November 20, 2001



Atchison Casting Corporation
400 South 4th Street
Atchison, Kansas  66002-0188
Attention:  Chief Financial Officer


Re:  Atchison  Casting  Corporation  (the  "Company")  April 3, 1998 Amended and
     Restated  Credit  Agreement  by and among  the  Company,  Harris  Trust and
     Savings Bank, as Agent and the Banks party thereto (as heretofore  amended,
     the "Credit Agreement")

Ladies and Gentlemen:

         Pursuant to the Eleventh Amendment and Forbearance Agreement dated as
of September 12, 2001 (as amended by that certain side letter dated September
20, 2001, that certain side letter dated October 12, 2001 and that certain side
letter dated November 2, 2001, the "Eleventh Amendment") the Bank Group agreed
to temporarily forbear from enforcing its rights and remedies with respect to
the Credit Agreement through November 20, 2001 (the "Standstill Expiration
Date"). The Company has requested that the Bank Group extend the Standstill
Expiration Date through November 30, 2001.

         Accordingly, effective upon the execution of this letter by the
Required Banks, the Company and each Guarantor in the spaces provided for that
purpose below (which execution may be on separate counterparts of this letter,
all of which are to constitute one and the same instrument), (i) the Standstill
Period shall be extended so that the new Standstill Expiration Date shall be
November 30, 2001, (ii) Section 11(h) of the Eleventh Amendment is amended by
deleting the date "November 20, 2001" appearing therein and inserting in its
place the date "November 30, 2001" and (iii) Section 18 of the Eleventh
Amendment is amended by deleting the date "November 25, 2001" appearing therein
and inserting in its place the date "December 5, 2001." Except as specifically
waived hereby, all of the terms and conditions of the Credit Agreement shall
remain in full force and effect and are deemed to be reaffirmed as of the date
hereof. Without limiting the generality of the foregoing, this letter does not
waive any of the other Defaults or Events of Default that now exist.

         All defined terms used herein and not defined herein shall have the
same meaning herein as in the Eleventh Amendment. This waiver shall be governed
and construed in accordance with the laws of the State of Illinois. All
capitalized terms used herein without definition shall have the same meaning
herein as such terms have in the Credit Agreement.

                                Very truly yours,

                                HARRIS TRUST AND SAVINGS BANK, in its individual
                                capacity as a Bank and as Agent


                                By: /s/ Neil Golub
                                Title:  Vice President


                               COMMERCE BANK, N.A.


                               By:  /s/ Dennis R. Block
                               Title:   Senior Vice President


                               FIRSTAR BANK N.A. (f/k/a Firstar Bank Midwest, N.A.)
                               (f/k/a Mercantile Bank)


                               By:  /s/ Craig Buckly
                               Title:   Vice President


                               KEY BANK NATIONAL ASSOCIATION


                               By: /s/ George M. Adams
                               Title:  Vice President

                               COMERICA BANK


                               By:  /s/ Andrew R. Craig
                               Title:   Vice President



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                             HIBERNIA NATIONAL BANK


                             By:
                             Title:_____________________________________________


                             NATIONAL WESTMINSTER BANK PLC

                             Nassau Branch


                             By:    /s/ Peter Ballard
                             Title: Head of Mid Corporate Team
                                    Corporate Restructuring Unit

                             New York Branch


                             By:    /s/ Peter Ballard
                             Title: Head of Mid Corporate Team
                                    Corporate Restructuring Unit


                             WELLS FARGO BANK, NATIONAL ASSOCIATION
                                 (successor by merger to Norwest
                                 Bank Minnesota, N.A.)


                             By:    /s/ Calvin R. Emerson
                             Title: Vice President

Agreed and Accepted:

ATCHISON CASTING CORPORATION


By:    /s/ Kevin T. McDermed
Title: Vice President and Treasurer




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AMITE FOUNDRY AND MACHINE, INC.
PROSPECT FOUNDRY, INC.
QUAKER ALLOY, INC.
CANADIAN STEEL FOUNDRIES, LTD.
3210863 CANADA INC.
KRAMER INTERNATIONAL, INC.
EMPIRE STEEL CASTINGS, INC.
LAGRANGE FOUNDRY INC.
THE G&C FOUNDRY COMPANY
LOS ANGELES DIE CASTING INC.
CASTCAN STEEL LTD.
CANADA ALLOY CASTINGS, LTD.
PENNSYLVANIA STEEL FOUNDRY & MACHINE COMPANY
JAHN FOUNDRY CORP.
INVERNESS CASTINGS GROUP, INC.
DU-WEL PRODUCTS, INC.
DAVIS CASTING AND ASSEMBLY, INC.
CLAREMONT FOUNDRY, INC.
LONDON PRECISION MACHINE & TOOL LTD.


By:    /s/ Kevin T. McDermed
Title: Vice President


GILMORE INDUSTRIES, INC.



By:     /s/ John R. Kujawa
Title:  President




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