Exhibit 10.1
[Execution Copy]
PRECISION CASTPARTS
CORP.
4650 S.W. Macadam Avenue
Portland, Oregon 97201-4254
AMENDMENT NO. 1
To
Amended and Restated Note Purchase
Agreement, dated as of December 9, 2003
As of November 25, 2005
To Each Noteholder Identified
on the Signature Pages Hereof:
Ladies and Gentlemen:
Reference is hereby made to the
Amended and Restated Note Purchase Agreement, dated as of
December 9, 2003 (the “ Amended Note Agreement
”), by and between Precision Castparts Corp., an Oregon
corporation (the “ Company ”), and the several
institutional holders of the SPS Notes referred to below, which, in
connection with the Merger referred to therein, provided for
(i) the assumption by the Company of the obligations of SPS
Technologies, Inc., a Pennsylvania corporation (“
SPS ”), under and in respect of the SPS Note
Agreements and the SPS Notes referred to below, in each case as
amended and restated pursuant to the Amended Note Agreement;
(ii) the amendment and restatement as provided therein
of:
(a)
the Note Purchase Agreement, dated
as of June 17, 1996 (as theretofore amended, the “
1996 SPS Note Agreement ”), by and between SPS , and
the institutional investors identified therein, pursuant to which
SPS had theretofore issued and sold, and such institutional
investors had purchased, SPS’s 7.88% Series A Senior
Notes due 2011 (the “ 1996 Series A Notes
”) and its 7.70% Series B Senior Notes due 2011 (the
“ 1996 Series B Notes ”);
(b)
the Note Purchase Agreement, dated
as of August 4, 1999 (as theretofore amended, the “
1999 SPS Note Agreement ”), by and between SPS and the
institutional investors identified therein, pursuant to which SPS
had theretofore issued and sold, and such institutional investors
had purchased, SPS’s 7.85% Series A Senior Notes due
2014 (the “ 1999 Series A Notes ”) and its
7.75% Series B Senior Notes due 2009 (the “ 1999
Series B Notes ”); and
(c)
the Note Purchase Agreement, dated
as of February 25, 2000 (as theretofore amended, the (“
2000 SPS Note Agreement ”, and, together with the 1996
SPS Note Agreement and the 1999 SPS Note Agreement, the “
SPS Note Agreements ”), by and between SPS and the
institutional investors identified therein, pursuant to
which
SPS had theretofore issued and sold,
and such institutional investors had purchased, SPS’s 8.37%
Senior Notes due 2010 (the “ 2000 Notes ”, and,
together with the 1996 Series A Notes, the 1996 Series B
Notes, the 1999 Series A Notes and the 1999 Series B
Notes, the “ SPS Notes ”);
(iii) the amendment and restatement as
provided therein of the SPS Notes of each series (as so amended and
restated, the several series of SPS Notes are herein referred to,
individually, as the “ Amended 1996 Series A
Notes ,” the “ Amended 1996 Series B
Notes ,” the “ Amended 1999 Series A
Notes ,” the Amended 1999 Series B Notes
,” and the “ Amended 2000 Notes ,”
respectively, and, collectively, as the “ Amended
Notes ”); and (iv) the delivery to each holder
of an SPS Note of any series of an Amended Note of the
corresponding series and in a principal amount equal to the then
unpaid outstanding principal balance of such SPS Note.
Capitalized terms used and not
otherwise defined in this instrument (this “ Amendment
”) shall have the respective meanings ascribed thereto in the
Amended Note Agreement. References herein to a “
Series ” of Amended Notes are intended as references
to the Amended 1996 Series A Notes, the Amended 1996
Series B Notes, the Amended 1999 Series A Notes, the
Amended 1999 Series B Notes or the Amended 2000
Notes. On the date hereof the Amended Notes of each
Series are held by the institutions (each a “
Noteholder ”) indicated as the holders thereof on the
signature pages hereof.
For the reasons stated in the
Form 12b-25 Notification of Late Filing dated
November 15, 2005 (the “Notification of Late
Filing” ) which the Company has filed with the Securities
and Exchange Commission, the Company anticipates that it will not
be able to deliver the quarterly financial statements for and in
respect of its fiscal quarter ended October 2, 2005 within the
period currently specified for such delivery to Noteholders in
Section 10.1(a) of the Amended Note Agreement or within
the period specified for such delivery to the indenture trustee
under the Public Indenture. Accordingly, the Company is
desirous of:
(i)
amending such
Section 10.1(a) as hereinafter provided in order to
change the date by which it shall be required pursuant thereto to
deliver to each Noteholder that is an Institutional Investor the
Company’s quarterly financial statements for and in respect
of such fiscal quarter; and
(ii)
obtaining a waiver by the
Noteholders, as and to the extent hereinafter provided, of any
Default or Event of Default arising under
Section 14(f) of the Amended Note Agreement by reason of
the Company’s failure to deliver such quarterly financial
statements for such fiscal quarter until such time as an
“Event of Default” (as defined in the Public Indenture)
shall occur as a result of such failure;
and the Company has requested that
each Noteholder agree to such amendment and such waiver.
The further provisions of this
Amendment set forth the Company’s understanding of its
agreement with the respective Noteholders holding each
Series of Notes concerning such requested amendment and
waiver.
1.
AMENDMENT OF THE AMENDED NOTE
AGREEMENT .
Section 10.1(a) of the Amended Note Agreement shall be
amended and restated to be and to read in its entirety as
follows:
2
“(a)
Quarterly
Statements –
as soon as available, but in any event (i) not later than
December 15, 2005 in the case of the fiscal quarter of the
Company ending October 2, 2005, and (ii) within 55 days
after the end of each of the first three fiscal quarters of each
fiscal year of the Company (other than such fiscal quarter
endi
