THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Third Amendment to Amended and Restated Credit Agreement (the
"AMENDMENT") dated as of August 20, 1999 among Atchison Casting Corporation (the
"BORROWER"), the Banks, and Harris Trust and Savings Bank, as Agent;
W I T N E S S E T H:
WHEREAS, the Borrower, Guarantors, Banks and Harris Trust and Savings
Bank, as Agent, have heretofore executed and delivered an Amended and Restated
Credit Agreement dated as of April 3, 1998 (as amended by the First Amendment
thereto dated October 7, 1998 and the Second amendment thereto dated as of April
23, 1999, the "CREDIT AGREEMENT"); and
WHEREAS, the parties hereto desire to amend the Credit Agreement as
provided herein;
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that
the Credit Agreement shall be and hereby is amended as follows:
1. The definition of "SUBSIDIARY" appearing in Section 4 of the Credit
Agreement is hereby amended in its entirety and as so amended shall read as
follows:
"SUBSIDIARY" means, with respect to any person, any corporation
more than 50% (or, for purposes of Section 7.18 only, 60%) of the
Voting Stock of which is at the time owned by, and the managerial
and operational control of which is maintained by, such Person
and/or one or more of its other Subsidiaries. Unless otherwise
specified, any reference to a Subsidiary is intended as a
reference to a Subsidiary of the Borrower; PROVIDED that for
purposes of calculating compliance with Sections 7.9, 7.11, 7.13,
7.15, 7.16, 7.17, 7.18 and 7.19 Fonderie d'Autun, a French
corporation, shall not be deemed to be a Subsidiary of the
Borrower.
2. Section 7.18(d) of the Credit Agreement is hereby amended by
inserting immediately prior to the ";" appearing at the end thereof the
following phrase "; PROVIDED that the Borrower will not, and will not permit any
of its Subsidiaries to, directly or indirectly (through a Subsidiary or
otherwise) increase its Investment in Fonderie d'Autun, a French corporation,
above the amount outstanding on August 20, 1999 without the consent of the
Required Banks."
3. Section 7.19 of the Credit Agreement is hereby amended by
adding the following new paragraph at the end thereof:
Notwithstanding anything in this Section 7.19 to the contrary,
the Borrower will not and will not permit any of its
Subsidiaries to made or become obligated to make any
Restricted Investment in Fonderie d'Autun, a French
corporation without the consent of the Required Banks.
4. The Borrower represents and warrants to each Bank and the Agent
that (a) each of the representations and warranties set forth in Section 5 of
the Credit Agreement is true and correct on and as of the date of this Amendment
as if made on and as of the date hereof and as if each reference therein to the
Credit Agreement referred to the Credit Agreement as amended hereby; (b) no
Default and no Event of Default has occurred and is continuing; and (c) without
limiting the effect of the foregoing, the Borrower's execution, delivery and
performance of this Amendment have been duly authorized, and this Amendment has
been executed and delivered by duly authorized officers of the Borrower.
5. This Amendment shall become effective upon satisfaction of the
following conditions precedent:
(i) the Borrower, the Required Banks, and the Agent
shall have executed and delivered this Amendment; and
(ii) the Guarantors shall have executed the consent attached
hereto.
This Amendment may be executed in any number of counterparts and by
different parties 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 Credit Agreement and the other Credit Documents
shall remain unchanged and in full force and effect. All references to the
Credit Agreement in any document shall be deemed to be references to the Credit
Agreement as amended hereby. All capitalized terms used herein without
definition shall have the same meaning herein as they have in the Credit
Agreement. This Amendment shall be construed and governed by and in accordance
with the internal laws of the State of Illinois.
Dated as of the date first above written.
ATCHISON CASTING CORPORATION
By: /s/ Kevin T. McDeremed
Title: V.P. & Treasurer
HARRIS TRUST AND SAVINGS BANK, in its
individual capacity as a Bank and
as Agent
By: /s/ Len E. Meyer
Title: Vice President
Commerce Bank, N.A.
By: /s/ Jeffrey R. Gray
Title: Vice President
Mercantile Bank
By: /s/ Barry L. Sullivan
Title: Vice President
Key Bank National Association
By: /s/ Daniel M. Lally
Title: Assistant Vice President
Comerica Bank
By: /s/ Jeff Peck
Title: Vice President
Hibernia National Bank
By: /s/ Troy J. Villafarra
Title: Senior Vice President
National Westminster Bank Plc
Nassau Branch
By: /s/ C.A. Parsons
Title: Corporate Director
New York Branch
By: /s/ C.A. Parsons
Title: Corporate Director
Norwest Bank Minnesota, N.A.
By: /s/ R. Duncan Sinclair
Title: Vice President