Exhibit 4.2


 




 


 





PRECISION CASTPARTS CORP.


 


AND THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A


 


TO


 


J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION


 


as Trustee


 


 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of December 9, 2003




 





 

















 


Table of Contents


 


	
  ARTICLE I DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.1

  	
  Defined Terms

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II TERMS OF THE
  NOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.1

  	
  Terms of Global Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III AMENDMENTS
  TO THE ORIGINAL INDENTURE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.1

  	
  Form of Global Notes

  	
   

  
	
   

  	
  Section 3.2

  	
  Applicability of Guarantees

  	
   

  
	
   

  	
  Section 3.3

  	
  Legend

  	
   

  
	
   

  	
  Section 3.4

  	
  Registration, Registration of Transfer and
  Exchange

  	
   

  
	
   

  	
  Section 3.5

  	
  Events of Default

  	
   

  
	
   

  	
  Section 3.6

  	
  Collection of Indebtedness
  and Suits for Enforcement by Trustee

  	
   

  
	
   

  	
  Section 3.7

  	
  Reports by the Company

  	
   

  
	
   

  	
  Section 3.8

  	
  Company May Consolidate, Etc.,
  Only on Certain Terms

  	
   

  
	
   

  	
  Section 3.9

  	
  Supplemental Indentures Without
  Consent of Holders

  	
   

  
	
   

  	
  Section 3.10

  	
  Payment of Principal, Premium and
  Interest

  	
   

  
	
   

  	
  Section
  3.11

  	
  Limitation
  on Liens

  	
   

  
	
   

  	
  Section 3.12

  	
  Limitation on Sales and Leasebacks

  	
   

  
	
   

  	
  Section 3.13

  	
  Note Guarantees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV MISCELLANEOUS
  PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.1

  	
  Effectiveness

  	
   

  
	
   

  	
  Section 4.2

  	
  Governing Law

  	
   

  
	
   

  	
  Section 4.3

  	
  Trust Indenture Act Controls

  	
   

  
	
   

  	
  Section 4.4

  	
  Trustee Disclaimer

  	
   

  
	
   

  	
  Section 4.5

  	
  Counterparts and Method of
  Execution

  	
   

  
	
   

  	
  Section 4.6

  	
  Effect of Headings

  	
   

  
	
   

  	
  Section 4.7

  	
  Successors and Assigns

  	
   

  
	
   

  	
  Section 4.8

  	
  Separability Clause

  	
   

  
	
   

  	
  Section 4.9

  	
  Benefits of the Second
  Supplemental Indenture

  	
   

  
	
   

  	
  Section 4.10

  	
  Effect of Second
  Supplemental Indenture

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
  Form
  of Note

  	
   

  
	
  EXHIBIT
  B

  	
  Form
  of Certificate of Transfer

  	
   

  
	
  EXHIBIT
  C

  	
  Form
  of Certificate of Exchange

  	
   

  
	
  EXHIBIT
  D

  	
  Form
  of Supplemental Indenture to Be Delivered by Subsequent Guarantors

  	
   

  
	
  EXHIBIT
  E

  	
  Form
  of Notation of Guarantee

  	
   

  
					



 

















 


SECOND
SUPPLEMENTAL INDENTURE, dated as of December 9, 2003, among Precision Castparts
Corp., a corporation duly organized and existing under the laws of the State of
Oregon (herein called the “Company”), having its principal office at 4650 S.W.
Macadam Avenue, Suite 440, Portland, Oregon, each of the Restricted
Subsidiaries listed on Schedule A and their respective successors and assigns
(the “Subsidiary Guarantors”) and J.P. Morgan Trust Company, National Association,
as successor to Bank One Trust Company, N.A., a national banking corporation,
which was the successor in interest to The First National Bank of Chicago, a
national banking association (herein called the “Trustee”), as Trustee under
the Indenture, dated as of December 17, 1997 between the Company and the
Trustee (the “Original Indenture”).


 


WITNESSETH:


 


WHEREAS,
the Company has duly authorized the execution and delivery of the Original
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (the “Securities”), to be
issued in one or more series as provided in the Original Indenture;


 


WHEREAS,
the Company has heretofore issued (i) its 6.75% Notes due December 15, 2007,
and (ii) its 8.75% Senior Notes due 2005, which Senior Notes were exchanged in
a transaction registered under the Securities Act of 1933 for the Company’s
8.75% Senior Notes due 2005 under the Original Indenture;


 


WHEREAS,
the Company and the Trustee entered into a First Supplemental Indenture dated
as of June 30, 2001 (the “First Supplemental Indenture”) to reconcile an
inconsistency between Section 1008 and Section 1010 of the Original Indenture;


 


WHEREAS,
Section 301 of the Original Indenture permits the terms of any series of
Securities to be established in an indenture supplemental to the Original
Indenture;


 


WHEREAS,
Section 901 of the Original Indenture provides that a supplemental indenture
may be entered into by the Company and the Trustee without the consent of any Holders
of the Securities, and when authorized by a Board Resolution, for certain
purposes stated therein, including to establish the form or terms of Securities
of any series;


 


WHEREAS,
the Company and the Subsidiary Guarantors have requested the Trustee to join
with them in the execution and delivery of this Second Supplemental Indenture
in order to supplement the Original Indenture and the First Supplemental
Indenture by, among other things, establishing certain terms of a series of
Securities to be known as the Company’s “5.60% Senior Notes due 2013” and
adding certain provisions thereof for the benefit of the Holders of such notes;


 


WHEREAS,
the Company has furnished the Trustee with an Opinion of Counsel and a duly
authorized and executed Company Order dated December 9, 2003 authorizing the
execution of this Second Supplemental Indenture and the issuance of the “5.60%
Senior Notes due 2013”; and


 

















 


WHEREAS,
all things necessary to make this Second Supplemental Indenture a valid
agreement of the Company, the Subsidiary Guarantors and the Trustee and a valid
supplement to the Original Indenture and the First Supplemental Indenture have
been done.


 


NOW,
THEREFORE, THIS SECOND SUPPLEMENTAL INDENTUREfor and in consideration of the premises and the purchase of the
Notes (as defined below) to be issued hereunder by Holders thereof, the
Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree,
for the equal and proportionate benefit of the respective Holders from time to
time of the Notes, as follows:


 


ARTICLE I




DEFINITIONS


 


The
Original Indenture and together with the First Supplemental Indenture and the
Second Supplemental Indenture are hereinafter sometimes collectively referred
to as the “Indenture.”  All capitalized
terms which are used herein and not otherwise defined herein are defined in the
Original Indenture and are used herein with the same meanings as in the
Original Indenture.


 


For
all purposes of this Second Supplemental Indenture and the Notes, except as
otherwise expressly provided or unless the subject matter or the context
otherwise requires and in addition to the definitions set forth in Section 101
of the Original Indenture, the following terms shall have the meanings assigned
to them in this Article I:


 


Section
1.1                                   Defined Terms


 


“144A Global Note” means a global note
substantially in the form of Exhibit A hereto bearing the Global Note
Legend and the Private Placement Legend and deposited with or on behalf of, and
registered in the name of, the Depositary or its nominee that will be issued in
a denomination equal to the outstanding principal amount of the Notes sold in
reliance on Rule 144A.


 


“Adjusted
Treasury Rate” means the arithmetic mean of the yields under
the heading “Week Ending” published in the Statistical Release most recently
published prior to the date of determination under the caption “Treasury
Constant Maturities” for the maturity (rounded to the nearest month)
corresponding to the Comparable Treasury Issue, plus 20 basis points%.  If no maturity set forth under such heading
exactly corresponds to the maturity of such principal, yields for the two
published maturities most closely corresponding to the Comparable Treasury
Issue shall be calculated pursuant to the immediately preceding sentence, and
the Adjusted Treasury Rate shall be interpolated or extrapolated from such
yields on a straight-line basis, rounding in each of the relevant periods to
the nearest month.


 


“ApplicableProcedures” means, with
respect to any transfer or exchange of or for beneficial interests in any
Global Note, the rules and procedures of the Depositary, Euroclear and Cedel
that apply to such transfer or exchange.


 


“Broker-Dealer” has the meaning set forth in
the Registration Rights Agreement.


 


3

















 


“Cedel” means Clearstream Banking, société
anonyme.


 


“Comparable Treasury Issue” means the United
States Treasury security selected by the Independent Investment Banker as
having a maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Notes.


 


“Comparable Treasury Price” means with
respect to any redemption date for the Notes (i) the average of four Reference
Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations.


 


“Consolidated Assets” means the aggregate of
all assets of the Company (including the value of all existing Sale and
Leaseback Transactions and any assets resulting from the capitalization of
other long-term lease obligations in accordance with GAAP appearing on the most
recent available consolidated balance sheet of the Company at their net book
values, after deducting related depreciation, amortization and other valuation
reserves, all prepared in accordance with GAAP.


 


“Consolidated Current Liabilities” means the
aggregate of the current liabilities of the Company appearing on the most
recent available consolidated balance sheet of the Company, all in accordance
with GAAP.  In no event shall
Consolidated Current Liabilities include any obligation of the Company or its
Subsidiaries issued under a revolving credit or similar agreement if the
obligation issued under such agreement matures by its terms within 12 months
from the date thereof but by the terms of such agreement such obligation may be
renewed or extended or the amount thereof reborrowed or refunded at the option
of the Company or any Subsidiary for a term in excess of 12 months from the
date of determination.


 


“Consolidated Net Assets” means Consolidated
Assets after deduction of Consolidated Current Liabilities.


 


“Custodian” means the Trustee, as custodian
with respect to the Notes in global form, or any successor entity thereto.


 


“Definitive Note” means a certificated Note
registered in the name of the Holder thereof and issued in accordance with
Section 305(B) hereof, substantially in the form of Exhibit A
hereto except that such Note shall not bear the Global Note Legend and shall
not have the “Schedule of Exchanges of Interests in the Global Note” attached
thereto.


 


“Euroclear” means Morgan Guaranty Trust
Company of New York, Brussels office, or its successor, as operator of the
Euroclear system.


 


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


 


“Exchange Offer” has the meaning set forth
in the Registration Rights Agreement.


 


4

















 


“Exchange Offer Registration Statement” has
the meaning set forth in the Registration Rights Agreement.


 


“GAAP” means generally accepted accounting
principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant
segment of the accounting profession which are in effect on the Issue Date.


 


“Global Notes” means, individually and
collectively, each of the Restricted Global Notes and the Unrestricted Global
Notes, substantially in the form of Exhibit A hereto issued in
accordance with Section 303, 305(B)(b)(iv), 305(B)(d)(ii) or 305(B)(f) hereof.


 


“Global Note Legend” means the legend set
forth in Section 305(B)(g)(ii), which is required to be placed on all Global
Notes issued under this Indenture.


 


“Guarantee” means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.


 


“Guarantors” means (i) each Subsidiary Guarantor; and (ii) any other
Subsidiary that executes a Note Guarantee in accordance with the provisions
hereof; and their respective successors and assigns.


 


“Independent Investment Banker” means one of
the Reference Treasury Dealers that we have appointed.


 


“Indirect Participant” means a Person who
holds a beneficial interest in a Global Note through a Participant.


 


“Initial Purchaser” has the meaning set
forth in the Registration Rights Agreement.


 


“Issue Date” means the date on which the
initial $200.0 million aggregate principal amount of the Notes were originally
issued under this Second Supplemental Indenture.


 


“Letter of Transmittal” means the letter of
transmittal to be prepared by the Company and sent to all Holders of the Notes
for use by such Holders in connection with the Exchange Offer.


 


“Liquidated Damages” means all liquidated
damages then owing pursuant to Section 5 of the Registration Rights Agreement.


 


“Non-U.S. Person” means a Person who is not
a U.S. Person.


 


5

















 


“Note Guarantee” means the Guarantee by each
Guarantor of the Company’s payment obligations under this Indenture and on any
guaranteed Securities, executed pursuant to the provisions of this Indenture.


 


“Officer” means, with respect to any Person,
the Chairman of the Board, any Vice Chairman of the Board, the President, any
Vice President, the Treasurer, any Assistant Treasurer, the Controller, any
Assistant Controller, the Secretary or any Assistant Secretary of such Person.


 


“Participant” means, with respect to the
Depositary, Euroclear or Cedel, a Person who has an account with the
Depositary, Euroclear or Cedel, respectively (and, with respect to The
Depository Trust Company, shall include Euroclear and Cedel).


 


“premium” means any premium and any
Liquidated Damages.


 


“Private Placement Legend” means the legend
set forth in Section 305(B)(g)(i) to be placed on all Notes issued under this
Indenture except where otherwise permitted by the provisions of this Indenture.


 


“QIB” means a “qualified institutional
buyer” as defined in Rule 144A.


 


“Reference Treasury Dealer” means each of
Banc of America Securities LLC and its successors and any three of Goldman,
Sachs & Co. plus two other primary U.S. Government securities dealers in
The City of New York appointed by the Trustee after consultation with the
Company and their respective successors (each, a “Primary Treasury Dealer”); provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, we
shall substitute in its place another Primary Treasury Dealer.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any redemption date,
the average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m. on the third Business Day preceding such redemption date.


 


“Registration Rights Agreement” means the
Registration Rights Agreement, dated as of December 9, 2003, by and among the
Company, the Subsidiary Guarantors and the other parties named on the signature
pages thereof, as such agreement may be amended, modified or supplemented from
time to time.


 


“Regulation S” means Regulation S
promulgated under the Securities Act.


 


“Regulation S Global Note” means a Global
Note bearing the Global Note Legend and Private Placement Legend and deposited
with or on behalf of the Depositary and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903 of
Regulation S.


 


“Restricted Definitive Note” means a
Definitive Note bearing the Private Placement Legend.


 


6

















 


“Restricted Global Note” means a Global Note
bearing the Private Placement Legend.


 


“Restricted Period” means the 40-day
restricted period as defined in Regulation S.


 


“Rule 144” means Rule 144 promulgated under
the Securities Act.


 


“Rule 144A” means Rule 144A promulgated
under the Securities Act.


 


“Rule 903” means Rule 903 promulgated under
the Securities Act.


 


“Rule 904” means Rule 904 promulgated under
the Securities Act.


 


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


 


“Shelf Registration Statement” means the
Shelf Registration Statement as defined in the Registration Rights Agreement.


 


“Statistical
Release” means the statistical release designated “H.15
(519)” or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on
actively-traded United States government securities adjusted to constant
maturities, or, if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.


 


“Unrestricted Definitive Note” means one or
more Definitive Notes that do not bear and are not required to bear the Private
Placement Legend.


 


“Unrestricted Global Note” means a permanent
global Note substantially in the form of Exhibit A attached hereto that
bears the Global Note Legend and that has the “Schedule of Exchanges of
Interests in the Global Note” attached thereto, and that is deposited with or
on behalf of and registered in the name of the Depositary, representing a
series of Notes that do not bear the Private Placement Legend.


 


“U.S. Person” means a U.S. person as defined
in Rule 902(k) under the Securities Act.


 


7

















 


ARTICLE II



TERMS OF THE NOTES


 


Section 2.1                                   Terms of Global Notes.


 


In
accordance with Section 301 of the Original Indenture and Sections 3.2 and 3.13
of this Second Supplemental Indenture, the following terms relating to the
Notes are hereby established:


 


1.                                       Title of the Securities.  The title of the securities shall be the
“5.60% Senior Notes due 2013” (the “Initial
Notes”) and the title of the securities issued in exchange for such
securities pursuant to the Exchange Offer and Section 305(B)(f) hereof shall be
the “5.60% Senior Notes due 2013” (the “Exchange
Notes”).  The term “Note” or
“Notes” shall mean the Initial Notes and the Exchange Notes.


 


2.                                       Aggregate Principal Amount.  The initial aggregate principal amount of
the Initial Notes which may be authenticated and delivered under this Second
Supplemental Indenture (except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other notes
pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and except for
Notes which, pursuant to Section 303 of the Indenture, are deemed never to have
been authenticated and delivered under the Indenture) shall be $200,000,000,
but the aggregate amount of Exchange Notes that may be authenticated and
delivered in compliance with the Indenture evidenced hereby shall be
unlimited.  The Company may, from time
to time, without the consent of the Holders of Notes, issue additional notes
having identical terms (including CUSIP and other relevant identifying
characteristics) as the Notes, so long as, on the date of issuance of such
additional notes: (i) no Event of Default shall have occurred and then be
continuing, or shall occur as a result of the issuance of such additional
notes; (ii) such additional notes shall rank pari
passu with the Notes and shall have identical terms, conditions and
benefits as the Notes and be part of the same series as the Notes; and (iii)
the Trustee shall have received all such opinions and other documents as it
shall have requested, including an Opinion of Counsel stating that such
additional notes are authorized and permitted by the Indenture and all
conditions precedent to the issuance of such additional notes have been
compiled with by the Company and the Guarantors.  All such additional notes issued hereunder will, when issued, be
considered Notes for all purposes hereunder and will be subject to and take the
benefit of all of the terms, conditions and provisions of this Indenture.


 


3.                                       Person to Whom Interest Shall Be Payable.  Interest on the Notes shall be payable to
the Holders of the Notes at the close of business on the Regular Record Date
for such interest; and the Regular Record Date for any interest payable on any
Interest Payment Date is the next preceding June 1, or December 1, respectively
(whether or not a Business Day).


 


4.                                       Maturity Date. 
The entire outstanding principal amount of the Notes shall be
payable in a single installment on December 15, 2013 (the “Maturity Date”).


 


5.                                       Interest.  The
Notes shall bear interest at 5.60% per annum from December 9, 2003, or from the
most recent Interest Payment Date on which interest has been


 


8

















 


paid or duly provided for, payable semiannually on June 15 and December
15 of each year (for purposes of the Notes, each an “Interest Payment Date”), commencing June 15, 2004.  Interest on the Notes shall be calculated on
the basis of a 360-day year of twelve 30-day months.  If any Interest Payment Date or the Maturity Date falls on a day
that is not a Business Day, the required payment of principal of and interest
on the Notes will be made on the next succeeding Business Day as if made on the
date that such payment was due and no interest will accrue on that payment for
the period from and after the Interest Payment Date or the Maturity Date, as
applicable, to the date of payment on the next succeeding Business Day.


 


6.                                       Place of Payment. 
The Trustee, at its Corporate Trust Office, is hereby
initially designated as the Place of Payment and initially appointed as the
Security Registrar and Paying Agent for the Notes, and as agent for the Company
to receive all presentations, surrenders, notices and demands in respect of the
Notes.


 


7.                                       Optional Redemption.  The Notes shall be redeemable at the option
of the Company, in whole or in part, at any time on not less than 30 days’ and
not more than 60 days’ prior notice at a Redemption Price equal to the greater
of (1) 100% of the principal amount of such Notes or (2) the sum of the present
values of the remaining scheduled payment of principal and interest thereon
(exclusive of interest accrued to the Redemption Date) discounted to the
Redemption Date on a semi-annual basis at the Adjusted Treasury Rate, in each
case, together with accrued and unpaid interest thereon to the Redemption Date.  Interest will be calculated on the basis of
a 360-day year consisting of twelve 30-day months.  The Independent Investment Banker shall determine the Adjusted
Treasury Rate on the third Business Day preceding the Redemption Date.  Unless the Company defaults in the payment
of the Redemption Price, on or after the Redemption Date, interest will cease
to accrue on the Notes or the portions thereof called for redemption.


 


8.                                       No Sinking Fund.  The Company shall have no obligation to redeem or purchase the Notes
pursuant to any sinking fund or analogous provisions, or at the option of a
Holder thereof.


 


9.                                       Global Notes. 
The Global Notes representing the Notes shall be deposited on
behalf of the Holders of the Notes represented thereby with the Trustee, as custodian
for the Depositary, and registered in the name of the Depositary or a nominee
of the Depositary for the accounts of Participants, duly executed by the
Company and authenticated by the Trustee as hereinafter provided.  The aggregate principal amount of a Global
Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee as hereinafter
provided.  The Depositary for the Notes
shall initially be The Depository Trust Company, a New York corporation.


 


10.                                 Sections
1302 and 1303 of the Original Indenture shall apply to the Notes, in accordance
with the provisions, terms and conditions set forth in Article Thirteen
thereof.


 


11.                                 Article
Fourteen of the Indenture shall apply to the Notes, in accordance with the
provisions, terms and conditions set forth in Section 3.13 hereof.


 


9

















 


ARTICLE III



AMENDMENTS TO THE ORIGINAL INDENTURE


 


Section
3.1                                   Form of Global Notes.


 


Solely with respect to the Notes (and not
with respect to any other series of Securities that may be issued under the
Original Indenture), Sections 201
through 205 of the Original Indenture are hereby amended by deleting those
sections in their entirety and by replacing them with the following:


 


“Section 201.  Form.


 


(a)                                  General. 
The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A attached hereto.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.  The Notes shall be in denominations of
$1,000 and integral multiples thereof. 
The Trustee shall authenticate Exchange Notes from time to time for
issue in exchange for a like principal amount of Initial Notes on written order
of the Company in accordance with the Indenture as amended by this Second
Supplemental Indenture.  The written
order of the Company shall specify the amount of Notes to be authenticated and
the date on which the Notes are to be authenticated, whether the Notes are to
be Initial Notes or Exchange Notes and such other information as the Trustee
may reasonably request or as is required by the Indenture.


 


(b)                                 Global Notes.  Notes issued in global form shall be substantially in the form of
Exhibit A attached hereto (including the Global Note Legend thereon and the
“Schedule of Exchanges of Interests in the Global Note” attached thereto).  Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without the
Global Note Legend thereon and without the “Schedule of Exchanges of Interests
in the Global Note” attached thereto). 
Each Global Note shall represent such of the outstanding Notes as shall
be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges.  Any
endorsement of a Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby
shall be made by the Trustee or the Custodian, at the direction of the Trustee,
in accordance with instructions given by the Holder thereof as required by Section
305(B) hereof.


 


(c)                                  Euroclear and Cedel Procedures Applicable.  The provisions of the “Operating Procedures
of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear”
and the “General Terms and Conditions of Clearstream Banking” and “Customer
Handbook” of Cedel (and any successor provisions) shall be applicable to
transfers of beneficial interests in the Regulation S Global Notes that are
held by Participants through Euroclear or Cedel.”


 


10

















 


Section
3.2                                   Applicability of Guarantees.


 


With
respect to any series of Securities that may be issued under the Original
Indenture after the date of this Second Supplemental Indenture, Section 301 of
the Original Indenture is hereby amended by deleting “and” from the end of
clause (16), renumbering clause (17) as “(18)” and adding the following clause
(17) immediately prior thereto:


 


“(17)                      the
application, if any, of Article 14 to the Securities of any series; and”


 


Section
3.3                                   Legend.


 


Solely
with respect to the Notes (and not with respect to any other series of
Securities that may be issued under the Original Indenture), the last line of
the fifth paragraph of Section 303 of the Indenture is hereby amended by
deleting “Section 204” and replacing it with “Section 305(B)(g)(ii).”


 


Section
3.4                                   Registration, Registration of Transfer and
Exchange.


 


Solely
with respect to the Notes (and not with respect to any other series of
Securities that may be issued under the Original Indenture), Section 305 of the
Original Indenture is hereby deleted in its entirety and replaced with the
following:


 


“Section
305.  Registration, Registration of
Transfer and Exchange.


 


(A)                              Security
Registrar and Paying Agent.  The
Company shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (“Security Register” or “Security Registrar”)
and an office or agency where Notes may be presented for payment.  The Security Registrar shall keep a register
of the Notes and of their transfer and exchange.  The Company may appoint one or more co-registrars and one or more
additional paying agents.  The term
“Security Registrar” includes any co-registrar and the term “Paying Agent”
includes any additional paying agent. 
The Company may change any Paying Agent or Security Registrar without notice
to any Holder.  The Company shall notify
the Trustee in writing of the name and address of any Paying Agent or Security
Registrar not a party to the Indenture. 
If the Company fails to appoint or maintain another entity as Security
Registrar or Paying Agent, the Trustee shall act as such.  The Company or any of its Subsidiaries may
act as Paying Agent or Security Registrar.


 


(B)                                Transfer and Exchange.


 


(a)                                  Transfer and Exchange of Global Notes.  A Global Note may not be transferred as a
whole except by the Depositary to a nominee of the Depositary, by a nominee of
the Depositary to the Depositary or to another nominee of the Depositary, or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary.  All Global
Notes will be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary, (ii) the Company in its sole discretion
determines that


 


11

















 


the Global Notes (in whole but not in part) should be exchanged for
Definitive Notes and delivers a written notice to such effect to the Trustee or
(iii) there shall have occurred or be continuing an Event of Default with
respect to the Notes.  Upon the
occurrence of either of the preceding events in (i), (ii) or (iii) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee.  Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 304 and
306.  Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 305(B) or Section 304 or 306, shall be authenticated
and delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for
another Note other than as provided in this Section 305(B)(a), however,
beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 305(B)(b), (c) or (f) hereof.


 


(b)                                 Transfer and
Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial
interests in the Global Notes shall be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the
Global Notes also shall require compliance with either subparagraph (i) or (ii)
below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:


 


(i)                                     Transfer of Beneficial Interests in the Same Global
Note.  Beneficial interests
in any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Global Note
in accordance with the transfer restrictions set forth in the Private Placement
Legend; provided, however, that prior to the expiration of
the Restricted Period, transfers of beneficial interests in the Regulation S
Global Note may not be made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). 
Beneficial interests in any Unrestricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note.  No written
orders or instructions shall be required to be delivered to the Security
Registrar to effect the transfers described in this Section 305(B)(b)(i).


 


(ii)                                  All Other Transfers and Exchanges of Beneficial
Interests in Global Notes. 
In connection with all transfers and exchanges of beneficial interests
that are not subject to Section 305(B)(b)(i) above, the transferor of such
beneficial interest must deliver to the Security Registrar either (A) (1) a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in another
Global Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given in accordance with the Applicable
Procedures containing information regarding the Participant account to be credited
with such increase or (B) (1) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in
an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given by the Depositary to the Security Registrar containing
information regarding the Person in whose name such Definitive Note shall be


 


12

















 


registered to
effect the transfer or exchange referred to in (1) above.  Upon consummation of an Exchange Offer by
the Company in accordance with Section 305(B)(f) hereof, the requirements of
this Section 305(B)(b)(ii) shall be deemed to have been satisfied upon receipt
by the Security Registrar of the instructions contained in the Letter of
Transmittal delivered by the Holder of such beneficial interests in the
Restricted Global Notes.  Upon
satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or
otherwise applicable under the Securities Act, the Trustee shall adjust the
principal amount of the relevant Global Note(s) pursuant to Section 305(B)(h)
hereof.


 


(iii)                               Transfer of Beneficial Interests to Another
Restricted Global Note.  A
beneficial interest in any Restricted Global Note may be transferred to a
Person who takes delivery thereof in the form of a beneficial interest in
another Restricted Global Note if the transfer complies with the requirements of
Section 305(B)(b)(ii) above and the Security Registrar receives the following:


 


(A)                              if
the transferee will take delivery in the form of a beneficial interest in the
144A Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof; and


 


(B)                                if
the transferee will take delivery in the form of a beneficial interest in the
Regulation S Global Note, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (2)
thereof.


 


(iv)                              Transfer and Exchange of Beneficial Interests in a
Restricted Global Note for Beneficial Interests in the Unrestricted Global Note.  A beneficial interest in any Restricted
Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note if
the exchange or transfer complies with the requirements of Section
305(B)(b)(ii) above and:


 


(A)                              such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of Transmittal that
it is not (1) a broker-dealer, (2) a Person participating in the distribution
of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
144) of the Company;


 


(B)                                such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)                                such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)                               the
Security Registrar receives the following:


 


13

















 


(1)  if the holder of such
beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form of Exhibit C hereto, including
the certifications in item (1)(a) thereof; or


 


(2)  if the holder of such
beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note, a certificate from such
holder in the form of Exhibit B hereto, including the certifications in
item (4) thereof;


 


and,
in each such case set forth in this subparagraph (D), if the Security Registrar
so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Security Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the Securities Act.


 


If any such transfer is effected pursuant to
subparagraph (B) or (D) above at a time when an Unrestricted Global Note has
not yet been issued, the Company shall issue and, upon receipt of a Company
Order in accordance with Section 303 of the Indenture, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of beneficial interests
transferred pursuant to subparagraph (B) or (D) above.


 


Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a beneficial
interest in a Restricted Global Note.


 


(c)                                  Transfer or Exchange of Beneficial Interests for
Definitive Notes.


 


(i)                                     Beneficial Interests in Restricted Global Notes to
Restricted Definitive Notes. 
If any holder of a beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note
or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of a Restricted Definitive Note, then, upon receipt by the Security
Registrar of the following documentation:


 


(A)                              if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including
the certifications in item (2)(a) thereof;


 


(B)                                if
such beneficial interest is being transferred to a QIB in accordance with Rule
144A under the Securities Act, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (1) thereof;


 


(C)                                if
such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904 under the


 


14

















 


Securities
Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (2) thereof;


 


(D)                               if
such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144
under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(a) thereof;


 


(E)                                 if
such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or


 


(F)                                 if
such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item
(3)(c) thereof,


 


the Trustee shall cause
the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 305(B)(h) hereof, and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section
305(B)(c) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
instruct the Security Registrar through instructions from the Depositary and
the Participant or Indirect Participant. 
The Trustee shall deliver such Definitive Notes to the Persons in whose
names such Notes are so registered.  Any
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 305(B)(c)(i) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained
therein.


 


(ii)                                  Beneficial Interests in Restricted Global Notes to
Unrestricted Definitive Notes. 
A holder of a beneficial interest in a Restricted Global Note may
exchange such beneficial interest for an Unrestricted
Definitive Note or may transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note only if:


 


(A)                              such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (1)
a broker-dealer, (2) a Person participating in the distribution of the Exchange
Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the
Company;


 


(B)                                such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


15

















 


(C)                                such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)                               the
Security Registrar receives the following:


 


(1)  if the holder of such
beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Definitive Note that does not bear the Private
Placement Legend, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(b) thereof; or


 


(2)  if the holder of such
beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of
a Definitive Note that does not bear the Private Placement Legend, a
certificate from such holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


 


and,
in each such case set forth in this subparagraph (D), if the Security Registrar
so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Security Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the Securities Act.


 


(iii)                               Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. 
If any holder of a beneficial interest in an Unrestricted Global Note
proposes to exchange such beneficial interest for a Definitive Note or to
transfer such beneficial interest to a Person who takes delivery thereof in the
form of a Definitive Note, then, upon satisfaction of the conditions set forth
in Section 305(B)(b)(ii) hereof, the Trustee shall cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 305(B)(h) hereof, and the Company shall execute and the
Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 305(B)(c)(iii) shall be registered
in such name or names and in such authorized denomination or denominations as
the holder of such beneficial interest shall instruct the Security Registrar
through instructions from the Depositary and the Participant or Indirect
Participant.  The Trustee shall deliver
such Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 305(B)(c)(iii)
shall not bear the Private Placement Legend.


 


(d)                                 Transfer and Exchange of Definitive Notes for
Beneficial Interests.


 


(i)                                     Restricted Definitive Notes to Beneficial Interests
in Restricted Global Notes. 
If any Holder of a Restricted Definitive Note proposes to exchange such
Note for a beneficial interest in a Restricted Global Note or to transfer such
Restricted Definitive


 


16

















 


Notes to a
Person who takes delivery thereof in the form of a beneficial interest in a
Restricted Global Note, then, upon receipt by the Security Registrar of the
following documentation:


 


(A)                              if
the Holder of such Restricted Definitive Note proposes to exchange such Note
for a beneficial interest in a Restricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in
item (2)(b) thereof;


 


(B)                                if
such Restricted Definitive Note is being transferred to a QIB in accordance
with Rule 144A under the Securities Act, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)                                if
such Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904 under the
Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (2) thereof;


 


(D)                               if
such Restricted Definitive Note is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with
Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (3)(a) thereof;


 


(E)                                 if
such Restricted Definitive Note is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(b) thereof; or


 


(F)                                 if
such Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item
(3)(c) thereof,


 


the Trustee shall cancel
the Restricted Definitive Note, increase or cause to be increased the aggregate
principal amount of, in the case of clause (A) above, the appropriate Restricted
Global Note, in the case of clause (B) above, the 144A Global Note, in the case
of clause (C) above, the Regulation S Global Note, and in all other cases, the
appropriate Restricted Global Note.


 


(ii)                                  Restricted Definitive Notes to Beneficial Interests
in Unrestricted Global Notes. 
A Holder of a Restricted Definitive Note may exchange such Note for a
beneficial interest in an Unrestricted Global Note or transfer such Restricted
Definitive Note to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note only if:


 


(A)                              such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a
Person


 


17

















 


participating
in the distribution of the Exchange Notes or (3) a Person who is an affiliate
(as defined in Rule 144) of the Company;


 


(B)                                such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)                                such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)                               the
Security Registrar receives the following:


 


(1)  if the Holder of such
Definitive Notes proposes to exchange such Notes for a beneficial interest in
the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit
C hereto, including the certifications in item (1)(c) thereof; or


 


(2)  if the Holder of such
Definitive Notes proposes to transfer such Notes to a Person who shall take
delivery thereof in the form of a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and,
in each such case set forth in this subparagraph (D), if the Security Registrar
so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Security Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the Securities Act.


 


Upon satisfaction of the
conditions of any of the subparagraphs in this Section 305(B)(d)(ii), the
Trustee shall cancel the Definitive Notes and increase or cause to be increased
the aggregate principal amount of the Unrestricted Global Note.


 


(iii)                               Unrestricted Definitive Notes to Beneficial Interests
in Unrestricted Global Notes. 
A Holder of an Unrestricted Definitive Note may exchange such Note for a
beneficial interest in an Unrestricted Global Note or transfer such Definitive
Notes to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the
Trustee shall cancel the applicable Unrestricted Definitive Note and increase
or cause to be increased the aggregate principal amount of one of the
Unrestricted Global Notes.


 


If any
such exchange or transfer from a Definitive Note, to a beneficial interest is
effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time
when an Unrestricted Global Note has not yet been issued, the Company shall
issue and, upon receipt of a Company Order in accordance with Section 303 of the
Indenture, the Trustee shall authenticate one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of Definitive
Notes so transferred.


 


18

















 


(e)                                  Transfer and Exchange of Definitive Notes for
Definitive Notes.  Upon
request by a Holder of Definitive Notes and such Holder’s compliance with the
provisions of this Section 305(B)(e), the Security Registrar shall register the
transfer or exchange of Definitive Notes. 
Prior to such registration of transfer or exchange, the requesting
Holder shall present or surrender to the Security Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Security Registrar duly executed by such Holder or by its
attorney, duly authorized in writing. 
In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 305(B)(e).


 


(i)                                  Restricted
Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred to and
registered in the name of Persons who take delivery thereof in the form of a
Restricted Definitive Note if the Security Registrar receives the following:


 


(A)                              if
the transfer will be made pursuant to Rule 144A under the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit A
hereto, including the certifications in item (1) thereof,


 


(B)                                if
the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including
the certifications in item (2) thereof; and


 


(C)                                if
the transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3)
thereof, if applicable.


 


(ii)                              Restricted
Definitive Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note may be
exchanged by the Holder thereof for an Unrestricted Definitive Note or
transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:


 


(A)                              such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a
Person participating in the distribution of the Exchange Notes or (3) a Person
who is an affiliate (as defined in Rule 144) of the Company;


 


(B)                                any
such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;


 


(C)                                any
such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or


 


(D)                               the
Security Registrar receives the following:


 


19

















 


(1)  if the Holder of such
Restricted Definitive Notes proposes to exchange such Restricted Definitive
Notes for an Unrestricted Definitive Note, a certificate from such Holder in
the form of Exhibit C hereto, including the certifications in item (1)(d)
thereof; or


 


(2)  if the Holder of such
Restricted Definitive Notes proposes to transfer such Notes to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a
certificate from such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;


 


and,
in each such case set forth in this subparagraph (D), if the Security Registrar
so requests, an Opinion of Counsel in form reasonably acceptable to the Company
to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


(iii)                          Unrestricted
Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes
may transfer such Notes to a Person who takes delivery thereof in the form of
an Unrestricted Definitive Note.  Upon
receipt of a request to register such a transfer, the Security Registrar shall
register the Unrestricted Definitive Notes pursuant to the instructions from
the Holder thereof.


 


(f)                                    Exchange Offer.  Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of a
Company Order in accordance with Section 303 of the Indenture, the Trustee
shall authenticate (i) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Notes tendered for acceptance by Persons that certify in
the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y)
they are not participating in a distribution of the Exchange Notes and (z) they
are not affiliates (as defined in Rule 144) of the Company, and accepted for
exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such
Notes, the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Notes to be reduced accordingly, and the Company shall
execute and the Trustee shall authenticate and deliver to the Persons
designated by the Holders of Definitive Notes so accepted Definitive Notes in
the appropriate principal amount.  Any
Notes that remain outstanding after the consummation of the Exchange Offer, and
Exchange Notes issued in connection with the Exchange Offer, shall be treated
as a single class of securities under this Indenture.


 


(g)                                 Legends.  The
following legends shall appear on the face of all Global Notes and Definitive Notes issued under
this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture.


 


20

















 


(i)                                  Private
Placement Legend.


 


(A)                              Except as permitted by
subparagraph (B) below, each Global Note and each Definitive Note (and all
Notes issued in exchange therefor or substitution thereof) shall bear the
legend in substantially the following form:


 


“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF
SUCH EVIDENCE, IF ANY, REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE
IS ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER JURISDICTION.  EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE
SECURITIES ACT.  THE HOLDER OF THIS NOTE
AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH NOTE MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (1) (A) TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT,
(C) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (D) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), AS LONG AS THE
SECURITY REGISTRAR RECEIVES A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF
COUNSEL THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO THE
COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (B) THE HOLDER WILL,
AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTION SET FORTH IN (A) ABOVE.”


 


(B)                                Notwithstanding the
foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs
(b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this
Section 305(B) (and all Notes issued in exchange therefor or substitution
thereof) shall not bear the Private Placement Legend.


 


(ii)                              Global
Note Legend.  Each Global Note shall
bear a legend in substantially the following form:


 


21

















 


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS
DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON
UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS
HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 305(B) OF THE INDENTURE, (II)
THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
305(B)(a) OR 306 OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO
THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE INDENTURE AND (IV)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF PRECISION CASTPARTS CORP.”


 


(h)                                 Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in
a particular Global Note have been exchanged for Definitive Notes or a
particular Global Note has been repurchased or canceled in whole and not in
part, each such Global Note shall be returned to or retained and canceled by
the Trustee in accordance with Section 309. 
At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note
shall be reduced accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect
such increase.


 


(i)                                     General Provisions Relating to Transfers and
Exchanges.


 


(i)                                     To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Notes and Definitive Notes upon the
Company’s order or at the Security Registrar’s request.


 


(ii)                                  No
service charge shall be made to a holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 304, 1107 and 906 hereof).


 


(iii)                               All
Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.


 


22

















 


(iv)                              The Company
shall not be required to register the transfer of or to exchange a Note between
a record date and the next succeeding Interest Payment Date.


 


(v)                                 The
Trustee shall authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 303 of the Indenture.


 


(vi)                              All
certifications, certificates and Opinions of Counsel required to be submitted
to the Security Registrar pursuant to this Section 305(B) to effect a
registration of transfer or exchange may be submitted by facsimile.


 


(vii)                           Prior
to due presentment for the registration of a transfer of any Note, the Trustee
and the Company may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving
payment of principal of, premium, if any, and interest on such Notes and for
all other purposes, and neither the Trustee nor the Company shall be affected
by notice to the contrary.”


 


Section
3.5                                   Events of Default.


 


Solely
with respect to the Notes (and not with respect to any other series of
Securities that may be issued under the Original Indenture), clause 5(B) of
Section 501 of the Original Indenture is hereby amended by deleting “10.0
million or more” and replacing it with “$50 million or more.”


 


Section 3.6                                   Collection of Indebtedness and
Suits for Enforcement by Trustee.


 


Solely
with respect to the Notes (and not with respect to any other series of
Securities that may be issued under the Original Indenture), the first
paragraph of Section 503 of the Original Indenture is hereby deleted in its
entirety and replaced with the following:


 


“The
Company covenants that if


 


(1)
default is made in the payment of any interest on, or Liquidated Damages with
respect to, any Security when such interest or Liquidated Damages become due
and payable and such default continues for a period of 30 days, or


 


(2)
default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof,


 


the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and premium, if any, and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal and premium, if any, and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.”


 


23

















 


Section 3.7                                   Reports by the Company.


 


Solely
with respect to the Notes (and not with respect to any other series of
Securities that may be issued under the Original Indenture), Section 704 is
hereby amended by adding the following sentence at the end of Section 704:


 


“So
long as any Notes remain outstanding, the Company shall furnish to Holders and
to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.”


 


Section 3.8                                   Company May Consolidate, Etc., Only on
Certain Terms.


 


Solely
with respect to the Notes (and not with respect to any other series of Securities
that may be issued under the Original Indenture), Section 801 of the Indenture
is hereby amended by deleting clause (1) in its entirety and replacing it with
the following:


 


“either
the Company shall be the continuing corporation, or the successor Person or
purchaser shall be a corporation, partnership or trust organized and validly
existing under the laws of the United States of America, any State thereof or
the District of Columbia and shall expressly assume by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
and any premium and interest on all the Securities, the performance or
observance of every covenant of this Indenture on the part of the Company to be
performed or observed, and the obligations of the Company under the
Registration Rights Agreement;”


 


Section
3.9                                   Supplemental Indentures Without
Consent of Holders.


 


With
respect to the Notes and with respect to any other series of Securities that
may be issued under the Original Indenture after the date of this Second
Supplemental Indenture, Section 901 of the Original Indenture is hereby amended
by renumbering clause (10) as “(11)” and adding the following clause (10)
immediately prior thereto:


 


“(10) to evidence
and provide for the guarantee of the Securities of a series by Guarantors, as
contemplated by Section 1403; or”


 


Section 3.10                            Payment of Principal, Premium and
Interest.


 


Solely
with respect to the Notes (and not with respect to any other series of
Securities that may be issued under the Original Indenture), Section 1001 of
the Indenture is hereby amended by adding the following sentence at the end of
the paragraph:  “The Company shall pay
all Liquidated Damages, if any, in the same manner, on the dates and in the
amounts set forth in the Registration Rights Agreement.”


 


Section
3.11                            Limitation on Liens.


 


Solely
with respect to the Notes (and not with respect to any other series of
Securities that may be issued under the Original Indenture), the first sentence
of the first


 


24

















 


paragraph of Section 1008 of the Original Indenture is
hereby amended by deleting “10% of Consolidated Net Tangible Assets” and
replacing it with “12% of Consolidated Net Assets”.


 


Section 3.12                            Limitation on Sales and Leasebacks.


 


Solely
with respect to the Notes (and not with respect to any other series of
Securities that may be issued under the Original Indenture), the last line of
clause (5) of Section 1009 of the Original Indenture is hereby amended by deleting
“10% of Consolidated Net Tangible Assets” and replacing it with “12% of
Consolidated Net Assets”.


 


Section
3.13                            Note Guarantees.


 


With
respect to the Notes and with respect to any other series of Securities that
may be issued under the Original Indenture after the date of this Second
Supplemental Indenture, the Original Indenture is hereby amended by adding the
following ARTICLE FOURTEEN:


 


“ARTICLE FOURTEEN



NOTE GUARANTEES


 


Section
1401                             Guarantee.


 


If
pursuant to Section 301 provision is made for the guarantee of the Securities
of a series by Guarantors, then the provisions of this Article Fourteen, with
such modifications thereto as may be specified pursuant to Section 301 with
respect to any Securities, shall be applicable to the Securities of such series.


 


Subject
to this Article Fourteen each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Security, to which this Article
Fourteen is applicable, authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Securities or the obligations of the
Company hereunder or thereunder, that: 
(a) the principal of, premium, if any, and interest on the
Securities 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 Securities, if lawful (subject in all
cases to any applicable grace period provided herein), 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 (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that 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.  Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection.


 


The
Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
the Securities or this Indenture, the absence of any action to enforce the
same, any waiver or consent by any Holder of


 


25

















 


the Securities 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 which 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 hereof, each Guarantor hereby waives 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 and
covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Securities and this 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, this Note Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect.


 


Each
Guarantor agrees that it 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.  Each Guarantor further agrees that, 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 hereof for the purposes of this Note Guarantee, 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
hereof, such obligations (whether or not due and payable) shall forthwith become
due and payable by the Guarantors for the purpose of this Note Guarantee.  The Guarantors 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 Guarantee.


 


Section
1402                             Limitation
on Guarantor Liability.


 


Each
Guarantor, and by its acceptance of Securities, each Holder, hereby confirms
that it is the intention of all such parties that the Note Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to
any Note Guarantee.  To effectuate the
foregoing intention, the Trustee, the Holders and the Guarantors hereby
irrevocably agree that the obligations of such Guarantor will be limited to the
maximum amount as will, after giving effect to such maximum amount and all
other contingent and fixed liabilities of such Guarantor that are relevant
under such 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 this Article
Fourteen, result in the obligations of such Guarantor under its Note Guarantee
not constituting a fraudulent transfer or conveyance.


 


26

















 


Section
1403                             Execution
and Delivery of Note Guarantee.


 


To
evidence its Note Guarantee set forth in Section 1401, each Guarantor hereby
agrees that a notation of such Note Guarantee substantially in the form
included in Exhibit E shall be
endorsed by an Officer of such Guarantor on each Note authenticated and
delivered by the Trustee and that this Indenture shall be executed on behalf of
such Guarantor by one of its Responsible Officers.


 


Each
Guarantor hereby agrees that its Note Guarantee set forth in Section 1401 shall
remain in full force and effect notwithstanding any failure to endorse on each
Security a notation of such Note Guarantee.


 


If an
Officer whose signature is on this Indenture or on the Note Guarantee no longer
holds that office at the time the Trustee authenticates the Security on which a
Note Guarantee is endorsed, the Note Guarantee shall be valid nevertheless.


 


The
delivery of any Security by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Note Guarantee set forth in
this Indenture on behalf of the Guarantors.


 


In the
event, subsequent to the execution of this Indenture, (a) the Company or any of
its Restricted Subsidiaries creates or acquires any new Restricted Subsidiary
that provides a Guarantee of any Debt of the Company or any of its Subsidiaries
(including but not limited to certain Subsidiaries of SPS Technologies, Inc.)
or (b) any direct or indirect Restricted Subsidiary of the Company that is not
a Guarantor provides a Guarantee of any Debt of the Company or any Subsidiary,
the Company shall cause such Restricted Subsidiary to execute supplemental
indentures to this Indenture and Note Guarantees in accordance with this
Article Fourteen, to the extent applicable (in the form of Exhibit D hereto providing for the
Guarantee of the payment of the Securities by such Restricted Subsidiary on the
same basis as the Guarantors at the time of the execution of such supplemental
indenture) and deliver an Opinion of Counsel to the Trustee within 10 Business
Days of the date on which it was acquired or created or provided such
Guarantee.


 


Section
1404                             Guarantors
May Consolidate, Etc., on Certain Terms.


 


A
Guarantor 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 Guarantor
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 Guarantor) 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 Guarantor under this Indenture, its Note
Guarantee and the


 


27

















 


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 Guarantor 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 8
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 endorsed upon the Securities and the due and punctual performance of
all of the covenants and conditions of this Indenture to be performed by a
Guarantor, such successor Person shall succeed to and be substituted for a
Guarantor with the same effect as if it had been named herein as a
Guarantor.  Such successor Person
thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Securities 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 8 and 10 hereof, and notwithstanding clauses (a) and
(b) above, nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.


 


Section
1405                             Releases
of Guarantors.


 


Any
Guarantor 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 a Guarantor to a Person that is not (either before or after
giving effect to such transaction) an Affiliate of the Company in compliance
with this Article Fourteen, or (ii) if a Guarantor consolidates with or merges
with or into another Person other than the Company or another Guarantor in
compliance with this Article Fourteen, and such Guarantor is not the surviving
Person, or (iii) if the Guarantor 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 under
the Securities and the Note Guarantees pursuant to Section 1302 or upon satisfaction
and discharge of the Indenture pursuant to Section 401 hereof.  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 of a
release of a Guarantor under this Section 1405 have been met, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Note Guarantee.


 


28

















 


Any
Guarantor not released from its obligations under its Guarantee shall remain
liable for the full amount of principal of, premium, if any, and interest on
the Securities and for the other obligations of any Guarantor under this
Indenture as provided in this Article Fourteen.”


 


ARTICLE IV



MISCELLANEOUS PROVISIONS


 


Section
4.1                                   Effectiveness.


 


This
Second Supplemental Indenture will become operative and binding upon each of
the Company, the Subsidiary Guarantors, the Trustee and the holders of the
Notes as of the day and year first above written.


 


Section
4.2                                   Governing Law.


 


This
Second Supplemental Indenture shall be governed by and construed in accordance
with the laws of the State of New York.


 


Section
4.3                                   Trust Indenture Act Controls.


 


If any
provision of this Second Supplemental Indenture limits, qualifies or conflicts
with another provision of the Original Indenture that is required to be
included by the Trust Indenture Act of 1939, as amended (the “Act”), as in
force at the date this Second Supplemental Indenture is executed, the provision
required by said Act shall control.


 


Section
4.4                                   Trustee Disclaimer.


 


The
recitals contained in this Second Supplemental Indenture shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Second Supplemental Indenture.


 


Section
4.5                                   Counterparts and Method of Execution.


 


This
Second Supplemental Indenture may be executed in several counterparts, all of
which together shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties have not signed the same counterpart.


 


Section
4.6                                   Effect of Headings.


 


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


 


Section
4.7                                   Successors and Assigns.


 


All
covenants and agreements in this Second Supplemental Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.


 


29

















 


Section
4.8                                   Separability Clause.


 


In
case any provision in this Second Supplemental Indenture or in the Notes shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section
4.9                                   Benefits of the Second Supplemental
Indenture.


 


Nothing
in this Second Supplemental Indenture or the Notes, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder and the Holders of the Notes, any benefit or any legal or equitable
right, remedy or claim under this Second Supplemental Indenture.


 


Section
4.10                            Effect of Second Supplemental Indenture.


 


(a)                                  This
Second Supplemental Indenture is a supplemental indenture within the meaning of
Section 901 of the Original Indenture, and the Original Indenture shall be read
together with the First Supplemental Indenture and this Second Supplemental
Indenture and shall have the same effect over the Notes, in the same manner as
if the provisions of the Original Indenture, the First Supplemental Indenture
and this Second Supplemental Indenture were contained in the same
instrument.  Notwithstanding the
foregoing, to the extent that any provision of the Original Indenture shall
conflict with any provision of this Second Supplemental Indenture, the terms of
this Second Supplemental Indenture shall be deemed controlling and the
conflicting provision of the Original Indenture shall be null and void to the
extent of such conflict.


 


(b)                                 In
all other respects, the Original Indenture is confirmed by the parties hereto
as supplemented by the terms of this Second Supplemental Indenture.


 


 


[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY
LEFT BLANK.]


 


30

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the day and year first above written.


 


	
   

  	
  PRECISION CASTPARTS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey A.
  Hawkes

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SUBSIDIARY 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

  
					



 


31

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Star Acquisition, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


32

















 


	
   

  	
  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

  



 


33

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Carmet Company

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ J. Morand

  
	
   

  	
  Name:

  	
   

  	
  J. Morand

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
								



 


34

















 


	
  STATE OF OREGON

  	
  )

  
	
   

  	
  )  ss.:

  
	
  COUNTY OF MULTNOMAH

  	
  )

  



 


On the
4th 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
Senior Vice President and Chief Financial Officer 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
4th 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 Assistant
Secretary of Precision Castparts Corp., one of the corporations described in
and which executed the foregoing instrument; and that she signed her 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


 


Subsidiary 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

  
	
  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

  



 

















 


EXHIBIT
A


 


[Face of Note]


 


 


CUSIP/CINS 


 


5.60% Senior Notes due 2013


 


	
  No. 

  	
   

  	
  $                                    

  



 


PRECISION CASTPARTS CORP.


 


promises to pay to 


 


or registered assigns,


 


the principal sum of .


 


Dollars on December 15, 2013


 


Interest Payment Dates:  June 15 and December 15


 


Record Dates: 
June 1 and December 1


 


	
  Dated: 
  December 9, 2003

  	
  PRECISION CASTPARTS CORP.

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name: 
  William D. Larsson

  	 

	
   

  	
  Title:  Senior Vice President and
 Chief Financial Officer

  	 

	
   

  	
   

  	 

	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  (SEAL)

  
	
  Name:  Roger
  A. Cooke

  	
   

  
	
  Title: 
  Secretary

  	
   

  
	
   

  	
   

  
	
  Dated: 
  December 9, 2003

  	
   

  
						



 


This is one of the Notes of the series designated
therein referred to in the within-mentioned Indenture:


 


	
  J.P. MORGAN TRUST
  COMPANY, NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-1

















 


[Back of Note]


 


 


5.60% Senior Notes due 2013


 


 [Insert the Global Note Legend, if applicable pursuant to the
provisions of the Indenture]


 


[Insert the Private Placement
Legend, if applicable pursuant to the provisions of the Indenture]


 


Precision
Castparts Corp., a corporation duly organized and existing under the laws of
Oregon (herein called the “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to                      
or registered assigns, the principal sum of
                        
Dollars on December 15, 2013 and to pay interest thereon from December 9, 2003
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semiannually on June 15 and December 15 in each year,
commencing June 15, 2004, at the rate of 5.60% per annum, until the principal
hereof is paid or made available for payment and (to the extent that the
payment of such interest shall be legally enforceable) at the rate of 5.60% per
annum on any overdue principal and premium and on any overdue installment of
interest and shall pay Liquidated Damages payable pursuant to Section 5 of the
Registration Rights Agreement referred to below.  The interest and Liquidated Damages so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Note is registered at
the close of business on the Regular Record Date for such interest, which shall
be the June 1 or December 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. 
Any such interest and Liquidated Damages not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Notes of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
said Indenture.  Interest on the Notes
shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Payment
of the principal of (and premium, if any) and interest on this Note will be
made at the office or agency of the Company maintained for that purpose in New
York, New York, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or by wire transfer to an account
maintained by the Person entitled thereto as specified in the Security
Register, provided that such Person shall have given the Trustee written wire
instructions.


 


Unless
the certificate of authentication hereon has been executed by the Trustee by
manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 


A-2

















 


This
Note is one of a duly authorized issue of securities of the Company (herein
called the “Notes”), issued and to
be issued in one or more series under 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) among the Company, the Guarantors and
J.P. Morgan Trust Company, National Association (successor in interest to Bank
One Trust Company, N.A., which was the successor in interest to The First
National Bank of Chicago), as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Guarantors, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are, and are to be, authenticated and
delivered.  This Note is one of the
series designated on the face hereof, the initial principal amount of which is
$200,000,000, but the aggregate amount of which is unlimited.


 


Each
Guarantor has, jointly and severally, unconditionally guaranteed, to the extent
set forth in the Indenture, (a) the due and punctual payment of the principal
of, premium, if any, and interest on the Notes, whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal and premium, if any, to the extent permitted by law,
interest, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms of the
Indenture and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that 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.


 


The
Indenture contains provisions for defeasance at any time of the entire
Indebtedness of this Note or certain restrictive covenants and Events of
Default with respect to this Note, in each case upon compliance with certain
conditions set forth in the Indenture.


 


If an
Event of Default with respect to Notes of this series shall occur and be
continuing, the principal of the Notes of this series may be declared due and
payable in the manner and with the effect provided in the Indenture.


 


The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Notes of each series to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Notes at the time Outstanding
of each series to be affected.  The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Notes of each series at the time Outstanding, on behalf
of the Holders of all Notes of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.


 


A-3

















 


No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Note at the times, place and rate, and in the coin or
currency, herein prescribed.


 


The
Notes of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.  The transfer of the Notes may be registered
and the Notes may be exchanged as provided in the Indenture.  The Security Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay a sum sufficient
to cover any taxes and fees required by law or permitted by the Indenture.


 


In
addition to the rights provided to Holders under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have all the
rights set forth in the Registration Rights Agreement dated as of December 9,
2003, among the Company, the Guarantors and the parties named on the signature
pages thereof (the “Registration Rights
Agreement”).


 


Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed
on the Notes and the Trustee may use CUSIP numbers in notices of redemption as
a convenience to Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.


 


Prior
to due presentment of this Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.


 


All
terms used in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.


 


A-4

















 


ASSIGNMENT FORM


 


To
assign this Note, fill in the form below:


 


	
  (I) or (we) assign and transfer this Note to:

  
	
   

  	
  (Insert assignee’s
  legal name)

  	
   

  



 


 


	
   

  
	
  (Insert assignee’s soc.
  sec. or tax I.D. no.)

  



 


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type assignee’s name, address and zip
  code)

  
	
   

  



 


and irrevocably appoint 


 


to transfer this Note on the books of the
Company.  The agent may substitute
another to act for him.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature: 
  

  
	
   

  	
   

  	
   

  
	
   

  	
  (Sign exactly as your
  name appears on the

  face of this Note)

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  	
   

  
							



 












* Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor acceptable to the Trustee).


 


A-5

















 


SCHEDULE OF
EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


The
following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of

  decrease in

  Principal

  Amount of this

  Global Note

  	
   

  	
  Amount of

  increase in

  Principal

  Amount of this

  Global Note

  	
   

  	
  Principal

  Amount of this

  Global Note

  following such

  decrease (or

  increase)

  	
   

  	
  Signature of

  authorized

  officer of Trustee

  or Note

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-6

















 


EXHIBIT
B


 


FORM OF
CERTIFICATE OF TRANSFER


 


Precision Castparts Corp.

4650 S.W. Macadam Avenue, Suite 440 

Portland, Oregon 97239-4262


 


[Registrar address
block]


 


Re:  5.60% Senior Notes due 2013


 


Reference
is hereby made to the 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), among
Precision Castparts Corp., as issuer (the “Company”),
the Guarantors and J.P. Morgan Trust Company, National Association (successor
in interest to Bank One Trust Company, N.A., which was the successor in
interest to The First National Bank of Chicago), as trustee.  Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


 


                          (the
“Transferor”) owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto,
in the principal amount of
$                          in
such Note[s] or interests (the “Transfer”),
to                          (the
“Transferee”), as further
specified in Annex A hereto.  In
connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1.  o                     Check if Transferee will take delivery of a beneficial
interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A.  The Transfer is being effected pursuant to
and in accordance with Rule 144A under the United States Securities Act of
1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and
such Person and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A
and such Transfer is in compliance with any applicable blue sky securities laws
of any state of the United States.  Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.


 


2.  o                     Check if Transferee will take delivery of a beneficial
interest in the Regulation S Global Note or a Definitive Note pursuant to
Regulation S.  The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act


 


B-1

















 


and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a person in the United States and (x) at the time
the buy order was originated, the Transferee was outside the United States or
such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in contravention
of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act, (iii) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). 
Upon consummation of the proposed transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will
be subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.


 


3.  o                     Check and complete if Transferee will take delivery of
a beneficial interest in the Restricted Global Note or a Restricted Definitive
Note pursuant to any provision of the Securities Act other than Rule 144A or
Regulation S.  The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act


 


B-2

















 


and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):


 


(a)                                  o                                    such
Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act;


 


or


 


(b)                                 o                                    such
Transfer is being effected to the Company or a subsidiary thereof;


 


or


 


(c)                                  o                                    such
Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act.


 


4.  o                     Check if Transferee will take delivery of a beneficial
interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.


 


(a)                                  o                                    Check if Transfer is pursuant to Rule 144.  (i) The Transfer is being effected pursuant
to and in accordance with Rule 144 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue
sky securities laws of any state of the United States and (ii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer
in accordance with the


 


B-2

















 


terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.


 


(b)                                 o                                    Check if Transfer is Pursuant to Regulation S.  (i) The Transfer is being effected pursuant
to and in accordance with Rule 903 or Rule 904 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act.  Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.


 


(c)                                  o                                    Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer is being effected pursuant
to and in compliance with an exemption from the registration requirements of
the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance
with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any State of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 


B-3

















 


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.


 


	
   

  	
   

  
	
   

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
						



 


B-4

















 


ANNEX A TO
CERTIFICATE OF TRANSFER


 


1.                                       The
Transferor owns and proposes to transfer the following:


 


[CHECK ONE OF (a) OR (b)]


 


(a)                                  o                                    a
beneficial interest in the:


 


(i)                                     o                                    144A
Global Note (CUSIP
                      ),
or


 


(ii)                                  o                                    Regulation
S Global Note (CUSIP
                     ),
or


 


(b)                                 o                                    a
Restricted Definitive Note.


 


2.                                       After
the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(a)                                  o                                    a
beneficial interest in the:


 


(i)                                     o                                    144A
Global Note (CUSIP
                      ), or


 


(ii)                                  o                                    Regulation
S Global Note (CUSIP
                ),
or


 


(iii)                             o                                    Unrestricted
Global Note (CUSIP
               ),
or


 


(b)                                 o                                    a
Restricted Definitive Note, or


 


(c)                                  o                                    an
Unrestricted Definitive Note,


 


in
accordance with the terms of the Indenture.


 


B-5

















 


EXHIBIT
C


 


FORM OF
CERTIFICATE OF EXCHANGE


 


Precision Castparts Corp.

4650 S.W. Macadam Avenue, Suite 440 

Portland, Oregon 97239-4262


 


[Registrar address
block]


 


Re:  5.60% Senior Notes due 2013


 


(CUSIP
                                     
)


 


Reference
is hereby made to the 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) among
Precision Castparts Corp., as issuer (the “Company”),
the Guarantors and J.P. Morgan Trust Company, National Association (successor
in interest to Bank One Trust Company, N.A., which was the successor in
interest to The First National Bank of Chicago), as trustee.  Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


 


                                                                   
(the “Owner”) owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of
$                            in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:


 


1.                                       Exchange of Restricted Definitive Notes or Beneficial
Interests in a Restricted Global Note for Unrestricted Definitive Notes or
Beneficial Interests in an Unrestricted Global Note


 


(a)                                  o                                    Check if Exchange is from beneficial interest in a
Restricted Global Note to beneficial interest in an Unrestricted Global Note.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a beneficial
interest in an Unrestricted Global Note in an equal principal amount, the Owner
hereby certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Global Notes and
pursuant to and in accordance with the United States Securities Act of 1933, as
amended (the “Securities Act”), (iii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest in an Unrestricted Global Note
is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.


 


(b)                                 o                                    Check if Exchange is from beneficial interest in a
Restricted Global Note to Unrestricted Definitive Note.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner


 


C-1

















 


hereby certifies (i) the Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


 


(c)                                  o                                    Check if Exchange is from Restricted Definitive Note
to beneficial interest in an Unrestricted Global Note.  In connection with the Owner’s Exchange of a
Restricted Definitive Note for a beneficial interest in an Unrestricted Global
Note, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 


(d)                                 o                                    Check if Exchange is from Restricted Definitive Note
to Unrestricted Definitive Note. 
In connection with the Owner’s Exchange of a Restricted Definitive Note
for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Unrestricted Definitive Note is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Unrestricted
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.


 


2.                                       Exchange of Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes for Restricted Definitive Notes or
Beneficial Interests in Restricted Global Notes


 


(a)                                  o                                    Check if Exchange is from beneficial interest in a
Restricted Global Note to Restricted Definitive Note.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer.  Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
Restricted Definitive Note issued will continue to be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Definitive Note and in the Indenture and the Securities Act.


 


(b)                                 o                                    Check if Exchange is from Restricted Definitive Note
to beneficial interest in a Restricted Global Note.  In connection with the Exchange of the
Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
o 144A Global Note, o
Regulation S Global Note, o Restricted
Global Note with an equal principal


 


C-2

















 


amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer and (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to
the Restricted Global Notes and pursuant to and in accordance with the
Securities Act, and in compliance with any applicable blue sky securities laws
of any state of the United States.  Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.


 


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.


 


	
   

  	
   

  
	
   

  	
  [Insert
  Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
						



 


C-3

















 


EXHIBIT D


 


FORM OF
SUPPLEMENTAL INDENTURE


 


TO BE DELIVERED
BY SUBSEQUENT GUARANTORS


 


Supplemental Indenture (this “Supplemental Indenture”), dated as of
                         ,
among
                                                    
(the “Guaranteeing Subsidiary”), a
subsidiary of Precision Castparts Corp. (or its permitted successor), an Oregon
corporation (the “Company”), the
Company, the other Guarantors (as defined in the Indenture referred to herein)
and J.P. Morgan Trust Company, National Association (as successor to Bank One
Trust Company, N.A., which was successor in interest to The First National Bank
of Chicago), as trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T
H


 


WHEREAS, the Company and the 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 Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the obligations of the Company under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); 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 Subsidiary and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


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


 


2.                                       Agreement
to Guarantee.  The Guaranteeing
Subsidiary hereby agrees as follows:


 


(a)                                  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


 


D-1

















 


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.  This Note Guarantee is a
guarantee of payment and not of collection.


 


(b)                                 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.


 


(c)                                  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.


 


(d)                                 The
Note Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes and the Indenture.


 


(e)                                  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, this Note Guarantee, to
the extent theretofore discharged, shall be reinstated in full force and
effect.


 


(f)                                    The
Guaranteeing Subsidiary 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.


 


(g)                                 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
this Note Guarantee, 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


 


D-2

















 


due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of the Note Guarantee.  The Guaranteeing Subsidiary 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 Guarantee.


 


(h)                                 That,
pursuant to Section 1402 of the Indenture, it is the intention of such
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.


 


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


 


4.                                       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 this 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 8 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 endorsed upon the Notes and the due and
punctual performance of all of the covenants and conditions of this Indenture
to


 


D-3

















 


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 8 and 10 of the
Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in
this 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.


 


5.                                       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.


 


6.                                       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


 


D-4

















 


consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the
federal securities laws.


 


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


 


8.                                       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.


 


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


 


10.                                 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 Subsidiary and the
Company.


 


*  *  * 
*  *  *  *  *


 


D-5

















 


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.


 


	
  Dated: 

  	
                           ,

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Guaranteeing Subsidiary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PRECISION CASTPARTS CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  J.P. MORGAN TRUST COMPANY, NATIONAL

  ASSOCIATION

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
													



 


D-6

















 


EXHIBIT E


 


FORM OF NOTATION
OF GUARANTEE


 


For value received, each Guarantor (which term
includes any successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Second Supplemental
Indenture and subject to the provisions in the 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) among Precision Castparts Corp., the
other Guarantors (as defined in the Indenture) and J.P. Morgan Trust Company,
National Association (successor in interest to Bank One Trust Company, N.A.,
which was the successor in interest to the First National Bank of Chicago), as
trustee (the “Trustee”), (a) the due and punctual payment of the principal
of, premium, if any, and interest on the Notes (as defined in the Indenture),
whether at maturity, by acceleration, redemption or otherwise, and the due and
punctual payment of interest on overdue principal, premium, if any, and
interest on the Notes, if lawful (subject in all cases to any applicable grace
period provided therein), and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee, all in accordance
with the terms of the Indenture and the Notes and (b) 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. 
The obligations of the Guarantors to the Holders of Notes and to the
Trustee pursuant to the Note Guarantee and the Indenture are expressly set
forth in Article Fourteen of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Note Guarantee.  Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions and (b) appoints
the Trustee attorney-in-fact of such Holder for such purpose.


 


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IN WITNESS HEREOF, each Guarantor has caused this
Notation of Guarantee to be signed manually or by facsimile by its duly
authorized officer.


 


	
   

  	
   

  	
  [NAME OF GUARANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title:

  



 


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