Exhibit 4
January 31, 2002
Atchison Casting Corporation
400 South 4th Street
Atchison, Kansas 66002-0188
Attention: Chief Financial Officer
Re: Atchison Casting Corporation (the "Company") April 3, 1998 Amended and
Restated Credit Agreement by and among the Company, Harris 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 January 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 $72,487,626.39. The Company has requested
that the Bank Group extend the Commitment Reduction Date to February 28, 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 "January 31, 2002" appearing
therein and inserting in its place the date "February 28, 2002" and (ii) the
Required Bank consent to the execution of a letter agreement by the Company and
Guarantors with TIAA on the same terms as this letter agreement.
In addition, the Company has outlined the terms of various asset sales as
follows: (i) substantially all of the assets of Los Angeles Die Casting, Inc.
pursuant to the terms outlined in that certain letter from Atchison Casting
Corporation dated December 27, 2001 (the "LA Die Sale"), (ii) the sale of two
PrimeCast Foundry facilities and one PrimeCast Foundry warehouse pursuant to the
terms outlined in that certain letter from Atchison Casting Corporation dated
December 27, 2001 letter (the "PrimeCast Real Estate Sale"), and (iii) the sale
of equipment of PrimeCast / Penn Steel as sold by Industrial Assets, Inc. and
the sale by auction conducted by Industrial Assets, Inc. of certain remaining
equipment of PrimeCast / Penn Steel pursuant to the
terms outlined in that certain letter from Atchison Casting Corporation dated
January 8, 2002 the ("PrimeCast / Penn Steel Equipment Sale"). As the assets to
be sold as part of the LA Die Sale, PrimeCast Real Estate Sale and PrimeCast /
Penn Steel Equipment Sale each have a fair market value or a book value in
excess of $250,000, Paragraph 7 of the Twelfth Amendment required the consent to
the Required Banks prior to any such sale. The Required Banks hereby consent to
the sale of such assets substantially on the terms contained in the letters
referenced above.
In addition, the Company and Banks agree that in calculating the amount of
proceeds that are generated by the LA Die Sale, the aggregate principal amount
of any seller note retained by the Company or any of its Subsidiaries shall be
treated as if such principal amount were received in cash on the date such sale
is consummated.
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,
HARRIS TRUST AND SAVINGS BANK, in its
individual capacity as a Bank and as Agent
By: /s/ Neal Golub
Title: Vice President
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COMMERCE BANK, N.A.
By: /s/ Dennis R. Block
Title: Senior Vice President
US BANK NATIONAL ASSOCIATION
By: /s/ Craig D. Buckley
Title: Vice President
KEY BANK NATIONAL ASSOCIATION
By: /s/ Stephen Steckel.
Title: Vice President
COMERICA BANK
By: /s/ Andrew R. Craig
Title: Vice President
HIBERNIA NATIONAL BANK
By:____________________________________
Title: _________________________________
NATIONAL WESTMINSTER BANK PLC
Nassau Branch
By: /s/ Pete Ballard
Title: Head of Mid Corporate Team
Corporate Restructuring Unit
New York Branch
By: /s/ Pete Ballard
Title: Head of Mid Corporate Team
Corporate Restructuring Unit
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WELLS FARGO BANK, NATIONAL
ASSOCIATION
By: /s/ Calvin R. Emerson
Title: Vice President
Agreed and Accepted:
ATCHISON CASTING CORPORATION
By: /s/ Kevin T. McDermed
Title: VP & Treasurer
AMITE FOUNDRY AND MACHINE, INC.
PROSPECT FOUNDRY, INC.
QUAKER ALLOY, INC.
CANADIAN STEEL FOUNDRIES, LTD.
3210863 CANADA INC.
KRAMER 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
JAHN FOUNDRY CORP.
INVERNESS CASTINGS GROUP, INC.
DU-WEL PRODUCTS, INC.
DAVIS CASTING AND ASSEMBLY, INC.
CLAREMONT FOUNDRY, INC.
LONDON PRECISION MACHINE & TOOL LTD.
By: /s/ Kevin T. McDermed
Title: Vice President
GILMORE INDUSTRIES, INC.
By: /s/ John R. Kujawa
Title: President
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