Exhibit 4.3




 




April 19, 2001




 




 




Atchison Casting Corporation




400 S. Fourth Street




Atchison, Kansas 66002




 




Re:  Forbearance




 




Gentlemen:




 




As you know, you are currently in violation of the financial covenants

set forth in Section 2(m)(1) and 2(m)(3) of that certain Master Security

Agreement dated as of December 29, 1999 (the “Master Security Agreement”),

between General Electric Capital Corporation, for itself and as agent for

certain Participants (“Secured Party”) and you.  These violations are with respect to your financial reporting

periods ending June 30, 2000, September 30, 2000, December 31,

2000, and March 31, 2001 (the “Violations”).  You have requested that we forbear from exercising any rights and

remedies available to us as a result of such Violations.  Subject to the following terms and

conditions set forth in this letter, we are willing to forbear from exercising

any rights and remedies available to us solely as a result of such Violations

through and including September 30, 2001.




 




1.                    You

shall pay to us a forbearance fee in the amount of $30,625.00 in good and

valuable funds by wire transferring such amount to the following account on or

before April 19, 2001:




 




BANKER’S TRUST


ONE BANKER’S TRUST PLAZA


NEW YORK, NY 10006


ACCOUNT NAME:  GENERAL ELECTRIC CAPITAL

CORPORATION


ACCOUNT # 50 260 660


ABA # 021 001 033


ATTN:  MNCL-Myra Lastner




 




2.                    You shall provide to us within thirty (30)

days after the end of each month, beginning with the end of March 2001, your

complete financial statements for the preceding month certified by your chief

financial officer.  All such financial

statements shall be prepared in accordance with generally accepted accounting

principles and shall be complete and correct and fairly present your financial

condition as of such date.




 




3.                    You shall continue to fully comply with all

the terms and conditions of that certain Tenth Amendment and Forbearance

Agreement dated April 13, 2001 (the “Harris Forbearance Agreement”),

between Harris Trust and Savings Bank




 





























 




(“Harris”) and you.  In the

event you breach any of the terms and conditions of the Harris Forbearance

Agreement, then the forbearance set forth in this letter shall automatically

terminate and be deemed null and void without further action and we shall be

permitted to exercise any rights and remedies available to us under the Master

Security Agreement, any other documents or law as if this letter had never been

executed.




 




4.                    You

hereby agree to immediately notify us in writing in the event you breach any of

the terms and conditions of the Harris Forbearance Agreement or receive any

letter or other notification from Harris that you have breached, are in

violation of or are in default of the Harris Forbearance Agreement.




 




5.                    You

shall continue to perform and fulfill all of your duties and obligations under

the Master Security Agreement, the related Promissory Note(s), the related

Collateral Schedule(s) and all other agreements, instruments and documents

executed in connection therewith (collectively, the “Debt Documents”).  The Debt Documents shall continue in full

force and effect and unmodified except as expressly modified in this letter.




 




6.                    Your

failure to fully and timely perform or fulfill any of the terms and conditions

of this letter or of any of the Debt Documents shall cause the forbearance set

forth in this letter to automatically terminate and be deemed null and void

without further action and permit us to exercise any and all rights and

remedies available to us under the Debt Documents or law.




 




7.                    This

letter is not a waiver, nor shall it be deemed to be, a waiver of any Event of

Default caused by the above-referenced violations or any other Event of Default

whether now existing or hereafter arising.




 




8.                    Time

is of the essence.




 




Please acknowledge your agreement to all the terms and conditions set

forth in this letter by executing below and returning the signed copy to us no

later than April 19, 2001.




 




	

  General

  Electric Capital Corporation,


  for itself and as agent for certain


  Participants


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ Erik E.

  Anderson


  	

   


  	

   


  	

   


  
	

  Name:


  	

  Erik E.

  Anderson


  	

   


  	

   


  	

   


  
	

  Title:


  	

  Senior Risk

  Analyst


  	

   


  	

   


  	

   


  
							





 




2





























 




Acknowledged and agreed:




 




Atchison Casting Corporation




 




 




	

  By:


  	

  /s/ Kevin T.

  McDermed


  	

   


  	

   


  	

   


  
	

  Name:


  	

  Kevin T.

  McDermed


  	

   


  	

   


  	

   


  
	

  Title:


  	

  V.P. &

  Treasurer


  	

   


  	

   


  	

   


  
							





 




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