November 2, 2001
Atchison Casting Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-0188
Attention: Chief Financial Officer
Re: Atchison Casting Corporation (the "Company") April 3, 1998
Amended and Restated Credit Agreement by and among the Company,
▇▇▇▇▇▇ 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 and that certain side letter dated October 12, 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 2,
2001 (the "Standstill Expiration Date"). The Company has requested that the Bank
Group extend the Standstill Expiration Date through November 20, 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
20, 2001, (ii) Section 11(h) of the Eleventh Amendment is amended by deleting
the date "November 2, 2001" appearing therein and inserting in its place the
date "November 20, 2001" and (iii) Section 18 of the Eleventh Amendment is
amended by deleting the date "November 7, 2001" appearing therein and inserting
in its place the date "November 25, 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,
▇▇▇▇▇▇ TRUST AND SAVINGS BANK, in its
individual capacity as a Bank and as Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
COMMERCE BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior vice President
FIRSTAR BANK, N.A. f/k/a
FIRSTAR BANK MIDWEST, N.A. (f/k/a
Mercantile Bank)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
KEY BANK NATIONAL ASSOCIATION
By:
Title:
COMERICA BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
HIBERNIA NATIONAL BANK
By:
Title:
NATIONAL WESTMINSTER BANK PLC
Nassau Branch
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Head of Mid Corporate Team
Corporate Restructuring Unit
New York Branch
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Head of Mid Corporate Team
Corporate Restructuring Unit
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION (successor by merger to Norwest
Bank Minnesota, N.A.)
By:
Title:
Agreed and Accepted:
▇▇▇▇▇▇▇▇ CASTING CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
AMITE FOUNDRY AND MACHINE, INC.
PROSPECT FOUNDRY, INC.
QUAKER ALLOY, INC.
CANADIAN STEEL FOUNDRIES, LTD.
3210863 CANADA INC.
▇▇▇▇▇▇ 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
▇▇▇▇ FOUNDRY CORP.
INVERNESS CASTINGS GROUP, INC.
DU-WEL PRODUCTS, INC.
▇▇▇▇▇ CASTING AND ASSEMBLY, INC.
CLAREMONT FOUNDRY, INC.
LONDON PRECISION MACHINE & TOOL LTD.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ INDUSTRIES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President