**Exhibit 10.1**

 

**Execution Version**

 

January 27, 2005

 
| Precision Castparts Corp.         |
|-----------------------------------|
| Executive Office, Suite 440       |
| 4650 S.W. Macadam Avenue          |
| Portland, Oregon 97201-4254       |
| Attention: Mr. William D. Larsson |

 

**Re:          AmendmentNo. 1 to Credit Agreement**

 

Ladies and Gentlemen:

 

Reference is hereby made to that certain Credit Agreement dated as ofDecember 9, 2003 by and among PRECISION CASTPARTS CORP., an Oregon corporation(the “Borrower”), as the Borrower, BANK OF AMERICA, N.A., a nationalbanking association organized and existing under the laws of the United States,in its capacity as administrative agent for the Lenders (as defined in theCredit Agreement (as defined below)) (in such capacity, the “AdministrativeAgent”), and the Lenders (as hereby amended and as from time to timehereafter further amended, modified, supplemented, restated, or amended andrestated, the “Credit Agreement”). All capitalized terms not otherwise defined herein shall have themeaning given thereto in the Credit Agreement.

 

Pursuant to the request of the Borrower, each of the AdministrativeAgent and each Lender, by its respective execution of this amendment letter(this “Amendment Letter”), as acknowledged by the Borrower, herebyagrees, subject to the terms and conditions set forth herein, to amend theCredit Agreement as follows:

 

----

 

1.             The table found in the definition of “Applicable Rate”is hereby deleted in its entirety and replaced with the following:

 
| **Pricing  Level** | ** ** | **Debt Rating  S&P/Moody’s**                                | ** ** | **Commitment  Fee** | ** ** | **Eurodollar Rate  Loans and  Letters of Credit** | ** ** | **Base  Rate Loans** | ** ** |
|--------------------|------------|----------------------------------------------------------------------|------------|---------------------|------------|---------------------------------------------------|------------|----------------------|------------|
| 1                  |       | BBB+ or better and Baa1 or better                                    |       | 0.150               | %          | 0.625                                             | %          | 0.000                | %          |
| 2                  |       | BBB and Baa2                                                         |       | 0.175               | %          | 0.750                                             | %          | 0.000                | %          |
| 3                  |       | BBB- and Baa3                                                        |       | 0.200               | %          | 1.000                                             | %          | 0.000                | %          |
| 4                  |       | BBB- and Ba1 or BB+ and Baa3                                         |       | 0.250               | %          | 1.250                                             | %          | 0.250                | %          |
| 5                  |       | BB+ and Ba1                                                          |       | 0.325               | %          | 1.500                                             | %          | 0.500                | %          |
|               |       |                                                                 |       |                |       |                                              |       |                 |       |
| 6                  |       | Lower than BB+ and Ba1 or unrated by either S&P  or Moody’s |       | 0.450               | %          | 1.750                                             | %          | 0.750                | %          |

 

2.             Section 2.08(c) is hereby deleted in its entirety andreplaced with the following:

 

(c)           the principal amount of the Term LoanA in quarterly installments in the amounts set forth below opposite eachquarter end date below, subject to adjustments for prepayments made pursuant toSection 2.06, each such payment to be made on the dates set forth below,provided that all Outstanding Amounts of the Term Loan A will be repaidon the Term Loan A Maturity Date:

 
| March 31, 2005      |   | $      | 3,750,000 |   |
|---------------------|--------|--------|-----------|--------|
| June 30, 2005       |   | $      | 3,750,000 |   |
| September 30,  2005 |   | $      | 3,750,000 |   |
| December 29,  2005  |   | $      | 3,750,000 |   |
|                |   |   |      |
| March 31, 2006      |   | $      | 3,750,000 |   |
| June 30, 2006       |   | $      | 3,750,000 |   |
| September 29,  2006 |   | $      | 3,750,000 |   |
| December 28,  2006  |   | $      | 3,750,000 |   |
|                |   |   |      |
| March 30, 2007      |   | $      | 7,500,000 |   |
| June 29, 2007       |   | $      | 7,500,000 |   |
| September 28,  2007 |   | $      | 7,500,000 |   |
| December 28,  2007  |   | $      | 7,500,000 |   |

 

2

----

 
| March 28, 2008      |   | $ | 10,000,000 |   |
|---------------------|--------|---|------------|--------|
| June 27, 2008       |   | $ | 10,000,000 |   |
| September 26,  2008 |   | $ | 10,000,000 |   |

 

3.             Sections 7.08(b),****(c)and (d) are hereby deleted in their entirety.

 

4.             Schedule 5.12 is hereby amended by adding theitems set forth on Annex A to this Amendment Letter thereto.

 

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

 

(a)           The representations and warrantiesmade by each Loan Party in Article V of the Credit Agreement and in eachof the other Loan Documents to which such Loan Party is a party are true andcorrect on and as of the date hereof (giving effect, with respect to the representationsand warranties in Section 5.12, to the amendment to Schedule 5.12set forth above), except to the extent that such representations and warrantiesexpressly relate to an earlier date, and except that the representations andwarranties contained in Sections 5.05(a) and (c) of the CreditAgreement shall be deemed to refer to the most recent statements furnishedpursuant to Sections 6.01(a) and (b), respectively;

 

(b)           Since the date of the most recentfinancial reports of the Borrower delivered pursuant to Section 6.01 ofthe Credit Agreement, no act, event, condition or circumstance has occurred orarisen which, singly or in the aggregate with one or more other acts, events,occurrences or conditions (whenever occurring or arising), has had or couldreasonably be expected to have a Material Adverse Effect;  and

 

(c)           After giving effect to this AmendmentLetter, no Default or Event of Default has occurred and is continuing.

 

None of the terms or conditions of this Amendment Letter may bechanged, modified, waived, or canceled, except in the manner as provided in theCredit Agreement with respect to any such change, modification, waiver, orcancellation.  Except as specificallyamended, modified or supplemented by this Amendment Letter, the Credit Agreementand all other Loan Documents are hereby confirmed and ratified in all respectsand shall be and remain in full force and effect according to their respectiveterms.

 

This Amendment Letter shall in all respects be governed by, andconstrued in accordance with, the laws of the State of New York applicable tocontracts executed and to be performed entirely within such State, and shall befurther subject to the provisions of Sections 10.16 and 10.17 ofthe Credit Agreement.

 

3

----

 

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

** **

**[Signature pages follow.]**

 

4

----

 

Precision Castparts Corp.

Amendment No. 1 Letter

Signature Pages

 

----

 

**Annex A**

**(toAmendment No. 1 Letter)**

 

Addition to Schedule 5.12 of the Credit Agreement:

 

As of January 27, 2005, the Borrower has recently sold certain of itsERISA Affiliates to unrelated buyers, causing the sold affiliates to cease tobe members of the controlled group for the Pension Plans Borrower and itsremaining ERISA Affiliates continue to maintain.  Consequently, a Reportable Event under ERISASection 4043(c)(9) has occurred with respect to each of these sales, asfollows:

 

•                  Thefirst series of sales related to the pumps and valves businesses of PCC FlowTechnologies Holdings, Inc., PCC Flow Technologies LP and their relatedentities.  A PBGC Form 10 was filed onNovember 19, 2004 notifying the PBGC of this Reportable Event.

 

•                  Thesecond series of sales related to the sale of the magnetics business of SPSTechnologies, LLC, SPS Technologies Limited and their related entities.  The sale agreement for these transactions wasexecuted on December 30, 2004.  Theclosing date for these transactions was generally effective as of January 11,2005.  A PBGC Form 10 is currently beingprepared and will be filed with the PBGC, on or before the date the Form 10 isdue, to notify the PBGC of this Reportable Event.

 

A minimum installment required under Code Section 412for the Terry Machine (a/k/a SPS Technologies Waterford) Company Pension Planwas inadvertently late, although the delinquency has now been cured.  The minimum required installment payment was$118,295 and was due May 15, 2004.  Thatamount was contributed on August 13, 2004. On September 10, 2004, a late PBGC Form 10 notice was filed notifyingthe PBGC that this delinquency resulted in a Reportable Event under ERISASection 4043(c)(5).  The PBGC issued aletter dated September 23, 2004 indicating that the PBGC accepted the notice asfiled and would not take further action with respect to this Reportable Event.

 

----

 

Sincerely yours,

 

**BANK OF AMERICA, N.A.**, as Administrative Agent

 

** **

**ACCEPTED AND AGREED TO**:

 

**PRECISIONCASTPARTS CORP.**

 

**BANK OFAMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender**

 

**KEYBANKNATIONAL ASSOCIATION**

 

**MIZUHOCORPORATE BANK, LTD.**

 

**PNC BANK,NATIONAL ASSOCIATION**

 

**U.S. BANKNATIONAL ASSOCIATION**

 

**WACHOVIABANK, N.A.**

 

**THE BANKOF NOVA SCOTIA**

 

**THE BANKOF NEW YORK**

 

**WELLSFARGO BANK, N.A.**

 

**THE ROYALBANK OF SCOTLAND PLC**

 

**BNPPARIBAS**

 

**SUMITOMOMITSUI BANKING CORPORATION**

 

**UNION BANKOF CALIFORNIA, N.A.**

 

**KBC BANK,N.V.**

 

**COMERICABANK**

 

**UFJ BANKLIMITED**

 

**BANCANAZIONALE DEL LAVORO S.P.A. NEW YORK BRANCH**

 

**COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES**

 

----