EXHIBIT 4.2
October 12, 1998
Xx. Xxxxx X. XxXxxxxx
Vice President & Chief Financial Officer
Atchison Casting Corporation
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000-0000
RE: NOTE PURCHASE AGREEMENT DATED AS OF JULY 29, 1994
Dear Xx. XxXxxxxx:
You have informed Teachers Insurance and Annuity Association of America
("TIAA") that Atchison Casting Corporation ("the "Company") would like to
take advantage of the opportunity to repurchase an amount of shares of its
common stock from certain shareholders. The proviso to Section 6.6(b) of the
above-referenced note purchase agreement (the "Note Purchase Agreement")
limits the aggregate amount of Restricted Payments and Restricted Investments
to a sum not to exceed 25% of Consolidated Net Income for the immediately
preceding year.
Notwithstanding anything to the contrary contained in Section 6.6 of the
Note Purchase Agreement, this letter constitutes an agreement by TIAA to
exclude an aggregate amount up to $3,000,000 from the provisions of Section
6.6 of the Note Purchase Agreement for the purpose of stock repurchases,
provided that no Default or Event of Default shall have occurred and be
continuing or would result from any such stock repurchases.
All capitalized terms used herein without definition shall have the same
meaning herein as they have in the Note Purchase Agreement.
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director Private Placements
Acknowledged and agreed to:
XXXXXXXX CASTING CORPORATION
By: /s/ Xxxxx X. XxXxxxxx
---------------------------------
Name: Xxxxx X. XxXxxxxx
Title: Vice President & Treasurer
