Amendment Letter to Facility Agreement between Burdale Financial Limited and Atchison Casting UK Limited and Affiliates

Summary

This letter agreement, dated March 26, 2002, is between Burdale Financial Limited and Atchison Casting UK Limited (along with other related companies). It amends certain terms of a prior facility agreement, including changes to financial limits and definitions, and clarifies specific clauses. The amendments become effective once all parties sign the letter. Atchison Casting UK Limited agrees to pay a £42,000 fee for this amendment. All other terms of the original finance documents remain unchanged and in effect.

EX-4.1 3 form8k_0528024exh4.htm Exhibit 4.1 to Form 8-K for Atchison Casting Corporation

 BURDALE FINANCIAL LIMITED  BY POST AND FACSIMILE 26th March 2002 Atchison Casting UK Limited PO Box 1332 Talos House Hawke Street Sheffield S9 2WZ Facsimile No: 0114 ###-###-#### Attention: John Lovell For itself and on behalf of each of the other Obligors (as defined in the Facility Agreement (as defined below)) Dear Sirs We refer to the facility agreement dated 17 September 2001 (as supplemented and amended from time to time), between Atchison Casting UK Limited (the "Company") and others as Facility Companies and/or Guarantors and ourselves (the "Facility Agreement"). Terms defined in the Facility Agreement have the same meaning when used in this letter. We write to confirm the agreement reached between us that the Facility Agreement shall be amended with effect from the Effective Date (as defined below) as follows: 1. The reference to "£7,500,000" in the definition of "Forex Limit" in Clause 1.1 of the Facility Agreement shall be deemed deleted and replaced with a reference to "£nil". 2. A new definition shall be inserted into Clause 1.1 of the Facility Agreement after the definition of "Financial Indebtedness" as follows:  ""Fixed Asset Availability" means the lessor of: (a) £ 3,000,000; and (b) 37.5% of the aggregate of the then most recent Property Valuation and the then most recent Equipment Valuation." 3. The text in Clause 5.4(c) of the Facility Agreement shall be deleted and replaced with the text "Intentionally Deleted." 4. Clause 5.5 (d) of the Facility Agreement shall be amended by: (a) deleting the word "LESS" at the end of sub-paragraph (ii) and replacing it with the word "PLUS"; (b) inserting a new sub-paragraph (iii) as follows: "(iii) the Fixed Asset Availability; LESS" (c) renumbering the existing sub-paragraph (iii) as sub-paragraph (iv). 53 Queen Anne Street, London WIC 9HP T. 020 7935 1115 F. 020 7486 3513 w.www.burdale.co.uk Offices also in Manchester and Birmingham Reg. No. 2656007 Incorporated in England and Wales affiliated to CONGRESS FINANCIAL CORPORATION, A FIRST UNION company

 The Effective Date shall be the date on which we receive a copy of this letter countersigned by each of the Obligors. In consideration of our issuing this letter at its request, the Company shall pay to us a fee of £42,000. Save as set out above, nothing in this letter shall be deemed to be an amendment to the terms of any Finance Document (which shall remain in full force and effect) or a waiver or consent by Burdale to any breach or potential breach (present or future) of any provision of the Finance Documents (whether or not anticipated at the date hereof) or any waiver of a Default or Event of Default (howsoever described). This letter is a Finance Document and shall be governed by English law. Yours faithfully /s/ Ian Conway .......................................... For and on behalf of BURDALE FINANCIAL LIMITED Accepted and agreed: ATCHISON CASTING UK LIMITED By: /s/ Hugh H. Aiken SHEFFIELD FOREGEMASTERS ROLLS LIMITED By: /s/ Peter Carlass SHEFFIELD FORGEMASTERS ENGINEERING LIMITED By: /s/ K. Lomax ATCHISON CASTING UK LIMITED By: /s/ Hugh H. Aiken SHEFFIELD FORGEMASTERS GROUP LIMITED By: /s/ Hugh H. Aiken SHEFFIELD FORGEMASTERS LIMITED By: /s/ Hugh H. Aiken