Exhibit
4.3


 




 





PRECISION
CASTPARTS CORP.,


 


THE
GUARANTEEING SUBSIDIARIES LISTED ON SCHEDULE A


 


AND THE OTHER
GUARANTORS LISTED ON SCHEDULE B


 


TO


 


J.P. MORGAN
TRUST COMPANY, NATIONAL ASSOCIATION


 


as Trustee


 


 


THIRD
SUPPLEMENTAL INDENTURE


 


Dated as of
December 9, 2003




 





 

















 


Third Supplemental Indenture (this “Supplemental
Indenture”), dated as of December 9, 2003, among Precision Castparts
Corp. (or its permitted successor), an Oregon corporation (the “Company”), the Restricted Subsidiaries
listed on Schedule A hereto (the “Guaranteeing Subsidiaries”), the Guarantors
(as defined in the Indenture referred to herein) listed on Schedule B hereto
(the “Other Guarantors”) and J.P. Morgan Trust Company, National Association
(as successor to Bank One Trust Company, N.A., as successor to The First
National Bank of Chicago), as trustee under the Indenture referred to below
(the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the
Company and the Other Guarantors have heretofore executed and delivered to the
Trustee an indenture, dated as of December 17, 1997, as amended by indentures
supplemental thereto (the “Indenture”;
which term as used herein includes the Second Supplemental Indenture dated
December 9, 2003, establishing the title, form and terms of $200,000,000
aggregate principal amount of the Company’s 5.60% Senior Notes due 2013 (the “Notes”));


 


WHEREAS, the
Indenture provides that under certain circumstances the Guaranteeing
Subsidiaries shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee
all of the obligations of the Company under the Notes and all of the
obligations of the Company under the Indenture that relate to the Notes and to
any other series of Securities with respect to which Article Fourteen of the
Indenture applies, on the terms and conditions set forth herein (the “Note Guarantees”); and


 


WHEREAS,
pursuant to Section 901 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.


 


NOW THEREFORE,
in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing
Subsidiaries and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:


 


Capitalized Terms.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


Agreement to Guarantee.  The Guaranteeing Subsidiaries hereby agree
as follows:


 


Along with all other Guarantors, to jointly
and severally Guarantee to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, irrespective of
the validity and enforceability of the Indenture, the Notes or the obligations
of the Company hereunder or thereunder, that:


 


(i)                                     the
principal of, premium, if any, and interest on the Notes will be promptly paid
in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of, premium, if any, and
interest on the Notes, if lawful (subject in all cases to any applicable grace
period provided herein or therein), and all other obligations of the Company to
the


 

















 


Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and


 


(ii)                                  in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.  Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same
immediately.  The Note Guarantees are
guarantees of payment and not of collection.


 


The
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
that might otherwise constitute a legal or equitable discharge or defense of a
Guarantor other than the defeasance of the Securities pursuant to Section 1302
of the Indenture.


 


Subject to Section 507 of the Indenture, the
following is hereby waived: diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice
and all demands whatsoever.


 


The Note Guarantees shall not be discharged
except by complete performance of the obligations contained in the Notes and
the Indenture.


 


If any Holder or the Trustee is required by
any court or otherwise to return to the Company, the Guarantors, or any
Custodian, Trustee, liquidator or other similar official acting in relation to
either the Company or the Guarantors, any amount paid by either the Trustee or
such Holder, the Note Guarantees, to the extent theretofore discharged, shall
be reinstated in full force and effect.


 


The Guaranteeing Subsidiaries shall not be
entitled to any right of subrogation in relation to the Holders in respect of
any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby.


 


As between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article
Five of the Indenture for the purposes of the Note Guarantees, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article Five of
the Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of the Note
Guarantees. The Guaranteeing Subsidiaries shall have the right to seek
contribution from any non-paying 


 

















 


Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Note Guarantees.


 


That, pursuant to Section 1402 of the
Indenture, it is the intention of each Guaranteeing Subsidiary that its Note
Guarantee not constitute a fraudulent transfer or conveyance for purposes of
applicable Bankruptcy or fraudulent conveyance laws to the extent applicable to
its Note Guarantee, and to effectuate the foregoing intention, agrees hereby
irrevocably that the obligations of such Guaranteeing Subsidiary will be
limited to the maximum amount as will (after giving effect to such maximum
amount and any other contingent and fixed liabilities of such Guaranteeing
Subsidiary that are relevant under any applicable Bankruptcy or fraudulent
conveyance laws, and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under Article
Fourteen of the Indenture) result in the obligations of such Guaranteeing
Subsidiary under its Note Guarantee not constituting a fraudulent transfer or
conveyance.


 


Execution and Delivery.  Each Guaranteeing Subsidiary agrees that its
Note Guarantee shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.


 


Guaranteeing Subsidiary May Consolidate,
Etc., on Certain Terms.  A Guaranteeing Subsidiary may not sell or otherwise dispose of
all or substantially all of its assets, or consolidate with or merge with or
into (whether or not such Guaranteeing Subsidiary is the surviving Person)
another Person other than the Company or another Guarantor, unless:


 


(a)                                  immediately
after giving effect to such transaction, no Event of Default exists; and


 


(b)                                 (i)                                     the
Person acquiring the property in any such sale or disposition or the Person
formed by or surviving any such consolidation or merger (if other than the
Guaranteeing Subsidiary) is a corporation or limited liability company,
organized or existing under the laws of the United States, any state thereof or
the District of Columbia and assumes all the obligations of that Guaranteeing
Subsidiary under the Indenture, its Note Guarantee and the Registration Rights
Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or


 


(ii)                                  immediately
after giving effect to such sale or other disposition, the Guaranteeing
Subsidiary would not otherwise be required to provide a Note Guarantee pursuant
to Section 1010(vi) of the Indenture and such sale or disposition otherwise
complies with Article Eight of the Indenture.


 


In case of any
such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Note Guarantee and the
due and punctual performance of all of the covenants and conditions of the
Indenture to be performed by a Guaranteeing Subsidiary, such successor Person
shall succeed to and be substituted for a Guaranteeing Subsidiary with the same
effect as if it had been named herein as a Guaranteeing Subsidiary.


 


Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee.  All the Note Guarantees so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Note Guarantees theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of such Note Guarantees had been issued at the
date of the execution hereof.


 


Except as set
forth in Articles Eight and Ten of the Indenture, and notwithstanding clauses
(a) and (b) above, nothing contained in this Supplemental Indenture or in any
of the Notes shall prevent any consolidation or merger of a Guaranteeing
Subsidiary with or into the Company or another Guarantor, or shall prevent any
sale or conveyance of the property of a Guaranteeing Subsidiary as an entirety
or substantially as an entirety to the Company or another Guarantor.


 


Releases.


 


(a)                                  Any
Guaranteeing Subsidiary will be released and relieved of any obligations under
its Note Guarantee:  (i) in connection
with any sale of all or substantially all of the assets of such Guaranteeing
Subsidiary to a Person that is not (either before or after giving effect to
such transaction) an Affiliate of the Company in compliance with Article
Fourteen of the Indenture; or (ii) if such Guaranteeing Subsidiary consolidates
with or merges with or into another Person other than the Company or another
Guarantor in compliance with Article Fourteen of the Indenture, and such
Guaranteeing Subsidiary is not the surviving Person, or (iii) if such
Guaranteeing Subsidiary would not otherwise be required to provide a Note
Guarantee pursuant to Section 1010(vi) of the Indenture, or (iv) upon legal
defeasance of the Company’s and all Guarantors’ obligations pursuant to Section
1302 of the Indenture or upon satisfaction and discharge of the Indenture
pursuant to Section 401 of the Indenture. 
Upon delivery by the Company to the Trustee of an Officers’ Certificate
and an Opinion of Counsel to the effect that one of the foregoing requirements
has been satisfied and that the conditions to the release of a Guaranteeing
Subsidiary under this Section 5 have been satisfied, the Trustee shall execute
any documents reasonably required in order to evidence the release of any
Guaranteeing Subsidiary from its obligations under its Note Guarantee.


 


(b)                                 Any
Guaranteeing Subsidiary not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of, premium, if
any, and interest on the Notes and for the other obligations of such
Guaranteeing Subsidiary under the Indenture as provided in Article Fourteen of
the Indenture.


 


No Recourse Against Others.  No past, present or future director,
officer, employee, incorporator, member, stockholder or agent of a Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the
Company or any Guarantor under the Notes, any Note Guarantees, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. 
Each Holder of the Notes by accepting a Note waives and releases all
such liability.  The waiver and release
are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive
liabilities under the federal securities laws.


 

















 


NEW YORK LAW TO GOVERN.  THE LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.


 


Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


Effect of Headings.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


 


Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiaries and the
Company.


 


*  * 
*  *  *  *  *  *


 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed and attested, all as of
the date first above written.


 


	
   

  	
  PRECISION CASTPARTS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTEEING SUBSIDIARIES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Avibank Mfg., Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Cannon-Muskegon Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  



 

















 


	
   

  	
  Greenville Metals, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Greer Stop Nut, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Howell Penncraft, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  M. Argueso & Co., Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Metalac Fasteners, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NSS
  Technologies, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  



 

















 


	
   

  	
  SPS International Investment Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SPS Technologies Waterford Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Unbrako LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  OTHER GUARANTORS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PCC Structurals, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PCC Airfoils LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Wyman-Gordon Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  



 

















 


	
   

  	
  Wyman-Gordon Forgings (Cleveland), Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Wyman-Gordon Investment Castings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Precision Founders, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Wyman-Gordon Forgings LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SPS
  Technologies, LLC, f/k/a Star Acquisition, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Carmet Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  



 

















 


	
   

  	
  Carmet Investors, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WGF I LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WGF II LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WG Forgings 3 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WG Forgings 2 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WG Washington Street, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  



 

















 


	
   

  	
  International Extruded Products, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  J&L Fiber Services, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PCC Specialty Products, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Advanced Forming Technology, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PCC
  Composites, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Corporate
  Seal)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/ Roger A.
  Cooke

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Roger A.
  Cooke

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Secretary

  	
   

  	
   

  	
   

  	
   

  
							



 

















 


	
   

  	
  J.P. MORGAN TRUST
  COMPANY, N.A.

  
	
   

  	
  AS TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J. Morand

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  J. Morand

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice
  President

  	
   

  



 

















 


	
  STATE OF
  OREGON

  	
  )

  
	
   

  	
  )   ss.:

  
	
  COUNTY OF
  MULTNOMAH

  	
  )

  



 


On the 5th day of December, 2003,
before me personally came Geoffrey A. Hawkes, to me known, who, being by me
duly sworn, did depose and say that he is Treasurer of Precision Castparts
Corp., one of the corporations described in and which executed the foregoing
instrument; and that he signed his name thereto by like authority of the Board
of Directors of said corporation.


 


	
   

  	
  /s/ Christopher S. Johnson

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  Official
  Seal

  	
   

  
	
  Name:
  Christopher S. Johnson

  	
   

  
	
  NOTARY
  PUBLIC-OREGON

  	
   

  
	
  COMMISSION

  	
  335458

  	
   

  	
   

  
	
  MY
  COMMISSION EXPIRES

  	
  3/6/06

  	
   

  	
   

  
							



 


	
  STATE OF
  OREGON

  	
  )

  
	
   

  	
  )  ss.:

  
	
  COUNTY OF
  MULTNOMAH

  	
  )

  



 


On the 5th day of December, 2003,
before me personally came Roger A. Cooke, to me known, who, being by me duly
sworn, did depose and say that he is Secretary of Precision Castparts Corp.,
one of the corporations described in and which executed the foregoing
instrument; and that he signed his name thereto by like authority of the Board
of Directors of said corporation.


 


	
   

  	
  /s/ Christopher S. Johnson

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  Official
  Seal

  	
   

  
	
  Name:
  Christopher S. Johnson

  	
   

  
	
  NOTARY
  PUBLIC-OREGON

  	
   

  
	
  COMMISSION

  	
  335458

  	
   

  	
   

  
	
  MY
  COMMISSION EXPIRES

  	
  3/6/06

  	
   

  	
   

  
							



 

















 


	
  STATE OF ILLINOIS

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF
  COOK

  	
  )

  



 


On the 9th day of December, 2003,
before me personally came J. Morand, to me known, who, being by me duly sworn,
did depose and say that said person is Vice President of J.P. Morgan Trust
Company, National Association, one of the corporations described herein and
which executed the foregoing instrument; that said person knows the seal of
said corporation; that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.


 


	
   

  	
  /s/ Darlene R. Coulson

  	
   

  
	
   

  	
  Notary Public, State of Illinois

  
	
   

  
	
  Official
  Seal

  
	
  Name:

  	
   

  	
   

  
	
  NOTARY
  PUBLIC, STATE OF ILLINOIS

  
	
  MY
  COMMISSION EXPIRES

  	
   

  	
   

  
							



 

















 


SCHEDULE A


 


GUARANTEEING SUBSIDIARIES


 


	
  Subsidiary

  	
   

  	
  Jurisdiction of Incorporation

  or Organization

  
	
   

  	
   

  	
   

  
	
  Avibank
  Mfg., Inc.

  	
   

  	
  Delaware

  
	
  Cannon-Muskegon
  Corporation

  	
   

  	
  Michigan

  
	
  Greenville
  Metals, Inc.

  	
   

  	
  Pennsylvania

  
	
  Greer Stop
  Nut, Inc.

  	
   

  	
  Tennessee

  
	
  Howell
  Penncraft, Inc.

  	
   

  	
  Delaware

  
	
  M. Argueso
  & Co., Inc.

  	
   

  	
  Delaware

  
	
  Metalac
  Fasteners, Inc.

  	
   

  	
  Illinois

  
	
  NSS Technologies, Inc.

  	
   

  	
  Michigan

  
	
  SPS
  International Investment Company

  	
   

  	
  Delaware

  
	
  SPS
  Technologies Waterford Company

  	
   

  	
  Michigan

  
	
  Unbrako LLC

  	
   

  	
  Delaware

  



 

















 


SCHEDULE B


 


OTHER GUARANTORS


 


	
  Guarantor

  	
   

  	
  Jurisdiction of Incorporation

  or Organization

  
	
   

  	
   

  	
   

  
	
  PCC
  Structurals, Inc.

  	
   

  	
  Oregon

  
	
  PCC Airfoils LLC

  	
   

  	
  Ohio

  
	
  Wyman-Gordon
  Company

  	
   

  	
  Massachusetts

  
	
  Wyman-Gordon
  Forgings (Cleveland), Inc.

  	
   

  	
  Ohio

  
	
  Wyman-Gordon
  Investment Castings, Inc.

  	
   

  	
  Delaware

  
	
  Precision
  Founders, Inc.

  	
   

  	
  California

  
	
  Wyman-Gordon
  Forgings LP

  	
   

  	
  Delaware

  
	
  SPS
  Technologies, LLC, f/k/a Star Acquisition, LLC

  	
   

  	
  Pennsylvania

  
	
  Carmet
  Company

  	
   

  	
  South Carolina

  
	
  Carmet
  Investors, Inc.

  	
   

  	
  Georgia

  
	
  WGF I LLC

  	
   

  	
  Delaware

  
	
  WGF II LLC

  	
   

  	
  Delaware

  
	
  WG Forgings
  3 LLC

  	
   

  	
  Delaware

  
	
  WG Forgings
  2 LLC

  	
   

  	
  Delaware

  
	
  WG
  Washington Street, LLC

  	
   

  	
  Delaware

  
	
  International
  Extruded Products, LLC

  	
   

  	
  New York

  
	
  J&L
  Fiber Services, Inc.

  	
   

  	
  Wisconsin

  
	
  PCC
  Specialty Products, Inc.

  	
   

  	
  Delaware

  
	
  Advanced
  Forming Technology, Inc.

  	
   

  	
  Colorado

  
	
  PCC
  Composites, Inc.

  	
   

  	
  Pennsylvania