REINSTATEMENT AND MODIFICATION OF THE
FOURTEENTH AMENDMENT AND FORBEARANCE AGREEMENT
This Reinstatement and Modification of the Fourteenth Amendment and
Forbearance Agreement ("Agreement") is entered into as of March 11, 2003,
between Xxxxxxxx Casting Corporation, a Kansas corporation (the "Borrower"),
Xxxxxx Trust and Savings Bank ("Xxxxxx"), as Agent (Xxxxxx in such capacity
being hereinafter referred to as the "Agent"), and each Bank currently party to
the Credit Agreement hereinafter identified and defined (the term "Bank Group"
as used herein to mean each Bank now and from time to time hereafter party to
the Credit Agreement and the Agent under the Credit Agreement for such Banks).
BACKGROUND
A. The Borrower, the Banks party thereto and the Agent entered into an
Amended and Restated Credit Agreement dated as of April 3, 1998 as the same has
been amended, waived, or otherwise modified prior to the date hereof by various
instruments and documents including without limitation that certain Fourteenth
Amendment and Forbearance Agreement dated as of October 17, 2002 (such Credit
Agreement, as the same has been amended, waived, or otherwise modified prior to
the date hereof, being referred to herein as the "Credit Agreement" and such
Fourteenth Amendment, as amended prior to the date hereof, being referred to
herein as the "Fourteenth Amendment"). All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the
Fourteenth Amendment.
B. On December 13, 2002, a Standstill Termination occurred due to the
failure to enter into an amendment to the Credit Agreement to implement
financial covenants and covenants to protect the Bank Group against further
deterioration in asset coverage or losses in business units or facilities and
the occurrence of such Standstill Termination rendered ineffective the
Fourteenth Amendment.
C. The Borrower has requested that the Bank Group reinstate the
Fourteenth Amendment and temporarily waive, or at least temporarily forbear from
enforcing its rights and remedies with respect to, the Existing Defaults during
the period (such period, as the same may be terminated earlier pursuant to the
terms hereof, being hereinafter referred to as the "Standstill Period") ending
on April 3, 2003 (the "Standstill Expiration Date"), on the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, upon the mutual promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Borrower and the Bank Group agree as follows:
1. Reinstatement and Forbearance. Subject to the terms and conditions
of this Agreement, the Fourteenth Amendment is hereby reinstated and, unless and
until a Standstill Termination occurs after the date hereof:
(a) credit shall remain available under and subject to the
Credit Agreement as modified hereby to the Borrower; and
(b) the Bank Group will not enforce collection of the
Obligations or enforce its Liens on the Collateral or exercise any
other right or remedy available under the Loan Documents or otherwise
against the Borrower or any Subsidiary by virtue of (i) the Existing
Defaults and (ii) continued noncompliance with the covenants therein
referenced.
2. Amendments. Upon the satisfaction of the conditions precedent to
effectiveness set forth in Paragraph 17 hereof, the Credit Agreement and the
Fourteenth Amendment are hereby amended as hereinafter set forth.
3. Schedule I to Fourteenth Amendment. Schedule I to the Fourteenth
Amendment shall be amended and restated in its entirety to read as set forth on
Annex A hereto.
4. Paragraph 6 of the Fourteenth Amendment, Paragraph 6 of the
Thirteenth Amendment, Paragraph 8 of the Twelfth Amendment, Paragraph 8 of the
Eleventh Amendment and Paragraph 9 of the Tenth Amendment are hereby amended in
their entirety to read as follows:
Information. The Borrower and its Subsidiaries shall furnish
to the Bank Group such information as any member of the Bank Group may
reasonably request regarding the Borrower or any Subsidiary and its
business, operations, and financial condition, as and when reasonably
requested by any member of the Bank Group, and without any such
request, the Borrower shall furnish to the Bank Group:
(a) as soon as available, and in any event no later
than 30 days after the close of each calendar month, (i) a
consolidated balance sheet of the Borrower as at the close of
such month and a consolidated and consolidating income
statement and consolidated and consolidating statement of cash
flows of the Borrower for the month and for the fiscal
year-to-date then ended, each in the same form as the monthly
financial statements currently furnished by the Borrower and
(ii) calculations of all financial covenants, each prepared in
reasonable detail by the Borrower and its North American
Subsidiaries in a form acceptable to the Agent and certified
by the Borrower's chief financial officer;
(b) as soon as available, and in any event no later
than 20 days after the close of each calendar month, a
Borrowing Base certificate showing the computation of the
Borrowing Base in reasonable detail as of the close of
business on the last day of such month, prepared by the
Borrower and certified to by its chief financial officer or
such other officer acceptable to the Agent;
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(c) as soon as available, and in any event not later
than the 30th day of each calendar month, an inventory
certificate and an accounts receivable and accounts payable
aging report, each prepared in reasonable detail by the
Borrower and its North American Subsidiaries in a form
acceptable to the Agent and certified to by the Borrower's
chief financial officer;
(d) as soon as available, and in any event no later
than one week after the close of each fiscal month, a cash
flow report (on a consolidated and consolidating basis) as of
the close of business on the last day of such month showing
actual performance and sales for such month and a cumulative
variance (if any) for the month and for the forecast period
from October 1, 2002 through the most recent month end,
prepared by the Borrower in reasonable detail and certified to
by its chief financial officer or such other officer
acceptable to the Agent;
(e) as soon as available, and in any event no later
than the first Wednesday of each fiscal month, a 12-week cash
flow projection (on a consolidated and consolidating basis)
for the Borrower and its North American Subsidiaries;
(f) as soon as available, and in any event no later
than the last Business Day of each week, a line item report
for the prior week showing actual cash flow performance
compared to the Operating Period Budget (as defined in the
Cash Collateral Use Agreement) and sales reporting (on a
consolidated and consolidating basis and including a
cumulative report for the month through the week then ended),
prepared by the Borrower in reasonable detail and certified to
by its chief financial officer or such other officer
acceptable to the Agent;
(g) as soon as available, and in any event no later
than November 15, 2002, a copy of the detailed fiscal year
2003 plan for the Borrower prepared by Xxxxxxx & Marsal,
including monthly cash flow projections, borrowing base
forecast and financial forecasts and a weekly cash budget for
the following 13 weeks (the "A&M 2003 Plan");
(h) no later than November 15, 2002, an analysis of
its insurance claims (the "Insurance Claims") and an analysis
of its accounting irregularity causes of action (the "Subject
Litigation"), including recommended strategic action plans,
time lines, proposed budgets and estimated recovery ranges
from the relevant experts retained by the Borrower with
respect to the Insurance Claims and
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the Subject Litigation and, promptly as developments occur,
updates with regard thereto; (i) as soon as available, and in any
event no later than the second and fourth Wednesday of each
fiscal month, asset disposition progress reports;
(j) as soon as available, and in any event no later
than one Business Day after receipt by the Borrower, a copy of
signed purchase orders for the production of bollards;
(k) as soon as available, and in any event no later
than the time periods set forth in the Credit Agreement, all
other reports and financial information required to be
delivered by the Borrower under Section 7.6 of the Credit
Agreement;
(l) as soon as available, and in any event no later
than February 28, 2003, a final operating plan and cash
operating budget for Canadian Steel Foundries, Ltd. reasonably
acceptable to the Required Banks; and
(m) as soon as available, and in any event no later
than February 28, 2003, a marketing plan for Empire Steel
Castings, Inc. ("Empire") that sets forth a disposition
strategy for Empire while in operation or idle with specific
milestones reasonably acceptable to the Required Banks.
5. Paragraph 9 of the Fourteenth Amendment is hereby amended in its
entirety to read as follows:
9. Mandatory Prepayments. The Borrower shall, on or prior to
January 31, 2003, pay down the Obligations and the Teachers' Notes pro
rata by not less than $4,000,000, and shall, on or prior to March 17,
2003 (or such later date as shall be approved in writing by the
Required Banks), pay down the Obligations and the Teachers' Notes pro
rata by not less than an aggregate amount (including all payments made
between the date hereof and January 31, 2003) of $11,000,000; provided,
however, that net proceeds applied to the Obligations and the Teachers'
Notes from the sale of Inverness shall not be included in determining
the Borrower's compliance with this paragraph. Any reduction in the
Obligations pursuant hereto shall be accompanied by a permanent
reduction in the Commitments.
6. Capital Expenditures. The Borrower shall not, nor shall it permit
any Subsidiary to, expend or become obligated for capital expenditures (as
defined by GAAP and which is calculated only with respect to the Borrower and
its Subsidiaries' North American operations) in an aggregate amount, for each
period commencing on July 1, 2002 and ending on a date set forth below, of not
more than the amount set forth below immediately to the right of such period:
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CAPITAL EXPENDITURES MUST NOT
FOR PERIOD ENDED EXCEED:
November 30, 2002 $1,418,000
December 31, 2002 $1,651,000
January 31, 2003 $1,861,000
February 28, 2003 $2,147,000
March 31, 2003 $2,559,000
7. Minimum Cumulative EBITDA. The Borrower shall maintain EBITDA
(which is calculated only with respect to the Borrower and its Subsidiaries'
North American operations excluding LaGrange Foundry, Inc., Canadian Steel
Foundries, Ltd., Empire Steel Castings, Inc., Xxxxxx International, Inc. and
PrimeCast Inc. (now known as Xxxxxx International, Inc.)) for each period
commencing on July 1, 2002 and ending on a date set forth below at not less than
the amount set forth below immediately to the right of such period:
CUMULATIVE EBITDA MUST EQUAL OR
FOR PERIOD ENDED EXCEED:
November 30, 2002 $5,232,000
December 31, 2002 $5,578,000
January 31, 2003 $6,285,000
February 28, 2003 $7,195,000
March 31, 2003 $8,157,000
April 30, 2003 $8,804,000
For purposes of computing the Borrower's compliance with this Paragraph, add
backs to EBITDA for non-cash charges shall be net of any cash amounts
subsequently paid for the cumulative period tested.
8. Restructuring Charges. The Borrower shall not, nor shall it permit
any North American Subsidiary to, expend or become obligated for legal and
professional fees of the Borrower's advisors in connection with its
restructuring activities in an aggregate amount, for each period commencing on
July 1, 2002 and ending on a date set forth below, of not more than the amount
set forth below immediately to the right of such period:
LEGAL AND RESTRUCTURING CHARGES
FOR PERIOD ENDED MUST NOT EXCEED:
November 30, 2002 $1,150,000
December 31, 2002 $1,307,000
January 31, 2003 $1,496,000
February 28, 2003 $1,643,000
March 31, 2003 $1,798,000
April 30, 2003 $1,998,000
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9. Deposit Accounts. The Borrower shall not at any time permit the
aggregate amount of funds in its deposit accounts maintained with Exchange
National Bank to exceed $100,000. The Borrower shall not, nor shall it permit
any Subsidiary to, maintain deposit accounts with any depository institution
(other than the Agent) unless such depository institution shall execute and
deliver an account control agreement in form and substance satisfactory to the
Agent which provides, among other things, for such depository institution's
agreement that it will comply with instructions originated by the Agent
directing the disposition of the funds in the such account without further
consent by the Borrower, or such Subsidiary, as the case may be; provided,
however, that no such account control agreements need be delivered so long as
the aggregate amount on deposit in such accounts does not at any time exceed
$300,000. No later than one week after the close of each fiscal month, the
Borrower's chief financial officer shall provide the Agent with a certificate
demonstrating compliance with this paragraph.
10. Additional Requirements Regarding Inverness Disposition. The
Borrower shall promptly provide to the Bank Group copies of all offering
memoranda, letters of intent, purchase agreements, and other sales related
documents and materials generated in connection with the marketing and sale of
Inverness. The Borrower shall comply in all respects with the time line for the
disposition of Inverness delivered to the Agent on or about December 17, 2002.
11. Empire Disposition. The Borrower has represented to the Banks that
it intends to market the assets of Empire Steel Castings, Inc. ("Empire"). By no
later than March 15, 2003, the Borrower shall have retained an investment banker
or other third party reasonably acceptable to the Required Banks to assist the
Borrower in its plan to market and dispose of Empire. The Borrower shall use its
reasonable efforts to consummate such sale on reasonably acceptable terms and
shall provide to the Bank Group a time line for the marketing and sale of Empire
(which must be reasonably satisfactory to the Required Banks) by no later than
March 31, 2003. The Borrower's failure to provide such a time line to the Bank
Group by March 31, 2003 shall constitute an immediate Standstill Termination and
the Borrower's failure to perform in accordance therewith shall, upon the
Required Banks' written notice to the Borrower, constitute a Standstill
Termination.
12. Loan Documents Remain Effective. Except as expressly set forth in
this Agreement, the Credit Documents remain unchanged and in full force and
effect. Without limiting the foregoing, the Borrower and its Subsidiaries shall
comply with all of the terms, conditions, and provisions of the Credit Documents
as modified hereby except to the extent such compliance is irreconcilably
inconsistent with the express provisions of this Agreement.
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13. Acknowledgement of Debt; Acknowledgement of Liens. As of the date
hereof, the following aggregate principal amounts are outstanding on the
Revolving Loans, Swing Loans and Letters of Credit:
AGGREGATE PRINCIPAL AMOUNT
TYPE OF CREDIT: OUTSTANDING:
Revolving Loans $52,302,414.24
Swing Loans $0
Letters of Credit $9,145,955.00
The Borrower hereby confirms its promise to pay, and each Guarantor hereby
confirms its guaranty of repayment of, the principal of and interest on the
Obligations in accordance with the terms of the Credit Agreement, as modified by
this Agreement, without defense, set-off, counterclaim or reduction of any
nature whatsoever. The Borrower represents there are currently no Events of
Default other than the Existing Defaults. The Borrower and each Guarantor hereby
acknowledges and confirms that: (i) the Obligations will continue to be secured
by Liens on all accounts, chattel paper, instruments, documents, general
intangibles, investment property, deposits, inventory, equipment and
substantially all other assets and properties of the Borrower and Guarantors'
pursuant to the mortgages, security agreements and other instruments and
documents heretofore executed and delivered by the Borrower and the Guarantors
to or for the benefit of the Bank Group; (ii) such mortgages, security
agreements and other instruments and documents, and the rights and remedies of
the Bank Group thereunder, the obligations of the Borrower and each Guarantor
thereunder, and the Liens created and provided for thereunder, in each case
remain in full force and effect and shall not be affected, impaired or
discharged hereby; and (iii) nothing herein contained shall in any manner affect
or impair the priority of the Liens and security interests created and provided
for thereby as to the obligations which would be secured thereby prior to giving
effect to this Agreement.
14. Release. In consideration of the Required Banks' execution of this
Agreement and for other good and valuable consideration, receipt of which is
hereby acknowledged, (x) the Borrower and each Guarantor hereby acknowledges
that it has no defense, counterclaim, offset, cross-complaint, claim, or demand
of any kind or nature whatsoever that can be asserted to reduce or eliminate all
or any part of its liability to pay or perform any of the Obligations, or to pay
or perform any of its other obligations with respect to any other loans or other
extensions of credit or financial
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accommodations made available to or for its account by any one or more members
of the Bank Group, or to seek affirmative relief or damages of any kind or
nature from the Bank Group, and (y) the Borrower and each Guarantor does hereby
fully, unconditionally, and irrevocably forever relieve, relinquish, release,
waive, discharge, and hold harmless the Bank Group and each of its members and
each of its members' current and former shareholders, directors, officers,
employees, agents, attorneys, successors, and assigns of and from any and all
claims, debts, actions, causes of action, liabilities, demands, obligations,
promises, acts, agreements, costs, expenses (including but not limited to
reasonable attorneys' fees) and damages of whatsoever kind and nature, whether
now known or unknown, based upon, resulting from, arising out of, or in
connection with loans or other extensions of credit or financial accommodations
made by any one or more members of the Bank Group from time to time to or for
the account of the Borrower or any Subsidiary, including, without limitation,
any Loans made under, and Letters of Credit issued under, the Credit Agreement
or in any way connected with or related to any other instrument or document
executed or delivered in connection therewith and/or the administration or
collection thereof and/or collateral therefor or guaranties thereof.
15. No Waiver and Reservation of Rights. The Bank Group is not waiving
the Existing Defaults, but is simply agreeing to forbear from exercising its
rights with respect to the Existing Defaults to the extent expressly set forth
in this Agreement. The Bank Group is not obligated in any way to continue beyond
the Standstill Period to forbear from enforcing its rights or remedies, and the
Bank Group is entitled to act on the Existing Defaults after the occurrence of a
Standstill Termination as if such defaults had just occurred and the Standstill
Period had never existed. The Bank Group makes no representations as to what
actions, if any, the Bank Group will take after the Standstill Period or upon
the occurrence of any Standstill Termination, an Event of Default, or an event
which with notice or lapse of time, or both, would constitute an Event of
Default, and the Bank Group must and does hereby specifically reserve any and
all rights and remedies it has (after giving effect hereto) with respect to the
Existing Defaults and each other Event of Default that may occur.
16. Integration. This Agreement is intended by the Bank Group as a
final expression of its agreement as to the subject matter hereof and is
intended as a complete and exclusive statement of the terms and conditions of
that agreement.
17. Effectiveness. This Agreement shall take effect upon the
satisfaction of the following conditions:
(a) the acceptance (without modification) by the Required Banks and the
Borrower in the spaces provided for that purpose below;
(b) the execution by the Guarantors of the acknowledgment attached
hereto;
(c) the Obligors (as defined in the Cash Collateral Use Agreement) and
the Requisite Lenders (as defined in the Cash Collateral Use Agreement) shall
have executed and delivered to the Agent an amendment to the Cash Collateral Use
Agreement in form and substance satisfactory to the Agent;
(d) the Borrower shall have delivered to the Bank Group a weekly cash
flow budget for the period from the date hereof through and including April 3,
2003 and the same shall be satisfactory to the Required Banks; and
(e) TIAA shall have reinstated its standstill agreement through April
3, 2003 in a manner reasonably acceptable to the Agent.
By its acceptance hereof, the Borrower and each Guarantor hereby represent that
they have duly considered the consequences of this Agreement after consultation
with counsel and such other advisors as each deems appropriate under the
circumstances, each has the necessary power and
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authority to execute, deliver, and perform the undertakings contained herein,
and that the same does bind each of them hereto.
18. Submission to Jurisdiction; Waiver of Jury Trial. The Borrower and
each Guarantor hereby submits to the non-exclusive jurisdiction of the United
States District Court for the Northern District of Illinois and of any Illinois
State court sitting in the City of Chicago for purposes of all legal proceedings
arising out of or relating to this Agreement, the other Loan Documents or the
transactions contemplated hereby or thereby. The Borrower and each Guarantor
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum. THE BORROWER, EACH GUARANTOR,
THE AGENT, AND EACH BANK HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
19. Miscellaneous. The Borrower shall pay all costs and expenses of the
Bank Group incurred in connection with the negotiation, preparation, execution,
and delivery of this Agreement and the administration of the Loan Documents and
the transactions contemplated thereby, including the reasonable fees and
expenses of counsel to the Bank Group. This Agreement shall be governed by and
construed in accordance with Illinois law (without regard to principles of
conflicts of laws).
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This Reinstatement and Modification of the Fourteenth Amendment and
Forbearance Agreement is entered into between the parties hereto as of the date
and year first above written.
XXXXXXXX CASTING CORPORATION
By: /s/ Xxxxx X. XxXxxxxx
Name: Xxxxx X. XxXxxxxx
Title: Vice Pres. & Treasurer
XXXXXX TRUST AND SAVINGS BANK, in its individual
capacity as a Bank and as Agent
By: /s/ Xxxxxxxx Xxxxxxx
Title: Vice President
COMMERCE BANK, N.A.
By: /s/ Xxxxxx X. Block
Title: Senior Vice President
US BANK NATIONAL ASSOCIATION (f/k/a Firstar Bank,
N.A.), (f/k/a Firstar Bank, N.A. Overland park,
f/k/a Firstar Bank Midwest, N.A., f/k/a
Mercantile Bank)
By: /s/ Xxxxx X. Xxxxxxx
Title: Vice President
KEY BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
Title: Senior Vice President
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COMERICA BANK
By: /s/ Xxxxxx X. Xxxx
Title: Senior Vice President
HIBERNIA NATIONAL BANK
By:
Title:___________________________________________________
NATIONAL WESTMINSTER BANK PLC
Nassau Branch
By:
Title:___________________________________________________
New York Branch
By:
Title:___________________________________________________
XXXXX FARGO BANK,
NATIONAL
ASSOCIATION
(successor by
merger to Norwest
Bank Minnesota,
N.A.)
By:
Title:___________________________________________________
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ANNEX A TO REINSTATEMENT AND MODIFICATION OF THE
FOURTEENTH AMENDMENT AND FORBEARANCE AGREEMENT
SCHEDULE I
EXISTING DEFAULTS
1. Noncompliance with minimum current ratio requirement set forth in
Section 7.15(a) of the Credit Agreement.
2. Noncompliance with the minimum Stockholder's Equity requirement set
forth in Section 7.15(b) of the Credit Agreement.
3. Noncompliance with the maximum Consolidated Total Senior Debt to
Total Capitalization requirement set forth in Section 7.15 (c) of the Credit
Agreement.
4. Noncompliance with the maximum Consolidated Total Senior Debt to
Total Capitalization ratio set forth in Section 7.15(d) of the Credit Agreement.
5. Noncompliance with the minimum Fixed Charge Coverage Ratio set
forth in Section 7.15(e) of the Credit Agreement.
6. Noncompliance with the maximum Senior Debt to EBITDA ratio set
forth in Section 7.15(f)(i) of the Credit Agreement.
7. Noncompliance with the maximum Total Debt to EBITDA ratio set forth
in Section 7.15(f)(ii) of the Credit Agreement.
8. Noncompliance with Section 8.1(d) of the Credit Agreement resulting
from a default under the indebtedness permitted by Section 7.16(b) of the Credit
Agreement.
9. Noncompliance with Section 7.20 of the Credit Agreement resulting
from the $1,000,000 intercompany advance made by the Borrower to Xxxxxxxx
Casting UK Limited in August, 2001.
10. Noncompliance with the minimum EBITDA requirement set forth in
Section 10 of Tenth Amendment and Forbearance Agreement.
11. Noncompliance with the minimum cumulative EBITDA requirement set
forth in Section 11 of Twelfth Amendment and Forbearance Agreement for the
months of February through June, 2002.
12. Noncompliance with Section 8.1(d) of the Credit Agreement resulting
from a default under the indebtedness permitted by Section 7.16(d) of the Credit
Agreement.
13. Noncompliance with Section 8.1(d) of the Credit Agreement resulting
from General Electric Capital Corporation's call of the Borrower's guarantee of
Fonderie d'Autun SA's lease obligations.
14. Breach of representations and warranties reaffirmed under Section
6.2(c) of the Credit Agreement in connection with extensions of additional
credit due to the noncompliance described above.
15. Noncompliance with the minimum cumulative EBITDA requirement set
forth in Section 9 of Thirteenth Amendment and Forbearance Agreement for the
period from July 1, 2002 through July 31, 2002 and for the period from July 1,
2002 through August 31, 2002.
16. Noncompliance with Section 8(a) of the Fourteenth Amendment and
Forbearance Agreement.
17. Noncompliance with Section 7.9 of the Credit Agreement by virtue of
a lien in the amount of $27,125 on a deposit account of Quaker Alloy, Inc.
18. Noncompliance with Section 9 of the Fourteenth Amendment and
Forbearance Agreement by virtue of its failure to pay down the Obligations and
the Teachers' Notes pro rata by not less than an aggregate amount (including all
payments made since October 17, 2002) of $11,000,000 by February 28, 2003.
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GUARANTOR'S ACKNOWLEDGMENT AND CONSENT
Each of the undersigned has heretofore executed and delivered to the
Agent and each Bank a Guaranty Agreement. Each of the undersigned hereby
consents to the Fourteenth Amendment and Forbearance Agreement as set forth
above and confirms that its Guaranty Agreement and all of its respective
obligations thereunder remain in full force and effect for the benefit of all
the Obligations (as such term is defined in the Credit Agreement and in the
Guaranty Agreements, it being understood and agreed that as so defined, such
term includes the Bridge Loans). Each of the undersigned also heretofore
executed and delivered various Security Agreements. Each of the undersigned
hereby acknowledges and agrees that the Liens created and provided for by each
Security Agreement continue to secure, among other things, the Obligations (as
such term is defined in the Credit Agreement and in the Security Agreements, it
being understood and agreed that as so defined, such term includes the Bridge
Loans); and each Security Agreement and the rights and remedies of the Secured
Creditors thereunder, the obligations of each of the undersigned thereunder, and
the Liens created and provided for thereunder remain in full force and effect
and shall not be affected, impaired or discharged hereby. Nothing herein
contained shall in any manner affect or impair the priority of liens and
security interests created and provided for by the Security Agreements as to the
indebtedness which would be secured thereby prior the giving effect to the
Fourteenth Amendment and Forbearance Agreement.
AMITE FOUNDRY AND MACHINE, INC.
PROSPECT FOUNDRY, INC.
QUAKER ALLOY, INC.
CANADIAN STEEL FOUNDRIES, LTD.
XXXXXX INTERNATIONAL, INC.
EMPIRE STEEL CASTINGS, INC.
LAGRANGE FOUNDRY INC.
THE G&C FOUNDRY COMPANY
LOS ANGELES DIE CASTING INC.
CASTCAN STEEL LTD.
CANADA ALLOY CASTINGS, LTD.
PENNSYLVANIA STEEL FOUNDRY & MACHINE COMPANY
SPRINGFIELD IRON CORP. (f/k/a Xxxx Foundry Corp.)
INVERNESS CASTINGS GROUP, INC.
DU-WEL PRODUCTS, INC.
XXXXX CASTING AND ASSEMBLY, INC.
CLAREMONT FOUNDRY, INC.
LONDON PRECISION MACHINE & TOOL LTD.
By: /s/ Xxxxx X. XxXxxxxx
Title: Vice President
PRIMECAST INCORPORATED
By: /s/ Xxxxxxx Xxxxx
Title: Vice President
