EXHIBIT 4.1(p)
September 20, 2001
Xxxxxxxx Casting Corporation
000 Xxxxx 0xx Xxxxxx
Xxxxxxxx, Xxxxxx 00000-0188
Attention: Chief Financial Officer
Re: Xxxxxxxx Casting Corporation (the "COMPANY") April 3, 1998 Amended and
Restated Credit Agreement by and among the Company, Xxxxxx Trust and
Savings Bank, as Agent and the Banks party thereto (as heretofore
amended, the "CREDIT AGREEMENT")
Ladies and Gentlemen:
Reference is hereby made to the Eleventh Amendment and Forbearance
Agreement dated as of September 12, 2001 (the "ELEVENTH AMENDMENT"). The Company
has requested that the Banks consent to an amendment to the third paragraph of
Paragraph 3 to the Eleventh Amendment to provide that the amounts referenced
therein which are used to permanently reduce the Commitments are shared with
TIAA consistent with the provisions contained in the Tenth Amendment and
Forbearance Agreement. Subject to the terms and conditions hereof, the Bank
Group is willing to consent to such amendments.
Accordingly, effective upon the execution of this letter by the Required
Banks in the spaces provided for that purpose below (which execution may be on
separate counterparts of this letter, all of which are to constitute one and the
same instrument), the Eleventh Amendment is hereby modified as follows:
Paragraph 3 of the Eleventh Amendment is hereby amended by inserting immediately
at the end of the third paragraph thereof the following:
If the Bank Group and the Company agree that the Commitments shall be
permanently reduced or the Bank Group determines not to permit the
Company to reborrow any such amount following the Bank Group's receipt
of any such proceeds, the Bank Group agrees that the Company may
borrow an amount equal to 12.9% of such proceeds for the sole purpose
of paying such amount to TIAA as a repayment of a portion of the
Teacher's Note (i.e. any such permanent reduction in the Commitments
shall be in an amount equal to 87.1% of such amount and the Company
shall be permitted and the Banks hereby permit the Company, to borrow
the remaining 12.9% of such amount to repay a portion of the Teacher's
Note).
Except as specifically modified hereby, all of the terms and conditions of
the Credit Agreement shall remain in full force and effect. Without limiting the
generality of the foregoing, this letter does not waive any of the other
Defaults or Events of Default that now exist.
This waiver shall be governed and construed in accordance with the laws of
the State of Illinois. All capitalized terms used herein without definition
shall have the same meaning herein as such terms have in the Credit Agreement.
Very truly yours,
XXXXXX TRUST AND SAVINGS BANK, in its individual
capacity as a Bank and as Agent
By: /s/ Xxxx Xxxxx
Title: Vice President
COMMERCE BANK, N.A.
By: /s/ Xxxx Xxxxxxxx
Title: Sr. Vice President
FIRSTAR BANK, N.A. (f/k/a Mercantile Bank)
By: /s/ Xxxxx X. Xxxxxxx
Title: Vice President
KEY BANK NATIONAL ASSOCIATION
By: ___________________________________________
Title:_________________________________________
COMERICA BANK
By: /s/ Xxxxxx X. Xxxxx
Title: Vice President
HIBERNIA NATIONAL BANK
By: ___________________________________________
Title:_________________________________________
NATIONAL WESTMINSTER BANK PLC
Nassau Branch
By: /s/ Xxxx Xxxxxxx
Title: Head of Mid Corporate Team Specialized
Lending
New York Branch
By: /s/ Xxxx Xxxxxxx___________________________
Title: Head of Mid Corporate Team Specialized
Lending
XXXXX FARGO BANK, NATIONAL ASSOCIATION (successor
by merger to Norwest Bank Minnesota, N.A.)
By: ___________________________________________
Title:_________________________________________
Agreed and Accepted:
XXXXXXXX CASTING CORPORATION
By: /s/ Xxxxx X. XxXxxxxx
Title: V.P. & Treasurer
