March 31, 2002
Xxxxxxxx Casting Corporation
000 Xxxxx 0xx Xxxxxx
Xxxxxxxx, Xxxxxx 00000-0188
Attention: Chief Financial Officer
Re: Atchison 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:
Pursuant to the Twelfth Amendment and Forbearance Agreement dated as of
December 18, 2001 (the "Twelfth Amendment") the Bank Group agreed to temporarily
forbear from enforcing its rights and remedies with respect to the Credit
Agreement through June 30, 2002. Paragraph 4(a) of the Twelfth Amendment
provides that on March 31, 2002 (the "Commitment Reduction Date") a portion of
the Commitments automatically terminate in an amount necessary, if any, to
reduce the aggregate Commitments to $70,487,626.39. The Company has requested
that the Bank Group extend the Commitment Reduction Date to April 30, 2002.
Subject to the terms and conditions hereof the Bank Group is willing to so
extend the Commitment Reduction Date.
Accordingly, effective upon the execution of this letter by the
Required Banks and each Bank with a temporary increase in Commitments under
Section 1.14 of the Credit Agreement 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), (i) Paragraph 4(a) of the
Twelfth Amendment is hereby amended by deleting the date "March 31, 2002"
appearing therein and inserting in its place the date "April 30, 2002" and (ii)
the Required Banks consent to the execution of a letter agreement by the Company
and Guarantors with TIAA on the same terms as this letter agreement.
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.
All defined terms used herein and not defined herein shall have the
same meaning herein as in the Tenth Amendment. 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
2
COMMERCE BANK, N.A.
By: /s/ Xxxxxx X. Xxxxx
Title: Senior Vice President
US BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxx
Title: Vice President
KEY BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxx
Title: Vice President
COMERICA BANK
By: /s/ Xxxxxx X. Xxxxx
Title: Vice President
HIBERNIA NATIONAL BANK
By:______________________________________
Title:
NATIONAL WESTMINSTER BANK PLC
Nassau Branch
By: /s/ Xxxxx Xxxxxxx
Title: Head of Mid Corporate Team
Corporate Restructuring Unit
New York Branch
By: /s/ Xxxxx Xxxxxxx
Title: Head of Mid Corporate Team
Corporate Restructuring Unit
3
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx
Title: Vice President
Agreed and Accepted:
XXXXXXXX CASTING CORPORATION
By: /s/ Xxxxx X. XxXxxxxx
Title: Vice President & Treasurer
AMITE FOUNDRY AND MACHINE, INC.
PROSPECT FOUNDRY, INC.
QUAKER ALLOY, INC.
CANADIAN STEEL FOUNDRIES, LTD.
3210863 CANADA INC.
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
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
XXXXXXX INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxxx
Title: President
