Exhibit 10.2
WAIVER
THIS WAIVER TO AMENDED AND
RESTATED CREDIT AND SECURITY AGREEMENT (this “Waiver” ) is
entered into as of December 15, 2005 among PRECISION
RECEIVABLES CORP., a Delaware corporation (the
“Borrower” ), PRECISION CASTPARTS CORP.,
a Delaware corporation ( “PCC” ),
Variable Funding Capital Company LLC, a Delaware limited liability
company ( “ VFCC ” ), 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
, Blue Ridge assigned all of its
right, title and interest in, to and under to the Existing
Agreement and the other Transaction Documents to VFCC pursuant to
the Assignment and Acceptance Agreement by and among Blue Ridge,
VFCC and Agent, dated as of December 1, 2005;
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 31, 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
