Exhibit 10.3
December 15, 2005
Precision Castparts Corp.
Executive Office, Suite 440wai
4650 S.W. Macadam Avenue
Portland, Oregon 97201-4254
Attention: Mr. William D.
Larsson
Re:
Amendment No. 2 and Waiver to Credit Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain Amended
and Restated Credit Agreement dated as of October 14, 2005 by
and among PRECISION CASTPARTS CORP. , an Oregon corporation
(the “ Borrower ”), as the Borrower, BANK OF
AMERICA, N.A. , a national banking association organized and
existing under the laws of the United States, in its capacity as
administrative agent for the Lenders (as defined in the Credit
Agreement (as defined below)) (in such capacity, the “
Administrative Agent ”), and the Lenders, as amended
by Amendment No. 1 and Waiver to Credit Agreement dated as of
November 16, 2005 (as so amended, as hereby amended and as
from time to time hereafter amended, modified, supplemented,
restated, or amended and restated, the “ Credit
Agreement ”). All capitalized terms not otherwise
defined herein shall have the meaning given thereto in the Credit
Agreement.
Effective as of the date hereof, pursuant to the
request of the Borrower, each of the Administrative Agent by its
execution of this amendment letter (this “ Amendment
Letter ”) and the Lenders, by execution of this Amendment
Letter by the Required Lenders, as acknowledged by the Borrower,
hereby agrees, subject to the terms and conditions set forth
herein:
(i)
to amend Section 6.01(b) of the Credit Agreement
by deleting such subsection in its entirety and replacing it
with the following:
(b)
as soon as available, but in any event not later than
(i) January 31, 2006, for the fiscal quarter of the
Borrower ended October 2, 2005, and (ii) the earlier of
the day that is forty-five (45) days after the end of each of the
first three fiscal quarters of each fiscal year of the Borrower and
the day that is five days after the date required to be filed with
the SEC (without giving effect to any
extension permitted by the SEC) for
such fiscal quarter, commencing with the fiscal quarter of the
Borrower ended January 1, 2006, a consolidated balance sheet
of the Borrower and its Subsidiaries as at the end of such fiscal
quarter, and the related consolidated statements of income or
operations, shareholders’ equity and cash flows for such
fiscal quarter and for the portion of the Borrower’s fiscal
year then ended, setting forth in each case in comparative form the
figures for the corresponding fiscal quarter of the previous fiscal
year and the corresponding portion of the previous fiscal year, all
in reasonable detail and certified by a Responsible Officer of the
Borrower as fairly presenting the financial condition, results of
operations, shareholders’ equity and cash flows of the
Borrower and its Subsidiaries in accordance with GAAP, subject only
to normal year-end audit adjustments and the absence of
footnotes;
(ii)
to waive any and all Defaults or Events of Default pursuant to
Section 8.01(c) of the Credit Agreement having
occurred or to occur as a result of a breach of
Section 6.09 of the Credit Agreement with respect to
the Disclosed Matters (defined below) until January 31,
2006;
(iii)
to waive any Defaults or Events of Default pursuant to
Section 8.01(e) of the Credit Agreement having
occurred or to occur as a result of the Borrower’s breach of
Section 10.1(a) of the Private Note Amendment for
the failure of the Borrower to deliver the financial statements for
the fiscal quarter of the Borrower ended October 2, 2005, as
required therein, until the date as of which the Borrower must
comply with such Section pursuant to an amendment to the
Private Note Amendment entered into on or prior to the date hereof
(the “ Second Amendment to the Private Note Amendment
”);
(iv)
to waive any Defaults or Events of Default pursuant to
Section 8.01(e) of the Credit Agreement having
occurred or to occur as a result of the Borrower’s
breach
