Extension Letter, dated April 15, 2005



 Exhibit 10-18 
  
 WELLS FARGO FOOTHILL, INC. 
 One Boston Place, Suite 1800 
 Boston, Massachusetts 02108 
  
 April 15, 2005 
  
 Elgin National Industries, Inc. 
 2001 Butterfield Road, Suite 1020 
 Downers Grove, Illinois 60515 
  

	 	Re:	EXTENSION LETTER 

  
 Ladies and Gentlemen: 
  
 Reference hereby is made to (i) the Loan and Security Agreement, dated as of February 10, 2003, as amended by the First Amendment, dated as of February 19, 2004 and the Second Amendment and Waiver, dated as of June 30, 2004 (as so amended
and as the same may be further amended, restated or otherwise modified, the “Loan Agreement”), by and among, on the one hand, the lenders identified from time to time party thereto (each a “Lender” and collectively,
the “Lenders”), and WELLS FARGO FOOTHILL, INC. (f/k/a Foothill Capital Corporation), a California corporation, as the arranger and administrative agent for the Lenders (the “Agent”), and, on the other hand, ELGIN
NATIONAL INDUSTRIES, INC., a Delaware corporation (the “Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereto (such Subsidiaries, together with Parent, each a “Borrower”, and
individually and collectively, jointly and severally, the “Borrowers”) and (ii) the Waiver, Consent and Agreement, dated as of March 31, 2005 (the “Waiver and Consent”), by and among the Borrowers, the Agent and the
Lenders. Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to them in the Loan Agreement. 
  
 Pursuant to Section 2 of the Waiver and Consent, (i) the SPE Sale (as defined in the Waiver and Consent) was to have been consummated on or before April
15, 2005, and R&S Australia was to have received aggregate Net Cash Proceeds of not less than AUD$2,125,000, (ii) R&S Australia (as defined in the Waiver and Consent) was to have repaid in full all amounts owing to R&S International
under the Australia Notes (as defined in the Waiver and Consent), and (iii) the Borrowers were to have prepaid the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by R&S Australia in
connection with the SPE Sale. The Borrowers have informed the Agent that the SPE Sale will not occur on or before April 15, 2005 and have requested that the Agent grant an extension with respect to the date of such SPE Sale and the payments referred
to in clauses (i), (ii) and (iii) above. 
  
 In consideration of
such request and the Borrowers’ and R&S Australia’s diligent pursuit of the SPE Sale, the Agent and the lenders hereby agree to extend the date by which the SPE Sale is required to be consummated, and the payments referred to in
clauses (i), (ii) and (iii) of the preceding paragraph are required to be made, from April 15, 2005 to May 10, 2005. 
  









 The extension set forth herein shall be limited precisely as written and shall not be deemed to be an
amendment, waiver or modification of any other term or condition of the Loan Agreement or prejudice any right or remedy that the Agent and the Lenders may now or in the future have under or in connection with the Loan Agreement. 
  

			
	Very truly yours,
	
	WELLS FARGO FOOTHILL, INC.,
	as Agent and as Lender
		
	By:	 	 /s/    ANDREW T. FURLONG
III        


	Name:	 	Andrew T. Furlong III
	Title:	 	Vice President


  

			
	Agreed and Accepted:
	
	ABLECO FINANCE LLC,
	as Lender
		
	By:	 	 /s/    ERIC MILLER        


	Name:	 	Eric Miller
	Title:	 	Senior Vice President

  

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	Agreed and Accepted:
	
	BEST METAL FINISHING, INC.
	a Delaware corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Senior Vice President
	
	CABELL CONSTRUCTION COMPANY
	a Delaware corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Vice President
	
	CENTRIFUGAL SERVICES, INC.
	an Illinois corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Senior Vice President
	
	CLINCH RIVER CORPORATION
	a Virginia corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Senior Vice President
	
	ELGIN INTERNATIONAL, LTD.
	a Delaware corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Vice President
	
	ELGIN NATIONAL INDUSTRIES, INC.
	a Delaware corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Vice President
	
	ELGIN REAL ESTATE HOLDINGS, LTD.
	a Delaware corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Vice President

  

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	LELAND-POWELL FASTENERS, INC.
	a Tennessee corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Senior Vice President
	
	MINING CONTROLS, INC.
	a Delaware corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Senior Vice President
	
	NORRIS SCREEN AND MANUFACTURING, INC.
	a West Virginia corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Senior Vice President
	
	ROBERTS & SCHAEFER COMPANY
	a Delaware corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Senior Vice President
	
	ROBERTS & SCHAEFER INTERNATIONAL, LTD.
	a Delaware corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Senior Vice President
	
	SOROS ASSOCIATES, INC.
	a Delaware corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Vice President
	
	SOROS INTERNATIONAL, LTD.
	a Delaware corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Senior Vice President

  

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	TABOR MACHINE COMPANY
	a West Virginia corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Senior Vice President
	
	TRANSERVICE, INC.
	a Delaware corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Senior Vice President
	
	VANCO INTERNATIONAL, INC.
	a Georgia corporation
		
	By:	 	 /s/    WAYNE J. CONNER        


	Name:	 	Wayne J. Conner
	Title:	 	Vice President

  

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