BURDALE
FINANCIAL LIMITED
BY POST AND FACSIMILE
26th March 2002
Xxxxxxxx Casting UK Limited
XX Xxx 0000
Xxxxx Xxxxx
Xxxxx Xxxxxx
Xxxxxxxxx X0 0XX
Facsimile No: 0114 242 2103
Attention: Xxxx Xxxxxx
For itself and on behalf of each of the other Obligors
(as defined in the Facility Agreement (as defined below))
Dear Sirs
We refer to the facility agreement dated 17 September 2001 (as
supplemented and amended from time to time), between Xxxxxxxx Casting UK
Limited (the "Company") and others as Facility Companies and/or
Guarantors and ourselves (the "Facility Agreement").
Terms defined in the Facility Agreement have the same meaning when used in
this letter.
We write to confirm the agreement reached between us that the Facility
Agreement shall be amended with effect from the Effective Date (as
defined below) as follows:
1. The reference to "£7,500,000" in the definition of "Forex
Limit" in Clause 1.1 of the Facility Agreement shall be deemed
deleted and replaced with a reference to "£nil".
2. A new definition shall be inserted into Clause 1.1 of the
Facility Agreement after the definition of "Financial
Indebtedness" as follows:
""Fixed Asset Availability" means the lessor of:
(a) £ 3,000,000; and
(b) 37.5% of the aggregate of the then most recent Property
Valuation and the then most recent Equipment Valuation."
3. The text in Clause 5.4(c) of the Facility Agreement shall be
deleted and replaced with the text "Intentionally Deleted."
4. Clause 5.5 (d) of the Facility Agreement shall be amended by:
(a) deleting the word "LESS" at the end of sub-paragraph (ii)
and replacing it with the word "PLUS";
(b) inserting a new sub-paragraph (iii) as follows:
"(iii) the Fixed Asset Availability; LESS"
(c) renumbering the existing sub-paragraph (iii) as
sub-paragraph (iv).
00 Xxxxx Xxxx Xxxxxx, Xxxxxx XXX 0XX
T. 020 7935 1115 F. 020 7486 3513 x.xxx.xxxxxxx.xx.xx
Offices also in Manchester and Birmingham
Reg. No. 2656007 Incorporated in England and Wales
affiliated to CONGRESS FINANCIAL CORPORATION, A FIRST
UNION company
The Effective Date shall be the date on which we receive a copy of this
letter countersigned by each of the Obligors.
In consideration of our issuing this letter at its request, the Company
shall pay to us a fee of £42,000.
Save as set out above, nothing in this letter shall be deemed to be an
amendment to the terms of any Finance Document (which shall remain in
full force and effect) or a waiver or consent by Burdale to any breach
or potential breach (present or future) of any provision of the Finance
Documents (whether or not anticipated at the date hereof) or any waiver
of a Default or Event of Default (howsoever described).
This letter is a Finance Document and shall be governed by English law.
Yours faithfully
/s/ Xxx Xxxxxx
..........................................
For and on behalf of
BURDALE FINANCIAL LIMITED
Accepted and agreed:
XXXXXXXX CASTING UK LIMITED
By: /s/ Xxxx X. Xxxxx
SHEFFIELD FOREGEMASTERS ROLLS LIMITED
By: /s/ Xxxxx Xxxxxxx
XXXXXXXXX FORGEMASTERS ENGINEERING LIMITED
By: /s/ X. Xxxxx
XXXXXXXX CASTING UK LIMITED
By: /s/ Xxxx X. Xxxxx
SHEFFIELD FORGEMASTERS GROUP LIMITED
By: /s/ Xxxx X. Xxxxx
SHEFFIELD FORGEMASTERS LIMITED
By: /s/ Xxxx X. Xxxxx
