**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 covenantsset forth in Section 2(m)(1) and 2(m)(3) of that certain Master SecurityAgreement dated as of December 29, 1999 (the “Master Security Agreement”),between General Electric Capital Corporation, for itself and as agent forcertain Participants (“Secured Party”) and you.  These violations are with respect to your financial reportingperiods 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 andremedies available to us as a result of such Violations.  Subject to the following terms andconditions set forth in this letter, we are willing to forbear from exercisingany rights and remedies available to us solely as a result of such Violationsthrough and including September 30, 2001.

 

1.                    Youshall pay to us a forbearance fee in the amount of $30,625.00 in good andvaluable funds by wire transferring such amount to the following account on orbefore April 19, 2001:

 

BANKER’S TRUSTONE BANKER’S TRUST PLAZANEW YORK, NY 10006ACCOUNT NAME:  GENERAL ELECTRIC CAPITALCORPORATIONACCOUNT # 50 260 660ABA # 021 001 033ATTN:  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, yourcomplete financial statements for the preceding month certified by your chieffinancial officer.  All such financialstatements shall be prepared in accordance with generally accepted accountingprinciples and shall be complete and correct and fairly present your financialcondition as of such date.

 

3.                    You shall continue to fully comply with allthe terms and conditions of that certain Tenth Amendment and ForbearanceAgreement dated April 13, 2001 (the “Harris Forbearance Agreement”),between Harris Trust and Savings Bank

 

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(“Harris”) and you.  In theevent you breach any of the terms and conditions of the Harris ForbearanceAgreement, then the forbearance set forth in this letter shall automaticallyterminate and be deemed null and void without further action and we shall bepermitted to exercise any rights and remedies available to us under the MasterSecurity Agreement, any other documents or law as if this letter had never beenexecuted.

 

4.                    Youhereby agree to immediately notify us in writing in the event you breach any ofthe terms and conditions of the Harris Forbearance Agreement or receive anyletter or other notification from Harris that you have breached, are inviolation of or are in default of the Harris Forbearance Agreement.

 

5.                    Youshall continue to perform and fulfill all of your duties and obligations underthe Master Security Agreement, the related Promissory Note(s), the relatedCollateral Schedule(s) and all other agreements, instruments and documentsexecuted in connection therewith (collectively, the “Debt Documents”).  The Debt Documents shall continue in fullforce and effect and unmodified except as expressly modified in this letter.

 

6.                    Yourfailure to fully and timely perform or fulfill any of the terms and conditionsof this letter or of any of the Debt Documents shall cause the forbearance setforth in this letter to automatically terminate and be deemed null and voidwithout further action and permit us to exercise any and all rights andremedies available to us under the Debt Documents or law.

 

7.                    Thisletter is not a waiver, nor shall it be deemed to be, a waiver of any Event ofDefault caused by the above-referenced violations or any other Event of Defaultwhether now existing or hereafter arising.

 

8.                    Timeis of the essence.

 

Please acknowledge your agreement to all the terms and conditions setforth in this letter by executing below and returning the signed copy to us nolater 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  |   |   |   |
|                                                                                           |                       |        |  |  |  |  |

 

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Acknowledged and agreed:

 

Atchison Casting Corporation

 

 
| By:    | /s/ Kevin T.  McDermed |   |   |   |
|--------|------------------------|--------|--------|--------|
| Name:  | Kevin T.  McDermed     |   |   |   |
| Title: | V.P. &  Treasurer  |   |   |   |
|        |                        |        |        |        |  |  |

 

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