EXHIBIT 4
October 12, 2001
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 Eleventh Amendment and Forbearance Agreement dated as of
September 12, 2001 (as amended by that certain side letter dated September 20,
2001, the "Eleventh Amendment") the Bank Group agreed to temporarily forbear
from enforcing its rights and remedies with respect to the Credit Agreement
through October 12, 2001 (the "Standstill Expiration Date"). The Company has
requested that the Bank Group extend the Standstill Expiration Date through
November 2, 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
2, 2001, (ii) Section 11(h) of the Eleventh Amendment is amended by deleting the
date "October 12, 2001" appearing therein and inserting in its place the date
"November 2, 2001" and (iii) Section 18 of the Eleventh Amendment is amended by
deleting the date "October 17, 2001" appearing therein and inserting in its
place the date "November 7, 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 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
COMMERCE BANK, N.A.
By: /s/ Dennis R. Block
Title: Senior Vice President
FIRSTAR BANK MIDWEST, N.A.
(f/k/a Mercantile Bank)
By:________________________________________
Title:_____________________________________
KEY BANK NATIONAL ASSOCIATION
By: /s/ G. M. Adams
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/ Peter Ballard
Title: Head of Mid Corporate Team
Corporate Restructuring Unit
New York Branch
By: /s/ Peter Ballard
Title: Head of Mid Corporate Team
Corporate Restructuring Unit
WELLS FARGO BANK, NATIONAL
ASSOCIATION (successor by merger to Norwest
Bank Minnesota, N.A.)
By: /s/ Calvin R. Emerson
Title: Vice President
Agreed and Accepted:
ATCHISON CASTING CORPORATION
By: /s/ Kevin T. McDermed
Title: Vice President & 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