November 20, 2001
Atchison 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 Eleventh Amendment and Forbearance Agreement dated as
of September 12, 2001 (as amended by that certain side letter dated September
20, 2001, that certain side letter dated October 12, 2001 and that certain side
letter dated November 2, 2001, the "Eleventh Amendment") the Bank Group agreed
to temporarily forbear from enforcing its rights and remedies with respect to
the Credit Agreement through November 20, 2001 (the "Standstill Expiration
Date"). The Company has requested that the Bank Group extend the Standstill
Expiration Date through November 30, 2001.
Accordingly, effective upon the execution of this letter by the
Required Banks, the Company and each Guarantor 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) the Standstill
Period shall be extended so that the new Standstill Expiration Date shall be
November 30, 2001, (ii) Section 11(h) of the Eleventh Amendment is amended by
deleting the date "November 20, 2001" appearing therein and inserting in its
place the date "November 30, 2001" and (iii) Section 18 of the Eleventh
Amendment is amended by deleting the date "November 25, 2001" appearing therein
and inserting in its place the date "December 5, 2001." Except as specifically
waived hereby, all of the terms and conditions of the Credit Agreement shall
remain in full force and effect and are deemed to be reaffirmed as of the date
hereof. 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 Eleventh 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
COMMERCE BANK, N.A.
By: /s/ Xxxxxx X. Xxxxx
Title: Senior Vice President
FIRSTAR BANK N.A. (f/k/a Firstar Bank Midwest, N.A.)
(f/k/a Mercantile Bank)
By: /s/ Xxxxx Xxxxxx
Title: Vice President
KEY BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxx
Title: Vice President
COMERICA BANK
By: /s/ Xxxxxx X. Xxxxx
Title: Vice President
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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
XXXXX FARGO BANK, NATIONAL ASSOCIATION
(successor by merger to Norwest
Bank Minnesota, N.A.)
By: /s/ Xxxxxx X. Xxxxxxx
Title: Vice President
Agreed and Accepted:
XXXXXXXX CASTING CORPORATION
By: /s/ Xxxxx X. XxXxxxxx
Title: Vice President and Treasurer
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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
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