**Exhibit 4.2**

 

**Amendment No. 1 to Master Security Agreementand Other Related Documents**

 

This Amendmentto Master Security Agreement and Other Related Documents is made as ofFebruary 25, 2000, by and between General Electric Capital Corporation,for itself and as agent for certain participants (“Secured Party”) and AtchisonCasting Corporation (“Debtor”).  Theparties entered into that certain Master Security Agreement dated as ofDecember 29, 1999 (the “Agreement”). Pursuant to the terms of the Agreement, the Secured Party made a Loan tothe Debtor in the original principal amount of $35,000,000.00 (the“Loan”).  The Loan is evidenced by thatcertain Promissory Note dated December 29, 1999 (“Note”) and is secured by theAgreement, Collateral Schedule No. 1 dated December 29, 1999 (the “CollateralSchedule”), that certain Mortgage, Security Agreement and Fixture Filing(“Mortgage”) dated December 28, 1999 pertaining to a parcel of realproperty located in Atchison County, Kansas, and that certain Deed of Trust,Security Agreement and Fixture Filing (“Deed of Trust”) dated December 28,1999 pertaining to a parcel of real property located in Buchanan County,Missouri.

 

The Debtoralso executed and delivered certain other documents in conjunction with thesubject Loan including a Certificate of Delivery/Installation (“Certificate”)and a Secretary’s Certificate.  (TheNote, Agreement, Mortgage, Deed of Trust, Certificate and Secretary’sCertificate are collectively referred to herein as the “Documents”.)

 

The partieshereby amend the date of execution of each of the Documents from“December 29, 1999” to “December 28, 1999”, and in those instances inwhich the date of execution of a Document is referenced in another Document,any and all such references are hereby amended to provide that the date ofexecution of such referenced Document was December 28, 1999.

 

Except asexpressly modified hereby, all terms and provisions of each of the Documentsshall remain in full force and effect.

 

IN WITNESSWHEREOF, Secured Party and Debtor have caused this addendum to be executed byduly authorized representatives as of the date first above written.

 
| **General Electric Capital Corporation,  for itself and as agent for certain  participants** |                                   | **Atchison Casting Corporation** |
|----------------------------------------------------------------------------------------------|----------------------------------------|----------------------------------|
|                                                                                         |                                   |                             |
|                                                                                         |                                   |                             |
| By:                                                                                          | /s/ Daniel  W. Cochran                 |                             |   | By: | /s/ Kevin T.  McDermed |   |
| Name:                                                                                        | Daniel W.  Cochran                     |                             |   | Name: | Kevin T.  McDeremd |   |
| Title:                                                                                       | Transaction  & Syndication Manager |                             |   | Title: | V.P. &  Treasurer |   |
|                                                                                              |                                        |                                  |  |  |  |  |  |  |  |  |  |  |

 

----