Exhibit 10.2

WAIVER

THIS WAIVER TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Waiver” ) is entered into as of November 22, 2005 among PRECISION RECEIVABLES CORP., a Delaware corporation (the “Borrower” ), PRECISION CASTPARTS CORP., a Delaware corporation ( “PCC” ), BLUE RIDGE ASSET FUNDING CORPORATION, a Delaware corporation ( “Blue Ridge” ), and WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a Wachovia Bank, N.A.), a national banking association, in its capacity as a Liquidity Bank to Blue Ridge ( “Wachovia” ), and WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a Wachovia Bank, N.A.), as agent for the Lenders (in such capacity, the “Agent” ) and pertains to the Amended and Restated Credit and Security Agreement among the parties hereto, dated as of January 31, 2001 (as heretofore amended, the “Existing Agreement” ).  Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Existing Agreement.

BACKGROUND

WHEREAS , the Loan Parties desire that the Agent and the Lenders agree to a waiver of certain financial reporting covenants in the Existing Agreement; and

WHEREAS , the Agent and the Lenders are willing to agree to such waiver on the terms and subject to the conditions set forth in this Waiver;

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

1.                                        Partial Waiver of Section 7.2(a)(i) of the Existing Agreement .  Solely with respect to PCC’s obligation to deliver financial statements for the fiscal quarter ending October 2, 2005, the Agent and the Lenders hereby waive the provisions of Section 7.2(a)(i); provided that PCC furnishes to the Agent the financial statements and Certificate of Financial Officer required thereby for the fiscal quarter ended October 2, 2005 no later than January 25, 2006.

2.                                        Partial Waiver of Section 7.2(a)(ii) of the Existing Agreement .  Solely with respect to Borrower’s obligation to deliver financial statements for the fiscal quarter ending October 2, 2005, the Agent and the Lenders hereby waive compliance with the provisions of Section 7.2 (a)(ii); provided that Borrower furnishes to the Agent the financial statements and Certificate of Financial Officer required thereby for the fiscal quarter ended October 2, 2005 no later than January 25, 2006.

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