               Survival
of Representations and Warranties. 
All representations and warranties contained herein shall survive the
delivery of documents and any extension of credit referred to herein or
guaranteed hereby.


 


17.                               Entire
Agreement.  This Guaranty
Agreement and each Guaranty Joinder Agreement, together with the Amended Note
Agreement and the other Related Agreements, constitute and express the entire
understanding between the parties hereto with respect to the subject matter
hereof, and supersede all prior negotiations, agreements, understandings,
inducements, commitments or conditions, express or implied, oral or written,
except as herein contained.  The express
terms hereof control and supersede any course of performance or usage


 


7

















 


of the trade inconsistent with any of the terms hereof.  Except as provided in Section 22, neither
this Guaranty Agreement nor any Guaranty Joinder Agreement nor any portion or provision
hereof or thereof may be changed, altered, modified, supplemented, discharged,
canceled, terminated, or amended orally or in any manner other than as provided
in the Amended Note Agreement.


 


18.                               Binding
Agreement; Assignment.  This
Guaranty Agreement, each Guaranty Joinder Agreement and the terms, covenants
and conditions hereof and thereof shall be binding upon and inure to the
benefit of the parties hereto and thereto, and to their respective heirs, legal
representatives, successors and assigns; provided, however, that
no Guarantor shall be permitted to assign any of its rights, powers, duties or
obligations under this Guaranty Agreement, any Guaranty Joinder Agreement or
any other interest herein or therein without the prior written consent of the
Required Holders, as the case may be. 
Without limiting the generality of the foregoing sentence of this Section 18, any
Holder may transfer to one or more Persons all or any part of its rights and
obligations under the Amended Note Agreement and the Notes (to the extent
permitted by the Amended Note Agreement); and to the extent of any such
transfer such other Person shall, to the fullest extent permitted by law,
thereupon become vested with all the benefits in respect thereof granted to
such Holder herein or otherwise, subject, however, to the provisions of the
Amended Note Agreement, including Section 16.2.


 


19.       [Reserved].


 


20.                               Severability. 
The provisions of this Guaranty Agreement are independent of and
separable from each other.  If any
provision hereof shall for any reason be held invalid or unenforceable, such
invalidity or unenforceability shall not affect the validity or enforceability
of any other provision hereof, but this Guaranty Agreement shall be construed
as if such invalid or unenforceable provision had never been contained herein.


 


21.                               Counterparts. 
This Guaranty Agreement may be executed in any number of counterparts
each of which when so executed and delivered shall be deemed an original, and
it shall not be necessary in making proof of this Guaranty Agreement to produce
or account for more than one such counterpart executed by the Guarantor against
whom enforcement is sought.


 


22.                               Termination.


 


(a)                                  Subject
to reinstatement pursuant to Section 13 hereof, this Guaranty Agreement and each
Guaranty Joinder Agreement, and all of the Guarantors’ Obligations hereunder
(excluding those Guarantors’ Obligations relating to Company’s Liabilities that
expressly survive such termination) shall terminate without delivery of any
instrument or performance of any act by any party on the Note Termination Date.


 


(b)                                 With
respect to the Guarantor’s Obligations of any Guarantor Disposed of in
accordance with the Amended Note Agreement, the Guarantor’s Obligations of such
Guarantor shall terminate upon the consummation of the Disposition of such
Guarantor in accordance with the terms of the Amended Note Agreement.


 


8

















 


23.                               Remedies
Cumulative; Late Payments.  All remedies hereunder are cumulative and
are not exclusive of any other rights and remedies of any Holder provided by
law or under the Amended Note Agreement, the other Related Agreements or other
applicable agreements or instruments. 
The entering into of the Amended Note Agreement by the Holders shall be
conclusively presumed to have been made or extended, respectively, in reliance
upon each Guarantor’s guaranty of the Company’s Liabilities pursuant to the
terms hereof.  Any amounts not paid when
due under this Guaranty Agreement shall bear interest at the Default Rate.


 


24.                               Notices. 
Any notice required or permitted hereunder or under any Guaranty Joinder
Agreement shall be given, (a) with respect to each Guarantor, at the address of
the Company indicated at the beginning of the Amended Note Agreement  and
(b) with respect to any Holder, at the Holder’s address for notices as set
forth in Schedule A to the Amended Note Agreement.  All such addresses may be modified, and all such notices shall be
given and shall be effective, as provided in Section 21 of the Amended Note Agreement
for the giving and effectiveness of notices and modifications of addresses
thereunder.


 


25.                               Joinder.  Each
Person who shall at any time execute and deliver to the Holders a Guaranty
Joinder Agreement substantially in the form attached as Exhibit A hereto
shall thereupon irrevocably, absolutely and unconditionally become a party
hereto and obligated hereunder as a Guarantor, and all references herein and in
the other Related Agreements to the Guarantors or to the parties to this Guaranty
Agreement shall be deemed to include such Person as a Guarantor hereunder.


 


26.                               Governing
Law; Venue; Waiver of Jury Trial.


 


(a)                                  THIS
GUARANTY AGREEMENT AND EACH GUARANTY JOINDER AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


(b)                                  EACH
GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR
ANY GUARANTY JOINDER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR
THEREIN MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY
OF NEW YORK, STATE OF NEW YORK, UNITED STATES OF AMERICA AND, BY THE EXECUTION
AND DELIVERY OF THIS GUARANTY AGREEMENT OR A GUARANTY JOINDER AGREEMENT, SUCH
GUARANTOR EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS
PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH
GUARANTOR HEREBY IRREVOCABLY SUBMITS GENERALLY AND


 


9

















 


UNCONDITIONALLY TO
THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.


 


(c)                                  EACH
GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A
COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT,
ACTION OR PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO
THE ADDRESS FOR NOTICES TO SUCH GUARANTOR IN EFFECT PURSUANT TO SECTION 24 HEREOF, OR BY ANY OTHER METHOD
OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW
YORK.


 


(d)                                  NOTHING
CONTAINED IN SUBSECTIONS (b) or (c) HEREOF SHALL PRECLUDE ANY HOLDER FROM
BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT OR ANY OTHER RELATED
AGREEMENT IN THE COURTS OF ANY JURISDICTION WHERE ANY GUARANTOR OR ANY OF SUCH
GUARANTOR’S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED.  TO THE EXTENT PERMITTED BY THE APPLICABLE
LAWS OF ANY SUCH JURISDICTION, EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH
SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION OVER IT
AND ITS PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY
BE AVAILABLE UNDER APPLICABLE LAW.


 


(e)                                  IN
ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER OR
RELATED TO THIS GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT OR ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE
FUTURE BE DELIVERED IN CONNECTION THEREWITH, EACH GUARANTOR AND THE HOLDERS
HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION,
SUIT OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND
HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
ANY SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.


 


(f)                                    EACH
GUARANTOR HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE THAT ANY COURT TO
WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS HEREOF IS AN
INCONVENIENT FORUM.


 


10

















 


IN
WITNESS WHEREOF, the parties hereto have duly executed
and delivered this Guaranty Agreement as of the day and year first written
above.


 


[Signature Pages Follow]


 

















 


	
   

  	
  GUARANTORS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PCC STRUCTURALS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  
					



 








 


	
   

  	
  PCC AIRFOILS LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  
					



 

















 


	
   

  	
  PCC SPECIALTY PRODUCTS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  J&L FIBER SERVICES, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  ADVANCED FORMING TECHNOLOGY, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  WYMAN-GORDON COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  PRECISION FOUNDERS INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  WYMAN GORDON FORGINGS (CLEVELAND), INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  WYMAN-GORDON FORGINGS LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    By
  WGF I LLC, its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
     By:

  	
   

  	
   

  
	
   

  	
     Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
     Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  WYMAN-GORDON INVESTMENT CASTINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  SPS TECHNOLOGIES, LLC

  
	
   

  	
  (f/k/a STAR ACQUISITION, LLC)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  PCC COMPOSITES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  CARMET INVESTORS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  CARMET COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  WG WASHINGTON STREET LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  WGF I LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  WGF II LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  WG FORGINGS 3 LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  WG FORGINGS 2 LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  INTERNATIONAL EXTRUDED PRODUCTS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  CANNON-MUSKEGON CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  GREENVILLE METALS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  GREER STOP NUT, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  HOWELL PENNCRAFT, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  M. ARGUESO & CO., INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  METALAC FASTENERS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  NSS TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  SPS INTERNATIONAL INVESTMENT COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  SPS TECHNOLOGIES WATERFORD COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


EXHIBIT 3


 


	
   

  	
  UNBRAKO, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


	
   

  	
  AVIBANK MFG., INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.
  Hawkes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
						



 

















 


EXHIBIT A


 


Form of Guaranty Joinder Agreement


 


GUARANTY JOINDER AGREEMENT


 


THIS GUARANTY  JOINDER
AGREEMENT (the “Guaranty Joinder
Agreement”), dated as of
                          ,
20     is made by
                                                              ,
a
                                
(the “Joining Guarantor”) pursuant
to the terms of that certain Amended Note Agreement (as amended, supplemented
or restated from time to time, the “Amended
Note Agreement”), dated as of December 9, 2003, by and among
Precision Castparts Corp., an Oregon corporation (the “Company”), and the Holders (as defined
therein) party thereto.  All capitalized
terms not otherwise defined herein shall have the meanings given to such terms
in the Amended Note Agreement.


 


A.                                    The
Joining Guarantor is a Subsidiary and required by the terms of the Amended Note
Agreement to become a “Guarantor”
under the Amended Note Agreement and be joined as a party to the Subsidiary
Guaranty.


 


B.                                    The
Joining Guarantor will materially benefit directly and indirectly from the
issuance of the Notes to the Holders pursuant to the Amended Note Agreement;


 


NOW, THEREFORE, the
Joining Guarantor hereby agrees as follows, for the benefit of the Holders:


 


1.                                      Joinder.  The
Joining Guarantor hereby irrevocably, absolutely and unconditionally becomes a
party to the Subsidiary Guaranty as a Guarantor and bound by all the terms,
conditions, obligations, liabilities and undertakings of each Guarantor or to
which each Guarantor is subject thereunder, including without limitation the
joint and several, unconditional, absolute, continuing and irrevocable
guarantee to the Holders of the payment and performance in full of the
Company’s Liabilities (as defined in the Subsidiary Guaranty) whether now
existing or hereafter arising, all with the same force and effect as if the
Joining Guarantor were a signatory to the Subsidiary Guaranty.


 


2.                                      Affirmations.  The Joining Guarantor hereby acknowledges
and reaffirms as of the date hereof with respect to itself, its properties and
its affairs each of the waivers, representations, warranties, acknowledgements
and certifications applicable to any Guarantor contained in the Subsidiary
Guaranty.


 


3.                                      Severability. 
The provisions of this Guaranty Joinder Agreement are independent of and
separable from each other.  If any
provision hereof shall for any reason be held invalid or unenforceable, such
invalidity or unenforceability shall not affect the validity or enforceability
of any other provision hereof, but this Guaranty Joinder Agreement shall be
construed as if such invalid or unenforceable provision had never been
contained herein.


 


2

















 


4.                                      Counterparts. 
This Guaranty Joinder Agreement may be executed in any number of counterparts
each of which when so executed and delivered shall be deemed an original, and
it shall not be necessary in making proof of this Guaranty Joinder Agreement to
produce or account for more than one such counterpart executed by the Joining
Guarantor.


 


5.                                      Delivery.  Joining Guarantor hereby irrevocably waives
notice of acceptance of this Guaranty Joinder Agreement and acknowledges that
the Company’s Liabilities are and shall be deemed to be incurred, and credit
extensions under the Related Agreements made and maintained, in reliance on
this Guaranty Joinder Agreement and the Guarantor’s joinder as a party to the
Subsidiary Guaranty as herein provided.


 


6.                                      Governing
Law; Venue; Waiver of Jury Trial.  The provisions of Section 26 of the
Subsidiary Guaranty are hereby incorporated by reference as if fully set forth
herein.


 


[Signature page follows.]


 


3

















 


IN
WITNESS WHEREOF, the Joining Guarantor has duly
executed and delivered this Guaranty Joinder Agreement as of the day and year
first written above.


 


	
   

  	
  JOINING GUARANTOR:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


4

















 


EXHIBIT 3


 


[FORM OF INTERCREDITOR AGREEMENT]


 


INTERCREDITOR AGREEMENT


 


Dated as of December 9, 2003


 


Among


 


BANK OF AMERICA, N.A.


THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY


THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY


For Its Group Annuity Separate Account


TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
AMERICA


MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY


C.M. LIFE INSURANCE COMPANY


HARTFORD LIFE INSURANCE COMPANY


HARTFORD LIFE AND ANNUITY INSURANCE COMPANY


HARTFORD UNDERWRITERS INSURANCE COMPANY


CONNECTICUT GENERAL LIFE INSURANCE COMPANY


LIFE INSURANCE COMPANY OF NORTH AMERICA


FORETHOUGHT LIFE INSURANCE COMPANY


ENSIGN PEAK ADVISORS, INC.


AND


PRECISION CASTPARTS CORP.


 

















 


Table of Contents


 


	
  SECTION 1.

  	
  DEFINITIONS

  	
   

  
	
  SECTION 2.

  	
  NOTICE PROVISIONS

  	
   

  
	
  Section 2.1

  	
  Notice by the Company

  	
   

  
	
  Section 2.2

  	
  Notice by each Agent

  	
   

  
	
  Section
  2.3

  	
  Notice by the Noteholders

  	
   

  
	
  Section 2.4

  	
  Notice Requirements

  	
   

  
	
  Section 2.5

  	
  Regarding Notice

  	
   

  
	
  SECTION 3.

  	
  SHARING OF RECOVERIES

  	
   

  
	
  SECTION
  4.

  	
  AGREEMENTS AMONG THE
  CREDITORS

  	
   

  
	
  Section
  4.1

  	
  Independent Actions by
  Creditors

  	
   

  
	
  Section 4.2

  	
  Relation of Creditors

  	
   

  
	
  Section 4.3

  	
  Acknowledgment
  of Subsidiary Obligor Obligations

  	
   

  
	
  Section
  4.4

  	
  Administrative Agent to Act

  	
   

  
	
  SECTION 5.

  	
  MISCELLANEOUS

  	
   

  
	
  Section 5.1

  	
  Entire Agreement

  	
   

  
	
  Section 5.2

  	
  Notices

  	
   

  
	
  Section 5.3

  	
  Successors and Assigns

  	
   

  
	
  Section
  5.4

  	
  Consents, Amendment,
  Waivers

  	
   

  
	
  Section 5.5

  	
  Governing Law

  	
   

  
	
  Section 5.6

  	
  Counterparts

  	
   

  
	
  Section 5.7

  	
  Severability

  	
   

  
	
  Section 5.8

  	
  Term of Agreement

  	
   

  



 


i

















 


INTERCREDITOR AGREEMENT


 


INTERCREDITOR AGREEMENT, dated as of December 9, 2003 (this “Agreement”), among
(i) BANK OF AMERICA, N.A., in its respective capacities as a lender under the
Credit Agreement referred to in the RECITALS below and as administrative agent
for all of the lenders thereunder (in its capacity as administrative agent
under the Credit Agreement, together with any successor agent thereunder, the “Administrative Agent”,
and in its capacity as a lender together with any other person from time to
time party to the Credit Agreement as a lender, being hereinafter referred to
as the “Lenders”),
(ii) THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, THE NORTHWESTERN MUTUAL
LIFE INSURANCE COMPANY For Its Group Annuity Separate Account, TEACHERS
INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, C.M. LIFE INSURANCE COMPANY, HARTFORD LIFE INSURANCE
COMPANY, HARTFORD LIFE AND ANNUITY INSURANCE COMPANY, HARTFORD UNDERWRITERS
INSURANCE COMPANY, CONNECTICUT GENERAL LIFE INSURANCE COMPANY, LIFE INSURANCE
COMPANY OF NORTH AMERICA, FORETHOUGHT LIFE INSURANCE COMPANY AND ENSIGN PEAK
ADVISORS, INC. (collectively, together with any other holders from time to time
of the Notes referred to in the RECITALS below, being hereinafter referred to
as the “Noteholders”
and the Lenders, the Noteholders and each other person to whom any Subject
Obligations (as defined in Section 1 below) are owed being hereinafter referred
to collectively as the “Creditors”
and each individually as a “Creditor”), and (iii) Precision Castparts Corp., as the
borrower under the Credit Agreement and the issuer of the Notes to the
Noteholders (the “Company”).


 


RECITALS:


 


A.                                   Under
and pursuant to the Note Purchase Agreement, dated as of June 17, 1996, as
amended by the First Amendment to Note Purchase Agreement, dated as of April 1,
1998, the Second Amendment to the 1996 Note Purchase Agreements, dated as of
August 4, 1999, the Third Amendment to the 1996 Note Purchase Agreements, dated
as of March 10, 2000, and the Fourth Amendment to the 1996 Note Purchase
Agreements, dated as of September 27, 2002 (as so amended, the “1996 Note Agreement”),
between SPS Technologies, Inc., a corporation organized under the laws of
Pennsylvania (“SPS”),
The Northwestern Mutual Life Insurance Company (“NMLIC”), Teachers Insurance and Annuity
Association of America (“TIAA”)
and Massachusetts Mutual Life Insurance Company (“Mass Mutual”), SPS issued and sold (i)
its 7.88% Series A Senior Notes due 2011 in the original aggregate principal
amount of $60,000,000 (the “1996 Series A Notes”) and (ii) its 7.70% Series B Senior
Notes due 2011 in the original aggregate principal amount of $25,000,000 (the “1996 Series B Notes”
and, together with the 1996 Series A Notes, the “1996 Notes”).  The 1996 Notes are currently held by TIAA, Mass Mutual, NMLIC,
C.M. Life Insurance Company (“CM Life”) and Hartford Life and Annuity Insurance
Company.


 


B.                                     Under
and pursuant to the Note Purchase Agreement, dated as of August 4, 1999, as
amended by the First Amendment to the 1999 Note Purchase Agreement, dated as of
March 10, 2000 and the Second Amendment to the 1999 Note Purchase Agreement,
dated as of September 27, 2002 (as so amended, the “1999 Note Agreement”),
between SPS, NMLIC, NMLIC for its Group Annuity Separate Account, TIAA, Mass
Mutual, Connecticut General Life


 


1

















 


Insurance
Company (“Con Gen”),
CM Life and Forethought Life Insurance Company (“Forethought”), SPS issued and sold (i)
its 7.85% Series A Senior Notes due 2014 in the original aggregate principal
amount of $50,000,000 (the “1999 Series A Notes”) and (ii) its 7.75% Series B Senior
Notes due 2009 in the original aggregate principal amount of $30,000,000 (the “1999 Series B Notes”
and, together with the 1999 Series A Notes, the “1999 Notes”).  The 1999 Notes are currently held by TIAA, Mass Mutual, CM Life,
NMLIC for its Group Annuity Separate Account, Hartford Life Insurance Company,
Hartford Underwriters Insurance Company, Con Gen, Forethought and Ensign Peak
Advisors, Inc.


 


C.                                     Under
and pursuant to the Note Purchase Agreement, dated as of February 25, 2000, as
amended by the First Amendment to the 2000 Note Purchase Agreement, dated as of
March 10, 2000, and the Second Amendment to the 2000 Note Purchase Agreement,
dated as of September 27, 2002 (as so amended, the “2000 Note Agreement”),
between SPS, Con Gen and Life Insurance Company of North America (“LICNA”), SPS issued
and sold its 8.37% Senior Notes due 2010 in the original aggregate principal
amount of $15,000,000 (the “2000 Notes”). 
The 2000 Notes are currently held by LICNA and Con Gen.


 


D.                                    The
1996 Notes, the 1999 Notes and the 2000 Notes are collectively referred to
herein as the “Notes”.


 


E.                                      Under
and pursuant to the Credit Agreement dated as of December 9, 2003 (as such
Credit Agreement may from time to time be amended, restated, modified, renewed,
amended and restated or replaced, including any increase in the amount thereof,
the “Credit Agreement”),
among the Company, the Administrative Agent, in its capacity as administrative
agent thereunder, and the Lenders, the Lenders have made available to the
Company and such subsidiaries certain credit facilities in an original
aggregate maximum principal amount at any time outstanding of $700,000,000 (all
amounts outstanding in respect of said credit facilities being hereinafter
collectively referred to as the “Loans”).


 


F.                                      Under
the terms of the Credit Agreement, certain subsidiaries of the Company have
entered into a Guaranty Agreement dated as of December 9, 2003 (as such
Guaranty Agreement may from time to time be amended, restated, modified,
renewed, amended and restated or replaced, including any increase in the amount
thereof, the “Senior
Credit Guaranty”), pursuant to which each of such subsidiaries
of the Company jointly and severally guarantees all Obligations (as defined in
the Credit Agreement) of the Company under the Credit Agreement (any such subsidiary
which is or may from time to time hereafter become a party to the Senior Credit
Guaranty or otherwise become contractually liable for the Obligations of the
Company under the Credit Agreement being hereinafter referred to individually
as a “Senior Credit
Subsidiary Obligor” and collectively as the “Senior Credit Subsidiary Obligors”).


 


G.                                     The
Company, Star Acquisition, LLC, a Pennsylvania limited liability company and
wholly-owned subsidiary of the Company (“Merger Sub”), and SPS have entered into an
Agreement and Plan of Merger dated as of August 16, 2003 (the “Merger Agreement”),
pursuant to which SPS will be merged with and into Merger Sub, with Merger Sub
as the surviving limited liability company (the “Merger”).  Upon consummation of the Merger, Merger Sub will change its name
to SPS Technologies, LLC.  In connection
with the consummation of the Merger, the Company has requested that each
Noteholder execute and deliver the Amended and


 


2

















 


Restated Note
Purchase Agreement dated as of the date hereof (the “Amended Note Agreement”),
pursuant to which each of the 1996 Note Agreements, the 1999 Note Agreement and
the 2000 Note Agreement is amended and restated, and the obligations under each
of the 1996 Notes, the 1999 Notes and the 2000 Notes are being assumed by the
Company, and the Noteholders have agreed to execute and deliver the Amended
Note Agreement.


 


H.                                    Pursuant to the
Amended Note Agreement, certain subsidiaries of the Company are entering into a
Guaranty Agreement dated as of December 9, 2003 (as such Guaranty Agreement may
from time to time be amended, restated, modified, renewed, amended and restated
or replaced, including any increase in the amount thereof, the “Note Guaranty”),
pursuant to which each of such subsidiaries of the Company jointly and
severally guarantees the obligations of the Company under the Notes (any such
subsidiary which is or may from time to time hereafter become a party to the
Note Guaranty or otherwise become contractually liable for the obligations of
the Company under the Notes being hereinafter referred to individually as a “Note Subsidiary Obligor”
and collectively as the “Note
Subsidiary Obligors” and together with the Senior Credit
Subsidiary Obligors, the “Subsidiary
Obligors”).  Each
Subsidiary Obligor that is both a Senior Credit Subsidiary Obligor and a Note
Subsidiary Obligor is hereinafter referred to individually as a “Joint Obligor” and
collectively as the “Joint
Obligors”.  The Senior
Credit Guaranty, the Note Guaranty and any other agreement pursuant to which
any subsidiary of the Company guarantees or otherwise is or becomes
contractually liable for the debt of the Company outstanding under the Credit
Agreement or the Amended Note Agreement or any of the Notes is hereinafter
referred to as a “Subsidiary
Agreement”.


 


I.                                         In connection
with the Amended Note Agreement, and as an additional condition thereto, the
Noteholders have requested that the Lenders enter into this Agreement, and the
Lenders have so agreed.


 


Now, THEREFORE, in consideration of the premises and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


SECTION 1.  DEFINITIONS.


 


In addition to the terms specifically defined in the introductory
paragraph to this Agreement and in the RECITALS, the following terms shall have
the meanings assigned to them below in this Section l or in other provisions of
this Agreement referred to below:


 


“Bankruptcy Proceeding”
shall mean, with respect to any person, a general assignment of such person for
the benefit of its creditors, or the institution by or against such person of
any proceeding seeking relief as debtor, or seeking to adjudicate such person
as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or
composition of such person or its debts, under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or seeking appointment of a
receiver, trustee, custodian or other similar official for such person or for
any substantial part of its property.


 


3

















 


“Business Day” shall mean
any day other than a Saturday, Sunday or any other day on which commercial
banks are authorized by law to be closed in New York, New York, Portland,
Oregon or San Francisco, California.


 


“Credit Documents” shall
mean the Credit Agreement and the Amended Note Agreement.


 


“Default” shall mean any
event or condition which is a “Default” under and as defined in any Credit
Document.


 


“Event of Default” shall
mean any “Event of Default” under and as defined in any Credit Document.


 


“Excess Subsidiary Payment”
shall mean as to any Creditor an amount equal to the greater of (x) the
Subsidiary Payment received by such Creditor less the Pro Rata Share of
Subsidiary Payments to which such Creditor is then entitled and (y) zero.


 


“Make-Whole Amount” has
the meaning given thereto in the Amended Note Agreement.


 


“Pro Rata Share of Subsidiary
Payments” shall mean as of the date of any Subsidiary Payment to a
Creditor under a Subsidiary Agreement an amount equal to the product obtained
by multiplying (x) the amount of all Subsidiary Payments made by the Joint
Obligors to all Creditors concurrently with (and including) the payments to
such Creditor less, with respect to each such Creditor, all reasonable
out-of-pocket unreimbursed costs actually incurred by such Creditor in
connection with the collection of such Subsidiary Payments (and not
representing a mere allocation of expenses incurred by such Creditor generally
in recovering Subject Obligations owed to it) by (y) a fraction, the numerator
of which shall be the Specified Amount owing to such Creditor (as reflected in
detail, including all relevant calculations, on a certificate submitted by such
Creditor to each other Creditor) and the denominator of which is the aggregate
amount of all outstanding Subject Obligations (without giving effect to the
application of any such Subsidiary Payments, and calculated to exclude therefrom
any portion of the Make-Whole Amount otherwise included therein).


 


“Ripening Default” shall
mean any Default under any Credit Document, provided that such Default shall
have matured into an Event of Default under such Credit Document.


 


“Sharing Creditor” shall
have the meaning assigned thereto in Section 3.


 


“Specified Amount” shall
mean as to any Creditor the aggregate outstanding amount of the Subject
Obligations (calculated to exclude therefrom any portion of the Make-Whole
Amount otherwise included therein) owed to such Creditor.


 


“Subject Obligations”
shall mean all principal of, premium, if any (including any Make-Whole Amount),
and interest on, the Notes and the Loans and all other obligations of the
Company under or in respect of the Notes and the Loans under the Amended Note
Agreement and the Credit Agreement and any other obligations of the Company to
any Creditor under any Credit Document for which a Joint Obligor is
contractually liable, whether jointly and severally with the Company, pursuant
to a guaranty or otherwise; provided that any amount that would


 


4

















 


otherwise
constitute a Subject Obligation but which is not allowed as a claim enforceable
against the Company in a Bankruptcy Proceeding under applicable law shall be
excluded from the computation of “Subject Obligations” hereunder.


 


“Subsidiary Payment”
shall have the meaning assigned thereto in Section 3.


 


SECTION 2.  NOTICE PROVISIONS.


 


Section 2.1                                      Notice by the Company.  Promptly upon (and in any event within three
Business Days after) becoming aware of the existence of any Default or Event of
Default, the Company shall give notice thereof to each of the Creditors.


 


Section 2.2                                      Notice by the Administrative Agent.  Promptly upon (and in any event within five
Business Days after) having actual knowledge of the existence of any Event of
Default under the Credit Agreement, the Administrative Agent shall use
commercially reasonable efforts to give notice thereof to the Company and each of
the Noteholders, provided, however that (i) the failure by the
Administrative Agent to give such notice to the Company shall not affect the
rights of the Administrative Agent, any Lender or any other party under the
Credit Agreement against the Company or any Senior Credit Subsidiary Obligor
under the Credit Agreement, the Senior Credit Guaranty or any other Loan
Document (as defined in the Credit Agreement), (ii) the failure by the
Administrative Agent to give such notice to the Noteholders shall not affect
the right of any Creditor to its Pro Rata Share of Subsidiary Payments as
provided in Section 3 and (iii) the failure by the Administrative Agent to give
such notice to the Company or any Noteholder shall not give rise to any legal
liability of or cause or action against the Administrative Agent as a result of
such failure.


 


Section 2.3                                      Notice by the Noteholders.  Promptly upon (and in any event within five
Business Days after) having actual knowledge of the existence of any Event of
Default under the Amended Note Agreement, each Noteholder shall use
commercially reasonable efforts to give notice thereof to the Company and to
the Administrative Agent, provided, however
that (i) the failure of any Noteholder to give such notice to the Company shall
not affect its rights against the Company under the Notes held by it or the
Amended Note Agreement or against any Note Subsidiary Obligor under the Note
Guaranty to which it is a party, (ii) the failure by any Noteholder to give any
such notice to the Administrative Agent shall not affect the right of any
Creditor to its Pro Rata Share of Subsidiary Payments as provided in Section 3
and (iii) the failure by any Noteholder to give such notice to the Company or
the Administrative Agent shall not give rise to any legal liability of or cause
or action against such Noteholder as a result of such failure.


 


Section 2.4                                      Notice Requirements.  Each notice of any Event of Default
delivered in accordance with Section 2.1, 2.2 or 2.3 shall (a) identify the
Credit Document under which such Default or Event of Default shall have
occurred, (b) briefly describe the facts or circumstances resulting in or
giving rise to such Default or Event of Default, and (c) specify the date of
occurrence of such Default or Event of Default.


 


Section 2.5                                      Regarding Notice.  Notwithstanding any provision of this
Section 2 to the contrary, neither the Administrative Agent nor any Noteholder
shall be required to give


 


5

















 


notice hereunder in
respect of any Event of Default of which such Creditor has actual knowledge if
such actual knowledge is attributable to a notice in respect thereof previously
delivered hereunder.


 


SECTION 3.  SHARING OF RECOVERIES.


 


Each Creditor hereby agrees with each other Creditor that payments
obtained by such Creditor from any Joint Obligor through setoff or other
application of deposit balances pursuant to the terms of a Subsidiary Agreement
or otherwise with respect to a Subject Obligation of any Joint Obligor (a “Subsidiary Payment”)
at any time following the occurrence of a Ripening Default shall be shared
among all of the Creditors so that each Creditor shall receive its Pro Rata
Share of Subsidiary Payments. 
Accordingly, each Creditor hereby agrees that in the event that (a) an
Event of Default shall have occurred, (b) at any time following the occurrence
of a Ripening Default, any Creditor shall have obtained a Subsidiary Payment (a
“Sharing Creditor”),
and (c) any other Creditor shall not concurrently receive its Pro Rata Share of
Subsidiary Payments from the Subsidiary Obligors, then the Sharing Creditor
shall promptly remit a portion of the Excess Subsidiary Payment to each other
Creditor (or, in the case of payments to be made to Creditors who are Lenders
under the Credit Agreement, to the Administrative Agent for the benefit of
itself and the Lenders) who shall then be entitled thereto so that, after
giving effect to such payment (and any other payments then being made by any
other Sharing Creditor pursuant to this Section 3), each Creditor shall have
received its Pro Rata Share of Subsidiary Payments (after giving effect to the
distribution thereof by the Administrative Agent to the Lenders).  Any such payments by a Sharing Creditor to
another Creditor or to the Administrative Agent, as applicable, of a portion of
an Excess Subsidiary Payment received by such Sharing Creditor shall be made,
at the election of the Sharing Creditor (but in any event on terms that are
mutually acceptable to the Sharing Creditor and such other Creditor or the
Administrative Agent, as applicable), by way of distributions to, or purchases
of participations in (or, to the extent permitted by the applicable Credit
Document, direct interests in) the Loans or Notes held by such other Creditor,
in any such case to the extent necessary to cause such Sharing Creditor to
share such Excess Subsidiary Payment with the other Creditors as provided in
the preceding paragraph; provided, however,
that if all or any portion of such Excess Subsidiary Payment is thereafter
recovered from such Sharing Creditor by any Joint Obligor (including, without
limitation, by any trustee in bankruptcy of such Joint Obligor or any creditor
thereof), such distribution, purchase or other arrangement, as the case may be,
shall be rescinded ratably and such other Creditor shall return to such Sharing
Creditor any amount received by it to the extent of its ratable share of such
recovery, but without interest, and provided
further that nothing herein contained shall obligate any Creditor to
resort to any setoff or other application of any deposit balance under any
Credit Document or Subsidiary Agreement, or otherwise to avail itself of any
recourse by resort to any guaranty or property of the Company or any Senior
Credit Subsidiary Obligor or Note Subsidiary Obligor, the taking of any such
action to remain within the absolute discretion of such Creditor or Creditors
(as provided in the applicable Credit Document) without obligation of any kind
to the other Creditors to take any such action.


 


SECTION 4.  AGREEMENTS AMONG THE CREDITORS.


 


Section 4.1                                      Independent Actions by Creditors.  Nothing contained in this Agreement shall
prohibit any Creditor from (a) accelerating the maturity of, or demanding
payment from any


 


6

















 


Subsidiary Obligor on,
any Subject Obligation of the Company or any Subsidiary Obligor to such
Creditor, or (b) instituting legal action against the Company or any Subsidiary
Obligor to obtain a judgment or other legal process in respect of such Subject
Obligation or require any sharing of funds received or recovered from the
Company, but any funds received from any Joint Obligor constituting a
Subsidiary Payment shall be subject to the terms of this Agreement.


 


Section 4.2                                      Relation of Creditors.  This Agreement is entered into solely for
the purposes set forth herein, and no Creditor assumes any responsibility to
any other party hereto to advise such other party of information known to such
other party regarding the financial condition of the Company or any Subsidiary
Obligor or of any other circumstances bearing upon the risk of nonpayment of
the Subject Obligations.  Each Creditor
specifically acknowledges and agrees that nothing contained in this Agreement
is or is intended to be for the benefit of the Company or any Subsidiary
Obligor and nothing contained herein shall limit or in any way modify any of
the obligations of the Company or the Subsidiary Obligors to the Creditors.


 


Section 4.3                                      Acknowledgment of Subsidiary Obligor Obligations.  The Lenders hereby expressly acknowledge the
existence and validity of the Amended Note Agreement and the Note Guaranty, and
the Noteholders hereby expressly acknowledge the existence and validity of the
Credit Agreement and the Senior Credit Guaranty.


 


Section 4.4                                      Administrative Agent to Act.  Each of the parties hereto acknowledges that
the Administrative Agent is executing this Agreement for the benefit of itself
and the Lenders, and that certain actions required to be taken by the Lenders
as Creditors herein may be taken with the Administrative Agent acting in such
capacity, and each party hereto agrees that the requirements of Section 3 and
the other provisions of this Agreement may be fulfilled by the Lenders as
Creditors through the Administrative Agent, as provided herein, in the Credit
Agreement or in any other Loan Document (as defined in the Credit Agreement).


 


SECTION 5.  MISCELLANEOUS.


 


Section 5.1                                      Entire Agreement.  This Agreement represents the entire
Agreement among the Creditors and, except as otherwise provided, this Agreement
may not be altered, amended or modified except in a writing executed by all the
parties to this Agreement.


 


Section 5.2                                      Notices.  Notices
hereunder shall be given to the Creditors at their addresses as set forth
below:


 


Bank of America, N.A.


Agency Management


[Address]


San Francisco, California [Zip]


Attention:                                         Ms.
Suzieanna Wan


Telephone:                                    (415)
436-2772


Telecopy:                                           (415)
      -        


 


7

















 


with a copy to:


 


Bank of America, N.A.


555 California Street


CA5-705-12-14


San Francisco, CA 94104


Attention:                                         Mr.
Ken Beck


Telephone:                                    (415)
953-5753


Telecopy:                                           (415)
622-4585


 


THE NORTHWESTERN MUTUAL LIFE

INSURANCE COMPANY


720 East Wisconsin Avenue


Milwaukee, WI 53202


Attention:                                         Securities
Department


Telecopy:                                           (414)
665-7124


 


THE NORTHWESTERN MUTUAL LIFE

INSURANCE COMPANY for its Group

Annuity Separate Account


720 East Wisconsin Avenue


Milwaukee, WI 53202


Attention:                                         Securities
Department


Telecopy:                                           (414)
665-7124


 


TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF

AMERICA


730 Third Avenue


New York, New York 10017


Attention:                                                                         


Telecopy:                                                                           


 


MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY


c/o David L. Babson &
Company Inc.


1500 Main Street


Springfield, MA  01115


Attention:                                         Securities
Investment Division


Telecopy:                                                                           


 


C.M. LIFE INSURANCE COMPANY


c/o David L. Babson &
Company Inc.


1500 Main Street


Springfield, MA  01115


Attention:                                         Securities
Investment Division


Telecopy:                                                                           


 


8

















 


HARTFORD LIFE
INSURANCE COMPANY,


HARTFORD LIFE
AND ANNUITY INSURANCE COMPANY, and


HARTFORD
UNDERWRITERS INSURANCE COMPANY


c/o Hartford
Investment Management Company


P.O. Box 1744


Hartford, Connecticut
06144-1744


Attention:                                         Investment
Department-Private Placements


Telecopy:                                           (860)
297-8884


 


CONNECTICUT GENERAL LIFE
INSURANCE COMPANY


c/o CIGNA Investments, Inc.


900 Cottage Grove Road


Hartford, CT 06152-2307


Attention:                                                                         


Telecopy:                                                                           


 


LIFE INSURANCE COMPANY OF NORTH
AMERICA


c/o CIGNA Investments, Inc.


900 Cottage Grove Road


Hartford, CT 06152-2307


Attention:                                                                         


Telecopy:                                                                           


 


FORETHOUGHT
LIFE INSURANCE COMPANY


c/o Charter
Oak Capital Management


One Financial
Plaza, 17th Floor


Hartford, CT
06156


Attention:                                                                         


Telecopy:                                                                           


 


ENSIGN PEAK ADVISORS, INC.50 East North Temple Street

Salt Lake City, Utah   84150


Attention:                                                                         


Telecopy:                                                                           


 


or at such other address as may be designated
by each in a written notice to the other parties hereto.


 


Section 5.3                                      Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of each of the Creditors and their respective successors
and assigns, whether so expressed or not, and, in particular, shall inure to
the benefit of and be enforceable by any future holder or holders of any
Subject Obligations.  The term
“Creditor” shall include any such subsequent holder of Subject Obligations,
wherever the context permits, and any person that becomes a Creditor by its
acceptance of any Loan or Note, as the case may be, shall be bound by the terms
hereof.


 


9

















 


Section 5.4                                      Consents, Amendment, Waivers.  All amendments, waivers or consents of any
provision of this Agreement shall be effective only if the same shall be in
writing and signed by each Noteholder and by the Administrative Agent for
itself and the Lenders.


 


Section 5.5                                      Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


 


Section 5.6                                      Counterparts.  This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one Agreement,
and any of the parties hereto may execute this Agreement by signing any such
counterpart.


 


Section 5.7                                      Severability.  In case any one or more of the provisions
contained in this Agreement shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not in any way be affected or impaired thereby.


 


Section 5.8                                      Term of Agreement.  This Agreement shall terminate when all
Subject Obligations are paid in full and such payments are not subject to any
possibility of revocation or rescission or until all of the parties hereto
mutually agree in a writing to terminate this Agreement.


 


[Signature
pages follow.]


 


10

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first above written.


 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


1

















 


	
   

  	
  THE NORTHWESTERN MUTUAL LIFE

  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


2

















 


	
   

  	
  THE NORTHWESTERN MUTUAL LIFE

  INSURANCE COMPANY,  for Its Group

  Annuity Separate Account

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


3

















 


	
   

  	
  TEACHERS INSURANCE AND ANNUITY

  ASSOCIATION OF AMERICA

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


4

















 


	
   

  	
  MASSACHUSETTS MUTUAL LIFE

  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  David L. Babson & Company Inc. as

  Investment Adviser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


5

















 


	
   

  	
  C.M. LIFE INSURANCE COMPANY,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  David L. Babson & Company Inc. as

  Investment Sub-Adviser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


6

















 


	
   

  	
  HARTFORD LIFE INSURANCE

  COMPANY

  
	
   

  	
   

  
	
   

  	
  HARTFORD LIFE AND ANNUITY

  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  HARTFORD UNDERWRITERS

  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  Each by Hartford Investment Management

  
	
   

  	
   

  	
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


7

















 


	
   

  	
  CONNECTICUT GENERAL LIFE

  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CIGNA
  Investments, Inc. (authorized agent)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


8

















 


	
   

  	
  LIFE INSURANCE COMPANY OF NORTH

  AMERICA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CIGNA
  Investments, Inc. (authorized agent)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


9

















 


	
   

  	
  FORETHOUGHT LIFE INSURANCE

  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ronald J.
  Marek

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President & Chief Investment

  Officer

  



 


10

















 


	
   

  	
  ENSIGN PEAK ADVISORS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


 


11

















 


	
   

  	
  PRECISION CASTPARTS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


12

















 


	
   

  	
  Acknowledged and agreed by each of the

  following:

  
	
   

  	
   

  
	
   

  	
  PCC STRUCTURALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


13

















 


	
   

  	
  PCC AIRFOILS, LLC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


14

















 


	
   

  	
  PCC SPECIALTY PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


15

















 


	
   

  	
  J&L FIBER SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


16

















 


	
   

  	
  ADVANCED FORMING TECHNOLOGY,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


17

















 


	
   

  	
  WYMAN-GORDON COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


18

















 


	
   

  	
  PRECISION FOUNDERS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


19

















 


	
   

  	
  WYMAN GORDON FORGINGS

  (CLEVELAND), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


20

















 


	
   

  	
  WYMAN-GORDON FORGINGS LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By WGF I LLC,
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


21

















 


	
   

  	
  WYMAN-GORDON INVESTMENT CASTINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


22

















 


	
   

  	
  STAR ACQUISITION, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


23

















 


	
   

  	
  PCC COMPOSITES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


24

















 


	
   

  	
  CARMET INVESTORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


25

















 


	
   

  	
  CARMET COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


26

















 


	
   

  	
  WG WASHINGTON STREET LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


27

















 


	
   

  	
  WGF I LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


28

















 


	
   

  	
  WGF II LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


29

















 


	
   

  	
  WG FORGINGS 3 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


30

















 


	
   

  	
  WG FORGINGS 2 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


31

















 


	
   

  	
  INTERNATIONAL EXTRUDED

  PRODUCTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


32

















 


	
   

  	
  CANNON-MUSKEGON CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


33

















 


	
   

  	
  GREENVILLE METALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


34

















 


	
   

  	
  GREER STOP NUT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


35

















 


	
   

  	
  HOWELL PENNCRAFT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


36

















 


	
   

  	
  M. ARGUESO & CO., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


37

















 


	
   

  	
  METALAC FASTENERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


38

















 


	
   

  	
  NSS TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


39

















 


	
   

  	
  SPS INTERNATIONAL INVESTMENT

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


40

















 


	
   

  	
  SPS TECHNOLOGIES WATERFORD

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


41

















 


	
   

  	
  UNBRAKO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


42

















 


	
   

  	
  AVIBANK MFG., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey
  A.  Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


43