CREDIT AGREEMENT Dated as of December 9, 2003 amongCredit Agreement • February 11th, 2004 • Precision Castparts Corp • Iron & steel foundries • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 9, 2003 among PRECISION CASTPARTS CORP., an Oregon corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMENDED AND RESTATED NOTE PURCHASE AGREEMENTGuaranty Agreement • February 11th, 2004 • Precision Castparts Corp • Iron & steel foundries • New York
PRECISION CASTPARTS CORP., an Oregon corporation (the “Company”), hereby enters into this Amended and Restated Note Purchase Agreement (this “Agreement”) and agrees with you as follows:
GUARANTY AGREEMENTGuaranty Agreement • February 11th, 2004 • Precision Castparts Corp • Iron & steel foundries • New York
THIS GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of December 9, 2003, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A GUARANTY JOINDER AGREEMENT (each a “Guarantor” and collectively the “Guarantors”) to BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Swap Contracts as more particularly described in Section 19 hereof, the “Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
PRECISION CASTPARTS CORP. AND THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A TO J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of December 9, 2003Indenture • February 11th, 2004 • Precision Castparts Corp • Iron & steel foundries • New York
hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
REGISTRATION RIGHTS AGREEMENT by and among Precision Castparts Corp. the Guarantors listed on Scheduled A hereto and Banc of America Securities LLC Goldman, Sachs & Co. Dated as of December 9, 2003Registration Rights Agreement • February 11th, 2004 • Precision Castparts Corp • Iron & steel foundries • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of December 2, 2003 (the “Purchase Agreement”), by and among the Company, the Existing Guarantors and the Initial Purchasers (i) for your benefit and for the benefit of each other Initial Purchaser and (ii) for the benefit of the holders from time to time of the Initial Notes (including you and each other Initial Purchaser). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(g) of the Purchase Agreement.
