EXHIBIT 4.2
THIRD AMENDMENT TO THE NOTE PURCHASE AGREEMENT
This Third Amendment to the Note Purchase Agreement (this "Third
Amendment") dated as of April 3, 1998 between ATCHISON CASTING CORPORATION
(the "Company") and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
(the "Holder");
W I T N E S S E T H:
WHEREAS, the Company and the Holder have heretofore executed and
delivered a Note Purchase Agreement dated as of July 29, 1994 (as amended by
the First Amendment and the Second Amendment described below, the "Note
Purchase Agreement") pursuant to which the Holder purchased $20,000,000 in
aggregate principal amount of the Company's 8.44% Senior Notes due July 29,
2004 (the "Notes"); and
WHEREAS, the Company and the Holder have heretofore executed and
delivered a First Amendment to the Note Purchase Agreement dated as of March
8, 1996 (the "First Amendment"); and
WHEREAS, the Company and the Holder have heretofore executed and
delivered a Second Amendment to the Note Purchase Agreement dated as of
May 24, 1996 (the "Second Amendment"); and
WHEREAS, concurrently herewith the Company or a Subsidiary thereof
shall acquire substantially all of the voting stock of Sheffield Forgemasters
Group Limited, a U.K. company ("Sheffield"); and
WHEREAS, concurrently herewith in connection with the acquisition
of Sheffield, the Company shall enter into a Pledge and Security Agreement
with Harris Trust and Savings Bank, acting as agent for the Holder and the
banks which are now or hereafter a party to the Amended and Restated Credit
Agreement dated as of April 3, 1998 between such banks and the Company; and
WHEREAS, the parties hereto desire to further amend the Note
Purchase Agreement to enable the Company to complete the acquisition of
Sheffield and to make certain other amendments to the Note Purchase Agreement
as provided therein;
NOW, THEREFORE, for good and valuable consideration the receipt of
which is hereby acknowledged, the parties hereto agree
that the Note Purchase Agreement shall be and hereby is amended as follows:
A. 1. The provisions of SECTION 1.7 and SECTION 6.13 of the Note
Purchase Agreement which require a subsidiary guaranty of the Notes shall not
apply with respect to Sheffield, any of its subsidiaries or any U.K.
Subsidiary that the Company has formed to acquire the voting stock of
Sheffield.
2. SECTION 6.3 of the Note Purchase Agreement is hereby amended by
(i) deleting the " and" at the end of subsection (f) thereof, (ii) deleting
the "." at the end of subsection (g) thereof and inserting in its place ";
and" and (iii) inserting after subsection (g) the following subsection (h):
"(h) Sheffield may become and remain liable in respect of letters
of credit issued for its account PROVIDED that the aggregate face amount of
all such letters of credit shall not exceed the US$ equivalent of $3,000,000
at any one time outstanding."
3. SECTION 6.4 of the Note Purchase Agreement is hereby amended by
deleting the amount "$3,500,000" in the last line of subsection (h) thereof
and inserting in its place the amount "$8,000,000".
4. SECTION 9.1 of the Note Purchase Agreement is hereby amended by
(i) inserting the following definition in the appropriate alphabetical order:
"'SHEFFIELD': Sheffield Forgemasters Group Limited, a U.K. company.
and (ii) by amending and restating in its entirety the definition of
"Restricted Investment" to read as follows:
"'RESTRICTED INVESTMENT': any Investment other than an Investment
permitted by clause (a), (b), (c) or (d) of Section 6.5."
B. The Company hereby represents and warrants to the Holder that
the representations and warranties with respect to the Company contained in the
Note Purchase Agreement are true and correct in all material respects and the
Holder shall be entitled to rely on such representations and warranties as if
they were made to the Holder in this Amendment as of the date hereof.
C. This Third Amendment shall become effective upon execution and
delivery of this Third Amendment.
This Third Amendment may be executed in any number of counterparts and
by each party hereto on separate counterpart signature pages, each of which
when so executed shall be an original but all of which shall constitute one
and the same instrument. Except as specifically amended and modified hereby,
all of the terms and conditions of the Note Purchase Agreement shall remain
unchanged and in full force and effect. All references to the Note Purchase
Agreement in any document shall be deemed to be references to the Note
Purchase Agreement as amended hereby. All capitalized terms used herein
without definition shall have the same meaning herein as they have in the
Note Purchase Agreement.
This Third Amendment shall be construed and governed by and in accordance
with the laws of the State of New York.
Dated as of the date first above written.
ATCHISON CASTING CORPORATION
By /s/ Kevin T. McDermed
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Name: Kevin T. McDermed
Title: V.P. & Treasurer
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By /s/ Estelle Simsolo
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Name: Estelle Simsolo
Title: Director-Private Placements