8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 29, 2006

NEENAH FOUNDRY COMPANY

(Exact name of registrant as specified in its charter)

WISCONSIN
(State or other jurisdiction of
incorporation) 333-28751
(Commission File Number) 39-1580331
(IRS Employer
Identification No.)

2121 BROOKS AVENUE
P.O. BOX 729
NEENAH, WISCONSIN 54957

(Address of Principal executive offices, including Zip Code)

(920) 725-7000
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

The information included in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Senior Secured Notes and Senior Subordinated Notes
On December 29, 2006, Neenah Foundry Company (“Neenah” or the “Company”) completed its previously announced private placement of $225 million of 9 1/2% Senior Secured Notes due 2017 (the “Senior Secured Notes”) pursuant to an Indenture dated December 29, 2006 (the “2017 Indenture”), among Neenah, the guarantors named therein, and The Bank of New York Trust Company, N.A., as trustee.

On December 29, 2006, Neenah also closed a separate private placement of $75 million of 12 1/2% Senior Subordinated Notes due 2013 (the “Senior Subordinated Notes”, and together with the Senior Secured Notes, the “Notes”) in exchange for $75 million of its $100 million of outstanding 13% Senior Subordinated Notes due 2013.

Neenah used the net proceeds from the Senior Secured Notes to repay its outstanding indebtedness under its existing credit facility, which has been replaced by a new credit facility (described below), as well as repurchase all $133.13 million of its outstanding 11% Senior Secured Notes due 2010 that were tendered in Neenah’s previously announced tender offer and consent solicitation relating to such notes, and redeem the remaining $25 million of its 13% Senior Subordinated Notes due 2013. A notice of redemption relating to the 13% Senior Subordinated Notes due 2013 was issued on December 29, 2006. The 13% Senior Subordinated Notes due 2013 will be redeemed on February 2, 2007.

The sale of the Notes was not registered under the Securities Act of 1933, as amended, or applicable state securities laws. The Notes have been sold only to institutional accredited investors, qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act. Unless registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Senior Secured Notes
The Senior Secured Notes are fully and unconditionally guaranteed by all of Neenah’s existing and certain future direct and indirect wholly-owned domestic restricted subsidiaries (the “Guarantors”). The Senior Secured Notes and the guarantees are secured by a first-priority lien on substantially all of the Company’s and the Guarantors’ assets (other than accounts receivable, inventory, casting patterns and core boxes, business interruption insurance policies, certain inter-company loans, cash and deposit accounts and related assets, subject to certain exceptions, and any proceeds of the foregoing) and by a second-priority lien, junior to a lien for the benefit of the Company’s new credit facility lenders, on the Company’s and the Guarantors’ accounts receivable, inventory, casting patterns and core boxes, business interruption insurance policies,

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certain inter-company loans, cash and deposit accounts and related assets, subject to certain exceptions, and any proceeds of the foregoing. The Senior Secured Notes and the guarantees thereof rank equally in right of payment with all of the Company’s and the Guarantors’ existing and future senior indebtedness and senior to all of the Company’s and the Guarantors’ existing and future subordinated indebtedness. The Senior Secured Notes mature on January 1, 2017. Neenah will pay interest on the Senior Secured Notes semi-annually in arrears on January 1 and July 1 of each year, starting on July 1, 2007. A copy of the 2017 Indenture, including the form of note, is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Senior Subordinated Notes
The Senior Subordinated Notes were issued pursuant to an exchange agreement dated December 29, 2006 (the “Exchange Agreement), among Neenah, the guarantors named therein, and Tontine Capital Partners, L.P. (“Tontine”), the controlling shareholder of ACP Holding Company, which is Neenah’s ultimate parent company. Pursuant to the Exchange Agreement, the $75 million of Senior Subordinated Notes were issued to Tontine in exchange for an equal principal amount of the Company’s outstanding 13% Senior Subordinated Notes due 2013 held by Tontine. The Senior Subordinated Notes are fully and unconditionally guaranteed by the Guarantors. The Senior Subordinated Notes mature on September 30, 2013. Neenah will pay interest on the Senior Subordinated Notes semi-annually in arrears on January 1 and July 1 of each year, starting on July 1, 2007. A copy of the Exchange Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. A copy of the Senior Subordinated Note issued to Tontine, including the form of indenture attached to the note (the “2013 Indenture” and together with the 2017 Indenture, the “Indentures”), is filed as Exhibit 4.2 hereto and is incorporated herein by reference.

Indentures and Notes
The Indentures and the Notes set forth certain usual and customary terms and conditions for the Notes. Additionally, the Indentures and the Notes set forth certain restrictive covenants applicable to the Company and its restricted subsidiaries, including certain limitations with respect to: the incurrence of indebtedness; dividends and other restricted payments; creation or incurrence of certain liens; sale and leaseback transactions; sales of assets and subsidiary stock; and merger or consolidation transactions. These covenants are subject to a number of important limitations and exceptions, as set forth in the Indentures.

Registration Rights Agreements
On December 29, 2006, Neenah and the Guarantors entered into a registration rights agreement (the “Senior Secured Notes Registration Rights Agreement”) relating to the Senior Secured Notes with the initial purchaser, Credit Suisse Securities (USA) LLC. Under the Senior Secured Notes Registration Rights Agreement, Neenah and the Guarantors are required to file an exchange offer registration statement with the SEC within 90 days after the issue date of the Senior Secured Notes and to use their respective best efforts to have the exchange offer registration statement declared effective by the SEC within 210 days after the issue date. Neenah and the Guarantors also agreed to file a shelf registration statement to cover resales of the Senior Secured Notes under certain circumstances. If Neenah and the Guarantors are obligated to file a shelf registration statement, they have agreed to file the shelf registration statement with the SEC within 90 days after such filing obligation arises and to use their best efforts to cause the shelf

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registration statement to be declared effective by the SEC within 210 days after such obligation arises. If Neenah fails to meet these targets, it will be required to pay additional interest on the Senior Secured Notes.

On December 29, 2006, Neenah and the Guarantors also entered into a registration rights agreement (the “Senior Subordinated Notes Registration Rights Agreement”) with Tontine relating to the Senior Subordinated Notes. Under the Senior Subordinated Notes Registration Rights Agreement, Neenah and the Guarantors are required to file an exchange offer registration statement with the SEC within 90 days after it receives a written demand (the “Demand Date”) from Tontine or the holders of a majority of the Senior Subordinated Notes and to use their respective best efforts to have the exchange offer registration statement declared effective by the SEC within 210 days after the Demand Date. Neenah and the Guarantors also agreed to file a shelf registration statement to cover resales of the Senior Subordinated Notes under certain circumstances. If Neenah and the Guarantors are obligated to file a shelf registration statement, they have agreed to file the shelf registration statement with the SEC within 90 days after such filing obligation arises and to use their best efforts to cause the shelf registration statement to be declared effective by the SEC within 210 days after such obligation arises. If Neenah fails to meet these targets, it will be required to pay additional interest on the Senior Subordinated Notes

Copies of the Senior Secured Notes Registration Rights Agreement and the Senior Subordinated Notes Registration Rights Agreement are filed as Exhibit 4.3 and Exhibit 4.4 hereto, respectively, and incorporated herein by reference.

Supplemental Indenture and Other Matters Relating to the 11% Senior Notes
In connection with the tender offer and consent solicitation for the 11% Senior Secured Notes due 2010 (the “11% Notes”) discussed above, Neenah received tenders and consents for $133.13 million in aggregate principal amount of the 11% Notes, representing 100% of the outstanding 11% Notes. On December 29, 2006, Neenah accepted the 11% Notes for purchase and executed a supplemental indenture, dated as of December 29, 2006 (the “Supplemental Indenture”), to the Indenture dated as of October 8, 2003, for the 11% Senior Secured Notes due 2010, among Neenah, the guarantors named therein, and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as trustee. Neenah also executed amendments to certain of the related collateral documents. The Supplemental Indenture and the amendments to the related documents eliminate substantially all of the covenants and certain events of default in the indenture related to the 11% Notes and amend the indenture and certain related documents to subordinate the liens securing the 11% Notes to liens securing certain new debt in addition to the liens to which the liens securing the 11% Notes are already subordinated. A copy of the Supplemental Indenture is filed as Exhibit 4.5 hereto and is incorporated herein by reference. Copies of the amendments to the related collateral documents are filed as Exhibits 10.8, 10.9, 10.10, 10.11 and 10.12 hereto and are incorporated herein by reference.

Security Documents
On December 29, 2006, Neenah and its subsidiaries became party to an intercreditor agreement (the “Intercreditor Agreement”) with The Bank of New York Trust Company, N.A., as trustee under the 2017 Indenture, and Bank of America, N.A., as agent under the Company’s new credit facility, relating to the relative priorities of their respective security interests in Neenah’s assets

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securing the Senior Secured Notes and borrowings under Neenah’s new credit facility and certain other matters relating to the administration of security interests. A copy of the Intercreditor Agreement is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

On December 29, 2006, Neenah and certain of its subsidiaries also entered into the following additional agreements granting security interests in certain of the assets securing the Senior Secured Notes and the Guarantees:

• Security Agreement, dated as of December 29, 2006, by and among Neenah, its subsidiaries party thereto, and the various lenders party thereto in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein;

• Pledge Agreement, dated as of December 29, 2006, by and among Neenah and its subsidiaries party thereto in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein;

• Copyright, Patent, Trademark and License Mortgage, dated as of December 29, 2006, by Neenah in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein;

• Copyright, Patent, Trademark and License Mortgage, dated as of December 29, 2006, by Advanced Cast Products, Inc. in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein; and

• Copyright, Patent, Trademark and License Mortgage, dated as of December 29, 2006, by Peerless Corporation in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein.

Copies of the above listed documents are filed as Exhibits 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, and are incorporated herein be reference.

New Credit Facility
On December 29, 2006, Neenah and certain of its subsidiaries entered into an Amended and Restated Loan and Security Agreement (the “New Credit Facility”) with Bank of America, N.A., as a lender and agent, Credit Suisse Securities (USA) LLC, as Syndication Agent for the lenders, Banc of America Securities LLC and Credit Suisse Securities (USA) LLC, as Co-Lead Arrangers and Book Managers, and Credit Suisse Cayman Islands Branch, as a lender. The New Credit Facility provides financing of up to $100.0 million and includes a provision permitting the Company to increase the amount of the New Credit Facility by up to $10.0 million under specified conditions. The New Credit Facility has a maturity of five years and includes borrowing capacity available for letters of credit (subject to a sublimit of $20.0 million) and for borrowings from the agent on same-day notice, referred to as swingline loans. Advances under the New Credit Facility generally will be limited to the sum of (a) 85% of eligible accounts receivable plus (b) 50% of eligible extended municipal accounts receivable outstanding plus 25% of eligible extra extended municipal accounts receivable outstanding (but not more than $3 million collectively) plus (c) 75% of the value of eligible inventory (but not more than 85% of the appraised net orderly liquidation value of acceptable inventory, if valued between April 1 and December 31 of any year, and not more than 95% of the appraised net orderly liquidation value of acceptable inventory if valued between January 1 and March 31 of

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any year) plus (d) 85% of the appraised orderly liquidation value of acceptable casting patterns and core boxes (but not more than $5 million).

The New Credit Facility is unconditionally guaranteed by the Company’s parent entity, NFC Castings, Inc., a Delaware corporation, and by each of the Company’s existing and future direct and indirect domestic subsidiaries. The obligations under the New Credit Facility, and the guarantees of those obligations (as well as any cash management and hedging or other swap agreements), are secured by a first priority lien on substantially all of the Company’s and the guarantors’ accounts receivable, inventory, casting patterns and core boxes, business interruption insurance policies, inter-company loans (to the extent funded from proceeds of loans under the New Credit Facility), cash and deposit accounts (other than proceeds of primary collateral) and related assets, and proceeds of the foregoing, and by a lien that is subordinate to the lien of the Senior Secured Notes on substantially all of Company’s and the guarantors’ other assets.

A copy of the New Credit Facility is filed as Exhibit 10.13 hereto and is incorporated herein by reference.

* * * * *

The foregoing summaries of the Indentures, the Notes, the New Credit Facility and the other documents discussed above are qualified in their entirety by reference to the text of such documents, which are filed as exhibits to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
4.1	Indenture by and among Neenah Foundry Company, the guarantors named therein, and The Bank of New York Trust Company, N.A., as Trustee, dated as of December 29, 2006, for the 91/2% Senior Secured Notes due 2017
4.2	121/2% Senior Subordinated Note due 2013 issued by Neenah Foundry Company to Tontine Capital Partners, L.P., including the form of indenture relating to the 121/2% Senior Subordinated Notes due 2013
4.3	Registration Rights Agreement with respect to 91/2% Senior Secured Notes due 2017, by and among Neenah Foundry Company, the guarantors named therein, and Credit Suisse Securities (USA) LLC, dated December 29, 2006
4.4	Registration Rights Agreement with respect to 121/2% Senior Subordinated Note due 2013, by and among Neenah Foundry Company, the guarantors named therein, and Tontine Capital Partners, L.P., dated December 29, 2006

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Exhibit No.	Description
4.5	Supplemental Indenture, dated as of December 29, 2006, to the Indenture dated as of October 8, 2003, for the 11% Senior Secured Notes due 2010, among Neenah Foundry Company, the guarantors named therein, and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee
10.1	Exchange Agreement by and among Neenah Foundry Company, the guarantors named therein, and Tontine Capital Partners, L.P., dated December 29, 2006, relating to the exchange by Tontine of $75 million of Neenah Foundry Company’s 13% Senior Subordinated Notes due 2013 for the 121/2% Senior Subordinated Notes due 2013
10.2	Intercreditor Agreement, dated as of December 29, 2006, by and among Neenah Foundry Company, the guarantors named therein, Bank of America, N.A., as agent, and The Bank of New York Trust Company, N.A., as Trustee and collateral agent
10.3	Security Agreement, dated as of December 29, 2006, by and among Neenah Foundry Company, its subsidiaries party thereto, and the various lenders party thereto in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein
10.4	Pledge Agreement, dated as of December 29, 2006, by and among Neenah Foundry Company, and its subsidiaries party thereto in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein
10.5	Copyright, Patent, Trademark and License Mortgage, dated as of December 29, 2006, by Neenah Foundry Company in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein
10.6	Copyright, Patent, Trademark and License Mortgage, dated as of December 29, 2006, by Advanced Cast Products, Inc. in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein
10.7	Copyright, Patent, Trademark and License Mortgage, dated as of December 29, 2006, by Peerless Corporation in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein
10.8	Amendment, dated as of December 29, 2006, to the Lien Subordination Agreement, dated as of October 8, 2003, among the companies named therein, Bank of America, N.A. (as successor to Fleet Capital Corporation), as Agent for the Senior Lenders referred to therein and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein
10.9	Amendment, dated as of December 29, 2006, to the Subordinated Pledge Agreement made and entered into as of October 8, 2003 by Neenah Foundry Company in favor of The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein

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Exhibit No.	Description
10.10	Amendment, dated as of December 29, 2006, to the Subordinated Pledge Agreement made and entered into as of October 8, 2003 by Advanced Cast Products, Inc. in favor of The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein
10.11	Amendment, dated as of December 29, 2006, to the Subordinated Pledge Agreement made and entered into as of October 8, 2003 by Dalton Corporation in favor of The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein
10.12	Amendment, dated as of December 29, 2006, to the Subordinated Pledge Agreement made and entered into as of October 8, 2003 by Mercer Forge Corporation in favor of The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein
10.13	Amended and Restated Loan and Security Agreement, dated as of December 29, 2006, by and among Neenah Foundry Company, its subsidiaries party thereto, the various lenders party thereto and Bank of America, N.A., as agent

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEENAH FOUNDRY COMPANY
Date: January 8, 2007	/s/ Gary W. LaChey
	Name:	Gary W. LaChey
	Title:	Corporate Vice President - Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Indenture by and among Neenah Foundry Company, the guarantors named therein, and The Bank of New York Trust Company, N.A., as Trustee, dated as of December 29, 2006, for the 91/2% Senior Secured Notes due 2017
4.2	121/2% Senior Subordinated Note due 2013 issued by Neenah Foundry Company to Tontine Capital Partners, L.P., including the form of indenture relating to the 121/2% Senior Subordinated Notes due 2013
4.3	Registration Rights Agreement with respect to 91/2% Senior Secured Notes due 2017, by and among Neenah Foundry Company, the guarantors named therein, and Credit Suisse Securities (USA) LLC, dated December 29, 2006
4.4	Registration Rights Agreement with respect to 121/2% Senior Subordinated Note due 2013, by and among Neenah Foundry Company, the guarantors named therein, and Tontine Capital Partners, L.P., dated December 29, 2006
4.5	Supplemental Indenture, dated as of December 29, 2006, to the Indenture dated as of October 8, 2003, for the 11% Senior Secured Notes due 2010, among Neenah Foundry Company, the guarantors named therein, and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee
10.1	Exchange Agreement by and among Neenah Foundry Company, the guarantors named therein, and Tontine Capital Partners, L.P., dated December 29, 2006, relating to the exchange by Tontine of $75 million of Neenah Foundry Company’s 13% Senior Subordinated Notes due 2013 for the 121/2% Senior Subordinated Notes due 2013
10.2	Intercreditor Agreement, dated as of December 29, 2006, by and among Neenah Foundry Company, the guarantors named therein, Bank of America, N.A., as agent, and The Bank of New York Trust Company, N.A., as Trustee and collateral agent
10.3	Security Agreement, dated as of December 29, 2006, by and among Neenah Foundry Company, its subsidiaries party thereto, and the various lenders party thereto in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein
10.4	Pledge Agreement, dated as of December 29, 2006, by and among Neenah Foundry Company, and its subsidiaries party thereto in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein

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Exhibit No.	Description
10.5	Copyright, Patent, Trademark and License Mortgage, dated as of December 29, 2006, by Neenah Foundry Company in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein
10.6	Copyright, Patent, Trademark and License Mortgage, dated as of December 29, 2006, by Advanced Cast Products, Inc. in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein
10.7	Copyright, Patent, Trademark and License Mortgage, dated as of December 29, 2006, by Peerless Corporation in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties referred to therein
10.8	Amendment, dated as of December 29, 2006, to the Lien Subordination Agreement, dated as of October 8, 2003, among the companies named therein, Bank of America, N.A. (as successor to Fleet Capital Corporation), as Agent for the Senior Lenders referred to therein and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein
10.9	Amendment, dated as of December 29, 2006, to the Subordinated Pledge Agreement made and entered into as of October 8, 2003 by Neenah Foundry Company in favor of The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein
10.10	Amendment, dated as of December 29, 2006, to the Subordinated Pledge Agreement made and entered into as of October 8, 2003 by Advanced Cast Products, Inc. in favor of The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein
10.11	Amendment, dated as of December 29, 2006, to the Subordinated Pledge Agreement made and entered into as of October 8, 2003 by Dalton Corporation in favor of The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein
10.12	Amendment, dated as of December 29, 2006, to the Subordinated Pledge Agreement made and entered into as of October 8, 2003 by Mercer Forge Corporation in favor of The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein
10.13	Amended and Restated Loan and Security Agreement, dated as of December 29, 2006, by and among Neenah Foundry Company, its subsidiaries party thereto, the various lenders party thereto and Bank of America, N.A., as agent

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EX-4.1

Exhibit 4.1

EXECUTION COPY

NEENAH FOUNDRY COMPANY
as Issuer

the Guarantors party hereto

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Trustee

Indenture

Dated as of December 29, 2006

9 ¹/₂% Senior Secured Notes due 2017

CROSS-REFERENCE TABLE

TIA Sections	Indenture Sections
§310 (a)		7.10
(b)		7.08
§ 311		7.03
§ 312		12.02
§ 313		7.06
§ 314 (a)		4.17, 4.18
(c)		12.04
(e)		12.05
§ 314 (d)		11.01
§ 315 (a)		7.01, 7.02
(b)		7.02, 7.05
(c)		7.01
(d)		7.02
(e)		6.12, 7.02
§ 316 (a)		2.05, 6.02, 6.04, 6.05
(b)		6.06, 6.07
(c)		12.02
§ 317 (a) (1)		6.08
(a) (2)		6.09
(b)		2.03
§ 318		12.01

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RECITALS

ARTICLE 1
Definitions and Incorporation by Reference
Section 1.01. Definitions	2
Section 1.02. Rules of Construction	30
Section 1.03. Acts Of Holders	30
ARTICLE 2
The Notes
Section 2.01. Form, Dating and Denominations; Legends	31
Section 2.02. Execution and Authentication; Exchange Notes; Additional Notes	33
Section 2.03. Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust	34
Section 2.04. Replacement Notes	34
Section 2.05. Outstanding Notes	35
Section 2.06. Temporary Notes	35
Section 2.07. Cancellation	36
Section 2.08. CUSIP and CINS Numbers	36
Section 2.09. Registration, Transfer and Exchange	36
Section 2.10. Restrictions on Transfer and Exchange	40
ARTICLE 3
Redemption; Offer to Purchase
Section 3.01. Optional Redemption	42
Section 3.02. Redemption with Proceeds of Public Equity Offering	42
Section 3.03. Method and Effect of Redemption	42
Section 3.04. Offer to Purchase	44
ARTICLE 4
Covenants
Section 4.01. Payment of Notes	46
Section 4.02. Maintenance of Office or Agency	47
Section 4.03. Existence	47
Section 4.04. Payment of Taxes and other Claims	48
Section 4.05. Maintenance of Properties and Insurance	48
Section 4.06. Limitation on Debt and Disqualified or Preferred Stock	48
Section 4.07. Limitation on Restricted Payments	51

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Section 4.08. Limitation on Liens	56
Section 4.09. Limitation on Sale and Leaseback Transactions	56
Section 4.10. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	56
Section 4.11. Guaranties by Restricted Subsidiaries	58
Section 4.12. Repurchase of Notes Upon a Change of Control	58
Section 4.13. Limitation on Asset Sales	59
Section 4.14. Limitation on Transactions with Affiliates	60
Section 4.15. Line of Business	62
Section 4.16. Designation of Restricted and Unrestricted Subsidiaries	62
Section 4.17. Financial Reports	64
Section 4.18. Reports To Trustee	65
Section 4.19. Impairment Of Security Interest; Further Assurances; Collateral Inspections and Reports; Costs and Indemnification	66
ARTICLE 5
Consolidation, Merger or Sale of Assets
Section 5.01. Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets	67
Section 5.02. Consolidation, Merger or Sale of Assets by a Guarantor	69
ARTICLE 6
Default and Remedies
Section 6.01. Events of Default	69
Section 6.02. Acceleration	71
Section 6.03. Other Remedies	72
Section 6.04. Waiver of Past Defaults	72
Section 6.05. Control by Majority	72
Section 6.06. Limitation on Suits	72
Section 6.07. Rights of Holders to Receive Payment	73
Section 6.08. Collection Suit by Trustee	73
Section 6.09. Trustee May File Proofs of Claim	73
Section 6.10. Priorities	74
Section 6.11. Restoration of Rights and Remedies	74
Section 6.12. Undertaking for Costs	74
Section 6.13. Rights and Remedies Cumulative	75
Section 6.14. Delay or Omission Not Waiver	75
Section 6.15. Waiver of Stay, Extension or Usury Laws	75

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ARTICLE 7
The Trustee
Section 7.01. General	75
Section 7.02. Certain Rights of Trustee	76
Section 7.03. Individual Rights of Trustee	77
Section 7.04. Trustee’s Disclaimer	78
Section 7.05. Notice of Default	78
Section 7.06. Reports by Trustee to Holders	78
Section 7.07. Compensation And Indemnity	78
Section 7.08. Replacement of Trustee	79
Section 7.09. Successor Trustee by Merger	80
Section 7.10. Eligibility	80
Section 7.11. Money Held in Trust	80
Section 7.12. Collateral Agent	80
ARTICLE 8
Defeasance and Discharge
Section 8.01. Discharge of Company’s Obligations	81
Section 8.02. Legal Defeasance	82
Section 8.03. Covenant Defeasance	84
Section 8.04. Application of Trust Money	84
Section 8.05. Repayment to Company	84
Section 8.06. Reinstatement	85
ARTICLE 9
Amendments, Supplements and Waivers
Section 9.01. Amendments Without Consent of Holders	85
Section 9.02. Amendments With Consent of Holders	86
Section 9.03. Effect of Consent	87
Section 9.04. Trustee’s Rights and Obligations	88
Section 9.05. Conformity With Trust Indenture Act	88
Section 9.06. Payments for Consents	88
ARTICLE 10
Guaranties
Section 10.01. The Guaranties	88
Section 10.02. Guaranty Unconditional	89
Section 10.03. Discharge; Reinstatement	89
Section 10.04. Waiver by the Guarantors	90
Section 10.05. Subrogation and Contribution	90

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Section 10.06. Stay of Acceleration	90
Section 10.07. Limitation on Amount of Guaranty	90
Section 10.08. Execution and Delivery of Guaranty	90
Section 10.09. Release of Guaranty	91
ARTICLE 11
Security Arrangements
Section 11.01. Security	91
Section 11.02. Cash Collateral Account	93
Section 11.03. Authorization of Actions to be Taken	94
Section 11.04. Determinations Relating to Collateral	94
Section 11.05. Release of Liens	95
Section 11.06. Agreement for the Benefit of Holders of First Priority Liens	96
Section 11.07. Notes And Note Guaranties Not Subordinated	97
ARTICLE 12
Miscellaneous
Section 12.01. Trust Indenture Act of 1939	97
Section 12.02. Noteholder Communications; Noteholder Actions	97
Section 12.03. Notices	98
Section 12.04. Certificate and Opinion as to Conditions Precedent	99
Section 12.05. Statements Required in Certificate or Opinion	99
Section 12.06. Payment Date Other Than a Business Day	100
Section 12.07. Governing Law	100
Section 12.08. No Adverse Interpretation of Other Agreements	100
Section 12.09. Successors	100
Section 12.10. Duplicate Originals	100
Section 12.11. Separability	100
Section 12.12. Table of Contents and Headings	100
Section 12.13. No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders	101
Section 12.14. Waiver of Jury Trial	101
Section 12.15. Force Majeure	101

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EXHIBITS
EXHIBIT A	Form of Note
EXHIBIT B	Form of Supplemental Indenture
EXHIBIT C	Restricted Legend
EXHIBIT D	DTC Legend
EXHIBIT E	Regulation S Certificate
EXHIBIT F	Rule 144A Certificate
EXHIBIT G	Institutional Accredited Investor Certificate

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     INDENTURE, dated as of December 29, 2006, between NEENAH FOUNDRY COMPANY, a Wisconsin corporation (the “Company”), the Guarantors party hereto and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).

RECITALS

     The Company has duly authorized the execution and delivery of the Indenture to provide for the issuance of up to $225,000,000 aggregate principal amount of the Company’s 9¹/₂% Senior Secured Notes due 2017, and, if and when issued, any Additional Notes, together with any Exchange Notes issued therefor as provided herein (the “Notes”). All things necessary to make the Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes (in the case of the Additional Notes, when duly authorized), when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid and legally binding obligations of the Company as hereinafter provided.

     In addition, the Guarantors party hereto have duly authorized the execution and delivery of the Indenture as guarantors of the Notes. All things necessary to make the Indenture a valid agreement of each Guarantor, in accordance with its terms, have been done, and each Guarantor has done all things necessary to make the Note Guaranties, when the Notes are executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid and legally binding obligations of such Guarantor as hereinafter provided.

     This Indenture is subject to, and will be governed by, the provisions of the Trust Indenture Act that are required to be a part of and govern indentures qualified under the Trust Indenture Act.

THIS INDENTURE WITNESSETH

     For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE 1
Definitions and Incorporation by Reference

     Section 1.01 . Definitions.

     “ACP Holding” means ACP Holding Company, a Delaware corporation.

     “Acquired Debt” means Debt of a Person existing at the time the Person merges with or into or becomes a Restricted Subsidiary and not Incurred in connection with, or in contemplation of, the Person merging with or into or becoming a Restricted Subsidiary.

     “Act” has the meaning assigned to such term in Section 1.03.

     Additional Interest” means additional interest owed to the Holders pursuant to a Registration Rights Agreement.

     “Additional Notes” means any notes issued under the Indenture in addition to the Original Notes, including any Exchange Notes issued in exchange for such Additional Notes, having the same terms in all respects as the Original Notes except that interest will accrue on the Additional Notes from their date of issuance. Any Additional Notes issued under the Indenture, together with the Original Notes, will vote together as one series on all matters with respect to such Notes.

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Agent” means any Registrar, Paying Agent, Collateral Agent or Authenticating Agent.

     “Agent Member” means a member of, or a participant in, the Depositary.

     “Asset Sale” means any sale, lease, transfer or other disposition (including a Sale and Leaseback Transaction) of any assets by the Company or any Restricted Subsidiary, including by means of a merger, consolidation or similar transaction and including any sale or issuance of the Equity Interests of any Restricted Subsidiary (each of the above referred to as a “disposition”), provided that the following are not included in the definition of “Asset Sale”:

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     (1) a disposition to the Company or a Restricted Subsidiary, including the sale or issuance by the Company or any Restricted Subsidiary of any Equity Interests of any Restricted Subsidiary to the Company or any Restricted Subsidiary (or, in the case of any Collateral, only to the Company or a Guarantor, and provided that such Collateral shall continue to comprise Collateral subject to the Security Documents on terms substantially no less favorable to the holders of the Notes than those in existence immediately prior to such transfer);

     (2) the disposition by the Company or any Restricted Subsidiary in the ordinary course of business of (i) cash and cash management investments, (ii) inventory and other assets acquired and held for resale in the ordinary course of business, (iii) damaged, worn out or obsolete assets, or (iv) rights granted to others pursuant to leases or licenses;

     (3) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

     (4) a transaction covered by Section 5.01;

     (5) a Restricted Payment permitted under Section 4.07 or a Permitted Investment;

     (6) the grant in the ordinary course of business of any license of patents, trademarks, registrations therefor and other similar intellectual property;

     (7) the issuance of Disqualified or Preferred Stock pursuant to Section 4.06;

     (8) the granting of a Lien, other than in connection with a Sale and Leaseback Transaction, if the Lien is granted in compliance with Section 4.08; and

     (9) dispositions of assets in one transaction or a series of related transactions with an aggregate fair market value of less than $2.5 million.

     “Attributable Debt” means, in respect of a Sale and Leaseback Transaction the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.

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     “Authenticating Agent” refers to a Person engaged to authenticate the Notes in the stead of the Trustee.

     “Average Life” means, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment of such Debt and (y) the amount of such principal payment by (ii) the sum of all such principal payments.

     “Bank Obligations” means (i) all Obligations under the Credit Agreement and (ii) the Cash Management Obligations and all Obligations under the Hedging Agreements, in each case (a) owed to the agents and the lenders under the Credit Agreement and their affiliates and (b) but excluding any such obligations that are not permitted under the Indenture to be secured with Liens on the Collateral.

     “bankruptcy default” has the meaning assigned to such term in Section 6.01.

     “Board of Directors” means:

     (1) with respect to a corporation, the board of directors of the corporation;

     (2) with respect to a partnership, the board of directors of the general partner of the partnership; and

     (3) with respect to any other Person, the board or committee of such Person serving a similar function. Unless the context otherwise provides, “Board of Directors” refers to the Board of Directors of the Company.

     “Board Resolution” means a resolution duly adopted by the Board of Directors which is certified by the Secretary or an Assistant Secretary of the Company and remains in full force and effect as of the date of its certification.

     “Borrowing Base Amount” means, as to the Company and its Restricted Subsidiaries, the sum of (x) 75% of the value of Inventory plus (y) 85% of the value of Receivables plus (z) 70% of the value of Patterns, in each case as reflected in the most recent quarterly consolidated financial statements delivered pursuant to Section 4.17 (as determined on a pro forma basis after giving effect to any Asset Sale or acquisition of any business or assets or the designation of a Restricted Subsidiary as an Unrestricted Subsidiary occurring after the date of such quarterly consolidated financial statements).

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     “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City or in the city where the Corporate Trust Office of the Trustee is located are authorized by law to close.

     “Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

     “Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

     “Cash Collateral Account” means the account established under a security agreement, dated the Issue Date, among the Company, the Trustee, and the Guarantors party thereto, to hold proceeds of Primary Collateral, which account is secured by a first priority lien for the benefit of the Noteholders.

     “Cash Equivalents” means

     (1) United States dollars, or money in other currencies received in the ordinary course of business,

     (2) U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations with maturities not exceeding one year from the date of acquisition,

     (3) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof having capital, surplus and undivided profits in excess of $500 million whose short-term debt is rated “A-2” or higher by S&P or “P-2” or higher by Moody’s,

     (4) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above,

     (5) commercial paper rated at least P-1 by Moody’s or A-1 by S&P and maturing within six months after the date of acquisition, and

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     (6) money market funds at least 95% of the assets of which consist of investments of the type described in clauses (1) through (5) above.

     “Cash Management Obligations” means, with respect to any Person, all obligations, whether now owing or hereafter arising, of such Person in respect of overdrafts and related liabilities or arising from cash management services (including treasury, depositary, overdraft, credit or debit card, electronic funds transfer, netting, automatic clearing house transfers of funds or any similar transactions).

     “Casualty Event” means any damage to, or destruction of, any real or personal property or improvements that constitute Collateral.

     “Casualty Proceeds” means (i) with respect to any Condemnation Event, all awards or payments received by the Company or any Guarantor by reason of such Condemnation Event, including all amounts received with respect to any transfer in lieu or anticipation of such Condemnation Event or in settlement of any proceeding relating to such Condemnation Event, and (ii) with respect to any Casualty Event, all insurance proceeds or payments with respect to Collateral which the Company or any Guarantor receives under any insurance policy by reason of such Casualty Event, plus the amounts of any deductibles under insurance policies with respect to Collateral and, if the Company or any Guarantor fails to maintain any insurance policy with respect to Collateral, the amounts which would have been available thereunder with respect to such Casualty Event had the Company or such Guarantor maintained an insurance policy.

     “Certificated Note” means a Note in registered individual form without interest coupons.

     “Change of Control” means:

     (1) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the merger of any Person with or into a Subsidiary of the Company, if Capital Stock of the Company is issued in connection therewith, or the sale of all or substantially all the assets of the Company to another Person, (in each case, unless such other Person is a Permitted Holder) unless holders of a majority of the aggregate voting power of the Voting Stock of the Company, as relevant, immediately prior to such transaction, hold securities of the surviving or transferee Person that represent, immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving Person;

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     (2) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the “beneficial owner” (as such term is used in Rules 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Company;

     (3) individuals who on the Issue Date constituted the Board of Directors of the Company, together with any new directors whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a majority of the directors then still in office who were either directors or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors of the Company then in office;

     (4) ACP Holding ceases to beneficially own, directly or indirectly, 100% of the Capital Stock of the Company; provided that if ACP Holding ceases to beneficially own, directly or indirectly, 100% of the Capital Stock of the Company in connection with any merger of the Company with or into ACP Holding, such transaction shall not constitute a Change of Control if holders of all of the aggregate voting power of the Voting Stock of ACP Holding immediately prior to such transaction, hold securities of the surviving Person that represent, immediately after such transaction, all of the aggregate voting power of the Voting Stock of the surviving Person; or

     (5) the adoption of a plan relating to the liquidation or dissolution of the Company.

     “Code” means the Internal Revenue Code of 1986.

     “Collateral” means the Primary Collateral and the Secondary Collateral.

     “Collateral Agent” means the Trustee in its capacity as the Collateral Agent or any collateral agent appointed by the Trustee pursuant to the Indenture and the Security Documents.

     “Collateral Requirement” means the requirement that:

     (1) all documents and instruments, including Uniform Commercial Code financing statements and mortgages, required by law to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect or record such Liens as valid Liens with priority set forth in the Security Documents free of any other Liens

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except for Permitted Liens, shall have been filed, registered or recorded; and

     (2) the Collateral Agent shall have received, with respect to each property subject to a mortgage, counterparts of a mortgage duly executed and delivered by the record owner of such mortgaged property, a lender’s title insurance policy insuring the lien of each mortgage, an existing survey of the mortgaged property and the Opinions of Counsel required pursuant to Section 4.18(d).

     “Commission” means the Securities and Exchange Commission.

     “Common Stock” means Capital Stock not entitled to any preference on dividends or distributions, upon liquidation or otherwise.

     “Company” means the party named as such in the first paragraph of the Indenture or any successor obligor under the Indenture and the Notes pursuant to Section 5.01.

     “Condemnation Event” means any condemnation or other taking or temporary or permanent requisition of any Collateral, any interest therein or right appurtenant thereto, or any change of grade affecting any Collateral, as the result of the exercise of any right of condemnation or eminent domain. A transfer to a governmental authority in lieu or anticipation of condemnation shall be deemed to be a Condemnation Event.

     “Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period determined on a consolidated basis in conformity with GAAP, provided that the following (without duplication) will be excluded in computing Consolidated Net Income:

     (1) the net income (but not loss) of any Person that is not a Restricted Subsidiary, except to the extent of the lesser of

     (x) the dividends or other distributions actually paid in cash to the Company or any of its Restricted Subsidiaries (subject to clause (3) below) by such Person during such period, and

     (y) the Company’s pro rata share of such Person’s net income earned during such period;

     (2) any net income (or loss) of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition;

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     (3) the net income (but not loss) of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income would not have been permitted for the relevant period by charter or by any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary;

     (4) any net after-tax gains or losses attributable to Asset Sales;

     (5) any net after-tax extraordinary gains or losses;

     (6) all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Debt and any net gain (loss) from any write-off or forgiveness of Debt; and

     (7) the cumulative effect of a change in accounting principles.

     “Consolidated Secured Debt Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt of the Company and its Restricted Subsidiaries on the date of determination that constitutes Secured Debt to (b) the aggregate amount of EBITDA for the then most recent four fiscal quarters for which internal financial statements of the Company and its Restricted Subsidiaries are available in each case with such pro forma adjustments to Consolidated Total Debt and EBITDA as are consistent with the pro forma adjustment provisions set forth in Section 1.01 under the definition of Fixed Charge Coverage Ratio.

     “Consolidated Total Debt” means, as of any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Debt of the Company and its Restricted Subsidiaries (excluding any undrawn letters of credit issued in the ordinary course of business) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and its Restricted Subsidiaries and all Preferred Stock of Restricted Subsidiaries of Company, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences, in each case determined on a consolidated basis in accordance with GAAP.

     “Corporate Trust Office” means an office of the Trustee at which the corporate trust business of the Trustee is administered, which at the date of the Indenture is located at 2 North LaSalle Street, Suite 1020, Chicago, IL 60602 Attention: Corporate Trust Administration.

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     “Credit Agreement” means the amended and restated loan and security agreement dated on or about the Issue Date among the Company, the other Borrowers party thereto, the lenders party thereto and Bank of America, N.A., as agent, together with any related documents (including any security documents and guarantee agreements), as such agreement may be amended, modified, supplemented, extended, renewed, refinanced or replaced or substituted from time to time.

     “Debt” means, with respect to any Person, without duplication,

     (1) all indebtedness of such Person for borrowed money;

     (2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

     (3) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments, excluding obligations in respect of trade letters of credit or bankers’ acceptances issued in respect of trade payables to the extent not drawn upon or presented, or, if drawn upon or presented, the resulting obligation of the Person is paid within 10 Business Days;

     (4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services which are recorded as liabilities under GAAP, excluding trade payables arising in the ordinary course of business;

     (5) all obligations of such Person as lessee under Capital Leases;

     (6) all Debt of other Persons Guaranteed by such Person to the extent so Guaranteed;

     (7) all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; and

     (8) all obligations of such Person under Hedging Agreements.

The amount of Debt of any Person will be deemed to be:

     (A) with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

     (B) with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such

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Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt;

     (C) with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

     (D) with respect to any Hedging Agreement, the net amount payable if such Hedging Agreement terminated at that time due to default by such Person; and

     (E) otherwise, the outstanding principal amount thereof.

     “Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

     “Depositary” means the depositary of each Global Note, which will initially be DTC.

     “Disqualified Equity Interests” means Equity Interests that by their terms or upon the happening of any event are

     (1) required to be redeemed or redeemable at the option of the holder prior to the Stated Maturity of the Notes for consideration other than Qualified Equity Interests, or

     (2) convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt;

provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon an “asset sale” or “change of control” occurring prior to the Stated Maturity of the Notes if those provisions

     (A) are no more favorable to the holders than Sections 4.12 and 4.13, and

     (B) specifically state that repurchase or redemption pursuant thereto will not be required prior to the Company’s repurchase of the Notes as required by the Indenture.

     “Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.

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     “DTC” means The Depository Trust Company, a New York corporation, and its successors.

     “DTC Legend” means the legend set forth in Exhibit D.

     “Domestic Restricted Subsidiary” means any Restricted Subsidiary formed under the laws of, or 50% or more of the assets of which are located in, the United States of America or any jurisdiction thereof.

     “EBITDA” means, for any period, the sum of

     (1) Consolidated Net Income, plus

     (2) Fixed Charges, to the extent deducted in calculating Consolidated Net Income, plus

     (3) cash expenses incurred in connection with the Refinancing Transactions, to the extent deducted in calculating Consolidated Net Income, plus

     (4) to the extent deducted in calculating Consolidated Net Income and as determined on a consolidated basis for the Company and its Restricted Subsidiaries in conformity with GAAP:

     (A) income taxes, other than income taxes or income tax adjustments (whether positive or negative) attributable to Asset Sales or extraordinary gains or losses; and

     (B) depreciation, amortization and all other non-cash items reducing Consolidated Net Income (not including non-cash charges in a period which reflect cash expenses paid or to be paid in another period), less all non-cash items increasing Consolidated Net Income;

provided that, with respect to any Restricted Subsidiary, the items set forth in (A) and (B) above will be added only to the extent and in the same proportion that the relevant Restricted Subsidiary’s net income was included in calculating Consolidated Net Income.

     “Equity Interests” means all Capital Stock and all warrants or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt convertible into equity.

     “Event of Default” has the meaning assigned to such term in Section 6.01.

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     “Excess Proceeds” has the meaning assigned to such term in Section 4.13.

     “Exchange Act” means the Securities Exchange Act of 1934.

     “Exchange Notes” means the Notes issued pursuant to the Indenture in exchange for, and in an aggregate principal amount equal to, the Initial Notes or any Initial Additional Notes in compliance with the terms of a Registration Rights Agreement and containing terms substantially identical to the Initial Notes or any Initial Additional Notes (except that (i) such Exchange Notes will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating to Additional Interest will be eliminated).

     “Exchange Offer” means an offer by the Company to the Holders of the Initial Notes or any Initial Additional Notes to exchange outstanding Notes for Exchange Notes, as provided for in a Registration Rights Agreement.

     “Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as defined in a Registration Rights Agreement.

     “First Priority Liens” means all Liens on the Secondary Collateral that secure the Bank Obligations.

     “Fixed Charge Coverage Ratio” means, on any date (the “transaction date”), the ratio of

     (x) the aggregate amount of EBITDA for the four fiscal quarters immediately prior to the transaction date for which internal financial statements are available (the “reference period”) to

     (y) the aggregate Fixed Charges during such reference period.

     In making the foregoing calculation,

     (1) pro forma effect will be given to any Debt, Disqualified Stock or Preferred Stock Incurred during or after the reference period to the extent the Debt is outstanding or is to be Incurred on the transaction date as if the Debt, Disqualified Stock or Preferred Stock had been Incurred on the first day of the reference period;

     (2) pro forma calculations of interest on Debt bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Hedging Agreement applicable to the Debt if the Hedging Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire reference period;

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     (3) Fixed Charges related to any Debt, Disqualified Stock or Preferred Stock no longer outstanding or to be repaid or redeemed on the transaction date, except for Consolidated Interest Expense accrued during the reference period under a revolving credit to the extent of the commitment thereunder (or under any successor revolving credit) in effect on the transaction date, will be excluded;

     (4) pro forma effect will be given to

     (A) the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries,

     (B) the acquisition or disposition of companies, divisions or lines of businesses by the Company and its Restricted Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Restricted Subsidiary after the beginning of the reference period, and

     (C) the discontinuation of any discontinued operations but, in the case of Fixed Charges, only to the extent that the obligations giving rise to the Fixed Charges will not be obligations of the Company or any Restricted Subsidiary following the transaction date

that have occurred since the beginning of the reference period as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period. To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available and will be calculated in accordance with Regulation S-X under the Securities Act.

     “Fixed Charges” means, for any period, the sum of

     (1) Interest Expense for such period; and

     (2) the product of

     (x) cash and non-cash dividends paid, declared, accrued or accumulated on any Disqualified or Preferred Stock of the Company or a Restricted Subsidiary, except for dividends payable in the Company’s Qualified Stock or paid to the Company or to a Wholly Owned Restricted Subsidiary, and

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     (y) a fraction, the numerator of which is one and the denominator of which is one minus the sum of the currently effective combined Federal, state, local and foreign tax rate applicable to the Company and its Restricted Subsidiaries

provided that Fixed Charges of a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary will be reduced in proportion to any proportional reduction in respect of such Restricted Subsidiary’s net income included in calculating Consolidated Net Income.

     “Foreign Restricted Subsidiary” means any Restricted Subsidiary that is not a Domestic Restricted Subsidiary.

     “GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date.

     “Global Note” means a Note in registered global form without interest coupons.

     “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part; provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

     “Guarantor” means (i) each Domestic Restricted Subsidiary of the Company in existence on the Issue Date and (ii) each Domestic Restricted Subsidiary that executes a supplemental indenture in the form of Exhibit B to the Indenture providing for the guaranty of the payment of the Notes, or any successor obligor under its Note Guaranty pursuant to Section 5.02 in each case unless and until such Guarantor is released from its Note Guaranty pursuant to the Indenture.

     “Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against

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fluctuations in interest rates or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates or (iii) any commodity or raw material futures contract or any other agreement designed to protect against fluctuations in raw material prices.

     “Holder” or “Noteholder” means the registered holder of any Note.

     “Incur” means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or Guarantee such Debt or Capital Stock. If any Person becomes a Restricted Subsidiary on any date after the date of the Indenture (including by redesignation of an Unrestricted Subsidiary or failure of an Unrestricted Subsidiary to meet the qualifications necessary to remain an Unrestricted Subsidiary), the Debt and Capital Stock of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.13. The accretion of original issue discount or payment of interest in kind will not be considered an Incurrence of Debt.

     “Indenture” means this indenture, as amended or supplemented from time to time.

     “Initial Additional Notes” means Additional Notes issued in an offering not registered under the Securities Act and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

     “Initial Notes” means the Notes issued on the Issue Date and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

     “Initial Purchaser” means the initial purchaser party to a purchase agreement with the Company relating to the sale of the Notes or Additional Notes by the Company.

     “Institutional Accredited Investor Certificate” means a certificate substantially in the form of Exhibit G hereto.

     “Intercreditor Agreement” means the Intercreditor Agreement dated on or about the Issue Date among Bank of America, N.A., as agent under the Credit Agreement, the Trustee, as trustee and Collateral Agent under the Notes, the Company and each other Guarantor named therein, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

     “interest”, in respect of the Notes, unless the context otherwise requires, refers to interest and Additional Interest, if any.

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     “Interest Expense” means, for any period, the consolidated interest expense of the Company and its Restricted Subsidiaries, plus, to the extent not included in such consolidated interest expense, and to the extent incurred, accrued or payable by the Company or its Restricted Subsidiaries, without duplication, (i) interest expense attributable to Sale and Leaseback Transactions, (ii) amortization of debt discount and debt issuance costs but excluding amortization of deferred financing charges incurred in respect of the Notes and the Credit Agreement on or prior to the Issue Date, (iii) capitalized interest, (iv) non-cash interest expense, (v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, (vi) net costs associated with Hedging Agreements (including the amortization of fees) and (vii) any of the above expenses with respect to Debt of another Person Guaranteed by the Company or any of its Restricted Subsidiaries, as determined on a consolidated basis and in accordance with GAAP. Interest Expense of the Company shall not include any prepayment premiums or amortization of original issue discount or deferred financing costs, to the extent such amounts are incurred as a result of the prepayment on the date of the Indenture of any Debt of the Company with the proceeds of the Notes and the Credit Agreement.

     “Interest Payment Date” means each January 1 and July 1 of each year, commencing July 1, 2007.

     “Inventory” means, with respect to the Company and its Restricted Subsidiaries, the consolidated inventory of the Company, determined at the lower of cost or market in accordance with GAAP.

     “Investment” means

     (1) any direct or indirect advance, loan or other extension of credit to another Person,

     (2) any capital contribution to another Person, by means of any transfer of cash or other property or in any other form,

     (3) any purchase or acquisition of Equity Interests, bonds, notes or other Debt, or other instruments or securities issued by another Person, including the receipt of any of the above as consideration for the disposition of assets or rendering of services, or

     (4) any Guarantee of any obligation of another Person.

     If the Company or any Restricted Subsidiary (x) sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary so that, after giving effect to that sale or disposition, such Person is no longer a

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Subsidiary of the Company, or (y) designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 4.16, all remaining Investments of the Company and the Restricted Subsidiaries in such Person shall be deemed to have been made at such time.

     “Issue Date” means the date on which the Initial Notes are originally authenticated under the Indenture.

     “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease).

     “Moody’s” means Moody’s Investors Service, Inc. and its successors.

     “Mortgages” means, collectively, any mortgage, deed of trust or similar instrument entered into by the Company or any Guarantor from time to time on or after the Issue Date to provide a security interest for the benefit of the Trustee and the Holders of the Notes.

     “Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash (including (i) payments in respect of deferred payment obligations to the extent corresponding to, principal, but not interest, when received in the form of cash, and (ii) proceeds from the conversion of other consideration received when converted to cash), net of

     (1) brokerage commissions and other fees and expenses related to such Asset Sale, including fees and expenses of counsel, accountants and investment bankers;

     (2) provisions for taxes as a result of such Asset Sale taking into account the consolidated results of operations of the Company and its Restricted Subsidiaries;

     (3) payments required to be made to holders of minority interests in Restricted Subsidiaries as a result of such Asset Sale or, except to the extent that any such asset disposed of in such Asset Sale was Primary Collateral, to repay Debt outstanding at the time of such Asset Sale that is secured by a Lien on the property or assets sold; and

     (4) appropriate amounts to be provided as a reserve against liabilities associated with such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and indemnification obligations associated with such Asset Sale, with any subsequent reduction of the reserve other than by payments made and charged against the reserved amount to be deemed a receipt of cash.

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     “New Mold Line” means the new mold line as described in the Offering Circular.

     “New Senior Subordinated Notes due 2013” means the new senior subordinated notes due 2013 in an aggregate principal amount of up to $75 million to be issued by the Company and purchased by Tontine Capital Partners, L.P. in one or more transactions on or about the Issue Date and upon redemption of the outstanding 13% Senior Subordinated Notes due 2013.

     “NFC Castings” means NFC Castings, Inc., a Delaware corporation.

     “Non-U.S. Person” means a Person that is not a U.S. person, as defined in Regulation S.

     “Non-Recourse Debt” means Debt as to which (i) neither the Company nor any Restricted Subsidiary provides any Guarantee and as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any Restricted Subsidiary and (ii) no default thereunder would, as such, constitute a default under any Debt of the Company or any Restricted Subsidiary.

     “Notes” has the meaning assigned to such term in the Recitals.

     “Note Guaranty” means the guaranty of the Notes by a Guarantor pursuant to the Indenture.

     “Obligations” means, with respect to any Debt, all obligations (whether in existence on the Issue Date or arising afterwards, absolute or contingent, direct or indirect) for or in respect of principal (when due, upon acceleration, upon redemption, upon mandatory repayment or repurchase pursuant to a mandatory offer to purchase, or otherwise), premium, interest, penalties, fees, indemnification, reimbursement and other amounts payable and liabilities with respect to such Debt, including all interest accrued or accruing after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for such interest is allowed as a claim in such case or proceeding.

     “Offer to Purchase” has the meaning assigned to such term in Section 3.04.

     “Offering Circular” means the Offering Circular dated December 15, 2006 relating to the sale of the Initial Notes.

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     “Officer” means the chairman of the Board of Directors, the president or chief executive officer, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary, of the Company.

     “Officers’ Certificate” means a certificate signed in the name of the Company (i) by the chairman of the Board of Directors, the president or chief executive officer or a vice president and (ii) by the chief financial officer, the treasurer or any assistant treasurer or the secretary or any assistant secretary.

     “Offshore Global Note” means a Global Note representing Notes issued and sold pursuant to Regulation S.

     “Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company.

     “Original Notes” means the Initial Notes and any Exchange Notes issued in exchange therefor.

     “Patterns” means, with respect to the Company and its Restricted Subsidiaries, the consolidated casting patterns and core boxes of the Company, determined at the lower of cost or market in accordance with GAAP.

     “Paying Agent” refers to a Person engaged to perform the obligations of the Trustee in respect of payments made or funds held hereunder in respect of the Notes.

     “Permitted Asset Swap” means any transfer of properties or assets by the Company or a Restricted Subsidiary in which at least 90% of the consideration received by the transferor consists of properties or assets (other than cash or Cash Equivalents or other current assets) that will be used in a Permitted Business; provided that (i) the aggregate fair market value of the property or assets being transferred by the Company or a Restricted Subsidiary is not greater than the aggregate fair market value of the property or assets received (as determined in good faith by the Board of Directors of the Company) by the Company or such Restricted Subsidiary in such exchange and (ii) any cash received must be applied in accordance with Section 4.13.

     “Permitted Bank Debt” has the meaning assigned to such term in Section 4.06(b)(i).

     “Permitted Debt” has the meaning assigned to such term in Section 4.06(b).

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     “Permitted Business” means any of the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date, and any business reasonably related, incidental, complementary or ancillary thereto.

     “Permitted Holders” means any or all of the following:

     (1) Tontine Capital Partners, L.P.;

     (2) any Affiliate of any Person specified in clause (1); and

     (3) any Person both the Capital Stock and the Voting Stock of which (or in the case of a trust, the beneficial interests in which) are owned 80% by Persons specified in clauses (1) and (2).

     “Permitted Investments” means:

     (1) any Investment in the Company or in a Restricted Subsidiary of the Company that is engaged in a Permitted Business;

     (2) any Investment in Cash Equivalents;

     (3) any Investment by the Company or any Subsidiary of the Company in a Person, if as a result of such Investment,

     (A) such Person becomes a Restricted Subsidiary of the Company engaged in a Permitted Business, or

     (B) such Person is merged or consolidated with or into, or transfers or conveys substantially all its assets to, or is liquidated into, the Company or a Restricted Subsidiary engaged in a Permitted Business;

     (4) Investments received as non-cash consideration in an Asset Sale (other than in connection with a Permitted Asset Swap) made pursuant to and in compliance with Section 4.13; provided that such Investments shall be pledged as Primary Collateral to the extent the assets subject to such Asset Sale constituted Primary Collateral;

     (5) Hedging Agreements otherwise permitted under the Indenture;

     (6) (i) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business, (ii) Cash Equivalents, (iii) endorsements for collection or deposit in the ordinary course of business, and (iv) securities, instruments or other

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obligations received in compromise or settlement of debts created in the ordinary course of business, or by reason of a composition or readjustment of debts or reorganization of another Person, or in satisfaction of claims or judgments;

     (7) payroll, travel and other loans or advances to, or Guarantees issued to support the obligations of, officers and employees, in each case in the ordinary course of business, not in excess of $1.0 million outstanding at any time;

     (8) extensions of credit to customers and suppliers in the ordinary course of business; and

     (9) in addition to Investments listed above, Investments in Persons engaged in Permitted Businesses in an aggregate amount, taken together with all other Investments made in reliance on this clause (9), not to exceed $10.0 million (net of, with respect to the Investment in any particular Person made pursuant to this clause, the cash return thereon received after the Issue Date as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income) not to exceed the amount of such Investments in such Person made after the Issue Date in reliance on this clause).

     “Permitted Liens” means

     (1) Liens existing on the Issue Date not otherwise constituting Permitted Liens;

     (2) Liens securing the Company’s 11% Senior Secured Notes due 2010, the guarantees relating thereto and other Obligations in respect thereof;

     (3) Liens securing the Notes (other than any Additional Notes), any Note Guaranties and other Obligations under the Indenture and the Security Documents;

     (4) Liens on the Collateral securing:

     (i) (a) Obligations under or with respect to Permitted Bank Debt of the Company or any Guarantor that is permitted to be incurred pursuant to Section 4.06(b)(i), (b) Obligations under or with respect to Hedging Agreements owed to any lenders under the Credit Agreement or their affiliates so long as such Hedging Agreements relate to Permitted Bank Debt referred to in clause (a),

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the Notes or any other Permitted Debt and (c) Cash Management Obligations owed to any lenders under the Credit Agreement or their affiliates; provided that any Liens on the Primary Collateral securing Obligations under or with respect to any Permitted Bank Debt, any such Hedging Agreements and any such Cash Management Obligations must be junior to the Liens on the Primary Collateral securing the Notes and any Liens on the Secondary Collateral may be senior to the Liens on the Notes, and

     (ii) any other Debt (including Additional Notes) of the Company or any Guarantor incurred pursuant to Section 4.06 to finance an acquisition of a new business or assets that will in each case constitute Primary Collateral; provided, however, that, (a) at the time of Incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 2.50 to 1.00 and (b) any Liens on the Primary Collateral permitted pursuant to this clause (ii) must rank equally with or be junior to the Liens on the Primary Collateral securing the Notes;

     (5) pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or leases, or to secure public or statutory obligations, surety bonds, customs duties and the like, or for the payment of rent, in each case Incurred in the ordinary course of business and not securing Debt;

     (6) Liens imposed by law, such as carriers’, vendors’, warehousemen’s and mechanics’ liens, in each case for sums not yet due or being contested in good faith and by appropriate proceedings;

     (7) Liens in respect of taxes and other governmental assessments and charges which are not yet due or which are being contested in good faith and by appropriate proceedings;

     (8) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the proceeds thereof;

     (9) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property, not interfering in any material respect with the conduct of the business of the Company and its Restricted Subsidiaries;

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     (10) licenses or leases or subleases as licensor, lessor or sublessor of any of its property, including intellectual property, in the ordinary course of business;

     (11) customary Liens in favor of trustees and escrow agents, and netting and setoff rights, banker’s liens and the like in favor of financial institutions and counterparties to financial obligations and instruments, including Hedging Agreements;

     (12) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition of such assets;

     (13) options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and the like;

     (14) judgment liens, and Liens securing appeal bonds or letters of credit issued in support of or in lieu of appeal bonds, so long as no Event of Default then exists under Section 6.01(f);

     (15) Liens incurred in the ordinary course of business not securing Debt and not in the aggregate materially detracting from the value of the properties or their use in the operation of the business of the Company and its Restricted Subsidiaries;

     (16) Liens (including the interest of a lessor under a Capital Lease) on property that secure Debt Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of such property and which attach within 365 days after the date of such purchase or the completion of construction or improvement; provided that at the time of the Incurrence of any such Lien, the aggregate principal amount of the Obligations secured by such Lien shall not exceed the cost of such property; provided, further, however that no Liens may be incurred pursuant to this clause in order to secure Debt incurred to finance any part of the purchase price or cost of construction or improvement of the New Mold Line;

     (17) Liens on property of a Person at the time such Person becomes a Restricted Subsidiary of the Company, provided such Liens were not created in contemplation thereof and do not extend to any other property of the Company or any Restricted Subsidiary;

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     (18) Liens on property at the time the Company or any of the Restricted Subsidiaries acquires such property, including any acquisition by means of a merger or consolidation with or into the Company or a Restricted Subsidiary of such Person, provided (i) such Liens were not created in contemplation thereof, (ii) do not extend to any other property of the Company or any Restricted Subsidiary, (iii) such property is to be used for a Permitted Business purpose, and (iv) at the time of the Incurrence of any such Lien, the aggregate principal amount of the Obligations secured by such Lien shall not exceed the cost of the property (or portions thereof) so acquired;

     (19) Liens securing Debt or other Obligations of the Company or a Restricted Subsidiary to the Company or a Wholly Owned Restricted Subsidiary;

     (20) Liens securing Hedging Agreements so long as such Hedging Agreements relate to Debt (other than Hedging Agreements) that is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Agreements;

     (21) extensions, renewals or replacements of any Liens referred to in clauses (1), (2), (3), (4), (11), (16), (17) or (18) in connection with the refinancing of the Obligations secured thereby, provided that (i) such Lien does not extend to any other property, and (ii) except as contemplated by the definition of “Permitted Refinancing Debt”, the amount secured by such Lien is not increased; and

     (22) other Liens securing obligations in an aggregate amount not exceeding $500,000.

     “Permitted Refinancing Debt” has the meaning assigned to such term in Section 4.06(b)(iv).

     “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

     “Preferred Stock” means, with respect to any Person, any and all Capital Stock which is preferred as to the payment of dividends or distributions, upon liquidation or otherwise, over another class of Capital Stock of such Person.

     “Primary Collateral” means the assets (other than Secondary Collateral) that are owned or hereafter acquired by the Company and by each of the Guarantors to the extent pledged or required to be pledged to secure the Notes.

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     “principal” of any Debt means the principal amount of such Debt, (or if such Debt was issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt), together with, unless the context otherwise indicates, any premium then payable on such Debt.

     “Public Equity Offering” means an underwritten primary public offering, after the Issue Date, of Qualified Stock of the Company or ACP Holding to the extent contributed to the Company as common equity pursuant to an effective registration statement under the Securities Act other than an issuance registered on Form S-4 or S-8 or any successor thereto or any issuance pursuant to employee benefit plans or otherwise in compensation to officers, directors or employees.

     “Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

     “Qualified Stock” means all Capital Stock of a Person other than Disqualified Stock.

     “Receivables” means the consolidated trade receivables of the Company, net of allowance for doubtful accounts, as determined in accordance with GAAP.

     “refinance” has the meaning assigned to such term in Section 4.06(b)(iv).

     “Refinancing Transactions” has the meaning assigned to such term in the Offering Circular.

     “Register” has the meaning assigned to such term in Section 2.09.

     “Registrar” means a Person engaged to maintain the Register.

     “Registration Rights Agreement” means (i) the Registration Rights Agreement dated on or about the Issue Date between the Company, the Guarantors party thereto and the Initial Purchaser party thereto with respect to the Initial Notes, and (ii) with respect to any Additional Notes, any registration rights agreements between the Company, the Guarantors party thereto and the Initial Purchaser party thereto relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes or exchange them for Notes registered under the Securities Act.

     “Regular Record Date” for the interest payable on any Interest Payment Date means the June 15 or December 15 (whether or not a Business Day) next preceding such Interest Payment Date.

     “Regulation S” means Regulation S under the Securities Act.

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     “Regulation S Certificate” means a certificate substantially in the form of Exhibit E hereto.

     “Representative Amount” means a principal amount of not less than $1.0 million for a single transaction in the relevant market at the relevant time.

     “Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

     “Restricted Legend” means the legend set forth in Exhibit C.

     “Restricted Payment” has the meaning assigned to such term in Section 4.07.

     “Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S.

     “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

     “Rule 144A” means Rule 144A under the Securities Act.

     “Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit F hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

     “S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc. and its successors.

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     “Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor.

     “Second Priority Liens” means all Liens on the Secondary Collateral that secure the Notes, the Note Guaranties and the obligations of the Company and the Guarantors to the Trustee under Section 7.07, on a second priority basis.

     “Secondary Collateral” means the accounts receivable, inventory, casting patterns and core boxes, business interruption insurance policies, inter-company loans (to the extent funded with proceeds of loans under the Credit Agreement), cash and deposit accounts (other than proceeds of Primary Collateral) and related assets, and any proceeds of the foregoing, that are owned or hereafter acquired by the Company and by each of the Guarantors.

     “Secured Debt” means any Debt secured by a Lien.

     “Securities Act” means the Securities Act of 1933.

     “Security Documents” means (i) the Intercreditor Agreement and (ii) the security documents granting a security interest in any assets of any Person to secure the Obligations under the Notes and the Note Guaranties as each may be amended, restated, supplemented or otherwise modified from time to time.

     “Shelf Registration Statement” means the Shelf Registration Statement as defined in a Registration Rights Agreement.

     “Significant Restricted Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the date of the Indenture.

     “Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

     “Subordinated Debt” means any Debt of the Company or any Guarantor which is subordinated in right of payment to the Notes or the Note Guaranty, as applicable, pursuant to a written agreement to that effect.

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     “Subsidiary” means with respect to any Person, any corporation, association or other business entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such Person (or a combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of the Company.

     “Tangible Assets” means the total amount of assets of the Company and its Restricted Subsidiaries (less applicable depreciation, depletion, amortization and other valuation reserves), after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as (i) set forth on the most recent balance sheet of the Company and its Restricted Subsidiaries delivered pursuant to Section 4.17, (ii) determined in accordance with GAAP and (iii) calculated on a pro forma basis after giving effect to any Asset Sale or acquisition of any business or assets or the designation of a Restricted Subsidiary as an Unrestricted Subsidiary occurring after the date of such balance sheet.

     “Trustee” means the party named as such in the first paragraph of the Indenture or any successor trustee under the Indenture pursuant to Article 7.

     “Trust Indenture Act” means the Trust Indenture Act of 1939.

     “U.S. Global Note” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.

     “U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agent or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof.

     “Unrestricted Subsidiary” means any Subsidiary of the Company that at the time of determination has previously been designated, and continues to be, an Unrestricted Subsidiary in accordance with Section 4.16.

     “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

     “Wholly Owned” means, with respect to any Restricted Subsidiary, a Restricted Subsidiary all of the outstanding Capital Stock of which (other than any director’s qualifying shares) is owned by the Company and one or more Wholly Owned Restricted Subsidiaries (or a combination thereof).

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     Section 1.02 . Rules of Construction. Unless the context otherwise requires or except as otherwise expressly provided,

     (a) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

     (b) “herein,” “hereof” and other words of similar import refer to the Indenture as a whole and not to any particular Section, Article or other subdivision;

     (c) all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to the Indenture unless otherwise indicated;

     (d) references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations); and

     (e) in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions the Company may classify such transaction as it, in its sole discretion, determines.

     Section 1.03 . Acts Of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient

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proof of such signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

     (c) The ownership of Certificated Notes shall be proved by the Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

     (e) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

ARTICLE 2
The Notes

     Section 2.01 . Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.

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     (b) (i) Except as otherwise provided in paragraph (d), Section 2.09(b)(iv) or Section 2.10(b)(iii), (b)(v) or (c), each Global Note representing Notes originally sold by the Initial Purchaser in accordance with Rule 144A or Regulation S will bear the Restricted Legend.

     (ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.

     (iii) Initial Notes and Initial Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.

     (iv) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.

     (c) (i) Except as otherwise provided in paragraph (d), Section 2.09(b)(iv) or Section 2.10(b)(iii), (b)(v) or (c), each Certificated Note will bear the Restricted Legend.

     (d) (i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or

     (ii) after an Initial Note or any Initial Additional Note is

     (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer

the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.

     (e) By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted

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Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.

     Section 2.02 . Execution and Authentication; Exchange Notes; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.

     (b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.

     (c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver

     (i) Initial Notes for original issue in the aggregate principal amount of $225,000,000,

     (ii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, and

     (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes after the following conditions have been met:

     (A) Receipt by the Trustee of an Officers’ Certificate specifying

     (1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,

     (2) whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes,

     (3) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,

     (4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and

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     (5) other information the Company may determine to include or the Trustee may reasonably request.

     (B) In the case of Initial Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued.

     (C) In the case of Exchange Notes, effectiveness of an Exchange Offer Registration Statement and consummation of the exchange offer thereunder (and receipt by the Trustee of an Officers’ Certificate to that effect). Initial Notes or Initial Additional Notes exchanged for Exchange Notes will be cancelled by the Trustee.

     Section 2.03 . Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust. (a) The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in the Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent. The Company may act as Registrar or (except for purposes of Article 8) Paying Agent. In each case the Company and the Trustee will enter into an appropriate agreement with the Agent implementing the provisions of the Indenture relating to the obligations of the Trustee to be performed by the Agent and the related rights. The Company initially appoints the Trustee as Registrar and Paying Agent.

     (b) The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Notes and will promptly notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent will have no further liability for the money so paid over to the Trustee.

     Section 2.04 . Replacement Notes. If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed or

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wrongfully taken, the Company will issue and the Trustee will authenticate a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. Every replacement Note is an additional obligation of the Company and entitled to the benefits of the Indenture. If required by the Trustee or the Company, an indemnity must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company and the Trustee from any loss they may suffer if a Note is replaced. The Company may charge the Holder for the expenses of the Company and the Trustee in replacing a Note. In case the mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may pay the Note instead of issuing a replacement Note.

     Section 2.05 . Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for

     (i) Notes cancelled by the Trustee or delivered to it for cancellation;

     (ii) any Note which has been replaced pursuant to Section 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser; and

     (iii) on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due.

     (b) A Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company.

     Section 2.06 . Temporary Notes. Until definitive Notes are ready for delivery, the Company may prepare and the Trustee will authenticate temporary Notes. Temporary

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Notes will be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officer executing the temporary Notes, as evidenced by the execution of the temporary Notes. If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes will be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for the purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation of any temporary Notes the Company will execute and the Trustee will authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes will be entitled to the same benefits under the Indenture as definitive Notes.

     Section 2.07 . Cancellation. The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold. Any Registrar or the Paying Agent will forward to the Trustee any Notes surrendered to it for transfer, exchange or payment. The Trustee will cancel all Notes surrendered for transfer, exchange, payment or cancellation and dispose of them in accordance with its normal procedures or the written instructions of the Company. The Company may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.

     Section 2.08 . CUSIP and CINS Numbers. The Company in issuing the Notes may use “CUSIP” and “CINS” numbers, and the Trustee will use CUSIP numbers or CINS numbers in notices of redemption or exchange or in Offers to Purchase as a convenience to Holders, the notice to state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange or Offer to Purchase. The Company will promptly notify the Trustee of any change in the CUSIP or CINS numbers.

     Section 2.09 . Registration, Transfer and Exchange. (a) The Notes will be issued in registered form only, without coupons, and the Company shall cause the Trustee to maintain a register (the “Register”) of the Notes, for registering the record ownership of the Notes by the Holders and transfers and exchanges of the Notes. Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States Federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any

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restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

     (b) (i) Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.

     (ii) Each Global Note will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (1) as set forth in Section 2.09(b)(iv) and (2) transfers of portions thereof in the form of Certificated Notes may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 2.10.

     (iii) Agent Members will have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

     (iv) If (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such

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beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Note will be deemed canceled. If such Note was an Offshore Global Note, then the Certificated Notes issued in exchange therefor will not bear the Restricted Legend.

     (c) Each Certificated Note will be registered in the name of the holder thereof or its nominee.

     (d) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.10. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the register maintained by the Trustee for the purpose; provided that

     (x) no transfer or exchange will be effective until it is registered in such register and

     (y) the Trustee will not be required (i) to issue, register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or purchased pursuant to an Offer to Purchase, (ii) to register the transfer of or exchange any Note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Note not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Regular Record Date and before the date of redemption or purchase. Prior to the registration of any transfer, the Company, the Trustee and their agents will treat the Person in whose name the Note is registered as the owner and Holder thereof for all purposes (whether or not the Note is overdue), and will not be affected by notice to the contrary.

     From time to time the Company will execute and the Trustee will authenticate additional Notes as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.

     No service charge will be imposed in connection with any transfer or exchange of any Note, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection

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therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(iv)).

     (e) (i) Global Note to Global Note. If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

     (ii) Global Note to Certificated Note. If a beneficial interest in a Global Note is transferred or exchanged for a Certificated Note, the Trustee will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.

     (iii) Certificated Note to Global Note. If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

     (iv) Certificated Note to Certificated Note. If a Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange),

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registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

     Section 2.10 . Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

     (b) Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below.

A	B	C
U.S. Global Note	U.S. Global Note	(i)
U.S. Global Note	Offshore Global Note	(ii)
U.S. Global Note	Certificated Note	(iii)
Offshore Global Note	U.S. Global Note	(iv)
Offshore Global Note	Offshore Global Note	(i)
Offshore Global Note	Certificated Note	(v)
Certificated Note	U.S. Global Note	(iv)
Certificated Note	Offshore Global Note	(ii)
Certificated Note	Certificated Note	(iii)

     (i) No certification is required.

     (ii) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required.

     (iii) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the

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Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.

     (iv) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.

     (v) If the requested transfer or exchange takes place during the Restricted Period, the person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States. If the requested transfer or exchange takes place after the Restricted Period, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.

     (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein)

     (i) after such Note is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision); provided that the Company has provided the Trustee with an Officer’s Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (i) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or

     (ii) (x) sold pursuant to an effective registration statement, pursuant to the Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer.

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     Any Certificated Note delivered in reliance upon this paragraph will not bear the Restricted Legend.

     (d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee.

ARTICLE 3
Redemption; Offer to Purchase

     Section 3.01 . Optional Redemption. At any time and from time to time on or after January 1, 2012, the Company may redeem the Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on January 1 of the years indicated below.

Year	Percentage
2012		104.750	%
2013		103.167	%
2014		101.583	%
2015 and thereafter		100	%

     Section 3.02 . Redemption with Proceeds of Public Equity Offering. At any time and from time to time prior to January 1, 2010, the Company may redeem the Notes with the net cash proceeds received by the Company from any Public Equity Offering at a redemption price equal to 109.50% of the principal amount plus accrued and unpaid interest to the redemption date, in an aggregate principal amount for all such redemptions not to exceed 35% of the original aggregate principal amount of the Notes issued (including Additional Notes), provided that

     (i) in each case the redemption takes place not later than 60 days after the closing of the related Public Equity Offering, and

     (ii) not less than 65% of the aggregate principal amount of the Notes issued (including Additional Notes) remains outstanding immediately thereafter.

     Section 3.03 . Method and Effect of Redemption. (a) If the Company elects to redeem Notes, it must notify the Trustee of the redemption date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at

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least 60 days before the redemption date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed pro rata, by lot or by any other method the Trustee in its sole discretion deems fair and appropriate, in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Company or at the Company’s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 30 days but not more than 60 days before the redemption date.

     (b) The notice of redemption will identify the Notes to be redeemed and will include or state the following:

     (i) the redemption date;

     (ii) the redemption price, including the portion thereof representing any accrued interest;

     (iii) the place or places where Notes are to be surrendered for redemption;

     (iv) Notes called for redemption must be so surrendered in order to collect the redemption price;

     (v) on the redemption date the redemption price will become due and payable on Notes called for redemption, and interest on Notes called for redemption will cease to accrue on and after the redemption date;

     (vi) if any Note is redeemed in part, on and after the redemption date, upon surrender of such Note, new Notes equal in principal amount to the unredeemed portion will be issued; and

     (vii) if any Note contains a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the notice of redemption and that the Holder should rely only on the other identification numbers printed on the Notes.

     (c) Once notice of redemption is sent to the Holders, Notes called for redemption become due and payable at the redemption price on the redemption date, and upon surrender of the Notes called for redemption, the Company shall

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redeem such Notes at the redemption price. Commencing on the redemption date, Notes redeemed will cease to accrue interest. Upon surrender of any Note redeemed in part, the Holder will receive a new Note equal in principal amount to the unredeemed portion of the surrendered Note.

     Section 3.04 . Offer to Purchase. (a) An “Offer to Purchase” means an offer by the Company to purchase Notes as required by the Indenture. An Offer to Purchase must be made by written offer (the “offer”) sent to the Holders. The Company will notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

     (b) The offer must include or state the following as to the terms of the Offer to Purchase:

     (i) the provision of the Indenture pursuant to which the Offer to Purchase is being made;

     (ii) the aggregate principal amount of the outstanding Notes offered to be purchased by the Company pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to the Indenture) (the “purchase amount”);

     (iii) the purchase price, including the portion thereof representing accrued interest;

     (iv) an expiration date (the “expiration date”) not less than 30 days or more than 60 days after the date of the offer, and a settlement date for purchase (the “purchase date”) not more than five Business Days after the expiration date;

     (v) information concerning the business of the Company and its Subsidiaries which the Company in good faith believes will enable the Holders to make an informed decision with respect to the Offer to Purchase, at a minimum to include

     (A) the most recent annual and quarterly financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the Company,

     (B) a description of material developments in the Company’s business subsequent to the date of the latest of the

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financial statements (including a description of the events requiring the Company to make the Offer to Purchase), and

     (C) if applicable, appropriate pro forma financial information concerning the Offer to Purchase and the events requiring the Company to make the Offer to Purchase;

     (vi) a Holder may tender all or any portion of its Notes, subject to the requirement that any portion of a Note tendered must be in a minimum denomination of $1,000 and any multiple of $1,000 in excess thereof.

     (vii) the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;

     (viii) each Holder electing to tender a Note pursuant to the offer will be required to surrender such Note at the place or places specified in the offer prior to the close of business on the expiration date (such Note being, if the Company or the Trustee so requires, duly endorsed or accompanied by a duly executed written instrument of transfer);

     (ix) interest on any Note not tendered, or tendered but not purchased by the Company pursuant to the Offer to Purchase, will continue to accrue;

     (x) on the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date;

     (xi) Holders are entitled to withdraw Notes tendered by giving notice, which must be received by the Company or the Trustee not later than the close of business on the expiration date, setting forth the name of the Holder, the principal amount of the tendered Notes, the certificate number of the tendered Notes and a statement that the Holder is withdrawing all or a portion of the tender;

     (xii) (A) if Notes in an aggregate principal amount less than or equal to the purchase amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company will purchase all such Notes, and (B) if the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that

45

only Notes in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof will be purchased;

     (xiii) if any Note is purchased in part, new Notes equal in principal amount to the unpurchased portion of the Note will be issued; and

     (xiv) if any Note contains a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the offer and that the Holder should rely only on the other identification numbers printed on the Notes.

     (c) On or prior to the purchase date, the Company will accept tendered Notes for purchase as required by the Offer to Purchase and deliver to the Trustee all Notes so accepted together with an Officers’ Certificate specifying which Notes have been accepted for purchase. On the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date. The Trustee will promptly return to Holders any Notes not accepted for purchase and send to Holders new Notes equal in principal amount to any unpurchased portion of any Notes accepted for purchase in part.

     (d) The Company will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

ARTICLE 4
Covenants

     Section 4.01 . Payment of Notes. (a) The Company agrees to pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and the Indenture. Not later than 10:00 A.M. (New York City time) on the due date of any principal of or interest on any Notes, or any redemption or purchase price of the Notes, the Company will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts, provided that if the Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in the Indenture. In each case the Company will promptly notify the Trustee of its compliance with this paragraph.

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     (b) An installment of principal or interest will be considered paid on the date due if the Trustee (or Paying Agent, other than the Company or any Affiliate of the Company) holds on that date money designated for and sufficient to pay the installment. If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders.

     (c) The Company agrees to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest at the rate per annum specified in the Notes.

     (d) Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Company will make all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each Holder’s registered address.

     Section 4.02 . Maintenance of Office or Agency. The Company will maintain in the United States of America, an office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Notes and the Indenture may be served. The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served to the Trustee.

     The Company may also from time to time designate one or more other offices or agencies where the Notes may be surrendered or presented for any of such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

     Section 4.03 . Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the existence of each of its Restricted Subsidiaries in accordance with their respective organizational documents, and the material rights, licenses and franchises of the Company and each Restricted Subsidiary, provided that the Company is not required to preserve any such right, license or franchise, or the existence of any Restricted Subsidiary, if the maintenance or preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted

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Subsidiaries taken as a whole; and provided further that this Section does not prohibit any transaction otherwise permitted by Section 4.13 or Article 5.

     Section 4.04 . Payment of Taxes and other Claims. The Company will pay or discharge, and cause each of its Subsidiaries to pay or discharge before the same become delinquent (i) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or its income or profits or property, and (ii) all material lawful claims for labor, materials and supplies that, if unpaid, might by law become a Lien upon the property of the Company or any Subsidiary, other than any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established.

     Section 4.05 . Maintenance of Properties and Insurance. (a) The Company will cause all properties used or useful in the conduct of its business or the business of any of its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order as in the judgment of the Company may be necessary so that the business of the Company and its Restricted Subsidiaries may be properly and advantageously conducted at all times; provided that nothing in this Section prevents the Company or any Restricted Subsidiary from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole.

     (b) The Company will provide or cause to be provided, for itself and its Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds customarily insured against by corporations similarly situated and owning like properties, including, but not limited to, products liability insurance and public liability insurance, with reputable insurers, in such amounts, with such deductibles and by such methods as are customary for corporations similarly situated in the industry in which the Company and its Restricted Subsidiaries are then conducting business.

     Section 4.06 . Limitation on Debt and Disqualified or Preferred Stock. (a) The Company

     (i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt; and

     (ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock, and will not permit any of its Restricted Subsidiaries to Incur any Preferred Stock (other than Disqualified or

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Preferred Stock of Restricted Subsidiaries held by the Company or a Wholly Owned Restricted Subsidiary, so long as it is so held);

provided that the Company or any Guarantor may Incur Debt or Disqualified Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio is not less than 2.00 to 1.00.

     (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur the following (“Permitted Debt”):

     (i) Debt (“Permitted Bank Debt”) of the Company pursuant to the Credit Agreement; provided that the aggregate principal amount of such Debt at any time outstanding does not exceed the greater of (x) $110 million, and (y) the Borrowing Base Amount, and Guarantees of such Debt by any Restricted Subsidiary;

     (ii) Debt of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Restricted Subsidiary and which, if the obligor is the Company or a Guarantor, is subordinated in right of payment to the Notes;

     (iii) Debt of the Company pursuant to the Notes (other than Additional Notes) and the New Senior Subordinated Notes due 2013 and Debt of any Guarantor pursuant to a Note Guaranty of the Notes (including Additional Notes) and any guarantee of the New Senior Subordinated Notes due 2013;

     (iv) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that

     (A) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes,

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     (B) the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced,

     (C) in no event may Debt of the Company be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and in no event may Debt of a Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and

     (D) Debt Incurred pursuant to clauses (i), (ii), (v), (vi), (x), (xi), (xii) and (xiii) may not be refinanced pursuant to this clause;

     (v) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation;

     (vi) Debt of the Company or any Restricted Subsidiary with respect to letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or appeal bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the acquisition or disposition of any business or assets;

     (vii) Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under Section 4.06(a);

     (viii) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (iv)(D), not otherwise constituting Permitted Debt);

     (ix) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than 180 days after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or cost of construction or improvement, provided that the aggregate outstanding principal amount of any Debt Incurred pursuant to this clause (ix) may not exceed (a) the greater of (i) $10.0 million or (ii) 3% of Tangible Assets (measured at the time of Incurrence of any such Debt), in each case less (b) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this

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clause (ix); provided, however, that no Debt may be incurred pursuant to this clause in order to finance any part of the purchase price or cost of construction or improvement of the New Mold Line;

     (x) Debt of the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Guarantor Incurred under any other clause of this covenant;

     (xi) Debt of the Company or a Restricted Subsidiary owed to any Person in connection with liability insurance provided by such Person to the Company or such Restricted Subsidiary, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;

     (xii) Debt in respect of performance bonds; and

     (xiii) other Debt of the Company or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed $15.0 million.

     For purposes of determining compliance with this covenant, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xiii) above or is entitled to be Incurred pursuant to paragraph (a) of this Section 4.06, the Company shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Debt in any manner that complies with this Section 4.06; provided that all Debt under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (i) and the Company shall not be permitted to reclassify all or any portion of such Debt under the Credit Agreement outstanding on the Issue Date.

     Notwithstanding anything contained herein, neither the Company nor any Guarantor may Incur any Debt that is subordinate in right of payment to other Debt of the Company or the Guarantor unless such Debt is also subordinate in right of payment to the Notes or the relevant Note Guaranty on substantially identical terms.

     Section 4.07 . Limitation on Restricted Payments. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly (the payments and other actions described in the following clauses being collectively “Restricted Payments”):

     (i) declare or pay any dividend or make any distribution on its Equity Interests (other than dividends or distributions paid in the

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Company’s Qualified Equity Interests) held by Persons other than the Company or any of its Wholly Owned Restricted Subsidiaries;

     (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any Restricted Subsidiary held by Persons other than the Company or any of its Wholly Owned Restricted Subsidiaries;

     (iii) repay, redeem, repurchase, defease or otherwise acquire or retire for value, or make any payment on or with respect to, any Subordinated Debt except a payment of interest (including (a) any portion of interest that may be satisfied by deferring payment of such amount to a later date and (b) the cash payment at or prior to maturity of any amount previously deferred pursuant to clause (a)) or principal at Stated Maturity; or

     (iv) make any Investment other than a Permitted Investment;

unless, at the time of, and after giving effect to, the proposed Restricted Payment:

     (1) no Default has occurred and is continuing,

     (2) the Company could Incur at least $1.00 of Debt under the Fixed Charge Coverage Ratio test set forth in Section 4.06(a), and

     (3) the aggregate amount expended for all Restricted Payments made on or after the Issue Date would not, subject to paragraph (c), exceed the sum of

     (A) 50% of the aggregate amount of the Consolidated Net Income (or, if the Consolidated Net Income is a loss, minus 100% of the amount of the loss) accrued on a cumulative basis during the period, taken as one accounting period, beginning on the first day of the first fiscal quarter of the Company for which a quarterly or annual report is provided pursuant to Section 4.17 after the Issue Date and ending on the last day of the Company’s most recently completed fiscal quarter for which internal financial statements are available, plus

     (B) subject to paragraph (c), the aggregate net cash proceeds received by the Company (other than from a Subsidiary) after the Issue Date from

     (1) the issuance and sale of its Qualified Equity Interests, including by way of issuance of its

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Disqualified Equity Interests or Debt to the extent since converted into Qualified Equity Interests of the Company, or

     (2) as a contribution to its common equity, plus

     (C) an amount equal to the sum, for all Unrestricted Subsidiaries, of the following:

   (x) the cash return, after the Issue Date, on Investments in an Unrestricted Subsidiary made after the Issue Date pursuant to this paragraph (a) as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income), plus

   (y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the assets less liabilities of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary,

not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments made after the Issue Date by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary pursuant to this paragraph (a), plus

     (D) the cash return, after the Issue Date, on any other Investment made after the Issue Date pursuant to this paragraph (a), as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income), not to exceed the amount of such Investment so made.

     The amount expended in any Restricted Payment, if other than in cash, will be deemed to be the fair market value of the relevant non-cash assets, as determined in good faith by the Board of Directors, whose determination will be conclusive and evidenced by a Board Resolution.

     (b) The foregoing will not prohibit:

     (i) the payment of any dividend within 60 days after the date of declaration thereof if, at the date of declaration, such payment would comply with paragraph (a);

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     (ii) dividends or distributions by a Restricted Subsidiary payable, on a pro rata basis or on a basis more favorable to the Company, to all holders of any class of Capital Stock of such Restricted Subsidiary a majority of which is held, directly or indirectly through Restricted Subsidiaries, by the Company;

     (iii) the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of all or any portion of the Company’s 13% Senior Subordinated Notes due 2013 which are outstanding on the Issue Date with the proceeds of the offering of the Notes and of the offering of the New Senior Subordinated Notes due 2013;

     (iv) the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt with the proceeds of, or in exchange for, Permitted Refinancing Debt, or, in the case of the New Senior Subordinated Notes due 2013, proceeds of, or in exchange for, Permitted Refinancing Debt (or Debt that would be Permitted Refinancing Debt except that it is senior unsecured Debt and therefore would not comply with clause (A) of the definition thereof);

     (v) the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Company or any Restricted Subsidiary in exchange for, or out of the proceeds of a substantially concurrent offering of, Qualified Equity Interests of the Company or of a cash contribution to the common equity of the Company;

     (vi) the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Debt of the Company in exchange for, or out of the proceeds of, a substantially concurrent offering of, Qualified Equity Interests of the Company or of a cash contribution to the common equity of the Company;

     (vii) any Investment made in exchange for, or out of the net cash proceeds of, a substantially concurrent offering of Qualified Equity Interests of the Company or of a cash contribution to the common equity of the Company;

     (viii) the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Company or ACP Holding held by officers, directors or employees or former officers, directors or employees (or their estates or beneficiaries under their estates), upon death, disability, retirement, severance or termination of employment or pursuant to any agreement under which the Equity Interests were issued; provided that the aggregate cash consideration paid therefor after the Issue Date does not

54

exceed an aggregate amount of $1,000,000 in any fiscal year (with unused amounts in any fiscal year being permitted to be carried over for the two succeeding fiscal years);

     (ix) the payment of cash dividends on any Disqualified Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary Incurred after the Issue Date in compliance with Section 4.06;

     (x) the repurchase of any Subordinated Debt at a purchase price not greater than 101% of the principal amount thereof in the event of (x) a change of control pursuant to a provision no more favorable to the holders thereof than Section 4.12 or (y) an Asset Sale pursuant to a provision no more favorable to the holders thereof than Section 4.13, provided that, in each case, prior to the repurchase the Company has made an Offer to Purchase and repurchased all Notes issued under the Indenture that were validly tendered for payment in connection with the Offer to Purchase;

     (xi) the payment of a dividend or distribution by the Company and its Subsidiaries, directly or indirectly, to ACP Holding in an amount sufficient to permit ACP Holding to pay its consolidated, combined or unitary United States federal, state and local tax liabilities relating to the business of the Company and its Subsidiaries, provided that ACP Holding applies the amount of such dividend or distribution for such purpose at approximately such time;

     (xii) payments by the Company to NFC Castings or ACP Holding not to exceed an amount necessary to permit NFC Castings or ACP Holding to (A) make payments in respect to its indemnification obligations owing to directors, officers, or other Persons under NFC Castings’ or ACP Holding’s charter or by-laws or pursuant to written agreements with any such Person, (B) make payments in respect of its other operational expenses (other than taxes) incurred in the ordinary course of business to the extent related to acting as a holding company for the Company, or (C) make payments in respect of indemnification obligations and costs and expenses incurred by ACP Holding in connection with any offering of common stock of ACP Holding; and

     (xiii) any other Restricted Payment, which together with all other Restricted Payments made pursuant to this clause (xiii) on or after the Issue Date, does not exceed $10.0 million; provided, however, that no Restricted Payments may be made pursuant to this clause (xiii) in order to repay, redeem, repurchase, defease or otherwise acquire or retire for value,

55

or make any payment on or with respect to, the New Senior Subordinated Notes due 2013; and

provided that, in the case of clauses (vii), (viii), (ix), (xii) or (xiii), no Default has occurred and is continuing or would occur as a result thereof.

     (c) Proceeds of the issuance of Qualified Equity Interests will be included under clause (iii) of paragraph (a) only to the extent they are not applied as described in clause (v), (vi) or (vii) of paragraph (b). Restricted Payments permitted pursuant to clause (iv), (v), (vi), (vii) or (xi) of paragraph (b) will not be included in making the calculations under clause (iii) of paragraph (a).

     (d) Not later than the date of making any Restricted Payment, the Company will deliver to the Trustee an Officers’ Certificate stating that the Restricted Payment is permitted and setting forth the basis upon which the calculations required by the covenant were calculated, which calculations may be based on the Company’s latest available financial statements, delivered, or required to be delivered, pursuant to Section 4.17.

     Section 4.08 . Limitation on Liens. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur or permit to exist any Lien of any nature whatsoever on any of its properties or assets, whether owned at the Issue Date or thereafter acquired, other than Permitted Liens.

     Section 4.09 . Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any property or asset unless

     (a) the Company or the Restricted Subsidiary would be entitled to

     (i) Incur Debt in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to Section 4.06, and

     (ii) create a Lien on such property or asset securing such Attributable Debt pursuant to Section 4.08,

in which case, the corresponding Debt and Lien will be deemed incurred pursuant to those provisions, and

     (b) the Company complies with Section 4.13 in respect of such transaction.

     Section 4.10 . Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b), the

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Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to

     (i) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,

     (ii) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,

     (iii) make loans or advances to the Company or any other Restricted Subsidiary, or

     (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.

     (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions

     (i) existing on the Issue Date in the Credit Agreement, the Indenture, the Security Documents or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

     (ii) existing under or by reason of applicable law;

     (iii) existing

     (A) with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or

     (B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary,

which encumbrances or restrictions (1) are not applicable to any other Person or the property or assets of any other Person and (2) were not put in place in anticipation of such event and any extensions, renewals,

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replacements or refinancings of any of the foregoing, provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

     (iv) of the type described in clause (a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Company or any Restricted Subsidiary;

     (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, the Restricted Subsidiary that is permitted by Section 4.13;

     (vi) contained in the terms governing any Permitted Refinancing Debt, which terms are, taken as a whole, no less favorable in any material respect to the Noteholders than those contained in the agreements governing the Debt being refinanced, or

     (vii) required pursuant to the Indenture.

     Section 4.11 . Guaranties by Restricted Subsidiaries. If the Company or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Domestic Restricted Subsidiary after the date of the Indenture or acquires or creates any other Restricted Subsidiary and such Restricted Subsidiary guarantees any other Debt of the Company, the new Restricted Subsidiary must provide a Note Guaranty and become a party to the Security Documents (and pledge its assets to the extent they would constitute Collateral pursuant to Section 11.01(b)).

     A Restricted Subsidiary required to provide a Note Guaranty shall execute a supplemental indenture substantially in the form of Exhibit B, and deliver an Opinion of Counsel to the Trustee to the effect that the supplemental indenture has been duly authorized, executed and delivered by the Restricted Subsidiary and constitutes a valid and binding obligation of the Restricted Subsidiary, enforceable against the Restricted Subsidiary in accordance with its terms (subject to customary exceptions).

     Section 4.12 . Repurchase of Notes Upon a Change of Control. Not later than 30 days following a Change of Control, the Company will make an Offer to

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Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase.

     Section 4.13 . Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Sale unless the following conditions are met:

     (a) The Asset Sale is for fair market value, as determined in good faith by the Board of Directors.

     (b) At least 75% of the consideration received by the Company or such Restricted Subsidiary consists of cash received at closing (except in the case of a Permitted Asset Swap); provided however, to the extent that any disposition in such Asset Sale (including in the case of a Permitted Asset Swap) was of Primary Collateral, the non-cash consideration received is pledged as Primary Collateral under the Security Documents substantially simultaneously with such sale, in accordance with the requirements set forth in Section 11.01(b).

For purposes of this clause (b): the assumption by the purchaser of Debt or other obligations (other than Subordinated Debt) of the Company or a Restricted Subsidiary pursuant to a customary novation agreement (unless and to the extent that the assets disposed of in such Asset Sale are Primary Collateral), and instruments or securities received from the purchaser that are promptly, but in any event within 60 days of the closing, converted by the Company to cash, to the extent of the cash actually so received, shall be considered cash received at closing.

     (c) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Net Cash Proceeds may be used

     (i) unless the disposition was of Primary Collateral, to repay Debt under the Credit Agreement in each case owing to a Person other than the Company or any Restricted Subsidiary, or

     (ii) to acquire all or substantially all of the assets of a Permitted Business, or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business, or to make capital expenditures or otherwise acquire long-term assets that are to be used in a Permitted Business; provided that the assets (including Voting Stock) acquired with the Net Cash Proceeds of a disposition of Primary Collateral are pledged as Primary Collateral under the Security Documents substantially simultaneously with such acquisition in accordance with the requirements of the Indenture and provided further, that, in the case of this clause (ii), a binding commitment shall be treated

59

as a permitted application of the Net Cash Proceeds from the date of such commitment if (x) such acquisition or capital expenditure is consummated within 545 days after receipt by the Company or any Restricted Subsidiary of the Net Cash Proceeds of any Asset Sale and (y) if such acquisition or capital expenditure is not consummated within the period set forth in subclause (x), the Net Cash Proceeds not so applied will be deemed to be Excess Proceeds (as defined below);

     (d) The Net Cash Proceeds of an Asset Sale not applied pursuant to clause (c) within the time periods specified therein constitute “Excess Proceeds”. Excess Proceeds of less than $10.0 million will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds $10.0 million, the Company must, within 30 days, make an Offer to Purchase Notes having a principal amount equal to

     (i) accumulated Excess Proceeds, multiplied by

     (ii) a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Debt that is also secured by Collateral on the same basis as the Notes and similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale,

rounded down to the nearest $1,000. The purchase price for the Notes will be 100% of the principal amount plus accrued interest to the date of purchase. Upon completion of the Offer to Purchase, Excess Proceeds will be reset at zero, and any Excess Proceeds remaining after consummation of the Offer to Purchase may be used for any purpose not otherwise prohibited by the Indenture.

     (e) To the extent that any Net Cash Proceeds are from a disposition of Primary Collateral the fair market value of which exceeds $2.5 million in the aggregate, such Net Cash Proceeds will be deposited with the Collateral Agent or the Trustee, as the case may be, and held as Collateral in the Cash Collateral Account pending application pursuant to clause (c) or (d) above, and, in the case of clause (d), released to the Company or the relevant Guarantor if remaining after consummation of the Offer to Purchase.

     Section 4.14 . Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with any Affiliate of the Company or any Restricted Subsidiary (a “Related Party Transaction”), except upon fair and reasonable terms no less

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favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company.

     (b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the Board of Directors who are disinterested in the subject matter of the transaction pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $15.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view.

     (c) The foregoing paragraphs do not apply to

     (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company and any merger of the Company and any direct or indirect parent of the Company; provided, however, that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or intermediate parent companies (which themselves have no other material assets or liabilities) and such merger is otherwise in compliance with the terms of the Indenture and effected for a bona fide business purpose;

     (ii) any reasonable fees, advances and compensation (including incentive compensation) provided to, and indemnity provided on behalf of, officers, directors and employees of NFC Castings, ACP Holding, the Company and its Restricted Subsidiaries as determined in good faith by the Board of Directors of the Company;

     (iii) any Restricted Payments of a type described in paragraphs (a)(i) and (a)(ii) under Section 4.07 if permitted by that covenant;

     (iv) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business;

     (v) transactions pursuant to any contract or agreement in effect on the date of the Indenture, as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a

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whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the date of the Indenture;

     (vi) payment of principal of, and interest on, the Notes held by Affiliates;

     (vii) Debt permitted pursuant to paragraph (b)(ii) under Section 4.06;

     (viii) non-exclusive licenses of intellectual property among the Company and the Restricted Subsidiaries or among the Restricted Subsidiaries;

     (ix) repurchases of the Company’s outstanding 13% Senior Subordinated Notes due 2013 and 11% Senior Secured Notes due 2010 owned by any Permitted Holders on the same terms and conditions as repurchases from other holders thereof, including payment of all related premiums and consent fees;

     (x) any redemption of the New Senior Subordinated Notes due 2013 at a price not greater than 100% of the principal amount thereof, provided that any such redemption is permitted under Section 4.07; or

     (xi) any transaction or series of related transactions with any customer or supplier in the ordinary course of business that are on terms no less favorable than could be obtained in a comparable arms-length transaction with a Person that is not an Affiliate of the Company, which transaction or series of transactions, if their aggregate value exceeds $5.0 million, are approved by a majority of the Board of Directors who are disinterested in the subject matter thereof.

     Section 4.15 . Line of Business. The Company will not, and will not permit any of its Restricted Subsidiaries, to engage in any business other than a Permitted Business, except to an extent that so doing would not be material to the Company and its Restricted Subsidiaries, taken as a whole.

     Section 4.16 . Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary (including a newly acquired or created Subsidiary), other than any entity that owns or operates the facilities that are owned or operated on the Issue Date by the Neenah Foundry Company (but only with respect to the manufacturing facilities located in Neenah, Wisconsin), the Dalton Corporation or Deeter Foundry, Inc., to be an Unrestricted Subsidiary if it meets the following qualifications and the designation would not cause a Default.

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     (i) Such Subsidiary does not own any Capital Stock of the Company or any Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Company or any Restricted Subsidiary.

     (ii) At the time of designation, the designation would be permitted under Section 4.07.

     (iii) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Sections 4.06 and 4.07.

     (iv) The Subsidiary is not party to any transaction or arrangement with the Company or any Restricted Subsidiary that would not be permitted under Section 4.14.

     (v) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results, except to the extent permitted by Sections 4.06 and 4.07.

Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b).

     (b) (i) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the qualifications set forth in paragraph (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in paragraph (d).

     (ii) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default.

     (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,

     (i) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time;

     (ii) all existing Capital Stock or Debt of the Company or a Restricted Subsidiary held by it will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time;

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     (iii) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time;

     (iv) it is released at that time from its Note Guaranty, if any, and any Liens granted by such Restricted Subsidiary will also be released; and

     (v) it will cease to be subject to the provisions of the Indenture as a Restricted Subsidiary.

     (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary,

     (i) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.13;

     (ii) Investments therein previously charged under Section 4.07 will be credited thereunder;

     (iii) it may be required to issue a Note Guaranty pursuant to Section 4.11 and pledge its assets as Collateral for the Notes; and

     (iv) it will thenceforward be subject to the provisions of the Indenture as a Restricted Subsidiary.

     (e) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and an Officer’s Certificate certifying that the designation complied with the foregoing provisions.

     Section 4.17 . Financial Reports. (a) Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company must provide the Trustee and Noteholders within the time periods specified in those sections and the regulations thereunder applicable to a non-accelerated filer with

     (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual information only, a report thereon by the Company’s certified independent accountants, and

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     (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

     In addition, whether or not required by the Commission, the Company will, if the Commission will accept the filing, file a copy of all of the information and reports referred to in clauses (i) and (ii) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations for a non-accelerated filer. In addition, the Company will make the information and reports available to securities analysts and prospective investors upon request.

     (b) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

     (c) All obligors on the Notes will comply with Section 314(a) of the Trust Indenture Act.

     (d) Delivery of these reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

     Section 4.18 . Reports To Trustee.

     (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year a certificate from the principal executive, financial or accounting officer of the Company stating that the officer has conducted or supervised a review of the activities of the Company and its Restricted Subsidiaries and their performance under the Indenture and that, based upon such review, the Company has fulfilled its obligations hereunder or, if there has been a Default, specifying the Default and its nature and status.

     (b) The Company will deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware or should reasonably become aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action which the Company proposes to take with respect thereto.

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     (c) The Company will deliver to the Trustee within 120 days after the end of each fiscal year of the Company a written statement by the Company’s independent public accountants stating whether, in connection with their audit examination, any Default has come to their attention and, if such a Default has come to their attention, specifying the nature and period of the existence thereof; provided, however, that if the Company’s independent public accountants are unable to provide such written statement due to the existence of a rule, regulation or policy prohibiting such accountants from delivering such written statement, then the Company shall not be required to provide such written statement to the Trustee; and

     (d) The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, beginning with the fiscal year ending September 30, 2007, a written Opinion of Counsel as to the continued perfection of the liens of the Security Documents on the Collateral, to the extent required by Section 314(b)(2) of the Trust Indenture Act.

     Section 4.19 . Impairment Of Security Interest; Further Assurances; Collateral Inspections and Reports; Costs and Indemnification.

     (a) Neither the Company nor any of its Restricted Subsidiaries will take any action, or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Noteholders in contravention of the provisions of this Indenture.

     (b) The Company and each of its Restricted Subsidiaries will make, execute, endorse, acknowledge, file, record, register and/or deliver such agreements, documents, instruments, and further assurances (including, without limitation, Uniform Commercial Code financing statements, mortgages, deeds of trust, vouchers, invoices, schedules, confirmatory assignments, conveyances, transfer endorsements, powers of attorney, certificates, real property surveys, reports, landlord waivers, bailee agreements and control agreements), and take such other actions, as may be required under applicable law or as the Trustee or the Collateral Agent may deem reasonably appropriate or advisable to cause the Collateral Requirement to be and remain satisfied and otherwise to create, perfect, preserve or protect the security interest in the Collateral of the secured parties under the Security Documents, all at the Company’s expense.

     (c) Upon request of the Trustee or the Collateral Agent at any time after an Event of Default has occurred and is continuing, the Company will, and will cause its Restricted Subsidiaries to, (i) permit the Trustee or the Collateral Agent or any advisor, auditor, consultant, attorney or representative acting for the Trustee or the Collateral Agent, upon reasonable notice to the Company and

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during normal business hours, to visit and inspect any of the property of the Company and its Restricted Subsidiaries, to review, make extracts from and copy the books and records of the Company and its Restricted Subsidiaries relating to any such property, and to discuss any matter pertaining to any such property with the officers and employees of the Company and its Restricted Subsidiaries, and (ii) deliver to the Trustee or the Collateral Agent such reports, including valuations, relating to any such property or any Lien thereon as the Trustee or such Collateral Agent may request.

     (d) The Company will bear and pay all legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other costs associated with the performance of the obligations of the Company and its Restricted Subsidiaries set forth in this Section 4.19 and also will pay, or promptly reimburse the Trustee and the Collateral Agent for, all costs and expenses incurred by the Trustee or the Collateral Agent in connection therewith, including all reasonable fees and charges of any advisors, auditors, consultants, attorneys or representatives acting for the Trustee or for the Collateral Agent.

ARTICLE 5

Consolidation, Merger or Sale of Assets

     Section 5.01 . Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets. (a) The Company will not

     (i) consolidate with or merge with or into any Person, or

     (ii) sell, convey, transfer, or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person or

     (iii) permit any Person to merge with or into the Company unless

     (A) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture all of the obligations of the Company under the Indenture, the Notes, the Registration Rights Agreement and the Security Documents;

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     (B) immediately after giving effect to the transaction, no Default has occurred and is continuing;

     (C) immediately after giving effect to the transaction on a pro forma basis, the Company or the resulting surviving or transferee Person could Incur at least $1.00 of Debt pursuant to the Fixed Charge Coverage Ratio test set forth under Section 4.06(a); and

     (D) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the Indenture;

provided, that clauses (B) and (C) do not apply (i) to the consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary or the consolidation or merger of a Wholly Owned Restricted Subsidiary with or into the Company, (ii) if, in the good faith determination of the Board of Directors of the Company, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of incorporation of the Company or (iii) to any merger of the Company and any direct or indirect parent of the Company, provided further, in the case of this clause (iii), that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or intermediate parent companies (which themselves have no other material assets or liabilities) and such merger is otherwise in compliance with the terms of the Indenture and effected for a bona fide business purpose.

     (b) The Company shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons.

     (c) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, the Notes, the Registration Rights Agreement and the Security Documents with the same effect as if such successor Person had been named as the Company in the Indenture. Upon such substitution, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under the Indenture, the Notes, the Registration Rights Agreement and the Security Documents.

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     Section 5.02 . Consolidation, Merger or Sale of Assets by a Guarantor. No Guarantor may

     (i) consolidate with or merge with or into any Person, or

     (ii) sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person, or

     (iii) permit any Person to merge with or into the Guarantor unless

     (A) the other Person is the Company or any Wholly Owned Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

     (B) (1) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of the Guarantor under its Note Guaranty, the Registration Rights Agreement and the Security Documents; and

     (2) immediately after giving effect to the transaction, no Default has occurred and is continuing; or

     (C) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Domestic Restricted Subsidiary) otherwise permitted by the Indenture.

ARTICLE 6

Default and Remedies

     Section 6.01 . Events of Default. An “Event of Default” occurs if

     (a) the Company defaults in the payment of the principal of any Note when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise (other than pursuant to an Offer to Purchase);

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     (b) the Company defaults in the payment of interest (including any Additional Interest) on any Note when the same becomes due and payable, and the default continues for a period of 30 days;

     (c) the Company fails to make an Offer to Purchase and thereafter accept and pay for Notes tendered when and as required pursuant to Section 4.12 or Section 4.13, or the Company or any Guarantor fails to comply with Article 5;

     (d) the Company defaults in the performance of or breaches any other covenant or agreement of the Company in the Indenture, under the Notes or in the Security Documents and the default or breach continues for a period of 90 consecutive days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate principal amount of the Notes;

     (e) there occurs with respect to any Debt of the Company or any of its Significant Restricted Subsidiaries having an outstanding principal amount of $15.0 million or more in the aggregate for all such Debt of all such Persons (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or (ii) failure to make a principal payment when due and such defaulted payment is not made, waived or extended within the applicable grace period;

     (f) one or more final judgments or orders for the payment of money are rendered against the Company or any of its Significant Restricted Subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $15.0 million (in excess of amounts which the Company’s insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

     (g) an involuntary case or other proceeding is commenced against the Company or any Significant Restricted Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the Company or any Significant Restricted Subsidiary under the federal bankruptcy laws as now or hereafter in effect;

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     (h) the Company or any of its Significant Restricted Subsidiaries (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any of its Significant Restricted Subsidiaries or for all or substantially all of the property and assets of the Company or any of its Significant Restricted Subsidiaries or (iii) effects any general assignment for the benefit of creditors (an event of default specified in clause (g) or (h) a “bankruptcy default”);

     (i) any Note Guaranty ceases to be in full force and effect, other than in accordance the terms of the Indenture, or a Guarantor denies or disaffirms its obligations under its Note Guaranty; or

     (j) the Liens created by the Security Documents shall at any time not constitute a valid and perfected Lien on any material portion of the Collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation or possession is required by the Indenture or the Security Documents), or, except for expiration in accordance with its terms or amendment, modification, waiver, termination or release in accordance with the terms of the Indenture, any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect, if in either case, such default continues for 30 days after notice, or the enforceability thereof shall be contested by the Company or any Guarantor.

     Section 6.02 . Acceleration. (a) If an Event of Default, other than a bankruptcy default with respect to the Company, occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a bankruptcy default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

     (b) The Holders of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if

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     (i) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by the declaration of acceleration, have been cured or waived, and

     (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

     Section 6.03 . Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of and interest on the Notes or to enforce the performance of any provision of the Notes or the Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.

     Section 6.04 . Waiver of Past Defaults. Except as otherwise provided in Sections 6.02, 6.07 and 9.02, the Holders of a majority in principal amount of the outstanding Notes may, by notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

     Section 6.05 . Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

     Section 6.06 . Limitation on Suits. A Holder may not institute any proceeding, judicial or otherwise, with respect to the Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy under the Indenture or the Notes, unless:

     (a) the Holder has previously given to the Trustee written notice of a continuing Event of Default;

     (b) Holders of at least 25% in aggregate principal amount of outstanding Notes have made written request to the Trustee to institute

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proceedings in respect of the Event of Default in its own name as Trustee under the Indenture;

     (c) such Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

     (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

     (e) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction that is inconsistent with such written request.

     Section 6.07 . Rights of Holders to Receive Payment. Notwithstanding anything to the contrary, the right of a Holder of a Note to receive payment of principal of or interest on its Note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such respective dates, may not be impaired or affected without the consent of that Holder.

     Section 6.08 . Collection Suit by Trustee. If an Event of Default in payment of principal or interest specified in clause (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust for the whole amount of principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent lawful, overdue installments of interest, in each case at the rate specified in the Notes, and such further amount as is sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee hereunder.

     Section 6.09 . Trustee May File Proofs of Claim. The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders allowed in any judicial proceedings relating to the Company or any Guarantor or their respective creditors or property, and is entitled and empowered to collect, receive and distribute any money, securities or other property payable or deliverable upon conversion or exchange of the Notes or upon any such claims. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it

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for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee hereunder. Nothing in the Indenture will be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

     Section 6.10 . Priorities. If the Trustee collects any money pursuant to this Article or receives any money from the Collateral Agent upon foreclosure and sale of any Collateral, it shall pay out the money in the following order:

     First: to the Trustee for all amounts due hereunder;

     Second: to Holders for amounts then due and unpaid for principal of and interest on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest; and

     Third: to the Company or as a court of competent jurisdiction may direct.

     The Trustee, upon written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section.

     Section 6.11 . Restoration of Rights and Remedies. If the Trustee or any Holder has instituted a proceeding to enforce any right or remedy under the Indenture and the proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to the Holder, then, subject to any determination in the proceeding, the Company, any Guarantors, the Trustee and the Holders will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, any Guarantors, the Trustee and the Holders will continue as though no such proceeding had been instituted.

     Section 6.12 . Undertaking for Costs. In any suit for the enforcement of any right or remedy under the Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys fees and expenses, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by a Holder to enforce payment of

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principal of or interest on any Note on the respective due dates, or a suit by Holders of more than 10% in principal amount of the outstanding Notes.

     Section 6.13 . Rights and Remedies Cumulative. No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other right or remedy.

     Section 6.14 . Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

     Section 6.15 . Waiver of Stay, Extension or Usury Laws. The Company and each Guarantor covenants, to the extent that it may lawfully do so, that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company or the Guarantor from paying all or any portion of the principal of, or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Indenture. The Company and each Guarantor hereby expressly waives, to the extent that it may lawfully do so, all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7

The Trustee

     Section 7.01 . General. (a) The duties and responsibilities of the Trustee are as provided by the Trust Indenture Act and as set forth herein. Whether or not expressly so provided, every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to this Article.

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     (b) Except during the continuance of an Event of Default, the Trustee need perform only those duties that are specifically set forth in the Indenture and no others, and no implied covenants or obligations will be read into the Indenture against the Trustee. In case an Event of Default has occurred and is continuing, the Trustee shall exercise those rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

     (c) No provision of the Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct.

     Section 7.02 . Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):

     (a) The Trustee may conclusively rely, and will be fully protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit.

     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel conforming to Section 12.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion.

     (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

     (d) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

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     (e) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 6.05 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under the Indenture.

     (f) The Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

     (g) No provision of the Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.

     (h) In no event shall the Trustee be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

     (i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

     (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

     Section 7.03 . Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6):

     (a) “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and

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     (b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

     Section 7.04 . Trustee’s Disclaimer. The Trustee (a) makes no representation as to the validity or adequacy of the Indenture, the Security Documents or the Notes, (b) is not accountable for the Company’s use or application of the proceeds from the Notes and (c) is not responsible for any statement in the Notes other than its certificate of authentication.

     Section 7.05 . Notice of Default. If any Default occurs and is continuing and is known to the Trustee, the Trustee will send notice of the Default to each Holder within 90 days after it occurs, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any Note, the Trustee may withhold the notice if and so long as a trust committee of directors of the Trustee in good faith determines that withholding the notice is in the interest of the Holders. Notice to Holders under this Section will be given in the manner and to the extent provided in Trust Indenture Act Section 313(c).

     Section 7.06 . Reports by Trustee to Holders. Within 60 days after each May 15, beginning with May 15, 2007, the Trustee will mail to each Holder, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15, if required by Trust Indenture Act Section 313(a), and file such reports with each stock exchange upon which its Notes are listed and with the Commission as required by Trust Indenture Act Section 313(d).

     Section 7.07 . Compensation And Indemnity. (a) The Company will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a Trustee of an express trust. The Company will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and counsel.

     (b) Each of the Company and the Guarantors, jointly and severally, will indemnify the Trustee for, and hold it harmless against, any loss, claim, damage

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or liability or expense incurred by it without negligence or bad faith on its part arising out of or in connection with the acceptance or administration of the Indenture and its duties under the Indenture and the Notes, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under the Indenture and the Notes.

     (c) To secure the Company’s payment obligations in this Section, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, and interest on, particular Notes. The benefits of this Section shall survive the termination of this Indenture.

     Section 7.08 . Replacement of Trustee. (a)(i) The Trustee may resign at any time by written notice to the Company.

     (ii) The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by written notice to the Trustee and the Company.

     (iii) If the Trustee is no longer eligible under Section 7.10 or in the circumstances described in Trust Indenture Act Section 310(b), any Holder that satisfies the requirements of Trust Indenture Act Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

     (iv) The Company may remove the Trustee if: (A) the Trustee is no longer eligible under Section 7.10; (B) the Trustee is adjudged a bankrupt or an insolvent; (C) a receiver or other public officer takes charge of the Trustee or its property; or (D) the Trustee becomes incapable of acting.

A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

     (b) If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Notes may appoint a successor Trustee with the consent of the Company. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. If the successor Trustee does not deliver its written acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount

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of the outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

     (c) Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company, (i) the retiring Trustee will transfer, upon payment of its fees and expenses hereunder, all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee under the Indenture. Upon request of any successor Trustee, the Company will execute any and all instruments for fully and vesting in and confirming to the successor Trustee all such rights, powers and trusts. The Company will give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders, and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office.

     (d) Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 will continue for the benefit of the retiring Trustee.

     (e) The Trustee agrees to give the notices provided for in, and otherwise comply with, Trust Indenture Act Section 310(b).

     Section 7.09 . Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act will be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee in the Indenture.

     Section 7.10 . Eligibility. The Indenture must always have a Trustee that satisfies the requirements of Trust Indenture Act Section 310(a) and has a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.

     Section 7.11 . Money Held in Trust. The Trustee will not be liable for interest on any money received by it except as it may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8.

     Section 7.12 . Collateral Agent. (a) The Trustee is hereby appointed to act as the Collateral Agent under the Security Documents, with such powers, rights and obligations as are expressly delegated to the Collateral Agent by the

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terms of this Indenture and by the Security Documents. The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution meets the requirements of Section 7.10. The Collateral Agent, acting in its capacity as such, shall have only such duties with respect to the Collateral as are set forth in the Security Documents.

     (b) Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent (if other than the Trustee) may resign at any time by notifying the Trustee and the Company. Upon any such resignation, the Trustee shall have the right to appoint a successor Collateral Agent. If no successor shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements of Section 7.10 and shall accept and comply in all material respects with the Security Documents, including without limitation the maintenance of an office and the Cash Collateral Account in the State of New York. Upon a successor’s acceptance of its appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder and under the Security Documents, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Security Documents. If the Trustee shall be acting at any time as the Collateral Agent, then it will be deemed to have resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.08, and the successor Trustee shall select (or may act as) the replacement Collateral Agent.

     (c) At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Security Documents.

ARTICLE 8

Defeasance and Discharge

     Section 8.01 . Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s obligations under the Notes, the Indenture and the Security Documents to which it is a party, and each Guarantor’s obligations under its Note Guaranty and the Security Documents to which it is a party, will terminate, and the Collateral shall be released from the Liens thereunder, if:

     (i) all Notes previously authenticated and delivered (other than (A) destroyed, lost or stolen Notes that have been replaced or (B) Notes

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that are paid pursuant to Section 4.01 or (C) Notes for whose payment money or U.S. Government Obligations have been held in trust and then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or

     (ii) (A) the Notes mature within sixty days, or all of them are to be called for redemption within sixty days under arrangements satisfactory to the Trustee for giving the notice of redemption,

     (B) the Company irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the Holders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment, to pay principal of and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder,

     (C) no Default has occurred and is continuing on the date of the deposit,

     (D) the deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and

     (E) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with.

     (b) After satisfying the conditions in clause(a)(i), only the Company’s obligations under Section 7.07 will survive. After satisfying the conditions in clause (a)(ii), only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes, the Indenture and the Security Documents other than the surviving obligations.

     Section 8.02 . Legal Defeasance. After the 123rd day following the deposit referred to in clause (a) of this Section 8.02, the Company will be deemed

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to have paid and will be discharged from its obligations in respect of the Notes, the Security Documents to which it is a party and the Indenture, other than its obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06, and each Guarantor’s obligations under its Note Guaranty and the Security Documents to which it is a party will terminate, and the Collateral shall be released from the Liens thereunder, provided the following conditions have been satisfied:

     (a) The Company has irrevocably deposited in trust with the Trustee, as trust funds solely for the benefit of the Holders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate thereof delivered to the Trustee, without consideration of any reinvestment, to pay principal of and interest on the Notes to maturity or redemption, as the case may be, provided that any redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee.

     (b) No Default has occurred and is continuing on the date of the deposit or occurs at any time during the 123-day period following the deposit.

     (c) The deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound.

     (d) The Company has delivered to the Trustee

     (i) either (x) a ruling received from the Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case or (y) an Opinion of Counsel, based on a change in law after the date of the Indenture, to the same effect as the ruling described in clause (x), and

     (ii) an Opinion of Counsel to the effect that (A)) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) the Holders have a valid first priority security interest in the trust funds (subject to customary exceptions), and (C) after the passage of 123 days following the deposit, the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law.

     (e) If the Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the deposit and defeasance will not cause the Notes to be delisted.

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     (f) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance have been complied with.

     Prior to the end of the 123-day period, none of the Company’s obligations under the Indenture will be discharged. Thereafter, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture except for the surviving obligations specified above.

     Section 8.03 . Covenant Defeasance. After the 123rd day following the deposit referred to in clause (a) of Section 8.02, the Company’s obligations set forth in the Security Documents to which it is a party and in Sections 4.06 through 4.17, inclusive and clauses (C) and (D) of Section 5.01(a) of the Indenture, and each Guarantor’s obligations under its Note Guaranty and the Security Documents to which it is a party, will terminate, and clauses (c), (d), (e), (f), (i) and (j) of Section 6.01 of the Indenture will no longer constitute Events of Default, provided the following conditions have been satisfied:

     (a) The Company has complied with clauses (a), (b), (c), (d)(ii), (e) and (f) of Section 8.02; and

     (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case.

     Except as specifically stated above, none of the Company’s obligations under the Indenture will be discharged.

     Section 8.04 . Application of Trust Money. Subject to Section 8.05, the Trustee will hold in trust the money or U.S. Government Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, and apply the deposited money and the proceeds from deposited U.S. Government Obligations to the payment of principal of and interest on the Notes in accordance with the Notes and the Indenture. Such money and U.S. Government Obligations need not be segregated from other funds except to the extent required by law.

     Section 8.05 . Repayment to Company. Subject to Sections 7.07, 8.01, 8.02 and 8.03, the Trustee will promptly pay to the Company upon request any excess money held by the Trustee at any time and thereupon be relieved from all liability with respect to such money. The Trustee will pay to the Company upon request any money held for payment with respect to the Notes that remains unclaimed for two years, provided that before making such payment the Trustee

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may at the expense of the Company publish once in a newspaper of general circulation in New York City, or send to each Holder entitled to such money, notice that the money remains unclaimed and that after a date specified in the notice (at least 30 days after the date of the publication or notice) any remaining unclaimed balance of money will be repaid to the Company. After payment to the Company, Holders entitled to such money must look solely to the Company for payment, unless applicable law designates another Person, and all liability of the Trustee with respect to such money will cease.

     Section 8.06 . Reinstatement. If and for so long as the Trustee is unable to apply any money or U.S. Government Obligations held in trust pursuant to Section 8.01, 8.02 or 8.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under the Indenture and the Notes will be reinstated as though no such deposit in trust had been made. If the Company makes any payment of principal of or interest on any Notes because of the reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held in trust.

ARTICLE 9

Amendments, Supplements and Waivers

     Section 9.01 . Amendments Without Consent of Holders. The Company and the Trustee (and in the case of the Security Documents, the Collateral Agent) may amend or supplement the Indenture, the Security Documents and/or the Notes without notice to or the consent of any Noteholder

     (a) to cure any ambiguity, defect or inconsistency or conform any provision to the “Description of Notes” set forth in the Offering Circular;

     (b) to comply with Article 5;

     (c) to comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act;

     (d) to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee;

     (e) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;

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     (f) to provide for any Guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by the Indenture;

     (g) to provide for or confirm the issuance of Additional Notes; or

     (h) to make any other change that does not materially and adversely affect the rights of any Holder.

     In addition, the Company may amend the Security Documents to secure additional Debt to be Incurred by the Company or a Guarantor by Liens on the Collateral pursuant to the Security Documents if such Debt is permitted to be Incurred and secured by such Liens under the Indenture.

     Section 9.02 . Amendments With Consent of Holders. (a) Except as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the Company and the Trustee (and, in the case of any Security Document, the Collateral Agent) may amend or supplement the Indenture, the Security Documents and/or the Notes with the written consent of the Holders of a majority in principal amount of the outstanding Notes and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Company with any provision of the Indenture, the Security Documents or the Notes.

     (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected, an amendment or waiver may not

     (i) reduce the principal amount of or change the Stated Maturity of any installment of principal of any Note,

     (ii) reduce the rate of or change the Stated Maturity of any interest payment on any Note,

     (iii) reduce the amount payable upon the redemption of any Note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed,

     (iv) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder,

     (v) make any Note payable in money other than that stated in the Note,

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     (vi) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment,

     (vii) make any change in the percentage of the principal amount of the Notes required for amendments or waivers,

     (viii) modify or change any provision of the Indenture affecting the ranking of the Notes or any Note Guaranty in a manner adverse to the Holders of the Notes,

     (ix) make any change in any Note Guaranty that would adversely affect the Noteholders, or effect a release of all or substantially all of the Collateral, or

     (x) make any change in the provisions of the Security Documents dealing with the application of the proceeds of Collateral from the Lien under the Indenture and the Security Documents with respect to the Notes that would adversely affect the Noteholders;

provided that the provisions of Section 4.12 and Section 4.13 may, except as provided above, be amended or waived with the consent of Holders holding not less than 66 2/3% in aggregate principal amount of the Notes.

     (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

     (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

     Section 9.03 . Effect of Consent. (a) After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it is of the type requiring the consent of each Holder affected. If the amendment, supplement or waiver is of the type requiring the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it

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and every subsequent Holder of a Note that evidences the same debt as the Note of the consenting Holder.

     (b) If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of the changed terms on the Note and return it to the Holder, or exchange it for a new Note that reflects the changed terms. The Trustee may also place an appropriate notation on any Note thereafter authenticated. However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Notes in this fashion.

     Section 9.04 . Trustee’s Rights and Obligations. The Trustee shall be provided with, and will be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article is authorized or permitted by the Indenture. If the Trustee has received such an Opinion of Counsel, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Trustee. The Trustee may, but is not obligated to, execute any amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under the Indenture.

     Section 9.05 . Conformity With Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

     Section 9.06 . Payments for Consents. Neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture, the Notes or any Security Document unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

ARTICLE 10

Guaranties

     Section 10.01 . The Guaranties. Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, on a secured basis, to the Holders and to the Trustee the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of,

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premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under the Indenture. Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Indenture.

     Section 10.02 . Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:

     (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture, any Security Document or any Note, by operation of law or otherwise;

     (2) any modification or amendment of or supplement to the Indenture, any Security Document or any Note;

     (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture, any Security Document or any Note;

     (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

     (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture, any Security Document or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other amount payable by the Company under the Indenture; or

     (6) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

     Section 10.03 . Discharge; Reinstatement. Each Guarantor’s obligations hereunder will remain in full force and effect until the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company

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under the Indenture have been paid in full. If at any time any payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.

     Section 10.04 . Waiver by the Guarantors. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.

     Section 10.05 . Subrogation and Contribution. Upon making any payment with respect to any obligation of the Company under this Article, the Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that the Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.

     Section 10.06 . Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Company under the Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of the Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee or the Holders.

     Section 10.07 . Limitation on Amount of Guaranty. Notwithstanding anything to the contrary in this Article, each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guaranty of such Guarantor not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under its Note Guaranty are limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent transfer provisions of the United States Bankruptcy Code or any comparable provision of state law.

     Section 10.08 . Execution and Delivery of Guaranty. The execution by each Guarantor of the Indenture (or a supplemental indenture substantially in the form of Exhibit B) evidences the Note Guaranty of such Guarantor, whether or

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not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guaranty set forth in the Indenture on behalf of each Guarantor.

     Section 10.09 . Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon

     (a) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture,

     (b) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, or

     (c) defeasance or discharge of the Notes, as provided in Article 8.

     Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

ARTICLE 11

Security Arrangements

     Section 11.01 . Security. (a) In order to secure the Obligations of the Company under this Indenture and the Notes, the Company will execute and deliver to the Trustee on or prior to the Issue Date each Security Document to which it is or is to be a party that is intended to be effective upon the Issue Date and create the Liens intended to be created thereunder, with the priority set forth therein and in the Intercreditor Agreement, on the Collateral. In order to secure the Obligations of each Guarantor under its Note Guaranty, this Indenture and the Notes, each Guarantor will execute and deliver to the Trustee prior to the Issue Date each Security Document to which it is or is to be a party that is intended to be effective upon the Issue Date and create the Liens intended to be created thereunder, with the priority set forth therein and in the Intercreditor Agreement, on the Collateral.

     (b) Within 30 days after (i) any Restricted Subsidiary becomes a Guarantor in accordance with Section 4.11 or (ii) the Company or any Guarantor acquires any material property that is not automatically subject to a perfected security interest under the Security Documents, the Company or Guarantor shall

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notify the Collateral Agent thereof and, in each case at the sole cost and expense of the Company or Guarantor, execute and deliver to the Collateral Agent such mortgages, security agreement supplements and other documentation (in form and scope, and covering such Collateral on such terms, in each case consistent with the mortgages, security agreements and other security documents in effect on the Issue Date), and take such additional actions (including any of the actions described in Section 4.19(b)), as the Collateral Agent may deem reasonably appropriate or advisable to create and fully perfect in favor of the secured parties under the Security Documents a valid and enforceable security interest in (and in the case of real property, mortgage lien on) such Collateral, which shall be free of any other Liens except for Permitted Liens (including, in the case of the Secondary Collateral, the first-priority Lien of the holders of Bank Obligations). Any security interest provided pursuant to this Section 11.01(b) shall be accompanied with such Opinions of Counsel to the Company as customarily given by Company’s counsel in the relevant jurisdiction, in form and substance customary for such jurisdiction and substantially consistent with that provided to the lenders under the Credit Agreement. In addition, the Company shall deliver an Officers’ Certificate to the Collateral Agent certifying that the necessary measures have been taken to perfect the security interest in such property.

     (c) The Company and the Guarantors shall comply with all covenants and agreements contained in the Security Documents.

     (d) Each Holder, by accepting a Note, agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of the Indenture and the Security Documents.

     (e) As among the Holders, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of differences in time of issuance, sale or otherwise, as security for the Obligations under this Indenture and the Notes.

     (f) To the extent applicable, the Company will comply with Section 313(b) of the Trust Indenture Act, relating to reports, and Section 314(d) of the Trust Indenture Act, relating to the release of property and to the substitution therefor of any property to be pledged as Collateral for the Notes. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an Officer of the Company except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Company and its Subsidiaries will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of outside counsel,

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that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral.

     Section 11.02 . Cash Collateral Account. (a) The Company and the Guarantors shall deposit in the Cash Collateral Account the Net Cash Proceeds from any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or other dispositions) of Primary Collateral having an aggregate fair market value of more than $2.5 million.

     (b) All Casualty Proceeds received by the Collateral Agent, the Company or any Guarantor in respect of Primary Collateral shall be applied as follows:

     (i) if the amount of such Casualty Proceeds is less than $2,500,000, such Casualty Proceeds shall be retained by the Company or the relevant Guarantor, as the case may be, and used to restore, repair, replace (including with an asset of like kind) or rebuild the asset in respect of which such Casualty Proceeds were received (to the extent required by the applicable Security Document) or otherwise such Proceeds may be used in accordance with Section 4.13(c) or Section 4.13(d); and

     (ii) if the amount of such Casualty Proceeds is equal to or greater than $2,500,000, such Casualty Proceeds shall be deposited and held in the Cash Collateral Account and be released from that account as provided in Section 11.02(c) below.

     (c) Amounts held in the Cash Collateral Account may only be released to the Company or the applicable Guarantor for use as permitted by Section 4.13(c) or Section 4.13(d) and, in the case of Section 4.13(d), will be released to the Company or the applicable Guarantor if remaining after the consummation of the Offer to Purchase.

     (d) Notwithstanding the foregoing, the Company will not be required to deposit any Casualty Proceeds to the extent that it furnishes the Collateral Agent and the Trustee with an Officers’ Certificate certifying that it has invested an amount in compliance with Section 4.13(c) or Section 4.13(d) equal to, or in excess of, the amount of such proceeds in anticipation of receipt of such funds.

     (e) The Company and Guarantors will be required to comply with the requirements of Section 11.05 before any Collateral held in the Cash Collateral Account may be released from the Lien of the Security Documents.

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     Section 11.03 . Authorization of Actions to be Taken.

     (a) The Trustee is authorized and empowered to enter into the Security Documents, whether as Trustee or Collateral Agent, and to receive for the benefit of the Holders of Notes any funds collected or distributed under the Security Documents to which the Trustee is a party and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture.

     (b) Subject to the provisions of Article 7 and the Intercreditor Agreement, the Trustee, in its sole discretion and without the consent of the Holders of Notes, may, or at the direction of the Holders of a majority in principal amount of the Notes then outstanding, the Trustee shall, direct on behalf of the Holders of Notes, the Collateral Agent to take all actions it deems necessary or appropriate in order to:

     (1) foreclose upon and take possession of all Collateral pursuant to, or take any other action to enforce, the provisions of the Security Documents;

     (2) enforce any of the terms of the Intercreditor Agreement and the Security Documents to which the Trustee or the Collateral Agent is a party; or

     (3) collect and receive payment of all obligations in respect of the Notes, the Note Guaranties and this Indenture.

Subject to the Intercreditor Agreement and Article 7, the Trustee is authorized and empowered to institute and maintain such suits and proceedings as it may deem expedient to protect or enforce the Liens on the Collateral or the other rights under the Security Documents to which the Trustee or the Collateral Agent is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of such Security Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Liens or other rights under such Security Documents or hereunder or be prejudicial to the interests of Holders or the Trustee.

     Section 11.04 . Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company, a Guarantor or the Collateral Agent under any Security Document for consent or approval with

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respect to any matter or thing relating to any Collateral or the Company’s or such Guarantor’s obligations with respect thereto, (ii) there shall be due to or from the Trustee or the Collateral Agent under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Trustee shall become aware of any nonperformance by the Company or a Guarantor of any covenant or any breach of any representation or warranty of the Company or such Guarantor set forth in any Security Document, then, in each such event, the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Collateral Agent to respond, to such request or render any requested performance or respond, or direct the Collateral Agent to respond, to such nonperformance or breach; provided that the Trustee’s right to direct the Collateral Agent to respond shall be subject to the terms of the Security Documents. The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by the Holders of a majority in principal amount of the outstanding Notes.

     Section 11.05. Release of Liens. (a) The Liens on the Collateral securing the Notes will be released:

     (i) upon payment in full of principal, interest and all other Obligations on the Notes issued under the Indenture or discharge or defeasance thereof (in accordance with Article 8);

     (ii) upon release of a Note Guaranty (with respect to the Liens securing such Note Guaranty granted by such Guarantor); and

     (iii) in connection with any disposition of Collateral to any Person other than the Company or any of its Restricted Subsidiaries (but excluding any transaction subject to Section 5.01) that is permitted by the Indenture (with respect to the Lien on such Collateral).

     (b) Upon delivery to the Trustee of an Officers’ Certificate requesting execution of an instrument confirming the release of the Liens pursuant to Section 11.05(a), accompanied by:

     (1) an Opinion of Counsel confirming that such release is permitted by Section 11.05(a);

     (2) all instruments requested by the Company to effectuate or confirm such release; and

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     (3) such other certificates and documents as the Trustee may reasonably request to confirm the matters set forth in Section 11.05(a),

the Trustee will, if such instruments and confirmation are reasonably satisfactory to the Trustee, promptly execute and deliver, such instruments.

     (c) All instruments effectuating or confirming any release of any Liens will have the effect solely of releasing such Liens as to the Collateral described therein, on customary terms and without any recourse, representation, warranty or liability whatsoever.

     (d) The Company will bear and pay all costs and expenses associated with any release of Liens pursuant to this Section 11.05, including all reasonable fees and disbursements of any attorneys or representatives acting for the Trustee or for the Collateral Agent.

     (e) Any release of Collateral in accordance with the provisions of this Indenture, the Security Documents and the Trust Indenture Act will not be deemed to impair the security under this Indenture, and any engineer or appraiser may rely on this Section 11.05(e) in delivering a certificate requesting release so long as all other provisions of this Indenture and the Trust Indenture Act with respect to such release have been complied with.

     Section 11.06 . Agreement for the Benefit of Holders of First Priority Liens. The Trustee and each Holder of Notes by accepting a Note agrees, that:

     (a) The Second Priority Liens are, to the extent and in the manner provided in the Intercreditor Agreement, subject to and subordinate in ranking to all present and future First Priority Liens; and the Intercreditor Agreement will be enforceable by the holders of First Priority Liens, for the benefit of the holders of Obligations secured thereby, until the satisfaction pursuant to the terms thereof of all such Obligations outstanding at the time of such release.

     (b) Without the necessity of any consent of the Trustee or any Holder of the Notes, the holders of the Bank Obligations may change, waive, modify or vary any Security Document relating to Secondary Collateral with respect to which such holders have a First Priority Lien, subject to the limitations set forth in the Intercreditor Agreement; provided, that the Trustee shall be given notice of any such change, waiver, modification or variance.

     (c) As among the agent under the Credit Agreement, the Trustee and the Holders of the Notes and the holders of the Bank Obligations, the holders of the Bank Obligations and the agent under the Credit Agreement will have the sole ability to control and obtain remedies with respect to all Secondary Collateral

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without the necessity of any consent or of any notice to the Trustee, or any such Holder, subject to the limitations set forth in the Intercreditor Agreement.

     (d) Any or all Liens as set forth in, and granted under the Security Documents relating to the Secondary Collateral for the benefit of the Holders will be automatically (to the extent permitted by law) and simultaneously released, without the necessity of any consent of the Trustee or any Holders, upon a release of the First Priority Liens on such Collateral, subject to the exceptions set forth in the Intercreditor Agreement.

     Section 11.07 . Notes And Note Guaranties Not Subordinated. The provisions of Sections 11.06 and 11.07 are intended solely to set forth the relative ranking, as Liens, of the Second Priority Liens as against the First Priority Liens. The Notes and the Note Guaranties are senior unsubordinated obligations of the Company and the Guarantors. Neither the Notes and the Note Guaranties nor the exercise or enforcement of any right or remedy for the payment or collection thereof (other than the exercise of rights and remedies in respect of the Collateral, which are subject to the Intercreditor Agreement) are intended to be, or will ever be by reason of the provisions of Sections 11.06 and 11.07, in any respect subordinated, deferred, postponed, restricted or prejudiced.

ARTICLE 12

Miscellaneous

     Section 12.01 . Trust Indenture Act of 1939. The Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.

     Section 12.02 . Noteholder Communications; Noteholder Actions. (a) The rights of Holders to communicate with other Holders with respect to the Indenture or the Notes are as provided by the Trust Indenture Act, and the Company and the Trustee shall comply with the requirements of Trust Indenture Act Sections 312(a) and 312(b). Neither the Company nor the Trustee will be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

     (b) (i) Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided by this Indenture to be given or taken by a Holder (an “act”) may be evidenced by an instrument signed by the Holder delivered to the Trustee. The fact and date of the execution of the instrument, or the authority of the person executing it, may be proved in any manner that the Trustee deems sufficient.

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     (ii) The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.

     (c) Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears on the Note. Subject to paragraph (d), a Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective.

     (d) The Company may, but is not obligated to, fix a record date (which need not be within the time limits otherwise prescribed by Trust Indenture Act Section 316(c)) for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of default, any declaration or acceleration or any other remedies or other consequences of the Event of Default. If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No act will be valid or effective for more than 90 days after the record date.

     Section 12.03 . Notices. (a) Any notice or communication to the Company will be deemed given if in writing (i) when delivered in person or (ii) five days after mailing when mailed by first class mail, or (iii) when sent by facsimile transmission, with transmission confirmed. Notices or communications to a Guarantor will be deemed given if given to the Company. Any notice to the Trustee will be effective only upon receipt. In each case the notice or communication should be addressed as follows:

     if to the Company:

Neenah Foundry Company
2121 Brooks Avenue
P.O. Box 729
Neenah, Wisconsin 54957
Attention: William M. Barrett
Fax: (920) 729-3633

     if to the Trustee:

The Bank of New York Trust Company, N.A.
2 North LaSalle Street

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Suite 1020
Chicago, IL 60602
Attention: Corporate Trust Administration
Fax: (312) 827-8542

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

     (b) Except as otherwise expressly provided with respect to published notices, any notice or communication to a Holder will be deemed given when mailed to the Holder at its address as it appears on the Register by first class mail or, as to any Global Note registered in the name of DTC or its nominee, as agreed by the Company, the Trustee and DTC. Copies of any notice or communication to a Holder, if given by the Company, will be mailed to the Trustee at the same time. Defect in mailing a notice or communication to any particular Holder will not affect its sufficiency with respect to other Holders.

     (c) Where the Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice. Waivers of notice by Holders must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers.

     Section 12.04 . Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under the Indenture, the Company will furnish to the Trustee:

     (a) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the proposed action have been complied with; and

     (b) an Opinion of Counsel stating that all such conditions precedent have been complied with.

     Section 12.05 . Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in the Indenture must include:

     (a) a statement that each person signing the certificate or opinion has read the covenant or condition and the related definitions;

     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in the certificate or opinion is based;

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     (c) a statement that, in the opinion of each such person, that person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with, provided that an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact.

     Section 12.06 . Payment Date Other Than a Business Day. If any payment with respect to a payment of any principal of, premium, if any, or interest on any Note (including any payment to be made on any date fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no interest will accrue for the intervening period.

     Section 12.07 . Governing Law. The Indenture, including any Note Guaranties, and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

     Section 12.08 . No Adverse Interpretation of Other Agreements. The Indenture may not be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the Company, and no such indenture or loan or debt agreement may be used to interpret the Indenture.

     Section 12.09 . Successors. All agreements of the Company or any Guarantor in the Indenture and the Notes will bind its successors. All agreements of the Trustee in the Indenture will bind its successor.

     Section 12.10 . Duplicate Originals. The parties may sign any number of copies of the Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     Section 12.11 . Separability. In case any provision in the Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

     Section 12.12 . Table of Contents and Headings. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of the Indenture have been inserted for convenience of reference only, are not to be considered a

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part of the Indenture and in no way modify or restrict any of the terms and provisions of the Indenture.

     Section 12.13 . No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders. No director, officer, employee, incorporator, member or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or such Guarantor under the Notes, any Note Guaranty, the Indenture or any Security Document or for any claim based on, in respect of, or by reason of, such obligations. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

     Section 12.14 . Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 12.15 . Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have caused the Indenture to be duly executed as of the date first written above.

NEENAH FOUNDRY COMPANY as Issuer
By:	/s/ Gary W. LaChey
	Name:	Gary W. LaChey
	Title:	Corporate Vice President - Finance and Chief Financial Officer

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THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee
By:	/s/ Roxane Ellwanger
	Name:	Roxane Ellwanger
	Title:	Assistant Vice President

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ADVANCED CAST PRODUCTS, INC. DALTON CORPORATION DALTON CORPORATION, WARSAW          MANUFACTURING FACILITY DALTON CORPORATION, STRYKER MACHINING          FACILITY CO. DALTON CORPORATION, ASHLAND          MANUFACTURING FACILITY DALTON CORPORATION, KENDALLVILLE          MANUFACTURING FACILITY DEETER FOUNDRY, INC. GREGG INDUSTRIES, INC. MERCER FORGE CORPORATION A&M SPECIALTIES, INC. NEENAH TRANSPORT, INC. CAST ALLOYS, INC. BELCHER CORPORATION PEERLESS CORPORATION Acting on behalf of each of the Guarantors
By:	/s/ Gary W. LaChey
	Name:	Gary W. LaChey
	Title:	Corporate Vice President - Finance and Chief Financial Officer

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EXHIBIT A

[FACE OF NOTE]

NEENAH FOUNDRY COMPANY

9¹/₂ % Senior Secured Note Due 2017

	[CUSIPNo.] [CINS]
No.		$

     NEENAH FOUNDRY COMPANY, a Wisconsin corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of [         ] DOLLARS ($[         ]) [or such other amount as indicated on the Schedule of Exchange of Notes attached hereto] on January 1, 2017.

     [Initial]¹ Interest Rate: 9¹/₂ % per annum.

     Interest Payment Dates: January 1 and July 1, commencing July 1, 2007.

     Regular Record Dates: December 15 and June 15.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

¹ For Initial Notes or Initial Additional Notes only.

A-1

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.

Date:	NEENAH FOUNDRY COMPANY
	By:	Name:
		Title:

A-2

(Form of Trustee’s Certificate of Authentication)

     This is one of the 9¹/₂ % Senior Secured Notes Due 2017 described in the Indenture referred to in this Note.

The Bank of New York Trust Company,
N.A., as Trustee
By:	Authorized Signatory

A-3

[REVERSE SIDE OF NOTE]

NEENAH FOUNDRY COMPANY

9¹/₂ % Senior Secured Notes Due 2017

1. Principal and Interest.

     The Company promises to pay the principal of this Note on January 1, 2017.

     The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 9 ½ % per annum [(subject to adjustment as provided below)]¹.

     Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing July 1, 2007.

     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated December 29, 2006, between the Company and the Initial Purchaser named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).²

     Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]³ (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date].⁴ Interest will be computed on the basis of a 360-day year of twelve 30-day months.

     The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1% in excess of 9½%. Interest not paid when due and any interest on principal, premium or interest not

1	Include only for Initial Note or Initial Additional Note.
2	Include only for Initial Note or Initial Additional Note.
3	Include only for Exchange Note.
4	For Additional Notes, should be the date of their original issue.

A-4

paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

2. Indentures; Note Guaranty.

     This is one of the Notes issued under an Indenture dated as of December 29, 2006 (as amended from time to time, the “Indenture”), among the Company, the Guarantors party thereto and The Bank of New York Trust Company, N.A., as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.

     The Notes are general obligations of the Company, secured by Liens on the Collateral pursuant to the Security Documents. The Indenture limits the original aggregate principal amount of the Notes to $225,000,000, but Additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class. This Note is guaranteed as set forth in the Indenture.

3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

     This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note.

     If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture, the Notes and the Security Documents or may be discharged from certain of its obligations under certain provisions of the Indenture.

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4. Registered Form; Denominations; Transfer; Exchange.

     The Notes are in registered form without coupons in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

5. Defaults and Remedies.

     If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

6. Amendment and Waiver.

     Subject to certain exceptions, the Indenture, the Notes and the Security Documents may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee (and in the case of the Security Documents, the Collateral Agent) may amend or supplement the Indenture, the Notes or the Security Documents to, among other things, cure any ambiguity, defect or inconsistency if such amendment or supplement does not adversely affect the interests of the Holders in any material respect.

7. Authentication.

     This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

8. Governing Law.

     This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

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9. Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

     The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

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[FORM OF TRANSFER NOTICE]

     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

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[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

     In connection with any transfer of this Note occurring prior to                     , the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

o      (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.

o      (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.

or

o      (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

     If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:
		Seller
		By
	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

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Signature Guarantee:5
	By
	To be executed by an executive officer

⁵ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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OPTION OF HOLDER TO ELECT PURCHASE

     If you wish to have all of this Note purchased by the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, check the box: o

     If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, state the amount (in original principal amount) below:

          $                    .

Date:                    

Your Signature:                                        

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:¹                                         

By                                         
To be executed by an executive officer

¹ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-11

SCHEDULE OF EXCHANGES OF NOTES¹

The following exchanges of a part of this Global Note for Certificated Notes or a part of another Global Note have been made:

			Principal amount of
			this Global Note
	Amount of decrease	Amount of increase	following such	Signature of
	in principal amount	in principal amount	decrease (or	authorized officer of
Date of Exchange	of this Global Note	of this Global Note	increase)	Trustee

¹ For Global Notes

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EXHIBIT B

SUPPLEMENTAL INDENTURE

dated as of                     , ___

among

NEENAH FOUNDRY COMPANY,

[The Guarantor(s) Party Hereto]

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee

[      ]% Senior Secured Notes due 2017

     THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of                     , ___, among NEENAH FOUNDRY COMPANY, a Wisconsin corporation (the “Company”), [insert each Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (each an “Undersigned”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).

RECITALS

     WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of December 29, 2006 (the “Indenture”), relating to the Company’s Notes (as defined in the Indenture);

     WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed that if the Company or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Domestic Restricted Subsidiary after the date of the Indenture or acquires or creates any other Restricted Subsidiary and such Restricted Subsidiary guarantees any other Debt of the Company, the new Restricted Subsidiary must provide a Note Guaranty and become a party to the Security Documents (and pledge its assets to the extent they would constitute Collateral).

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

     Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

     Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

     Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

     Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

     Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

NEENAH FOUNDRY COMPANY,      as Issuer
By:
	Name:
	Title:

[GUARANTOR]
By:
	Name:
	Title:

THE BANK OF NEW YORK TRUST      COMPANY, N.A., as Trustee
By:
	Name:
	Title:

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EXHIBIT C

RESTRICTED LEGEND

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

     (1) REPRESENTS THAT

     (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,

     (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR

     (C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

     (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

     (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES,

     (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

     (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

     (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,

C-1

     (E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000, TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE, OR

     (F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

C-2

EXHIBIT D

DTC LEGEND

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

D-1

EXHIBIT E

Regulation S Certificate

                    , ____

The Bank of New York Trust Company, N.A.
2 North LaSalle Street, Suite 1020,
Chicago, IL 60602
Attention: Corporate Trust Administration

Re:	NEENAH FOUNDRY COMPANY
	91/2% Senior Secured Notes due 2017 (the “Notes”)
	Issued under the Indenture (the “Indenture”) dated as
	as of December 29, 2006 relating to the Notes

Ladies and Gentlemen:

     Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.

     [CHECK A OR B AS APPLICABLE.]

oA. This Certificate relates to our proposed transfer of $___principal amount of Notes issued under the Indenture. We hereby certify as follows:

1.

The offer and sale of the Notes was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.

2.

Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b)

E-1

	the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.
3.	Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Notes.
4.	The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.
5.	If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Notes, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.

oB. This Certificate relates to our proposed exchange of $___principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us. We hereby certify as follows:

1.

At the time the offer and sale of the Notes was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.

2.

Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.

E-2

3. The proposed exchange of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.

E-3

     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours, [NAME OF SELLER (FOR TRANSFERS)      OR OWNER (FOR EXCHANGES)]
By:
	Name:
	Title:
	Address:

Date:                     

E-4

EXHIBIT F

Rule 144A Certificate

                    , ____

The Bank of New York Trust Company, N.A.
2 North LaSalle Street, Suite 1020,
Chicago, IL 60602
Attention: Corporate Trust Administration

Re:	NEENAH FOUNDRY COMPANY
	91/2% Senior Secured Notes due 2017 (the “Notes”)
	Issued under the Indenture (the “Indenture”) dated as
	as of December 29, 2006 relating to the Notes

Ladies and Gentlemen:

     TO BE COMPLETED BY PURCHASER IF (1) ON THE NOTE IS CHECKED.

     This Certificate relates to:

     [CHECK A OR B AS APPLICABLE.]

oA.	Our proposed purchase of $___principal amount of Notes issued under the Indenture.
oB.	Our proposed exchange of $___principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.

     We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of                     , 200_, which is a date on or since close of our most recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we

F-1

have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours, [NAME OF PURCHASER (FOR      TRANSFERS) OR OWNER (FOR      EXCHANGES)]
By:
	Name:
	Title:
	Address:

Date:                     

F-2

EXHIBIT G

Institutional Accredited Investor Certificate

The Bank of New York Trust Company, N.A.
2 North LaSalle Street, Suite 1020,
Chicago, IL 60602
Attention: Corporate Trust Administration

Re:	NEENAH FOUNDRY COMPANY
	91/2% Senior Secured Notes due 2017 (the “Notes”)
	Issued under the Indenture (the “Indenture”) dated as as of December 29, 2006 relating to the Notes

Ladies and Gentlemen:

     This Certificate relates to:

     [CHECK A OR B AS APPLICABLE.]

oA.	Our proposed purchase of $___principal amount of Notes issued under the Indenture.
oB.	Our proposed exchange of $___principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.

     We hereby confirm that:

1.	We are an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”) (an “Institutional Accredited Investor”).
2.	Any acquisition of Notes by us will be for our own account or for the account of one or more other Institutional Accredited Investors as to which we exercise sole investment discretion.
3.	We have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of an investment in the Notes and we and any accounts for which we are acting are able to bear the economic risks of and an entire loss of our or their investment in the Notes.

G-1

4.	We are not acquiring the Notes with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary will remain at all times within our and their control.
5.	We acknowledge that the Notes have not been registered under the Securities Act and that the Notes may not be offered or sold within the United States or to or for the benefit of U.S. persons except as set forth below.
6.	The principal amount of Notes to which this Certificate relates is at least equal to $250,000.

     We agree for the benefit of the Company, on our own behalf and on behalf of each account for which we are acting, that such Notes may be offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (a) to the Company, (b) pursuant to a registration statement which has become effective under the Securities Act, (c) to a qualified institutional buyer in compliance with Rule 144A under the Securities Act, (d) in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act, (e) in a principal amount of not less than $250,000, to an Institutional Accredited Investor that, prior to such transfer, delivers to the Trustee a duly completed and signed certificate (the form of which may be obtained from the Trustee) relating to the restrictions on transfer of the Notes or (f) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act.

     Prior to the registration of any transfer in accordance with (c) or (d) above, we acknowledge that a duly completed and signed certificate (the form of which may be obtained from the Trustee) must be delivered to the Trustee. Prior to the registration of any transfer in accordance with (e) or (f) above, we acknowledge that the Company reserves the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws. We acknowledge that no representation is made as to the availability of any Rule 144 exemption from the registration requirements of the Securities Act.

     We understand that the Trustee will not be required to accept for registration of transfer any Notes acquired by us, except upon presentation of evidence satisfactory to the Company and the Trustee that the foregoing

G-2

restrictions on transfer have been complied with. We further understand that the Notes acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of the preceding paragraph. We further agree to provide to any person acquiring any of the Notes from us a notice advising such person that resales of the Notes are restricted as stated herein and that certificates representing the Notes will bear a legend to that effect.

     We agree to notify you promptly in writing if any of our acknowledgments, representations or agreements herein ceases to be accurate and complete.

     We represent to you that we have full power to make the foregoing acknowledgments, representations and agreements on our own behalf and on behalf of any account for which we are acting.

     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours, [NAME OF PURCHASER (FOR      TRANSFERS) OR OWNER (FOR      EXCHANGES)]
By:
	Name:
	Title:
	Address:

Date:                     

G-3

     Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

By:

Date:

Taxpayer ID number:

G-4

EX-4.2

Exhibit 4.2

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

     (1) REPRESENTS THAT

     (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,

     (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR

     (C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

     (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

     (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES,

     (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

     (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

     (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,

     (E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000, TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE COMPANY A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE

     COMPANY) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE, OR

     (F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE COMPANY) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

2

[FACE OF NOTE]

NEENAH FOUNDRY COMPANY

12¹/₂% Senior Subordinated Note Due 2013

No. 1  $75,000,000

     NEENAH FOUNDRY COMPANY, a Wisconsin corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to Tontine Capital Partners, L.P.., or its registered assigns, the principal sum of SEVENTY FIVE MILLION DOLLARS ($75,000,000) on September 30, 2013.

     Initial Interest Rate: 12¹/₂% per annum.

     Interest Payment Dates: January 1 and July 1, commencing July 1, 2007.

     Regular Record Dates: June 15 and December 15.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

3

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.

Date:	NEENAH FOUNDRY COMPANY
	By:	/s/ Gary W. LaChey Name: Gary W. LaChey
		Title: Corporate Vice President — Finance and Chief Financial Officer

4

[REVERSE SIDE OF NOTE]

NEENAH FOUNDRY COMPANY
12¹/₂% Senior Subordinated Notes Due 2013

1. Incorporation by Reference of Provisions of the Indenture.

     Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture (as amended in accordance herewith, the “Indenture”) attached hereto as Exhibit A. At all times during which an indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended from time to time (the “TIA”) with respect to the Notes or the Indenture has not otherwise been executed and delivered, the Notes shall be deemed to be “Notes” under the Indenture (notwithstanding the definition therein) and to the extent not inconsistent with any other terms of the Notes set forth herein, all of the terms and conditions of the Indenture shall be and are hereby incorporated by this reference mutatis mutandis in the Notes as if fully set forth herein, and shall be binding upon the Company and, by accepting a Note, each Holder and inure to the benefit of the Holders of the Notes, except that, to the extent that the Indenture requires (i) any notices, certificates or other items to be delivered by the Company or any Guarantor to the Trustee or any Paying Agent, such notices, certificates or other items shall be delivered instead to each Holder, (ii) any notices, certificates or other items to be delivered by the Holders or the holders of Senior Debt to the Trustee, such notices, certificates or other items shall be delivered instead by the Holders or the holders of Senior Debt, as the case may be, to the Company (and, in respect of notices, certificates or other items delivered by the holders of Senior Debt, shall be delivered by the Company to each Holder), (iii) any notices, certificates or other items to be delivered by the Trustee to the Holders, such notices, certificates or other items shall be delivered instead by the Company to the Holders, (iv) any payments to be made by the Company to the Trustee or Paying Agent for payment to Holders (other than payments to the trusts contemplated by Article 8 of the Indenture), such payments shall instead be paid directly by the Company to the applicable Holder in the same manner as set forth in Section 2 below, (v) any Note to be authenticated by the Trustee or an Authenticating Agent, the Notes shall instead be authenticated by the Company (the execution and delivery of any Note by manual signature of the Company to be deemed to constitute such authentication for all purposes), (vi) the Company to initially appoint the Trustee as Registrar or Paying Agent and agents for service of demands and notices in connection with the Notes, the Company instead hereby appoints its office at 2121 Brooks Avenue, Neenah, Wisconsin, 54957, for such purpose (with Section 4.02 of the Indenture not to apply thereto), (vii) Notes to be canceled by the Trustee, such Notes shall instead be canceled by the Company, (viii) the Opinions of Counsel to be delivered to the Trustee, such opinions shall instead be delivered to the Holders, (ix) any Notes to be surrendered or forwarded to the Trustee or any Paying Agent or Registrar, such Notes shall be surrendered or forwarded instead to the Company, (x) any notices, certificates or other items

5

to be delivered by the Holders to the Registrar or Paying Agent, such notices, certificates or other items shall be delivered instead to the Company, (xi) Notes to be redeemed upon a partial redemption to be selected by the Trustee, such Notes shall be selected instead by the Company, (xii) a Note to be issued in exchange for, or in lieu of, this Note, a duly executed Note Guaranty executed by each Guarantor shall also be delivered to the Holder in connection with the issuance of such new Note and (xiii) that Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding pursuant to Section 2.05(b), Notes owned by Affiliates shall nonetheless be fully included for purposes of determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder or under the Indenture. Any and all rights and obligations granted to the Trustee under Article 6 and Article 11 (except for the rights under Section 11.08(a)) of the Indenture shall be granted to and may be exercised by the Holders of a majority in principal amount of the Outstanding Notes. Notwithstanding anything to the contrary contained in this Note or the Indenture, so long as Tontine Capital Partners, L.P., a Delaware limited partnership (“Tontine”), holds at least 25% in aggregate principal amount of the outstanding Notes, no request, demand, authorization, direction, notice, consent, waiver or other action, including any consent to any amendment to this provision, the Note or the Indenture, may be given, taken or made by any Holder or Holders under this Note or the Indenture without the consent of Tontine.

2. Principal and Interest.

     The Company promises to pay the principal of this Note on September 30, 2013.

     The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 12 ½ % per annum (subject to adjustment as provided below).

     Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing July 1, 2007.

     Notwithstanding the foregoing, on or before any interest payment date, the Company may defer the payment of a portion of the interest due on such interest payment date at a rate of up to 7.5% per annum (the “Deferred Interest Payment”). If the Company elects to defer the payment of the Deferred Interest Payment as aforesaid, interest at a rate of 12.5% per annum will accrue on the principal amount of the Note and on the accrued but unpaid Deferred Interest Payments. The Company may elect to defer the payment of Deferred Interest Payments on an unlimited number of occasions; provided, that, all unpaid Deferred Interest Payments shall be paid on or before the Stated Maturity of this Note.

6

     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated December 29, 2006, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

     Interest on this Note will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

     The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 12¹/₂%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

3. Indenture; Subordination; Note Guaranty.

     (a) In the event an indenture in required to be qualified under the TIA, with respect to the Notes, or at any time upon the request of Holders of in excess of 25% in aggregate principal amount of the outstanding Notes, the Company shall appoint a trustee (the “Trustee”) who satisfies the eligibility requirements set forth in Section 7.10 of the Indenture and, in any such event, the Company shall take whatever actions are necessary to cause an Indenture substantially in the form of Exhibit A attached hereto to be executed and delivered by the Company and the Trustee and to be qualified under the TIA. In such event, (i) this Note shall be deemed to be one of an issue of Notes of the Company issued under the Indenture; (ii) the terms of the Notes shall be deemed to include those stated in the Indenture and those made part of the Indenture by reference to the TIA, as amended from time to time; and (iii) the Notes shall be subject to all such terms. Holders of Notes are referred to the Indenture and the TIA for a statement of all such terms. In such event, the Company may require holders of the Notes, and each Holder by his or her acceptance hereof agrees upon the Company’s request, to surrender to the Trustee all Notes in the form hereof in exchange for replacement Notes substantially in the form of Exhibit A to the Indenture.

     (b) The Notes are general unsecured obligations of the Company. The Indenture limits the original aggregate principal amount of the Notes to $75,000,000, but Additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote together for all

7

purposes as a single class. This Note is subordinated as set forth in the Indenture to all Obligations in respect of Senior Debt (including all interest accrued or accruing on Senior Debt after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for the interest is allowed as a claim in the case or proceeding with respect to the Senior Debt). This Note is guarantied, on a senior subordinated basis, as set forth in the Indenture.

4. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

     This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note.

     If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture, the Notes and the Security Documents or may be discharged from certain of its obligations under certain provisions of the Indenture.

5. Registered Form; Denominations; Transfer; Exchange.

     The Notes are in registered form without coupons in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Company will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

6. Defaults and Remedies.

     If an Event of Default, as defined in the Indenture, occurs and is continuing, Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

     7. Amendment and Waiver.

8

     Subject to certain exceptions set out in the Indenture (including, without limitation, the limits set forth in Section 9.02 of the Indenture), the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency if such amendment or supplement does not adversely affect the interests of the Holders in any material respect.

8. Third Party Beneficiaries

     The holders of Senior Debt shall be third party beneficiaries of the provisions of Section 3(b) hereof and Article 11 set out in the Indenture, with the right and ability to enforce such provisions for their own benefit. Any amendment to this Note may not effect any change to the provisions of (i) Section 1 incorporating the terms and conditions of the Indenture (with respect to Article 11 thereof), (ii) Section 3(b) or (iii) Exhibit A hereof (with respect to amendments that affect the rights of any holder of Senior Debt under Article 11 of Exhibit A), in each case unless each holder of Senior Debt adversely affected thereby, or a representative of such holder, consents to such change.

9. Governing Law.

     This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

10. Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

     The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

9

[FORM OF TRANSFER NOTICE]

     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

          Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

10

     In connection with any transfer of this Note occurring prior to December 29, 2008, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

o      (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.

o      (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.

or

o      (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

     If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:
		Seller
		By
	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

11

Signature Guarantee:5
	By
	To be executed by an executive officer

⁵ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

12

OPTION OF HOLDER TO ELECT PURCHASE

     If you wish to have all of this Note purchased by the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, check the box: o

     If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, state the amount (in original principal amount) below:

               $                    .

Date:                    

Your Signature:                                        

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:¹                                        

By                                        
To be executed by an executive officer

¹ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

13

NOTE GUARANTY

     NOTE GUARANTY dated as of December 29, 2006 executed by the Guarantors listed on the signature lines below (the “Undersigned”).

     1. Capitalized terms used in this Note Guaranty are used as defined in Neenah Foundry Company’s Senior Subordinated Note due 2013 (the “Note”) to which this Note Guaranty is attached.

     2. Each Undersigned agrees to be a Guarantor of the Notes and to be bound by the terms of the Indenture and the Notes applicable to Guarantors, including, but not limited to, Article 10 of the Indenture.

     3. This Guaranty shall be governed by and construed in accordance with the internal laws of the State of New York.

     4. This Guaranty may be signed in various counterparts which together shall constitute one and the same instrument.

ADVANCED CAST PRODUCTS, INC. DALTON CORPORATION DALTON CORPORATION, WARSAW          MANUFACTURING FACILITY DALTON CORPORATION, STRYKER MACHINING          FACILITY CO. DALTON CORPORATION, ASHLAND          MANUFACTURING FACILITY DALTON CORPORATION, KENDALLVILLE          MANUFACTURING FACILITY DEETER FOUNDRY, INC. GREGG INDUSTRIES, INC. MERCER FORGE CORPORATION A&M SPECIALTIES, INC. NEENAH TRANSPORT, INC. CAST ALLOYS, INC. BELCHER CORPORATION PEERLESS CORPORATION Acting on behalf of each of the Guarantors
By:	/s/ Gary W. LaChey
	Name:	Gary W. LaChey
	Title:	Corporate Vice President - Finance and Chief Financial Officer

14

Exhibit A

EXECUTION COPY

NEENAH FOUNDRY COMPANY
as Issuer

the Guarantors party hereto

and

[TRUSTEE]
as Trustee

Indenture

Dated as of December 29, 2006

12½% Senior Subordinated Notes due 2013

CROSS-REFERENCE TABLE

TIA Sections	Indenture Sections
§ 310 (a)		7.10
(b)		7.08
§ 311		7.03
§ 312		12.02
§ 313		7.06
§ 314 (a)		4.17, 4.18
(c)		12.04
(e)		12.05
§ 315 (a)		7.01, 7.02
(b)		7.02, 7.05
(c)		7.01
(d)		7.02
(e)		6.12, 7.02
§ 316 (a)		2.05, 6.02, 6.04, 6.05
(b)		6.06, 6.07
(c)		12.02
§ 317 (a)(1)		6.08
(a)(2)		6.09
(b)		2.03
§ 318		12.01

2

RECITALS

ARTICLE 1
Definitions and Incorporation by Reference
Section 1.01. Definitions.	2
Section 1.02. Rules of Construction	27
ARTICLE 2
The Notes
Section 2.01. Form, Dating and Denominations; Legends	27
Section 2.02. Execution and Authentication; Exchange Notes; Additional Notes	28
Section 2.03. Registrar, Paying Agent and Authenticating
Agent; Paying Agent to Hold Money in Trust	30
Section 2.04. Replacement Notes	30
Section 2.05. Outstanding Notes	31
Section 2.06. Temporary Notes	31
Section 2.07. Cancellation	32
Section 2.08. CUSIP and CINS Numbers	32
Section 2.09. Registration, Transfer and Exchange	32
Section 2.10. Restrictions on Transfer and Exchange	35
ARTICLE 3
Redemption; Offer to Purchase
Section 3.01. Optional Redemption	37
Section 3.02. [Reserved]	37
Section 3.03. Method and Effect of Redemption	37
Section 3.04. Offer to Purchase	39
ARTICLE 4
Covenants
Section 4.01. Payment of Notes	41
Section 4.02. Maintenance of Office or Agency	42
Section 4.03. Existence	42
Section 4.04. Payment of Taxes and other Claims	43
Section 4.05. Maintenance of Properties and Insurance	43
Section 4.06. Limitation on Debt and Disqualified or Preferred Stock	43
Section 4.07. Limitation on Restricted Payments	46
Section 4.08. Limitation on Liens	51

i

Section 4.09. Limitation on Sale and Leaseback Transactions	51
Section 4.10. Limitation on Dividend and Other Payment Restrictions Affecting	51
Restricted Subsidiaries
Section 4.11. Guaranties by Restricted Subsidiaries	53
Section 4.12. Repurchase of Notes Upon a Change of Control	53
Section 4.13. Limitation on Asset Sales	53
Section 4.14. Limitation on Transactions with Affiliates	55
Section 4.15. Line of Business	56
Section 4.16. Designation of Restricted and Unrestricted Subsidiaries	57
Section 4.17. Financial Reports	58
Section 4.18. Reports To Trustee	59
Section 4.19. Anti-layering	60
ARTICLE 5
Consolidation, Merger or Sale of Assets
Section 5.01. Consolidation, Merger or Sale of Assets by the Company; No
Lease of All or Substantially All Assets	60
Section 5.02. Consolidation, Merger or Sale of Assets by a Guarantor	62
ARTICLE 6
Default and Remedies
Section 6.01. Events of Default	62
Section 6.02. Acceleration	64
Section 6.03. Other Remedies	65
Section 6.04. Waiver of Past Defaults	65
Section 6.05. Control by Majority	65
Section 6.06. Limitation on Suits	65
Section 6.07. Rights of Holders to Receive Payment	66
Section 6.08. Collection Suit by Trustee	66
Section 6.09. Trustee May File Proofs of Claim	66
Section 6.10. Priorities	67
Section 6.11. Restoration of Rights and Remedies	67
Section 6.12. Undertaking for Costs	67
Section 6.13. Rights and Remedies Cumulative	67
Section 6.14. Delay or Omission Not Waiver	68
Section 6.15. Waiver of Stay, Extension or Usury Laws	68
ARTICLE 7
The Trustee
Section 7.01. General	68
Section 7.02. Certain Rights of Trustee	69

ii

Section 7.03. Individual Rights of Trustee	70
Section 7.04. Trustee’s Disclaimer	71
Section 7.05. Notice of Default	71
Section 7.06. Reports by Trustee to Holders	71
Section 7.07. Compensation And Indemnity	71
Section 7.08. Replacement of Trustee	72
Section 7.09. Successor Trustee by Merger	73
Section 7.10. Eligibility	73
Section 7.11. Money Held in Trust	73
ARTICLE 8
Defeasance and Discharge
Section 8.01. Discharge of Company’s Obligations	73
Section 8.02. Legal Defeasance	74
Section 8.03. Covenant Defeasance	76
Section 8.04. Application of Trust Money	76
Section 8.05. Repayment to Company	76
Section 8.06. Reinstatement	77
ARTICLE 9
Amendments, Supplements and Waivers
Section 9.01. Amendments Without Consent of Holders	77
Section 9.02. Amendments With Consent of Holders	78
Section 9.03. Effect of Consent	79
Section 9.04. Trustee’s Rights and Obligations	80
Section 9.05. Conformity With Trust Indenture Act	80
Section 9.06. Payments for Consents	80
ARTICLE 10
Guaranties
Section 10.01. The Guaranties	80
Section 10.02. Guaranty Unconditional	81
Section 10.03. Discharge; Reinstatement	82
Section 10.04. Waiver by the Guarantors	82
Section 10.05. Subrogation and Contribution	82
Section 10.06. Stay of Acceleration	82
Section 10.07. Limitation on Amount of Guaranty	82
Section 10.08. Execution and Delivery of Guaranty	83
Section 10.09. Release of Guaranty	83

iii

ARTICLE 11
Subordination
Section 11.01. Agreement to Subordinate	83
Section 11.02. Liquidation, Dissolution, Bankruptcy	84
Section 11.03. Default on Designated Senior Debt	85
Section 11.04. When Distribution Must Be Paid Over	86
Section 11.05. Subrogation	86
Section 11.06. Relative Rights; Subordination Not to Prevent Events of Default or Limit Right to Accelerate	86
Section 11.07. Subordination May Not Be Impaired By Company	87
Section 11.08. Rights of Trustee	87
Section 11.09. Distributions and Notices to, and Notices and Consents by, Representatives of Holders of Senior Debt	87
Section 11.10. Trust Moneys Not Subordinated; Payments in Permitted Junior Securities	87
Section 11.11. Trustee Entitled to Rely	88
Section 11.12. Trustee to Effectuate Subordination	88
Section 11.13. Trustee Not Fiduciary for Holders of Senior Debt	88
Section 11.14. Reliance by Holder of Senior Debt on Subordination Provisions; No Waiver	88
ARTICLE 12
Miscellaneous
Section 12.01. Trust Indenture Act of 1939	89
Section 12.02. Noteholder Communications; Noteholder Actions	89
Section 12.03. Notices	90
Section 12.04. Certificate and Opinion as to Conditions Precedent	91
Section 12.05. Statements Required in Certificate or Opinion	91
Section 12.06. Payment Date Other Than a Business Day	92
Section 12.07. Governing Law	92
Section 12.08. No Adverse Interpretation of Other Agreements	92
Section 12.09. Successors	92
Section 12.10. Duplicate Originals	92
Section 12.11. Separability	92
Section 12.12. Table of Contents and Headings	93
Section 12.13. No Liability of Directors, Officers, Employees,	93
Incorporators, Members and Stockholders
Section 12.14. Waiver of Jury Trial	93
Section 12.15. Force Majeure	93

iv

EXHIBITS
EXHIBIT A	Form of Note
EXHIBIT B	Form of Supplemental Indenture
EXHIBIT C	Restricted Legend
EXHIBIT D	DTC Legend
EXHIBIT E	Regulation S Certificate
EXHIBIT F	Rule 144A Certificate
EXHIBIT G	Institutional Accredited Investor Certificate

v

     INDENTURE, dated as of December 29, 2006, between NEENAH FOUNDRY COMPANY, a Wisconsin corporation, as the Company, the Guarantors party hereto and TRUSTEE, a national banking association as Trustee.

RECITALS

     The Company has duly authorized the execution and delivery of the Indenture to provide for the issuance of up to $75,000,000 aggregate principal amount of the Company’s 121/2% Senior Subordinated Notes due 2013, and, if and when issued, any Additional Notes, together with any Exchange Notes issued therefor as provided herein (the “Notes”). All things necessary to make the Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes (in the case of the Additional Notes, when duly authorized), when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid and legally binding obligations of the Company as hereinafter provided.

     In addition, the Guarantors party hereto have duly authorized the execution and delivery of the Indenture as guarantors of the Notes. All things necessary to make the Indenture a valid agreement of each Guarantor, in accordance with its terms, have been done, and each Guarantor has done all things necessary to make the Note Guaranties, when the Notes are executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid and legally binding obligations of such Guarantor as hereinafter provided.

     This Indenture is subject to, and will be governed by, the provisions of the Trust Indenture Act that are required to be a part of and govern indentures qualified under the Trust Indenture Act.

THIS INDENTURE WITNESSETH

     For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE 1
Definitions and Incorporation by Reference

     Section 1.01 . Definitions.

     “ACP Holding” means ACP Holding Company, a Delaware corporation.

     “Acquired Debt” means Debt of a Person existing at the time the Person merges with or into or becomes a Restricted Subsidiary and not Incurred in connection with, or in contemplation of, the Person merging with or into or becoming a Restricted Subsidiary.

     Additional Interest” means additional interest owed to the Holders pursuant to a Registration Rights Agreement.

     “Additional Notes” means any notes issued under the Indenture in addition to the Original Notes, including any Exchange Notes issued in exchange for such Additional Notes, having the same terms in all respects as the Original Notes except that interest will accrue on the Additional Notes from their date of issuance. Any Additional Notes issued under the Indenture, together with the Original Notes, will vote together as one series on all matters with respect to such Notes.

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Agent” means any Registrar, Paying Agent or Authenticating Agent.

     “Agent Member” means a member of, or a participant in, the Depositary.

     “Asset Sale” means any sale, lease, transfer or other disposition (including a Sale and Leaseback Transaction) of any assets by the Company or any Restricted Subsidiary, including by means of a merger, consolidation or similar transaction and including any sale or issuance of the Equity Interests of any Restricted Subsidiary (each of the above referred to as a “disposition”), provided that the following are not included in the definition of “Asset Sale”:

     (1) a disposition to the Company or a Restricted Subsidiary, including the sale or issuance by the Company or any Restricted

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Subsidiary of any Equity Interests of any Restricted Subsidiary to the Company or any Restricted Subsidiary;

     (2) the disposition by the Company or any Restricted Subsidiary in the ordinary course of business of (i) cash and cash management investments, (ii) inventory and other assets acquired and held for resale in the ordinary course of business, (iii) damaged, worn out or obsolete assets, or (iv) rights granted to others pursuant to leases or licenses;

     (3) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

     (4) a transaction covered by Section 5.01;

     (5) a Restricted Payment permitted under Section 4.07 or a Permitted Investment;

     (6) the grant in the ordinary course of business of any license of patents, trademarks, registrations therefor and other similar intellectual property;

     (7) the issuance of Disqualified or Preferred Stock pursuant to Section 4.06;

     (8) the granting of a Lien, other than in connection with a Sale and Leaseback Transaction, if the Lien is granted in compliance with Section 4.08; and

     (9) dispositions of assets in one transaction or a series of related transactions with an aggregate fair market value of less than $2.5 million.

     “Attributable Debt” means, in respect of a Sale and Leaseback Transaction the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.

     “Authenticating Agent” refers to a Person engaged to authenticate the Notes in the stead of the Trustee.

     “Average Life” means, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment of such

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Debt and (y) the amount of such principal payment by (ii) the sum of all such principal payments.

     “bankruptcy default” has the meaning assigned to such term in Section 6.01.

     “Blockage Notice” has the meaning assigned to such term in Section 11.03.

     “Board of Directors” means:

     (1) with respect to a corporation, the board of directors of the corporation;

     (2) with respect to a partnership, the board of directors of the general partner of the partnership; and

     (3) with respect to any other Person, the board or committee of such Person serving a similar function. Unless the context otherwise provides, “Board of Directors” refers to the Board of Directors of the Company.

     “Board Resolution” means a resolution duly adopted by the Board of Directors which is certified by the Secretary or an Assistant Secretary of the Company and remains in full force and effect as of the date of its certification.

     “Borrowing Base Amount” means, as to the Company and its Restricted Subsidiaries, the sum of (x) 75% of the value of Inventory plus (y) 85% of the value of Receivables plus (z) 70% of the value of Patterns, in each case as reflected in the most recent quarterly consolidated financial statements delivered pursuant to Section 4.17 (as determined on a pro forma basis after giving effect to any Asset Sale or acquisition of any business or assets or the designation of a Restricted Subsidiary as an Unrestricted Subsidiary occurring after the date of such quarterly consolidated financial statements).

     “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City or in the city where the Corporate Trust Office of the Trustee is located are authorized by law to close.

     “Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

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     “Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

     “Cash Equivalents” means

     (1) United States dollars, or money in other currencies received in the ordinary course of business,

     (2) U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations with maturities not exceeding one year from the date of acquisition,

     (3) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof having capital, surplus and undivided profits in excess of $500 million whose short-term debt is rated “A-2” or higher by S&P or “P-2” or higher by Moody’s,

     (4) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above,

     (5) commercial paper rated at least P-1 by Moody’s or A-1 by S&P and maturing within six months after the date of acquisition, and

     (6) money market funds at least 95% of the assets of which consist of investments of the type described in clauses (1) through (5) above.

     “Cash Management Obligations” means, with respect to any Person, all obligations, whether now owing or hereafter arising, of such Person in respect of overdrafts and related liabilities or arising from cash management services (including treasury, depositary, overdraft, credit or debit card, electronic funds transfer, netting, automatic clearing house transfers of funds or any similar transactions).

     “Certificated Note” means a Note in registered individual form without interest coupons.

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     “Change of Control” means:

     (1) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the merger of any Person with or into a Subsidiary of the Company, if Capital Stock of the Company is issued in connection therewith, or the sale of all or substantially all the assets of the Company to another Person, (in each case, unless such other Person is a Permitted Holder) unless holders of a majority of the aggregate voting power of the Voting Stock of the Company, as relevant, immediately prior to such transaction, hold securities of the surviving or transferee Person that represent, immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving Person;

     (2) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the “beneficial owner” (as such term is used in Rules 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Company;

     (3) individuals who on the Issue Date constituted the Board of Directors of the Company, together with any new directors whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a majority of the directors then still in office who were either directors or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors of the Company then in office;

     (4) ACP Holding ceases to beneficially own, directly or indirectly, 100% of the Capital Stock of the Company; provided that if ACP Holding ceases to beneficially own, directly or indirectly, 100% of the Capital Stock of the Company in connection with any merger of the Company with or into ACP Holding, such transaction shall not constitute a Change of Control if holders of all of the aggregate voting power of the Voting Stock of ACP Holding immediately prior to such transaction, hold securities of the surviving Person that represent, immediately after such transaction, all of the aggregate voting power of the Voting Stock of the surviving Person; or

     (5) the adoption of a plan relating to the liquidation or dissolution of the Company.

     “Code” means the Internal Revenue Code of 1986.

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     “Commission” means the Securities and Exchange Commission.

     “Common Stock” means Capital Stock not entitled to any preference on dividends or distributions, upon liquidation or otherwise.

     “Company” means the party named as such in the first paragraph of the Indenture or any successor obligor under the Indenture and the Notes pursuant to Section 5.01.

     “Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period determined on a consolidated basis in conformity with GAAP, provided that the following (without duplication) will be excluded in computing Consolidated Net Income:

     (1) the net income (but not loss) of any Person that is not a Restricted Subsidiary, except to the extent of the lesser of

     (x) the dividends or other distributions actually paid in cash to the Company or any of its Restricted Subsidiaries (subject to clause (3) below) by such Person during such period, and

     (y) the Company’s pro rata share of such Person’s net income earned during such period;

     (2) any net income (or loss) of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition;

     (3) the net income (but not loss) of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income would not have been permitted for the relevant period by charter or by any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary;

     (4) any net after-tax gains or losses attributable to Asset Sales;

     (5) any net after-tax extraordinary gains or losses;

     (6) all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Debt and any net gain (loss) from any write-off or forgiveness of Debt; and

     (7) the cumulative effect of a change in accounting principles.

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     “Corporate Trust Office” means an office of the Trustee at which the corporate trust business of the Trustee is administered, which at the date of the Indenture is located at ___.

     “Credit Agreement” means the amended and restated loan and security agreement dated on or about the Issue Date among the Company, the other Borrowers party thereto, the lenders party thereto and Bank of America, N.A., as agent, together with any related documents (including any security documents and guarantee agreements), as such agreement may be amended, modified, supplemented, extended, renewed, refinanced or replaced or substituted from time to time.

     “Debt” means, with respect to any Person, without duplication,

     (1) all indebtedness of such Person for borrowed money;

     (2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

     (3) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments, excluding obligations in respect of trade letters of credit or bankers’ acceptances issued in respect of trade payables to the extent not drawn upon or presented, or, if drawn upon or presented, the resulting obligation of the Person is paid within 10 Business Days;

     (4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services which are recorded as liabilities under GAAP, excluding trade payables arising in the ordinary course of business;

     (5) all obligations of such Person as lessee under Capital Leases;

     (6) all Debt of other Persons Guaranteed by such Person to the extent so Guaranteed;

     (7) all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; and

     (8) all obligations of such Person under Hedging Agreements.

     The amount of Debt of any Person will be deemed to be:

     (A) with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

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     (B) with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt;

     (C) with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

     (D) with respect to any Hedging Agreement, the net amount payable if such Hedging Agreement terminated at that time due to default by such Person; and

     (E) otherwise, the outstanding principal amount thereof.

     “Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

     “Deferred Interest Payments” has the meaning assigned to such term in the form of Note attached as Exhibit A.

     “Designated Senior Debt” means (i) the Debt under the Senior Secured Notes and the Credit Agreement and (ii) any other Senior Debt which, at the date of determination, has an aggregate principal amount outstanding of at least $25.0 million and is specifically designated as “Designated Senior Debt” in the instrument governing such Senior Debt and in an Officers’ Certificate received by the Trustee.

     “Depositary” means the depositary of each Global Note, which will initially be DTC.

     “Disqualified Equity Interests” means Equity Interests that by their terms or upon the happening of any event are

     (1) required to be redeemed or redeemable at the option of the holder prior to the Stated Maturity of the Notes for consideration other than Qualified Equity Interests, or

     (2) convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt;

provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon an “asset sale” or “change of control” occurring prior to the Stated Maturity of the Notes if those provisions

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     (A) are no more favorable to the holders than Sections 4.12 and 4.13, and

     (B) specifically state that repurchase or redemption pursuant thereto will not be required prior to the Company’s repurchase of the Notes as required by the Indenture.

     “Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.

     “DTC” means The Depository Trust Company, a New York corporation, and its successors.

     “DTC Legend” means the legend set forth in Exhibit D.

     “Domestic Restricted Subsidiary” means any Restricted Subsidiary formed under the laws of, or 50% or more of the assets of which are located in, the United States of America or any jurisdiction thereof.

     “EBITDA” means, for any period, the sum of

     (1) Consolidated Net Income, plus

     (2) Fixed Charges, to the extent deducted in calculating Consolidated Net Income, plus

     (3) cash expenses incurred in connection with the Refinancing Transactions, to the extent deducted in calculating Consolidated Net Income, plus

     (4) to the extent deducted in calculating Consolidated Net Income and as determined on a consolidated basis for the Company and its Restricted Subsidiaries in conformity with GAAP:

     (A) income taxes, other than income taxes or income tax adjustments (whether positive or negative) attributable to Asset Sales or extraordinary gains or losses; and

     (B) depreciation, amortization and all other non-cash items reducing Consolidated Net Income (not including non-cash charges in a period which reflect cash expenses paid or to be paid in another period), less all non-cash items increasing Consolidated Net Income;

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provided that, with respect to any Restricted Subsidiary, the items set forth in (A) and (B) above will be added only to the extent and in the same proportion that the relevant Restricted Subsidiary’s net income was included in calculating Consolidated Net Income.

     “Equity Interests” means all Capital Stock and all warrants or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt convertible into equity.

     “Event of Default” has the meaning assigned to such term in Section 6.01.

     “Excess Proceeds” has the meaning assigned to such term in Section 4.13.

     “Exchange Act” means the Securities Exchange Act of 1934.

     “Exchange Notes” means the Notes issued pursuant to the Indenture in exchange for, and in an aggregate principal amount equal to, the Initial Notes or any Initial Additional Notes in compliance with the terms of a Registration Rights Agreement and containing terms substantially identical to the Initial Notes or any Initial Additional Notes (except that (i) such Exchange Notes will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating to Additional Interest will be eliminated).

     “Exchange Offer” means an offer by the Company to the Holders of the Initial Notes or any Initial Additional Notes to exchange outstanding Notes for Exchange Notes, as provided for in a Registration Rights Agreement.

     “Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as defined in a Registration Rights Agreement.

“Fixed Charge Coverage Ratio” means, on any date (the “transaction date”), the ratio of

     (x) the aggregate amount of EBITDA for the four fiscal quarters immediately prior to the transaction date for which internal financial statements are available (the “reference period”) to

     (y) the aggregate Fixed Charges during such reference period.

     In making the foregoing calculation,

     (1) pro forma effect will be given to any Debt, Disqualified Stock or Preferred Stock Incurred during or after the reference period to

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the extent the Debt is outstanding or is to be Incurred on the transaction date as if the Debt, Disqualified Stock or Preferred Stock had been Incurred on the first day of the reference period;

     (2) pro forma calculations of interest on Debt bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Hedging Agreement applicable to the Debt if the Hedging Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire reference period;

     (3) Fixed Charges related to any Debt, Disqualified Stock or Preferred Stock no longer outstanding or to be repaid or redeemed on the transaction date, except for Consolidated Interest Expense accrued during the reference period under a revolving credit to the extent of the commitment thereunder (or under any successor revolving credit) in effect on the transaction date, will be excluded;

     (4) pro forma effect will be given to

     (A) the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries,

     (B) the acquisition or disposition of companies, divisions or lines of businesses by the Company and its Restricted Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Restricted Subsidiary after the beginning of the reference period, and

     (C) the discontinuation of any discontinued operations but, in the case of Fixed Charges, only to the extent that the obligations giving rise to the Fixed Charges will not be obligations of the Company or any Restricted Subsidiary following the transaction date

that have occurred since the beginning of the reference period as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period. To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available and will be calculated in accordance with Regulation S-X under the Securities Act.

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     “Fixed Charges” means, for any period, the sum of

     (1) Interest Expense for such period; and

     (2) the product of

     (x) cash and non-cash dividends paid, declared, accrued or accumulated on any Disqualified or Preferred Stock of the Company or a Restricted Subsidiary, except for dividends payable in the Company’s Qualified Stock or paid to the Company or to a Wholly Owned Restricted Subsidiary, and

     (y) a fraction, the numerator of which is one and the denominator of which is one minus the sum of the currently effective combined Federal, state, local and foreign tax rate applicable to the Company and its Restricted Subsidiaries

provided that Fixed Charges of a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary will be reduced in proportion to any proportional reduction in respect of such Restricted Subsidiary’s net income included in calculating Consolidated Net Income.

     “Foreign Restricted Subsidiary” means any Restricted Subsidiary that is not a Domestic Restricted Subsidiary.

     “GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date.

     “Global Note” means a Note in registered global form without interest coupons.

     “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part; provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

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     “Guarantor” means (i) each Domestic Restricted Subsidiary of the Company in existence on the Issue Date and (ii) each Domestic Restricted Subsidiary that executes a supplemental indenture in the form of Exhibit B to the Indenture providing for the guaranty of the payment of the Notes, or any successor obligor under its Note Guaranty pursuant to Section 5.02 in each case unless and until such Guarantor is released from its Note Guaranty pursuant to the Indenture.

     “Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates or (iii) any commodity or raw material futures contract or any other agreement designed to protect against fluctuations in raw material prices.

     “Holder” or “Noteholder” means the registered holder of any Note.

     “Incur” means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or Guarantee such Debt or Capital Stock. If any Person becomes a Restricted Subsidiary on any date after the date of the Indenture (including by redesignation of an Unrestricted Subsidiary or failure of an Unrestricted Subsidiary to meet the qualifications necessary to remain an Unrestricted Subsidiary), the Debt and Capital Stock of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.13. The accretion of original issue discount or payment of interest in kind will not be considered an Incurrence of Debt.

     “Indenture” means this indenture, as amended or supplemented from time to time.

     “Initial Additional Notes” means Additional Notes issued in an offering not registered under the Securities Act and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

     “Initial Notes” means the Notes issued on the Issue Date and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

     “Initial Purchasers” means the initial purchasers party to a purchase agreement with the Company relating to the sale of the Notes or Additional Notes by the Company.

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     “Institutional Accredited Investor Certificate” means a certificate substantially in the form of Exhibit G hereto.

     “interest”, in respect of the Notes, unless the context otherwise requires, refers to interest, Deferred Interest Payments, if any, and Additional Interest, if any.

     “Interest Expense” means, for any period, the consolidated interest expense of the Company and its Restricted Subsidiaries, plus, to the extent not included in such consolidated interest expense, and to the extent incurred, accrued or payable by the Company or its Restricted Subsidiaries, without duplication, (i) interest expense attributable to Sale and Leaseback Transactions, (ii) amortization of debt discount and debt issuance costs but excluding amortization of deferred financing charges incurred in respect of the Notes and the Credit Agreement on or prior to the Issue Date, (iii) capitalized interest, (iv) non-cash interest expense, (v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, (vi) net costs associated with Hedging Agreements (including the amortization of fees) and (vii) any of the above expenses with respect to Debt of another Person Guaranteed by the Company or any of its Restricted Subsidiaries, as determined on a consolidated basis and in accordance with GAAP. Interest Expense of the Company shall not include any prepayment premiums or amortization of original issue discount or deferred financing costs, to the extent such amounts are incurred as a result of the prepayment on the date of the Indenture of any Debt of the Company with the proceeds of the Notes and the Credit Agreement.

     “Interest Payment Date” means each January 1 and July 1 of each year, commencing July 1, 2007.

     “Inventory” means, with respect to the Company and its Restricted Subsidiaries, the consolidated inventory of the Company, determined at the lower of cost or market in accordance with GAAP.

     “Investment” means

     (1) any direct or indirect advance, loan or other extension of credit to another Person,

     (2) any capital contribution to another Person, by means of any transfer of cash or other property or in any other form,

     (3) any purchase or acquisition of Equity Interests, bonds, notes or other Debt, or other instruments or securities issued by another Person,

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including the receipt of any of the above as consideration for the disposition of assets or rendering of services, or

     (4) any Guarantee of any obligation of another Person.

     If the Company or any Restricted Subsidiary (x) sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary so that, after giving effect to that sale or disposition, such Person is no longer a Subsidiary of the Company, or (y) designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 4.16, all remaining Investments of the Company and the Restricted Subsidiaries in such Person shall be deemed to have been made at such time.

     “Issue Date” means December 29, 2006.

     “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease).

     “Moody’s” means Moody’s Investors Service, Inc. and its successors.

     “Mortgages” means, collectively, any mortgage, deed of trust or similar instrument entered into by the Company or any Guarantor from time to time on or after the Issue Date to provide a security interest for the benefit of the Trustee and the Holders of the Notes.

     “Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash (including (i) payments in respect of deferred payment obligations to the extent corresponding to, principal, but not interest, when received in the form of cash, and (ii) proceeds from the conversion of other consideration received when converted to cash), net of

     (1) brokerage commissions and other fees and expenses related to such Asset Sale, including fees and expenses of counsel, accountants and investment bankers;

     (2) provisions for taxes as a result of such Asset Sale taking into account the consolidated results of operations of the Company and its Restricted Subsidiaries;

     (3) payments required to be made to holders of minority interests in Restricted Subsidiaries as a result of such Asset Sale or to repay Debt outstanding at the time of such Asset Sale that is secured by a Lien on the property or assets sold; and

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     (4) appropriate amounts to be provided as a reserve against liabilities associated with such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and indemnification obligations associated with such Asset Sale, with any subsequent reduction of the reserve other than by payments made and charged against the reserved amount to be deemed a receipt of cash.

     “New Mold Line” means the new mold line as described in the Offering Circular.

     “New Senior Secured Notes” means the new senior secured notes due 2017 in an aggregate principal amount of up to $225 million to be issued by the Company on or about the Issue Date.

     “NFC Castings” means NFC Castings, Inc., a Delaware corporation.

     “Non-U.S. Person” means a Person that is not a U.S. person, as defined in Regulation S.

     “Non-Recourse Debt” means Debt as to which (i) neither the Company nor any Restricted Subsidiary provides any Guarantee and as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any Restricted Subsidiary and (ii) no default thereunder would, as such, constitute a default under any Debt of the Company or any Restricted Subsidiary.

     “Notes” has the meaning assigned to such term in the Recitals.

     “Note Guaranty” means the guaranty of the Notes by a Guarantor pursuant to the Indenture.

     “Obligations” means, with respect to any Debt, all obligations (whether in existence on the Issue Date or arising afterwards, absolute or contingent, direct or indirect) for or in respect of principal (when due, upon acceleration, upon redemption, upon mandatory repayment or repurchase pursuant to a mandatory offer to purchase, or otherwise), premium, interest, penalties, fees, indemnification, reimbursement and other amounts payable and liabilities with respect to such Debt, including all interest accrued or accruing after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for such interest is allowed as a claim in such case or proceeding.

     “Offer to Purchase” has the meaning assigned to such term in Section 3.04.

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     “Offering Circular” means the Offering Circular dated December 15, 2006 relating to the sale of the New Senior Secured Notes.

     “Officer” means the chairman of the Board of Directors, the president or chief executive officer, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary, of the Company.

     “Officers’ Certificate” means a certificate signed in the name of the Company (i) by the chairman of the Board of Directors, the president or chief executive officer or a vice president and (ii) by the chief financial officer, the treasurer or any assistant treasurer or the secretary or any assistant secretary.

     “Offshore Global Note” means a Global Note representing Notes issued and sold pursuant to Regulation S.

     “Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company.

     “Original Notes” means the Initial Notes and any Exchange Notes issued in exchange therefor.

     “Patterns” means, with respect to the Company and its Restricted Subsidiaries, the consolidated casting patterns and core boxes of the Company, determined at the lower of cost or market in accordance with GAAP.

     “Paying Agent” refers to a Person engaged to perform the obligations of the Trustee in respect of payments made or funds held hereunder in respect of the Notes.

     “Permitted Asset Swap” means any transfer of properties or assets by the Company or a Restricted Subsidiary in which at least 90% of the consideration received by the transferor consists of properties or assets (other than cash or Cash Equivalents or other current assets) that will be used in a Permitted Business; provided that (i) the aggregate fair market value of the property or assets being transferred by the Company or a Restricted Subsidiary is not greater than the aggregate fair market value of the property or assets received (as determined in good faith by the Board of Directors of the Company) by the Company or such Restricted Subsidiary in such exchange and (ii) any cash received must be applied in accordance with Section 4.13.

     “Permitted Bank Debt” has the meaning assigned to such term in Section 4.06(b)(i).

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     “Permitted Debt” has the meaning assigned to such term in Section 4.06(b).

     “Permitted Business” means any of the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date, and any business reasonably related, incidental, complementary or ancillary thereto.

     “Permitted Holders” means any or all of the following:

     (1) Tontine Capital Partners, L.P.;

     (2) any Affiliate of any Person specified in clause (1); and

     (3) any Person both the Capital Stock and the Voting Stock of which (or in the case of a trust, the beneficial interests in which) are owned 80% by Persons specified in clauses (1) and (2).

     “Permitted Investments” means:

     (1) any Investment in the Company or in a Restricted Subsidiary of the Company that is engaged in a Permitted Business;

     (2) any Investment in Cash Equivalents;

     (3) any Investment by the Company or any Subsidiary of the Company in a Person, if as a result of such Investment,

     (A) such Person becomes a Restricted Subsidiary of the Company engaged in a Permitted Business, or

     (B) such Person is merged or consolidated with or into, or transfers or conveys substantially all its assets to, or is liquidated into, the Company or a Restricted Subsidiary engaged in a Permitted Business;

     (4) Investments received as non-cash consideration in an Asset Sale (other than in connection with a Permitted Asset Swap) made pursuant to and in compliance with Section 4.13;

     (5) Hedging Agreements otherwise permitted under the Indenture;

     (6) (i) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business, (ii) Cash Equivalents, (iii) endorsements for collection or deposit in the

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ordinary course of business, and (iv) securities, instruments or other obligations received in compromise or settlement of debts created in the ordinary course of business, or by reason of a composition or readjustment of debts or reorganization of another Person, or in satisfaction of claims or judgments;

     (7) payroll, travel and other loans or advances to, or Guarantees issued to support the obligations of, officers and employees, in each case in the ordinary course of business, not in excess of $1.0 million outstanding at any time;

     (8) extensions of credit to customers and suppliers in the ordinary course of business; and

     (9) in addition to Investments listed above, Investments in Persons engaged in Permitted Businesses in an aggregate amount, taken together with all other Investments made in reliance on this clause (9), not to exceed $10.0 million (net of, with respect to the Investment in any particular Person made pursuant to this clause, the cash return thereon received after the Issue Date as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income) not to exceed the amount of such Investments in such Person made after the Issue Date in reliance on this clause).

     “Permitted Junior Securities” means, as to the Company or a Guarantor, as the case may be, any securities of the Company or such Guarantor, as the case may be, provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law relating to the Company or such Guarantor, as relevant, that constitute either (x) Equity Interests of the Company or the Guarantor, as the case may be, or (y) Debt of the Company or the Guarantor, as the case may be, subordinated in right of payment to all Senior Debt of the Company or Guarantor, as relevant, then outstanding to at least the same extent as the Notes are subordinated as provided in the Indenture.

     “Permitted Liens” means

     (1) Liens existing on the Issue Date not otherwise constituting Permitted Liens;

     (2) Liens securing any Senior Debt and other Obligations in respect thereof;

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     (3) [Reserved];

     (4) [Reserved];

     (5) pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or leases, or to secure public or statutory obligations, surety bonds, customs duties and the like, or for the payment of rent, in each case Incurred in the ordinary course of business and not securing Debt;

     (6) Liens imposed by law, such as carriers’, vendors’, warehousemen’s and mechanics’ liens, in each case for sums not yet due or being contested in good faith and by appropriate proceedings;

     (7) Liens in respect of taxes and other governmental assessments and charges which are not yet due or which are being contested in good faith and by appropriate proceedings;

     (8) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the proceeds thereof;

     (9) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property, not interfering in any material respect with the conduct of the business of the Company and its Restricted Subsidiaries;

     (10) licenses or leases or subleases as licensor, lessor or sublessor of any of its property, including intellectual property, in the ordinary course of business;

     (11) customary Liens in favor of trustees and escrow agents, and netting and setoff rights, banker’s liens and the like in favor of financial institutions and counterparties to financial obligations and instruments, including Hedging Agreements;

     (12) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition of such assets;

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     (13) options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and the like;

     (14) judgment liens, and Liens securing appeal bonds or letters of credit issued in support of or in lieu of appeal bonds, so long as no Event of Default then exists under Section 6.01(f);

     (15) Liens incurred in the ordinary course of business not securing Debt and not in the aggregate materially detracting from the value of the properties or their use in the operation of the business of the Company and its Restricted Subsidiaries;

     (16) Liens (including the interest of a lessor under a Capital Lease) on property that secure Debt Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of such property and which attach within 365 days after the date of such purchase or the completion of construction or improvement; provided that at the time of the Incurrence of any such Lien, the aggregate principal amount of the Obligations secured by such Lien shall not exceed the cost of such property; provided, further, however that no Liens may be incurred pursuant to this clause in order to secure Debt incurred to finance any part of the purchase price or cost of construction or improvement of the New Mold Line;

     (17) Liens on property of a Person at the time such Person becomes a Restricted Subsidiary of the Company, provided such Liens were not created in contemplation thereof and do not extend to any other property of the Company or any Restricted Subsidiary;

     (18) Liens on property at the time the Company or any of the Restricted Subsidiaries acquires such property, including any acquisition by means of a merger or consolidation with or into the Company or a Restricted Subsidiary of such Person, provided (i) such Liens were not created in contemplation thereof, (ii) do not extend to any other property of the Company or any Restricted Subsidiary, (iii) such property is to be used for a Permitted Business purpose, and (iv) at the time of the Incurrence of any such Lien, the aggregate principal amount of the Obligations secured by such Lien shall not exceed the cost of the property (or portions thereof) so acquired;

     (19) Liens securing Debt or other Obligations of the Company or a Restricted Subsidiary to the Company or a Wholly Owned Restricted Subsidiary;

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     (20) Liens securing Hedging Agreements so long as such Hedging Agreements relate to Debt (other than Hedging Agreements) that is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Agreements;

     (21) extensions, renewals or replacements of any Liens referred to in clauses (1), (2), (3), (4), (11), (16), (17) or (18) in connection with the refinancing of the Obligations secured thereby, provided that (i) such Lien does not extend to any other property, and (ii) except as contemplated by the definition of “Permitted Refinancing Debt”, the amount secured by such Lien is not increased; and

     (22) other Liens securing obligations in an aggregate amount not exceeding $500,000.

     “Permitted Refinancing Debt” has the meaning assigned to such term in Section 4.06(b)(iv).

     “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

     “Preferred Stock” means, with respect to any Person, any and all Capital Stock which is preferred as to the payment of dividends or distributions, upon liquidation or otherwise, over another class of Capital Stock of such Person.

     “principal” of any Debt means the principal amount of such Debt, (or if such Debt was issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt), together with, unless the context otherwise indicates, any premium then payable on such Debt.

     “Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

     “Qualified Stock” means all Capital Stock of a Person other than Disqualified Stock.

     “Receivables” means the consolidated trade receivables of the Company, net of allowance for doubtful accounts, as determined in accordance with GAAP.

     “refinance” has the meaning assigned to such term in Section 4.06(b)(iv).

     “Refinancing Transactions” has the meaning assigned to such term in the Offering Circular.

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     “Register” has the meaning assigned to such term in Section 2.09.

     “Registrar” means a Person engaged to maintain the Register.

     “Registration Rights Agreement” means (i) the Registration Rights Agreement dated on or about the Issue Date between the Company, the Guarantors party thereto and the Initial Purchasers party thereto with respect to the Initial Notes, and (ii) with respect to any Additional Notes, any registration rights agreements between the Company, the Guarantors party thereto and the Initial Purchasers party thereto relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes or exchange them for Notes registered under the Securities Act.

     “Regular Record Date” for the interest payable on any Interest Payment Date means the June 15 or December 15 (whether or not a Business Day) next preceding such Interest Payment Date.

     “Regulation S” means Regulation S under the Securities Act.

     “Regulation S Certificate” means a certificate substantially in the form of Exhibit E hereto.

     “Restricted Legend” means the legend set forth in Exhibit C.

     “Restricted Payment” has the meaning assigned to such term in Section 4.07.

     “Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S.

     “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

     “Rule 144A” means Rule 144A under the Securities Act.

     “Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit F hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such

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information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

     “S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc. and its successors.

     “Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor.

     “Secured Debt” means any Debt secured by a Lien.

     “Securities Act” means the Securities Act of 1933.

     “Senior Debt” of the Company or of a Guarantor, as the case may be, means all Obligations with respect to Debt of the Company or such Guarantor, as relevant, whether outstanding on the Issue Date or thereafter created, except for Debt which, in the instrument creating or evidencing the same, is expressly stated to be not senior in right of payment to the Notes or, in respect of such Guarantor, its Note Guaranty; provided that Senior Debt does not include (i) any obligation to the Company or any Restricted Subsidiary, (ii) trade payables or (iii) any Debt Incurred in violation of the Indenture.

     “Shelf Registration Statement” means the Shelf Registration Statement as defined in a Registration Rights Agreement.

     “Significant Restricted Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the date of the Indenture.

     “Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

     “Subordinated Debt” means any Debt of the Company or any Guarantor which is subordinated in right of payment to the Notes or the Note Guaranty, as applicable, pursuant to a written agreement to that effect.

     “Subsidiary” means with respect to any Person, any corporation, association or other business entity of which more than 50% of the outstanding

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Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such Person (or a combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of the Company.

     “Tangible Assets” means the total amount of assets of the Company and its Restricted Subsidiaries (less applicable depreciation, depletion, amortization and other valuation reserves), after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as (i) set forth on the most recent balance sheet of the Company and its Restricted Subsidiaries delivered pursuant to Section 4.17, (ii) determined in accordance with GAAP and (iii) calculated on a pro forma basis after giving effect to any Asset Sale or acquisition of any business or assets or the designation of a Restricted Subsidiary as an Unrestricted Subsidiary occurring after the date of such balance sheet.

     “Tontine” means Tontine Capital Partners, L.P., a Delaware limited partnership.

     “Trustee” means the party named as such in the first paragraph of the Indenture or any successor trustee under the Indenture pursuant to Article 7.

     “Trust Indenture Act” means the Trust Indenture Act of 1939.

     “U.S. Global Note” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.

     “U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agent or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof.

     “Unrestricted Subsidiary” means any Subsidiary of the Company that at the time of determination has previously been designated, and continues to be, an Unrestricted Subsidiary in accordance with Section 4.16.

     “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

     “Wholly Owned” means, with respect to any Restricted Subsidiary, a Restricted Subsidiary all of the outstanding Capital Stock of which (other than any director’s qualifying shares) is owned by the Company and one or more Wholly Owned Restricted Subsidiaries (or a combination thereof).

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     Section 1.02 . Rules of Construction. Unless the context otherwise requires or except as otherwise expressly provided,

     (a) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

     (b) “herein,” “hereof” and other words of similar import refer to the Indenture as a whole and not to any particular Section, Article or other subdivision;

     (c) all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to the Indenture unless otherwise indicated;

     (d) references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations); and

     (e) in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions the Company may classify such transaction as it, in its sole discretion, determines.

ARTICLE 2
The Notes

     Section 2.01 . Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof.

     (b) (i) Except as otherwise provided in paragraph (d), Section 2.09(b)(iv) or Section 2.10(b)(iii), (b)(v) or (c), each Global Note representing Notes originally sold by the Initial Purchasers in accordance with Rule 144A will bear the Restricted Legend.

     (ii) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.

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     (iii) Initial Notes and Initial Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.

     (iv) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.

     (c) (i) Except as otherwise provided in paragraph (d), Section 2.09(b)(iv) or Section 2.10(b)(iii), (b)(v) or (c), each Certificated Note will bear the Restricted Legend.

     (d) (i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or

     (ii) after an Initial Note or any Initial Additional Note is

     (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer

the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.

     (e) By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.

     Section 2.02 . Execution and Authentication; Exchange Notes; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.

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     (b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.

     (c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver

     (i) Initial Notes for original issue in the aggregate principal amount of up to $75,000,000,

     (ii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, and

     (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes after the following conditions have been met:

     (A) Receipt by the Trustee of an Officers’ Certificate specifying

     (1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,

     (2) whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes,

     (3) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,

     (4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and

     (5) other information the Company may determine to include or the Trustee may reasonably request.

     (B) In the case of Initial Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued.

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     (C) In the case of Exchange Notes, effectiveness of an Exchange Offer Registration Statement and consummation of the exchange offer thereunder (and receipt by the Trustee of an Officers’ Certificate to that effect). Initial Notes or Initial Additional Notes exchanged for Exchange Notes will be cancelled by the Trustee.

     Section 2.03 . Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust. (a) The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in the Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent. The Company may act as Registrar or (except for purposes of Article 8) Paying Agent. In each case the Company and the Trustee will enter into an appropriate agreement with the Agent implementing the provisions of the Indenture relating to the obligations of the Trustee to be performed by the Agent and the related rights. The Company initially appoints the Trustee as Registrar and Paying Agent.

     (b) The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Notes and will promptly notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent will have no further liability for the money so paid over to the Trustee.

     Section 2.04 . Replacement Notes. If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfully taken, the Company will issue and the Trustee will authenticate a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. Every replacement Note is an additional obligation of the Company and entitled to the benefits of the Indenture. If required by the Trustee or the Company, an indemnity must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company and the Trustee from any loss they may suffer if a Note is replaced. The Company may charge the Holder for the expenses of the Company and the Trustee in replacing a Note. In case the mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may pay the Note instead of issuing a replacement Note.

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     Section 2.05 . Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for

     (i) Notes cancelled by the Trustee or delivered to it for cancellation;

     (ii) any Note which has been replaced pursuant to Section 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser; and

     (iii) on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due.

     (b) A Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company.

     Section 2.06 . Temporary Notes. Until definitive Notes are ready for delivery, the Company may prepare and the Trustee will authenticate temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officer executing the temporary Notes, as evidenced by the execution of the temporary Notes. If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes will be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for the purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation of any temporary Notes the Company will execute and the Trustee will authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations.

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Until so exchanged, the temporary Notes will be entitled to the same benefits under the Indenture as definitive Notes.

     Section 2.07 . Cancellation. The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold. Any Registrar or the Paying Agent will forward to the Trustee any Notes surrendered to it for transfer, exchange or payment. The Trustee will cancel all Notes surrendered for transfer, exchange, payment or cancellation and dispose of them in accordance with its normal procedures or the written instructions of the Company. The Company may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.

     Section 2.08 . CUSIP and CINS Numbers. The Company in issuing the Notes may use “CUSIP” and “CINS” numbers, and the Trustee will use CUSIP numbers or CINS numbers in notices of redemption or exchange or in Offers to Purchase as a convenience to Holders, the notice to state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange or Offer to Purchase. The Company will promptly notify the Trustee of any change in the CUSIP or CINS numbers.

     Section 2.09 . Registration, Transfer and Exchange. (a) The Notes will be issued in registered form only, without coupons, and the Company shall cause the Trustee to maintain a register (the “Register”) of the Notes, for registering the record ownership of the Notes by the Holders and transfers and exchanges of the Notes.

     (b) (i) Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.

     (ii) Each Global Note will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (1) as set forth in Section 2.09(b)(iv) and (2) transfers of portions thereof in the form of Certificated Notes may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 2.10.

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     (iii) Agent Members will have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

     (iv) If (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Note will be deemed canceled. If such Note was an Offshore Global Note, then the Certificated Notes issued in exchange therefor will not bear the Restricted Legend.

     (c) Each Certificated Note will be registered in the name of the holder thereof or its nominee.

     (d) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.10. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the register maintained by the Trustee for the purpose; provided that

     (x) no transfer or exchange will be effective until it is registered in such register and

     (y) the Trustee will not be required (i) to issue, register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or purchased pursuant to an Offer to Purchase,

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(ii) to register the transfer of or exchange any Note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Note not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Regular Record Date and before the date of redemption or purchase. Prior to the registration of any transfer, the Company, the Trustee and their agents will treat the Person in whose name the Note is registered as the owner and Holder thereof for all purposes (whether or not the Note is overdue), and will not be affected by notice to the contrary.

     From time to time the Company will execute and the Trustee will authenticate additional Notes as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.

     No service charge will be imposed in connection with any transfer or exchange of any Note, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(iv)).

     (e) (i) Global Note to Global Note. If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

     (ii) Global Note to Certificated Note. If a beneficial interest in a Global Note is transferred or exchanged for a Certificated Note, the Trustee will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an

34

exchange), registered in the name of such transferee or owner, as applicable.

     (iii) Certificated Note to Global Note. If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

     (iv) Certificated Note to Certificated Note. If a Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

     Section 2.10 . Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

     (b) Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below.

A	B	C
U.S. Global Note	U.S. Global Note	(i)
U.S. Global Note	Offshore Global Note	(ii)

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A	B	C
U.S. Global Note	Certificated Note	(iii)
Offshore Global Note	U.S. Global Note	(iv)
Offshore Global Note	Offshore Global Note	(i)
Offshore Global Note	Certificated Note	(v)
Certificated Note	U.S. Global Note	(iv)
Certificated Note	Offshore Global Note	(ii)
Certificated Note	Certificated Note	(iii)

     (i) No certification is required.

     (ii) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required.

     (iii) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.

     (iv) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.

     (v) If the requested transfer or exchange takes place during the Restricted Period, the person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine

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that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States. If the requested transfer or exchange takes place after the Restricted Period, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.

     (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein)

     (i) after such Note is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision); provided that the Company has provided the Trustee with an Officer’s Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (i) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or

     (ii) (x) sold pursuant to an effective registration statement, pursuant to the Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer.

     Any Certificated Note delivered in reliance upon this paragraph will not bear the Restricted Legend.

     (d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee.

ARTICLE 3
Redemption; Offer to Purchase

     Section 3.01 . Optional Redemption. At any time and from time to time, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date.

     Section 3.02 . [Reserved]

     Section 3.03 . Method and Effect of Redemption. (a) If the Company elects to redeem Notes, it must notify the Trustee of the redemption date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at

37

least 45 days before the redemption date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed pro rata, by lot or by any other method the Trustee in its sole discretion deems fair and appropriate, in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Company or at the Company’s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 30 days but not more than 60 days before the redemption date.

     (b) The notice of redemption will identify the Notes to be redeemed and will include or state the following:

     (i) the redemption date;

     (ii) the redemption price, including the portion thereof representing any accrued interest;

     (iii) the place or places where Notes are to be surrendered for redemption;

     (iv) Notes called for redemption must be so surrendered in order to collect the redemption price;

     (v) on the redemption date the redemption price will become due and payable on Notes called for redemption, and interest on Notes called for redemption will cease to accrue on and after the redemption date;

     (vi) if any Note is redeemed in part, on and after the redemption date, upon surrender of such Note, new Notes equal in principal amount to the unredeemed portion will be issued; and

     (vii) if any Note contains a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the notice of redemption and that the Holder should rely only on the other identification numbers printed on the Notes.

     (c) Once notice of redemption is sent to the Holders, Notes called for redemption become due and payable at the redemption price on the redemption date, and upon surrender of the Notes called for redemption, the Company shall

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redeem such Notes at the redemption price. Commencing on the redemption date, Notes redeemed will cease to accrue interest. Upon surrender of any Note redeemed in part, the Holder will receive a new Note equal in principal amount to the unredeemed portion of the surrendered Note.

     Section 3.04 . Offer to Purchase. (a) An “Offer to Purchase” means an offer by the Company to purchase Notes as required by the Indenture. An Offer to Purchase must be made by written offer (the “offer”) sent to the Holders. The Company will notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

     (b) The offer must include or state the following as to the terms of the Offer to Purchase:

     (i) the provision of the Indenture pursuant to which the Offer to Purchase is being made;

     (ii) the aggregate principal amount of the outstanding Notes offered to be purchased by the Company pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to the Indenture) (the “purchase amount”);

     (iii) the purchase price, including the portion thereof representing accrued interest;

     (iv) an expiration date (the “expiration date”) not less than 30 days or more than 60 days after the date of the offer, and a settlement date for purchase (the “purchase date”) not more than five Business Days after the expiration date;

     (v) information concerning the business of the Company and its Subsidiaries which the Company in good faith believes will enable the Holders to make an informed decision with respect to the Offer to Purchase, at a minimum to include

     (A) the most recent annual and quarterly financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the Company,

     (B) a description of material developments in the Company’s business subsequent to the date of the latest of the

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financial statements (including a description of the events requiring the Company to make the Offer to Purchase), and

     (C) if applicable, appropriate pro forma financial information concerning the Offer to Purchase and the events requiring the Company to make the Offer to Purchase;

     (vi) a Holder may tender all or any portion of its Notes, subject to the requirement that any portion of a Note tendered must be in a minimum denomination of $1,000 and any multiple of $1,000 in excess thereof.

     (vii) the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;

     (viii) each Holder electing to tender a Note pursuant to the offer will be required to surrender such Note at the place or places specified in the offer prior to the close of business on the expiration date (such Note being, if the Company or the Trustee so requires, duly endorsed or accompanied by a duly executed written instrument of transfer);

     (ix) interest on any Note not tendered, or tendered but not purchased by the Company pursuant to the Offer to Purchase, will continue to accrue;

     (x) on the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date;

     (xi) Holders are entitled to withdraw Notes tendered by giving notice, which must be received by the Company or the Trustee not later than the close of business on the expiration date, setting forth the name of the Holder, the principal amount of the tendered Notes, the certificate number of the tendered Notes and a statement that the Holder is withdrawing all or a portion of the tender;

     (xii) (A) if Notes in an aggregate principal amount less than or equal to the purchase amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company will purchase all such Notes, and (B) if the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that

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     only Notes in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof will be purchased;

     (xiii) if any Note is purchased in part, new Notes equal in principal amount to the unpurchased portion of the Note will be issued; and

     (xiv) if any Note contains a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the offer and that the Holder should rely only on the other identification numbers printed on the Notes.

     (c) On or prior to the purchase date, the Company will accept tendered Notes for purchase as required by the Offer to Purchase and deliver to the Trustee all Notes so accepted together with an Officers’ Certificate specifying which Notes have been accepted for purchase. On the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date. The Trustee will promptly return to Holders any Notes not accepted for purchase and send to Holders new Notes equal in principal amount to any unpurchased portion of any Notes accepted for purchase in part.

     (d) The Company will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

ARTICLE 4
Covenants

     Section 4.01 . Payment of Notes. (a) The Company agrees to pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and the Indenture. Not later than 10:00 A.M. (New York City time) on the due date of any principal of or interest on any Notes, or any redemption or purchase price of the Notes, the Company will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts, provided that if the Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in the Indenture. In each case the Company will promptly notify the Trustee of its compliance with this paragraph.

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     (b) An installment of principal or interest will be considered paid on the date due if the Trustee (or Paying Agent, other than the Company or any Affiliate of the Company) holds on that date money designated for and sufficient to pay the installment. If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders.

     (c) The Company agrees to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest at the rate per annum specified in the Notes.

     (d) Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Company will make all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each Holder’s registered address.

     Section 4.02 . Maintenance of Office or Agency. The Company will maintain in the United States of America, an office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Notes and the Indenture may be served. The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served to the Trustee.

     The Company may also from time to time designate one or more other offices or agencies where the Notes may be surrendered or presented for any of such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

     Section 4.03 . Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the existence of each of its Restricted Subsidiaries in accordance with their respective organizational documents, and the material rights, licenses and franchises of the Company and each Restricted Subsidiary, provided that the Company is not required to preserve any such right, license or franchise, or the existence of any Restricted Subsidiary, if the maintenance or preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted

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Subsidiaries taken as a whole; and provided further that this Section does not prohibit any transaction otherwise permitted by Section 4.13 or Article 5.

     Section 4.04 . Payment of Taxes and other Claims. The Company will pay or discharge, and cause each of its Subsidiaries to pay or discharge before the same become delinquent (i) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or its income or profits or property, and (ii) all material lawful claims for labor, materials and supplies that, if unpaid, might by law become a Lien upon the property of the Company or any Subsidiary, other than any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established.

     Section 4.05 . Maintenance of Properties and Insurance. (a) The Company will cause all properties used or useful in the conduct of its business or the business of any of its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order as in the judgment of the Company may be necessary so that the business of the Company and its Restricted Subsidiaries may be properly and advantageously conducted at all times; provided that nothing in this Section prevents the Company or any Restricted Subsidiary from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole.

     (b) The Company will provide or cause to be provided, for itself and its Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds customarily insured against by corporations similarly situated and owning like properties, including, but not limited to, products liability insurance and public liability insurance, with reputable insurers, in such amounts, with such deductibles and by such methods as are customary for corporations similarly situated in the industry in which the Company and its Restricted Subsidiaries are then conducting business.

     Section 4.06 . Limitation on Debt and Disqualified or Preferred Stock. (a) The Company

     (i) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt; and

     (ii) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock, and will not permit any of its Restricted Subsidiaries to Incur any Preferred Stock (other than Disqualified or

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Preferred Stock of Restricted Subsidiaries held by the Company or a Wholly Owned Restricted Subsidiary, so long as it is so held);

provided that the Company or any Guarantor may Incur Debt or Disqualified Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio is not less than 2.00 to 1.00.

     (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur the following (“Permitted Debt”):

     (i) Debt (“Permitted Bank Debt”) of the Company pursuant to the Credit Agreement; provided that the aggregate principal amount of such Debt at any time outstanding does not exceed the greater of (x) $110 million, and (y) the Borrowing Base Amount, and Guarantees of such Debt by any Restricted Subsidiary;

     (ii) Debt of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary so long as such Debt continues to be owed to the Company or a Restricted Subsidiary and which, if the obligor is the Company or a Guarantor, is subordinated in right of payment to the Notes;

     (iii) Debt of the Company pursuant to the Notes (other than Additional Notes) and the New Senior Secured Notes and Debt of any Guarantor pursuant to a Note Guaranty of the Notes (including Additional Notes) and any guarantee of the New Senior Secured Notes;

     (iv) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that

     (A) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes,

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     (B) the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced,

     (C) in no event may Debt of the Company be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and in no event may Debt of a Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and

     (D) Debt Incurred pursuant to clauses (i), (ii), (v), (vi), (x), (xi), (xii) and (xiii) may not be refinanced pursuant to this clause;

     (v) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation;

     (vi) Debt of the Company or any Restricted Subsidiary with respect to letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or appeal bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the acquisition or disposition of any business or assets;

     (vii) Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under Section 4.06(a);

     (viii) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (iv)(D), not otherwise constituting Permitted Debt);

     (ix) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than 180 days after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or cost of construction or improvement, provided that the aggregate outstanding principal amount of any Debt Incurred pursuant to this clause (ix) may not exceed (a) the greater of (i) $10.0 million or (ii) 3% of Tangible Assets (measured at the time of Incurrence of any such Debt), in each case less (b) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this

45

clause (ix); provided, however, that no Debt may be incurred pursuant to this clause in order to finance any part of the purchase price or cost of construction or improvement of the New Mold Line;

     (x) Debt of the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Guarantor Incurred under any other clause of this covenant;

     (xi) Debt of the Company or a Restricted Subsidiary owed to any Person in connection with liability insurance provided by such Person to the Company or such Restricted Subsidiary, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;

     (xii) Debt in respect of performance bonds; and

     (xiii) other Debt of the Company or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed $15.0 million.

     For purposes of determining compliance with this covenant, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xiii) above or is entitled to be Incurred pursuant to paragraph (a) of this Section 4.06, the Company shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Debt in any manner that complies with this Section 4.06; provided that all Debt under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (i) and the Company shall not be permitted to reclassify all or any portion of such Debt under the Credit Agreement outstanding on the Issue Date.

     Section 4.07 . Limitation on Restricted Payments. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly (the payments and other actions described in the following clauses being collectively “Restricted Payments”):

     (i) declare or pay any dividend or make any distribution on its Equity Interests (other than dividends or distributions paid in the Company’s Qualified Equity Interests) held by Persons other than the Company or any of its Wholly Owned Restricted Subsidiaries;

     (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any Restricted Subsidiary held by

46

Persons other than the Company or any of its Wholly Owned Restricted Subsidiaries;

     (iii) repay, redeem, repurchase, defease or otherwise acquire or retire for value, or make any payment on or with respect to, any Subordinated Debt except a payment of interest or principal at Stated Maturity; or

     (iv) make any Investment other than a Permitted Investment;

unless, at the time of, and after giving effect to, the proposed Restricted Payment:

     (1) no Default has occurred and is continuing,

     (2) the Company could Incur at least $1.00 of Debt under the Fixed Charge Coverage Ratio test set forth in Section 4.06(a), and

     (3) the aggregate amount expended for all Restricted Payments made on or after the Issue Date would not, subject to paragraph (c), exceed the sum of

     (A) 50% of the aggregate amount of the Consolidated Net Income (or, if the Consolidated Net Income is a loss, minus 100% of the amount of the loss) accrued on a cumulative basis during the period, taken as one accounting period, beginning on the first day of the first fiscal quarter of the Company for which a quarterly or annual report is provided pursuant to Section 4.17 after the Issue Date and ending on the last day of the Company’s most recently completed fiscal quarter for which internal financial statements are available, plus

     (B) subject to paragraph (c), the aggregate net cash proceeds received by the Company (other than from a Subsidiary) after the Issue Date from

     (1) the issuance and sale of its Qualified Equity Interests, including by way of issuance of its Disqualified Equity Interests or Debt to the extent since converted into Qualified Equity Interests of the Company, or

     (2) as a contribution to its common equity, plus

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     (C) an amount equal to the sum, for all Unrestricted Subsidiaries, of the following:

     (x) the cash return, after the Issue Date, on Investments in an Unrestricted Subsidiary made after the Issue Date pursuant to this paragraph (a) as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income), plus

     (y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the assets less liabilities of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary,

     not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments made after the Issue Date by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary pursuant to this paragraph (a), plus

     (D) the cash return, after the Issue Date, on any other Investment made after the Issue Date pursuant to this paragraph (a), as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income), not to exceed the amount of such Investment so made.

     The amount expended in any Restricted Payment, if other than in cash, will be deemed to be the fair market value of the relevant non-cash assets, as determined in good faith by the Board of Directors, whose determination will be conclusive and evidenced by a Board Resolution.

     (b) The foregoing will not prohibit:

     (i) the payment of any dividend within 60 days after the date of declaration thereof if, at the date of declaration, such payment would comply with paragraph (a);

     (ii) dividends or distributions by a Restricted Subsidiary payable, on a pro rata basis or on a basis more favorable to the Company, to all holders of any class of Capital Stock of such Restricted Subsidiary a majority of which is held, directly or indirectly through Restricted Subsidiaries, by the Company;

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     (iii) the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of all or any portion of the Company’s 13% Senior Subordinated Notes due 2013 which are outstanding on the Issue Date with the proceeds of the offering of the Notes and of the offering of the New Senior Secured Notes;

     (iv) the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt with the proceeds of, or in exchange for, Permitted Refinancing Debt;

     (v) the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Company or any Restricted Subsidiary in exchange for, or out of the proceeds of a substantially concurrent offering of, Qualified Equity Interests of the Company or of a cash contribution to the common equity of the Company;

     (vi) the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Debt of the Company in exchange for, or out of the proceeds of, a substantially concurrent offering of, Qualified Equity Interests of the Company or of a cash contribution to the common equity of the Company;

     (vii) any Investment made in exchange for, or out of the net cash proceeds of, a substantially concurrent offering of Qualified Equity Interests of the Company or of a cash contribution to the common equity of the Company;

     (viii) the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Company or ACP Holding held by officers, directors or employees or former officers, directors or employees (or their estates or beneficiaries under their estates), upon death, disability, retirement, severance or termination of employment or pursuant to any agreement under which the Equity Interests were issued; provided that the aggregate cash consideration paid therefor after the Issue Date does not exceed an aggregate amount of $1,000,000 in any fiscal year (with unused amounts in any fiscal year being permitted to be carried over for the two succeeding fiscal years);

     (ix) the payment of cash dividends on any Disqualified Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary Incurred after the Issue Date in compliance with Section 4.06;

     (x) the repurchase of any Subordinated Debt at a purchase price not greater than 101% of the principal amount thereof in the event of

49

(x) a change of control pursuant to a provision no more favorable to the holders thereof than Section 4.12 or (y) an Asset Sale pursuant to a provision no more favorable to the holders thereof than Section 4.13, provided that, in each case, prior to the repurchase the Company has made an Offer to Purchase and repurchased all Notes issued under the Indenture that were validly tendered for payment in connection with the Offer to Purchase;

     (xi) the payment of a dividend or distribution by the Company and its Subsidiaries, directly or indirectly, to ACP Holding in an amount sufficient to permit ACP Holding to pay its consolidated, combined or unitary United States federal, state and local tax liabilities relating to the business of the Company and its Subsidiaries, provided that ACP Holding applies the amount of such dividend or distribution for such purpose at approximately such time;

     (xii) payments by the Company to NFC Castings or ACP Holding not to exceed an amount necessary to permit NFC Castings or ACP Holding to (A) make payments in respect to its indemnification obligations owing to directors, officers, or other Persons under NFC Castings’ or ACP Holding’s charter or by-laws or pursuant to written agreements with any such Person, (B) make payments in respect of its other operational expenses (other than taxes) incurred in the ordinary course of business to the extent related to acting as a holding company for the Company, or (C) make payments in respect of indemnification obligations and costs and expenses incurred by ACP Holding in connection with any offering of common stock of ACP Holding; and

     (xiii) any other Restricted Payment, which together with all other Restricted Payments made pursuant to this clause (xiii) on or after the Issue Date, does not exceed $10.0 million; and

provided that, in the case of clauses (vii), (viii), (ix), (xii) or (xiii), no Default has occurred and is continuing or would occur as a result thereof.

     (c) Proceeds of the issuance of Qualified Equity Interests will be included under clause (iii) of paragraph (a) only to the extent they are not applied as described in clause (v), (vi) or (vii) of paragraph (b). Restricted Payments permitted pursuant to clause (iv), (v), (vi), (vii) or (xi) of paragraph (b) will not be included in making the calculations under clause (iii) of paragraph (a).

     (d) Not later than the date of making any Restricted Payment, the Company will deliver to the Trustee an Officers’ Certificate stating that the Restricted Payment is permitted and setting forth the basis upon which the

50

calculations required by the covenant were calculated, which calculations may be based on the Company’s latest available financial statements, delivered, or required to be delivered, pursuant to Section 4.17.

     Section 4.08 . Limitation on Liens. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur or permit to exist any Lien of any nature whatsoever on any of its properties or assets securing Debt, whether owned at the Issue Date or thereafter acquired, other than Permitted Liens.

     Section 4.09 . Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any property or asset unless

     (a) the Company or the Restricted Subsidiary would be entitled to

     (i) Incur Debt in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to Section 4.06, and

     (ii) create a Lien on such property or asset securing such Attributable Debt pursuant to Section 4.08

in which case, the corresponding Debt and Lien will be deemed incurred pursuant to those provisions, and

     (b) the Company complies with Section 4.13 in respect of such transaction.

     Section 4.10 . Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b), the Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to

     (i) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,

     (ii) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,

     (iii) make loans or advances to the Company or any other Restricted Subsidiary, or

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     (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary.

     (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions

     (i) existing on the Issue Date in the Credit Agreement, the Indenture, or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

     (ii) existing under or by reason of applicable law;

     (iii) existing

     (A) with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or

     (B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary,

which encumbrances or restrictions (1) are not applicable to any other Person or the property or assets of any other Person and (2) were not put in place in anticipation of such event and any extensions, renewals, replacements or refinancings of any of the foregoing, provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

     (iv) of the type described in clause (a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Company or any Restricted Subsidiary;

     (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or

52

disposition of all or substantially all of the Capital Stock of, or property and assets of, the Restricted Subsidiary that is permitted by Section 4.13;

     (vi) contained in the terms governing any Permitted Refinancing Debt, which terms are, taken as a whole, no less favorable in any material respect to the Noteholders than those contained in the agreements governing the Debt being refinanced, or

     (vii) required pursuant to the Indenture.

     Section 4.11 . Guaranties by Restricted Subsidiaries. If the Company or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Domestic Restricted Subsidiary after the date of the Indenture or acquires or creates any other Restricted Subsidiary and such Restricted Subsidiary guarantees any other Debt of the Company, the new Restricted Subsidiary must provide a Note Guaranty.

     A Restricted Subsidiary required to provide a Note Guaranty shall execute a supplemental indenture substantially in the form of Exhibit B, and deliver an Opinion of Counsel to the Trustee to the effect that the supplemental indenture has been duly authorized, executed and delivered by the Restricted Subsidiary and constitutes a valid and binding obligation of the Restricted Subsidiary, enforceable against the Restricted Subsidiary in accordance with its terms (subject to customary exceptions).

     Section 4.12 . Repurchase of Notes Upon a Change of Control. Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase.

     Section 4.13 . Limitation on Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Sale unless the following conditions are met:

     (a) The Asset Sale is for fair market value, as determined in good faith by the Board of Directors.

     (b) At least 75% of the consideration received by the Company or such Restricted Subsidiary consists of cash received at closing (except in the case of a Permitted Asset Swap).

For purposes of this clause (b): (i) the assumption by the purchaser of Debt or other obligations (other than Subordinated Debt) of the Company or a Restricted Subsidiary pursuant to a customary novation agreement, and (ii) instruments or securities received from the purchaser that are promptly, but in any event within

53

60 days of the closing, converted by the Company to cash, to the extent of the cash actually so received, shall be considered cash received at closing.

     (c) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Net Cash Proceeds may be used

     (i) to repay Senior Debt in each case owing to a Person other than the Company or any Restricted Subsidiary, or

     (ii) to acquire all or substantially all of the assets of a Permitted Business, or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business, or to make capital expenditures or otherwise acquire long-term assets that are to be used in a Permitted Business; provided further, that, in the case of this clause (ii), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment if (x) such acquisition or capital expenditure is consummated within 545 days after receipt by the Company or any Restricted Subsidiary of the Net Cash Proceeds of any Asset Sale and (y) if such acquisition or capital expenditure is not consummated within the period set forth in subclause (x), the Net Cash Proceeds not so applied will be deemed to be Excess Proceeds (as defined below);

     (d) The Net Cash Proceeds of an Asset Sale not applied pursuant to clause (c) within the time periods specified therein constitute “Excess Proceeds”. Excess Proceeds of less than $10.0 million will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds $10.0 million, the Company must, within 30 days (or, if the Company is required to make an offer to purchase any Senior Debt with such proceeds, within 30 days following the completion of such offer), make an Offer to Purchase Notes having a principal amount equal to

     (i) accumulated Excess Proceeds, multiplied by

     (ii) a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Debt that is similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale,

rounded down to the nearest $1,000. The purchase price for the Notes will be 100% of the principal amount plus accrued interest to the date of purchase. Upon completion of the Offer to Purchase, Excess Proceeds will be reset at zero, and any

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Excess Proceeds remaining after consummation of the Offer to Purchase may be used for any purpose not otherwise prohibited by the Indenture.

     (e) [Reserved]

     Section 4.14 . Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with any Affiliate of the Company or any Restricted Subsidiary (a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company.

     (b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the Board of Directors who are disinterested in the subject matter of the transaction pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $15.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view.

(c) The foregoing paragraphs do not apply to

     (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company and any merger of the Company and any direct or indirect parent of the Company; provided, however, that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or intermediate parent companies (which themselves have no other material assets or liabilities) and such merger is otherwise in compliance with the terms of the Indenture and effected for a bona fide business purpose;

     (ii) any reasonable fees, advances and compensation (including incentive compensation) provided to, and indemnity provided on behalf of, officers, directors and employees of NFC Castings, ACP Holding, the Company and its Restricted Subsidiaries as determined in good faith by the Board of Directors of the Company;

55

     (iii) any Restricted Payments of a type described in paragraphs (a)(i) and (a)(ii) under Section 4.07 if permitted by that covenant;

     (iv) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business;

     (v) transactions pursuant to any contract or agreement in effect on the date of the Indenture, as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the date of the Indenture;

     (vi) payment of principal of, and interest (including Deferred Interest Payments) on, the Notes held by Affiliates;

     (vii) Debt permitted pursuant to paragraph (b)(ii) under Section 4.06;

     (viii) non-exclusive licenses of intellectual property among the Company and the Restricted Subsidiaries or among the Restricted Subsidiaries;

     (ix) repurchases of the Company’s outstanding 13% Senior Subordinated Notes due 2013 and 11% Senior Secured Notes due 2010 owned by any Permitted Holders on the same terms and conditions as repurchases from other holders thereof, including payment of all related premiums and consent fees;

     (x) any redemption of the Notes at a price not greater than 100% of the principal amount thereof; or

     (xi) any transaction or series of related transactions with any customer or supplier in the ordinary course of business that are on terms no less favorable than could be obtained in a comparable arms-length transaction with a Person that is not an Affiliate of the Company, which transaction or series of transactions, if their aggregate value exceeds $5.0 million, are approved by a majority of the Board of Directors who are disinterested in the subject matter thereof.

     Section 4.15 . Line of Business. The Company will not, and will not permit any of its Restricted Subsidiaries, to engage in any business other than a Permitted Business, except to an extent that so doing would not be material to the Company and its Restricted Subsidiaries, taken as a whole.

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     Section 4.16 . Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors may designate any Subsidiary (including a newly acquired or created Subsidiary), other than any entity that owns or operates the facilities that are owned or operated on the Issue Date by the Neenah Foundry Company (but only with respect to the manufacturing facilities located in Neenah, Wisconsin), the Dalton Corporation or Deeter Foundry, Inc., to be an Unrestricted Subsidiary if it meets the following qualifications and the designation would not cause a Default.

     (i) Such Subsidiary does not own any Capital Stock of the Company or any Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Company or any Restricted Subsidiary.

     (ii) At the time of designation, the designation would be permitted under Section 4.07.

     (iii) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Sections 4.06 and 4.07.

     (iv) The Subsidiary is not party to any transaction or arrangement with the Company or any Restricted Subsidiary that would not be permitted under Section 4.14.

     (v) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results, except to the extent permitted by Sections 4.06 and 4.07.

Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b).

     (b) (i) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the qualifications set forth in paragraph (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in paragraph (d).

     (ii) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default.

     (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,

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     (i) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time;

     (ii) all existing Capital Stock or Debt of the Company or a Restricted Subsidiary held by it will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time;

     (iii) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time;

     (iv) it is released at that time from its Note Guaranty, if any; and

     (v) it will cease to be subject to the provisions of the Indenture as a Restricted Subsidiary.

     (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary,

     (i) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.13;

     (ii) Investments therein previously charged under Section 4.07 will be credited thereunder;

     (iii) it may be required to issue a Note Guaranty pursuant to Section 4.11; and

     (iv) it will thenceforward be subject to the provisions of the Indenture as a Restricted Subsidiary.

     (e) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and an Officer’s Certificate certifying that the designation complied with the foregoing provisions.

     Section 4.17 . Financial Reports. (a) Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company must provide the Trustee and Noteholders within the time periods

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specified in those sections and the regulations thereunder applicable to a non-accelerated filer with

     (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual information only, a report thereon by the Company’s certified independent accountants, and

     (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

     In addition, whether or not required by the Commission, the Company will, if the Commission will accept the filing, file a copy of all of the information and reports referred to in clauses (i) and (ii) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations for a non-accelerated filer. In addition, the Company will make the information and reports available to securities analysts and prospective investors upon request.

     (b) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

     (c) All obligors on the Notes will comply with Section 314(a) of the Trust Indenture Act.

     (d) Delivery of these reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

     Section 4.18 . Reports To Trustee.

     (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year a certificate from the principal executive, financial or accounting officer of the Company stating that the officer has conducted or supervised a review of the activities of the Company and its Restricted Subsidiaries and their performance under the Indenture and that, based upon such

59

review, the Company has fulfilled its obligations hereunder or, if there has been a Default, specifying the Default and its nature and status.

     (b) The Company will deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware or should reasonably become aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action which the Company proposes to take with respect thereto.

     (c) The Company will deliver to the Trustee within 120 days after the end of each fiscal year of the Company, beginning with the fiscal year ended September 30, 2007, a written statement by the Company’s independent public accountants stating whether, in connection with their audit examination, any Default has come to their attention and, if such a Default has come to their attention, specifying the nature and period of the existence thereof; provided, however, that if the Company’s independent public accountants are unable to provide such written statement due to the existence of a rule, regulation or policy prohibiting such accountants from delivering such written statement, then the Company shall not be required to provide such written statement to the Trustee.

     Section 4.19 . Anti-layering. Neither the Company nor any Guarantor may Incur Debt that is subordinate in right of payment to Senior Debt of the Company or the Guarantor unless such Debt is pari passu with, or subordinated in right of payment to, the Notes or the relevant Note Guaranty.

ARTICLE 5
Consolidation, Merger or Sale of Assets

     Section 5.01 . Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets. (a) The Company will not

     (i) consolidate with or merge with or into any Person, or

     (ii) sell, convey, transfer, or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person or

     (iii) permit any Person to merge with or into the Company

unless

     (A) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation

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organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture all of the obligations of the Company under the Indenture, the Notes and the Registration Rights Agreement;

     (B) immediately after giving effect to the transaction, no Default has occurred and is continuing;

     (C) immediately after giving effect to the transaction on a pro forma basis, the Company or the resulting surviving or transferee Person could Incur at least $1.00 of Debt pursuant to the Fixed Charge Coverage Ratio test set forth under Section 4.06(a); and

     (D) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the Indenture;

provided, that clauses (B) and (C) do not apply (i) to the consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary or the consolidation or merger of a Wholly Owned Restricted Subsidiary with or into the Company, (ii) if, in the good faith determination of the Board of Directors of the Company, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of incorporation of the Company or (iii) to any merger of the Company and any direct or indirect parent of the Company, provided further, in the case of this clause (iii), that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or intermediate parent companies (which themselves have no other material assets or liabilities) and such merger is otherwise in compliance with the terms of the Indenture and effected for a bona fide business purpose.

     (b) The Company shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons.

     (c) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, the Notes and the Registration Rights Agreement, with the same effect as if such successor Person had been named as the Company in the Indenture. Upon such substitution,

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unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under the Indenture, the Notes and the Registration Rights Agreement.

     Section 5.02 . Consolidation, Merger or Sale of Assets by a Guarantor. (a) No Guarantor may

     (i) consolidate with or merge with or into any Person, or

     (ii) sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person, or

     (iii) permit any Person to merge with or into the Guarantor

unless

     (A) the other Person is the Company or any Wholly Owned Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction); or

     (B) (1) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of the Guarantor under its Note Guaranty and the Registration Rights Agreement; and

     (2) immediately after giving effect to the transaction, no Default has occurred and is continuing; or

     (C) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Domestic Restricted Subsidiary) otherwise permitted by the Indenture.

ARTICLE 6
Default and Remedies

Section 6.01 . Events of Default. An “Event of Default” occurs if

     (a) the Company defaults in the payment of the principal of any Note when the same becomes due and payable at maturity, upon acceleration or

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redemption, or otherwise (other than pursuant to an Offer to Purchase); whether or not prohibited by Article 11;

     (b) the Company defaults in the payment of interest (including any Deferred Interest Payments or Additional Interest) on any Note when the same becomes due and payable, and the default continues for a period of 30 days; whether or not prohibited by Article 11;

     (c) the Company fails to make an Offer to Purchase and thereafter accept and pay for Notes tendered when and as required pursuant to Section 4.12 or Section 4.13, or the Company or any Guarantor fails to comply with Article 5; whether or not prohibited by Article 11;

     (d) the Company defaults in the performance of or breaches any other covenant or agreement of the Company in the Indenture or under the Notes and the default or breach continues for a period of 90 consecutive days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate principal amount of the Notes;

     (e) there occurs with respect to any Debt of the Company or any of its Significant Restricted Subsidiaries having an outstanding principal amount of $15.0 million or more in the aggregate for all such Debt of all such Persons (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or (ii) failure to make a principal payment when due and such defaulted payment is not made, waived or extended within the applicable grace period;

     (f) one or more final judgments or orders for the payment of money are rendered against the Company or any of its Significant Restricted Subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $15.0 million (in excess of amounts which the Company’s insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

     (g) an involuntary case or other proceeding is commenced against the Company or any Significant Restricted Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the Company or any Significant

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Restricted Subsidiary under the federal bankruptcy laws as now or hereafter in effect;

     (h) the Company or any of its Significant Restricted Subsidiaries (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any of its Significant Restricted Subsidiaries or for all or substantially all of the property and assets of the Company or any of its Significant Restricted Subsidiaries or (iii) effects any general assignment for the benefit of creditors (an event of default specified in clause (g) or (h) a “bankruptcy default”);

     (i) any Note Guaranty ceases to be in full force and effect, other than in accordance the terms of the Indenture, or a Guarantor denies or disaffirms its obligations under its Note Guaranty; or

     (j) [reserved]

     Section 6.02 . Acceleration. (a) If an Event of Default, other than a bankruptcy default with respect to the Company, occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become due and payable upon the earlier to occur of (x) the 10th day after notice thereof has been given to holders of Designated Senior Debt and (y) the date on which all of the Designated Senior Debt has been accelerated. If a bankruptcy default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Company or the Trustee will promptly notify the holders of Designated Senior Debt of any declaration of acceleration of the Notes.

     (b) The Holders of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if

     (i) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have

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become due solely by the declaration of acceleration, have been cured or waived, and

     (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

     Section 6.03 . Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of and interest on the Notes or to enforce the performance of any provision of the Notes or the Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.

     Section 6.04 . Waiver of Past Defaults. Except as otherwise provided in Sections 6.02, 6.07 and 9.02, the Holders of a majority in principal amount of the outstanding Notes may, by notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

     Section 6.05 . Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

     Section 6.06 . Limitation on Suits. A Holder may not institute any proceeding, judicial or otherwise, with respect to the Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy under the Indenture or the Notes, unless:

     (a) the Holder has previously given to the Trustee written notice of a continuing Event of Default;

     (b) Holders of at least 25% in aggregate principal amount of outstanding Notes have made written request to the Trustee to institute proceedings in respect of the Event of Default in its own name as Trustee under the Indenture;

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     (c) such Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

     (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

     (e) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction that is inconsistent with such written request.

     Section 6.07 . Rights of Holders to Receive Payment. Notwithstanding anything to the contrary, the right of a Holder of a Note to receive payment of principal of or interest on its Note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such respective dates, may not be impaired or affected without the consent of that Holder.

     Section 6.08 . Collection Suit by Trustee. If an Event of Default in payment of principal or interest specified in clause (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust for the whole amount of principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent lawful, overdue installments of interest, in each case at the rate specified in the Notes, and such further amount as is sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee hereunder.

     Section 6.09 . Trustee May File Proofs of Claim. The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders allowed in any judicial proceedings relating to the Company or any Guarantor or their respective creditors or property, and is entitled and empowered to collect, receive and distribute any money, securities or other property payable or deliverable upon conversion or exchange of the Notes or upon any such claims. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee hereunder. Nothing in the Indenture will be deemed to empower the Trustee to authorize or

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consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

     Section 6.10 . Priorities. If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

     First: to the Trustee for all amounts due hereunder;

     Second: to Holders for amounts then due and unpaid for principal of and interest on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest; and

     Third: to the Company or as a court of competent jurisdiction may direct.

     The Trustee, upon written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section.

     Section 6.11 . Restoration of Rights and Remedies. If the Trustee or any Holder has instituted a proceeding to enforce any right or remedy under the Indenture and the proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to the Holder, then, subject to any determination in the proceeding, the Company, any Guarantors, the Trustee and the Holders will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, any Guarantors, the Trustee and the Holders will continue as though no such proceeding had been instituted.

     Section 6.12 . Undertaking for Costs. In any suit for the enforcement of any right or remedy under the Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys fees and expenses, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by a Holder to enforce payment of principal of or interest on any Note on the respective due dates, or a suit by Holders of more than 10% in principal amount of the outstanding Notes.

     Section 6.13 . Rights and Remedies Cumulative. No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is

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intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other right or remedy.

     Section 6.14 . Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

     Section 6.15 . Waiver of Stay, Extension or Usury Laws. The Company and each Guarantor covenants, to the extent that it may lawfully do so, that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company or the Guarantor from paying all or any portion of the principal of, or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Indenture. The Company and each Guarantor hereby expressly waives, to the extent that it may lawfully do so, all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7

The Trustee

     Section 7.01 . General. (a) The duties and responsibilities of the Trustee are as provided by the Trust Indenture Act and as set forth herein. Whether or not expressly so provided, every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to this Article.

     (b) Except during the continuance of an Event of Default, the Trustee need perform only those duties that are specifically set forth in the Indenture and no others, and no implied covenants or obligations will be read into the Indenture against the Trustee. In case an Event of Default has occurred and is continuing, the Trustee shall exercise those rights and powers vested in it by the Indenture,

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and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

     (c) No provision of the Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct.

     Section 7.02 . Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):

     (a) The Trustee may conclusively rely, and will be fully protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit.

     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel conforming to Section 12.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion.

     (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

     (d) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

     (e) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 6.05 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under the Indenture.

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     (f) The Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

     (g) No provision of the Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.

     (h) In no event shall the Trustee be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

     (i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

     (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

     Section 7.03 . Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6):

     (a) “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and

     (b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or

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merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

     Section 7.04 . Trustee’s Disclaimer. The Trustee (a) makes no representation as to the validity or adequacy of the Indenture or the Notes, (b) is not accountable for the Company’s use or application of the proceeds from the Notes and (c) is not responsible for any statement in the Notes other than its certificate of authentication.

     Section 7.05 . Notice of Default. If any Default occurs and is continuing and is known to the Trustee, the Trustee will send notice of the Default to each Holder within 90 days after it occurs, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any Note, the Trustee may withhold the notice if and so long as a trust committee of directors of the Trustee in good faith determines that withholding the notice is in the interest of the Holders. Notice to Holders under this Section will be given in the manner and to the extent provided in Trust Indenture Act Section 313(c).

     Section 7.06 . Reports by Trustee to Holders. Within 60 days after each May 15, beginning with May 15, 2007, the Trustee will mail to each Holder, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15, if required by Trust Indenture Act Section 313(a), and file such reports with each stock exchange upon which its Notes are listed and with the Commission as required by Trust Indenture Act Section 313(d).

     Section 7.07 . Compensation And Indemnity. (a) The Company will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a Trustee of an express trust. The Company will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and counsel.

     (b) Each of the Company and the Guarantors, jointly and severally, will indemnify the Trustee for, and hold it harmless against, any loss, claim, damage or liability or expense incurred by it without negligence or bad faith on its part arising out of or in connection with the acceptance or administration of the Indenture and its duties under the Indenture and the Notes, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under the Indenture and the Notes.

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     (c) To secure the Company’s payment obligations in this Section, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, and interest on, particular Notes. The benefits of this Section shall survive the termination of this Indenture.

     Section 7.08 . Replacement of Trustee. (a)(i) The Trustee may resign at any time by written notice to the Company.

     (ii) The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by written notice to the Trustee and the Company.

     (iii) If the Trustee is no longer eligible under Section 7.10 or in the circumstances described in Trust Indenture Act Section 310(b), any Holder that satisfies the requirements of Trust Indenture Act Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

     (iv) The Company may remove the Trustee if: (A) the Trustee is no longer eligible under Section 7.10; (B) the Trustee is adjudged a bankrupt or an insolvent; (C) a receiver or other public officer takes charge of the Trustee or its property; or (D) the Trustee becomes incapable of acting.

A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

     (b) If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Notes may appoint a successor Trustee with the consent of the Company. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. If the successor Trustee does not deliver its written acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

     (c) Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company, (i) the retiring Trustee will transfer, upon payment of its fees and expenses hereunder, all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation or removal of the retiring Trustee will become

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effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee under the Indenture. Upon request of any successor Trustee, the Company will execute any and all instruments for fully and vesting in and confirming to the successor Trustee all such rights, powers and trusts. The Company will give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders, and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office.

     (d) Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 will continue for the benefit of the retiring Trustee.

     (e) The Trustee agrees to give the notices provided for in, and otherwise comply with, Trust Indenture Act Section 310(b).

     Section 7.09 . Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act will be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee in the Indenture.

     Section 7.10 . Eligibility. The Indenture must always have a Trustee that satisfies the requirements of Trust Indenture Act Section 310(a) and has a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.

     Section 7.11 . Money Held in Trust. The Trustee will not be liable for interest on any money received by it except as it may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8.

ARTICLE 8

Defeasance and Discharge

     Section 8.01 . Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s obligations under the Notes, the Indenture and each Guarantor’s obligations under its Note Guaranty, will terminate, if:

     (i) all Notes previously authenticated and delivered (other than (A) destroyed, lost or stolen Notes that have been replaced or (B) Notes that are paid pursuant to Section 4.01 or (C) Notes for whose payment

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money or U.S. Government Obligations have been held in trust and then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or

     (ii) (A) the Notes mature within sixty days, or all of them are to be called for redemption within sixty days under arrangements satisfactory to the Trustee for giving the notice of redemption,

     (B) the Company irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the Holders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment, to pay principal of and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder,

     (C) no Default has occurred and is continuing on the date of the deposit,

     (D) the deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and

     (E) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with.

     (b) After satisfying the conditions in clause (a)(i), only the Company’s obligations under Section 7.07 will survive. After satisfying the conditions in clause (a)(ii), only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture other than the surviving obligations.

     Section 8.02 . Legal Defeasance. After the 123rd day following the deposit referred to in clause (a) of this Section 8.02, the Company will be deemed to have paid and will be discharged from its obligations in respect of the Notes and the Indenture, other than its obligations in Article 2 and Sections 4.01, 4.02,

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7.07, 7.08, 8.05 and 8.06, and each Guarantor’s obligations under its Note Guaranty will terminate, provided the following conditions have been satisfied:

     (a) The Company has irrevocably deposited in trust with the Trustee, as trust funds solely for the benefit of the Holders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate thereof delivered to the Trustee, without consideration of any reinvestment, to pay principal of and interest on the Notes to maturity or redemption, as the case may be, provided that any redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee.

     (b) No Default has occurred and is continuing on the date of the deposit or occurs at any time during the 123-day period following the deposit.

     (c) The deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound.

     (d) The Company has delivered to the Trustee

     (i) either (x) a ruling received from the Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case or (y) an Opinion of Counsel, based on a change in law after the date of the Indenture, to the same effect as the ruling described in clause (x), and

     (ii) an Opinion of Counsel to the effect that (A)) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) the Holders have a valid first priority security interest in the trust funds (subject to customary exceptions), and (C) after the passage of 123 days following the deposit, the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law.

     (e) If the Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the deposit and defeasance will not cause the Notes to be delisted.

     (f) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance have been complied with.

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     Prior to the end of the 123-day period, none of the Company’s obligations under the Indenture will be discharged. Thereafter, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture except for the surviving obligations specified above.

     Section 8.03 . Covenant Defeasance. After the 123rd day following the deposit referred to in clause (a) of Section 8.02, the Company’s obligations in Sections 4.06 through 4.17, inclusive and clauses (C) and (D) of Section 5.01(a) of the Indenture, and each Guarantor’s obligations under its Note Guaranty, will terminate, and clauses (c), (d), (e), (f), (i) and (j) of Section 6.01 of the Indenture will no longer constitute Events of Default, provided the following conditions have been satisfied:

     (a) The Company has complied with clauses (a), (b), (c), (d)(ii), (e) and (f) of Section 8.02; and

     (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case.

     Except as specifically stated above, none of the Company’s obligations under the Indenture will be discharged.

     Section 8.04 . Application of Trust Money. Subject to Section 8.05, the Trustee will hold in trust the money or U.S. Government Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, and apply the deposited money and the proceeds from deposited U.S. Government Obligations to the payment of principal of and interest on the Notes in accordance with the Notes and the Indenture. Such money and U.S. Government Obligations need not be segregated from other funds except to the extent required by law.

     Section 8.05 . Repayment to Company. Subject to Sections 7.07, 8.01, 8.02 and 8.03, the Trustee will promptly pay to the Company upon request any excess money held by the Trustee at any time and thereupon be relieved from all liability with respect to such money. The Trustee will pay to the Company upon request any money held for payment with respect to the Notes that remains unclaimed for two years, provided that before making such payment the Trustee may at the expense of the Company publish once in a newspaper of general circulation in New York City, or send to each Holder entitled to such money, notice that the money remains unclaimed and that after a date specified in the notice (at least 30 days after the date of the publication or notice) any remaining unclaimed balance of money will be repaid to the Company. After payment to the

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Company, Holders entitled to such money must look solely to the Company for payment, unless applicable law designates another Person, and all liability of the Trustee with respect to such money will cease.

     Section 8.06 . Reinstatement. If and for so long as the Trustee is unable to apply any money or U.S. Government Obligations held in trust pursuant to Section 8.01, 8.02 or 8.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under the Indenture and the Notes will be reinstated as though no such deposit in trust had been made. If the Company makes any payment of principal of or interest on any Notes because of the reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held in trust.

ARTICLE 9

Amendments, Supplements and Waivers

     Section 9.01 . Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement the Indenture and/or the Notes without notice to or the consent of any Noteholder

     (a) to cure any ambiguity, defect or inconsistency;

     (b) to comply with Article 5;

     (c) to comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act;

     (d) to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee;

     (e) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;

     (f) to provide for any Guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by the Indenture;

     (g) to provide for or confirm the issuance of Additional Notes; or

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     (h) to make any other change that does not materially and adversely affect the rights of any Holder.

     Section 9.02 . Amendments With Consent of Holders. (a) Except as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the Company and the Trustee may amend or supplement the Indenture, and/or the Notes with the written consent of the Holders of a majority in principal amount of the outstanding Notes and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Company with any provision of the Indenture or the Notes. Notwithstanding the foregoing or anything to the contrary in the Indenture, so long as Tontine holds at least 25% in aggregate principal amount of the Notes, Tontine’s consent shall be required for any amendment or modification to, or waiver of, (i) the provisions in Paragraph 1 of the Notes providing for the inclusion of Notes owned by any Affiliate of the Company for purposes of determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder or under the Notes, and (ii) the last sentence of Paragraph 1 of the Notes requiring the consent of Tontine to all requests, demands, authorizations, directions, notices, consents, waivers and other actions hereunder and under the Notes.

     (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected, an amendment or waiver may not

     (i) reduce the principal amount of or change the Stated Maturity of any installment of principal of any Note,

     (ii) reduce the rate of or change the Stated Maturity of any interest payment on any Note,

     (iii) reduce the amount payable upon the redemption of any Note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed,

     (iv) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder,

     (v) make any Note payable in money other than that stated in the Note,

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     (vi) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment,

     (vii) make any change in the percentage of the principal amount of the Notes required for amendments or waivers,

     (viii) modify or change any provision of the Indenture affecting the ranking of the Notes or any Note Guaranty in a manner adverse to the Holders of the Notes,

     (ix) make any change in any Note Guaranty that would adversely affect the Noteholders, or

     (x) [Reserved]

provided that the provisions of Section 4.12 and Section 4.13 may, except as provided above, be amended or waived with the consent of Holders holding not less than 66 2/3% in aggregate principal amount of the Notes.

     (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

     (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

     (e) An amendment may not effect any change that adversely affects the rights of any holder of Senior Debt under Article 11 then outstanding unless such holder of Senior Debt, or a representative for such holder, consents to such change.

     Section 9.03 . Effect of Consent. (a) After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it is of the type requiring the consent of each Holder affected. If the amendment, supplement or waiver is of the type requiring the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it

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and every subsequent Holder of a Note that evidences the same debt as the Note of the consenting Holder.

     (b) If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of the changed terms on the Note and return it to the Holder, or exchange it for a new Note that reflects the changed terms. The Trustee may also place an appropriate notation on any Note thereafter authenticated. However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Notes in this fashion.

     Section 9.04 . Trustee’s Rights and Obligations. The Trustee shall be provided with, and will be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article is authorized or permitted by the Indenture. If the Trustee has received such an Opinion of Counsel, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Trustee. The Trustee may, but is not obligated to, execute any amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under the Indenture.

     Section 9.05 . Conformity With Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

     Section 9.06 . Payments for Consents. Neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

ARTICLE 10

Guaranties

     Section 10.01 . The Guaranties. Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, to the Holders and to the Trustee the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and

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punctual payment of all other amounts payable by the Company under the Indenture. Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Indenture. The obligations of each Guarantor under its Note Guaranty are junior and subordinated in right of payment to the Senior Debt of such Guarantor in the same manner and to the same extent as the Notes are subordinated to Senior Debt of the Company.

     Section 10.02 . Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:

     (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture, or any Note, by operation of law or otherwise;

     (2) any modification or amendment of or supplement to the Indenture, or any Note;

     (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture, or any Note;

     (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

     (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture, or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other amount payable by the Company under the Indenture; or

     (6) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

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     Section 10.03 . Discharge; Reinstatement. Each Guarantor’s obligations hereunder will remain in full force and effect until the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture have been paid in full. If at any time any payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.

     Section 10.04 . Waiver by the Guarantors. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.

     Section 10.05 . Subrogation and Contribution. Upon making any payment with respect to any obligation of the Company under this Article, the Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that the Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.

     Section 10.06 . Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Company under the Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of the Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee or the Holders.

     Section 10.07 . Limitation on Amount of Guaranty. Notwithstanding anything to the contrary in this Article, each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guaranty of such Guarantor not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under its Note Guaranty are limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent transfer provisions of the United States Bankruptcy Code or any comparable provision of state law.

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     Section 10.08 . Execution and Delivery of Guaranty. The execution by each Guarantor of the Indenture (or a supplemental indenture substantially in the form of Exhibit B) evidences the Note Guaranty of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guaranty set forth in the Indenture on behalf of each Guarantor.

     Section 10.09 . Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon

     (a) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture,

     (b) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, or

     (c) defeasance or discharge of the Notes, as provided in Article 8.

     Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

ARTICLE 11

Subordination

     The provisions of Sections 11.01 through 11.14, as written, define the subordination of the Notes, as obligations of the Company, with respect to Senior Debt of the Company and Permitted Junior Securities, as defined for the Company, only. All such provisions shall also be deemed to apply in the same way (mutatis mutandis) to each Guarantor, if any, and its Note Guaranty, with appropriate corresponding references to the Senior Debt of, and Permitted Junior Securities with respect to, such Guarantor.

     Section 11.01 . Agreement to Subordinate. The Debt evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Senior Debt. The subordination provisions are for the benefit of and enforceable by the holders of Senior Debt and their representatives.

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     Section 11.02 . Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership, assignment for the benefit of creditors or similar proceeding relating to the Company or its property, in each case whether voluntary or involuntary, domestic or foreign:

     (1) holders of Senior Debt are entitled to receive payment in full in cash of all Obligations in respect of Senior Debt, including all interest accrued or accruing on Senior Debt after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for the interest is allowed as a claim in the case or proceeding with respect to the Senior Debt (only such payment constituting “payment in full”) before Holders will be entitled to receive any payment on the Notes; and

     (2) until the Senior Debt is paid in full, any distribution to which Noteholders would be entitled but for these subordination provisions shall instead be made to holders of Senior Debt as their interests may appear.

     In order to enable the holders of Senior Debt to enforce their rights hereunder in any of the aforesaid actions or proceedings, such holders, or their representatives, are hereby irrevocably authorized in their discretion, to the extent that the Trustee does not do so at least 30 days before the expiration of the time to do so, to file and vote such proofs of claim in respect of the Debt evidenced by the Notes as they deems appropriate, and to collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued for application ratably among the holders of Senior Debt. The holders of Senior Debt and their representatives are hereby authorized to demand, sue for, collect and receive each of the aforesaid payments and distributions and give acquittance therefore, and to take such other actions as they deem necessary or advisable to enforce said rights.

     The Trustee and each Holder agrees not to initiate, prosecute or participate in any claim, action, or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens or security interests securing the Senior Debt.

     The Trustee and each Holder further agrees that during any such action or proceeding (a) this Article 11 shall be applicable and shall govern the relative rights and priorities of the holders of Senior Debt and the Trustee and the Holders of the Debt evidenced by the Notes even if all or part of the Senior Debt or any

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liens or security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such action or proceeding, and Article 11 shall be reinstated if at any time any payment of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt, (b) the holders of Senior Debt may consent to the use of cash collateral by the Company or any Restricted Subsidiary or provide financing to the Company or any Restricted Subsidiary on such terms and conditions and in such amounts as they determine, (c) they shall not object to, or oppose, a sale or other disposition of property securing the Senior Debt and (d) any holder of Senior Debt may elect to apply Section 1111(b)(2) of the United States Bankruptcy Code to all or any part of the Senior Debt.

     Section 11.03 . Default on Designated Senior Debt. (a) Notwithstanding anything to the contrary contained in this Indenture or the Notes, neither the Company nor any Restricted Subsidiary may make, and neither the Trustee or any Holder may accept, any payment with respect to the Debt evidenced by the Notes other than (i) regularly scheduled payments of interest in respect of the Notes on a non-accelerated basis, (ii) regularly scheduled payments of principal in respect of the Notes on a non-accelerated basis, (iii) payments of indemnities, costs and expenses reimbursable by the Company and the Restricted Subsidiaries pursuant to the terms of the Notes and Indenture, (iv) payments set forth in Section 11.10 and (v) other payments, including payments of Deferred Interest Payments, that would not violate the provisions of any Designated Senior Debt.

     (b) The Company shall not pay any amount with respect to the Notes or make any deposit pursuant to Article 8 and shall not repurchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) if at the time any Designated Senior Debt has not been paid when due, whether at maturity, upon redemption or mandatory repurchase, acceleration, or otherwise, and such payment default has not been cured or waived.

     (c) During the continuance of any other default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, the Company may not pay the Notes for a period (a “Payment Blockage Period”)

     (1) commencing upon the receipt by the Company and the Trustee of written notice of default from the holders of any Designated Senior Debt specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and

     (2) ending 179 days thereafter (or earlier if the Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person that gave the Blockage Notice, (ii) by

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repayment in full of such Senior Debt or (iii) because the default giving rise to the Blockage Notice is no longer continuing).

Subject to the preceding paragraph, unless the holders of such Senior Debt have accelerated the maturity of such Senior Debt, the Company may resume payments on the Notes after the Payment Blockage Period.

     (d) Not more than an aggregate of 179 days of Payment Blockage Periods may exist in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period. No default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Debt whose holders initiated the Payment Blockage Period may be made the basis of the commencement of a subsequent Payment Blockage Period by the holders of such Senior Debt, whether or not within a period of 360 consecutive days, unless the default has been cured or waived for a period of not less than 60 consecutive days.

     Section 11.04 . When Distribution Must Be Paid Over. If a payment or other distribution is made to Noteholders that because of these subordination provisions should not have been made to them, the Noteholders that receive the distribution shall hold it in trust for holders of Senior Debt and pay it over to them as their interests may appear.

     Section 11.05 . Subrogation. A distribution made under these subordination provisions to holders of Senior Debt which otherwise would have been made to Noteholders is not, as between the Company and Noteholders, a payment by the Company on Senior Debt. After all Senior Debt is paid in full and until the Notes are paid in full, Noteholders will be subrogated to the rights of holders of Senior Debt to receive payments in respect of Senior Debt. Payments to holders of Senior Debt as a result of those provisions do not constitute, as between the Company and the Noteholders, payments by the Company on the Notes.

     Section 11.06 . Relative Rights; Subordination Not to Prevent Events of Default or Limit Right to Accelerate. These subordination provisions define the relative rights of Noteholders and holders of Senior Debt and do not impair, as between the Company and Noteholders, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms. The failure to make a payment pursuant to the Notes by reason of these subordination provisions does not prevent the occurrence of a Default, nor do these subordination provisions have any effect on the right of the Noteholders or the Trustee to accelerate the maturity of the Notes upon an Event of Default or prevent the Trustee or any Noteholder from exercising its available

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remedies upon a Default, subject to the rights of holders of Senior Debt to receive distributions otherwise payable to Noteholders.

     Section 11.07 . Subordination May Not Be Impaired By Company. No right of any holder of Senior Debt to enforce the subordination of the Notes will be impaired by any act or failure to act by the Company, any Subsidiary, Trustee or Holder or by any of their failure to comply with the Indenture.

     Section 11.08 . Rights of Trustee. (a) The Trustee may continue to make payments on the Notes and will not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, the Trustee receives notice satisfactory to it from the Company or a holder of Senior Debt that payments may not be made under this Article.

     (b) The Trustee in its individual or any other capacity may hold Senior Debt with the same rights, including rights under this Article, it would have if it were not Trustee. Nothing in this Article applies to claims of, or payments to, the Trustee under or pursuant to Section 7.07.

     Section 11.09 . Distributions and Notices to, and Notices and Consents by, Representatives of Holders of Senior Debt. Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their representative (if any). If there is a representative acting for the holders of any Senior Debt pursuant to the agreements governing such Senior Debt, notices or consents under the Indenture from holders of such Senior Debt may be given only by their representative. If payment of the Notes is accelerated because of an Event of Default, the Company shall, as more fully set out in Section 6.02, promptly notify the holders of Senior Debt of such acceleration. The Company shall promptly notify the holders of the Senior Debt of any facts known to the Company that would cause a payment with respect to the Notes to violate this Article 11.

     Section 11.10 . Trust Moneys Not Subordinated; Payments in Permitted Junior Securities. Notwithstanding anything to the contrary,

     (i) payments from money or U.S. Government Obligations held by the Trustee in trust under Article 8 (after passage of the 123-day period referred to therein, if relevant) and

     (ii) distributions to Noteholders in the form of Permitted Junior Securities of the Company

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are not subordinated to the prior payment of any Senior Debt or otherwise subject to these subordination provisions, and none of the Noteholders will be obligated to pay over any such payments or distributions to any holder of Senior Debt.

     Section 11.11 . Trustee Entitled to Rely. For the purpose of ascertaining the outstanding amount of Senior Debt, the holders thereof, and all other information relevant to making any payment or distribution to holders of Senior Debt pursuant to this Article, the Trustee and the Noteholders are entitled to rely upon an order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 11.02 are pending, a certificate of the liquidating trustee or other Person making a payment or distribution to the Trustee or to the Noteholders, or information provided by the holders of Senior Debt. The Trustee may defer any payment or distribution pending receipt of evidence or instructions satisfactory to it or a judicial determination regarding the rights of parties to receive the payment or distribution.

     Section 11.12 . Trustee to Effectuate Subordination. Each Noteholder by accepting a Note authorizes and directs the Trustee on behalf of the Noteholder to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Noteholders and the holders of Senior Debt as provided in this Article and appoints the Trustee as attorney-in-fact for any and all such purposes, including for the purpose of filing a claim in any proceedings of the nature referred to in Section 11.02.

     Section 11.13 . Trustee Not Fiduciary for Holders of Senior Debt. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt and will not be liable to any such holders if it mistakenly pays over or distributes to Noteholders, or to the Company or any other Person, any money or assets to which holders of Senior Debt are entitled by virtue of this Article unless due to the Trustee’s gross negligence or wilfull misconduct.

     Section 11.14 . Reliance by Holder of Senior Debt on Subordination Provisions; No Waiver. (a) Each Noteholder by accepting a Note acknowledges and agrees that these subordination provisions are, and are intended to be, an inducement and a consideration to each holder of Senior Debt, whether created or acquired before or after the issuance of the Notes, to acquire or to hold such Senior Debt, and each holder of Senior Debt will be deemed conclusively to have relied on these subordination provisions in acquiring and holding such Senior Debt.

     (b) The holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Notes, without incurring any liability or responsibility to the Holders of the Notes, and

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without impairing the rights of holders of Senior Debt under these subordination provisions, do any of the following:

     (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding or secured;

     (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt;

     (3) release any Person liable in any manner for the payment of Senior Debt; or

     (4) exercise or refrain from exercising any rights against the Company and any other Person.

     Section 11.15 . Third Party Beneficiaries. The holders of Senior Debt shall be third party beneficiaries of the provisions of this Article 11, with the right and ability to enforce such provisions for their own benefit.

     Section 11.16 . Liens. At no time will the obligations under the Notes be secured by a lien or security interest in any property or assets. If, notwithstanding the foregoing, any such lien or security interest at any time exists, such lien or security interest shall be subordinated to the liens of the holders of Senior Debt, if any, in such property or assets and the holders of the Senior Debt shall have the right, and is hereby authorized to, take such action as is required to terminate and release such lien or security interest.

ARTICLE 12

Miscellaneous

     Section 12.01 . Trust Indenture Act of 1939. The Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.

     Section 12.02 . Noteholder Communications; Noteholder Actions. (a) The rights of Holders to communicate with other Holders with respect to the Indenture or the Notes are as provided by the Trust Indenture Act, and the Company and the Trustee shall comply with the requirements of Trust Indenture Act Sections 312(a) and 312(b). Neither the Company nor the Trustee will be held accountable

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by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

     (b) (i) Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided by this Indenture to be given or taken by a Holder (an “act”) may be evidenced by an instrument signed by the Holder delivered to the Trustee. The fact and date of the execution of the instrument, or the authority of the person executing it, may be proved in any manner that the Trustee deems sufficient.

     (ii) The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.

     (c) Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears on the Note. Subject to paragraph (d), a Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective.

     (d) The Company may, but is not obligated to, fix a record date (which need not be within the time limits otherwise prescribed by Trust Indenture Act Section 316(c)) for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of default, any declaration or acceleration or any other remedies or other consequences of the Event of Default. If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No act will be valid or effective for more than 90 days after the record date.

     Section 12.03 . Notices. (a) Any notice or communication to the Company will be deemed given if in writing (i) when delivered in person or (ii) five days after mailing when mailed by first class mail, or (iii) when sent by facsimile transmission, with transmission confirmed. Notices or communications to a Guarantor will be deemed given if given to the Company. Any notice to the Trustee will be effective only upon receipt. In each case the notice or communication should be addressed as follows:

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     if to the Company:

Neenah Foundry Company
2121 Brooks Avenue
P.O. Box 729
Neenah, Wisconsin 54957
Attention: William M. Barrett
Fax: (920) 729-3633

     if to the Trustee:

[insert address of trustee for notice]

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

     (b) Except as otherwise expressly provided with respect to published notices, any notice or communication to a Holder will be deemed given when mailed to the Holder at its address as it appears on the Register by first class mail or, as to any Global Note registered in the name of DTC or its nominee, as agreed by the Company, the Trustee and DTC. Copies of any notice or communication to a Holder, if given by the Company, will be mailed to the Trustee at the same time. Defect in mailing a notice or communication to any particular Holder will not affect its sufficiency with respect to other Holders.

     (c) Where the Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice. Waivers of notice by Holders must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers.

     Section 12.04 . Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under the Indenture, the Company will furnish to the Trustee:

     (a) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the proposed action have been complied with; and

     (b) an Opinion of Counsel stating that all such conditions precedent have been complied with.

     Section 12.05 . Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in the Indenture must include:

91

     (a) a statement that each person signing the certificate or opinion has read the covenant or condition and the related definitions;

     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in the certificate or opinion is based;

     (c) a statement that, in the opinion of each such person, that person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with, provided that an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact.

     Section 12.06 . Payment Date Other Than a Business Day. If any payment with respect to a payment of any principal of, premium, if any, or interest on any Note (including any payment to be made on any date fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no interest will accrue for the intervening period.

     Section 12.07 . Governing Law. The Indenture, including any Note Guaranties, and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

     Section 12.08 . No Adverse Interpretation of Other Agreements. The Indenture may not be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the Company, and no such indenture or loan or debt agreement may be used to interpret the Indenture.

     Section 12.09 . Successors. All agreements of the Company or any Guarantor in the Indenture and the Notes will bind its successors. All agreements of the Trustee in the Indenture will bind its successor.

     Section 12.10 . Duplicate Originals. The parties may sign any number of copies of the Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     Section 12.11 . Separability. In case any provision in the Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and

92

enforceability of the remaining provisions will not in any way be affected or impaired thereby.

     Section 12.12 . Table of Contents and Headings. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of the Indenture have been inserted for convenience of reference only, are not to be considered a part of the Indenture and in no way modify or restrict any of the terms and provisions of the Indenture.

     Section 12.13 . No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders. No director, officer, employee, incorporator, member or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or such Guarantor under the Notes, any Note Guaranty or the Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

     Section 12.14 . Waiver of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 12.15 . Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have caused the Indenture to be duly executed as of the date first written above.

NEENAH FOUNDRY COMPANY as Issuer
By:
	Name:
	Title:

94

[TRUSTEE] as Trustee
By:
	Name:
	Title:

95

ADVANCED CAST PRODUCTS, INC. DALTON CORPORATION DALTON CORPORATION, WARSAW         MANUFACTURING FACILITY DALTON CORPORATION, STRYKER MACHINING         FACILITY CO. DALTON CORPORATION, ASHLAND         MANUFACTURING FACILITY DALTON CORPORATION, KENDALLVILLE         MANUFACTURING FACILITY DEETER FOUNDRY, INC. GREGG INDUSTRIES, INC. MERCER FORGE CORPORATION A&M SPECIALTIES, INC. NEENAH TRANSPORT, INC. CAST ALLOYS, INC. BELCHER CORPORATION PEERLESS CORPORATION Acting on behalf of each of the Guarantors
By:
	Name:
	Title:

96

EXHIBIT A

[FACE OF NOTE]

NEENAH FOUNDRY COMPANY

12^1/2% Senior Subordinated Note Due 2013

[CUSIP] [CINS]                                         

No. $                    

     NEENAH FOUNDRY COMPANY, a Wisconsin corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [      ], or its registered assigns, the principal sum of [           ] DOLLARS ($[          ]) [or such other amount as indicated on the Schedule of Exchange of Notes attached hereto] on [           ], 2013.

     [Initial]¹ Interest Rate: 12^1/2% per annum.

     Interest Payment Dates: January 1 and July 1, commencing July 1, 2007.

     Regular Record Dates: June 15 and December 15.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

¹ For Initial Notes or Initial Additional Notes only.

A-1

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.

Date:	NEENAH FOUNDRY COMPANY
	By:
		Name:
		Title:

A-2

(Form of Trustee’s Certificate of Authentication)

     This is one of the 12^1/2% Senior Subordinated Notes Due 2013 described in the Indenture referred to in this Note.

[___], as Trustee
By:
	Authorized Signatory

A-3

[REVERSE SIDE OF NOTE]

NEENAH FOUNDRY COMPANY

12^1/2% Senior Subordinated Notes Due 2013

1. Principal and Interest.

     The Company promises to pay the principal of this Note on September 30, 2013.

     The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 12½% per annum [(subject to adjustment as provided below)]¹.

     Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing July 1, 2007.

     Notwithstanding the foregoing, on or before any interest payment date, the Company may defer the payment of a portion of the interest due on such interest payment date at a rate of up to 7.5% per annum (the “Deferred Interest Payment”). If the Company elects to defer the payment of the Deferred Interest Payment as aforesaid, interest at a rate of 12.5% per annum will accrue on the principal amount of the Note and on the accrued but unpaid Deferred Interest Payments. The Company may elect to defer the payment of Deferred Interest Payments on an unlimited number of occasions; provided, that, all unpaid Deferred Interest Payments shall be paid on or before the Stated Maturity of this Note.

     [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated December 29, 2006, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).]²

     Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]³ (or, if there is no existing default in the payment of interest and if this Note

1	Include only for Initial Note or Initial Additional Note.
2	Include only for Initial Note or Initial Additional Note.
3	Include only for Exchange Note.

A-4

     is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date].⁴ Interest will be computed in the basis of a 360-day year of twelve 30-day months.

     The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 12^1/2%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

2. Indentures; Note Guaranty.

     This is one of the Notes issued under an Indenture dated as of December 29, 2006 (as amended from time to time, the “Indenture”), among the Company, the Guarantors party thereto and [ ], as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.

     This Note is subordinated as set forth in the Indenture to all Obligations in respect of Senior Debt (including all interest accrued or accruing on Senior Debt after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for the interest is allowed as a claim in the case or proceeding with respect to the Senior Debt). This Note is guaranteed, on a senior subordinated basis, as set forth in the Indenture.

⁴ For Additional Notes, should be the date of their original issue.

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3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

     This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note.

     If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

4. Registered Form; Denominations; Transfer; Exchange.

     The Notes are in registered form without coupons in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

5. Defaults and Remedies.

     If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

6. Amendment and Waiver.

     Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect or

A-6

inconsistency if such amendment or supplement does not adversely affect the interests of the Holders in any material respect.

7. Authentication.

     This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

8. Governing Law.

     This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

9. Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

     The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

A-7

[FORM OF TRANSFER NOTICE]

     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

A-8

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

     In connection with any transfer of this Note occurring prior to ___, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

o      (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.

o      (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.

or

o      (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

     If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:
	Seller
	By

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.
 

A-9

Signature Guarantee:5
	By
	To be executed by an executive officer

⁵ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-10

OPTION OF HOLDER TO ELECT PURCHASE

     If you wish to have all of this Note purchased by the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, check the box: o

     If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, state the amount (in original principal amount) below:

          $                                        .

Date:                    

Your Signature:                                                            

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:¹                                                              

¹ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-11

SCHEDULE OF EXCHANGES OF NOTES¹

     The following exchanges of a part of this Global Note for Certificated Notes or a part of another Global Note have been made:

			Principal amount of
			this Global Note
	Amount of decrease	Amount of increase	following such	Signature of
	in principal amount	in principal amount	decrease (or	authorized officer of
Date of Exchange	of this Global Note	of this Global Note	increase)	Trustee

¹ For Global Notes

A-12

EXHIBIT B

SUPPLEMENTAL INDENTURE

dated as of                     , ___

among

NEENAH FOUNDRY COMPANY,

[The Guarantor(s) Party Hereto]

and

[TRUSTEE]
as Trustee

12^1/2% Senior Subordinated Notes due 2013

     THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of ___, ___, among NEENAH FOUNDRY COMPANY, a Wisconsin corporation (the “Company”), [insert each Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (each an “Undersigned”) and [TRUSTEE], as trustee (the “Trustee”).

RECITALS

     WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of December 29, 2006 (the “Indenture”), relating to the Company’s Notes (as defined in the Indenture);

     WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed that if the Company or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Domestic Restricted Subsidiary after the date of the Indenture or acquires or creates any other Restricted Subsidiary and such Restricted Subsidiary guarantees any other Debt of the Company, the new Restricted Subsidiary must provide a Note Guaranty.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

     Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

     Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

     Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

     Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

     Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

B-1

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

NEENAH FOUNDRY COMPANY, as Issuer
By:
	Name:
	Title:

[GUARANTOR]
By:
	Name:
	Title:

[ ], as Trustee
By:
	Name:
	Title:

B-2

EXHIBIT C

RESTRICTED LEGEND

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

     (1) REPRESENTS THAT

     (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,

     (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR

     (C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

     (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

     (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES,

     (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

     (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

     (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,

C-1

     (E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000, TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE, OR

     (F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

C-2

EXHIBIT D

DTC LEGEND

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

D-1

EXHIBIT E

Regulation S Certificate

                    , ____

[TRUSTEE]

               Re: NEENAH FOUNDRY COMPANY
12^1/2 % Senior Subordinated Notes due 2013 (the
“Notes”) Issued under the Indenture (the “Indenture”)
dated as of December 29, 2006 relating to the Notes     

Ladies and Gentlemen:

          Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.

          [CHECK A OR B AS APPLICABLE.]

oA. This Certificate relates to our proposed transfer of $___principal amount of Notes issued under the Indenture. We hereby certify as follows:

1.

The offer and sale of the Notes was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.

2.

Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we

E-1

nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.

3.	Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Notes.
4.	The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.
5.	If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Notes, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.

oB. This Certificate relates to our proposed exchange of $___principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us. We hereby certify as follows:

1.	At the time the offer and sale of the Notes was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.
2.	Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.
3.	The proposed exchange of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.

E-2

     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours, [NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
By:
	Name:
	Title:
	Address:

Date:                                         

E-3

EXHIBIT F

Rule 144A Certificate

                    , ____

[TRUSTEE]

               Re: NEENAH FOUNDRY COMPANY
12^1/2% Senior Subordinated Notes due 2013 (the
“Notes”) Issued under the Indenture (the “Indenture”)
dated as of December 29, 2006 relating to the Notes     

Ladies and Gentlemen:

          TO BE COMPLETED BY PURCHASER

          This Certificate relates to:

          [CHECK A OR B AS APPLICABLE.]

oA.	Our proposed purchase of $___principal amount of Notes issued under the Indenture.
oB.	Our proposed exchange of $___principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.

          We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of ___, 200_, which is a date on or since close of our most recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

F-1

          You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours, [NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
By:
	Name:
	Title:
	Address:

Date:                                         

F-2

EXHIBIT G

Institutional Accredited Investor Certificate

[TRUSTEE]

               Re: NEENAH FOUNDRY COMPANY
12^1/2% Senior Subordinated Notes due 2013 (the
“Notes”) Issued under the Indenture (the “Indenture”)
dated as of December 29, 2006 relating to the Notes     

Ladies and Gentlemen:

     This Certificate relates to:

     [CHECK A OR B AS APPLICABLE.]

oA.	Our proposed purchase of $___principal amount of Notes issued under the Indenture.
oB.	Our proposed exchange of $___principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.

     We hereby confirm that:

1.	We are an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”) (an “Institutional Accredited Investor”).
2.	Any acquisition of Notes by us will be for our own account or for the account of one or more other Institutional Accredited Investors as to which we exercise sole investment discretion.
3.	We have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of an investment in the Notes and we and any accounts for which we are acting are able to bear the economic risks of and an entire loss of our or their investment in the Notes.
4.	We are not acquiring the Notes with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other

G-1

	applicable jurisdiction; provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary will remain at all times within our and their control.
5.	We acknowledge that the Notes have not been registered under the Securities Act and that the Notes may not be offered or sold within the United States or to or for the benefit of U.S. persons except as set forth below.
6.	The principal amount of Notes to which this Certificate relates is at least equal to $250,000.

     We agree for the benefit of the Company, on our own behalf and on behalf of each account for which we are acting, that such Notes may be offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (a) to the Company, (b) pursuant to a registration statement which has become effective under the Securities Act, (c) to a qualified institutional buyer in compliance with Rule 144A under the Securities Act, (d) in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act, (e) in a principal amount of not less than $250,000, to an Institutional Accredited Investor that, prior to such transfer, delivers to the Trustee a duly completed and signed certificate (the form of which may be obtained from the Trustee) relating to the restrictions on transfer of the Notes or (f) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act.

     Prior to the registration of any transfer in accordance with (c) or (d) above, we acknowledge that a duly completed and signed certificate (the form of which may be obtained from the Trustee) must be delivered to the Trustee. Prior to the registration of any transfer in accordance with (e) or (f) above, we acknowledge that the Company reserves the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws. We acknowledge that no representation is made as to the availability of any Rule 144 exemption from the registration requirements of the Securities Act.

     We understand that the Trustee will not be required to accept for registration of transfer any Notes acquired by us, except upon presentation of evidence satisfactory to the Company and the Trustee that the foregoing restrictions on transfer have been complied with. We further understand that the Notes acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of the preceding

G-2

paragraph. We further agree to provide to any person acquiring any of the Notes from us a notice advising such person that resales of the Notes are restricted as stated herein and that certificates representing the Notes will bear a legend to that effect.

     We agree to notify you promptly in writing if any of our acknowledgments, representations or agreements herein ceases to be accurate and complete.

     We represent to you that we have full power to make the foregoing acknowledgments, representations and agreements on our own behalf and on behalf of any account for which we are acting.

     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours, [NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
By:
	Name:
	Title:
	Address:

     Date:                                         

G-3

     Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

By:                                                             

Date:                                                                                  

Taxpayer ID number:                                         

G-4

EX-4.3

Exhibit 4.3

EXECUTION COPY

$225,000,000

NEENAH FOUNDRY COMPANY

9¹/2% Senior Secured Notes due 2017

REGISTRATION RIGHTS AGREEMENT

December 29, 2006

Credit Suisse Securities (USA) LLC
 Eleven Madison Avenue
 New York, New York 10010-3629

Dear Sirs:

     Neenah Foundry Company, a Wisconsin corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), upon the terms set forth in a purchase agreement dated December 15, 2006 (the “Purchase Agreement”), U.S.$225,000,000 aggregate principal amount of its 9¹/2% Senior Secured Notes due 2017 (the “Initial Securities”) to be fully and unconditionally guaranteed (the “Guaranties”) by all of the Company’s existing direct and indirect Wholly Owned Domestic Restricted Subsidiaries (as defined in the Indenture referred to below) (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of December 29, 2006, (the “Indenture”) among the Issuer, the Guarantors named therein and The Bank of New York Trust Company, N.A. (the “Trustee”). As an inducement to the Initial Purchaser, the Company agrees with the Initial Purchaser, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchaser), and the holders of the Exchange Securities (as defined below) and any Private Exchange Securities (as defined below) (collectively the “Holders”), as follows:

     1. Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later than 90 days after (or if the 90th day is not a business day, the first business day thereafter) the date of original issue of the Initial Securities (the “Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company shall use its best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 210 days (or if the 210th day is not a business day, the first business day thereafter) after the Issue Date of the Initial Securities and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or

longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).

     If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.

     Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

     The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchaser when electing to sell Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.

     The Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or the Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer.

     If, upon consummation of the Registered Exchange Offer, the Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to the Initial Purchaser upon the written request of the Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by the Initial Purchaser, a like principal amount of debt securities of the Company

2

issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”.

     In connection with the Registered Exchange Offer, the Company shall:

     (a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

     (b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders;

     (c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

     (d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and

     (e) otherwise comply with all applicable laws.

     As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:

     (x) accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;

     (y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and

     (z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.

     The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter.

     Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities.

3

     Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

     Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 250 days of the Issue Date, (iii) the Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) so requests because it is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange, the Company shall take the following actions:

     (a) The Company shall, at its cost, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its best efforts to cause to be declared effective (unless it becomes effective automatically upon filing), but in no event more than 210 days after such requirement or request pursuant to this Section 2, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

4

     (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.

     (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

     3. Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

     (a) The Company shall (i) furnish to the Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that the Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as the Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by the Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchaser, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable

5

judgment of the Initial Purchaser based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include in the prospectus included in the Shelf Registration Statement (or, if permitted by Commission Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to Section 3(d) and (f), the names of the Holders, who propose to sell Securities pursuant to the Shelf Registration Statement, as selling securityholders.

     (b) The Company shall give written notice to the Initial Purchaser, the Holders of the Securities and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied, if appropriate, by an instruction to suspend the use of the prospectus until the requisite changes have been made):

     (i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

     (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

     (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, of the issuance by the Commission of a notification of objection to the use of the form on which the Registration Statement has been filed, and of the happening of any event that causes the Company to become an “ineligible issuer,” as defined in Commission Rule 405.

     (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

     (v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

     (c) The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement.

     (d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment or supplement thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). The Company shall not, without the prior consent of the Initial

6

Purchaser, make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Commission Rule 405.

     (e) The Company shall deliver to each Exchanging Dealer and the Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference).

     (f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

     (g) The Company shall deliver to the Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by the Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement.

     (h) Prior to any public offering of the Securities, pursuant to any Registration Statement, the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

     (i) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.

     (j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective

7

Registration Statement, the Company shall promptly take appropriate actions which may include preparation and filing of a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchaser, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchaser, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchaser, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). During the period during which the Company is required to maintain an effective Shelf Registration Statement pursuant to this Agreement, the Company will prior to the three-year expiration of that Shelf Registration Statement file, and use its best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement relating to the Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this Agreement.

     (k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company.

     (l) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period.

     (m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

     (n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for

8

inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

     (o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration.

     (p) In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act (subject to execution of a customary confidentiality agreement); provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchaser by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof.

     (q) In the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form (and subject to limitations consistent with those set out in the opinion delivered on the Closing Date (as defined in the Purchase Agreement)) addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and (A) as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein and (B) as of an applicable time identified by such Holders or managing underwriters, the absence from such prospectus taken together with any other documents identified by such Holders or managing underwriters, in the case of (A) and (B), of an untrue statement of a material fact or the omission

9

to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such incorporated documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

     (r) In the case of the Registered Exchange Offer, if requested by the Initial Purchaser or any known Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver to the Initial Purchaser or such Participating Broker-Dealer a signed opinion in the form set forth in Section 6(c) of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants to deliver to the Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth in Section 7(a) of the Purchase Agreement, with appropriate date changes.

     (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied.

     (t) The Company will use its best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any.

     (u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5

10

hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

     (v) The Company shall use its best efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

     4. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Sections 1 through 3 hereof (including the reasonable fees and expenses, if any, of Davis Polk & Wardwell, counsel for the Initial Purchaser, incurred in connection with the Registered Exchange Offer), whether or not the Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for the reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in connection therewith.

     5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433 (“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered (including through satisfaction of the conditions of Commission Rule 172) by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not conveyed to such person, at or prior to the time of the sale of such Securities to such person, an amended or supplemented prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue statement or omission or alleged untrue statement or omission if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in

11

addition to any liability which the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

     (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons.

     (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

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     (d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.

     (e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

     6. Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below a “Registration Default”:

     (i) the Company fails to file any Registration Statement required by this Agreement on or prior to the applicable deadline;

     (ii) any Registration Statement is not declared effective on or prior to the applicable effectiveness deadline;

     (iii) the Exchange Offer is not consummated on or prior to the date that is 40 days after the Exchange Offer Registration Statement is declared effective; or

13

     (iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective.

Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, to be increased by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 1.00% per annum.

     (b) A Registration Default referred to in Section 6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.

     (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest applicable to the Securities will be determined by multiplying the Additional Interest rate by the principal amount of the Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

     (d) “Transfer Restricted Securities” means each Security until (i) the date on which such Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of a Initial Security for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Initial Security is distributed to the public

14

pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

     7. Rules 144 and 144A. The Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchaser upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

     8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering but shall be subject to approval of the Company, not to be unreasonably withheld.

     No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

     9. Miscellaneous.

     (a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents.

     (b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

          (1) if to a Holder of the Securities, at the most current address given by such Holder to the Company.

          (2) if to the Initial Purchaser;

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010-3629

15

Fax No.: (212) 325-4296
Attention: Transactions Advisory Group

          with a copy to:

Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Fax No.: (212) 450-3111
Attention: Michael Kaplan

16

          (3) if to the Company, at its address as follows:

Neenah Foundry Company
2121 Brooks Avenue
Neenah, WI 54957
Fax No.: (920) 729-3633
Attention: William Barrett

          with a copy to:

Quarles & Brady LLP
411 East Wisconsin Avenue
Suite 2040
Milwaukee, WI 53202
Fax No.: (414) 978-8915
Attention: Bruce Davidson

     All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

     (c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

     (d) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns.

     (e) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

     (h) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

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     (i) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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     If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchaser, the Issuer and the Guarantors in accordance with its terms.

Very truly yours, NEENAH FOUNDRY COMPANY
By:	/s/ Gary W. LaChey
	Name:	Gary W. LaChey
	Title:	Corporate Vice President - Finance and Chief Financial Officer

ADVANCED CAST PRODUCTS, INC. DALTON CORPORATION DALTON CORPORATION, WARSAW         MANUFACTURING FACILITY DALTON CORPORATION, STRYKER MACHINING         FACILITY CO. DALTON CORPORATION, ASHLAND         MANUFACTURING FACILITY DALTON CORPORATION, KENDALLVILLE         MANUFACTURING FACILITY DEETER FOUNDRY, INC. GREGG INDUSTRIES, INC. MERCER FORGE CORPORATION A&M SPECIALTIES, INC. NEENAH TRANSPORT, INC. CAST ALLOYS, INC. BELCHER CORPORATION PEERLESS CORPORATION         Acting on behalf of each of the Guarantors
By:	/s/ Gary W. LaChey
	Name:	Gary W. LaChey
	Title:	Corporate Vice President - Finance and Chief Financial Officer

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The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

Credit Suisse Securities (USA) LLC

By: /s/ Paul Scherzer   Name: Paul Scherzer
Title: Director

20

ANNEX A

     Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

ANNEX B

     Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”

ANNEX C

PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until         , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.⁽¹⁾

     The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

⁽¹⁾ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

ANNEX D

o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

EX-4.4

Exhibit 4.4

$75,000,000

NEENAH FOUNDRY COMPANY

12¹/2% Senior Subordinated Notes due 2013

REGISTRATION RIGHTS AGREEMENT

December 29, 2006

Tontine Capital Partners, L.P.
	55 Railroad Avenue, 1st Floor
	Greenwich, CT 06830

Dear Sirs:

     Neenah Foundry Company, a Wisconsin corporation (the “Issuer”), proposes to issue to Tontine Capital Partners, L.P. (“Tontine”), upon the terms set forth in an exchange agreement dated December 29, 2006 (the “Exchange Agreement”), U.S.$75,000,000 aggregate principal amount of its 12¹/2% Senior Subordinated Notes due 2013 (the “Initial Securities”) to be fully and unconditionally guaranteed (the “Guaranties”) by all of the Company’s existing direct and indirect Wholly Owned Domestic Restricted Subsidiaries (as defined in the form of Indenture referred to below) (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities include a form of Indenture as Exhibit A thereto (the “Indenture”) among the Issuer, the Guarantors named therein and the trustee to be designated in such Indenture (the “Trustee”). As an inducement to Tontine, the Company agrees with Tontine, for the benefit of the holders of the Initial Securities (including, without limitation, Tontine), and the holders of the Exchange Securities (as defined below) and any Private Exchange Securities (as defined below) (collectively the “Holders”), as follows:

     1. Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later than 90 days after (or if the 90th day is not a business day, the first business day thereafter) the date it receives a written registration demand from Tontine or the holders of a majority of the Initial Securities (the “Demand Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company shall use its best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 210 days (or if the 210th day is not a business day, the first business day thereafter) after the Demand Date of the Initial Securities and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by

applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).

     If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.

     Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

     The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) Tontine when electing to sell Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.

     The Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or Tontine, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and Tontine have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer.

     If, upon consummation of the Registered Exchange Offer, Tontine holds Initial Securities, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to Tontine upon the written request of Tontine, in exchange (the “Private Exchange”) for the Initial Securities held by Tontine, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United

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States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”.

     In connection with the Registered Exchange Offer, the Company shall:

     (a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

     (b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders;

     (c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

     (d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and

     (e) otherwise comply with all applicable laws.

     As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:

     (x) accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;

     (y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and

     (z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.

     The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter.

     Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities.

     Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as

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defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

     Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     2. Shelf Registration. If, (i) the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 250 days of the Demand Date, (iii) Tontine so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) so requests because it is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange, the Company shall take the following actions:

     (a) The Company shall, at its cost, on a single occasion as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its best efforts to cause to be declared effective (unless it becomes effective automatically upon filing), but in no event more than 210 days after such requirement or request pursuant to this Section 2, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than Tontine) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

     (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Demand Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its

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best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.

     (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

     3. Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

     (a) The Company shall (i) furnish to Tontine, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that Tontine (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as Tontine reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by Tontine, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to Tontine, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of Tontine based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include in the prospectus included in the Shelf Registration Statement (or, if permitted by Commission Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to Section 3(d) and (f), the names of the Holders, who have given the Company reasonable advance written notice that such Holders propose to sell Securities pursuant to the Shelf Registration Statement, as selling securityholders.

     (b) The Company shall give written notice to Tontine, the Holders of the Securities and any Participating Broker-Dealer from whom the Company has received prior written notice that it

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will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied, if appropriate, by an instruction to suspend the use of the prospectus until the requisite changes have been made):

     (i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

     (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

     (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, of the issuance by the Commission of a notification of objection to the use of the form on which the Registration Statement has been filed, and of the happening of any event that causes the Company to become an “ineligible issuer,” as defined in Commission Rule 405;

     (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

     (v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

     (c) The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement.

     (d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment or supplement thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). The Company shall not, without the prior consent of Tontine, make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Commission Rule 405.

     (e) The Company shall deliver to each Exchanging Dealer and Tontine, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if Tontine or any such Holder requests, all exhibits thereto (including those incorporated by reference).

     (f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The

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Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

     (g) The Company shall deliver to Tontine, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by Tontine, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement.

     (h) Prior to any public offering of the Securities, pursuant to any Registration Statement, the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

     (i) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.

     (j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly take appropriate actions which may include preparation and filing of a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies Tontine, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then Tontine, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when Tontine, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented

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prospectus pursuant to this Section 3(j). During the period during which the Company is required to maintain an effective Shelf Registration Statement pursuant to this Agreement, the Company will prior to the three-year expiration of that Shelf Registration Statement file, and use its best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement relating to the Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this Agreement.

     (k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company.

     (l) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period.

     (m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

     (n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

     (o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration.

     (p) In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as

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shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act (subject to execution of a customary confidentiality agreement); provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of Tontine by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof.

     (q) In the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form (and subject to limitations consistent with those set out in the opinion delivered on the Closing Date (as defined in the Exchange Agreement)) addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and (A) as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein and (B) as of an applicable time identified by such Holders or managing underwriters, the absence from such prospectus taken together with any other documents identified by such Holders or managing underwriters, in the case of (A) and (B), of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such incorporated documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

     (r) In the case of the Registered Exchange Offer, if requested by Tontine or any known Participating Broker-Dealer, the Company shall cause its counsel to deliver to Tontine or such Participating Broker-Dealer a signed opinion in the form set forth in Section 5(f) of the Exchange Agreement with such changes as are customary in connection with the preparation of a Registration Statement.

     (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so

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exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied.

     (t) The Company will use its best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any.

     (u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

     (v) The Company shall use its best efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

     4. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Sections 1 through 3 hereof (including the reasonable fees and expenses, if any, of Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP, counsel for Tontine, incurred in connection with the Registered Exchange Offer), whether or not the Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for the reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in connection therewith.

     5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433 (“Issuer

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FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered (including through satisfaction of the conditions of Commission Rule 172) by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not conveyed to such person, at or prior to the time of the sale of such Securities to such person, an amended or supplemented prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue statement or omission or alleged untrue statement or omission if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

     (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons.

     (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have under subsection (a) or (b)

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above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

     (d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.

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     (e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

     6. Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below a “Registration Default”:

     (i) the Company fails to file any Registration Statement required by this Agreement on or prior to the applicable deadline;

     (ii) any Registration Statement is not declared effective on or prior to the applicable effectiveness deadline;

     (iii) the Exchange Offer is not consummated on or prior to the date that is 40 days after the Exchange Offer Registration Statement is declared effective; or

     (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective.

Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, to be increased by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 1.00% per annum.

     (b) A Registration Default referred to in Section 6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.

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     (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest applicable to the Securities will be determined by multiplying the Additional Interest rate by the principal amount of the Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

     (d) “Transfer Restricted Securities” means each Security until (i) the date on which such Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Initial Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

     7. Rules 144 and 144A. The Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by Tontine upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

     8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering but shall be subject to approval of the Company, not to be unreasonably withheld.

     No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

     9. Miscellaneous.

     (a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents. Notwithstanding

14

the foregoing or anything to the contrary contained in this Agreement, so long as Tontine holds at least 25% in aggregate principal amount of the outstanding Securities, no request, demand, registration demand, authorization, direction, notice, consent, waiver or other action, including any consent to any amendment, modification or supplement to this Agreement, including this Section 9(a), may be given, taken or made by any Holder or Holders without the consent of Tontine.

     (b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

          (1) if to a Holder of the Securities, at the most current address given by such Holder to the Company.

          (2) if to Tontine;

Tontine Capital Partners, L.P.
55 Railroad Avenue, 1st Floor
Greenwich, CT 06830
Fax no.: 203-769-2010
Attention: Jeffrey L. Gendell

     with a copy to:

Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP
333 West Wacker Drive, Suite 2700
Chicago, IL 60606
Fax no.: 312-984-3150
Attention: John E. Freechack

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          (3) if to the Company, at its address as follows:

Neenah Foundry Company
2121 Brooks Avenue
Neenah, WI 54957
Fax No.: (920) 729-3633
Attention: William Barrett

     with a copy to:

Quarles & Brady LLP
411 East Wisconsin Avenue
Suite 2040
Milwaukee, WI 53202
Fax No.: (414) 978-8915
Attention: Bruce Davidson

     All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

     (c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

     (d) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns.

     (e) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

     (h) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

     (i) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than Tontine and any investment funds under common management with Tontine and

16

subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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     If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among Tontine, the Issuer and the Guarantors in accordance with its terms.

Very truly yours,
NEENAH FOUNDRY COMPANY
By:	/s/ Gary W. LaChey
	Name: Gary W. LaChey
	Title: Corporate Vice President — Finance
	and Chief Financial Officer
ADVANCED CAST PRODUCTS, INC.
DALTON CORPORATION
DALTON CORPORATION, WARSAW
MANUFACTURING FACILITY
DALTON CORPORATION, STRYKER
MACHINING FACILITY CO.
DALTON CORPORATION, ASHLAND
MANUFACTURING FACILITY
DALTON CORPORATION, KENDALLVILLE
MANUFACTURING FACILITY
DEETER FOUNDRY, INC.
GREGG INDUSTRIES, INC.
MERCER FORGE CORPORATION
A&M SPECIALTIES, INC.
NEENAH TRANSPORT, INC.
CAST ALLOYS, INC.
BELCHER CORPORATION
PEERLESS CORPORATION
	Acting on behalf of each of the Guarantors
By:	/s/ Gary W. LaChey
	Name: Gary W. LaChey
	Title: Corporate Vice President — Finance
	and Chief Financial Officer

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The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

Tontine Capital Partners, L.P.

By:	/s/ Jeffrey L. Gendell Name: Jeffrey L. Gendell
	Title:

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ANNEX A

     Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

ANNEX B

     Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”

ANNEX C

PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until               , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.⁽¹⁾

     The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

⁽¹⁾ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

ANNEX D

o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

EX-4.5

Exhibit 4.5

SUPPLEMENTAL INDENTURE
TO THE INDENTURE

NEENAH FOUNDRY COMPANY,
THE GUARANTORS SIGNATORY HERETO
AND

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee

SUPPLEMENTAL INDENTURE

Dated as of December 29, 2006

to

Indenture

Dated as of October 8, 2003

11% Senior Secured Notes due 2010

     THIS SUPPLEMENTAL INDENTURE, dated as of December 29, 2006 (this “Supplemental Indenture”), is by and among Neenah Foundry Company, a Wisconsin corporation (the “Issuer”), the Guarantors and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as trustee (the “Trustee”).

     WHEREAS, the Issuer and the Trustee have entered into that certain Indenture dated as of October 8, 2003, as amended (the “Indenture”), providing for the issuance of 11% Senior Secured Notes due 2010 (the “Notes”);

     WHEREAS, the Issuer issued originally $133,130,000 aggregate principal amount of the Notes;

     WHEREAS, Section 9.2 of the Indenture provides that the Indenture may be amended with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) (subject to certain exceptions);

     WHEREAS, on May 23, 2006, the Issuer and the Trustee entered into a Supplemental Indenture to provide that the obligation to repurchase Notes in the event of a Change of Control may be satisfied not only by a purchase by the Issuer but also by a purchase by a designee of the Issuer;

     WHEREAS, the Issuer desires and has requested the Trustee to join with it in entering into this Supplemental Indenture for the purpose of amending the Indenture in certain respects as permitted by Section 9.2 of the Indenture;

     WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by the Board of Directors of the Issuer and of each Guarantor; and

     WHEREAS, (1) the Issuer has received the consent of the Holders of a majority in principal amount of the outstanding Notes and has satisfied all other conditions precedent, if any, provided under the Indenture to enable the Issuer and the Trustee to enter into this Supplemental Indenture, all as certified by an Officers’ Certificate, delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture as contemplated by Section 9.6 and Section 12.4 of the Indenture, and (2) the Issuer has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.6 of the Indenture;

     NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE I
DEFINITIONS

     Section 1.1 Deletion or Amendment of Definitions and Related References. (a) Section 1.1 of the Indenture is hereby amended to delete in its entirety all terms and their respective definitions for which all references are eliminated in the Indenture as a result of the amendments set forth in Article II of this Supplemental Indenture.

     (b) The following definitions shall replace the definitions of such terms set forth in the Indenture:

     “Lien Subordination Agreement” means (x) that certain Lien Subordination Agreement, dated as of October 8, 2003, by and among the Company, the Restricted Subsidiaries, the Trustee (on behalf of the Noteholders) and the Agent under the Credit Agreement, as amended (including any amendments and restatements thereof), supplemented or otherwise modified from time to time and (y) any instrument or agreement (including a modification of the Lien Subordination Agreement referred to above) necessary or advisable to effect the subordination of the Note Lien to the Liens securing Future Priority Debt.

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     “Priority Lien Documents” means (x) the Credit Agreement, (y) each other document evidencing Indebtedness that may be incurred from time to time that is secured by Liens on the Collateral, unless the document governing such Indebtedness explicitly provides that the Liens thereon are not meant to rank senior to the Liens securing the Notes pursuant to the Collateral Documents (“Future Priority Debt”) and (z) the Priority Lien Security Documents and, in connection with or pursuant to any of the foregoing, all other agreements, certificates or documents executed by the Company or any Restricted Subsidiary and delivered to the trustee, agent or representative acting for the lenders party to the Credit Agreement or such other Future Priority Debt each, as may be amended, supplemented or otherwise modified from time to time.

     “Priority Lien Obligations” means the Indebtedness evidenced by the Credit Agreement and any Future Priority Debt and all other Obligations of the Company or any Restricted Subsidiary thereunder or under the Priority Lien Documents in respect of the Credit Agreement or Future Priority Debt.

     “Priority Lien Security Documents” means one or more security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust or other grants or transfers for security executed and delivered by the Company or any Restricted Subsidiary creating a Lien upon property owned or to be acquired by the Company or such Restricted Subsidiary in favor of any lenders party to the Credit Agreement, or any trustee, agent or representative acting for any such holders, as security for any Priority Lien Obligations each, as may be amended, supplemented or otherwise modified from time to time.

     “Priority Liens” means the first priority Liens granted with respect to the Collateral by the Company and the Restricted Subsidiaries pursuant to or in connection with the Credit Agreement or any documentation regarding Future Priority Debt securing the Priority Lien Obligations of the Company and the Restricted Subsidiaries under such Credit Agreement and other Priority Lien Documents.

ARTICLE II
AMENDMENTS TO INDENTURE

     Section 2.1 Amendments to the Indenture. (a) The Indenture is hereby amended by deleting the following sections of the Indenture and all references thereto in the Indenture in their entirety:

          Section 4.7 (SEC Reports);

          Section 4.8 (Limitation on Status as Investment Company);

          Section 4.9 (Waiver of Stay, Extension or Usury Laws);

          Section 4.10 (144A Information Requirement);

          Section 4.11 (Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock);

          Section 4.12 (Limitation on Restricted Payments);

          Section 4.13 (Limitation on Liens);

          Section 4.14 (Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries);

          Section 4.15 (Limitation on Transactions with Affiliates);

          Section 4.16 (Limitation on Line of Business);

          Section 4.17 (Sale and Leaseback Transactions);

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          Section 4.18 (Future Guarantors);

          Section 4.20 (Asset Sales);

          Section 4.21 (Change of Control);

          Section 5.1 (Limitation on Merger, Consolidation or Sale of Assets);

          Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f), 6.1(g), 6.1(h), 6.1(i) and 6.1(j); and

          Section 11.1(c) (Collateral and Collateral Documents).

     (b) The first paragraph of Section 9.2 of the Indenture is hereby amended and restated in its entirety to read as follows (with additions underlined):

     “Except as otherwise provided herein, the Company and the Trustee may amend or supplement this Indenture, the Collateral Documents, the Lien Subordination Agreement, the Notes or the Subsidiary Guarantees with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes).”

ARTICLE III
MISCELLANEOUS PROVISIONS

     Section 3.1 Indenture. Except as amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound by the Indenture as amended hereby. Subject to Section 12.1 of the Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

     Section 3.2 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 3.3 Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

     Section 3.4 Effect of Headings. The Article and Section headings used herein are for convenience only and shall not affect the construction of this Supplemental Indenture.

     Section 3.5 Trustee Makes No Representations. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not of the Trustee.

     Section 3.6 Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

     Section 3.7 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

- 4 -

     Section 3.8 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement.

     Section 3.9 Successors. All agreements of the Issuer, the Guarantors and the Trustee in this Supplemental Indenture and the Notes shall bind their respective successors.

     Section 3.10 Effectiveness. The provisions of Articles I and II of this Supplemental Indenture shall be effective at the time the Issuer accepts for purchase a majority in principal amount of the outstanding Notes issued under the Indenture.

     Section 3.11 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows:

     “Effective as of December 29, 2006, the restrictive covenants of the Indenture and certain of the Events of Default have been eliminated, and certain definitions and other provisions have been amended, as provided in the Supplemental Indenture, dated as of December 29, 2006. Reference is hereby made to said Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

- 5 -

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

NEENAH FOUNDRY COMPANY
By:	/s/ Gary W. LaChey
	Name: Gary W. LaChey
	Title: Corporate Vice President — Finance
	and Chief Financial Officer
THE BANK OF NEW YORK TRUST
COMPANY, N.A., AS TRUSTEE
By:	/s/ Roxane Ellwanger
	Name: Roxane Ellwanger
	Title: Assistant Vice President
ADVANCED CAST PRODUCTS, INC.
DALTON CORPORATION
DALTON CORPORATION, WARSAW
MANUFACTURING FACILITY
DALTON CORPORATION, STRYKER
MACHINING FACILITY CO.
DALTON CORPORATION, ASHLAND
MANUFACTURING FACILITY
DALTON CORPORATION, KENDALLVILLE
MANUFACTURING FACILITY
DEETER FOUNDRY, INC.
GREGG INDUSTRIES, INC.
MERCER FORGE CORPORATION
A&M SPECIALTIES, INC.
NEENAH TRANSPORT, INC.
CAST ALLOYS, INC.
BELCHER CORPORATION
PEERLESS CORPORATION
As Subsidiary Guarantors
By:	/s/ Gary W. LaChey
	Name: Gary W. LaChey
	Title: Corporate Vice President — Finance
	and Chief Financial Officer

- 6 -

EX-10.1

Exhibit 10.1

U.S. $75 million 12¹/2% Senior Subordinated Notes due 2013

Neenah Foundry Company

EXCHANGE AGREEMENT

December 29, 2006

Tontine Capital Partners, L.P. (“Tontine”),
	55 Railroad Avenue, 1st Floor
	Greenwich, CT 06830

     Dear Sirs:

          1. Introductory. Neenah Foundry Company, a Wisconsin corporation (the “Company”), hereby agrees to issue to you, at the time set forth in this Agreement, U.S.$75,000,000 of the Company’s 12¹/2% Senior Subordinated Notes due 2013 (the “New Subordinated Notes”) in exchange for an equal principal amount of the Company’s outstanding 13% Senior Subordinated Notes due 2013 (the “13% Notes") that you now own. The New Subordinated Notes will be substantially in the form attached hereto as Schedule A. Concurrently with the issuance of the New Subordinated Notes, the Company will also issue and sell to Credit Suisse Securities (USA) LLC (“Credit Suisse") U.S. $225,000,000 9¹/2% Senior Secured Notes due 2017 (the “Senior Notes”) pursuant to a Purchase Agreement (the “Senior Notes Purchase Agreement") dated December 15, 2006, a copy of which is attached hereto as Schedule B. The payment of principal of, and interest on, the New Subordinated Notes will be guaranteed on a subordinated basis, jointly and severally (the “Guarantees”), by all of the Company’s Wholly Owned Domestic Restricted Subsidiaries as defined in the form of Indenture attached to and incorporated by reference into the New Subordinated Notes (the “Indenture"). Our Wholly Owned Domestic Restricted Subsidiaries are collectively referred to as the “Guarantors” herein. The New Subordinated Notes and the Guarantees will be unsecured. The New Subordinated Notes and the Guarantees are herein collectively referred to as the “Exchanged Securities.” The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.”

          Holders (including subsequent transferees) of the Exchanged Securities will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”), to be dated the date hereof, for so long as such Exchanged Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to other securities that are identical in all material respects to the Exchanged Securities and registered under the Securities Act (the “Registered Exchange Securities"), to be offered in exchange for the Exchanged Securities (such offer to exchange being referred to as the “Exchange Offer”) or, in certain circumstances (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Exchanged Securities, and to use its commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Exchanged Securities and the Registered Exchange Securities are referred to collectively as the “Securities.”

          The Company has commenced an offer to purchase (the “Tender Offer”) any and all of its existing U.S. $133,130,000 11% Senior Secured Notes due 2010 (the “2010 Notes”), together with a related solicitation of consents (the “Consent Solicitation”), as further described in the Offer to Purchase and Consent Solicitation

Statement dated December 15, 2006 (the “Offer to Purchase and Consent Solicitation Statement”). The Company also has negotiated an Amended and Restated Loan and Security Agreement among the Company, as Borrower, and Bank of America, N.A., as Agent, the other parties named therein and the Lenders named therein (the “New Credit Agreement”). The closing of the Tender Offer and the Consent Solicitation is conditioned on the purchase of at least a majority of the 2010 Notes in accordance therewith and on the closing of the sale of the Senior Notes and the closing of the New Credit Agreement.

          The Company also plans to redeem (the “Redemption”) its 13% Notes that remain outstanding after completion of the exchange contemplated hereby in accordance with the terms of the indenture governing the 13% Notes (the “13% Notes Indenture”). The Redemption will occur as soon as practicable following the purchase of at least a majority of the 2010 Notes pursuant to the Tender Offer and the Consent Solicitation, the closing of the sale of the Senior Notes, and the closing of the New Credit Agreement.

          The Company and the Guarantors hereby agree with Tontine as follows:

          2. Representations and Warranties of the Company and the Guarantors. As appropriate in the context of this Agreement, the Company and the Guarantors, jointly and severally, hereby make to Tontine as of the date hereof each of the representations and warranties included in Section 2 of the Senior Notes Purchase Agreement, as fully as if completely set forth in this place. In addition, the Company and the Guarantors, jointly and severally, further represent and warrant to, and agree with, Tontine that:

     (a) This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors. The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors and each of this Agreement and the Registration Rights Agreement is the valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each Guarantor in accordance with its terms, except that the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally, (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing and except that any rights to indemnity or contribution thereunder may be limited by federal and state securities laws and public policy.

     (b) Neither the Company nor any of its subsidiaries nor any agent thereof acting on the behalf of them has taken, and none of them will take, any action that might cause this Agreement or the issuance of the Exchanged Securities to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

     (c) No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Exchanged Securities are listed on any national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 (the “Exchange Act”) or quoted in a U.S. automated inter-dealer quotation system.

     (d) Assuming the accuracy of the representations by Tontine in Section 4 of this Agreement, the issuance of the Exchanged Securities to Tontine as contemplated by this Agreement will be exempt from the registration requirements of the Securities Act by reason of Section 4(2) thereof.

     (e) The Exchanged Securities have been duly authorized, and when issued, executed, authenticated, delivered and paid for pursuant to this Agreement, the Exchanged Securities will have been duly executed and delivered by the Company and each Guarantor and will constitute valid and binding agreements of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with their respective terms, except that the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or

hereafter in effect relating to or affecting the enforcement of creditors’ rights generally, (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing.

          3. Issuance and Delivery of Exchanged Securities in Exchange for 13% Notes. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, promptly after the execution and delivery hereof the Company shall issue and sell $75,000,000 of the Exchanged Securities to Tontine in exchange for an equal principal amount of 13% Notes owned by Tontine and the payment to Tontine of the accrued and unpaid interest on such 13% Notes, and Tontine shall acquire $75,000,000 of the Exchanged Securities from the Company in exchange for an equal principal amount of the 13% Notes and the payment to Tontine of the accrued and unpaid interest on such 13% Notes.

          4. Representations by Tontine; Resale. Tontine represents and warrants that:

(a)	Tontine is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an “Institutional Accredited Investor”).
(b)	Tontine is acquiring the Exchanged Securities for its own account. Tontine owns the 13% Notes being exchanged for the Exchanged Securities free and clear of any liens, claims or encumbrances. This Agreement has been duly authorized, executed and delivered by Tontine. The Registration Rights Agreement has been duly authorized, executed and delivered by Tontine and each of this Agreement and the Registration Rights Agreement is the valid and binding agreement of Tontine, enforceable against Tontine in accordance with its terms, except that the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally, (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing and except that any rights to indemnity or contribution thereunder may be limited by federal and state securities laws and public policy.
(c)	Tontine has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Exchanged Securities and is able to bear the economic risks of and an entire loss of its investment in the Exchanged Securities.
(d)	Tontine is not acquiring the Exchanged Securities with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction.
(e)	Tontine acknowledges that the Exchanged Securities have not been registered under the Securities Act and that the Exchanged Securities may not be offered or sold within the United States or to or for the benefit of U.S. persons except as set forth below.

          Tontine agrees for the benefit of the Company that the Exchanged Securities may be offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (a) to the Company, (b) pursuant to a registration statement which has become effective under the Securities Act, (c) to a qualified institutional buyer in compliance with Rule 144A under the Securities Act, (d) in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act, (e) in a principal amount of not less than $250,000, to an Institutional Accredited Investor that, prior to such transfer, delivers to the Company or any trustee under the Indenture (if one is appointed, the “Trustee”) a duly completed and signed certificate (the form of which may be obtained from the Company or the Trustee) relating to the restrictions on transfer of the Exchanged Securities or (f) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act.

          Prior to the registration of any transfer in accordance with (c) or (d) above, Tontine acknowledges that a duly completed and signed certificate (the form of which may be obtained from the Company or the Trustee) must be delivered to the Company or the Trustee. Prior to the registration of any transfer in accordance with (e) or (f) above, Tontine acknowledges that the Company reserves the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws. Tontine acknowledges that no representation is made as to the availability of any Rule 144 exemption from the registration requirements of the Securities Act.

          Tontine understands that the Company and the Trustee will not be required to accept for registration of transfer any Notes acquired by Tontine, except upon presentation of evidence satisfactory to the Company and the Trustee that the foregoing restrictions on transfer have been complied with. Tontine further understands that if the Exchanged Securities are in the form of definitive physical certificates, such certificates will bear a legend reflecting the substance of the preceding paragraph. Tontine further agrees to provide to any person acquiring any of the Exchanged Securities from Tontine a notice advising such person that resales of the Exchanged Securities are restricted as stated herein and that certificates representing the Exchanged Securities will bear a legend to that effect.

          Tontine agrees to notify the Company promptly in writing if any of its acknowledgments, representations or agreements herein ceases to be accurate and complete. Tontine represents and warrants that it has full power to make the foregoing acknowledgments, representations and agreements.

          5. Certain Agreements of the Company. The Company agrees with Tontine that:

     (a) The Company will furnish to Tontine copies of the following documents with respect to the Senior Notes (each as defined in the Senior Notes Purchase Agreement): the Preliminary Offering Circular, each other document comprising a part of the General Disclosure Package, the Final Offering Circular, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as Tontine reasonably requests. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish or cause to be furnished to Tontine copies of the information required to be delivered to holders and prospective purchasers of the Exchanged Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales of the Exchanged Securities. The Company will pay the expenses of printing and distributing to Tontine all such documents.

     (b) During the period that Tontine holds any of the Exchanged Securities, unless otherwise publicly available, the Company will furnish to Tontine, as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year, if one is prepared; and unless otherwise publicly available, the Company will furnish to Tontine, (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to shareholders, and (ii) from time to time, such other information concerning the Company as Tontine may reasonably request.

     (c) During the period of two years after the date hereof, the Company will not be, or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

     (d) The Company will pay all expenses incidental to the performance of its obligations under this Agreement, the related Indenture and the Registration Rights Agreement.

     (e) The Company will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or

disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offer and sale of the Exchanged Securities to Tontine.

     (f) Promptly after the execution and delivery of this Agreement Tontine shall receive an opinion, dated the date hereof, of Quarles & Brady LLP, counsel for the Company, substantially to the effect that:

     (i) The Company is a corporation validly existing and in good standing (or equivalent status) (meaning that the Company has filed its most recent required annual report, and has not filed articles of dissolution, with the Wisconsin Department of Financial Institutions) under the laws of the State of Wisconsin with corporate power to own its properties and conduct its business as described in the General Disclosure Package with respect to the Senior Notes;

     (ii) Each Guarantor is a corporation validly existing and in good standing (or equivalent status) (meaning, in the case of any Guarantor incorporated under the laws of the State of Wisconsin, that such Guarantor has filed its most recent required annual report, and has not filed articles of dissolution, with the Wisconsin Department of Financial Institutions) under the laws of the jurisdiction of its organization, with corporate power to own its properties and conduct its business as described in the General Disclosure Package with respect to the Senior Notes;

     (iii) The issuance of the Exchanged Securities in exchange for an equal principal amount of the 13% Notes has been authorized by all necessary corporate action on the part of the Company and each Guarantor and the Exchanged Securities are the valid and legally binding obligations of the Company and the Guarantors, enforceable in accordance with their terms, except that the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally, (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing;

     (iv) The Company is not and, after giving effect to the offering and sale of the Exchanged Securities will not be an “investment company” that is required to be registered under the Investment Company Act;

     (v) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court which such counsel has, in the exercise of customary professional diligence, recognized as applicable to the Company or the Guarantors, is required in connection with the issuance or sale of the Exchanged Securities by the Company and the Guarantors, except (a) such as have been made or obtained prior to the date of the opinion, (b) such as may be required under the Securities Act, the Exchange Act or regulations thereunder in connection with the transactions contemplated by the Exchange Offer Registration Statement or, if required, the Shelf Registration Statement, (c) such as may be required under applicable state and provincial securities or “blue sky” laws or legal investment laws, and (d) the possible eventual qualification of the Indenture under the Trust Indenture Act of 1939, as amended;

     (vi) This Agreement and the Registration Rights Agreement have each been authorized, executed and delivered by the Company and each Guarantor;

     (vii) The Registration Rights Agreement is a valid and binding agreement of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except that the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally, (ii) the effect of

general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing and except that any rights to indemnity or contribution thereunder may be limited by federal and state securities laws and public policy considerations; and

     (viii) Assuming the accuracy of the representations by Tontine in Section 4 of this Agreement, it is not necessary in connection with the offer, sale and delivery of the Exchanged Securities by the Company to Tontine pursuant to this Agreement to register the Exchanged Securities under the Securities Act, it being expressly understood that such counsel need express no opinion as to any subsequent reoffer or resale of any of the Exchanged Securities by Tontine.

     Such legal opinion may state that it is limited to matters governed by the federal laws of the United States of America, the internal laws of the state of Wisconsin and the General Corporation Law of the State of Delaware, and may contain other customary assumptions, limitations and qualifications as provided therein. With respect to opinions regarding the enforceability of any instrument or agreement that provides that it is governed by the laws of a jurisdiction other than Wisconsin, or the creation of any security interest under such an instrument or agreement, such legal opinion may be rendered as if the internal laws of Wisconsin (without giving effect to its choice of law principles) governed such instrument or agreement.

     (g) The Company and the Guarantors shall execute and deliver the Registration Rights Agreement.

     (h) The Company shall cause the Trustee under the 13% Notes Indenture to send a notice of redemption to each holder of the 13% Notes in accordance with the 13% Notes Indenture calling for redemption of all of the outstanding 13% Notes and shall irrevocably deposit with the Trustee money sufficient to pay at redemption all of the outstanding 13% Notes.

          The Company will furnish Tontine with such conformed copies of such opinions, certificates, letters and documents as Tontine reasonably requests.

          6. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of Tontine set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of Tontine, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Exchanged Securities.

          7. Notices. All communications hereunder will be in writing and, if sent to Tontine will be mailed, delivered or telegraphed and confirmed to Tontine at the address set forth above, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 2121 Brooks Avenue, P.O. Box 729, Neenah, Wisconsin 54957 Attention: William M. Barrett.

          8. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors, and no other person will have any right or obligation hereunder.

          9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

          10. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws.

     If the foregoing is in accordance with Tontine’ understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Guarantors and Tontine in accordance with its terms.

Very truly yours,
NEENAH FOUNDRY COMPANY
By:	/s/ Gary W. LaChey
	Name: Gary W. LaChey
	Title: Corporate Vice President — Finance
	and Chief Financial Officer
GUARANTORS:
ADVANCED CAST PRODUCTS, INC.
DALTON CORPORATION
DALTON CORPORATION, WARSAW
MANUFACTURING FACILITY
DALTON CORPORATION, STRYKER
MACHINING FACILITY CO.
DALTON CORPORATION, ASHLAND
MANUFACTURING FACILITY
DALTON CORPORATION, KENDALLVILLE
MANUFACTURING FACILITY
DEETER FOUNDRY, INC.
GREGG INDUSTRIES, INC.
MERCER FORGE CORPORATION
A&M SPECIALTIES, INC.
NEENAH TRANSPORT, INC.
CAST ALLOYS, INC.
BELCHER CORPORATION
PEERLESS CORPORATION
	Acting on behalf of each of the Guarantors
By:	/s/ Gary W. LaChey
	Name: Gary W. LaChey
	Title: Corporate Vice President — Finance
	and Chief Financial Officer

The foregoing Exchange Agreement
  is hereby confirmed and accepted
  as of the date first above written.

Tontine Capital Partners, L.P.
By:	/s/ Jeffrey L. Gendell Name: Jeffrey L. Gendell
	Title:

EX-10.2

Exhibit 10.2

Execution Copy

INTERCREDITOR AGREEMENT

     INTERCREDITOR AGREEMENT dated as of December 29, 2006, among BANK OF AMERICA, N.A. (“B of A”), as agent under the Bank Documents, THE BANK OF NEW YORK TRUST COMPANY, N.A. (“BONY”), as trustee (in such capacity, the “Trustee”) and collateral agent under the Noteholder Documents, NEENAH FOUNDRY COMPANY, a Wisconsin corporation (the “Company”), and each other Grantor listed on Schedule I hereto.

     A. The Company is party to the Amended and Restated Loan and Security Agreement dated as of December 29, 2006 (as amended, restated, supplemented, waived, modified or Refinanced from time to time, the “Senior Credit Agreement”), among the Company and certain Subsidiaries of the Company, as borrowers, the lenders party thereto from time to time, B of A , as agent for the lenders, Credit Suisse Securities (USA), LLC, as syndication agent, and Banc of America Securities, LLC and Credit Suisse Securities (USA), LLC, as co-lead arrangers and book managers. The Senior Credit Agreement has been designated by the Company to be included in the definition of “Credit Agreement” under the Senior Secured Notes Indenture.

     B. The Company is party to the Indenture dated as of December 29, 2006 (as amended, restated, supplemented, modified or Refinanced from time to time, the “Senior Secured Notes Indenture”), among the Company, as Issuer (in such capacity, the “Issuer”), the Guarantors (as defined therein) thereunder and the Trustee.

     Accordingly, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

     SECTION 1. Definitions.

     1.1. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

     “Account” shall have the meaning set forth in the UCC.

     “Agents” shall mean the Bank Agent and the Noteholder Agent.

     “Agreement” shall mean this Agreement, as amended, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

     “B of A” shall have the meaning set forth in the preamble.

     “Bank Agent” shall mean (i) B of A, in its capacity as agent for the lenders under the Senior Credit Agreement and the other Bank Documents entered into pursuant thereto, (ii) the administrative agent and collateral agent under such Bank Documents as may be entered into pursuant to any Refinancing of the foregoing permitted hereunder and (iii) with respect to both (i) and (ii), its successors and permitted assigns.

     “Bank Cash Management Obligations” shall mean any Cash Management Obligations that are (i) owed to a Person that is a lender or agent under the Senior Credit Agreement or an affiliate of such a lender or agent at the time of entry into such Cash Management Obligations and (ii) secured by any Common Collateral pursuant to the Bank Collateral Documents.

     “Bank Collateral” shall mean all of the assets of each Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Bank Obligation.

     “Bank Collateral Documents” shall mean any agreement, document or instrument pursuant to which a Lien is now or hereafter granted securing any Bank Obligations or under which rights or remedies with respect to such Liens are at any time governed.

     “Bank Documents” shall mean the Senior Credit Agreement and the other Loan Documents (as defined in the Senior Credit Agreement) and each of the other agreements, documents and instruments (including each agreement, document or instrument providing for or evidencing a Bank Hedging Obligation or Bank Cash Management Obligation) providing for or evidencing any Bank Obligation, and any other document or instrument executed or delivered at any time in connection with any Bank Obligations under the Senior Credit Agreement and the Loan Documents (as defined in the Senior Credit Agreement), including any intercreditor or joinder agreement among holders of Bank Obligations, in each case to the extent such are effective at the relevant time and as each may be amended, restated, supplemented, modified, renewed, extended or Refinanced from time to time in accordance with the provisions of this Agreement.

     “Bank Hedging Obligations” shall mean any Hedging Obligations that are (i) owed to a Person that is a lender or agent under the Senior Credit Agreement or an affiliate of such a lender or agent at the time of entry into such Hedging Obligations and (ii) secured by any Common Collateral pursuant to the Bank Collateral Documents.

     “Bank Obligations” shall mean all Obligations outstanding under the Senior Credit Agreement and the other Bank Documents (including, without limitation, all Obligations of the Company and its Subsidiaries in respect of Bank Hedging Obligations or Bank Cash Management Obligations. To the extent any payment with respect to the Bank Obligations (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred and no Discharge of Bank Obligations shall be deemed to have occurred with respect to such amount. “Bank Obligations” shall also include all interest, fees, costs and other charges accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Bank Document, whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

     “Bank Outstandings Amount” shall mean, at any time, an amount equal to the sum (without duplication) of (x) the aggregate principal amount of all loans outstanding at such

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time under the Senior Credit Agreement and the other Bank Documents then in effect and (y) the aggregate face amount of all unreimbursed letters of credit issued at such time under the Senior Credit Agreement and the other Bank Documents then in effect.

     “Bank Priority Collateral” shall mean the following assets of each Grantor:

     (i) all Accounts (but excluding any Accounts consisting of a right to receive payment from a sale, assignment, transfer, lease, license or other disposition of property constituting Noteholder Priority Collateral);

     (ii) all Inventory;

     (iii) all Patterns and Core Boxes Collateral;

     (iv) to the extent governing or involving any of the items referred to in preceding clauses (i) through (iii), all Chattel Paper, Documents, General Intangibles, Instruments and Letter-of-Credit Rights, provided that to the extent any of the foregoing also relates to Noteholder Priority Collateral, only that portion related to the items referred to in preceding clauses (i) through (iii) shall be included in the Bank Priority Collateral;

     (v) to the extent relating to any of the items referred to in preceding clauses (i) through (iv), all Supporting Obligations, provided that to the extent any of the foregoing also relates to Noteholder Priority Collateral, only that portion related to the items referred to in preceding clauses (i) through (iv) shall be included in the Bank Priority Collateral;

     (vi) all Deposit Accounts and all deposits of cash, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto (but excluding (x) all deposits of cash, checks, other negotiable instruments, funds, and other evidences of payments constituting identifiable Proceeds of Noteholder Priority Collateral and (y) any Noteholder Priority Collateral Proceeds Account and all cash, checks, other negotiable instruments, funds, other evidences of payments, securities, financial assets or other property held therein or credited thereto);

     (vii) all loans payable by a Grantor to any other Grantor to the extent made using the direct proceeds of advances under the Senior Credit Agreement;

     (viii) all policies of business interruption insurance;

     (ix) all books and Records (including, without limitation, databases, customer lists and engineer drawings), in each case whether tangible or electronic and to the extent embodying, incorporating or otherwise relating to any of the foregoing; and

     (x) all Bank Priority Proceeds.

     “Bank Priority Proceeds” shall mean any and all Proceeds of the Bank Priority Collateral described in clauses (i) through (ix) of the definition thereof, but excluding in all instances outside of an Insolvency or Liquidation Proceeding any property that is acquired with

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Cash Proceeds of such Bank Priority Collateral and does not otherwise constitute Bank Priority Collateral.

     “Bank Secured Parties” shall mean the Persons holding Bank Obligations, including the Bank Agent.

     “Bankruptcy Law” shall mean Title 11 of the United States Code and any similar Federal, state or foreign law for the relief of debtors.

     “BONY” shall have the meaning set forth in the preamble.

     “Cash Management Obligations” shall mean, with respect to any Person, all obligations, whether now owing or hereafter arising, of such Person in respect of overdrafts and related liabilities or arising from cash management services (including treasury, depositary, overdraft, credit or debit card, electronic funds transfer, netting, automatic clearing house transfers of funds or any similar transactions).

     “Cash Proceeds” shall have the meaning set forth in the UCC.

     “Chattel Paper” shall have the meaning set forth in the UCC.

     “Class” refers, when used with respect to any Secured Obligations or Secured Parties, to whether the same are Bank Obligations or Bank Secured Parties, on the one hand, or Noteholder Obligations or Noteholder Secured Parties, on the other hand.

     “Class Discharge” shall mean a Discharge of Bank Obligations or a Discharge of Noteholder Obligations.

     “Common Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, constituting both Bank Collateral and Noteholder Collateral.

     “Company” shall have the meaning set forth in the preamble.

     “Comparable Second-Lien Collateral Document” shall mean, in relation to any Common Collateral subject to any Lien created under any First-Lien Collateral Document, those Second-Lien Collateral Documents that create a Lien on the same Common Collateral, granted by the same Grantor.

     “Deposit Account” shall have the meaning set forth in the UCC.

     “Deposit Account Collateral” shall mean that part of the Common Collateral comprised of or contained in Deposit Accounts or Securities Accounts.

     “DIP Financing” shall have the meaning set forth in Section 6.1.

     “Discharge of Bank Obligations” shall mean (i) payment in full in cash of the principal of, and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such

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Insolvency or Liquidation Proceeding) and premium (if any) on, all Indebtedness outstanding under the Bank Documents, (ii) payment in full in cash of all other Bank Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, (iii) termination or cash collateralization of in an amount and on terms satisfactory to the Bank Agent, or other provision for in a manner satisfactory to the Bank Agent and the issuing bank under the Senior Credit Agreement, all letters of credit issued under the Bank Documents, (iv) termination or expiration of all commitments to lend and all obligations to lend and all obligations to issue letters of credit under the Bank Documents, (v) termination and payment in full in cash of all termination fees and other amounts due in respect of Bank Hedging Obligations, or cash collateralization or the provision of other security in respect thereof in an amount and on terms satisfactory to the Bank Agent and (vi) any costs, expenses and contingent indemnification obligations not yet due and payable but with respect to which a claim has been threatened or asserted in writing under any Bank Documents, are backed by letters of credit or cash collateral in an amount and on terms satisfactory to Bank Agent.

     “Discharge of First-Lien Obligations” shall mean (i) in respect of Bank Priority Collateral, the Discharge of Bank Obligations and (ii) in respect of Noteholder Priority Collateral, the Discharge of Noteholder Obligations.

     “Discharge of Noteholder Obligations” shall mean (i) payment in full in cash of the principal of, and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding) and premium (if any) on, all Indebtedness outstanding under the Noteholder Documents and (ii) payment in full in cash of all other Noteholder Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid.

     “Discharge of Second-Lien Obligations” shall mean (i) in respect of Bank Priority Collateral, the Discharge of Noteholder Obligations and (ii) in respect of Noteholder Priority Collateral, the Discharge of Bank Obligations.

     “Documents” shall have the meaning set forth in the UCC.

     “Finance Documents” shall mean the Bank Documents and the Noteholder Documents.

     “First-Lien Agent” shall mean (i) with respect to Bank Priority Collateral, the Bank Agent and (ii) with respect to Noteholder Priority Collateral, the Noteholder Agent.

     “First-Lien Collateral” shall mean, for purposes of determining the respective rights and obligations of either Class of Secured Parties as First-Lien Secured Parties or Second-Lien Secured Parties under any provision of this Agreement, such portion of the Common Collateral with respect to which the Secured Parties of such Class are First-Lien Secured Parties or Second-Lien Secured Parties, as the context may require.

     “First-Lien Collateral Documents” shall mean (i) with respect to Bank Priority Collateral, the Bank Collateral Documents and (ii) with respect to Noteholder Priority Collateral, the Noteholder Collateral Documents.

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     “First-Lien Documents” shall mean (i) with respect to Bank Priority Collateral, the Bank Documents and (ii) with respect to Noteholder Priority Collateral, the Noteholder Documents.

     “First-Lien Obligations” shall mean (i) in respect of Bank Priority Collateral, the Bank Obligations and (ii) in respect of Noteholder Priority Collateral, the Noteholder Obligations.

     “First-Lien Secured Parties” shall mean (i) with respect to Bank Priority Collateral, the Bank Secured Parties and (ii) with respect to Noteholder Priority Collateral, the Noteholder Secured Parties.

     “General Intangibles” shall have the meaning set forth in the UCC.

     “Grantors” shall mean the Company and each Subsidiary of the Company that has executed and delivered a Bank Collateral Document or a Noteholder Collateral Document.

     “Hedging Obligations” shall mean, with respect to any Person, all obligations and liabilities, whether now owing or hereafter arising, of such Person in respect of (i) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates and/or commodity prices.

     “Indebtedness” shall mean and include all obligations that constitute “Debt” or “Indebtedness” within the meaning of the Senior Secured Notes Indenture and the Senior Credit Agreement as in effect on the date hereof.

     “Insolvency or Liquidation Proceeding” shall mean (i) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Grantor, (ii) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to any of its assets, (iii) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iv) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

     “Instrument” shall have the meaning set forth in the UCC.

     “Inventory” shall have the meaning set forth in the UCC.

     “Issuer” shall have the meaning set forth in the recitals.

     “Letter-of-Credit Rights” shall have the meaning set forth in the UCC.

     “Lien” shall mean, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset.

     “Maximum Bank Documents Amount” shall mean an amount equal to (x)

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$121,000,000 or, if less, (y) the product of (i) 1.1 and (ii) the aggregate amount of all commitments to make loans and other advances under the Senior Credit Agreement (after giving effect to any permanent reductions of such commitments that are accompanied by a payment of principal outstanding under such commitments (other than those made in connection with a Refinancing)).

     “Noteholder Agent” shall mean (i) BONY, in its capacity as Trustee and collateral agent under the Senior Secured Notes Indenture and the other Noteholder Documents entered into pursuant thereto, (ii) the trustee and collateral agent under such Noteholder Documents as may be entered into pursuant to any Refinancing of the foregoing permitted hereunder and (iii) with respect to both (i) and (ii), its successors and permitted assigns.

     “Noteholder Collateral” shall mean all of the assets of each Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Noteholder Obligation.

     “Noteholder Collateral Documents” shall mean the Noteholder Security Agreement, the Noteholder Pledge Agreement and any other document or instrument pursuant to which a Lien is granted by any Grantor to secure any Noteholder Obligations or under which rights or remedies with respect to any such Lien are governed.

     “Noteholder Documents” means the Senior Secured Notes Indenture, the Notes, the Noteholder Collateral Documents and each of the other agreements, documents and instruments providing for or evidencing any Noteholder Obligation, and any other document or instrument executed or delivered at any time in connection with any Noteholder Obligations under the Senior Secured Notes Indenture and the other Noteholder Documents, including any intercreditor or joinder agreement among holders of Noteholder Obligations, in each case to the extent such are effective at the relevant time and as each may be amended, restated, supplemented, modified, renewed, extended or Refinanced from time to time in accordance with the provisions of this Agreement.

     “Noteholder Obligations” shall mean all Obligations outstanding under the Senior Secured Notes Indenture and the other Noteholder Documents (including, without limitation, all fees and expenses of the Trustee thereunder). To the extent any payment with respect to the Noteholder Obligations (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred and no Discharge of Noteholder Obligations shall be deemed to have occurred with respect to such amount. “Noteholder Obligations” shall also include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Noteholder Document, whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

     “Noteholder Pledge Agreement” shall mean the Pledge Agreement dated as of December 29, 2006, among the Company, certain other Grantors and the Noteholder Agent in

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respect of the Senior Secured Notes Indenture.

     “Noteholder Security Agreement” shall mean the Security Agreement dated as of December 29, 2006, among the Company, certain other Grantors and the Noteholder Agent in respect of the Senior Secured Notes Indenture.

     “Noteholder Priority Collateral” shall mean all of the assets of each Grantor, whether real, personal or mixed, other than the Bank Priority Collateral.

     “Noteholder Priority Collateral Proceeds Account” shall mean one or more Deposit Accounts established pursuant to the Senior Secured Notes Indenture for the purposes of holding proceeds of Noteholder Priority Collateral, and into which there shall be deposited only proceeds of Noteholder Priority Collateral.

     “Noteholder Secured Parties” shall mean the Persons holding Noteholder Obligations, including the Noteholder Agent.

     “Notes” shall mean (i) the 9¹/2% senior secured notes due 2017 issued by the Issuer pursuant to the Senior Secured Notes Indenture and (ii) any additional notes issued under the Senior Secured Notes Indenture by the Issuer, to the extent permitted by the Senior Secured Notes Indenture, the Senior Credit Agreement, the other Bank Documents and the other Noteholder Documents, as applicable.

     “Obligations” means any and all obligations with respect to the payment of (i) any principal of, or interest or premium on, any Indebtedness, including any reimbursement obligation in respect of any letter of credit, or any other liability, including, without limitation, interest accruing after the filing of a petition initiating any proceeding under Bankruptcy Law, (ii) any fees, indemnification obligations, expense reimbursement obligations or other liabilities payable under the documentation governing any Indebtedness and (iii) any obligation to post cash collateral in respect of letters of credit or any other obligations.

     “Patterns and Core Boxes Collateral” shall mean any and all casting patterns or core boxes of any Grantor.

     “Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, entity or other party, including any government and any political subdivision, agency or instrumentality thereof.

     “Pledged Collateral” shall mean the Common Collateral in the possession of an Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon under the UCC.

     “Proceeds” shall have the meaning set forth in the UCC.

     “Promissory Note” shall have the meaning set forth in the UCC.

     “Records” shall have the meaning set forth in the UCC.

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     “Recovery” shall have the meaning set forth in Section 6.4.

     “Refinance” shall mean, in respect of any indebtedness or other obligation, to refinance, extend, renew, defease, amend, amend and restate, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness or other obligation in exchange or replacement for, such indebtedness or other obligation in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

     “Required Lenders” shall mean those lenders the approval of which is required to approve an amendment or modification of, termination or waiver of any provision of, or consent to any departure from, the Senior Credit Agreement (or would be required to effect such consent under this Agreement if such consent were treated as an amendment thereof).

     “Second-Lien Agent” shall mean (i) with respect to Bank Priority Collateral, the Noteholder Agent and (ii) with respect to Noteholder Priority Collateral, the Bank Agent.

     “Second-Lien Collateral Documents” shall mean (i) with respect to Bank Priority Collateral, the Noteholder Collateral Documents and (ii) with respect to Noteholder Priority Collateral, the Bank Collateral Documents.

     “Second-Lien Documents” shall mean (i) with respect to Bank Priority Collateral, the Noteholder Documents and (ii) with respect to Noteholder Priority Collateral, the Bank Documents.

     “Second-Lien Obligations” shall mean (i) in respect of Noteholder Priority Collateral, the Bank Obligations and (ii) in respect of Bank Priority Collateral, the Noteholder Obligations.

     “Second-Lien Secured Parties” shall mean (i) with respect to Bank Priority Collateral, the Noteholder Secured Parties and (ii) with respect to Noteholder Priority Collateral, the Bank Secured Parties.

     “Secured Obligations” shall mean Bank Obligations and Noteholder Obligations.

     “Secured Parties” shall mean the Bank Secured Parties and the Noteholder Secured Parties.

     “Securities Account” shall have the meaning set forth in the UCC.

     “Senior Credit Agreement” shall have the meaning set forth in the recitals.

     “Senior Secured Notes Indenture” shall have the meaning set forth in the recitals.

     “Standstill Period” shall have the meaning set forth in Section 3.1(a).

     “Subsidiary” shall mean, with respect to any Person, any “Subsidiary” of such Person as defined in the Senior Secured Notes Indenture.

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     “Supporting Obligations” shall have the meaning set forth in the UCC.

     “Trustee” shall have the meaning set forth in the preamble.

     “UCC” shall mean (i) with respect to the provisions hereof that relate to the definition of the Bank Priority Collateral, the Uniform Commercial Code as from time to time in effect in the State of Illinois and (ii) for all other purposes hereunder, the Uniform Commercial Code as from time to time in effect in the State of New York.

     1.2. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, modified or Refinanced in accordance with this Agreement, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

     SECTION 2. Lien Priorities.

     2.1. Subordination of Liens. Notwithstanding (i) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the respective Secured Parties on any Common Collateral, (ii) any provision of the UCC, Bankruptcy Law, any applicable law or any Finance Document, (iii) whether any Secured Party, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, the Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, hereby agrees that: (a) any Lien on First-Lien Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Agent or any First-Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on such Common Collateral securing any Second-Lien Obligations and (b) any Lien on the Common Collateral securing any Second-Lien Obligations now or hereafter held by or on behalf of the Second-Lien Agent or any Second-Lien Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any First-Lien Obligations. All Liens on the Common Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing

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any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

     2.2. Prohibition on Contesting Liens. The Bank Agent, for itself and on behalf of each applicable Bank Secured Party, and the Noteholder Agent, for itself and on behalf of each applicable Noteolder Secured Party, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien securing any Secured Obligations held (or purported to be held) by or on behalf of any of the Secured Parties or any agent or trustee therefor in any Common Collateral.

     2.3. No New Liens. It is agreed and understood that the intent of the parties is for each Class of Secured Obligations to be secured by a perfected lien on all Bank Priority Collateral and all Noteholder Priority Collateral. In furtherance of the foregoing, if any Secured Party of either Class shall acquire or hold any Lien on any asset of the Company or any other Grantor that is not also subject to a Lien securing the Secured Obligations of the other Class, then such Secured Party shall (i) without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Secured Parties of the other Class as security for the Secured Obligations of the other Class (subject to the Lien priorities and other terms hereof) and (ii) in the case of any such Lien acquired after the date hereof, (x) endeavor to give the other Agent prompt written notice of such additional Lien, provided that the failure to give such notice shall not affect the validity of such additional Lien or the rights hereunder of the Agent receiving such additional Lien (subject to the Lien priorities and other terms hereof) and (y) enter into, execute and/or deliver any agreements, filings, instruments or other documents reasonably requested by the other Agent in order to evidence the Lien priorities set forth herein.

     2.4. Perfection of Liens. Neither the First-Lien Agent nor the First-Lien Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Common Collateral for the benefit of the Second-Lien Agent and the Second-Lien Secured Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First-Lien Secured Parties and the Second-Lien Secured Parties and shall not impose on any Secured Party or any agent or trustee therefor any obligations in respect of the disposition of proceeds of any Common Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

     SECTION 3. Enforcement.

     3.1. Exercise of Remedies.

          (a) So long as the Discharge of First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, neither the Second-Lien Agent nor any Second-Lien Secured Party shall:

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     (i) exercise or seek to exercise any rights or remedies (including set-off) with respect to any First-Lien Collateral in respect of any applicable Second-Lien Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure);

     (ii) contest, protest or object to any foreclosure proceeding or action brought with respect to the First-Lien Collateral by the First-Lien Agent or any First-Lien Secured Party in respect of the First-Lien Obligations, the exercise of any right by the First-Lien Agent or any First-Lien Secured Party (or any agent or sub-agent on their behalf) in respect of the First-Lien Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second-Lien Agent or any Second-Lien Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party of any rights and remedies as a secured party relating to the First-Lien Collateral under the First-Lien Documents or otherwise in respect of First-Lien Obligations; or

     (iii) object to the forbearance by the First-Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the First-Lien Collateral in respect of First-Lien Obligations;

provided, however that if an Event of Default (as defined in the Second-Lien Documents (as in effect on the date hereof)) has occurred and for so long as such Event of Default is continuing, subject at all times to the provisions of Sections 2.1 and 4, after the expiration of a 120-day period (the “Standstill Period”) which shall commence on the date of receipt by the First-Lien Agent of the written declaration of the Second-Lien Agent of such Event of Default and written demand by the Second-Lien Agent to the Company for the accelerated payment of all Second-Lien Obligations (unless any Grantor is subject to an Insolvency or Liquidation Proceeding by reason of which such declaration and the making of such demand is stayed, in which case, commencing on the date of the commencement of such Insolvency or Liquidation Proceeding), the Second-Lien Agent may take action to enforce its second-priority Liens on the First-Lien Collateral upon 10 days’ prior written notice to the First-Lien Agent (which notice may be given prior to the completion of such 120-day period, but not prior to the 90th day of such period), but only so long as the First-Lien Agent is not, or has not within such 10-day period commenced, diligently pursuing in good faith the exercise of its enforcement rights or remedies against, or diligently attempting to vacate any stay on enforcement of its Liens on, all or any material portion of the First-Lien Collateral (including, without limitation, commencement of any reasonable action to foreclose its Liens on such First-Lien Collateral, any reasonable action to take possession of such First-Lien Collateral or commencement of any reasonable legal proceedings or actions against or with respect to such First-Lien Collateral).

          (b) Except as expressly provided in the proviso in Section 3.1(a), so long as the Discharge of First-Lien Obligations has not occurred and whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the First-Lien Agent and the First-Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the First-Lien Collateral without any consultation with or the consent of any Second-Lien Agent or

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any Second-Lien Secured Party; provided, however, that the Second-Lien Agent may take any action (not adverse to the prior Liens on the First-Lien Collateral securing the First-Lien Obligations, or the rights of the First-Lien Agent or the First-Lien Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the First-Lien Collateral. In exercising rights and remedies with respect to the First-Lien Collateral, the First-Lien Agent and the First-Lien Secured Parties may enforce the provisions of the First-Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of First-Lien Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under the Bankruptcy Law of any applicable jurisdiction.

          (c) Except as expressly provided in the proviso in Section 3.1(a), so long as the Discharge of First-Lien Obligations has not occurred, the Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, agrees that it will not in the context of its role as secured creditor take or receive any First-Lien Collateral or any proceeds of First-Lien Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any First-Lien Collateral in respect of the applicable Second-Lien Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of First-Lien Obligations has occurred, except as expressly provided in the provisos in Sections 3.1(a) and (b), the sole right of the Second-Lien Agent and the Second-Lien Secured Parties with respect to the First-Lien Collateral shall be to hold a Lien on the First-Lien Collateral in respect of the applicable Second-Lien Obligations pursuant to the Second-Lien Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First-Lien Obligations has occurred.

          (d) Except as expressly provided in the provisos in Section 3.1(a), (i) the Second-Lien Agent, for itself and on behalf of each applicable Second-Lien Secured Party, agrees that no Second-Lien Agent or any Second-Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the First-Lien Agent or the First-Lien Secured Parties with respect to the First-Lien Collateral under the First-Lien Documents, including any sale, lease, exchange, transfer or other disposition of the First-Lien Collateral, whether by foreclosure or otherwise, and (ii) the Second-Lien Agent, for itself and on behalf of each applicable Second-Lien Secured Party, hereby waives any and all rights it or any Second-Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the First-Lien Agent or the First-Lien Secured Parties seek to enforce their Liens on any of the First-Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First-Lien Agent or First-Lien Secured Parties is adverse to the interests of the Second-Lien Secured Parties.

          (e) The Second-Lien Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second-Lien Document shall be deemed to restrict in any way the rights and remedies of the First-Lien Agent or the First-Lien Secured Parties with respect to the First-Lien Collateral as set forth in this Agreement and the First-Lien Documents.

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     3.2. Cooperation. Subject to the proviso in Section 3.1(a), the Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, agrees that, unless and until the Discharge of First-Lien Obligations has occurred, it will not commence, or join with any Person (other than the First-Lien Secured Parties and the First-Lien Agent upon the request thereof) in commencing or pursuing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the First-Lien Collateral under any of the applicable Second-Lien Documents.

     3.3. Access to Collateral and Information.

          (a) As between the Bank Agent and the Noteholder Agent, the Bank Agent may enter upon any real property of a Grantor, whether leased or owned, and without obligation to pay rent or compensation to the Noteholder Agent or the Noteholder Secured Parties or Grantors and may use any of the equipment of any Grantor to complete the manufacture of and/or process Inventory, collect Accounts and remove, sell or otherwise dispose of any of the Bank Priority Collateral until the later of (i) such time as the Noteholder Agent disposes of such real property and equipment and (ii) the date that is 90 days after the date of receipt by the Bank Agent of a notice from the Noteholder Agent of its intent to commence the exercise of remedies with respect to such real property and equipment, provided that (x) any such use of property and equipment shall be in accordance with applicable law and customary industry practices with respect to the use and maintenance thereof, and, if requested by the Noteholder Agent, the Bank Agent shall provide the Noteholder Agent with evidence of the liability insurance of the Bank Agent, on which the Noteholder Agent shall be named as an additional insured and (y) no equipment (excluding Patterns and Core Boxes Collateral) may be removed from the premises at which such equipment was theretofore located without the prior written consent of the Noteholder Agent. In the event that the Agents are unable to exercise their rights as secured creditors as a result of any stay in any bankruptcy, insolvency or similar proceeding or of any temporary restraining order or preliminary injunction with respect to any Grantor or the Agents, such 90-day period shall be extended by the number of days that the Agents or their designees’ access to the Common Collateral has been prevented; provided, however, that in the event the Bank Agent, but not the Noteholder Agent, is so prevented from exercising such remedies, such 90-day period shall be extend by a number of days equal to the lesser of (x) the number of days such stay, order or injunction is in effect and (y) 180 days.

          (b) In the event that either Agent shall, in the exercise of its rights under the Bank Collateral Documents or the Noteholder Collateral Documents, as the case may be, or otherwise, receive and retain possession or control of any books and Records of any Grantor which contain information identifying or pertaining to the First-Lien Collateral of the other Class, such Agent shall, upon request from the Agent for the other Class and as promptly as practicable thereafter, either make available to the other Agent such books and Records for inspection and duplication or provide to the other Agent copies thereof.

     3.4. License for Noteholder Priority Collateral. The Noteholder Agent, for itself and each of the Noteholder Secured Parties, hereby grants in favor of the Bank Agent, for itself and on behalf of the Bank Secured Parties, a nonexclusive right to use, license and/or sublicense any now existing or hereafter acquired Noteholder Priority Collateral consisting of intellectual property, including trademarks and trade names, for the purpose of enabling the Bank Agent and

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the Bank Secured Parties to assemble, prepare for sale, advertise, market and dispose of any and all Bank Priority Collateral, wherever such Bank Priority Collateral may be located, including all such license and right access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The license and right herein shall continue in full force and effect as a burden on the Noteholder Priority Collateral until all Bank Priority Collateral has been sold, transferred or otherwise disposed of notwithstanding (i) any exercise of remedies by the Noteholder Agent or any Noteholder Secured Parties with respect to any Noteholder Priority Collateral or (ii) any voluntary or involuntary transfer or assignment of any of such Noteholder Priority Collateral consisting of intellectual property or any rights therein (whether by any Grantor, by any Noteholder Secured Party or otherwise). This license right shall inure to the benefit of the Bank Agent and the Bank Secured Parties and their successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such license right is granted free of charge, without requirement that any monetary payment whatsoever including, without limitation, any royalty or license fee, be made to the applicable Noteholder Agent or any Noteholder Secured Parties or any other Person by the Bank Agent or any Bank Secured Party or any other Person. The Noteholder Agent, for itself and each of the Noteholder Secured Parties, agrees not to interfere, hinder, restrict or delay the exercise by the Bank Agent or the Bank Secured Parties of any such license and right granted herein and agrees to execute such documentation and complete such other acts as may be required by the Bank Agent or the Bank Secured Parties in connection with the exercise of such license and right, including preservation of such license and right against any Person (including any voluntary or involuntary transferee of such Noteholder Priority Collateral consisting of intellectual property). The rights and remedies of the Bank Agent and the Bank Secured Parties in this Section 3.4 are in addition to and not in limitation of the rights and remedies under the Bank Documents or applicable law. The provisions of this Section 3.4 are agreed to solely as among the Agents and Secured Parties and shall not be deemed to expand or otherwise modify any rights granted by any Grantor to the Agents or Secured Parties under any of the Finance Documents.

     3.5 Third Party Agreement Regarding Collateral. Notwithstanding anything herein to the contrary but subject to Section 5.5, each Agent agrees to prior written notice to the other Agent prior to taking action to gain access to or trigger control of any Collateral; provided, however, that so long as the Discharge of Bank Obligations has not occurred, in no event shall Noteholder Agent or any Noteholder Secured Party trigger control of any Bank Priority Collateral that consists of a Deposit Account and is otherwise subject to any “control agreement” to which Bank Agent is a party.

     SECTION 4. Payments.

     4.1 Application of Proceeds of Common Collateral. Each Secured Party hereby agrees that all Common Collateral, and all proceeds thereof, received by any Secured Party in connection with any exercise of remedies as a secured creditor in respect of Common Collateral, or pursuant to a sale, transfer or other disposition pursuant to Section 5.1(i)(b) below, shall be applied:

     first, to the payment of costs and expenses of the First-Lien Agent in connection with its exercise of remedies as a secured creditor;

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          second, to the payment of the First-Lien Obligations in accordance with the First-Lien Documents until the Discharge of First-Lien Obligations has occurred;

          third, to the payment of the Second-Lien Obligations in accordance with the Second-Lien Documents until the Discharge of Second-Lien Obligations has occurred; and

          fourth, the balance, if any, to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct.

          4.2. Payments Over. Any First-Lien Collateral or proceeds thereof received by the Second-Lien Agent or any Second-Lien Secured Party in connection with the exercise of any right or remedy (including set-off) relating to any First-Lien Collateral in contravention of this Agreement prior to the Discharge of First-Lien Obligations shall be segregated and held in trust for the benefit of, and forthwith paid over to, the First-Lien Agent (and/or its designees) for the benefit of the applicable First-Lien Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First-Lien Agent is hereby authorized to make any such endorsements as agent for the Second-Lien Agent or any such Second-Lien Secured Party. This authorization is coupled with an interest and is irrevocable.

          SECTION 5. Other Agreements.

          5.1. Releases. If at any time any Grantor, the First-Lien Agent or any First-Lien Secured Party, as applicable, delivers notice to the Second-Lien Agent that any specified First-Lien Collateral (including, for such purpose, in the case of the sale of all or substantially all of the equity interests in any Subsidiary of such Grantor, any First-Lien Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of:

               (i) by private or public sale of all or any portion of the First-Lien Collateral (a) in connection with any exercise of remedies as a secured creditor by the First Lien Agent or (b) after the occurrence and during the continuation of an event of default under the First Lien Documents, with the consent of the First-Lien Agent, provided that the net cash proceeds of any such sale, if any, are applied in accordance with this Agreement;

               (ii) by the owner of such First-Lien Collateral in a transaction permitted under the Senior Credit Agreement, the Senior Secured Notes Indenture and each other Finance Document;

then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second-Lien Secured Parties on such First-Lien Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such First-Lien Collateral securing First-Lien Obligations are released and discharged. Upon delivery to the Second-Lien Agent of a notice from the First-Lien Agent stating that any release of Liens on the First-Lien Collateral securing or supporting the First-Lien Obligations has become effective (or shall become effective upon the Second-Lien Agent’s release, if applicable) pursuant to the preceding sentence, the Second-Lien Agent will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms.

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In the case of the sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Lien Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Lien Obligations is released and discharged. The Second-Lien Agent, for itself and the Second-Lien Secured Parties, hereby irrevocably appoints the First-Lien Agent and any officer or agent of the First-Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second-Lien Agent and the Second-Lien Secured Parties, for the purpose of acting under this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any termination statements, endorsements, or other instruments of Lien transfer or Lien release.

     5.2. Insurance. Unless and until the Discharge of First-Lien Obligations has occurred, the First-Lien Agent and the First-Lien Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First-Lien Documents, to adjust settlement for any insurance policy covering the First-Lien Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the First-Lien Collateral. Unless and until the Discharge of First-Lien Obligations has occurred, all proceeds of any such policy and any such award if in respect of the First-Lien Collateral shall be paid (a) first, prior to the occurrence of the Discharge of First-Lien Obligations, to the First-Lien Agent for the benefit of First-Lien Secured Parties pursuant to the terms of the First-Lien Documents, (b) second, after the occurrence of the Discharge of First-Lien Obligations, to the Second-Lien Agent for the benefit of the Second-Lien Secured Parties pursuant to the terms of the applicable Second-Lien Documents and (c) third, if no Second-Lien Obligations are outstanding, to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. If the Second-Lien Agent or any Second-Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the First-Lien Agent in accordance with the terms of Section 4.2.

     5.3. Amendments to Finance Documents.

          (a) So long as a Class Discharge has not occurred and except as otherwise expressly provided herein, without the prior written consent of (i) in the case the Bank Documents, the Noteholder Agent and (ii) in the case of the Noteholder Documents, the Bank Agent and the Required Lenders, no Finance Document may be amended, supplemented, modified or Refinanced in any manner that would contravene this Agreement or would contravene, or result in a breach or default under, the Senior Credit Agreement or the Senior Secured Notes Indenture as in effect on the date hereof.

          (b) So long as the Discharge of Bank Obligations has not occurred, the Noteholder Agent agrees that each applicable Noteholder Collateral Document shall include the following language (or language to similar effect approved in writing by the Bank Agent):

“Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by

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the Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of December 29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Bank of America, N.A., The Bank of New York Trust Company, N.A., Neenah Foundry Company and the Subsidiaries of Neenah Foundry Company party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”.

          (c) So long as the Discharge of Noteholder Claims has not occurred, the Bank Agent agrees that (i) at the request of the Noteholder Agent, any applicable Bank Collateral Document in effect on the date hereof and (ii) each applicable Bank Collateral Document in effect from time to time hereafter, shall include the following language (or language to similar effect approved in writing by the Noteholder Agent):

“Notwithstanding anything herein to the contrary, the liens and security interests granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder, are subject to the limitations and provisions of the Intercreditor Agreement dated as of December 29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Bank of America, N.A., The Bank of New York Trust Company, N.A., Neenah Foundry Company and the Subsidiaries of Neenah Foundry Company party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”.

          (d) In the event that the First-Lien Agent or the First-Lien Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the First-Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First-Lien Collateral Document or changing in any manner the rights of the First-Lien Agent, the First-Lien Secured Parties, the Company or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second-Lien Collateral Document without the consent of the Second-Lien Agent or any Second-Lien Secured Party and without any action by the Second-Lien Agent, the Company or any other Grantor; provided, that such amendment, waiver or consent does not (i) effect a release of Common Collateral except as permitted by Section 5.1 or (ii) materially adversely affect the rights of the Second-Lien Secured Parties or the interests of the Second-Lien Secured Parties in the Second-Lien Collateral (without regard to the fact that the Lien of such First-Lien Collateral Document is senior to the Lien of the Comparable Second-Lien Collateral Document). The First-Lien Agent shall give written notice of such amendment, waiver or consent to the Second-Lien Agent; provided, however, that the failure to give such notice shall not affect the effectiveness of such amendment with respect to the provisions of any Second-Lien Collateral Document as set forth in this Section 5.3(d).

     5.4. Rights As Unsecured Creditors. Except to the extent in contravention of the express terms of Sections 2.1, 2.2, 3.1(a)(ii) or 3.1(a)(iii) of this Agreement, any Secured Party may exercise rights and remedies as an unsecured creditor against the Company or any Subsidiary of the Company that has guaranteed the relevant Secured Obligations in accordance with the terms of the applicable Finance Documents and applicable law. Nothing in this Agreement shall prohibit

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the receipt by any Secured Party of required payments of interest and principal unless such payment is made with an application of proceeds that violates the waterfall for application of proceeds set forth in Section 4.1 hereof. In the event the Second-Lien Agent or any Second-Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of First-Lien Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second-Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing First-Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the First-Lien Agent or the First-Lien Secured Parties may have with respect to the First-Lien Collateral.

     5.5. First-Lien Agent as Bailee for Perfection.

          (a) The First-Lien Agent agrees to hold the Pledged Collateral that is part of the First-Lien Collateral in its possession or control (or in the possession or control of its agents or bailees) as bailee for the Second-Lien Agent and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Second-Lien Collateral Documents, subject to the terms and conditions of this Section 5.5.

          (b) The First-Lien Agent agrees to hold the Deposit Account Collateral that is part of the First-Lien Collateral and controlled by the First-Lien Agent as bailee for the Second-Lien Agent and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the Second-Lien Collateral Documents, subject to the terms and conditions of this Section 5.5.

          (c) In the event that the First-Lien Agent (or its agent or bailees) has Lien filings against intellectual property that is part of the First-Lien Collateral that are necessary for the perfection of Liens in such Common Collateral, the First-Lien Agent agrees to hold such Liens as bailee for the Second-Lien Agent and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the Second-Lien Collateral Documents, subject to the terms and conditions of this Section 5.5.

          (d) Except as otherwise specifically provided herein (including Sections 3.1 and 4.1), until the Discharge of First-Lien Obligations has occurred, the First-Lien Agent shall be entitled to deal with the Pledged Collateral that is part of the First-Lien Collateral in accordance with the terms of the First-Lien Documents as if the Liens under the Second-Lien Collateral Documents did not exist. The rights of the Second-Lien Agent and the Second-Lien Secured Parties with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement.

          (e) The First-Lien Agent shall have no obligation whatsoever to the Second-Lien Agent or any Second-Lien Secured Party to assure that the Pledged Collateral that is part of the First-Lien Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to such Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the First-Lien Agent under this Section 5.5 shall be limited solely to holding Pledged Collateral as bailee for the Second-Lien

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Agent for purposes of perfecting the Lien held by the Second-Lien Secured Parties.

          (f) The First-Lien Agent shall not have by reason of the Second-Lien Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the Second-Lien Agent or any Second-Lien Secured Party and the Second-Lien Agent and the Second-Lien Secured Parties hereby waive and release the First-Lien Agent from all claims and liabilities arising pursuant to the First-Lien Agent’s role under this Section 5.5, as agent and bailee with respect to the Common Collateral.

          (g) Upon the Discharge of First-Lien Obligations, the First-Lien Agent shall deliver to the Second-Lien Agent, or otherwise allow the Second-Lien Agent to obtain control of, to the extent that it is legally permitted to do so, the remaining Pledged Collateral (if any) and Deposit Account Collateral (if any) theretofore part of the First-Lien Collateral, together with any necessary endorsements, or take such action in respect thereof as a court of competent jurisdiction may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the First-Lien Agent for loss or damage suffered by the First-Lien Agent as a result of such transfer, except for loss or damage suffered by the First-Lien Agent as a result of its own willful misconduct, gross negligence or bad faith. The First-Lien Agent shall have no obligation to follow instructions from any Second-Lien Agent in contravention of this Agreement.

          (h) Neither the First-Lien Agent nor the First-Lien Secured Parties shall be required to marshal any present or future collateral security for the Company’s or its Subsidiaries’ obligations to the First-Lien Agent or the First-Lien Secured Parties under the applicable Finance Documents or any assurance of payment in respect thereof or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.

     5.6. When Class Discharge Deemed Not to Have Occurred. Upon a Refinancing of any Finance Documents, no Class Discharge shall be deemed to occur, and the Obligations under such Refinancing of such Finance Documents shall automatically be treated as Secured Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Common Collateral set forth herein (with any Obligations under such new Finance Documents secured by First-Lien Collateral being treated as First-Lien Obligations for all purposes hereunder); provided that (i) such Refinancing is permitted pursuant to Section 5.3 hereof and (ii) the new Agent thereunder shall agree in a writing, in form and substance satisfactory to the Agent for the other Class and addressed to such Agent and the Secured Parties of such Class, to be bound by the terms of this Agreement. If the new Secured Obligations under such new Finance Documents are secured by assets of the Grantors that do not also secure the Secured Obligations of the other Class, then the Secured Obligations of the other Class shall be secured at such time by a Lien on such assets to the same extent provided in the applicable Finance Documents for such Class and this Agreement (including the Lien priorities and rights in respect of Common Collateral set forth herein).

     SECTION 6. Insolvency or Liquidation Proceedings.

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     6.1. Financing Issues. If the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Agent shall desire to permit the use of cash collateral or to permit the Company or any other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Law (“DIP Financing”), then the Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, agrees that it will raise no objection to, and will not support any objection to, and will not otherwise contest (a) such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent permitted by Section 6.3) and, to the extent the Liens securing the First-Lien Obligations under the First-Lien Documents are subordinated to any Liens securing such DIP Financing, will subordinate its Liens in the First-Lien Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to Liens securing First-Lien Obligations under this Agreement, provided that (x) the sum of (i) the aggregate principal amount of any and all such DIP Financing and (ii) the Bank Outstandings Amount at such time, does not exceed (y) the Maximum Bank Documents Amount at such time, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Lien Obligations made by the First-Lien Agent or any other First-Lien Secured Party, (c) any lawful exercise by any First-Lien Secured Party of the right to credit bid First-Lien Obligations at any sale in foreclosure of Common Collateral, (d) any other request for judicial relief made in any court by any holder of First-Lien Obligations relating to the lawful enforcement of any Lien on the First-Lien Collateral or (e) any order relating to a sale of assets of any Grantor to which the First-Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the First-Lien Obligations and the Second-Lien Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens securing the related First-Lien Collateral rank to the Liens securing the Second-Lien Collateral in accordance with this Agreement.

     6.2. Relief from the Automatic Stay. Until the Discharge of First-Lien Obligations has occurred, the Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the First-Lien Collateral without the prior written consent of the First-Lien Agent.

     6.3. Adequate Protection. The Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by the First-Lien Agent or the First-Lien Secured Parties for adequate protection or (b) any objection by the First-Lien Agent or the First-Lien Secured Parties to any motion, relief, action or proceeding based on the First-Lien Agent’s or the First-Lien Secured Parties’ claiming a lack of adequate protection. The First-Lien Agent may seek or request adequate protection of its interest in the First-Lien Collateral in the form of a replacement Lien on additional collateral, which Lien, if granted, will be senior to the Liens securing the Second-Lien Obligations, including any Liens permitted under this Section 6.3. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) the Second-Lien Agent, on behalf of itself and any applicable Second-Lien Secured Party, may seek or request adequate protection in the form of a replacement Lien on additional collateral, provided that any such Lien shall be subordinated to the Liens securing the First-Lien Obligations and any DIP Financing permitted under Section 6.1 (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Lien

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Obligations are so subordinated to the Liens securing First-Lien Obligations under this Agreement and (ii) in the event the Second-Lien Agent, on behalf of itself or any applicable Second-Lien Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Lien Agent, on behalf of itself or each such Second-Lien Secured Party, agrees that the First-Lien Agent shall also be granted a senior Lien on such additional collateral as security for the applicable First-Lien Obligations and any such DIP Financing, and that any Lien on such additional collateral securing the Second-Lien Obligations shall be subordinated to the Liens on such collateral securing the First-Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the First-Lien Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreement. Except as otherwise expressly set forth in Section 6.1 or in connection with the exercise of remedies with respect to the Common Collateral, nothing herein shall limit the rights of the Second-Lien Agent or the other Second-Lien Secured Parties in seeking adequate protection with respect to their rights in the Common Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest or otherwise), provided, however, that nothing herein shall limit the rights of the First-Lien Agent or the other First-Lien Secured Parties to object to such adequate protection in the form of cash payments, periodic cash payments or cash payments of interest.

     6.4. Preference Issues. If any Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then as among the parties hereto the related Secured Obligations shall be deemed to be reinstated to the extent of such Recovery and to be outstanding as if such payment had not occurred. If this Agreement has been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto.

     6.5. Application. This Agreement shall be applicable prior to and after the commencement of any Insolvency or Liquidation Proceeding. All references herein to any Grantor shall apply to any trustee for such Person and such Person as debtor in possession. The relative rights as to the Common Collateral and other collateral and proceeds thereof shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of, or use of cash collateral by, any Grantor.

     6.6. Waivers. Until the Discharge of First-Lien Obligations has occurred, the Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, will not assert or enforce any claim under Section 506(c) of the United States Bankruptcy Code senior to or on a parity with the Liens securing the First-Lien Obligations for costs or expenses of preserving or disposing of any First-Lien Collateral.

     6.7 Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of any reorganized Grantor secured by Lien upon any property of such reorganized Grantor are distributed pursuant to a plan of reorganization on account of First-Lien

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Obligations and Second-Lien Obligations, then, to the extent such debt obligations are secured by Liens upon Collateral, the provisions of this Agreement will survive the distribution of such debt obligations and will apply with like effect to the Liens securing such debt obligations.

     SECTION 7. Reliance; Waivers; etc.

     7.1. Reliance. All loans and other extensions of credit made or deemed made on and after the date hereof by the First-Lien Secured Parties to the Company or any Subsidiary of the Company shall be deemed to have been given and made in reliance upon this Agreement. The Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, acknowledges that it and the applicable Second-Lien Secured Parties have, independently and without reliance on the First-Lien Agent or any First-Lien Secured Party, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each applicable Second-Lien Document, this Agreement and the transactions contemplated hereby and thereby and will continue to make their own credit decisions in taking or not taking any action under the applicable Second-Lien Document or this Agreement.

     7.2. No Warranties or Liability. The Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, acknowledges and agrees that neither the First-Lien Agent nor any First-Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-Lien Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The First-Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First-Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second-Lien Agent or any other Second-Lien Secured Party has in the First-Lien Collateral or otherwise, except as otherwise provided in this Agreement. Neither the First-Lien Agent nor any First-Lien Secured Party shall have any duty to any Second-Lien Agent or any Second-Lien Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Subsidiary thereof (including the Second-Lien Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the First-Lien Agent, the First-Lien Secured Parties, the Second-Lien Agent and the Second-Lien Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Second-Lien Obligations, the First-Lien Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

     7.3. Obligations Unconditional. All rights, interests, agreements and obligations of the First-Lien Agent and the First-Lien Secured Parties, and the Second-Lien Agent and the Second-Lien Secured Parties, respectively, hereunder shall remain in full force and effect irrespective of:

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          (a) any lack of validity or enforceability of any First-Lien Documents or any Second-Lien Documents;

          (b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the First-Lien Obligations or Second-Lien Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First-Lien Document or of the terms of any Second-Lien Document;

          (c) any exchange of any security interest in any Common Collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First-Lien Obligations or Second-Lien Obligations or any guarantee thereof;

          (d) the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or any other Grantor; or

          (e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, the Company or any other Grantor in respect of the First-Lien Obligations, or of any Second-Lien Agent or any Second-Lien Secured Party in respect of this Agreement.

     SECTION 8. Miscellaneous.

     8.1. Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of any Bank Document or any Noteholder Document, the provisions of this Agreement shall govern.

     8.2. Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this Agreement shall continue to be effective until a Class Discharge has occurred. This is a continuing agreement of lien subordination and the First-Lien Secured Parties may continue, at any time and without notice to the Second-Lien Agent or any Second-Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations in reliance hereon, subject to the limitations specified herein. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     8.3. Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by the Bank Agent or the Noteholder Agent shall be deemed to be made unless the same shall be in writing signed on behalf of the party making the same or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. The Company and the other Grantors shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent their rights are

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affected or obligations hereunder are expressly modified thereby.

     8.4. Information Concerning Financial Condition of the Company and the Subsidiaries. The Secured Parties shall each be responsible for keeping themselves informed of (a) the financial condition of the Company and its Subsidiaries and all endorsers and/or guarantors of the Secured Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Secured Obligations. The Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that any Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it or they shall be under no obligation (w) to make, and the Secured Parties shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain as confidential or is otherwise required to maintain as confidential.

     8.5. Subrogation. The Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First-Lien Obligations has occurred.

     8.6. Application of Payments. Except as otherwise provided herein, all payments received by the First-Lien Secured Parties may be applied, reversed and reapplied, in whole or in part, to such part of the First-Lien Obligations as the First-Lien Secured Parties, in their sole discretion, deem appropriate, consistent with the terms of the First-Lien Documents. Except as otherwise provided herein, the Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, assents to any such extension or postponement of the time of payment of the First-Lien Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security that may at any time secure any part of the First-Lien Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

     8.7. Consent to Jurisdiction; Waivers. The parties hereto consent to the jurisdiction of any state or federal court located in New York, New York, and consent that all service of process may be made by registered mail directed to such party as provided in Section 8.8 for such party. Service so made shall be deemed to be completed three days after the same shall be posted as aforesaid. The parties hereto waive any objection to any action instituted hereunder in any such court based on forum non conveniens and any objection to the venue of any action instituted hereunder in any such court. Each of the parties hereto waives any right it may have to trial by jury in respect of any litigation based on, or arising out of, under or in connection with this Agreement, or any course of conduct, course of dealing, verbal or written statement or action of any party hereto in connection with the subject matter hereof.

     8.8. Notices. All notices to the Bank Secured Parties and the Noteholder Secured Parties permitted or required under this Agreement may be sent to the Bank Agent or the Noteholder Agent as provided in the relevant Finance Document. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall

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be in writing and may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all the other parties. The Bank Agent hereby agrees to promptly notify the Noteholder Agent upon the Discharge of Bank Obligations. The Noteholder Agent hereby agrees to promptly notify the Bank Agent upon the Discharge of Noteholder Obligations.

     8.9. Further Assurances. Each of the Bank Agent, on behalf of itself and each applicable Bank Secured Party, and the Noteholder Agent, on behalf of itself and each Noteholder Secured Party, agrees that each of them shall take such further action and shall execute and deliver to the other Agent and the Secured Parties of the other Class such additional documents and instruments (in recordable form, if requested) as such Agent or such Secured Parties may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

     8.10. Governing Law. This Agreement has been delivered and accepted at and shall be deemed to have been made at New York, New York and shall be interpreted, and the rights and liabilities of the parties bound hereby determined, in accordance with the laws of the State of New York.

     8.11. Binding on Successors and Assigns. This Agreement shall be binding upon the Bank Agent, the Bank Secured Parties, the Noteholder Agent and the Noteholder Secured Parties, the Company, the Subsidiaries of the Company party hereto and their respective successors and permitted assigns.

     8.12. Specific Performance. The First-Lien Agent may demand specific performance of this Agreement. The Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by the First-Lien Agent.

     8.13. Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.

     8.14. Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile or other electronic means (i.e., “PDF”), each of which shall be an original and all of which shall together constitute one and the same document.

     8.15. Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The Bank Agent represents and warrants that this Agreement is binding upon the Bank Secured Parties. The Noteholder Agent represents and warrants that this Agreement is binding upon the Noteholder Secured Parties.

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     8.16. No Third Party Beneficiaries; Successors and Assigns. This Agreement and the rights and benefits hereof shall inure to the benefit of, and be binding upon, each of the parties hereto and their respective successors and assigns and shall inure to the benefit of each of, and be binding upon, the holders of Secured Obligations. No other Person shall have or be entitled to assert rights or benefits hereunder.

     8.17. Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement shall be effective both before and after the commencement of any Insolvency or Liquidation Proceeding. All references to the Company or any other Grantor shall include the Company or any other Grantor as debtor and debtor in possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

     8.18. Bank Agent and Noteholder Agent. It is understood and agreed that (a) B of A is entering into this Agreement in its capacity as administrative agent under the Senior Credit Agreement and the provisions of Section 11 of the Senior Credit Agreement applicable to B of A as administrative agent thereunder shall also apply to B of A as Bank Agent hereunder, (b) BONY is entering in this Agreement in its capacity as Trustee, and the provisions of Article 7 of the Senior Secured Notes Indenture applicable to the Trustee thereunder shall also apply to BONY as Noteholder Agent hereunder.

     8.19. Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First-Lien Secured Parties, on the one hand, and the Second-Lien Secured Parties, on the other hand. Notwithstanding anything in this Agreement to the contrary (except to the extent contemplated by Sections 5.3(b) and (c)), nothing in this Agreement is intended to or will amend, waive or otherwise modify the provisions of the Senior Credit Agreement, the Senior Secured Notes Indenture or any other Bank Document or Noteholder Document or permit the Company or any Subsidiary of the Company to take any action, or fail to take any action, to the extent such action or failure would otherwise constitute a breach of, or default under, the Senior Credit Agreement, the Senior Secured Notes Indenture or any other Bank Document or Noteholder Document.

     8.20. References. Notwithstanding anything to the contrary in this Agreement, any references contained herein to any Section, clause, paragraph, definition or other provision of the Senior Secured Notes Indenture (including any definition contained therein) shall be deemed to be a reference to such Section, clause, paragraph, definition or other provision as in effect on the date of this Agreement; provide, however, that any reference to any such Section, clause, paragraph or other provision shall refer to such Section, clause, paragraph or other provision of the Senior Secured Notes Indenture, as applicable (including any definition contained therein), as amended or modified from time to time if such amendment or modification has been made in accordance with the Senior Secured Notes Indenture and the terms hereof.

     8.21. Intercreditor Agreements. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First-Lien Secured Parties (as among themselves) and the Second-Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the First-Lien Agent or the Second-Lien Agent, respectively, governing the rights, benefits and privileges as among the

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First-Lien Secured Parties or the Second-Lien Secured Parties, as the case may be, in respect of the Common Collateral, this Agreement and the other First-Lien Collateral Documents or Second-Lien Collateral Documents, as the case may be, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Lien Collateral Documents or Second-Lien Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Lien Collateral Document or Second-Lien Collateral Document, and the provisions of this Agreement and the other First-Lien Collateral Documents and Second-Lien Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, including to give effect to any such intercreditor agreement (or similar arrangement)).

     8.22. Supplements. Upon the execution by any Subsidiary of the Company of a supplement hereto in form and substance satisfactory to each of the Bank Agent and the Noteholder Agent, such Subsidiary shall be a party to this Agreement and shall be bound by the provisions hereof to the same extent as the Company and each other Grantor are so bound.

[Remainder of page intentionally left blank]

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BANK OF AMERICA, N.A.,
as Bank Agent
By:	/s/ Brian J. Wright
Title: Senior Vice President
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Noteholder Agent
By:	/s/ Roxane Ellwanger
Title: Assistant Vice President

NEENAH FOUNDRY COMPANY
ADVANCED CAST PRODUCTS, INC.
DALTON CORPORATION
DALTON CORPORATION, WARSAW MANUFACTURING FACILITY
DALTON CORPORATION, STRYKER MACHINING FACILITY CO.
DALTON CORPORATION, ASHLAND MANUFACTURING FACILITY
DALTON CORPORATION, KENDALLVILLE MANUFACTURING FACILITY
DEETER FOUNDRY, INC.
GREGG INDUSTRIES, INC.
MERCER FORGE CORPORATION
A&M SPECIALTIES, INC.
NEENAH TRANSPORT, INC.
CAST ALLOYS, INC.
BELCHER CORPORATION
PEERLESS CORPORATION,
each, as a Grantor
Acting on behalf of each of the Grantors
By:	/s/ Gary W. LaChey
Title:	Corporate Vice President — Finance and and Chief Financial Officer

SCHEDULE I
TO INTERCREDITOR AGREEMENT

Grantors

Neenah Foundry Company
Advanced Cast Products, Inc.
Dalton Corporation
Dalton Corporation, Warsaw Manufacturing Facility
Dalton Corporation, Stryker Machining Facility Co.
Dalton Corporation, Ashland Manufacturing Facility
Dalton Corporation, Kendallville Manufacturing Facility
Deeter Foundry, Inc.
Gregg Industries, Inc.
Mercer Forge Corporation
A&M Specialties, Inc.
Neenah Transport, Inc.
Cast Alloys, Inc.
Belcher Corporation
Peerless Corporation

EX-10.3

Exhibit 10.3

Execution Copy

“Notwithstanding anything herein to the contrary, the liens and security interests granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder, are subject to the limitations and provisions of the Intercreditor Agreement dated as of December 29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Bank of America, N.A., The Bank of New York Trust Company, N.A., Neenah Foundry Company and the Subsidiaries of Neenah Foundry Company party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”.

SECURITY AGREEMENT

          THIS SECURITY AGREEMENT (this “Agreement”) is made as of the 29th day of December, 2006 by each of the undersigned Lien Grantors (the “Lien Grantors”) in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties (as defined below). Certain capitalized terms as used herein are defined in Section 1 hereof. Unless otherwise defined herein, capitalized terms used herein and defined in the Indenture (as defined below) shall be used herein as therein defined or, if not defined in the Indenture, as defined in the Code (as defined below).

W I T N E S S E T H:

     WHEREAS, Neenah Foundry Company (the “Issuer”) and The Bank of New York Trust Company, N.A., as trustee and collateral agent (in such capacity, the “Agent”), have entered into an Indenture, dated as of December 29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of the 9¹/2% Senior Secured Notes due 2017 (“Notes”) of the Issuer, all as contemplated therein (with the holders from time to time of Notes being referred to herein as the “Noteholders” and, together with the Agent, as the “Secured Parties”);

     WHEREAS, the Issuer, various financial institutions from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (in such capacity, the “ABL Agent”), are party to and amended and restated loan and security agreement, dated as of the date hereof (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “ABL Agreement”);

     WHEREAS, pursuant to the Note Guaranty, each Guarantor has jointly and severally guaranteed to the Secured Parties the payment when due of all the Obligations;

     WHEREAS, it is a condition precedent to the issuance of Notes by the Issuer that each Lien Grantor shall have executed and delivered to the Agent this Agreement;

     WHEREAS, each Lien Grantor will obtain benefits from the issuance of Notes by the Issuer under the Indenture and, accordingly, desires to execute this Agreement in order to satisfy the condition described in the preceding recital;

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. As used in this Agreement:

     “ABL Agent” shall have the meaning provided to such term in the recitals hereto.

     “ABL Agreement” shall have the meaning provided to such term in the recitals hereto.

     “Account Debtor” shall have the meaning provided to such term in the ABL Agreement as in effect on the date hereof.

     “Agreement” shall have the meaning provided to such term in the preamble.

     “Cash Collateral Account” shall have the meaning provided to such term in Section 5.1.

     “Cash Distributions” shall mean dividends, interest and other distributions and payments (including proceeds of liquidation, sale or other disposition) made or received in cash upon or with respect to any Collateral.

     “Code” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any Lien granted hereunder on any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Code” shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

     “Collateral” shall mean all of the Property and interests in Property described in Section 2 of this Agreement, and all other property that now or hereafter secures the payment and performance of any of the Obligations.

     “Computer Hardware and Software” shall mean all of each Lien Grantor’s rights (including rights as licensee and lessee) with respect to (i) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (ii) all Software and all software programs designed for use on the computers and electronic data processing hardware described in clause (i) above, including all operating system software, utilities and application programs in any form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any firmware associated with any of the foregoing; and (iv) any documentation for hardware, Software and firmware described in clauses (i), (ii) and (iii) above,

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including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes.

     “Environmental Laws” shall have the meaning provided to such term in the ABL Agreement as in effect on the date hereof.

     “Event of Default” shall have the meaning provided to such term in Section 6.1.

     “Intellectual Property” shall have the meaning provided to such term in the ABL Agreement as in effect on the date hereof.

     “Intellectual Property Mortgages” shall mean the Intellectual Property Mortgages entered into between the Agent and certain Lien Grantors in respect of the Intellectual Property described therein for the purpose of establishing the Agent’s Liens with respect to such Intellectual Property.

     “Lien Grantors” shall have the meaning provided to such term in the preamble.

     “Liquid Investment” means a Permitted Investment (other than commercial paper) that matures within 30 days after it is first included in the Collateral.

     “Mortgage” shall mean a mortgage creating a Lien on real property in favor of the Agent for the benefit of the Secured Parties and with such changes in the form thereof as the Agent shall request for the purpose of conforming to local practice for similar instruments in the jurisdiction where such real property is located.

     “Noteholders” shall have the meaning provided to such term in the recitals hereto.

     “Noteholder Documents” shall mean, collectively, this Agreement, the Indenture, the Note Guaranty, the Perfection Certificate and all other agreements, instruments and documents now or hereafter executed and/or delivered by any Lien Grantor to the Agent or any other Secured Party in order to evidence or secure the Obligations, as each may be amended, restated, supplemented or otherwise modified from time to time.

     “Notes” shall have the meaning provided to such term in the recitals hereto.

     “Obligations” shall mean, as to a Lien Grantor, all principal of all Notes outstanding from time to time, all interest on such Notes (including Post-Petition Interest), all other obligations with respect to the Notes and all other advances, debts, liabilities, obligations, covenants and duties arising, due or payable from such Lien Grantor to the Agent or any other Secured Party of any kind or nature, present or future, in each case arising under the Note Guaranty, the Indenture or any of the other Noteholder Documents to which such Lien Grantor is a party, whether direct or indirect (including those acquired by assignment), absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising and however acquired. With respect to each Lien Grantor that is a Guarantor, the term includes, without limitation, all interest, charges, expenses, fees, attorneys’ fees and any other sums chargeable to such Lien Grantor under the Note Guaranty, this Agreement or any of the other Noteholder Documents.

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     “Perfection Certificate” shall mean a certificate substantially in the form of Exhibit A hereto, completed and supplemented with the schedules contemplated thereby to the satisfaction of the Agent, and signed by an officer of each Lien Grantor.

     “Permitted Investments” shall mean investments in:

(a)	direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;
(b)	commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;
(c)	certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any State thereof which has a combined capital and surplus and undivided profits of at least $500,000,000; and
(d)	fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above.

     “Personal Property Collateral” shall mean all property included in the Collateral except Real Property Collateral.

     “Property” shall mean any interest of any Lien Grantor in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     “Post-Petition Interest” shall mean any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any one or more of the Lien Grantors (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.

     “Real Property Collateral” shall mean all real Property included in the Collateral.

     “Secured Parties” shall have the meaning provided to such term in the recitals hereto.

The foregoing definitions shall be equally applicable to the singular and plural of the defined terms.

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2. SECURITY INTEREST.

     2.1. Security Interest in Collateral. To secure the prompt payment and performance to the Agent and each other Secured Party of the Obligations, each Lien Grantor hereby grants to the Agent, for the benefit of the Secured Parties, a continuing Lien upon all of such Lien Grantor’s assets, including all of the following Property and interests in Property of such Lien Grantor, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:

(a)	Accounts;
(b)	Certificated Securities;
(c)	Chattel Paper;
(d)	Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(e)	Contract Rights;
(f)	Deposit Accounts;
(g)	Documents;
(h)	Equipment;
(i)	Financial Assets;
(j)	Fixtures;
(k)	General Intangibles, including Payment Intangibles and Software;
(l)	Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(m)	Instruments;
(n)	Intellectual Property;
(o)	Inventory;
(p)	Investment Property;
(q)	money (of every jurisdiction whatsoever);
(r)	Letter-of-Credit Rights;

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(s)	Payment Intangibles;
(t)	Security Entitlements;
(u)	Software;
(v)	Supporting Obligations;
(w)	Uncertificated Securities; and
(x)	to the extent not included in the foregoing, all other personal property of any kind or description;

together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided, that to the extent that the provisions of any lease, license, contract, permit, Document or Instrument expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof (unless such prohibition specifically excludes from its scope an assignment for collateral security purposes) or the grant of a Lien therein, (i) the Agent will not enforce its Lien in the applicable Lien Grantor’s rights under such lease, license, contract, permit, Document or Instrument (other than in respect of the Proceeds thereof) for so long as such prohibition continues, and (ii) to the extent a violation of any such prohibition caused by the Lien under this Section 2.1 would allow the counterparty to any such lease, license, contract, permit, Document or Instrument to terminate the same under applicable law, then such lease, license, contract, permit, Document or Instrument (other than in respect of the Proceeds thereof) shall not constitute Collateral for so long as such prohibition continues; it being understood that upon request of the Agent, such Lien Grantor will in good faith use reasonable efforts to obtain consent for the creation of a Lien in favor of the Agent (and to the Agent’s enforcement of such Lien) in any lease, license, contract, permit, Document or Instrument that prohibits any assignment thereof or the grant of a Lien therein; and provided, further, that no Lien is granted in any “intent to use” trademark applications until such time as a verified statement of use is filed.

     2.2. Other Collateral.

          2.2.1. Commercial Tort Claims. Each Lien Grantor shall promptly notify the Agent in writing upon having a Commercial Tort Claim that arises after the Issue Date against any third party and, upon request of the Agent, promptly enter into an amendment to this Agreement and do such other acts or things reasonably deemed necessary by the Agent to give the Agent a security interest in any such Commercial Tort Claim. Each Lien Grantor represents and warrants that as of the date of this Agreement, to its knowledge, it does not possess any Commercial Tort Claims.

          2.2.2. Other Collateral. Each Lien Grantor shall promptly (i) notify the Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof that consists of Deposit Accounts, Investment Property or Letter-of-Credit Rights in (or relating to) an amount in excess of $250,000 or Electronic Chattel Paper in (or relating to) an amount in excess of

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$1,000,000 and, upon the request of the Agent, promptly execute such other documents, and do such other acts or things deemed appropriate by the Agent to deliver to the Agent control with respect to such Collateral; (ii) notify the Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof that consists of Documents or Instruments in (or relating to) an amount in excess of $250,000 and, upon the request of the Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by the Agent to deliver to the Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Agent; (iii) notify the Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof that consists of motor vehicles and other Goods subject to a certificate of title statute having an amount in excess of $250,000 and, upon the request of the Agent, promptly deliver such certificates of title, execute such other documents, and do such other acts or things deemed appropriate by the Agent to cause the Agent to have a perfected security interest with respect to such Collateral; and (iv) with respect to any Collateral having a value in excess of $250,000 that is in the possession of a third party, other than Certificated Securities and Goods covered by a Document, obtain an acknowledgement from the third party that it is holding the Collateral for the benefit of the Agent.

     2.3. Lien Perfection; Further Assurances. Each Lien Grantor shall execute such instruments, assignments or documents as are necessary to perfect the Agent’s Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of the Agent’s Lien upon the Collateral. Unless prohibited by applicable law, each Lien Grantor hereby authorizes the Agent to execute and file any such financing statement, including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Lien Grantor or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 2.1, on such Lien Grantor’s behalf. Each Lien Grantor also hereby ratifies its authorization for the Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At the Agent’s request, each Lien Grantor shall also promptly execute or cause to be executed and shall deliver to the Agent any and all documents, instruments and agreements reasonably deemed necessary by the Agent to give effect to or carry out the terms of the Noteholder Documents.

3. REPRESENTATIONS AND WARRANTIES. Each Lien Grantor represents and warrants that:

     3.1. Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in the Perfection Certificate.

     3.2. Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Liens other than Permitted Liens.

     3.3. Such Lien Grantor has not performed any acts that might prevent the Agent from enforcing any of the provisions of the Noteholder Documents or that would limit the Agent in

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any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Issue Date, no Collateral owned by such Lien Grantor will be in the possession or under the control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien.

     3.4. The Agent’s Liens on all Personal Property Collateral owned by such Lien Grantor (a) have been validly created, (b) will attach to each item of such Collateral on the Issue Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (c) when so attached, will secure the Obligations.

     3.5. When the relevant Mortgages have been duly executed and delivered, the Agent’s Liens on all Real Property Collateral owned by such Lien Grantor as of the Issue Date granted thereunder will have been validly created and will secure the Obligations. When such Mortgages have been duly recorded, such Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral.

     3.6. The Lien Grantors have delivered the Perfection Certificate to the Agent. The information set forth therein is correct and complete as of the Issue Date. Within 60 days after the Issue Date, such Lien Grantor will furnish to the Agent a file search report from each relevant UCC filing office listed in the Perfection Certificate, showing the filing made at such filing office to perfect the Agent’s Liens on the Collateral.

     3.7. When UCC financing statements describing the Collateral set forth in Exhibit D to the Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the Agent’s Liens granted hereunder will constitute perfected security interests in the Personal Property Collateral owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the Code in such jurisdictions, prior to all Liens and rights of others therein except Permitted Liens. Except for (a) the filing of such UCC financing statements, (b) the filing of the Intellectual Property Mortgages and (c) the due recordation of the Mortgages, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Noteholder Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Liens granted hereunder or for the enforcement of such Liens.

4. COVENANTS. Each Lien Grantor covenants and agrees as follows:

     4.1. Location of Collateral. All Collateral, other than Goods in transit, motor vehicles, Goods in the possession of employees in the ordinary course of business and other miscellaneous immaterial items of Collateral not having a value that exceeds $250,000 in the aggregate for all Lien Grantors, will at all times be kept by a Lien Grantor, or a bailee, distributor, consignee, warehousemen or similar party of a Lien Grantor, at one or more of the business locations set forth in Exhibit B to the Perfection Certificate, as updated by such Lien Grantor providing prior written notice to the Agent of any new location.

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     4.2. Insurance of Collateral.

          4.2.1. Each Lien Grantor shall maintain and pay for insurance upon all Collateral wherever located and with respect to the business of such Lien Grantor, covering casualty, hazard, public liability, workers’ compensation, business interruption and such other risks. Borrowers shall deliver certified copies of such policies to the Agent as promptly as practicable, with satisfactory lender’s loss payable endorsements, naming the Agent (on behalf of the Secured Parties) jointly with the ABL Agent as a loss payee, assignee or additional insured, as appropriate, as its interest may appear, showing only such other loss payees, assignees and additional insureds as are satisfactory to the Agent and with respect to business interruption insurance, an executed collateral assignment thereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 10 days’ prior written notice to the Agent in the event of cancellation of the policy for nonpayment of premium and not less than 30 days’ prior written notice to the Agent in the event of cancellation of the policy for any other reason whatsoever and a clause specifying that the interest of the Agent shall not be impaired or invalidated by any act or neglect of any Lien Grantor or the owner of the Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each Lien Grantor agrees to deliver to the Agent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies.

     4.3. Protection of Collateral. Neither the Agent nor any other Secured Party shall be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in the Agent’s or such Secured Party’s actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the relevant Lien Grantors’ sole risk.

     4.4. Administration of Accounts. Each Lien Grantor shall keep accurate and complete records of its Accounts and all payments and collections thereon.

     4.5. Inventory. Each Lien Grantor shall keep accurate and complete records of its Inventory.

     4.6. Equipment. Each Lien Grantor shall keep its Equipment in good operating condition and repair, reasonable wear and tear excepted; prevent any of its material Equipment from becoming affixed to any real Property leased to such Lien Grantor such that an interest arises therein under the real estate laws of the applicable jurisdiction, unless the landlord of such real Property has executed a landlord waiver or leasehold mortgage in favor of the Agent; and prevent any of its material Equipment from becoming an accession to any personal Property other than Equipment that is subject to first priority (except for Permitted Liens) Liens in favor of the Agent. Each Lien Grantor shall keep accurate records itemizing and describing the kind, type, quantity and book value of its Equipment and all dispositions thereof. Promptly after the reasonable request therefor by the Agent, each Lien Grantor shall deliver to the Agent any and all evidence of ownership, if any, of any of its Equipment.

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5. CASH COLLATERAL ACCOUNT.

     5.1. The Agent will establish with respect to the Lien Grantors an account (the “Cash Collateral Account”), in the name and under the exclusive control of the Agent, into which all amounts owned by the Lien Grantors that are to be deposited therein pursuant to the Noteholder Documents shall be deposited from time to time. The Cash Collateral Account will be operated as provided in this Section 5.

     5.2. The Agent shall deposit the following amounts, as and when received by it, in the Cash Collateral Account:

(a)	each amount required by Section 11.02 of the Indenture to be deposited in a Cash Collateral Account with respect to any sale, lease, transfer or other disposition by a Lien Grantor of Primary Collateral;
(b)	each amount received by a Lien Grantor as Casualty Proceeds required by Section 11.02 of the Indenture to be deposited in a Cash Collateral Account; and
(c)	each amount realized or otherwise received by the Agent with respect to assets of any Lien Grantor upon any exercise of remedies pursuant to any Noteholder Document.

The Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to preceding clauses (a), (b) or (c), as applicable. The Agent shall withdraw and apply amounts from the Cash Collateral Account as provided in the Indenture.

     5.3. All Cash Distributions received with respect to assets held in the Cash Collateral Account shall be deposited therein promptly upon receipt thereof.

     5.4. Funds held in the Cash Collateral Account may, until withdrawn, be invested and reinvested in such Liquid Investments as the relevant Lien Grantor shall request in writing from time to time.

     5.5. If an Event of Default shall have occurred and be continuing, the Agent may (a) liquidate any or all investments held in the Cash Collateral Account and/or (b) withdraw any amounts held therein and apply such amounts as provided in Section 6.10 of the Indenture.

     5.6. If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to the Cash Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

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6. DEFAULTS; RIGHTS AND REMEDIES ON DEFAULT.

     6.1. Event of Default. Each of the following occurrences shall constitute a default under this Agreement (each, an “Event of Default”):

(a)	Breach of Indenture. The occurrence of any Event of Default under the Indenture; or
(b)	Breach under Noteholder Documents. Any Lien Grantor’s failure to pay when due any Obligations, or the occurrence of any breach of the terms and conditions contained in any Noteholder Document.

     6.2. Remedies. Upon the occurrence and during the continuance of an Event of Default, the Agent shall have and may upon direction of the other Secured Parties exercise from time to time the following other rights and remedies, provided, however, that it shall be under no obligation to so exercise:

(a)	All of the rights and remedies of a secured party under the Code or under other applicable law, and all other legal and equitable rights to which the Agent or the other Secured Parties may be entitled, all of which rights and remedies shall be cumulative and shall be in addition to any other rights or remedies contained in this Agreement or any of the other Noteholder Documents, and none of which shall be exclusive.
(b)	The right to take immediate possession of the Collateral, and to (i) require each Lien Grantor to assemble the Collateral, at such Lien Grantor’s expense, and make it available to the Agent at a place designated by the Agent which is reasonably convenient to both parties, and (ii) enter any premises where any of the Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the Property of a Lien Grantor, such Lien Grantor agrees not to charge the Agent for storage thereof).
(c)	The right to sell or otherwise dispose of all or any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale or sales, with such notice as may be required by law, in lots or in bulk, for cash or on credit, all as the Agent, in its sole discretion, may deem advisable. The Agent may, at the Agent’s option, disclaim any and all warranties regarding the Collateral in connection with any such sale. Each Lien Grantor agrees that 10 days’ written notice to such Lien Grantor of any public or private sale or other disposition of Collateral shall be reasonable notice thereof, and such sale shall be at such locations as the Agent may designate in said notice. The Agent shall have the right to conduct such sales on any Lien Grantor’s premises, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. The Agent shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Agent, on behalf of the Secured Parties, may purchase all or any part of the Collateral at public or, if

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permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Obligations. The proceeds realized from the sale of any Collateral shall be applied in a manner that is consistent with the terms of the Indenture. If any deficiency shall arise, the Lien Grantors shall remain liable to the Agent and the other Secured Parties therefor. Any surplus shall be remitted to whomsoever shall be legally entitled to the same.

(d)

The Agent is hereby granted a non-exclusive license or other right to use, without charge, effective upon the occurrence and continuance of an Event of Default, the Lien Grantors’ labels, patents, copyrights, licenses, rights of use of any name, trade secrets, tradenames, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in completing, advertising for sale and selling any Collateral and the Lien Grantors’ rights under all licenses and all franchise agreements shall inure to the Agent’s benefit.

     6.3. Remedies Cumulative; No Waiver. All covenants, conditions, provisions, warranties, guaranties, indemnities, and other undertakings of each Lien Grantor contained in this Agreement and the other Noteholder Documents, or in any document referred to herein or contained in any agreement supplementary hereto or in any schedule or in the Note Guaranty, given to the Agent or any other Secured Party or contained in any other agreement between any Secured Party and such Lien Grantor or between the Agent and such Lien Grantor heretofore, concurrently, or hereafter entered into, shall be deemed cumulative to and not in derogation or substitution of any of the terms, covenants, conditions, or agreements of such Lien Grantor herein contained. The failure or delay of the Agent or any other Secured Party to require strict performance by any Lien Grantor of any provision of this Agreement or to exercise or enforce any rights, Liens, powers, or remedies hereunder or under any of the aforesaid agreements or other documents or security or Collateral shall not operate as a waiver of such performance, Liens, rights, powers and remedies, but all such requirements, Liens, rights, powers, and remedies shall continue in full force and effect until all Obligations owing or to become owing from such Lien Grantor to the Agent and each other Secured Party have been fully satisfied. None of the undertakings, agreements, warranties, covenants and representations of any Lien Grantor contained in this Agreement or any of the other Noteholder Documents and no Default or Event of Default by any Lien Grantor under this Agreement or any other Noteholder Document shall be deemed to have been suspended or waived by the Secured Parties, unless such suspension or waiver is by an instrument in writing specifying such suspension or waiver and is signed by a duly authorized representative of the Agent and directed to such Lien Grantor.

7. MISCELLANEOUS.

     7.1. Power of Attorney. Each Lien Grantor hereby irrevocably designates, makes, constitutes and appoints the Agent (and all Persons designated by the Agent) as such Lien Grantor’s true and lawful attorney (and agent-in-fact), solely with respect to the matters set forth in this Section 7.1, and the Agent, or the Agent’s agent, may, without notice to such Lien Grantor and in such Lien Grantor’s or the Agent’s name, but at the cost and expense of such Lien Grantor:

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          7.1.1. At such time or times as the Agent, in its sole discretion, may determine, endorse such Lien Grantor’s name on any checks, notes, acceptances, drafts, money orders or any other evidence of payment or proceeds of the Collateral which come into the possession of the Agent or under the Agent’s control.

          7.1.2. At such time or times after the occurrence and during the continuance of an Event of Default (provided that the occurrence of an Event of Default shall not be required with respect to clauses (iv), (vi) (except as set forth below in such clause (vi)), (viii) and (ix) below), as the Agent or its agent in its sole discretion may determine: (i) demand payment of the Accounts from the Account Debtors, enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise all of the Lien Grantors’ rights and remedies with respect to the collection of the Accounts; (ii) settle, adjust, compromise, discharge or release any of the Accounts or other Collateral or any legal proceedings brought to collect any of the Accounts or other Collateral; (iii) sell or assign any of the Accounts and other Collateral upon such terms, for such amounts and at such time or times as the Agent deems advisable, and at the Agent’s option, with all warranties regarding the Collateral disclaimed; (iv) take control, in any manner, of any item of payment or proceeds relating to any Collateral; (v) prepare, file and sign any Lien Grantor’s name to a proof of claim in bankruptcy or similar document against any Account Debtor or to any notice of lien, assignment or satisfaction of lien or similar document in connection with any of the Collateral; (vi) receive, open and dispose of all mail addressed to any Lien Grantor and, if an Event of Default has occurred and is continuing, notify postal authorities to change the address for delivery thereof to such address as the Agent may designate until such time as no Event of Default exists; provided, that any contents of such mail other than any checks, notes, acceptances, drafts, money orders or other evidence of payment or proceeds of the Collateral shall be furnished by the Agent to such Lien Grantor in accordance with written instructions provided by such Lien Grantor; (vii) endorse the name of any Lien Grantor upon any of the items of payment or proceeds relating to any Collateral and deposit the same to the account of the Agent on account of the Obligations; (viii) endorse the name of any Lien Grantor upon any chattel paper, document, instrument, invoice, freight bill, bill of lading or similar document or agreement relating to any Collateral; (ix) use any Lien Grantor’s stationery and sign the name of such Lien Grantor to verifications of the Accounts and notices thereof to Account Debtors (provided that the Agent shall deliver drafts of any such written communication to such Lien Grantor prior to the delivery thereof to any Account Debtors); (x) use the information recorded on or contained in any data processing equipment and Computer Hardware and Software relating to the Accounts, Inventory, Equipment and any other Collateral; (xi) make and adjust claims under policies of insurance to the extent related to the Collateral; and (xii) do all other acts and things necessary, to fulfill any Lien Grantor’s obligations under this Agreement.

          7.1.3. The power of attorney granted hereby shall constitute a power coupled with an interest and shall be irrevocable.

     7.2. Indemnity. Each Lien Grantor jointly and severally hereby agrees to indemnify the Agent and each other Secured Party (and each of their Affiliates) and hold the Agent and each other Secured Party (and each of their Affiliates) harmless from and against any liability, loss, damage, claim, suit, action or proceeding suffered or incurred by any such Person (including reasonable documented attorneys fees and legal expenses) as the result of such Lien Grantor’s failure to observe, perform or discharge such Lien Grantor’s duties hereunder, except those

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determined by a court of competent jurisdiction in a final nonappealable judgment to have been caused by the gross negligence or willful misconduct of the Agent or such Secured Party. In addition, each Lien Grantor shall defend the Agent and each other Secured Party (and each of their Affiliates) against and hold them harmless from all claims of any Person with respect to the Collateral (except those resulting from the bad faith, gross negligence or intentional misconduct of any such Person). Without limiting the generality of the foregoing, each Lien Grantor shall indemnify and hold harmless the Agent and each other Secured Party (and each of their Affiliates) from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or under Environmental Laws, or attributable to the use, generation, storage, release, threatened release, discharge, disposal or presence of any pollutants, flammables, explosives, petroleum (including crude oil) or any fraction thereof, radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of toxic or hazardous substances, wastes, or materials under any Environmental Law, except for those losses, damages, costs, expenses or liabilities determined by a court of competent jurisdiction in a final nonappealable judgment to have been caused by the gross negligence or willful misconduct of the Agent or such Secured Party. Notwithstanding any contrary provision in this Agreement, the obligation of each Lien Grantor under this Section 7.2 shall survive the payment in full of the non-indemnity Obligations and the termination of this Agreement.

     7.3. Complete Agreement; Sale of Interest.

(a)

The Noteholder Documents constitute the complete agreement among the parties with respect to the subject matter hereof and may not be modified, altered or amended, except by an agreement in writing signed by each Lien Grantor and the Agent. No Lien Grantor may sell, assign or transfer any interest in this Agreement or any of the other Noteholder Documents, or any of the Obligations or any portion thereof, including, without limitation, such Lien Grantor’s rights, title, interests, remedies, powers and duties hereunder or thereunder.

(b)

Each Lien Grantor hereby consents to any Secured Party’s participation, sale, assignment, transfer or other disposition, at any time or times hereafter, of this Agreement, the Notes, any of the other Noteholder Documents or any of the Obligations, or of any portion hereof or thereof, including, without limitation, such Secured Party’s rights, title, interests, remedies, powers and duties hereunder or thereunder, subject to the conditions set forth in the Indenture.

     7.4. Modification of Agreement. No amendment, modification or waiver of any provision of this Agreement nor consent to any departure by any Lien Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and such Lien Grantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

     7.5. Reimbursement of Expenses. If, at any time or times regardless of whether or not an Event of Default then exists, (i) the Agent incurs reasonable and documented legal or

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accounting expenses or any other costs or out-of-pocket expenses in connection with (1) the negotiation and preparation of this Agreement or any of the other Noteholder Documents, any amendment of or modification of this Agreement or any of the other Noteholder Documents or (2) the administration of this Agreement or any of the other Noteholder Documents and the transactions contemplated hereby and thereby; or (ii) the Agent or any other Secured Party incurs reasonable and documented legal or accounting expenses or any other costs or out-of-pocket expenses in connection with (1) any litigation, contest, dispute, suit, proceeding or action (whether instituted by the Agent, any other Secured Party, any Lien Grantor or any other Person) relating to the Collateral, this Agreement or any of the other Noteholder Documents or any Lien Grantor’s affairs; (2) any attempt to enforce any rights of the Agent or any other Secured Party against any Lien Grantor or any other Person which may be obligated to the Agent or any other Secured Party by virtue of this Agreement or any of the other Noteholder Documents, including, without limitation, the Account Debtors; or (3) any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; then all such legal and accounting expenses, other costs and out of pocket expenses of the Agent or any other Secured Party, as applicable, shall be charged to the Lien Grantors; provided, that the Lien Grantors shall not be responsible for such expenses, costs and out-of-pocket expenses to the extent incurred because of the gross negligence, bad faith or willful misconduct of the Agent or such Secured Party. All amounts chargeable to the Lien Grantors under this Section 7.5 shall be Obligations secured by all of the Collateral, shall be payable within 15 days following demand to the Agent or such other Secured Party, as the case may be, and shall bear interest from the date due and owing until paid in full at the rate applicable to the Notes. Each Lien Grantor shall also reimburse the Agent for expenses incurred by the Agent in its administration of the Collateral to the extent and in the manner provided in the Indenture.

     7.6. Perfection by Possession or Control. With respect to any provision in this Agreement which requires any Lien Grantor to deliver possession of any negotiable document, instrument, certificated securities, promissory notes or other Collateral requiring possession thereof in order to perfect the security interest of the Agent therein under the Code, or which requires the Agent to have “control” (as defined in the Code) of investment property or deposit accounts, in order to perfect the security interest of the Agent therein, until the Discharge of the Bank Obligations (as defined in the Intercreditor Agreement) has occurred, no such delivery to the Agent shall be required to the extent such Collateral is delivered to the Bank Agent (as defined in the Intercreditor Agreement) in accordance with the Bank Documents (as defined in the Intercreditor Agreement), it being understood that the Bank Agent is acting as non-fiduciary agent for the benefit of the Agent solely for the purpose of perfecting the security interest in such Collateral pursuant to the terms of the Intercreditor Agreement.

     7.7. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

     7.8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each Lien Grantor, the Agent and each other Secured Party.

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     7.9. Notice. Except as otherwise provided herein, all notices, requests and demands to or upon a party hereto, to be effective, shall be in writing, return receipt requested, by personal delivery against receipt, by overnight courier or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered or received, as applicable, immediately when delivered against receipt, one Business Day after deposit with an overnight courier or, in the case of facsimile notice, when sent, addressed as follows:

If to the Agent:	The Bank of New York Trust Company, N.A.
	2 North LaSalle Street
	Suite 1020
	Chicago, IL 60602
	Attention:      Corporate Trust Administration
	Fax No.:         (312) 827-8542
If to a Lien Grantor:	c/o Neenah Foundry Company
	2121 Brooks Avenue
	Neenah, Wisconsin 54957
	Attention:      Mr. Gary LaChey
	Fax No.:         (920) 729-3633
With a copy to:	Quarles & Brady LLP
	411 East Wisconsin Avenue
	Milwaukee, Wisconsin 53202-4497
	Attention:      Andrew M. Barnes, Esq.
	Fax No.:         (411) 277-5105

or to such other address as each party may designate for itself by notice given in accordance with this Section 7.8.

     7.10. Release; Termination.

          7.10.1. Upon any sale, lease, transfer or other disposition of any item of Collateral that is consummated in compliance with the Indenture, the Agent shall execute and deliver such documents that the relevant Lien Grantor may reasonably request to evidence the release of any such item of Collateral from the security interests granted hereunder.

          7.10.2. Upon the maturity of the Notes and payment in full of all Obligations (other than contingent indemnity obligations), the security interests granted hereunder shall terminate and all rights to the Collateral shall revert back to the respective Lien Grantors. Upon such termination, the Agent shall execute and deliver such documents that the Lien Grantors may reasonably request to evidence such termination.

     7.11. Interpretation. No provision of this Agreement or any of the other Noteholder Documents shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have been structured, drafted or dictated such provision.

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     7.12. Governing Law; Consent to Forum. THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED IN AND SHALL BE DEEMED TO HAVE BEEN MADE IN NEW YORK, NEW YORK. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS); PROVIDED, HOWEVER, THAT IF ANY OF THE COLLATERAL SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF SUCH JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF THE AGENT’S LIEN UPON SUCH COLLATERAL AND THE ENFORCEMENT OF THE AGENT’S OTHER REMEDIES IN RESPECT OF SUCH COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT WITH THE LAWS OF NEW YORK. AS PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF ANY LIEN GRANTOR, THE AGENT OR ANY OTHER SECURED PARTY, EACH LIEN GRANTOR HEREBY CONSENTS AND AGREES THAT THE COURTS OF THE STATE OF NEW YORK, SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, OR, AT THE AGENT’S OPTION, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN SUCH LIEN GRANTOR ON THE ONE HAND AND THE AGENT OR ANY OTHER SECURED PARTY ON THE OTHER HAND PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY AGREEMENT TO WHICH ANY LIEN GRANTOR IS A PARTY, EACH LIEN GRANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH LIEN GRANTOR HEREBY WAIVES ANY OBJECTION WHICH SUCH LIEN GRANTOR MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. EACH LIEN GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH LIEN GRANTOR AT THE ADDRESS SET FORTH IN THIS AGREEMENT OR OTHERWISE PROVIDED TO THE AGENT AS A NEW NOTICE ADDRESS IN ACCORDANCE WITH THE TERMS HEREOF AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH LIEN GRANTOR’S ACTUAL RECEIPT THEREOF OR FIVE (5) BUSINESS DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF THE AGENT OR ANY OTHER SECURED PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY THE AGENT OR ANY OTHER SECURED PARTY OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

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     7.13. Waivers. EACH LIEN GRANTOR IRREVOCABLY WAIVES (A) THE RIGHT TO TRIAL BY JURY (WHICH THE AGENT HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OF COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR ANY OF THE OTHER NOTEHOLDER DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL; (B) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY THE AGENT OR ANY OTHER SECURED PARTY, ON WHICH SUCH LIEN GRANTOR MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER THE AGENT OR ANY LENDER MAY DO IN THIS REGARD; (C) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING THE AGENT TO EXERCISE ANY REMEDIES HEREUNDER; (D) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS AND (E) NOTICE OF ACCEPTANCE HEREOF. EACH LIEN GRANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO THE AGENT’S ENTERING INTO THIS AGREEMENT AND THAT THE AGENT IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE DEALINGS WITH SUCH LIEN GRANTOR. EACH LIEN GRANTOR WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     7.14. Incorporation by Reference. In connection with its appointment and acting hereunder the Agent is entitled to all rights, privileges, immunities, protections, benefits and indemnities provided to it as Trustee under the Indenture.

     7.15. Force Majeure. In no event shall the Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

     7.16. Limitation on Duty of Agent in Respect of Collateral;

(a) Beyond the exercise of reasonable care in the custody thereof, the Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining

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thereto and the Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Agent in good faith.

(b)	The Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens granted in any of the Collateral, whether impaired by operation of law or by reason of any of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Lien Grantors to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.
(c)	Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, the Agent shall have no duty to act outside of the United States in respect of any Collateral located in any jurisdiction other than the United States.
(d)	The Lien Grantors agree to record and file, at their own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfected the security interests in the Collateral created hereunder and under the other Noteholder Documents, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Agent promptly thearafter. The Agent shall be under no obligation whatsoever to file such financing statements or continuation statements or to make any other filing under the Code.

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     IN WITNESS WHEREOF, this Agreement has been duly executed on the day and year specified at the beginning hereof.

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Agent
By:	/s/ Roxane Ellwanger
Title: Assistant Vice President

NEENAH FOUNDRY COMPANY
ADVANCED CAST PRODUCTS, INC.
DALTON CORPORATION
DALTON CORPORATION, WARSAW MANUFACTURING FACILITY
DALTON CORPORATION, STRYKER MACHINING FACILITY CO.
DALTON CORPORATION, ASHLAND MANUFACTURING FACILITY
DALTON CORPORATION, KENDALLVILLE MANUFACTURING FACILITY
DEETER FOUNDRY, INC.
GREGG INDUSTRIES, INC.
MERCER FORGE CORPORATION
A&M SPECIALTIES, INC.
NEENAH TRANSPORT, INC.
CAST ALLOYS, INC.
BELCHER CORPORATION
PEERLESS CORPORATION,
each, as a Lien Grantor

Acting on behalf of each of the Lien Grantors
By:	/s/ Gary W. LaChey
Title: Corporate Vice President - Finance
	and Chief Financial Officer

EX-10.4

Exhibit 10.4

Execution Copy

“Notwithstanding anything herein to the contrary, the liens and security interests granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder, are subject to the limitations and provisions of the Intercreditor Agreement dated as of December, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Bank of America, N.A., The Bank of New York Trust Company, N.A., Neenah Foundry Company and the Subsidiaries of Neenah Foundry Company party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”.

PLEDGE AGREEMENT

          THIS PLEDGE AGREEMENT (this “Agreement”) is made and entered into as of December 29, 2006 by each of the undersigned pledgors (collectively, the “Pledgors” and each, a “Peldgor”), in favor of in favor of The Bank of New York Trust Company, N.A. for the benefit of the Secured Parties (as defined below). Unless otherwise defined herein, capitalized terms used herein and defined in the Indenture (as defined below) shall be used herein as therein defined or, if not defined in the Indenture, as defined in the UCC (as defined below).

WITNESSETH:

     WHEREAS, Neenah Foundry Company (the “Company”) and The Bank of New York Trust Company, N.A., as trustee and collateral agent (in such capacity, the “Agent”), have entered into an Indenture, dated as of December 29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of the 9¹/2% Senior Secured Notes due 2017 (“Notes”) of the Company, all as contemplated therein (with the holders from time to time of Notes being referred to herein as the “Noteholders” and, together with the Agent, as the “Secured Parties”);

     WHEREAS, pursuant to the Note Guaranty, each Guarantor has jointly and severally guaranteed to the Secured Parties the payment when due of all the Obligations;

     WHEREAS, the Company owns 100% of the issued and outstanding capital stock of Deeter Foundry, Inc., a Nebraska corporation (“Deeter”), Mercer Forge Corporation, a Delaware corporation (“Mercer”), Dalton Corporation, an Indiana corporation (“Dalton”), Cast Alloys, Inc., a California corporation (“Cast Alloys”), Neenah Transport, Inc., a Wisconsin corporation (“Neenah Transport”), Gregg Industries, Inc., a California corporation (“Gregg”) and Advanced Cast Products, Inc., a Delaware corporation (“Advanced Cast”), all as further described on Schedule I hereto;

     WHEREAS, Advanced Cast owns 100% of the issued and outstanding capital stock of Belcher Corporation, a Delaware Corporation (“Belcher”) and Peerless Corporation, an Ohio corporation (“Peerless”);

     WHEREAS, Dalton owns 100% of the issued and outstanding capital stock of Dalton Corporation, Stryker Machining Facility Co., an Ohio corporation (“Stryker”), Dalton Corporation, Warsaw Manufacturing Facility (“Warsaw”), an Indiana corporation, Dalton Corporation, Kendallville Manufacturing Facility (“Kendallville”), an Indiana corporation, and Dalton Corporation, Ashland Manufacturing Facility (“Ashland”), an Ohio corporation, all as further described on Schedule I hereto;

     WHEREAS, Mercer owns 100% of the issued and outstanding capital stock of A & M Specialties, Inc., a Pennsylvania corporation (“A&M” and, together with Deeter, Mercer, Dalton, Cast Alloys, Neenah Transport, Gregg, Advanced Cast, Belcher, Peerless, Stryker, Warsaw, Kendallville and Ashland, collectively, the “Issuers” and each, an “Issuer”), as further described on Schedule I hereto;

     WHEREAS, concurrently herewith each Pledgor is entering into a Security Agreement, dated as of the date hereof (the “Security Agreement”), granting to the Agent, for the benefit of the Secured Parties, a first priority security interest in the Collateral (as defined in the Security Agreement), other than Permitted Liens;

     WHEREAS, it is a condition precedent to the issuance of Notes by the Issuer that each Pledgor shall have executed and delivered to the Agent this Agreement;

     WHEREAS, each Pledgor will obtain benefits from the issuance of Notes by the Company under the Indenture and, accordingly, desires to execute this Agreement in order to satisfy the condition described in the preceding recital;

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

          1. Pledge. Each Pledgor hereby pledges to Agent, for the benefit of the Secured Parties, and grants to Agent, for the benefit of the Secured Parties, a security interest in:

(a) the shares of stock of each Issuer identified on Schedule I hereto held by such Pledgor (the “Pledged Shares”) and the certificates representing the Pledged Shares, and all stock dividends, cash dividends, cash, instruments, chattel paper and other rights, property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;

(b) all additional shares of stock of each Issuer at any time acquired by such Pledgor in any manner, and the certificates representing such additional shares (and any such additional shares shall constitute part of the Pledged Shares under this Agreement), and all stock dividends, cash dividends, cash, instruments, chattel paper and other rights, property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and

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(c) all proceeds of any of the foregoing (the assets described in this Section 1 are collectively referred to as, the “Pledged Collateral”).

          2. Security for Obligations. This Agreement and all of the Pledged Collateral secure the payment and performance of the Obligations (as such term is defined in the Security Agreement), together with all reasonable costs and expenses, including, without limitation, all court costs and reasonable attorneys’ and paralegals’ fees and expenses paid or incurred by the Agent or any other Secured Party in endeavoring to collect all or any part of the Obligations from, or in prosecuting any action against Pledgor or any guarantor of all or any part of the Obligations (all such indebtedness, obligations and liabilities described in this Section 2 being collectively called the “Secured Obligations”).

          3. Delivery of Pledged Collateral. Subject to Section 16 hereof, all certificates or instruments representing or evidencing the Pledged Collateral shall be delivered to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent. The Agent shall have the right, at any time upon direction of the Secured Parties and without notice to any Pledgor following the occurrence and during the continuance of an Event of Default, to transfer to or to register in the name of the Agent or any of its nominees any or all of the Pledged Collateral. In addition, during such time the Agent shall have the right to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations.

          4. Representations and Warranties. In order to induce the Agent and the other Secured Parties to enter into this Agreement, each Pledgor represents and warrants that the following statements are true, correct and complete:

(a) Schedule I hereto completely and accurately sets forth, with respect to each Issuer the capital stock of which is owned by such Pledgor, all of the issued and outstanding stock of such Issuer as of the date hereof. All shares of such stock are owned legally and beneficially by the such Pledgor and have been duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding warrants, options, subscriptions or other contractual arrangements for the purchase of any other shares of stock or any securities convertible into shares of stock of any such Issuer, and there are no preemptive rights with respect to the shares of stock of any such Issuer.

(b) Assuming that the Agent has taken and is retaining possession of the Pledged Shares in the State of Illinois, the delivery of the Pledged Shares to the Agent pursuant to this Agreement is effective to create a valid and perfected first priority security interest in the Pledged Collateral, free of any adverse claim other than Permitted Liens, securing the payment of the Secured Obligations.

(c) No consent of any other party (including, without limitation, any creditor of such Pledgor) and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either

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	(i) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by such Pledgor or (ii) for the exercise by the Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as has already been obtained or taken and except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).
(d)	None of the Pledged Shares held by such Pledgor constitutes margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System.
(e)	This Agreement is the legal, valid and binding obligation of such Pledgor, enforceable against such Pledgor in accordance with its terms, except as limited by applicable bankruptcy, reorganization, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
(f)	All information herein or hereafter supplied to the Agent by or on behalf of the Pledgor with respect to the Pledged Collateral is and will be accurate and complete in all material respects.

          5. Further Assurances.

(a)

Each Pledgor will, from time to time, at such Pledgor’s expense, and upon the Agent’s request, promptly execute and deliver all further instruments and documents and take all further action that is necessary, or that the Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, to enable the Agent to exercise and enforce the rights and remedies of the Agent hereunder with respect to any Pledged Collateral or to carry out the provisions and purposes hereof. Without limiting the generality of the foregoing, each Pledgor will: (i) upon the Agent’s request, execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as is necessary, or as the Agent may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby under the laws of any applicable jurisdiction or (ii) upon the Agent’s reasonable request, appear in and defend any action or proceeding that may affect such Pledgor’s title to or the Agent’s security interest in the Pledged Collateral.

(b)

Each Pledgor will, promptly (and in any event within three Business Days) upon the purchase or acquisition of any additional shares of stock of any Issuer, deliver to or on behalf of the Agent such Pledged Shares as required by Section 3 above, together with a proxy substantially in the form attached hereto as Exhibit A, and a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit B hereto (a “Pledge Amendment”), in respect of the additional shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and

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agrees that all shares listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder be considered Pledged Collateral.

          6. Voting Rights; Dividends; Etc.

(a) So long as no Event of Default shall have occurred and be continuing and the Agent shall not have delivered to the relevant Pledgor notice of its election to exercise the rights set forth in subsection (b) below:

          (i) Such Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Indenture.

          (ii) Except as otherwise expressly permitted in the Indenture, (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral shall be paid to the Agent and applied to reduce the Secured Obligations in the manner set forth in the Indenture, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith, delivered to the Agent to hold as Pledged Collateral, and shall, if received by such Pledgor, be received in trust for the benefit of the Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

          (iii) The Agent shall promptly upon request execute and deliver (or cause to be executed and delivered) to such Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which such Pledgor is entitled to exercise pursuant to paragraph (i) above, and to receive the dividends which such Pledgor is authorized to receive and retain pursuant to paragraph (ii) above.

(b) Upon the occurrence and during the continuance of an Event of Default:

          (i) Except as otherwise expressly permitted in the Indenture, all rights of each Pledgor to receive and retain any cash dividends and distributions pursuant to subsection 6(a)(ii), and to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise pursuant to subsection 6(a)(i), shall cease to be effective upon written notice by the Agent to such Pledgor of the Agent’s intent to exercise its rights hereunder, and upon delivery of such notice shall become vested in the Agent who shall thereupon have the sole right to exercise such voting and other consensual rights and the sole right to receive and hold as Pledged Collateral such dividends (and, to the extent permissible, apply them to payment of the Secured Obligations). In order to effect such transfer of rights, the Agent shall have the right, upon such

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notice, to date and present to the applicable Issuer an irrevocable proxy executed by such Pledgor substantially in the form attached hereto as Exhibit A (a “Proxy”).

          (ii) Except as expressly permitted in the Indenture, all dividends which are received by such Pledgor contrary to the provisions of this subsection 6(b) shall be received in trust for the benefit of the Agent (for the benefit of the Secured Parties), shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

          7. Transfers and Other Liens; Additional Shares.

(a) Each Pledgor agrees that such Pledgor will not, except for Permitted Liens, (i) encumber, sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or (ii) enter into any other contractual obligations which could reasonably be expected to restrict or inhibit the right or ability of the Agent to sell or otherwise dispose of the Pledged Collateral or any part thereof after the occurrence and during the continuance of an Event of Default.

(b) Each Pledgor agrees that if any Issuer issues any stock or other securities (including any warrants, options, subscriptions or other contractual arrangements for the purchase of stock or securities convertible into stock) in addition to or in substitution for the Pledged Shares, such Pledgor will deliver, promptly (and in any event within three Business Days) upon its acquisition (directly or indirectly) thereof, any and all writings evidencing any additional Pledged Collateral. Each Pledgor hereby authorizes the Agent to modify this Agreement by unilaterally amending Schedule I to include such shares of stock or other securities.

          8. Agent Appointed Attorney-in-Fact. Each Pledgor hereby irrevocably appoints the Agent as such Pledgor’s attorney-in-fact effective upon the occurrence and during the continuance of an Event of Default, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, the Agent or otherwise, from time to time in the discretion of the Agent to take any action (including completion and presentation of any proxy) and to execute any instrument that is necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to (i) receive, endorse and collect all instruments made payable to such Pledgor representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though the Agent was the absolute owner thereof for all purposes, and to do, at Pledgor’s expense, at any time or from time to time, all acts and things necessary or that the Agent deems necessary to protect, preserve or realize upon the Pledged Collateral. Each Pledgor hereby ratifies and approves all acts of the Agent made or taken in accordance with the terms of this Section 8. Except as specifically set forth in Section 10 hereof or in the event of the gross negligence or willful misconduct of the Agent, neither the Agent nor any person designated by Agent shall be liable for any acts or omissions or

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for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations (other than unasserted contingent indemnity obligations) shall have been paid in full and the Noteholder Documents (as such term is defined in the Security Agreement) shall have been terminated.

          9. Agent May Perform. If any Pledgor fails to perform any agreement contained herein, the Agent may itself perform, or cause performance of, such agreement, and the expenses of the Agent incurred in connection therewith shall be a part of the Secured Obligations.

          10. Limitation on Duty of Agent with Respect to the Pledged Collateral.

(a) The powers conferred on the Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty on it to exercise any such powers. Beyond the exercise of reasonable care in the custody thereof, the Agent shall have no duty as to any Pledged Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Pledged Collateral. The Agent shall be deemed to have exercised reasonable care in the custody of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Pledged Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Agent in good faith.

(b) The Agent shall not be responsible for the existence, genuineness or value of any of the Pledged Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Pledged Collateral, whether impaired by operation of law or by reason of any of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Agent, for the validity or sufficiency of the Pledged Collateral or any agreement or assignment contained therein, for the validity of the title of the Pledgors to the Pledged Collateral, for insuring the Pledged Collateral or for the payment of taxes, charges, assessments or Liens upon the Pledged Collateral or otherwise as to the maintenance of the Pledged Collateral.

(c) Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, the Agent shall have no duty to act outside of the United States in respect of any Pledged Collateral located in the jurisdiction other than the United States.

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(d) The Pledgors agree to record and file, at their own expense, financing statements (and continuation statements when applicable) with respect to the Pledged Collateral now existing or hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and maintain perfected the security interests in the Collateral created hereunder and under the other Noteholder Documents, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Agent promptly thereafter. The Agent shall be under no obligation whatsoever to file such financing statements or continuation statements or to make any other filing under the UCC.

          11. Remedies upon Event of Default. If any Event of Default shall have occurred and be continuing:

(a)

The Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code (the “UCC”) in the State of New York, whether or not the UCC applies to the affected Pledged Collateral, and the Agent may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any office of the Agent or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as the Agent deems commercially reasonable. Each Pledgor acknowledges and agrees that such a private sale may result in prices and other terms which may be less favorable to the seller than if such sale were a public sale. Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. At any sale of the Pledged Collateral, if permitted by law, the Agent, on behalf of the Secured Parties, may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase of the Pledged Collateral or any portion thereof. The Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuing corporation of such securities to register such securities for public sale under the Securities Act of 1933, as from time to time amended (the “Securities Act”), or under applicable state securities laws, even if the issuing corporation would agree to do so. To the extent permitted by law, each Pledgor hereby specifically waives all rights of redemption, stay or appraisal which such Pledgor has or may have under any law now existing or hereafter enacted.

(b)

Except as expressly permitted in the Indenture and in this Agreement, all cash proceeds received by the Agent in accordance with the terms hereof in respect of

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any sale of, collection from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of the Agent, be held by the Agent as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Agent pursuant to the terms of the Indenture) in whole or in part by the Agent against all or any part of the Secured Obligations in accordance with the provisions of Section 13. Any surplus of such cash or cash proceeds held by the Agent and remaining after payment in full of all the Secured Obligations shall be paid over to the relevant Pledgor or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct; provided, that in the event that all of the conditions to the termination of this Agreement pursuant to Section 14 shall not have been fulfilled, such balance shall be held and applied from time to time as provided in this subsection 11(b) until all such conditions shall have been fulfilled.

(c)

Each Pledgor recognizes that the Agent may be unable to effect a public sale of all or part of the Pledged Collateral and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that the Agent has no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act.

          12. Remedies Cumulative. No failure on the part of the Agent to exercise, and no delay in exercising and no course of dealing with respect to, any power, privilege or right under the other Noteholder Documents or this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise by the Agent of any power, privilege or right under any of the other Noteholder Documents or this Agreement preclude any other or further exercise thereof or the exercise of any other such power, privilege or right. The powers, privileges and rights in this Agreement and the Noteholder Documents are cumulative and are not exclusive of any other remedies provided by law.

          13. Application of Proceeds. Upon the occurrence and during the continuance of an Event of Default, the proceeds of any sale of, or other realization upon, all or any part of the Pledged Collateral shall be applied in the manner set forth in the Indenture.

          14. Termination of Security Interests; Release of Collateral. Upon payment and performance in full of all Secured Obligations (other than unasserted contingent indemnity obligations) and termination of the Indenture in accordance with its terms, the security interests granted herein shall terminate and all rights to the Pledged Collateral shall revert to the Pledgors. Upon such termination of the security interests or release of the Pledged Collateral, the Agent will, at the expense of the Pledgors, and subject to Section 20 herein, promptly execute and deliver to each Pledgor such documents as such Pledgor shall reasonably request to evidence the

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termination of the security interests or the release of such Pledged Collateral which has not yet theretofore been sold or otherwise applied or released. Such release shall be without recourse or warranty to the Agent, except as to the absence of any prior assignments by the Agent of its interest in the Pledged Collateral.

          15. Amendments, Waivers and Consents. No amendment, modification, termination or waiver of any provision of this Agreement, or consent to any departure by any Pledgor therefrom, shall in any event be effective without the written concurrence of the Agent and such Pledgor.

          16. Perfection by Possession or Control. With respect to any provision in this Agreement which requires any Pledgor to deliver possession of any negotiable document, instrument, certificated securities, promissory notes or other Pledged Collateral requiring possession thereof in order to perfect the security interest of the Agent therein under the UCC, or which requires the Agent to have “control” (as defined in the UCC) of such Pledged Collateral, in order to perfect the security interest of the Agent therein, until the Discharge of the Bank Obligations (as defined in the Intercreditor Agreement) has occurred, no such delivery to the Agent shall be required to the extent such Pledged Collateral is delivered to the Bank Agent (as defined in the Intercreditor Agreement) in accordance with the Bank Documents (as defined in the Intercreditor Agreement), it being understood that the Bank Agent is acting as non-fiduciary agent for the benefit of the Agent solely for the purpose of perfecting the security interest in such Pledged Collateral pursuant to the terms of the Intercreditor Agreement.

          17. Notices. Any notice, approval, request, demand, consent or other communication hereunder, including any notice of default or notice of sale, shall be given to the relevant Pledgor or Agent at the applicable address set forth in the Security Agreement (or to such other address previously designated by written notice to the serving party) in accordance with the notice provision thereof.

          18. Continuing Security Interest; Successors and Assigns. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until payment and performance in full of all Secured Obligations (other than unasserted contingent indemnity obligations) and termination of the Indenture, (ii) be binding upon each Pledgor, its successors and assigns, and (iii) inure, together with the rights and remedies of the the Agent hereunder, to the benefit of the Agent and its successors and assigns. No Pledgor may assign or transfer any of its interests or obligations hereunder without the prior consent of the Agent.

          19. Waiver.

(a) In addition to any other waivers herein, each Pledgor waives to the greatest extent it may lawfully do so, and agrees that it shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by such Pledgor of its obligations under, or the enforcement by the Agent of, this Agreement. Each Pledgor hereby

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waives diligence, presentment and demand (whether for nonpayment or protest or of acceptance, maturity, extension of time, change in nature or form of the Secured Obligations, acceptance of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of the Secured Obligations, notice of adverse change in any Issuer’s or any other Person’s financial condition or any other fact which might materially increase the risk to such Pledgor) with respect to any of the Secured Obligations or all other demands whatsoever and, to the fullest extent permitted by law, waives the benefit of all provisions of law which are or might be in conflict with the terms of this Agreement.

(b)

If the Agent may, under applicable law, proceed to realize its benefits under any of the Noteholder Documents giving the Agent a Lien upon any Collateral, whether owned by any Issuer or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, the Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies of the Agent under this Agreement.

          20. Subrogation. Subject to, and solely effective following, the payment in full in cash of all Obligations (other than unasserted contingent indemnity obligations), each Pledgor shall be subrogated to the rights of the Secured Parties to receive payments and distributions of cash, property and securities applicable to such Obligations. For purposes of such subrogation, no payments or distributions to the Secured Parties of any cash, property or securities to which the Secured Parties would be entitled except for this provision, and no payments over pursuant to the provisions of this paragraph to the Secured Parties by any Pledgor shall, as among the Company, its respective creditors (other than holders of such Obligations) and each of the Pledgors be deemed to be a payment or distribution by the Company to or on account of such Obligations.

          21. Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any amount received by the Agent or any Secured Party in respect of the Secured Obligations is rescinded or must otherwise be restored or returned by the Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Pledgor or any Issuer or upon the appointment of any intervenor or conservator of, or trustee or similar official for, any Pledgor or any Issuer or any substantial part of its assets, or otherwise, all as though such payments had not been made.

          22. Severability. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.

          23. Interpretation. Time is of the essence of each provision of this Agreement of which time is an element. To the extent any term or provision of this Agreement conflicts with the provisions of the Indenture and is not dealt with more specifically herein, the Indenture shall control with respect to such term or provision.

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          24. Survival of Provisions. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the Indenture the issuance of Notes. Notwithstanding anything in this Agreement or implied by law to the contrary, the agreements, representations and warranties of each Pledgor set forth herein shall terminate only upon payment of the Secured Obligations and the termination of this Agreement in accordance with its terms.

          25. Statute of Limitations. Each Pledgor hereby waives the right to plead any statute of limitations as a defense to any indebtedness or obligation hereunder or secured hereby to the full extent permitted by law.

          26. Headings Descriptive. The headings in this Agreement are for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

          27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same agreement.

          28. GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

          29. WAIVER OF JURY TRIAL; JURISDICTION. EACH PLEDGOR HEREBY CONSENTS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, OR, AT THE AGENT’S OPTION, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT AND CONSENTS THAT ALL SERVICE OF PROCESS UPON SUCH PLEDGOR BE MADE BY REGISTERED MAIL OR MESSENGER DIRECTED TO SUCH PLEDGOR AT THE ADDRESS SET FORTH FOR SUCH PLEDGOR IN THE SECURITY AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH PLEDGOR AND THE AGENT HEREBY WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE AGENT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE AGENT TO BRING ANY ACTION OR PROCEEDING AGAINST ANY PLEDGOR OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

          30. Incorporation by Reference. In connection with its appointment and acting hereunder the Agent is entitled to all rights, privileges, immunities, protections, benefits and indemnities provided to it as Trustee under the Indenture.

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          31. Force Majeure. In no event shall the Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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          IN WITNESS WHEREOF, each of the undersigned Pledgors has caused this Pledge Agreement to be duly executed and delivered as of the day and year first above written.

NEENAH FOUNDRY COMPANY
ADVANCED CAST PRODUCTS, INC.
DALTON CORPORATION
MERCER FORGE CORPORATION,
each, as a Pledgor
Acting on behalf of each of the Pledgors
By:	/s/ Gary W. LaChey
Title: Corporate Vice President — Finance
and Chief Financial Officer

          By acceptance hereof as of this 29th day of December, 2006, the Agent agrees to be bound by the provisions hereof.

THE BANK OF NEW YORK TRUST COMPANY,
N.A., as Agent
By	/s/ Roxane Ellwanger
Title Assistant Vice President

EX-10.5

Exhibit 10.5

Execution Copy

COPYRIGHT, PATENT, TRADEMARK AND LICENSE MORTGAGE

     THIS COPYRIGHT, PATENT, TRADEMARK AND LICENSE MORTGAGE (this “Mortgage”) made as of this 29th day of December, 2006, by NEENAH FOUNDRY COMPANY, a Wisconsin corporation, (“Mortgagor”) in favor of THE BANK OF NEW YORK TRUST COMPANY, N.A. (“Mortgagee”), for the benefit of the Secured Parties (as defined below). Unless otherwise defined herein, capitalized terms used and not defined herein shall have the meanings given to such terms in the Security Agreement referred to below.

W I T N E S S E T H:

     WHEREAS, Mortgagor and Mortgagee are parties to an Indenture, dated as of December 29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of the 9¹/2% Senior Secured Notes due 2017 (“Notes”) of the Mortgagor, all as contemplated therein (with the holders from time to time of Notes being referred to herein as the “Noteholders” and, together with Mortgagee, as the “Secured Parties”);

     WHEREAS, Mortgagor, certain affiliates of Mortgagor, various financial institutions from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent, are party to and amended and restated loan and security agreement, dated as of December 29, 2006 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “ABL Agreement”);

     WHEREAS, Mortgagor, Mortgagee and the subsidiaries of Mortgagor named therein are parties to (i) a Security Agreement, dated as of December 29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) and (ii) other Noteholder Documents (collectively with the Indenture, the Notes and the Security Agreement, and as each is from time to time amended or otherwise modified, the “Financing Documents”);

     WHEREAS, pursuant to the terms of the Security Agreement, Mortgagor has granted to Mortgagee, for the benefit of the Secured Parties, a security interest in substantially all of Mortgagor’s assets, including, without limitation, the copyrights, copyright agreements, copyright applications, patents, patent applications, trademarks, trademark applications, trade names, service marks, service mark applications, goodwill and certain licenses of Mortgagor;

     NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, Mortgagor agrees as follows:

     1. Incorporation of Financing Documents. The Financing Documents and the terms and provisions thereof are hereby incorporated herein in their entirety by this reference.

     2. Mortgage of Copyrights, Patents, Trademarks and Licenses. To secure the complete and timely payment and satisfaction of all of the Obligations (as defined in the Security Agreement), Mortgagor hereby grants to Mortgagee for the benefit of the Secured Parties, a continuing security interest in all of its now existing and hereafter created or acquired:

     (i) copyrights, rights and interests in copyrights, works protectable by copyrights, copyright registrations and copyright applications, including, without limitation, the copyright registrations and applications listed on Exhibit A attached hereto and hereby made a part hereof, and all renewals, extensions and continuations of any of the foregoing, all income, royalties, damages and payments now and hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing (all of the foregoing are sometimes hereinafter individually and/or collectively referred to as the “Copyrights”);

     (ii) patents and patent applications, including, without limitation, the inventions and improvements described and claimed therein, all patentable inventions and those patents and patent applications listed on Exhibit B attached hereto and made a part hereof, and all reissues, divisions, continuations, renewals, extensions and continuations-in-part of any of the foregoing, and all income, royalties, damages and payments now and hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing (all of the foregoing are sometimes hereinafter individually and/or collectively referred to as the “Patents”);

     (iii) trademarks, trademark registrations, trademark applications, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, other business identifiers, prints and labels on which any of the foregoing have appeared or appear, all registrations and recordings thereof, and all applications in connection therewith (other than “intent to use” applications until a verified statement of use is filed with respect to such applications), including, without

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limitation, the trademarks, trade names, service marks, registrations and applications listed on Exhibit C attached hereto and hereby made a part hereof, and all renewals, extensions and continuations of any of the foregoing, and all income, royalties, damages and payments now and hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing (all of the foregoing are sometimes hereinafter individually and/or collectively referred to as the “Trademarks”, provided, however the term “Trademarks” shall not include any trademarks, trade names, business names or service marks incorporating the word “Peerless.”);

     (iv) all license agreements between Mortgagor and any other party with respect to any of the Copyrights or any of the Patents or any of the Trademarks or any other copyright, patent, trademark, service mark or any registration or application for registration or any other trade name or tradestyle, whether Mortgagor is a licensor or licensee under any such license agreement, including, without limitation, the licenses listed on Exhibit D attached hereto and hereby made a part hereof, other than license agreements which, according to their terms, may not be assigned without the prior consent of the other Person party thereto (unless such consent has been obtained) (all of the foregoing license agreements and Mortgagor’s rights thereunder are referred to collectively as the “Licenses”); and

     (v) all rights corresponding to any of the foregoing throughout the world and the goodwill of Mortgagor’s business connected with and symbolized by the Trademarks.

          Upon the occurrence and during the continuance of an Event of Default, Mortgagee, on behalf of the Secured Parties, shall have the power, to the extent permitted by law, to exercise the rights and remedies of a secured party provided under the Financing Documents, including without limitation the right to sell the Copyrights, Patents, Trademarks and Licenses.

     3. Warranties, Representations and Covenants. For purposes of this Agreement, (a) the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to as the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other

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Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that:

     (i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part;

     (ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable;

     (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sue third parties;

     (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any of the Material Copyrights, Material Patents or Material Trademarks;

     (v) Mortgagor has the unqualified right to execute and deliver this Mortgage and perform its terms;

     (vi) Mortgagor has no Material Licenses;

     (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage, including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and

     (viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material Copyright, Material Patent or Material Trademark.

     4. Restrictions on Future Agreements. Mortgagor agrees that until the Obligations (other than unasserted indemnity obligations) shall have been satisfied in full and the Financing Documents shall have been terminated (the “Financing

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Documents Termination”), Mortgagor shall not, without the prior written consent of Mortgagee, sell or assign its interest in, or grant any license under, any Material Copyright, Material Patent, Material Trademark or Material License, or enter into any other agreement with respect to any Material Copyright, Material Patent, Material Trademark or Material License which is inconsistent with the obligations under this Mortgage, except to the extent permitted under the terms of the Indenture. Mortgagor further agrees that it shall not take any action, or permit any action to be taken by others subject to its control, including licensees, or fail to take any action, which would adversely affect the validity or enforcement of the rights transferred to Mortgagee under this Mortgage.

     5. New Copyrights, Patents, Trademarks, and Licenses. Mortgagor represents and warrants that the Copyrights, Patents, Trademarks and Licenses listed on Exhibits A, B, and C, respectively, constitute all of the United States registered Copyrights, Patents and registered Trademarks now owned by Mortgagor and not abandoned. If, before the Financing Documents Termination, Mortgagor shall (i) become aware of any existing Copyrights, Patents, Trademarks or Licenses of which Mortgagor has not previously informed mortgagee; (ii) obtain rights to any new Copyrights, patentable inventions, Patents, Trademarks or Licenses, or (iii) become entitled to the benefit of any Copyrights, Patents, Trademarks or Licenses or any improvement on any Patent, the provisions of Section 2 above shall automatically apply thereto. Mortgagor hereby authorizes Mortgagee to modify this Mortgage by amending Exhibits A, B, C and D, as applicable, to include any such registered Copyrights, Patents, registered Trademarks and Material Licenses.

     6. Royalties; Term. The term of the security interests/mortgages granted herein shall extend until the earlier of (i) the expiration of each of the respective Copyrights, Patents, Trademarks and Licenses encumbered hereunder, and (ii) the Financing Documents Termination. Upon the occurrence of an Event of Default, Mortgagor agrees that the use by Mortgagee of all Copyrights, Patents, Trademarks and Licenses shall be worldwide and without any liability for royalties or other related charges from Mortgagee to Mortgagor.

     7. Release of Mortgage. This Mortgage is made for collateral purposes only. Upon Financing Documents Termination, Mortgagee shall take such actions as may be necessary or proper to terminate and release its security interest in the Copyrights, Patents, Trademarks, and Licenses created hereby and pursuant to the Financing Documents, subject to any disposition thereof which may have been made by Mortgagee pursuant hereto or pursuant thereto.

     8. Expenses. All reasonable expenses incurred in connection with the performance of any of the agreements set forth herein shall be borne by Mortgagor. All reasonable fees, costs and expenses, of whatever kind or nature, including reasonable attorneys’ fees and legal expenses, incurred by Mortgagee in connection with the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, maintenance

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fees, encumbrances or otherwise in protecting, maintaining or preserving the Copyrights, Patents, Trademarks and Licenses, or in defending or prosecuting any actions or proceedings arising out of or related to the Copyrights, Patents, Trademarks and Licenses, shall be borne by and paid by Mortgagor on written demand by Mortgagee and until so paid shall be added to the principal amount of the Obligations and shall bear interest at the then applicable rate as set forth in the Indenture.

     9. Duties of Mortgagor. Mortgagor shall have the duty, in each case as commercially reasonable (i) to file and prosecute diligently any copyright, patent, trademark or service mark applications material to Mortgagor’s business and pending as of the date hereof or thereafter until the Financing Documents Termination, (ii) to make application on uncopyrighted but copyrightable works, on unpatented but patentable inventions and on trademarks and service marks, as appropriate, material to Mortgagor’s business, (iii) to preserve and maintain all rights in the Material Copyrights, Material Patents, Material Trademarks and Material Licenses and (iv) to ensure that the Material Copyrights, Material Patents, Material Trademarks and Material Licenses are and remain enforceable (subject to any statutory expirations). Any expenses incurred in connection with Mortgagor’s obligations under this Section 9 shall be borne by Mortgagor. Mortgagor shall not abandon any right to file an application with respect to a copyright, patent, trademark or service mark that is material to Mortgagor’s business, or abandon any material Copyright, material Patent, material Trademark or material License, without the written consent of Mortgagee. If Mortgagor fails to comply with any of the foregoing duties, Mortgagee may perform said duties in Mortgagor’s name, to the extent permitted by law. Mortgagor agrees (i) to maintain the quality of any and all products in connection with which the Material Trademarks are used, consistent with the quality of said products as of the date hereof, except to the extent that the failure to perform any of the following would not reasonably be expected to have a Material Adverse Effect (as defined in the ABL Agreement as in effect on the date hereof), and (ii) to provide Mortgagee, upon Mortgagee’s request from time to time, with a certificate of an officer of Mortgagor certifying Mortgagor’s compliance with the foregoing. Upon the occurrence and during the continuation of an Event of Default, Mortgagor agrees that Mortgagee, or a conservator appointed by Mortgagee, shall have the right to establish such additional product quality controls as Mortgagee, or said conservator, in its sole judgment exercised in a commercially reasonable manner, may deem necessary to assure maintenance of the quality of products sold by Mortgagor under the Trademarks. Mortgagor shall promptly, upon demand, reimburse and indemnify Mortgagee for all reasonable costs and expenses of Mortgagee, including reasonable attorney’s fees and expenses so incurred by Mortgagee, in the exercise of its rights under this Section 9.

     10. Mortgagee’s Right to Sue. After the occurrence of an Event of Default, Mortgagee shall have the right, but shall in no way be obligated, to bring suit in its own name to enforce the Copyrights, Patents, Trademarks and Licenses,

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and, if Mortgagee shall commence any such suit, Mortgagor shall, at the request of Mortgagee, do any and all lawful acts and execute any and all proper documents required by Mortgagee in aid of such enforcement and Mortgagor shall promptly, upon demand, reimburse and indemnify Mortgagee for all reasonable costs and expenses incurred by Mortgagee, including reasonable attorneys’ fees and expenses so incurred by Mortgagee, in the exercise of its rights pursuant to this paragraph other than costs and expenses incurred by Mortgagee as a result of its gross negligence or willful misconduct.

     11. Waivers. No course of dealing among Mortgagor, Mortgagee and the other Secured Parties, nor any failure to exercise, nor any delay in exercising, on the part of Mortgagee or any other Secured Party, any right, power or privilege hereunder or under the Financing Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

     12. Severability. The provisions of this Mortgage are severable, and if any clause or provision shall be held invalid and unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Mortgage in any jurisdiction.

     13. Modification. This Mortgage cannot be altered, amended or modified in any way, except as specifically provided herein or by a writing signed by the parties hereto.

     14. Cumulative Remedies; Power of Attorney; Effect on Financing Documents. All of Mortgagee’s rights and remedies with respect to the Copyrights, Patents, Trademarks and Licenses, whether established hereby or by the Financing Documents, or by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently. Upon the occurrence and during the continuation of an Event of Default, Mortgagor hereby authorizes Mortgagee to make, constitute and appoint any officer or agent of Mortgagee as Mortgagee may select, in its sole discretion, as Mortgagor’s true and lawful attorney-in-fact, with power to (i) endorse Mortgagor’s name on all applications, documents, papers and instruments necessary or desirable for Mortgagee in the use of any or all of the Copyrights, Patents, Trademarks and Licenses, or (ii) take any other actions with respect to any or all of the Copyrights, Patents, Trademarks and Licenses as Mortgagee deems to be in its best interest, or (iii) grant or issue any exclusive or non-exclusive license under any or all of the Copyrights, Patents, Trademarks or Licenses to any Person, or (iv) assign, pledge, convey or otherwise transfer title in or dispose of any or all of the Copyrights, Patents, Trademarks or Licenses to any Person, or (v) take any other actions with respect to any or all of the Copyrights, Patents, Trademarks and Licenses as Mortgagee deems to be in its best interests.

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Mortgagor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney, being coupled with an interest, shall be irrevocable until the Financing Documents Termination. Mortgagor acknowledges and agrees that this Mortgage is not intended to limit or restrict in any way the rights and remedies of Mortgagee or any other Secured Party or their respective successors transferees and assigns under the Financing Documents but rather is intended to facilitate the exercise of such rights and remedies. Mortgagee and such other Secured Parties shall have, in addition to all other rights and remedies given it or them by the terms of this Mortgage and the Financing Documents, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code (or such other applicable law) as enacted in any jurisdiction in which the Copyrights, Patents, Trademarks or Licenses may be located.

     15. Binding Effect; Benefits. This Mortgage shall be binding upon Mortgagor and its respective successors and permitted assigns, and shall inure to the benefit of Mortgagee and the other Secured Parties, their successors, nominees and assigns.

     16. GOVERNING LAW. THIS MORTGAGE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     17. CONSENT TO FORUM AND WAIVERS. TO INDUCE MORTGAGEE AND THE OTHER SECURED PARTIES TO ENTER INTO THE INDENTURE AND TO PURCHASE THE NOTES, MORTGAGOR IRREVOCABLY AGREES THAT, SUBJECT TO MORTGAGEE’S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS IN ANY WAY, MANNER OR RESPECT ARISING OUT OF OR FROM OR RELATED TO THIS MORTGAGE OR ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, SHALL BE SUBJECT TO LITIGATION IN THE COURTS OF THE STATE OF NEW YORK, SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, OR, AT THE MORTGAGEE’S OPTION, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. MORTGAGOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY SUCH COURT. MORTGAGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT AGAINST MORTGAGOR BY MORTGAGEE IN ACCORDANCE WITH THIS SECTION. MORTGAGOR AND MORTGAGEE HEREBY WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY. MORTGAGOR FURTHER WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF MORTGAGEE.

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     18. Headings. Paragraph headings used herein are for convenience only and shall not modify the provisions which they precede.

     19. Further Assurances. Mortgagor agrees to execute and deliver such further agreements, instruments and documents, and to perform such further acts, as Mortgagee shall request from time to time in order to carry out the purpose of this Mortgage and agreements set forth herein.

     20. Survival of Representations. All representations and warranties of Mortgagor contained in this Mortgage shall survive the execution and delivery of this Mortgage and shall be remade on the date of each issuance of Notes pursuant to the Indenture.

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          IN WITNESS WHEREOF, Mortgagor has duly executed this Mortgage in favor of Mortgagee as of the date first written above.

NEENAH FOUNDRY COMPANY
By	/s/ Gary W. LaChey
Its Corporate Vice President - Finance
and Chief Financial Officer

AGREED AND ACCEPTED THIS
29th day of December, 2006.

THE BANK OF NEW YORK TRUST
COMPANY, N.A.,

By	/s/ Roxane Ellwanger
Its Assistant Vice President

EX-10.6

Exhibit 10.6

Execution Copy

COPYRIGHT, PATENT, TRADEMARK AND LICENSE MORTGAGE

     THIS COPYRIGHT, PATENT, TRADEMARK AND LICENSE MORTGAGE (this “Mortgage”) made as of this 29th day of December, 2006, by ADVANCED CAST PRODUCTS, INC., a Delaware corporation, (“Mortgagor”) in favor of THE BANK OF NEW YORK TRUST COMPANY, N.A. (“Mortgagee”), for the benefit of the Secured Parties (as defined below). Unless otherwise defined herein, capitalized terms used and not defined herein shall have the meanings given to such terms in the Security Agreement referred to below.

WITNESSETH:

     WHEREAS, Neenah Foundry Company (the “Issuer”) and the Mortgagee are parties to an Indenture, dated as of December 29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of the 9¹/2% Senior Secured Notes due 2017 (“Notes”) of the Issuer, all as contemplated therein (with the holders from time to time of Notes being referred to herein as the “Noteholders” and, together with Mortgagee, as the “Secured Parties”);

     WHEREAS, the Issuer, certain affiliates of the Issuer, various financial institutions from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent, are party to and amended and restated loan and security agreement, dated as of December 29, 2006 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “ABL Agreement”);

     WHEREAS, pursuant to the Note Guaranty (as defined in the Indenture), Mortgagor has jointly and severally guaranteed to the Secured Parties the payment when due of all the Obligations;

     WHEREAS, Mortgagor, Issuer, Mortgagee and the other the subsidiaries of the Issuer named therein are parties to (i) a Security Agreement, dated as of December 29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) and (ii) other Noteholder Documents (collectively with the Indenture, the Notes, the Note Guaranty and the Security Agreement, and as each is from time to time amended or otherwise modified, the “Financing Documents”);

     WHEREAS, pursuant to the terms of the Security Agreement, Mortgagor has granted to Mortgagee, for the benefit of the Secured Parties, a security interest in substantially all of Mortgagor’s assets, including, without limitation, the copyrights, copyright agreements, copyright applications, patents, patent

applications, trademarks, trademark applications, trade names, service marks, service mark applications, goodwill and certain licenses of Mortgagor;

     NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, Mortgagor agrees as follows:

     1. Incorporation of Financing Documents. The Financing Documents and the terms and provisions thereof are hereby incorporated herein in their entirety by this reference.

     2. Mortgage of Copyrights, Patents, Trademarks and Licenses. To secure the complete and timely payment and satisfaction of all of the Obligations (as defined in the Security Agreement), Mortgagor hereby grants to Mortgagee for the benefit of the Secured Parties, a continuing security interest in all of its now existing and hereafter created or acquired:

     (i) copyrights, rights and interests in copyrights, works protectable by copyrights, copyright registrations and copyright applications, including, without limitation, the copyright registrations and applications listed on Exhibit A attached hereto and hereby made a part hereof, and all renewals, extensions and continuations of any of the foregoing, all income, royalties, damages and payments now and hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing (all of the foregoing are sometimes hereinafter individually and/or collectively referred to as the “Copyrights”);

     (ii) patents and patent applications, including, without limitation, the inventions and improvements described and claimed therein, all patentable inventions and those patents and patent applications listed on Exhibit B attached hereto and made a part hereof, and all reissues, divisions, continuations, renewals, extensions and continuations-in-part of any of the foregoing, and all income, royalties, damages and payments now and hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing (all of the foregoing are sometimes hereinafter individually and/or collectively referred to as the “Patents”);

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     (iii) trademarks, trademark registrations, trademark applications, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, other business identifiers, prints and labels on which any of the foregoing have appeared or appear, all registrations and recordings thereof, and all applications in connection therewith (other than “intent to use” applications until a verified statement of use is filed with respect to such applications), including, without limitation, the trademarks, trade names, service marks, registrations and applications listed on Exhibit C attached hereto and hereby made a part hereof, and all renewals, extensions and continuations of any of the foregoing, and all income, royalties, damages and payments now and hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing (all of the foregoing are sometimes hereinafter individually and/or collectively referred to as the “Trademarks”, provided, however the term “Trademarks” shall not include any trademarks, trade names, business names or service marks incorporating the word “Peerless.”);

     (iv) all license agreements between Mortgagor and any other party with respect to any of the Copyrights or any of the Patents or any of the Trademarks or any other copyright, patent, trademark, service mark or any registration or application for registration or any other trade name or tradestyle, whether Mortgagor is a licensor or licensee under any such license agreement, including, without limitation, the licenses listed on Exhibit D attached hereto and hereby made a part hereof, other than license agreements which, according to their terms, may not be assigned without the prior consent of the other Person party thereto (unless such consent has been obtained) (all of the foregoing license agreements and Mortgagor’s rights thereunder are referred to collectively as the “Licenses”); and

     (v) all rights corresponding to any of the foregoing throughout the world and the goodwill of Mortgagor’s business connected with and symbolized by the Trademarks.

          Upon the occurrence and during the continuance of an Event of Default, Mortgagee, on behalf of the Secured Parties, shall have the power, to the extent permitted by law, to exercise the rights and remedies of a secured party

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provided under the Financing Documents, including without limitation the right to sell the Copyrights, Patents, Trademarks and Licenses.

     3. Warranties, Representations and Covenants. For purposes of this Agreement, (a) the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to as the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that:

     (i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part;

     (ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable;

     (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sue third parties;

     (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any of the Material Copyrights, Material Patents or Material Trademarks;

     (v) Mortgagor has the unqualified right to execute and deliver this Mortgage and perform its terms;

     (vi) Mortgagor has no Material Licenses;

     (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage,

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including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and

     (viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material Copyright, Material Patent or Material Trademark.

     4. Restrictions on Future Agreements. Mortgagor agrees that until the Obligations (other than unasserted indemnity obligations) shall have been satisfied in full and the Financing Documents shall have been terminated (the “Financing Documents Termination”), Mortgagor shall not, without the prior written consent of Mortgagee, sell or assign its interest in, or grant any license under, any Material Copyright, Material Patent, Material Trademark or Material License, or enter into any other agreement with respect to any Material Copyright, Material Patent, Material Trademark or Material License which is inconsistent with the obligations under this Mortgage, except to the extent permitted under the terms of the Indenture. Mortgagor further agrees that it shall not take any action, or permit any action to be taken by others subject to its control, including licensees, or fail to take any action, which would adversely affect the validity or enforcement of the rights transferred to Mortgagee under this Mortgage.

     5. New Copyrights, Patents, Trademarks, and Licenses. Mortgagor represents and warrants that the Copyrights, Patents, Trademarks and Licenses listed on Exhibits A, B, and C, respectively, constitute all of the United States registered Copyrights, Patents and registered Trademarks now owned by Mortgagor and not abandoned. If, before the Financing Documents Termination, Mortgagor shall (i) become aware of any existing Copyrights, Patents, Trademarks or Licenses of which Mortgagor has not previously informed mortgagee; (ii) obtain rights to any new Copyrights, patentable inventions, Patents, Trademarks or Licenses, or (iii) become entitled to the benefit of any Copyrights, Patents, Trademarks or Licenses or any improvement on any Patent, the provisions of Section 2 above shall automatically apply thereto. Mortgagor hereby authorizes Mortgagee to modify this Mortgage by amending Exhibits A, B, C and D, as applicable, to include any such registered Copyrights, Patents, registered Trademarks and Material Licenses.

     6. Royalties; Term. The term of the security interests/mortgages granted herein shall extend until the earlier of (i) the expiration of each of the respective Copyrights, Patents, Trademarks and Licenses encumbered hereunder, and (ii) the Financing Documents Termination. Upon the occurrence of an Event of Default, Mortgagor agrees that the use by Mortgagee of all Copyrights, Patents, Trademarks and Licenses shall be worldwide and without any liability for royalties or other related charges from Mortgagee to Mortgagor.

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     7. Release of Mortgage. This Mortgage is made for collateral purposes only. Upon Financing Documents Termination, Mortgagee shall take such actions as may be necessary or proper to terminate and release its security interest in the Copyrights, Patents, Trademarks, and Licenses created hereby and pursuant to the Financing Documents, subject to any disposition thereof which may have been made by Mortgagee pursuant hereto or pursuant thereto.

     8. Expenses. All reasonable expenses incurred in connection with the performance of any of the agreements set forth herein shall be borne by Mortgagor. All reasonable fees, costs and expenses, of whatever kind or nature, including reasonable attorneys’ fees and legal expenses, incurred by Mortgagee in connection with the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, maintenance fees, encumbrances or otherwise in protecting, maintaining or preserving the Copyrights, Patents, Trademarks and Licenses, or in defending or prosecuting any actions or proceedings arising out of or related to the Copyrights, Patents, Trademarks and Licenses, shall be borne by and paid by Mortgagor on written demand by Mortgagee and until so paid shall be added to the principal amount of the Obligations and shall bear interest at the then applicable rate as set forth in the Indenture.

     9. Duties of Mortgagor. Mortgagor shall have the duty, in each case as commercially reasonable (i) to file and prosecute diligently any copyright, patent, trademark or service mark applications material to Mortgagor’s business and pending as of the date hereof or thereafter until the Financing Documents Termination, (ii) to make application on uncopyrighted but copyrightable works, on unpatented but patentable inventions and on trademarks and service marks, as appropriate, material to Mortgagor’s business, (iii) to preserve and maintain all rights in the Material Copyrights, Material Patents, Material Trademarks and Material Licenses and (iv) to ensure that the Material Copyrights, Material Patents, Material Trademarks and Material Licenses are and remain enforceable (subject to any statutory expirations). Any expenses incurred in connection with Mortgagor’s obligations under this Section 9 shall be borne by Mortgagor. Mortgagor shall not abandon any right to file an application with respect to a copyright, patent, trademark or service mark that is material to Mortgagor’s business, or abandon any material Copyright, material Patent, material Trademark or material License, without the written consent of Mortgagee. If Mortgagor fails to comply with any of the foregoing duties, Mortgagee may perform said duties in Mortgagor’s name, to the extent permitted by law. Mortgagor agrees (i) to maintain the quality of any and all products in connection with which the Material Trademarks are used, consistent with the quality of said products as of the date hereof, except to the extent that the failure to perform any of the following would not reasonably be expected to have a Material Adverse Effect (as defined in the ABL Agreement as in effect on the date hereof), and (ii) to provide Mortgagee, upon Mortgagee’s request from time to time,

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with a certificate of an officer of Mortgagor certifying Mortgagor’s compliance with the foregoing. Upon the occurrence and during the continuation of an Event of Default, Mortgagor agrees that Mortgagee, or a conservator appointed by Mortgagee, shall have the right to establish such additional product quality controls as Mortgagee, or said conservator, in its sole judgment exercised in a commercially reasonable manner, may deem necessary to assure maintenance of the quality of products sold by Mortgagor under the Trademarks. Mortgagor shall promptly, upon demand, reimburse and indemnify Mortgagee for all reasonable costs and expenses of Mortgagee, including reasonable attorney’s fees and expenses so incurred by Mortgagee, in the exercise of its rights under this Section 9.

     10. Mortgagee’s Right to Sue. After the occurrence of an Event of Default, Mortgagee shall have the right, but shall in no way be obligated, to bring suit in its own name to enforce the Copyrights, Patents, Trademarks and Licenses, and, if Mortgagee shall commence any such suit, Mortgagor shall, at the request of Mortgagee, do any and all lawful acts and execute any and all proper documents required by Mortgagee in aid of such enforcement and Mortgagor shall promptly, upon demand, reimburse and indemnify Mortgagee for all reasonable costs and expenses incurred by Mortgagee, including reasonable attorneys’ fees and expenses so incurred by Mortgagee, in the exercise of its rights under this Section 10 other than costs and expenses incurred by Mortgagee as a result of its gross negligence or willful misconduct.

     11. Waivers. No course of dealing among Mortgagor, Mortgagee and the other Secured Parties, nor any failure to exercise, nor any delay in exercising, on the part of Mortgagee or any other Secured Party, any right, power or privilege hereunder or under the Financing Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

     12. Severability. The provisions of this Mortgage are severable, and if any clause or provision shall be held invalid and unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Mortgage in any jurisdiction.

     13. Modification. This Mortgage cannot be altered, amended or modified in any way, except as specifically provided herein or by a writing signed by the parties hereto.

     14. Cumulative Remedies; Power of Attorney; Effect on Financing Documents. All of Mortgagee’s rights and remedies with respect to the Copyrights, Patents, Trademarks and Licenses, whether established hereby or by the Financing

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Documents, or by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently. Upon the occurrence and during the continuation of an Event of Default, Mortgagor hereby authorizes Mortgagee to make, constitute and appoint any officer or agent of Mortgagee as Mortgagee may select, in its sole discretion, as Mortgagor’s true and lawful attorney-in-fact, with power to (i) endorse Mortgagor’s name on all applications, documents, papers and instruments necessary or desirable for Mortgagee in the use of any or all of the Copyrights, Patents, Trademarks and Licenses, or (ii) take any other actions with respect to any or all of the Copyrights, Patents, Trademarks and Licenses as Mortgagee deems to be in its best interest, or (iii) grant or issue any exclusive or non-exclusive license under any or all of the Copyrights, Patents, Trademarks or Licenses to any Person, or (iv) assign, pledge, convey or otherwise transfer title in or dispose of any or all of the Copyrights, Patents, Trademarks or Licenses to any Person, or (v) take any other actions with respect to any or all of the Copyrights, Patents, Trademarks and Licenses as Mortgagee deems to be in its best interests. Mortgagor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney, being coupled with an interest, shall be irrevocable until the Financing Documents Termination. Mortgagor acknowledges and agrees that this Mortgage is not intended to limit or restrict in any way the rights and remedies of Mortgagee or any other Secured Party or their respective successors transferees and assigns under the Financing Documents but rather is intended to facilitate the exercise of such rights and remedies. Mortgagee and such other Secured Parties shall have, in addition to all other rights and remedies given it or them by the terms of this Mortgage and the Financing Documents, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code (or such other applicable law) as enacted in any jurisdiction in which the Copyrights, Patents, Trademarks or Licenses may be located.

     15. Binding Effect; Benefits. This Mortgage shall be binding upon Mortgagor and its respective successors and permitted assigns, and shall inure to the benefit of Mortgagee and the other Secured Parties, their successors, nominees and assigns.

     16. GOVERNING LAW. THIS MORTGAGE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     17. CONSENT TO FORUM AND WAIVERS. TO INDUCE MORTGAGEE AND THE OTHER SECURED PARTIES TO ENTER INTO THE INDENTURE AND TO PURCHASE THE NOTES, MORTGAGOR IRREVOCABLY AGREES THAT, SUBJECT TO MORTGAGEE’S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS IN ANY WAY, MANNER OR RESPECT ARISING OUT OF OR FROM OR RELATED TO THIS MORTGAGE OR ANY DOCUMENTS EXECUTED IN

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CONNECTION HEREWITH, SHALL BE SUBJECT TO LITIGATION IN THE COURTS OF THE STATE OF NEW YORK, SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, OR, AT THE MORTGAGEE’S OPTION, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. MORTGAGOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY SUCH COURT. MORTGAGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT AGAINST MORTGAGOR BY MORTGAGEE IN ACCORDANCE WITH THIS SECTION. MORTGAGOR AND MORTGAGEE HEREBY WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY. MORTGAGOR FURTHER WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF MORTGAGEE.

     18. Headings. Paragraph headings used herein are for convenience only and shall not modify the provisions which they precede.

     19. Further Assurances. Mortgagor agrees to execute and deliver such further agreements, instruments and documents, and to perform such further acts, as Mortgagee shall request from time to time in order to carry out the purpose of this Mortgage and agreements set forth herein.

     20. Survival of Representations. All representations and warranties of Mortgagor contained in this Mortgage shall survive the execution and delivery of this Mortgage and shall be remade on the date of each issuance of Notes pursuant to the Indenture.

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     IN WITNESS WHEREOF, Mortgagor has duly executed this Mortgage in favor of Mortgagee as of the date first written above.

ADVANCED CAST PRODUCTS, INC.
By Its	/s/ Gary W. LaChey Corporate Vice President — Finance and Chief Financial Officer

AGREED AND ACCEPTED THIS 29th day of December, 2006.
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
By Its	/s/ Roxane Ellwanger Assistant Vice President

EX-10.7

Exhibit 10.7

Execution Copy

COPYRIGHT, PATENT, TRADEMARK AND LICENSE MORTGAGE

     THIS COPYRIGHT, PATENT, TRADEMARK AND LICENSE MORTGAGE (this “Mortgage”) made as of this 29th day of December, 2006, by PEERLESS CORPORATION, an Ohio corporation, (“Mortgagor”) in favor of THE BANK OF NEW YORK TRUST COMPANY, N.A. (“Mortgagee”), for the benefit of the Secured Parties (as defined below). Unless otherwise defined herein, capitalized terms used and not defined herein shall have the meanings given to such terms in the Security Agreement referred to below.

W I T N E S S E T H:

     WHEREAS, Neenah Foundry Company (the “Issuer”) and the Mortgagee are parties to an Indenture, dated as of December 29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of the 9¹/2% Senior Secured Notes due 2017 (“Notes”) of the Issuer, all as contemplated therein (with the holders from time to time of Notes being referred to herein as the “Noteholders” and, together with Mortgagee, as the “Secured Parties”);

     WHEREAS, the Issuer, certain affiliates of the Issuer, various financial institutions from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent, are party to and amended and restated loan and security agreement, dated as of December 29, 2006 (as so amended and restated and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “ABL Agreement”);

     WHEREAS, pursuant to the Note Guaranty (as defined in the Indenture), Mortgagor has jointly and severally guaranteed to the Secured Parties the payment when due of all the Obligations;

     WHEREAS, Mortgagor, Issuer, Mortgagee and the other the subsidiaries of the Issuer named therein are parties to (i) a Security Agreement, dated as of December 29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) and (ii) other Noteholder Documents (collectively with the Indenture, the Notes, the Note Guaranty and the Security Agreement, and as each is from time to time amended or otherwise modified, the “Financing Documents”);

     WHEREAS, pursuant to the terms of the Security Agreement, Mortgagor has granted to Mortgagee, for the benefit of the Secured Parties, a security interest in substantially all of Mortgagor’s assets, including, without limitation, the copyrights, copyright agreements, copyright applications, patents, patent

applications, trademarks, trademark applications, trade names, service marks, service mark applications, goodwill and certain licenses of Mortgagor;

     NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, Mortgagor agrees as follows:

     1. Incorporation of Financing Documents. The Financing Documents and the terms and provisions thereof are hereby incorporated herein in their entirety by this reference.

     2. Mortgage of Copyrights, Patents, Trademarks and Licenses. To secure the complete and timely payment and satisfaction of all of the Obligations (as defined in the Security Agreement), Mortgagor hereby grants to Mortgagee for the benefit of the Secured Parties, a continuing security interest in all of its now existing and hereafter created or acquired:

     (i) copyrights, rights and interests in copyrights, works protectable by copyrights, copyright registrations and copyright applications, including, without limitation, the copyright registrations and applications listed on Exhibit A attached hereto and hereby made a part hereof, and all renewals, extensions and continuations of any of the foregoing, all income, royalties, damages and payments now and hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing (all of the foregoing are sometimes hereinafter individually and/or collectively referred to as the “Copyrights”);

     (ii) patents and patent applications, including, without limitation, the inventions and improvements described and claimed therein, all patentable inventions and those patents and patent applications listed on Exhibit B attached hereto and made a part hereof, and all reissues, divisions, continuations, renewals, extensions and continuations-in-part of any of the foregoing, and all income, royalties, damages and payments now and hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing (all of the foregoing are sometimes hereinafter individually and/or collectively referred to as the “Patents”);

     (iii) trademarks, trademark registrations, trademark applications, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, other business identifiers, prints and labels on which any of the foregoing have appeared or appear, all registrations and recordings thereof, and all applications in connection therewith (other than “intent to use” applications until a verified statement of use is filed with respect to such applications), including, without limitation, the trademarks, trade names, service marks, registrations and applications listed on Exhibit C attached hereto and hereby made a part hereof, and all renewals, extensions and continuations of any of the foregoing, and all income, royalties, damages and payments now and hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present or future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing (all of the foregoing are sometimes hereinafter individually and/or collectively referred to as the “Trademarks”, provided, however the term “Trademarks” shall not include any trademarks, trade names, business names or service marks incorporating the word “Peerless.”);

     (iv) all license agreements between Mortgagor and any other party with respect to any of the Copyrights or any of the Patents or any of the Trademarks or any other copyright, patent, trademark, service mark or any registration or application for registration or any other trade name or tradestyle, whether Mortgagor is a licensor or licensee under any such license agreement, including, without limitation, the licenses listed on Exhibit D attached hereto and hereby made a part hereof, other than license agreements which, according to their terms, may not be assigned without the prior consent of the other Person party thereto (unless such consent has been obtained) (all of the foregoing license agreements and Mortgagor’s rights thereunder are referred to collectively as the “Licenses”); and

     (v) all rights corresponding to any of the foregoing throughout the world and the goodwill of Mortgagor’s business connected with and symbolized by the Trademarks.

          Upon the occurrence and during the continuance of an Event of Default, Mortgagee, on behalf of the Secured Parties, shall have the power, to the extent permitted by law, to exercise the rights and remedies of a secured party

provided under the Financing Documents, including without limitation the right to sell the Copyrights, Patents, Trademarks and Licenses.

     3. Warranties, Representations and Covenants. For purposes of this Agreement, (a) the Copyrights listed on Exhibit A hereto, any other registered Copyrights and any other Copyrights material to Mortgagor’s business are collectively referred to as the “Material Copyrights”, (b) the Patents listed on Exhibit B hereto, any other registered Patents and any other Patents material to Mortgagor’s business are collectively referred to as the “Material Patents”, (c) the Trademarks listed on Exhibit C hereto, any other registered Trademarks and any other Trademarks material to Mortgagor’s business are collectively referred to as the “Material Trademarks”) and (d) any Licenses added to Exhibit D hereto pursuant to Section 5, below, and any other Licenses material to Mortgagor’s business are collectively referred to as the “Material Licenses”. Mortgagor warrants and represents to Mortgagee that:

     (i) No Material Copyright, Material Patent or Material Trademark has been adjudged invalid or unenforceable or, has been cancelled, in whole or in part;

     (ii) Each Material Copyright, Material Patent and Material Trademark is valid and enforceable;

     (iii) Mortgagor is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each Material Copyright, Material Patent and Material Trademark free and clear of any liens, charges and encumbrances, including, without limitation, licenses, shoprights and covenants by Mortgagor not to sue third parties;

     (iv) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any of the Material Copyrights, Material Patents or Material Trademarks;

     (v) Mortgagor has the unqualified right to execute and deliver this Mortgage and perform its terms;

     (vi) Mortgagor has no Material Licenses;

     (vii) Mortgagor has no notice of any infringement or unauthorized use presently being made of any of the Material Copyrights, Material Patents or Material Trademarks which would reasonably be expected to materially adversely affect the fair market value of the Material Copyrights, Material Patents or Material Trademarks or the benefits to Mortgagee of this Mortgage,

including, without limitation, the priority or perfection of the security interest granted herein or the remedies of Mortgagee hereunder; and

     (viii) Mortgagor has no notice of any suits or actions commenced or threatened in writing with respect to any Material Copyright, Material Patent or Material Trademark.

     4. Restrictions on Future Agreements. Mortgagor agrees that until the Obligations (other than unasserted indemnity obligations) shall have been satisfied in full and the Financing Documents shall have been terminated (the “Financing Documents Termination”), Mortgagor shall not, without the prior written consent of Mortgagee, sell or assign its interest in, or grant any license under, any Material Copyright, Material Patent, Material Trademark or Material License, or enter into any other agreement with respect to any Material Copyright, Material Patent, Material Trademark or Material License which is inconsistent with the obligations under this Mortgage, except to the extent permitted under the terms of the Indenture. Mortgagor further agrees that it shall not take any action, or permit any action to be taken by others subject to its control, including licensees, or fail to take any action, which would adversely affect the validity or enforcement of the rights transferred to Mortgagee under this Mortgage.

     5. New Copyrights, Patents, Trademarks, and Licenses. Mortgagor represents and warrants that the Copyrights, Patents, Trademarks and Licenses listed on Exhibits A, B, and C, respectively, constitute all of the United States registered Copyrights, Patents and registered Trademarks now owned by Mortgagor and not abandoned. If, before the Financing Documents Termination, Mortgagor shall (i) become aware of any existing Copyrights, Patents, Trademarks or Licenses of which Mortgagor has not previously informed mortgagee; (ii) obtain rights to any new Copyrights, patentable inventions, Patents, Trademarks or Licenses, or (iii) become entitled to the benefit of any Copyrights, Patents, Trademarks or Licenses or any improvement on any Patent, the provisions of Section 2 above shall automatically apply thereto. Mortgagor hereby authorizes Mortgagee to modify this Mortgage by amending Exhibits A, B, C and D, as applicable, to include any such registered Copyrights, Patents, registered Trademarks and Material Licenses.

     6. Royalties; Term. The term of the security interests/mortgages granted herein shall extend until the earlier of (i) the expiration of each of the respective Copyrights, Patents, Trademarks and Licenses encumbered hereunder, and (ii) the Financing Documents Termination. Upon the occurrence of an Event of Default, Mortgagor agrees that the use by Mortgagee of all Copyrights, Patents, Trademarks and Licenses shall be worldwide and without any liability for royalties or other related charges from Mortgagee to Mortgagor.

     7. Release of Mortgage. This Mortgage is made for collateral purposes only. Upon Financing Documents Termination, Mortgagee shall take such actions as may be necessary or proper to terminate and release its security interest in the Copyrights, Patents, Trademarks, and Licenses created hereby and pursuant to the Financing Documents, subject to any disposition thereof which may have been made by Mortgagee pursuant hereto or pursuant thereto.

     8. Expenses. All reasonable expenses incurred in connection with the performance of any of the agreements set forth herein shall be borne by Mortgagor. All reasonable fees, costs and expenses, of whatever kind or nature, including reasonable attorneys’ fees and legal expenses, incurred by Mortgagee in connection with the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, maintenance fees, encumbrances or otherwise in protecting, maintaining or preserving the Copyrights, Patents, Trademarks and Licenses, or in defending or prosecuting any actions or proceedings arising out of or related to the Copyrights, Patents, Trademarks and Licenses, shall be borne by and paid by Mortgagor on written demand by Mortgagee and until so paid shall be added to the principal amount of the Obligations and shall bear interest at the then applicable rate as set forth in the Indenture.

     9. Duties of Mortgagor. Mortgagor shall have the duty, in each case as commercially reasonable (i) to file and prosecute diligently any copyright, patent, trademark or service mark applications material to Mortgagor’s business and pending as of the date hereof or thereafter until the Financing Documents Termination, (ii) to make application on uncopyrighted but copyrightable works, on unpatented but patentable inventions and on trademarks and service marks, as appropriate, material to Mortgagor’s business, (iii) to preserve and maintain all rights in the Material Copyrights, Material Patents, Material Trademarks and Material Licenses and (iv) to ensure that the Material Copyrights, Material Patents, Material Trademarks and Material Licenses are and remain enforceable (subject to any statutory expirations). Any expenses incurred in connection with Mortgagor’s obligations under this Section 9 shall be borne by Mortgagor. Mortgagor shall not abandon any right to file an application with respect to a copyright, patent, trademark or service mark that is material to Mortgagor’s business, or abandon any material Copyright, material Patent, material Trademark or material License, without the written consent of Mortgagee. If Mortgagor fails to comply with any of the foregoing duties, Mortgagee may perform said duties in Mortgagor’s name, to the extent permitted by law. Mortgagor agrees (i) to maintain the quality of any and all products in connection with which the Material Trademarks are used, consistent with the quality of said products as of the date hereof, except to the extent that the failure to perform any of the following would not reasonably be expected to have a Material Adverse Effect (as defined in the ABL Agreement as in effect on the date hereof), and (ii) to provide Mortgagee,

upon Mortgagee’s request from time to time, with a certificate of an officer of Mortgagor certifying Mortgagor’s compliance with the foregoing. Upon the occurrence and during the continuation of an Event of Default, Mortgagor agrees that Mortgagee, or a conservator appointed by Mortgagee, shall have the right to establish such additional product quality controls as Mortgagee, or said conservator, in its sole judgment exercised in a commercially reasonable manner, may deem necessary to assure maintenance of the quality of products sold by Mortgagor under the Trademarks. Mortgagor shall promptly, upon demand, reimburse and indemnify Mortgagee for all reasonable costs and expenses of Mortgagee, including reasonable attorney’s fees and expenses so incurred by Mortgagee, in the exercise of its rights under this Section 9.

     10. Mortgagee’s Right to Sue. After the occurrence of an Event of Default, Mortgagee shall have the right, but shall in no way be obligated, to bring suit in its own name to enforce the Copyrights, Patents, Trademarks and Licenses, and, if Mortgagee shall commence any such suit, Mortgagor shall, at the request of Mortgagee, do any and all lawful acts and execute any and all proper documents required by Mortgagee in aid of such enforcement and Mortgagor shall promptly, upon demand, reimburse and indemnify Mortgagee for all reasonable costs and expenses incurred by Mortgagee, including reasonable attorneys’ fees and expenses so incurred by Mortgagee, in the exercise of its rights under this Section 10 other than costs and expenses incurred by Mortgagee as a result of its gross negligence or willful misconduct.

     11. Waivers. No course of dealing among Mortgagor, Mortgagee and the other Secured Parties, nor any failure to exercise, nor any delay in exercising, on the part of Mortgagee or any other Secured Party, any right, power or privilege hereunder or under the Financing Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

     12. Severability. The provisions of this Mortgage are severable, and if any clause or provision shall be held invalid and unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Mortgage in any jurisdiction.

     13. Modification. This Mortgage cannot be altered, amended or modified in any way, except as specifically provided herein or by a writing signed by the parties hereto.

     14. Cumulative Remedies; Power of Attorney; Effect on Financing Documents. All of Mortgagee’s rights and remedies with respect to the

Copyrights, Patents, Trademarks and Licenses, whether established hereby or by the Financing Documents, or by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently. Upon the occurrence and during the continuation of an Event of Default, Mortgagor hereby authorizes Mortgagee to make, constitute and appoint any officer or agent of Mortgagee as Mortgagee may select, in its sole discretion, as Mortgagor’s true and lawful attorney-in-fact, with power to (i) endorse Mortgagor’s name on all applications, documents, papers and instruments necessary or desirable for Mortgagee in the use of any or all of the Copyrights, Patents, Trademarks and Licenses, or (ii) take any other actions with respect to any or all of the Copyrights, Patents, Trademarks and Licenses as Mortgagee deems to be in its best interest, or (iii) grant or issue any exclusive or non-exclusive license under any or all of the Copyrights, Patents, Trademarks or Licenses to any Person, or (iv) assign, pledge, convey or otherwise transfer title in or dispose of any or all of the Copyrights, Patents, Trademarks or Licenses to any Person, or (v) take any other actions with respect to any or all of the Copyrights, Patents, Trademarks and Licenses as Mortgagee deems to be in its best interests. Mortgagor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney, being coupled with an interest, shall be irrevocable until the Financing Documents Termination. Mortgagor acknowledges and agrees that this Mortgage is not intended to limit or restrict in any way the rights and remedies of Mortgagee or any other Secured Party or their respective successors transferees and assigns under the Financing Documents but rather is intended to facilitate the exercise of such rights and remedies. Mortgagee and such other Secured Parties shall have, in addition to all other rights and remedies given it or them by the terms of this Mortgage and the Financing Documents, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code (or such other applicable law) as enacted in any jurisdiction in which the Copyrights, Patents, Trademarks or Licenses may be located.

     15. Binding Effect; Benefits. This Mortgage shall be binding upon Mortgagor and its respective successors and permitted assigns, and shall inure to the benefit of Mortgagee and the other Secured Parties, their successors, nominees and assigns.

     16. GOVERNING LAW. THIS MORTGAGE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     17. CONSENT TO FORUM AND WAIVERS. TO INDUCE MORTGAGEE AND THE OTHER SECURED PARTIES TO ENTER INTO THE INDENTURE AND TO PURCHASE THE NOTES, MORTGAGOR IRREVOCABLY AGREES THAT, SUBJECT TO MORTGAGEE’S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS IN ANY WAY, MANNER OR RESPECT ARISING OUT OF

OR FROM OR RELATED TO THIS MORTGAGE OR ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, SHALL BE SUBJECT TO LITIGATION IN THE COURTS OF THE STATE OF NEW YORK, SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, OR, AT THE MORTGAGEE’S OPTION, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. MORTGAGOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY SUCH COURT. MORTGAGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT AGAINST MORTGAGOR BY MORTGAGEE IN ACCORDANCE WITH THIS SECTION. MORTGAGOR AND MORTGAGEE HEREBY WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY. MORTGAGOR FURTHER WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF MORTGAGEE.

     18. Headings. Paragraph headings used herein are for convenience only and shall not modify the provisions which they precede.

     19. Further Assurances. Mortgagor agrees to execute and deliver such further agreements, instruments and documents, and to perform such further acts, as Mortgagee shall request from time to time in order to carry out the purpose of this Mortgage and agreements set forth herein.

     20. Survival of Representations. All representations and warranties of Mortgagor contained in this Mortgage shall survive the execution and delivery of this Mortgage and shall be remade on the date of each issuance of Notes pursuant to the Indenture.

          IN WITNESS WHEREOF, Mortgagor has duly executed this Mortgage in favor of Mortgagee as of the date first written above.

PEERLESS CORPORATION
By	/s/ Gary W. LaChey
Its Corporate Vice President — Finance       and Chief Financial Officer

AGREED AND ACCEPTED THIS
29th day of December, 2006.

THE BANK OF NEW YORK TRUST
COMPANY, N.A.,

By	/s/ Roxane Ellwanger
Its Assistant Vice President

EX-10.8

Exhibit 10.8

AMENDMENT TO

LIEN SUBORDINATION AGREEMENT

DATED OCTOBER 8, 2003

AMENDMENT NO. 1 TO LIEN SUBORDINATION AGREEMENT

     AMENDMENT dated as of December 29, 2006 to the Lien Subordination Agreement dated as of October 8, 2003 (the “Agreement”) among the Companies named therein (the “Companies” and each a “Company”), Bank of America, N.A. (as successor to Fleet Capital Corporation), as Agent for the Senior Lenders referred to therein and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein.

W I T N E S S E T H:

     WHEREAS, the Companies are amending the Indenture referred to in the Agreement to permit additional Future Priority Debt to be incurred, which Debt will be secured by Liens on the Collateral that will be entitled to the benefits of the lien subordination evidenced by the Agreement;

     NOW, THEREFORE, the parties hereto agree as follows:

     Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Agreement has the meaning assigned to such term in the Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Agreement shall, after this Amendment becomes effective, refer to the Agreement as amended hereby.

     Section 2. Amendments to Certain Definitions. The definitions set forth below shall replace the definitions of such terms contained in the Agreement prior to the date of this amendment.

     “Agent” shall mean (x) Bank of America, N.A., as agent for the Senior Lenders under the Fleet Loan Documents and, after the consummation of any refinancing under the Fleet Loan Documents, the Refinancing Senior Loan Documents; and (y) each other agent, trustee or representative appointed by the holders of the Senior Debt under the applicable Senior Loan Documents and this Agreement.

     “Senior Debt” shall mean all obligations, liabilities and indebtedness of every nature of any Company from time to time owed to Agent or any Senior Lender under the Senior Loan Documents, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and from time to time hereafter owing, due or payable, whether before or after the filing of a Proceeding under the Bankruptcy Code, together with any interest accruing thereon after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim, and together with any “Product Obligations” under and as defined in the Senior Loan Agreement. It is expressly acknowledged by the Trustee that there is no limit to the amount of Senior Debt that may be outstanding from time to time.

     “Senior Loan Documents” shall mean (x) the Fleet Loan Documents and, after the consummation of any refinancing of the Senior Debt under the Fleet Loan Documents, the Refinancing Senior Loan Documents and (y) any financing documentation pursuant to which Future Priority Debt (as defined in the Indenture) is issued, as such financing documentation may be amended, supplemented or otherwise modified from time to time in compliance with this Agreement. The Agent on behalf of any Future Priority Debt that is issued shall notify the Companies and the Agent(s) party hereto from time to time when such Debt is issued; upon receipt of such notification, such Future Priority Debt will be entitled to the rights of Senior Debt hereunder.

     Section 3. References to Section 4.11(viii) of the Indenture. Each party hereto, including the Agent, hereby agrees that the Indenture has been modified such that Section 4.11(viii) imposes no limits on the amount of Senior Debt or any refinancing thereof, and that such modification has been made with the approval of the Agent.

     Section 4. Representations and Warranties. Each Company represents and warrants that the representations and warranties of the Companies set forth in Section 5 of the Agreement are true and correct on the date hereof.

     Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois.

     Section 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

     Section 7. Effectiveness. This Amendment shall become effective at the time that Neenah Foundry Company accepts for purchase a majority in principal amount of its outstanding 11% Senior Secured Notes due 2010 issued under the Indenture.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

TRUSTEE:
THE BANK OF NEW YORK TRUST COMPANY, N.A., on behalf of Noteholders
By:	/s/ Roxane Ellwanger
	Name: Roxane Ellwanger
	Title: Assistant Vice President

COMPANIES:
NFC CASTINGS, INC.
By:	/s/ Gary W. LaChey
	Name:	Gary W. LaChey
	Title:	Corporate Vice President - Finance and Chief Financial Officer
NEENAH FOUNDRY COMPANY
By:	/s/ Gary W. LaChey
	Name:	Gary W. LaChey
	Title:	Corporate Vice President - Finance and Chief Financial Officer

DEETER FOUNDRY, INC.

MERCER FORGE CORPORATION

DALTON CORPORATION

ADVANCED CAST PRODUCTS, INC.

GREGG INDUSTRIES, INC.

CAST ALLOYS, INC.

NEENAH TRANSPORT, INC.

A & M SPECIALTIES, INC.

BELCHER CORPORATION

PEERLESS CORPORATION

DALTON CORPORATION, WARSAW MANUFACTURING FACILITY

DALTON CORPORATION, ASHLAND MANUFACTURING FACILITY

DALTON CORPORATION, KENDALLVILLE MANUFACTURING FACILITY

DALTON CORPORATION, STRYKER MACHINING FACILITY CO.

By:	/s/ Gary W. LaChey
	Name:	Gary W. LaChey
	Title:	Corporate Vice President - Finance and Chief Financial Officer
AGENT:
BANK OF AMERICA, N.A. (successor to Fleet Capital Corporation), as Agent for the Senior Lenders
By:	/s/ Brian J. Wright
	Name: Brian J. Wright
	Title: Senior Vice President

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EX-10.9

Exhibit 10.9

AMENDMENT TO
SUBORDINATED PLEDGE AGREEMENT
DATED OCTOBER 8, 2003

AMENDMENT NO. 1 TO SUBORDINATED PLEDGE AGREEMENT

     AMENDMENT dated as of December 29, 2006 to the Subordinated Pledge Agreement made and entered into as of October 8, 2003 (the “Agreement”) by Neenah Foundry Company (the “Pledgor”) in favor of The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein.

W I T N E S S E T H:

     WHEREAS, the parties hereto are amending the Indenture referred to in the Agreement to permit additional Future Priority Debt (as defined therein) to be incurred, which Future Priority Debt will be secured by Liens on the Pledged Collateral;

     NOW, THEREFORE, the parties hereto agree as follows:

     Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Agreement has the meaning assigned to such term in the Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Agreement shall, after this Amendment becomes effective, refer to the Agreement as amended hereby.

     Section 2. Amendment of Section 7(a). Section 7(a) of the Agreement is hereby amended and restated in its entirety as follows:

     “Other than for Priority Liens and Priority Lien Documents and except as is not prohibited by the Indenture, Pledgor agrees that Pledgor will not (i) encumber, sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or (ii) enter into any other contractual obligations which could reasonably be expected to restrict or inhibit the right or ability of the Trustee to sell or otherwise dispose of the Pledged Collateral or any part thereof after the occurrence and during the continuance of an Event of Default.”

     Section 3. Representations and Warranties. The Pledgor represents and warrants that the representations and warranties of the Pledgor set forth in Section 4 of the Agreement are true and correct on the date hereof.

     Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

     Section 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

     Section 6. Effectiveness. This Amendment shall become effective at the time that Neenah Foundry Company accepts for purchase a majority in principal amount of its outstanding 11% Senior Secured Notes due 2010 issued under the Indenture.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

NEENAH FOUNDRY COMPANY
By:	/s/ Gary W. LaChey
	Name:	Gary W. LaChey
	Title:	Corporate Vice President - Finance and Chief Financial Officer
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:	/s/ Roxane Ellwanger
	Name: Roxane Ellwanger
	Title: Assistant Vice President

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EX-10.10

Exhibit 10.10

AMENDMENT TO
SUBORDINATED PLEDGE AGREEMENT
DATED OCTOBER 8, 2003

AMENDMENT NO. 1 TO SUBORDINATED PLEDGE AGREEMENT

     AMENDMENT dated as of December 29, 2006 to the Subordinated Pledge Agreement made and entered into as of October 8, 2003 (the “Agreement”) by Advanced Cast Products, Inc. (the “Pledgor”) in favor of The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein.

W I T N E S S E T H:

     WHEREAS, the parties hereto are amending the Indenture referred to in the Agreement to permit additional Future Priority Debt (as defined therein) to be incurred, which Future Priority Debt will be secured by Liens on the Pledged Collateral;

     NOW, THEREFORE, the parties hereto agree as follows:

     Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Agreement has the meaning assigned to such term in the Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Agreement shall, after this Amendment becomes effective, refer to the Agreement as amended hereby.

     Section 2. Amendment of Section 7(a). Section 7(a) of the Agreement is hereby amended and restated in its entirety as follows:

     “Other than for Priority Liens and Priority Lien Documents and except as is not prohibited by the Indenture, Pledgor agrees that Pledgor will not (i) encumber, sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or (ii) enter into any other contractual obligations which could reasonably be expected to restrict or inhibit the right or ability of the Trustee to sell or otherwise dispose of the Pledged Collateral or any part thereof after the occurrence and during the continuance of an Event of Default.”

     Section 3. Representations and Warranties. The Pledgor represents and warrants that the representations and warranties of the Pledgor set forth in Section 4 of the Agreement are true and correct on the date hereof.

     Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

     Section 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

     Section 6. Effectiveness. This Amendment shall become effective at the time that Neenah Foundry Company accepts for purchase a majority in principal amount of its outstanding 11% Senior Secured Notes due 2010 issued under the Indenture.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

ADVANCED CAST PRODUCTS, INC.
By:	/s/ Gary W. LaChey
	Name:	Gary W. LaChey
	Title:	Corporate Vice President - Finance
		and Chief Financial Officer
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By:	/s/ Roxane Ellwanger
	Name:	Roxane Ellwanger
	Title:	Assistant Vice President

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EX-10.11

Exhibit 10.11

AMENDMENT TO
SUBORDINATED PLEDGE AGREEMENT
DATED OCTOBER 8, 2003

AMENDMENT NO. 1 TO SUBORDINATED PLEDGE AGREEMENT

     AMENDMENT dated as of December 29, 2006 to the Subordinated Pledge Agreement made and entered into as of October 8, 2003 (the “Agreement”) by Dalton Corporation (the “Pledgor”) in favor of The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein.

W I T N E S S E T H:

     WHEREAS, the parties hereto are amending the Indenture referred to in the Agreement to permit additional Future Priority Debt (as defined therein) to be incurred, which Future Priority Debt will be secured by Liens on the Pledged Collateral;

     NOW, THEREFORE, the parties hereto agree as follows:

     Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Agreement has the meaning assigned to such term in the Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Agreement shall, after this Amendment becomes effective, refer to the Agreement as amended hereby.

     Section 2. Amendment of Section 7(a). Section 7(a) of the Agreement is hereby amended and restated in its entirety as follows:

     “Other than for Priority Liens and Priority Lien Documents and except as is not prohibited by the Indenture, Pledgor agrees that Pledgor will not (i) encumber, sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or (ii) enter into any other contractual obligations which could reasonably be expected to restrict or inhibit the right or ability of the Trustee to sell or otherwise dispose of the Pledged Collateral or any part thereof after the occurrence and during the continuance of an Event of Default.”

     Section 3. Representations and Warranties. The Pledgor represents and warrants that the representations and warranties of the Pledgor set forth in Section 4 of the Agreement are true and correct on the date hereof.

     Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

     Section 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

     Section 6. Effectiveness. This Amendment shall become effective at the time that Neenah Foundry Company accepts for purchase a majority in principal amount of its outstanding 11% Senior Secured Notes due 2010 issued under the Indenture.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

DALTON CORPORATION
By:	/s/ Gary W. LaChey
	Name:	Gary W. LaChey
	Title:	Corporate Vice President - Finance
		and Chief Financial Officer
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By:	/s/ Roxane Ellwanger
	Name:	Roxane Ellwanger
	Title:	Assistant Vice President

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EX-10.12

Exhibit 10.12

AMENDMENT TO
SUBORDINATED PLEDGE AGREEMENT
DATED OCTOBER 8, 2003

AMENDMENT NO. 1 TO SUBORDINATED PLEDGE AGREEMENT

     AMENDMENT dated as of December 29, 2006 to the Subordinated Pledge Agreement made and entered into as of October 8, 2003 (the “Agreement”) by Mercer Forge Corporation (the “Pledgor”) in favor of The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee on behalf of the Noteholders referred to therein.

W I T N E S S E T H:

     WHEREAS, the parties hereto are amending the Indenture referred to in the Agreement to permit additional Future Priority Debt (as defined therein) to be incurred, which Future Priority Debt will be secured by Liens on the Pledged Collateral;

     NOW, THEREFORE, the parties hereto agree as follows:

     Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Agreement has the meaning assigned to such term in the Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Agreement shall, after this Amendment becomes effective, refer to the Agreement as amended hereby.

     Section 2. Amendment of Section 7(a). Section 7(a) of the Agreement is hereby amended and restated in its entirety as follows:

     “Other than for Priority Liens and Priority Lien Documents and except as is not prohibited by the Indenture, Pledgor agrees that Pledgor will not (i) encumber, sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or (ii) enter into any other contractual obligations which could reasonably be expected to restrict or inhibit the right or ability of the Trustee to sell or otherwise dispose of the Pledged Collateral or any part thereof after the occurrence and during the continuance of an Event of Default.”

     Section 3. Representations and Warranties. The Pledgor represents and warrants that the representations and warranties of the Pledgor set forth in Section 4 of the Agreement are true and correct on the date hereof.

     Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

     Section 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

     Section 6. Effectiveness. This Amendment shall become effective at the time that Neenah Foundry Company accepts for purchase a majority in principal amount of its outstanding 11% Senior Secured Notes due 2010 issued under the Indenture.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

MERCER FORGE CORPORATION
By:	/s/ Gary W. LaChey
	Name:	Gary W. LaChey
	Title:	Corporate Vice President - Finance
		and Chief Financial Officer
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By:	/s/ Roxane Ellwanger
	Name:	Roxane Ellwanger
	Title:	Assistant Vice President

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EX-10.13

Exhibit 10.13

NEENAH FOUNDRY COMPANY
AND
THE SUBSIDIARIES OF NEENAH FOUNDRY COMPANY
IDENTIFIED ON THE SIGNATURE PAGES HERETO,
AS BORROWERS

AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT

Dated as of December 29, 2006

$100,000,000
(with a possible increase up to $110,000,000)

BANK OF AMERICA, N.A.,
Individually and as Agent for any Lender which is
or becomes a Party hereto,

BANC OF AMERICA SECURITIES LLC AND CREDIT SUISSE
SECURITIES (USA) LLC,
as Co-Lead Arrangers and Book Managers,

CREDIT SUISSE SECURITIES (USA) LLC,
as Syndication Agent, and

THE ADDITIONAL LENDERS NOW AND FROM TIME TO TIME
PARTY HERETO

TABLE OF CONTENTS

	Page
SECTION 1. CREDIT FACILITY		1
1.2. Letters of Credit; LC Guaranties		6
1.3. [Intentionally Omitted]		7
1.4. Borrowing Agent		7
SECTION 2. INTEREST, FEES AND CHARGES		7
1.5. Computation of Interest and Fees		8
1.6. Fee Letter; Prepayment Fee under Original Loan Agreement		8
1.7. Letter of Credit and LC Guaranty Fees		9
1.8. Unused Line Fee		10
1.9. [Intentionally Omitted]		10
1.10. Audit Fees		10
1.11. Reimbursement of Expenses		10
1.12. Bank Charges		11
1.13. Collateral Protection Expenses; Appraisals		11
1.14. Payment of Charges		12
1.15. No Deductions		12
1.16. Joint and Several Obligations		13
SECTION 3. LOAN ADMINISTRATION		15
1.17. Payments		18
1.18. Mandatory and Optional Prepayments		20
1.19. Application of Payments and Collections		22
1.20. All Loans to Constitute One Obligation		23
1.21. Loan Account		23
1.22. Statements of Account		23
1.23. Increased Costs		24
1.24. Basis for Determining Interest Rate Inadequate		25
1.25. Sharing of Payments, Etc		26
1.26. Optional Prepayment/Replacement of Lenders		26
SECTION 4. TERM AND TERMINATION		27
1.27. Termination		27
SECTION 5. SECURITY INTERESTS		28
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED TO THE AGENT PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE AGENT HEREUNDER, ARE SUBJECT TO THE LIMITATIONS AND PROVISIONS OF THE

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	Page
INTERCREDITOR AGREEMENT DATED AS OF DECEMBER 29, 2006 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG AGENT, THE BANK OF NEW YORK TRUST COMPANY, N.A., NEENAH AND THE SUBSIDIARIES OF NEENAH PARTY THERETO. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THE TERMS OF THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN		28
1.28. Other Collateral		30
1.29. Lien Perfection; Further Assurances		30
1.30. Lien on Realty		31
SECTION 6. COLLATERAL ADMINISTRATION		31
1.31. Administration of Accounts		33
1.32. Administration of Inventory		35
1.33. Administration of Equipment		35
1.34. Payment of Charges		36
SECTION 7. REPRESENTATIONS AND WARRANTIES		36
1.35. Continuous Nature of Representations and Warranties		43
1.36. Survival of Representations and Warranties		44
SECTION 8. COVENANTS AND CONTINUING AGREEMENTS		44
1.37. Negative Covenants		49
1.38. Specific Financial Covenants		61
SECTION 9. CONDITIONS PRECEDENT		61
1.39. Conditions Precedent to all Loans and other Credit Accommodations		63
SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT		63
1.40. Acceleration of the Obligations		68
1.41. Other Remedies		68
1.42. Set Off and Sharing of Payments		69
1.43. Remedies Cumulative; No Waiver		70
SECTION 11. THE AGENT		70
1.44. Agent’s Reliance, Etc		71
1.45. BofA and Affiliates		72
1.46. Lender Credit Decision		72
1.47. Indemnification		72
1.48. Rights and Remedies to be Exercised by Agent Only		73
1.49. Agency Provisions Relating to Collateral		73
1.50. Agent’s Right to Purchase Commitments		74
1.51. Right of Sale, Assignment, Participations		74

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	Page
1.52. [Intentionally Omitted]		76
1.53. Resignation of Agent; Appointment of Successor		76
1.54. Audit and Examination Reports; Disclaimer by Lenders		76
1.55. Syndication Agent and Arrangers		77
1.56. Real Property Collateral		77
SECTION 12. MISCELLANEOUS		78
1.57. Indemnity		79
1.58. Amendments		80
1.59. Sale of Interest		81
1.60. Severability		81
1.61. Successors and Assigns		81
1.62. Cumulative Effect; Conflict of Terms		81
1.63. Execution in Counterparts		81
1.64. Notice		82
1.65. Consent		82
1.66. Credit Inquiries		83
1.67. Time of Essence		83
1.68. Entire Agreement		83
1.69. Interpretation		83
1.70. Confidentiality		83
1.71. GOVERNING LAW; CONSENT TO FORUM		84
1.72. WAIVERS		85
1.73. Advertisement		85

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

          THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made as of this 29^th day of December, 2006, by and among BANK OF AMERICA, N.A. (“BofA”), with an office at One South Wacker Drive, Suite 3400, Chicago, Illinois 60606, individually as a Lender and as Agent (“Agent”) for itself and the other Lenders, each other financial institution which is or becomes a party hereto and any registered assigns of any such Person (each such financial institution, including BofA, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent for Lenders, BANC OF AMERICA SECURITIES LLC (“BAS”) and CREDIT SUISSE SECURITIES (USA) LLC, as Co-Lead Arrangers and Book Managers (together, “Arrangers”), and each of NEENAH FOUNDRY COMPANY, a Wisconsin corporation with its chief executive office and principal place of business at 2121 Brooks Avenue, Neenah, Wisconsin 54956 (“Neenah”) and EACH SUBSIDIARY OF NEENAH THAT IS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS A BORROWER; Neenah and each such Subsidiary are hereafter referred to collectively, as “Borrowers” and individually, as “Borrower”. Capitalized terms used in this Agreement have the meanings assigned to them in Appendix A, General Definitions. Accounting terms not otherwise specifically defined herein shall be construed in accordance with GAAP consistently applied. This Agreement amends and restates in its entirety that certain Loan and Security Agreement dated October 8, 2003, as amended or otherwise modified through the date hereof, by and among Agent, the syndication agent, documentation agent and arranger party thereto, the financial institutions party thereto as Lenders, and Borrowers (the “Original Loan Agreement”), and, with respect to the Loan Documents, following the execution and delivery of this Agreement, all references to the “Loan Agreement” in the Loan Documents shall be deemed to refer to this Agreement (as it may be amended, restated, supplemented or otherwise modified from time to time); provided, that the “Obligations” arising under the Original Loan Agreement shall remain outstanding and in full force and effect hereunder; and, provided further, that the execution and delivery of this Agreement shall not constitute a novation of any such Obligations.

SECTION 1. CREDIT FACILITY

          Subject to the terms and conditions of, and in reliance upon the representations and warranties made in, this Agreement and the other Loan Documents, Lenders agree to make available to Borrowers a Total Credit Facility of up to $100,000,000 (with a possible increase up to $110,000,000 pursuant to the provisions of subsection 1.1.7) upon a Borrower’s request therefor, as follows:

     1.1.1. Revolving Credit Loans. Subject to the terms and conditions hereof, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to Borrowers from time to time during the period from the date hereof to but not including the last day of the Term, as requested by Borrowers in the manner set forth in Section 1.4 and subsection 3.1.1, up to a maximum principal amount at any time outstanding equal to the lesser of (i) such Lender’s Revolving Loan Commitment

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minus the product of such Lender’s Revolving Loan Percentage and the LC Amount minus the product of such Lender’s Revolving Loan Percentage and Reserves, if any and (ii) the product of (A) such Lender’s Revolving Loan Percentage and (B) an amount equal to the Borrowing Base at such time minus the LC Amount minus Reserves, if any. Subject to the third to last sentence of this subsection 1.1.1, Agent shall have the right to establish Reserves, including without limitation or duplication with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which a Borrower issues credit memoranda in the ordinary course of such Borrower’s business; (ii) potential dilution related to Accounts; (iii) shrinkage, spoilage and obsolescence of Inventory; (iv) slow moving Inventory; (v) other sums due and payable within ninety (90) days and chargeable (but not yet charged) against a Borrower’s Loan Account as Revolving Credit Loans under any section of this Agreement; (vi) amounts owing by a Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of a Borrower (excluding Liens permitted under subsection 8.2.5(iv) or subsection 8.2.5(ix)); (vii) amounts owing by a Borrower to Bank, Agent or any Affiliate of Bank or Agent in connection with Product Obligations; (viii) Inventory that consists of coke, sand or grinding wheels; (ix) wages and other amounts payable under the Wisconsin Business Closing/Mass Layoff Law; (x) any Rent Reserves and (xi) such other specific events, conditions or contingencies as to which Agent, in its reasonable credit judgment exercised in good faith, determines Reserves should be established from time to time hereunder. Notwithstanding anything contained in this Agreement to the contrary, Agent shall not establish any Reserves in respect of any matters relating to any items of Collateral that have been taken into account in determining Eligible Inventory, Eligible Patterns and Core Boxes or Eligible Accounts, as applicable. Agent agrees that it shall provide Borrowers with reasonably prompt notice of the establishment of a Reserve. The Revolving Credit Loans shall be repayable in accordance with the terms of the Revolving Notes and shall be secured by all of the Collateral. Borrowers, Lenders and Agent agree that, effective as of the Closing Date (but immediately prior to the making of the inter-Lender transfers provided in subsection 1.1.6), (i) any and all “Revolving Credit Loans” under and as defined in the Original Loan Agreement that are outstanding as of the Closing Date shall be deemed to be Revolving Credit Loans advanced by the Lenders under this Agreement and (ii) the outstanding principal balance of the “Term Loan” under and as defined in the Original Loan Agreement as of the Closing Date shall convert to and be reconstituted as Revolving Credit Loans outstanding under this Agreement.

     1.1.2. Overadvances. Insofar as a Borrower may request and Agent or all Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”),

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Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $2,500,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $2,500,000 and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than sixty (60) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding on more than ninety (90) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the LC Amount.

     1.1.3. Use of Proceeds. The Revolving Credit Loans shall be used solely for (i) the satisfaction of existing Indebtedness of Borrowers, (ii) the payment of fees and expenses associated with the transactions contemplated hereby, (iii) Borrowers’ general operating capital needs (including Capital Expenditures permitted hereunder) in a manner consistent with the provisions of this Agreement and all applicable laws, (iv) to fund Permitted Acquisitions, and (v) other purposes permitted under this Agreement.

     1.1.4. Swingline Loans. Subject to the terms and conditions hereof, in order to reduce the frequency of transfers of funds from Lenders to Agent for making Revolving Credit Loans, Agent shall be permitted (but not required) to make Revolving Credit Loans to Borrowers upon request by Borrowers (such Revolving Credit Loans to be designated as “Swingline Loans”) provided that the aggregate amount of Swingline Loans outstanding at any time will not (i) exceed $5,000,000; (ii) when added to the principal amount of Agent’s other Revolving Credit Loans then outstanding plus Agent’s Revolving Loan Percentage of the LC Amount, exceed Agent’s Revolving Credit Commitment; or (iii) when added to the principal amount of all other Revolving Credit Loans then outstanding plus the LC Amount, exceed the Borrowing Base. Within the foregoing limits, each Borrower may borrow, repay and reborrow Swingline Loans. All Swingline Loans shall be treated as Revolving Credit Loans for purposes of this Agreement, except that (a) all Swingline Loans shall be

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Base Rate Portions and (b) notwithstanding anything herein to the contrary (other than as set forth in the next succeeding sentence), all principal and interest paid with respect to Swingline Loans shall be for the sole account of Agent in its capacity as the lender of Swingline Loans. Notwithstanding the foregoing, not more than 2 Business Days after (1) Lenders receive notice from Agent that a Swingline Loan has been advanced in respect of a drawing under a Letter of Credit or LC Guaranty or (2) in any other circumstance, demand is made by Agent during the continuance of an Event of Default, each Lender shall irrevocably and unconditionally purchase and receive from Agent, without recourse or warranty from Agent, an undivided interest and participation in each Swingline Loan to the extent of such Lender’s Revolving Loan Percentage thereof, by paying to Agent, in same day funds, an amount equal to such Lender’s Revolving Loan Percentage of such Swingline Loan. Swingline Loans will be settled between the Agent and the Lenders in the manner set forth in subsection 3.1.3. Borrowers, Agent and the Lenders hereby agree that any and all “Swingline Loans” under and as defined in the Original Loan Agreement that are outstanding as of the Closing Date shall be deemed to be Swingline Loans advanced under this Agreement.

     1.1.5. Agent Loans. Upon the occurrence and during the continuance of an Event of Default, Agent, in its sole discretion, may make Revolving Credit Loans on behalf of Lenders, in an aggregate amount not to exceed $5,000,000 (such maximum amount being reduced by the outstanding balance of any Overadvances that have been authorized by Agent alone pursuant to subsection 1.1.2), if Agent, in its reasonable business judgment, deems that such Revolving Credit Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (iii) to pay any other amount chargeable to any Borrower pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 2.8 and 2.9 (hereinafter, “Agent Loans”); provided, that in no event shall (a) the maximum principal amount of the Revolving Credit Loans exceed the aggregate Revolving Loan Commitments and (b) Majority Lenders may at any time revoke Agent’s authorization to make further Agent Loans. Any such revocation must be in writing and shall become effective prospectively upon Agent’s receipt thereof. Each Lender shall be obligated to advance its Revolving Loan Percentage of each Agent Loan. If Agent Loans are made pursuant to this subsection 1.1.5, then (a) the Borrowing Base shall be deemed increased by the amount of such permitted Agent Loans, but only for so long as Agent allows such Agent Loans to be outstanding, and (b) notwithstanding any terms contained herein to the contrary (including, without limitation, the terms of subsection 10.2.2), all Lenders that have committed to make Revolving Credit Loans shall be bound to make, or permit to remain outstanding, such Agent Loans based upon their Revolving Loan Percentages in accordance with the terms of this Agreement.

     1.1.6. Inter-Lender Assignments. Each “Lender” party to the Original Loan Agreement hereby sells and assigns to each other Lender, without recourse,

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representation or warranty (except as set forth below), and each such Lender hereby purchases and assumes from each “Lender” party to the Original Loan Agreement a percentage interest in the Revolving Loan Commitments and Revolving Credit Loans hereunder as may be required to reflect the allocation of Revolving Loan Commitments as set forth on the signature pages hereto. The Lenders agree to make such inter-Lender wire transfers as may be required to give effect to the foregoing assignments and assumptions and, as a result of such assignments and assumptions, each “Lender” party to the Original Loan Agreement shall be absolutely released from any obligations, covenants or agreements with respect to the Revolving Loan Commitments and Revolving Credit Loans so assigned. With respect to such Revolving Loan Commitments and Revolving Credit Loans so assigned, each “Lender” party to the Original Loan Agreement makes no representation or warranty whatsoever, except that it represents and warrants that it is the legal and beneficial owner of the same, free and clear of any adverse claim.

     1.1.7. Request for Increase of Revolving Credit Commitments. The Lenders agree that Borrowers may, on any Business Day from time to time after the Closing Date and so long as (i) no Default or Event of Default has occurred and is continuing, (ii) Agent has consented in writing to any increase of the Revolving Loan Commitments that is requested pursuant to this subsection 1.1.7, such consent to be provided or withheld by Agent in its sole discretion and (iii) the increased Revolving Loan Commitments provided for under this subsection 1.1.7 are syndicated to the satisfaction of Agent, deliver a written notice to Agent and each Lender (an “Increase Notice”) requesting an increase in the Revolving Loan Commitments in an aggregate amount for all such increases collectively of up to $10,000,000 (a “Requested Revolver Increase”). If Borrowers deliver an Increase Notice, each Lender shall have the option to participate in the Requested Revolver Increase to the extent of its Revolving Loan Percentage thereof by delivering a written notice to the Agent and Borrowers within ten Business Days of such Lender’s receipt of the Increase Notice (it being agreed and understood that such Lender shall be deemed to have elected not to participate in the Requested Revolver Increase if it does not respond to the Increase Notice within ten Business Days of its receipt thereof). If one or more of the Lenders elect not to participate in the Requested Revolver Increase, then the Lenders participating in the Requested Revolver Increase may, at their option, elect to participate in such remaining portion of the Requested Revolver Increase (with such remaining portion to be allocated ratably among such participating Lenders based on their respective Revolving Loan Percentages or as otherwise may be agreed by such participating Lenders). If there is less than full participation by existing Lenders in the Requested Revolver Increase after the foregoing procedures are completed, then one or more new Lenders reasonably acceptable to the Agent, and Borrowers may be added as parties to this Agreement for purposes of participating in such remaining portion. After giving effect to the procedures described in this subsection 1.1.7, each Lender participating in the Requested Revolver Increase shall have its Revolving Loan Commitment increase to the extent of its participation and, upon the request of such Lender, Borrowers will execute a replacement Revolving Note for such Lender

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reflecting the increased amount of its Revolving Loan Commitment. Each Borrower agrees to execute such amendments and supplements to the Security Documents as Agent reasonably deems necessary in connection with a Requested Revolver Increase. No Increase Notice may be given unless it relates to a Requested Revolver Increase of at least $5,000,000 and no more than three Increase Notices may be delivered by Borrowers pursuant to this subsection 1.1.7. In connection with any increase of the Revolving Loan Commitments that occurs pursuant to this subsection 1.1.7, Borrowers shall pay any closing fees as may be agreed among Borrowers and the Lenders participating in such increase.

     1.2. Letters of Credit; LC Guaranties.

     1.2.1. Issuance of Letters of Credit and LC Guarantees. Subject to the terms and conditions hereof, each of Agent and, if applicable, any Lender designated by Agent and Neenah as a Letter of Credit Issuer (each such Lender, a “Letter of Credit Issuer”) agrees, if requested by a Borrower, to (i) issue its, or, in the case of Agent, cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, Letters of Credit for the account of a Borrower or (ii) execute LC Guaranties by which Agent, such Letter of Credit Issuer, Bank, or another Affiliate of Agent, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to letters of credit issued for a Borrower’s account by other Persons; provided that the LC Amount shall not exceed $20,000,000 at any time. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Borrowers, Lenders, Agent and Letter of Credit Issuer agree that each “Letter of Credit” and “LC Guaranty”, and all “LC Obligations”, under and as defined in the Original Loan Agreement that are outstanding on the Closing Date shall continue as and shall constitute a Letter of Credit, LC Guaranty and LC Obligations under this Agreement.

     1.2.2. Lender Participation. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement (or, in the case of any “Letters of Credit”, “LC Guaranties” and “LC Obligations” under and as defined in the Original Loan Agreement that are outstanding on the Closing Date, on the Closing Date), each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to the applicable LC Obligations multiplied by such Lender’s Revolving Loan Percentage. Agent will notify each Lender on a weekly basis, or if determined by Agent, a more frequent basis, upon presentation to it of a draw under a Letter of Credit or a demand for payment under a LC Guaranty. On a weekly basis, or more frequently if requested by Agent, each Lender shall make payment to Agent in immediately available funds, of an amount equal to such Lender’s pro rata share of the amount of any payment made by Agent in respect to any Letter of Credit or LC Guaranty. The obligation of each Lender to reimburse Agent under this subsection 1.2.2 shall be unconditional, continuing, irrevocable and absolute, except in respect of indemnity claims arising out of Agent’s gross negligence or willful misconduct. In the event that any Lender fails to make payment

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to Agent of any amount due under this subsection 1.2.2, Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until Agent receives such payment from such Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Lender of its obligation to reimburse the Agent for such amount in accordance with this subsection 1.2.2.

     1.2.3. Reimbursement. Notwithstanding anything to the contrary contained herein, Borrowers, Agent, each Letter of Credit Issuer and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender’s Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. In no event shall Agent or any Lender make any Revolving Credit Loan in respect of any Obligation that has already been satisfied by any Borrower.

     1.3. [Intentionally Omitted].

     1.4. Borrowing Agent.

          For ease of administration of this Agreement, each Borrower other than Neenah hereby appoints Neenah as its borrowing agent hereunder. In such capacity, Neenah will request all Revolving Credit Loans to be made pursuant to Section 1.1, will request all Letters of Credit and LC Guaranties to be issued pursuant to Section 1.2, will deliver any Increase Notices pursuant to subsection 1.1.7, and will submit all LIBOR Requests with respect to obtaining any LIBOR Portion pursuant to subsection 3.1.7, converting any Base Rate Portion into a LIBOR Portion pursuant to subsection 3.1.8 or continuing any LIBOR Portion into a subsequent Interest Period pursuant to subsection 3.1.9, in each case pursuant to the procedures set forth in Section 3.1. Notwithstanding anything to the contrary contained in this Agreement, no Borrower other than Neenah shall be entitled to request any Revolving Credit Loans, Letters of Credit or LC Guaranties, to deliver any Increase Notices pursuant to subsection 1.1.7, or to submit any LIBOR Requests hereunder. The proceeds of all Revolving Credit Loans made hereunder shall be advanced to or at the direction of Neenah and used solely for the purposes described in subsection 1.1.3.

SECTION 2. INTEREST, FEES AND CHARGES

     1.4.1. Rates of Interest. Interest shall accrue on the principal amount of the Base Rate Portions outstanding at the end of each day at a fluctuating rate per annum equal to the Applicable Margin then in effect for the Base Rate Portions plus the Base Rate. Said rate of interest shall increase or decrease by an amount equal to any

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increase or decrease in the Base Rate, effective as of the opening of business on the day that any such change in the Base Rate occurs. If a Borrower exercises its LIBOR Option as provided in Section 3.1, interest shall accrue on the principal amount of the LIBOR Portions outstanding at the end of each day at a rate per annum equal to the Applicable Margin then in effect for the LIBOR Portions plus the LIBOR applicable to each LIBOR Portion for the corresponding Interest Period.

     1.4.2. Default Rate of Interest. At the option of Agent or the Majority Lenders, upon and after the occurrence of an Event of Default arising under subsection 10.1.1, subsection 10.1.3 (as a result of a breach of subsection 8.1.3, subsection 8.1.4, subsection 8.2.4, subsection 8.2.6, subsection 8.2.7, subsection 8.2.8, subsection 8.2.12 or Section 8.3) or subsection 10.1.8, and during the continuation thereof, the principal amount of all Loans shall bear interest at a rate per annum equal to 2.0% plus the interest rate otherwise applicable thereto (the “Default Rate”).

     1.4.3. Maximum Interest. In no event whatsoever shall the aggregate of all amounts deemed interest hereunder or under the Notes and charged or collected pursuant to the terms of this Agreement or pursuant to the Notes exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. If any provisions of this Agreement or the Notes are in contravention of any such law, such provisions shall be deemed amended to conform thereto (the “Maximum Rate”). If at any time, the amount of interest paid hereunder is limited by the Maximum Rate, and the amount at which interest accrues hereunder is subsequently below the Maximum Rate, the rate at which interest accrues hereunder shall remain at the Maximum Rate, until such time as the aggregate interest paid hereunder equals the amount of interest that would have been paid had the Maximum Rate not applied.

     1.5. Computation of Interest and Fees.

          Interest, Letter of Credit and LC Guaranty fees and Unused Line Fees hereunder shall be calculated daily and shall be computed on the actual number of days elapsed over a year of 360 days.

     1.6. Fee Letter; Prepayment Fee under Original Loan Agreement.

          Borrowers shall jointly and severally pay to Agent certain fees and other amounts in accordance with the terms of the fee letter among Borrowers and Agent (the “Fee Letter”). In addition, for any “Lenders” under and as defined in the Original Loan Agreement that have not agreed to waive the prepayment fee payable to such “Lenders” pursuant to the provisions of Section 2.6 of the Original Loan Agreement, on the Closing Date Borrowers shall jointly and severally pay to any such “Lenders” the amount of such prepayment fee (it being agreed and understood that BofA has waived the amount of such prepayment fee to which BofA would otherwise be entitled pursuant to the provisions of Section 2.6 of the Original Loan Agreement).

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     1.7. Letter of Credit and LC Guaranty Fees.

Borrowers shall jointly and severally pay to Agent:

     (i) for standby Letters of Credit and LC Guaranties of standby letters of credit, for the ratable benefit of Lenders a per annum fee equal to the Applicable Margin then in effect for LIBOR Portions multiplied by the weighted average daily balance of the aggregate undrawn face amount of such Letters of Credit and LC Guaranties outstanding from time to time during the term of this Agreement, plus all normal and customary charges associated with the issuance thereof, which fees and charges shall be deemed fully earned upon issuance of each such Letter of Credit or LC Guaranty, shall be due and payable in arrears on the first Business Day of each month and shall not be subject to rebate or proration upon the termination of this Agreement for any reason; provided that at any time that the Default Rate is in effect, the fee applicable under this subsection shall be equal to the otherwise applicable fee plus 2.00%;

     (ii) for documentary Letters of Credit and LC Guaranties of documentary letters of credit, for the ratable benefit of Lenders a per annum fee equal to the Applicable Margin then in effect for LIBOR Portions multiplied by the weighted average daily balance of the aggregate undrawn face amount of such Letters of Credit and LC Guaranties outstanding from time to time during the term of this Agreement, plus all normal and customary charges associated with the issuance and administration of each such Letter of Credit or LC Guaranty (which fees and charges shall be fully earned upon issuance, renewal or extension (as the case may be) of each such Letter of Credit or LC Guaranty, shall be due and payable in arrears on the first Business Day of each month, and shall not be subject to rebate or proration upon the termination of this Agreement for any reason); provided that at any time that the Default Rate is in effect, the fee applicable under this subsection shall be equal to the otherwise applicable fee plus 2.00%;

     (iii) with respect to all Letters of Credit and LC Guaranties issued by Agent, Bank or another Affiliate of Agent, for the account of Agent only, a fronting fee equal to 0.125% per annum of the weighted average daily balance of the aggregate undrawn face amount of such Letters of Credit and LC Guaranties outstanding from time to time during the term of this Agreement issued by such Person, which fronting fees shall be due and payable monthly in arrears on the first Business Day of each month and shall not be subject to rebate or proration upon the termination of this Agreement for any reason; and

     (iv) with respect to all Letters of Credit and LC Guaranties issued by a Letter of Credit Issuer, for the account of such Letter of Credit Issuer only, a fronting fee equal to 0.125% per annum of the weighted average daily balance of the aggregate undrawn face amount of such Letters of Credit and LC

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Guaranties outstanding from time to time during the term of this Agreement issued by such Letter of Credit Issuer, which fronting fees shall be due and payable monthly in arrears on the first Business Day of each month and shall not be subject to rebate or proration upon the termination of this Agreement for any reason.

          1.8. Unused Line Fee.

          Borrowers shall jointly and severally pay to Agent, for the ratable benefit of Lenders, a fee (the “Unused Line Fee”) equal to the Applicable Margin per annum for the Unused Line Fee multiplied by the average daily amount by which the Revolving Credit Maximum Amount exceeds the sum of (i) the outstanding principal balance of the Revolving Credit Loans plus (ii) the LC Amount. The Unused Line Fee shall be payable monthly in arrears on the first day of each month hereafter.

          1.9. [Intentionally Omitted].

          1.10. Audit Fees.

          Borrowers shall jointly and severally pay to Agent audit fees (for auditors that are employees of BofA, at a rate of $850 per auditor per day, and, for third-party auditors, at the daily rates actually charged by such third-party auditors) in connection with audits of the books and records and Properties of each Borrower and its Subsidiaries and such other matters as Agent shall deem appropriate in its reasonable credit judgment, plus all reasonable out-of-pocket expenses incurred by Agent in connection with such audits; provided, that so long as no Event of Default has occurred and is continuing, Borrowers shall not be liable for such audit fees incurred in connection with more than three complete audits during any fiscal year, whether such audits are conducted by employees of Agent or by third parties hired by Agent. Such audit fees and out-of-pocket expenses shall be payable on the first day of the month following the date of issuance by Agent of a request for payment thereof to Neenah. Agent may, in its discretion, provide for the payment of such amounts by making appropriate Revolving Credit Loans to one or more Borrowers and charging the appropriate Loan Account or Loan Accounts therefor.

          1.11. Reimbursement of Expenses.

          If, at any time or times regardless of whether or not an Event of Default then exists, (i) Agent or either Arranger incurs reasonable and documented legal or accounting expenses or any other costs or out-of-pocket expenses in connection with (1) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations (including, without limitation, printing and distribution of materials to prospective Lenders and all costs associated with bank meetings, but excluding any closing fees paid to Lenders in connection therewith) or (2) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; or (ii) Agent or any Lender incurs reasonable and documented legal or accounting

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expenses or any other costs or out-of-pocket expenses in connection with (1) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents or any Borrower’s, any of its Subsidiaries’ or any Guarantor’s affairs; (2) any amendment, modification, waiver or consent with respect to the Loan Documents that is requested of Lenders at a time when an Event of Default is in existence (provided, that Borrowers shall only be responsible under this clause (2) for the reasonable and documented fees of one law firm, acting on behalf of all Lenders other than BofA), (3) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including, without limitation, the Account Debtors; or (4) any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; then all such legal and accounting expenses, other costs and out of pocket expenses of Agent or any Lender, as applicable, shall be charged to Borrowers on a joint and several basis; provided, that Borrowers shall not be responsible for such expenses, costs and out-of-pocket expenses to the extent incurred because of the gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final nonappealable judgment) of Agent or any Lender seeking reimbursement. All amounts chargeable to Borrowers under this Section 2.8 shall be Obligations secured by all of the Collateral, shall be payable within 15 days following demand to Agent or such Lender, as the case may be, and shall bear interest from the date due and owing until paid in full at the rate applicable to Base Rate Portions from time to time. Borrowers shall also jointly and severally reimburse Agent for expenses incurred by Agent in its administration of the Collateral to the extent and in the manner provided in Sections 2.9 and 2.10 hereof.

          1.12. Bank Charges.

          Borrowers shall jointly and severally pay to Agent and each applicable Lender, on demand, any and all fees, costs or expenses which Agent or any such Lender pays to a bank or other similar institution arising out of or in connection with (i) the forwarding to any Borrower or any other Person on behalf of any Borrower, by Agent or any Lender, of proceeds of Loans made to any Borrower pursuant to this Agreement and (ii) the depositing for collection by Agent or any Lender of any check or item of payment received or delivered to Agent or any Lender on account of the Obligations.

          1.13. Collateral Protection Expenses; Appraisals.

          All out-of-pocket expenses incurred in protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral, and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof shall be jointly and severally borne and paid by Borrowers. If Borrowers fail to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge one or more Borrowers therefor. On an annual basis, Agent may, and, at the request of Majority Lenders, shall, at Borrowers’ joint and several expense, obtain an appraisal of the Patterns and Core Boxes of Borrowers from a third party appraiser reasonably acceptable to Agent, which appraisal shall include an assessment of the net

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orderly liquidation percentage of each category or type of Eligible Patterns and Core Boxes. Further, if average Availability for any 30-day period during any fiscal year of Borrowers (as determined by Agent in its reasonable credit judgment) is less than $40,000,000, Agent may, and, at the request of Majority Lenders, shall, on an annual basis for such fiscal year and each fiscal year thereafter and at Borrowers’ joint and several expense, obtain an appraisal of the Inventory of Borrowers from a third party appraiser reasonably acceptable to Agent, which appraisal shall include an assessment of the net orderly liquidation percentage of each category or type of Eligible Inventory. Additionally, from time to time, if obtaining appraisals is necessary in order for Agent or any Lender to comply with applicable laws or regulations, and at any time if an Event of Default shall have occurred and be continuing, Agent may, at Borrowers’ joint and several expense, obtain appraisals from appraisers (who may be personnel of Agent), stating the then current fair market value and/or net orderly liquidation value of all or any portion of the real Property or personal Property of any Borrower or any of its Subsidiaries, including without limitation the Inventory and the Patterns and Core Boxes of any Borrower or any of its Subsidiaries.

          1.14. Payment of Charges.

          All amounts chargeable to any Borrower under this Agreement shall be Obligations secured by all of the Collateral, shall be, unless specifically otherwise provided, payable on demand and shall bear interest from the date demand was made or such amount is due, as applicable, until paid in full at the rate applicable to Base Rate Portions from time to time.

     1.15. No Deductions.

     1.15.1. Any and all payments or reimbursements made hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto; excluding, however, the following: taxes imposed on the income of Agent or any Lender or franchise taxes by the jurisdiction under the laws of which Agent or any Lender is organized or doing business or any political subdivision thereof and taxes imposed on its income by the jurisdiction of Agent’s or such Lender’s applicable lending office or any political subdivision thereof or franchise taxes (all such taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto but excluding such taxes imposed on net income, “Tax Liabilities”). If any Borrower shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to Agent or any Lender, then the sum payable hereunder by Borrowers shall be increased as may be necessary so that, after all required deductions are made, Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made.

     1.15.2. Each Lender that is organized in a jurisdiction outside the United States hereby agrees that it shall, no later than the Closing Date or, if later, the date on which such Lender became a party hereto (and from time to time thereafter, upon reasonable request of Borrowers or Agent), (i) furnish to Borrowers and Agent two

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accurate, complete and signed copies of either United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8ECI (on which such Lender claims entitlement to complete exemption from United States federal withholding tax on all interest payments hereunder) and (ii) to the extent that such Lender is legally able to do so, provide Borrowers and Agent a new Form W-8BEN or Form W-8ECI upon the obsolescence of any previously delivered form, duly executed and completed by such Lender, and comply with all applicable United States laws and regulations as in effect from time to time with regard to such withholding tax exemption. Notwithstanding anything to the contrary in this Section 2.12, for the avoidance of doubt, (A) Borrowers shall be entitled, to the extent they are required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from any amounts payable hereunder to any Lender that is not a United States person (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) to the extent the Lender has not provided to Borrowers the United States Internal Revenue Service forms described above, and (B) after the date a Lender becomes a party hereto, Borrowers shall have no obligation to make additional payments under this Section 2.12 to any Lender organized outside the United States if the Lender has not provided such forms to the Borrower.

     1.16. Joint and Several Obligations.

          Each Borrower acknowledges that it is jointly and severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all indebtedness, liabilities and obligations of every kind and nature of each other Borrower to Agent and Lenders and, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent or any Lender. Each Borrower agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times.

          Each Borrower hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Borrower or any Guarantor or other action to enforce the same, (c) the waiver or consent by Agent or any Lender with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Borrower and delivered to Agent or any Lender (other than a waiver, forgiveness or consent by Agent and Lenders that reduces the amount of any of the Obligations), (d) the failure by Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral for the Obligations, for

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its benefit, (e) Agent’s or any Lender’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Borrower as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Section 502 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Lender’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a borrower or a guarantor.

          Each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any Borrower, protest or notice with respect to the Obligations and all demands whatsoever, and covenants that this guaranty will not be discharged, except by complete and irrevocable payment and performance of the Obligations. No notice to any Borrower or any other party shall be required for Agent or any Lender to make demand hereunder. Such demand shall constitute a mature and liquidated claim against the applicable Borrower. Upon the occurrence of any Event of Default, Agent or any Lender may, in its sole election, proceed directly and at once, without notice, against all or any Borrower to collect and recover the full amount or any portion of the Obligations, without first proceeding against any other Borrower or any other Person, or any security or collateral for the Obligations. During the existence of an Event of Default, Agent and each Lender shall have the exclusive right to determine the application of payments and credits, if any from any Borrower, any other Person or any security or collateral for the Obligations, on account of the Obligations or of any other liability of any Borrower to Agent or any Lender.

          Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other Borrower or any Guarantor, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section 2.13 and such waivers, Agent and Lenders would decline to enter into this Agreement.

          Notwithstanding anything to the contrary set forth in this Section 2.13, it is the intent of the parties hereto that the liability incurred by each Borrower in respect of the Obligations of the other Borrowers (and any Lien granted by each Borrower to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Borrower, Agent and each Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Borrower in respect of the Obligations of any other Borrower (or any Liens granted by such Borrower to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent

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Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Loan Documents shall automatically be deemed to have been amended accordingly.

SECTION 3. LOAN ADMINISTRATION.

          Borrowings under the credit facility established pursuant to Section 1 hereof shall be as follows:

     1.16.1. Loan Requests. A request for a Revolving Credit Loan shall be made, or shall be deemed to be made, in the following manner: (a) subject to the terms of Section 1.4, a Borrower may give Agent notice of its intention to borrow, in which notice such Borrower shall specify the amount of the proposed borrowing of a Revolving Credit Loan and the proposed borrowing date, which shall be a Business Day, no later than 11:00 a.m. (Chicago, Illinois time) on the proposed borrowing date (or in accordance with subsection 3.1.7, 3.1.8 or 3.1.9, as applicable, in the case of a request for a LIBOR Portion); and (b) the becoming due and payable of any amount required to be paid under this Agreement, or the Notes, whether as interest or for any other Obligation, shall be deemed irrevocably to be a request by a Borrower for a Revolving Credit Loan on the due date in the amount required to pay such interest or other Obligation in accordance with subsection 3.1.4.

     1.16.2. Disbursement. Each Borrower hereby irrevocably authorizes Agent to disburse the proceeds of each Loan requested, or deemed to be requested, pursuant to subsection 3.1.1 as follows: (i) the proceeds of each Revolving Credit Loan requested under subsection 3.1.1(a) shall be disbursed by Agent in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance with the terms of the written disbursement letter from Borrowers, and in the case of each subsequent borrowing, by wire transfer to such bank account as may be agreed upon by Borrowers and Agent from time to time (it being agreed and understood that such bank account may be any operating account of Borrowers, with no requirement that such amount that is disbursed to an operating account be deposited in a Dominion Account) or elsewhere if pursuant to a written direction from a Borrower and (ii) the proceeds of each Revolving Credit Loan deemed requested under subsection 3.1.1(b) shall be disbursed by Agent by way of direct payment of the relevant interest or other Obligation. If at any time any Loan is funded by Agent or Lenders in excess of the amount requested or deemed requested by a Borrower, such Borrower agrees to repay the excess to Agent immediately upon the earlier to occur of (a) such Borrower’s discovery of the error and (b) notice thereof to such Borrower from Agent or any Lender.

     1.16.3. Payment by Lenders. Promptly, and in no event later than 12:00 noon (Chicago time) on a proposed borrowing date, Agent shall give to each Lender written notice by facsimile, telex or cable of the receipt by Agent from a Borrower of any request for a Revolving Credit Loan. Each such notice shall specify the requested

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date and amount of such Revolving Credit Loan, whether such Revolving Credit Loan shall be subject to the LIBOR Option, and the amount of each Lender’s advance thereunder (in accordance with its applicable Revolving Loan Percentage). Each Lender shall, not later than 2:00 p.m. (Chicago time) on such requested date, wire to a bank designated by Agent the amount of that Lender’s Revolving Loan Percentage of the requested Revolving Credit Loan. The failure of any Lender to make the Revolving Credit Loans to be made by it shall not release any other Lender of its obligations hereunder to make its Revolving Credit Loan. Neither Agent nor any other Lender shall be responsible for the failure of any other Lender to make the Revolving Credit Loan to be made by such other Lender. The foregoing notwithstanding, Agent, in its sole discretion, may from its own funds make a Revolving Credit Loan on behalf of any Lender. In such event, the Lender on behalf of whom Agent made the Revolving Credit Loan shall reimburse Agent for the amount of such Revolving Credit Loan made on its behalf, on a weekly (or more frequent, as determined by Agent in its sole discretion) basis. In addition, Agent shall notify Lenders on a weekly (or more frequent, as determined by Agent in its sole discretion) basis regarding settlement of the Swingline Loans, and promptly following such notice, each Lender shall reimburse Agent (in accordance with its applicable Revolving Loan Percentage) for the amount of the Swingline Loans outstanding. On each such settlement date, Agent will pay to each Lender the net amount owing to such Lender in connection with such settlement, including without limitation amounts relating to Loans, fees, interest and other amounts payable hereunder. The entire amount of interest attributable to such Revolving Credit Loan for the period from the date on which such Revolving Credit Loan was made by Agent on such Lender’s behalf until Agent is reimbursed by such Lender, shall be paid to Agent for its own account.

     1.16.4. Authorization. Each Borrower hereby irrevocably authorizes Agent, in Agent’s sole discretion, to advance to Neenah or another Borrower, and to charge to the appropriate Borrower’s Loan Account hereunder as a Revolving Credit Loan (which shall be a Base Rate Portion), a sum sufficient to pay all interest accrued on the Obligations during the immediately preceding month, to pay all regularly scheduled payments of principal and mandatory prepayments of principal due and payable at any time and to pay all fees, costs and expenses and other Obligations due and payable at any time by Borrowers to Agent or any Lender hereunder.

     1.16.5. Letter of Credit and LC Guaranty Requests. A request for a Letter of Credit or LC Guaranty shall be made in the following manner: a Borrower shall give Agent and Bank (or, if the same is to be issued by a Letter of Credit Issuer, Agent and such Letter of Credit Issuer) a written notice of its request for the issuance of a Letter of Credit or LC Guaranty, not later than 11:00 a.m. (Chicago, Illinois time), at least one Business Day before the proposed issuance date thereof, in which notice such Borrower shall specify the proposed issuer, issuance date and format and wording for the Letter of Credit or LC Guaranty being requested (which shall be satisfactory to Agent and the Person being asked to issue such Letter of Credit or LC Guaranty).

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Such request shall be accompanied by an executed application and reimbursement agreement in form and substance satisfactory to Agent and the Person being asked to issue the Letter of Credit or LC Guaranty, as well as any required corporate resolutions or other documents reasonably requested by Agent or the Person being asked to issue the Letter of Credit or LC Guaranty. In the event of any inconsistency or conflict between any such application and reimbursement agreement between a Borrower and the Person issuing a Letter of Credit or LC Guaranty, and this Agreement, the terms and provisions of this Agreement shall govern and control.

     1.16.6. Method of Making Requests. As an accommodation to Borrowers, unless a Default or an Event of Default is then in existence, (i) Agent shall permit telephonic or electronic requests for Revolving Credit Loans to Agent, (ii) Agent and Bank, or a Letter of Credit Issuer, as applicable, may, in their discretion, permit electronic transmittal of requests for Letters of Credit and LC Guaranties to them, and (iii) Agent may, in Agent’s discretion, permit electronic transmittal of instructions, authorizations, agreements or reports to Agent. Unless a Borrower specifically directs Agent, Bank or a Letter of Credit Issuer, as applicable in writing not to accept or act upon telephonic or electronic communications from such Borrower (which direction shall only be applicable to the Persons who have received the same in writing), neither Agent, Bank, any Letter of Credit Issuer, nor any Lender shall have any liability to any Borrower for any loss or damage suffered by any Borrower as a result of Agent’s, Bank’s or a Letter of Credit Issuer’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Agent, Bank or a Letter of Credit Issuer by any Borrower (except for any such loss or damage resulting from Agent’s, Bank’s or any Letter of Credit Issuer’s gross negligence or willful misconduct), and neither Agent, Bank nor any Letter of Credit Issuer shall have any duty to verify the origin of any such communication or the authority of the Person sending it. Each telephonic request for a Letter of Credit or LC Guaranty accepted by Agent, Bank or a Letter of Credit Issuer, as applicable, hereunder shall be promptly followed by a written confirmation of such request from the applicable Borrower to Agent and Bank or such Letter of Credit Issuer, if applicable.

     1.16.7. LIBOR Portions. In the event a Borrower desires to obtain a LIBOR Portion, such Borrower shall give Agent a LIBOR Request no later than 11:00 a.m. (Chicago, Illinois time) on the third Business Day prior to the requested borrowing date; provided, that neither Agent nor any Lender shall be obligated to honor such request if a Default or Event of Default exists as of the date of the LIBOR Request or as of the first day of the Interest Period for the requested LIBOR Portion. Each LIBOR Request shall be irrevocable and binding on Borrowers. In no event shall Borrowers be permitted to have outstanding at any one time LIBOR Portions with more than seven (7) different Interest Periods.

     1.16.8. Conversion of Base Rate Portions. Provided that as of both the date of the LIBOR Request and the first day of the Interest Period, no Default or Event of

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Default exists, a Borrower may, on any Business Day, convert any Base Rate Portion of such Borrower into a LIBOR Portion. If a Borrower desires to convert a Base Rate Portion, such Borrower shall give Agent a LIBOR Request no later then 11:00 a.m. (Chicago, Illinois time) on the third Business Day prior to the requested conversion date. After giving effect to any conversion of Base Rate Portions to LIBOR Portions, Borrowers shall not be permitted to have outstanding at any one time LIBOR Portions with more than seven (7) different Interest Periods.

     1.16.9. Continuation of LIBOR Portions. Provided that as of both the date of the LIBOR Request and the first day of the Interest Period, no Default or Event of Default exists, a Borrower may, on any Business Day, continue any LIBOR Portions of such Borrower into a subsequent Interest Period of the same or a different permitted duration. If a Borrower desires to continue a LIBOR Portion, such Borrower shall give Agent a LIBOR Request no later than 11:00 a.m. (Chicago, Illinois time) on the second Business Day prior to the requested continuation date. After giving effect to any continuation of LIBOR Portions, Borrowers shall not be permitted to have outstanding at any one time LIBOR Portions with more than seven (7) different Interest Periods. If a Borrower shall fail to give timely notice of its election to continue any LIBOR Portion or portion thereof as provided above, or if such continuation shall not be permitted, such LIBOR Portion or portion thereof, unless such LIBOR Portion shall be repaid, shall automatically be converted into a Base Rate Portion at the end of the Interest Period then in effect with respect to such LIBOR Portion.

     1.16.10. Inability to Make LIBOR Portions. Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection 3.1.10, the term “Lender” shall include the office or branch where such Lender or any corporation or bank then controlling such Lender makes or maintains any LIBOR Portions) to make or maintain its LIBOR Portions, or if with respect to any Interest Period, Agent is unable to determine the LIBOR relating thereto, or adverse or unusual conditions in, or changes in applicable law relating to, the London interbank market make it, in the reasonable judgment of Agent, impracticable to fund therein any of the LIBOR Portions, or make the projected LIBOR unreflective of the actual costs of funds therefor to any Lender, the obligation of Agent and Lenders to make or continue LIBOR Portions or convert Base Rate Portions to LIBOR Portions hereunder shall forthwith be suspended during the pendency of such circumstances and the applicable Borrower shall, if any affected LIBOR Portions are then outstanding, promptly upon request from Agent, convert such affected LIBOR Portions into Base Rate Portions.

     1.17. Payments.

          Except where evidenced by notes or other instruments issued or made by one or more Borrowers to any Lender and accepted by such Lender specifically containing payment instructions that are in conflict with this Section 3.2 (in which case the conflicting provisions of

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said notes or other instruments shall govern and control), the Obligations shall be payable as follows:

     1.17.1. Principal.

     Principal on account of Revolving Credit Loans shall be payable by Borrowers to Agent for the ratable benefit of Lenders immediately upon the earliest of (i) at any time when a Dominion Period is in effect, the receipt by Agent or any Borrower of any proceeds of any of the Collateral (except as otherwise provided herein), including without limitation as required pursuant to subsections 3.3.1 and 6.2.4, to the extent of said proceeds, subject to Borrowers’ rights to reborrow such amounts in compliance with subsection 1.1.1 hereof, (ii) the acceleration of the Revolving Credit Loans in accordance with the terms of Section 10.2, (iii) subject to the provisions of subsection 1.1.2 and the proviso to this subsection 3.2.1, at all times that the calculations set forth in subsection 1.1.1 reflect a negative amount, to the extent of such amount on demand by Agent or Majority Lenders therefor, or (iv) termination of this Agreement pursuant to Section 4 hereof; provided, however, that, if an Overadvance shall exist at any time, Borrowers shall, on demand therefor (or, in the case of an Overadvance caused by, and created at the time of, Agent’s establishment of a new reserve or a new eligibility criterion, within 5 days of demand therefor), jointly and severally repay the Overadvance. Each payment (including principal prepayment) by a Borrower on account of principal of the Revolving Credit Loans shall be applied first to Base Rate Portions and then to LIBOR Portions.

     1.17.2. Interest.

     (i) Base Rate Portion. Interest accrued on Base Rate Portions shall be due and payable on the earliest of (1) the first calendar day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month, (2) the acceleration of such Base Rate Portion in accordance with the terms of Section 10.2 or (3) termination of this Agreement pursuant to Section 4 hereof.

     (ii) LIBOR Portion. Interest accrued on each LIBOR Portion shall be due and payable on each LIBOR Interest Payment Date and on the earlier of (1) the acceleration of such LIBOR Portion in accordance with the terms of Section 10.2 or (2) termination of this Agreement pursuant to Section 4 hereof.

     1.17.3. Costs, Fees and Charges. Costs, fees and charges payable pursuant to this Agreement shall be jointly and severally payable by Borrowers to Agent, as and when provided in Section 2 or Section 3 hereof, as applicable to Agent or a Lender, as applicable, or to any other Person designated by Agent or such Lender in writing.

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     1.17.4. Other Obligations. The balance of the Obligations (other than unasserted contingent indemnity obligations) requiring the payment of money, if any, shall be jointly and severally payable by Borrowers to Agent for distribution to Lenders, as appropriate, as and when provided in this Agreement, the Other Agreements or the Security Documents, or on demand, whichever is later.

     1.17.5. Prepayment of/Failure to Borrow LIBOR Portions. Borrowers may prepay a LIBOR Portion only upon at least three (3) Business Days prior written notice to Agent (which notice shall be irrevocable). Subject to the terms of subsection 3.3.4, in the event of (i) the payment of any principal of any LIBOR Portion other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (ii) the conversion of any LIBOR Portion other than on the last day of the Interest Period applicable thereto, or (iii) the failure to borrow, convert, continue or prepay any LIBOR Portion on the date specified in any notice delivered pursuant hereto, then, in any such event, Borrowers shall compensate each Lender for the actual loss, cost and expense incurred by such Lender that is attributable to such event, together with any normal, reasonable and customary administrative charges applicable thereto.

     1.18. Mandatory and Optional Prepayments.

     1.18.1. Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for dispositions of assets permitted by subsection 8.2.9(ii) and dispositions in accordance with this Agreement of assets that are subject to a Lien permitted by subsection 8.2.5(iv) (in each case, the proceeds of which shall, at any time when a Dominion Period is in effect, be applied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments), if any Borrower or any of its Subsidiaries sells any of the Collateral or if any of the Collateral is lost, damaged or destroyed or taken by condemnation, at any time when a Dominion Period is in effect, the applicable Borrower shall, unless otherwise agreed by Majority Lenders, pay to Agent for the ratable benefit of Lenders as and when received by such Borrower or such Subsidiary and as a mandatory prepayment of the Loans, as herein provided, a sum equal to the proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or event) received by such Borrower or such Subsidiary from such sale, loss, damage, destruction or condemnation.

          Prepayments pursuant to this subsection 3.3.1 shall, subject to the third sentence of subsection 3.4.1, be applied first, to Agent’s costs and expenses relating to the relevant transaction, and second, to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments (it being understood that prepayments required to be made pursuant to subsection 3.3.3 shall also be applied as set forth in this sentence). In addition, if the Collateral subject to such sale, loss, damage, destruction or condemnation consists of Eligible Accounts, Eligible Extended Municipal Accounts, Eligible Extra Extended Municipal Accounts, Eligible Inventory or Eligible Patterns and Core Boxes, such prepayment shall be

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specifically applied against the portion of the Borrowing Base predicated on such Collateral.

          Notwithstanding anything to the contrary set forth in this subsection 3.3.1, if with respect to any disposition, loss, damage, destruction or condemnation of Property that constitutes “Noteholder Priority Collateral” under and as defined in the Secured Bond Intercreditor Agreement, Borrowers use the proceeds thereof to permanently reduce the outstanding principal balance of, and/or pay accrued and unpaid interest, costs and expenses relating to, the Secured Bonds, Borrowers shall not be obligated to make any prepayment of the Loans otherwise required by this subsection 3.3.1 with respect to such proceeds. In addition, the provisions of this subsection 3.3.1 shall be subject to the terms and conditions of the Secured Bond Intercreditor Agreement and, in the event of any conflict between the application of proceeds contemplated by this subsection 3.3.1 and the application of such proceeds provided for under the Secured Bond Intercreditor Agreement, the Secured Bond Intercreditor Agreement shall govern and control.

          Nothing in this subsection 3.3.1 shall be construed to constitute Agent’s or any Lender’s consent to the consummation of any disposition or other transaction that is not otherwise permitted by another provision of this Agreement (including, without limitation, subsection 8.2.9 hereof) or another Loan Document.

          1.18.2. Proceeds from Issuance of Additional Indebtedness or Equity. If a Dominion Period is in effect and Ultimate Parent, Parent or any Borrower issues any additional Indebtedness or issues any additional equity for cash (other than equity (including stock options) issued to officers and employees in connection with incentive plans, equity resulting in proceeds used to make Capital Expenditures and equity resulting in proceeds used to consummate a Permitted Acquisition, in each case to the extent that the proceeds of such equity are promptly used as consideration for all or a portion of the purchase price for such Capital Expenditure or Permitted Acquisition), Borrowers shall pay to Agent for the ratable benefit of Lenders, when and as received by Ultimate Parent, Parent or any Borrower and as a mandatory prepayment of the Obligations, a sum equal to 50% of the net proceeds to Ultimate Parent, Parent or such Borrower of the issuance of such Indebtedness or equity; provided, that the foregoing shall not apply in connection with an issuance of Indebtedness or equity to a Person that is a Related Person of a Borrower. Any such prepayment shall be applied to the Loans in the manner specified in the second sentence of subsection 3.3.1 until payment thereof in full.

          1.18.3. Other Mandatory Prepayments. At any time when a Dominion Period is in effect, if any Borrower or any Subsidiary receives any cash proceeds from any tax refunds actually received, indemnity payments or pension plan reversions, Borrowers shall jointly and severally pay to Agent for the benefit of Lenders, when and as received by such Borrower or such Subsidiary, and as a mandatory prepayment of the Obligations, a sum equal to 100% of such proceeds of such tax refund, indemnity payment or pension plan reversions. Any such prepayment shall be

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applied to the Obligations in the manner specified in the second sentence of subsection 3.3.1 until payment thereof in full.

          1.18.4. LIBOR Portions. If the application of any payment made in accordance with the provisions of this Section 3.3 at a time when no Event of Default has occurred and is continuing would result in termination of a LIBOR Portion prior to the last day of the Interest Period for such LIBOR Portion, the amount of such prepayment shall not be applied to such LIBOR Portion, but will, at Borrowers’ option, be held by Agent in a non-interest bearing account at a Lender or another bank satisfactory to Agent in its discretion, which account is in the name of Agent and from which account only Agent can make any withdrawal, in each case to be applied as such amount would otherwise have been applied under this Section 3.3 at the earlier to occur of (i) the last day of the relevant Interest Period or (ii) the occurrence of a Default or an Event of Default.

          1.18.5. [Intentionally Omitted]

          1.18.6. Optional Reductions of Revolving Loan Commitments. Borrowers may, at their option from time to time upon not less than 3 Business Days’ prior written notice to Agent, terminate in whole or permanently reduce ratably in part, the unused portion of the Revolving Loan Commitments, provided, however, that (i) each such partial reduction shall be in an amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof and (ii) unless the Agreement is terminated pursuant to subsection 4.2.2, the aggregate of all optional reductions to the Revolving Credit Commitments may not exceed $30,000,000 during the Term. Except for charges under subsection 3.2.5 applicable to prepayments of LIBOR Portions, such prepayments shall be without premium or penalty.

          1.19. Application of Payments and Collections.

          1.19.1. Collections. All items of payment received by Agent in immediately available funds by 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on the following Business Day. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise (including, without limitation, as authorized under subsection 3.3.3 and under subsection 6.1.2), a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrowers, but shall be disbursed to a Borrower or otherwise at a Borrower’s direction in the manner set forth in subsection 3.1.2, upon a Borrower’s request at any time, so long as no Event of Default then exists (it being acknowledged and agreed that such Borrower may direct the disbursement of such credit balance to an operating account, with no requirement that such amount that is disbursed to such operating account be deposited in a Dominion Account). Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.

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          1.19.2. Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, including without limitation all amounts deposited in a Dominion Account, shall be applied, ratably, subject to the provisions of this Agreement and whether or not an Event of Default exists, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrower; second, to pay interest due from Borrowers in respect of all Loans, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof); sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and seventh, to pay any amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

          1.20. All Loans to Constitute One Obligation.

          The Loans, Letters of Credit and LC Guarantees shall constitute one general joint and several Obligation of Borrowers, and shall be secured by Agent’s Lien upon all of the Collateral.

          1.21. Loan Account.

          Agent shall enter all Loans as debits to one or more loan accounts (each, a “Loan Account”) and shall also record in the Loan Account all payments made by or on behalf of each Borrower on any Obligations and all proceeds of Collateral which are finally paid to Agent, and may record therein, in accordance with customary accounting practice, other debits and credits, including interest and all charges and expenses properly chargeable to each Borrower.

          1.22. Statements of Account.

          Agent will account to Borrowers monthly with a statement of Loans, charges and payments made pursuant to this Agreement during the immediately preceding month, and such account rendered by Agent shall be deemed final, binding and conclusive upon Borrowers

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absent demonstrable error unless Agent is notified by Borrowers in writing to the contrary within 90 days of the date each accounting is received by Borrowers. Such notice shall only be deemed an objection to those items specifically objected to therein.

          1.23. Increased Costs.

          If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law, but if not having the force of law, being a guideline or directive with which such Lender is accustomed to comply) adopted or implemented after the date of this Agreement and having general applicability to all banks or finance companies within the jurisdiction in which any Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any governmental authority charged with the interpretation or application thereof, or the compliance of such Lender therewith, shall:

     (i) (1) subject such Lender to any United States taxes with respect to this Agreement (other than (a) any tax based on or measured by net income or otherwise in the nature of a net income tax, including, without limitation, any franchise tax or any similar tax based on capital, net worth or comparable basis for measurement and (b) any tax collected by a withholding on payments and which neither is computed by reference to the net income of the payee nor is in the nature of an advance collection of a tax based on or measured by the net income of the payee) or (2) change the basis of taxation of payments to such Lender of principal, fees, interest or any other amount payable hereunder or under any Loan Documents (other than in respect of (a) any tax based on or measured by net income or otherwise in the nature of a net income tax, including, without limitation, any franchise tax or any similar tax based on capital, net worth or comparable basis for measurement and (b) any tax collected by a withholding on payments and which neither is computed by reference to the net income of the payee nor is in the nature of an advance collection of a tax based on or measured by the net income of the payee; provided, that in either case the Lender shall have complied with the requirements of Section 2.12.2 to the extent applicable to such Lender);

     (ii) impose, modify or hold applicable any reserve (except any reserve taken into account in the determination of the applicable LIBOR), special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of such Lender, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or

     (iii) impose on such Lender or the London interbank market any other condition with respect to any Loan Document;

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and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining Loans hereunder or the result of any of the foregoing is to reduce the rate of return on such Lender’s capital as a consequence of its obligations hereunder, or the result of any of the foregoing is to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Loans, then, in any such case, Borrowers shall jointly and severally pay such Lender, upon demand and certification not later than sixty (60) days following its receipt of notice of the imposition of such increased costs, such additional amount as will compensate such Lender for such additional cost or such reduction, as the case may be, to the extent such Lender has not otherwise been compensated, with respect to a particular Loan, for such increased cost as a result of an increase in the Base Rate or the LIBOR. An officer of the applicable Lender shall reasonably determine the amount of such additional cost or reduced amount using reasonable averaging and attribution methods and shall certify the amount of such additional cost or reduced amount to Borrowers, which certification shall include a written explanation of such additional cost or reduction to Borrowers. Such certification shall be conclusive absent manifest error. If a Lender claims any additional cost or reduced amount pursuant to this Section 3.8, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different lending office (and update the Register, as applicable) or to file any certificate or document reasonably requested by Borrowers, or take any other action requested by Borrowers that is not inconsistent with such Lender’s internal policies, if the making of such designation or filing or the taking of such action would avoid the need for, or reduce the amount of, any such additional cost or reduced amount and would not in good faith, in the sole reasonable discretion of such Lender, be otherwise disadvantageous to such Lender.

          1.24. Basis for Determining Interest Rate Inadequate.

          In the event that Agent or any Lender shall have determined that:

     (i) reasonable means do not exist for ascertaining the LIBOR for any Interest Period; or

     (ii) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank market with respect to a proposed LIBOR Portion, or a proposed conversion of a Base Rate Portion into a LIBOR Portion; then

Agent or such Lender shall give Borrowers prompt written, telephonic or electronic notice of the determination of such effect. If such notice is given, (i) any such requested LIBOR Portion shall be made as a Base Rate Portion, unless Borrowers shall notify Agent no later than 10:00 a.m. (Chicago, Illinois time) three (3) Business Days prior to the date of such proposed borrowing that the request for such borrowing shall be canceled or made as an unaffected type of LIBOR Portion, and (ii) any Base Rate Portion which was to have been converted to an affected type of LIBOR Portion shall be continued as or converted into a Base Rate Portion, or, if Borrowers shall notify Agent, no later than 10:00 a.m. (Chicago, Illinois time) three (3) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Portion.

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          1.25. Sharing of Payments, Etc.

          If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Loan made by it in excess of its ratable share of payments on account of Loans made by all Lenders, such Lender shall forthwith purchase from each other Lender such participation in such Loan as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each other Lender; provided, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lenders the purchase price to the extent of such recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 3.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of each Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, all purchases and repayments to be made under this Section 3.10 shall be made through Agent.

          1.26. Optional Prepayment/Replacement of Lenders.

          If (a) Borrowers are required to pay increased sums to a particular Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions pursuant to subsection 3.1.10 or Section 3.9, (c) a particular Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto that has been requested by Borrowers and approved by Majority Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, an “Affected Lender”), Borrowers may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain a Replacement Lender that will refinance all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment hereunder within one hundred twenty (120) days following notice of Borrowers’ intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.1, provided that Borrowers have reimbursed such Affected Lender for (1) any fees owing by such Affected Lender under subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder through the date of such sale and assignment.

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SECTION 4. TERM AND TERMINATION

          Subject to the right of Lenders to cease making Loans to Borrowers during the continuance of any Default or Event of Default, this Agreement shall be in effect through and including December 31, 2011 (the “Term”), unless terminated as provided in Section 4.2 hereof.

     1.27. Termination.

     1.27.1. Termination by Lenders. Agent may, and at the direction of Majority Lenders shall, terminate this Agreement upon notice during the continuance of an Event of Default.

     1.27.2. Termination by Borrowers. Upon at least 10 days prior written notice to Agent and Lenders, Borrowers may, at their option, terminate this Agreement; provided, however, no such termination shall be effective until Borrowers have paid or collateralized to Agent’s reasonable satisfaction all of the Obligations (other than unasserted contingent indemnity obligations) in immediately available funds, all Letters of Credit and LC Guaranties have expired, terminated or have been cash collateralized (in an amount equal to 105% of the LC Amount) to Agent’s reasonable satisfaction and Borrowers have complied with subsection 3.2.5. Without limiting Borrowers’ right to reduce the amount of the Revolving Loan Commitments pursuant to subsection 3.3.6, Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

     1.27.3. Effect of Termination. All of the Obligations shall be immediately due and payable upon the termination date stated in any notice of termination of this Agreement. All undertakings, agreements, covenants, warranties and representations of Borrowers contained in the Loan Documents shall survive any such termination and Agent shall retain its Liens in the Collateral and Agent and each Lender shall retain all of its rights and remedies under the Loan Documents notwithstanding such termination until Borrowers have paid or collateralized to Agent’s reasonable satisfaction all of the Obligations (other than unasserted contingent indemnity obligations) in immediately available funds, all Letters of Credit and LC Guaranties have expired, terminated or have been cash collateralized (in an amount equal to 105% of the LC Amount) to Agent’s reasonable satisfaction and Borrowers have complied with subsection 3.2.5; and, upon such payments and other events having occurred, Agent’s Liens on the Collateral shall terminate (other than Collateral specifically retained to collateralize outstanding Obligations) and Agent shall, at the expense of Borrowers, execute and deliver any and all termination statements, releases and other documents reasonably requested by Borrowers to evidence such termination. Notwithstanding the foregoing, Agent shall not be required to terminate its Liens in the Collateral unless, solely to the extent necessary to protect against any loss or damage Agent may incur as a result of dishonored checks or other returned items of payment received by Agent from any Borrower or any Account Debtor and applied to the Obligations, Agent shall, at its option, (i) have received a written

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agreement reasonably satisfactory to Agent, executed by Borrowers and by any Person whose loans or other advances to any Borrower are used in whole or in part to satisfy the Obligations, indemnifying Agent and each Lender from any such loss or damage or (ii) have retained cash Collateral or other Collateral for such period of time as Agent, in its reasonable discretion, may deem necessary to protect Agent and each Lender from any such loss or damage.

SECTION 5. SECURITY INTERESTS

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder, are subject to the limitations and provisions of the Intercreditor Agreement dated as of December 29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Agent, The Bank of New York Trust Company, N.A., Neenah and the Subsidiaries of Neenah party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.

          To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Borrower hereby grants to Agent for the benefit of itself and each Lender (and hereby reaffirms its prior grant, pursuant to the terms of the Original Loan Agreement, to Agent for the benefit of itself and each Lender, of) a continuing Lien upon all of such Borrower’s assets, including all of the following Property and interests in Property of such Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:

          (i) Accounts;

          (ii) Certificated Securities;

          (iii) Chattel Paper;

          (iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;

          (v) Contract Rights;

          (vi) Deposit Accounts;

          (vii) Documents;

          (viii) Equipment;

          (ix) Financial Assets;

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          (x) Fixtures;

          (xi) General Intangibles, including Payment Intangibles and Software;

          (xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;

          (xiii) Instruments;

          (xiv) Intellectual Property;

          (xv) Inventory;

          (xvi) Investment Property;

          (xvii) money (of every jurisdiction whatsoever);

          (xviii) Letter-of-Credit Rights;

          (xix) Payment Intangibles;

          (xx) Security Entitlements;

          (xxi) Software;

          (xxii) Supporting Obligations;

          (xxiii) Uncertificated Securities; and

          (xxiv) to the extent not included in the foregoing, all other personal property of any kind or description;

together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided, that to the extent that the provisions of any lease, license, contract, permit, Document or Instrument expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof (unless such prohibition specifically excludes from its scope an assignment for collateral security purposes) or the grant of a Lien therein, (i) Agent will not enforce its Lien in the applicable Borrower’s rights under such lease, license, contract, permit, Document or Instrument (other than in respect of the Proceeds thereof) for so long as such prohibition continues, and (ii) to the extent a violation of any such prohibition caused by the Lien under this Section 5.1 would allow the counterparty to any such lease, license, contract, permit, Document or Instrument to terminate the same under applicable law, then such lease, license, contract, permit, Document or Instrument (other than in respect of the Proceeds thereof) shall not constitute Collateral for so long as such prohibition continues; it

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being understood that upon request of Agent, such Borrower will in good faith use reasonable efforts to obtain consent for the creation of a Lien in favor of Agent (and to Agent’s enforcement of such Lien) in any lease, license, contract, permit, Document or Instrument that prohibits any assignment thereof or the grant of a Lien therein; and provided, further, that no Lien is granted in any “intent to use” trademark applications until such time as a verified statement of use is filed.

     1.28. Other Collateral.

     1.28.1. Commercial Tort Claims. The applicable Borrower shall promptly notify Agent in writing upon having a Commercial Tort Claim that arises after the Closing Date against any third party and, upon request of Agent, promptly enter into an amendment to this Agreement and take such other action reasonably deemed necessary by Agent to give Agent a security interest in any such Commercial Tort Claim. Each Borrower represents and warrants that as of the date of this Agreement, to its knowledge, it does not have any Commercial Tort Claims.

     1.28.2. Other Collateral. The applicable Borrower shall (i) promptly notify Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof that consists of, Deposit Accounts, Investment Property or Letter-of-Credit Rights in (or relating to) an amount in excess of $250,000 or Electronic Chattel Paper in (or relating to) an amount in excess of $1,000,000 and, upon the request of Agent, promptly execute such other documents, and do such other acts or things deemed appropriate by Agent to deliver to Agent control with respect to such Collateral; (ii) promptly notify Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof that consists of, Documents or Instruments in (or relating to) an amount in excess of $250,000 and, upon the request of Agent, will promptly execute such other documents, and take such other action deemed appropriate by Agent to deliver to Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of Agent; (iii) promptly notify Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof that consists of, motor vehicles and other Goods subject to a certificate of title statute having an aggregate amount in excess of $250,000 and, upon the request of Agent, promptly deliver such certificates of title, execute such other documents, and do such other acts or things deemed appropriate by Agent to cause Agent to have a perfected security interest with respect to such Collateral; and (iv) with respect to any Collateral having a value in excess of $250,000 that is in the possession of a third party, other than Certificated Securities and Goods covered by a Document, obtain an acknowledgement from the third party that it is holding the Collateral for the benefit of Agent.

     1.29. Lien Perfection; Further Assurances.

          Each Borrower shall execute such instruments, assignments or documents as are necessary to perfect Agent’s Lien upon any of the Collateral and shall take such other action as

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may be required to perfect or to continue the perfection of Agent’s Lien upon the Collateral. Unless prohibited by applicable law, each Borrower hereby authorizes Agent to execute and file any such financing statement, including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Borrower or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 5.1, on such Borrower’s behalf. Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Agent’s request, each Borrower shall also promptly execute or cause to be executed and shall deliver to Agent any and all documents, instruments and agreements reasonably deemed necessary by Agent to give effect to or carry out the terms of the Loan Documents.

          1.30. Lien on Realty.

          The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages upon all real Property of each Borrower now or hereafter owned. Each Mortgage (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of Agent. Each Mortgage and Mortgage amendment, as applicable, shall be duly recorded, at Borrowers’ joint and several expense, in each office where such recording is required to constitute a fully perfected first Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent or Majority Lenders, the applicable Borrower shall deliver to Agent, at Borrowers’ joint and several expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, for the benefit of itself and the Lenders, on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Winneconne Avenue in Neenah, Wisconsin), subject only to those exceptions reasonably acceptable to Agent and its counsel. The applicable Borrower shall deliver to Agent such other documents, including, without limitation, as-built survey prints of the real Property, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Winneconne Avenue in Neenah, Wisconsin.

SECTION 6. COLLATERAL ADMINISTRATION

     1.30.1. Location of Collateral. All Collateral, other than Goods in transit, motor vehicles, Goods (other than Eligible Inventory) in the possession of employees in the ordinary course of business and other miscellaneous immaterial items of

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Collateral not having a value that exceeds $250,000 in the aggregate, will at all times be kept by a Borrower or one of its Subsidiaries, or a bailee, distributor, consignee, warehousemen or similar party of a Borrower or one of its Subsidiaries, at one or more of the business locations set forth in Exhibit 6.1.1 hereto, as updated by Borrowers providing prior written notice to Agent of any new location.

     1.30.2. Insurance of Collateral. Borrowers shall maintain and pay for insurance upon all Collateral wherever located and with respect to the business of each Borrower and each of its Subsidiaries, covering casualty, hazard, public liability, workers’ compensation, business interruption and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Agent. Borrowers shall deliver certified copies of such policies to Agent as promptly as practicable, with satisfactory lender’s loss payable endorsements, naming Agent (on behalf of the Lenders) as a loss payee, assignee or additional insured, as appropriate, as its interest may appear, showing only such other loss payees, assignees and additional insureds as are satisfactory to Agent and with respect to business interruption insurance, an executed collateral assignment thereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 10 days’ prior written notice to Agent in the event of cancellation of the policy for nonpayment of premium and not less than 30 days’ prior written notice to Agent in the event of cancellation of the policy for any other reason whatsoever and a clause specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower, any of its Subsidiaries or the owner of the Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Borrowers agree to deliver to Agent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies. At any time when a Dominion Period is in effect, all net proceeds of business interruption insurance (if any) of each Borrower and its Subsidiaries shall be remitted to Agent for application to the outstanding balance of the Revolving Credit Loans (subject to the third sentence of subsection 3.4.1).

     By its execution of this Agreement, Agent acknowledges that, as of the date hereof, the insurance coverages of Borrowers and its Subsidiaries and the insurance companies providing such coverages are satisfactory to Agent in its reasonable judgment.

     Unless Borrowers provide Agent with evidence of the insurance coverage required by this Agreement, Agent may purchase insurance at Borrowers’ joint and several expense to protect Agent’s interests in the Properties of each Borrower and its Subsidiaries. This insurance may, but need not, protect the interests of each Borrower and its Subsidiaries. The coverage that Agent purchases may not pay any claim that a Borrower or any Subsidiary of such Borrower makes or any claim that is made against a Borrower or any such Subsidiary in connection with said Property. Borrowers may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that Borrowers and their Subsidiaries have obtained insurance as required by this Agreement. If Agent purchases insurance, Borrowers will be jointly and severally

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responsible for the costs of that insurance, including interest and any other charges Agent may impose in connection with the placement of insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the Obligations. The costs of the insurance may be more than the cost of insurance that Borrowers and the Subsidiaries may be able to obtain on their own.

     1.30.3. Protection of Collateral. Neither Agent nor any Lender shall be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in Agent’s or any Lender’s actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at Borrowers’ sole risk.

     1.31. Administration of Accounts.

     1.31.1. Records, Schedules and Assignments of Accounts. Each Borrower shall keep accurate and complete records in all material respects of its Accounts and all payments and collections thereon and shall submit to Agent on such periodic basis as Agent shall reasonably request a sales and collections report for the preceding period, in form consistent with the reports currently prepared by such Borrower with respect to such information. Concurrently with the delivery of each Borrowing Base Certificate described in subsection 8.1.4, or more frequently as reasonably requested by Agent, from and after the date hereof, each Borrower shall deliver to Agent a detailed aged trial balance of all of its Accounts, specifying the names, addresses, face values, dates of invoices and due dates for each Account Debtor obligated on an Account so listed (“Schedule of Accounts”), and upon Agent’s request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment histories and present status reports relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as Agent shall reasonably request. During the continuance of an Event of Default, if requested by Agent, each Borrower shall execute and deliver to Agent formal written assignments of all of its Accounts weekly, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

     1.31.2. Discounts, Allowances, Disputes. If a Borrower grants any discounts, allowances or credits that are not shown on the face of the invoice for the Account involved, such Borrower shall report such discounts, allowances or credits, as the case may be, to Agent as part of the next required Schedule of Accounts.

     1.31.3. Account Verification. Any of Agent’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Agent, any designee of Agent or a Borrower, to verify the validity and amount of any Accounts by mail, telephone, electronic communication or otherwise; provided, that Agent shall conduct Account verifications with appropriate discretion in accordance with its customary practices and procedures solely to verify the validity and amounts of Accounts and, so

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long as no Event of Default has occurred and is continuing, (a) Agent shall provide Borrowers with at least 1 Business Day’s prior notice that Agent will be conducting Account verifications pursuant to this subsection 6.2.3 (it being understood that Agent shall have no duty to identify any of the specific Account Debtors to be contacted by Agent in connection therewith) and (b) Agent shall afford Borrowers the opportunity to have an observational role with respect to any Account verifications conducted pursuant to this subsection 6.2.3 (it being understood that Borrowers shall have no right to be an active participant with respect to any such Account verifications). Each Borrower shall cooperate with all reasonable requests of Agent in an effort to facilitate and promptly conclude any such verification process.

     1.31.4. Maintenance of Dominion Account. Each Borrower shall maintain a Dominion Account or Accounts pursuant to lockbox and blocked account arrangements acceptable to Agent with such banks as may be selected by such Borrower and be acceptable to Agent. Each Borrower shall issue to any such banks an irrevocable letter of instruction directing such banks to deposit all payments or other remittances received in the lockbox and blocked accounts to the Dominion Account. Each Borrower shall obtain the agreement by the applicable banks in favor of Agent to waive any recoupment, setoff rights, and any security interest in, or against, the funds so deposited. All funds deposited in the Dominion Account shall be available to Borrowers at their discretion unless a Dominion Period is in effect. If a Dominion Period is in effect, all funds in the Dominion Account shall (i) immediately become the property of Agent, for the ratable benefit of Lenders and (ii) be applied on account of the Obligations as provided in subsection 3.2.1. If a Dominion Event occurs at any time, Agent may, and, at the direction of Majority Lenders Agent, shall, send the appropriate notice to Borrowers to commence a Dominion Period. The provisions of this subsection 6.2.4 shall not apply to any collateral proceeds account that is established pursuant to and in accordance with the provisions of the Secured Bond Indenture for the purpose of holding only proceeds of “Noteholder Priority Collateral” under and as defined in the Secured Bond Intercreditor Agreement.

     1.31.5. Collection of Accounts, Proceeds of Collateral. Each Borrower agrees that all invoices rendered and other requests made by such Borrower for payment in respect of Accounts shall contain a written statement directing payment in respect of such Accounts to be paid to a lockbox or a blocked account established pursuant to subsection 6.2.4. To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for Agent in a manner that is consistent with the ordinary course of its business. All remittances received by each Borrower on account of Accounts, together with the proceeds of any other Collateral, shall be immediately deposited in kind in the Dominion Account and shall, at any time when a Dominion Period is in effect, be held by such Borrower until such deposit has occurred as trustee of an express trust on behalf of Agent (for its benefit and the benefit of the Lenders). Agent retains the right at all times after the occurrence and during the continuance of an Event of Default to notify Account

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Debtors that each Borrower’s Accounts have been assigned to Agent and to collect each Borrower’s Accounts directly in its own name, or in the name of Agent’s agent, and to charge the collection costs and expenses, including attorneys’ fees, jointly and severally to Borrowers.

     1.31.6. Taxes. If an Account includes a charge for any tax payable to any governmental taxing authority, Agent is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of any Borrower and to charge that Borrower for such tax, except for taxes that (i) are being actively contested in good faith and by appropriate proceedings and for which the applicable Borrower maintains reasonable reserves on its books and (ii) would not reasonably be expected to result in any Lien other than a Permitted Lien. In no event shall Agent or any Lender be liable for any taxes of any Borrower due and payable to any governmental taxing authority.

          1.32. Administration of Inventory.

          Each Borrower shall keep records of its Inventory which records shall be complete and accurate in all material respects. Each Borrower shall furnish to Agent Inventory reports concurrently with the delivery of each Borrowing Base Certificate described in subsection 8.1.4 or more frequently as reasonably requested by Agent, which reports will be in such format and detail as Agent shall reasonably request and shall include a current list of all locations of such Borrower’s Inventory. Each Borrower shall conduct a physical inventory no less frequently than annually and shall provide to Agent a report based on each such physical inventory promptly thereafter, together with such supporting information as Agent shall reasonably request.

          1.33. Administration of Equipment.

          Each Borrower shall keep records of its Equipment (including, without limitation, all Patterns and Core Boxes) which shall be complete and accurate in all material respects itemizing and describing the kind, type, quality, quantity and book value of its Equipment and all dispositions made in accordance with subsection 8.2.9 hereof, and each Borrower shall, and shall cause each of its Subsidiaries to, furnish Agent with a current schedule containing the foregoing information on at least an annual basis and more often during the continuance of an Event of Default if reasonably requested by Agent. In addition to the foregoing, each Borrower shall furnish to Agent reporting on Patterns and Core Boxes concurrently with the delivery of each Borrowing Base Certificate described in subsection 8.1.4 or more frequently as reasonably requested by Agent, which reporting will be in such format and detail as Agent shall reasonably request and shall include a current list of all locations of such Borrower’s Patterns and Core Boxes. Promptly after the request therefor by Agent, each Borrower shall deliver to Agent any and all evidence of ownership, if any, of any of its Equipment.

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          1.34. Payment of Charges.

          All amounts chargeable to any Borrower under Section 6 hereof shall be Obligations secured by all of the Collateral, shall be payable on demand and shall bear interest from the date such advance was made until paid in full at the rate applicable to Base Rate Portion from time to time.

SECTION 7. REPRESENTATIONS AND WARRANTIES

          To induce Agent and each Lender to enter into this Agreement and to make advances hereunder, each Borrower warrants, represents and covenants to Agent and each Lender that:

     1.34.1. Qualification. Each Borrower and each of its Subsidiaries is a corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Each Borrower and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in (a) as of the date hereof, each state or jurisdiction listed on Exhibit 7.1.1 hereto and (b) all states and jurisdictions in which the failure of such Borrower or any of its Subsidiaries to be so qualified would reasonably be expected to have a Material Adverse Effect.

     1.34.2. Power and Authority. Each Borrower and each of its Subsidiaries is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party. The execution, delivery and performance of this Agreement and each of the other Loan Documents have been duly authorized by all necessary corporate or other relevant action and do not and will not (i) require any consent or approval of the shareholders of such Borrower or any of the shareholders, partners or members, as the case may be, of any Subsidiary of such Borrower; (ii) contravene such Borrower’s or any of its Subsidiaries’ charter, articles or certificate of incorporation, partnership agreement, certificate of formation, by-laws, limited liability agreement, operating agreement or other organizational documents (as the case may be); (iii) violate, or cause such Borrower or any of its Subsidiaries to be in default under, any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award in effect having applicability to such Borrower or any of its Subsidiaries, the violation of which would reasonably be expected to have a Material Adverse Effect; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which such Borrower or any of its Subsidiaries is a party or by which it or its Property may be bound or affected, the breach of or default under which could reasonably be expected to have a Material Adverse Effect; or (v) result in, or require, the creation or imposition of any Lien (other than Permitted Liens) upon or with respect to any of the Property now owned or hereafter acquired by such Borrower or any of its Subsidiaries.

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     1.34.3. Legally Enforceable Agreement. This Agreement is, and each of the other Loan Documents when delivered under this Agreement will be, a legal, valid and binding obligation of each Borrower and each of its Subsidiaries party thereto, enforceable against it in accordance with its respective terms, subject to the effects of applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and equitable principles of general applicability (regardless of whether such enforceability is considered in a proceeding at law or in equity).

     1.34.4. Capital Structure. Exhibit 7.1.4 hereto states, as of the date hereof, (i) the correct name of each of the Subsidiaries of each Borrower, its jurisdiction of incorporation or organization and the percentage of its Voting Stock owned by such Borrower, (ii) the name of each Borrower’s and each of its Subsidiaries’ corporate or joint venture relationships and the nature of the relationship, (iii) the number, nature and holder of all outstanding Securities of each Borrower and the holder of Securities of each Subsidiary of such Borrower and (iv) the number of authorized, issued and treasury Securities of each Borrower. Each Borrower has good title to all of the Securities it purports to own of each of such Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Securities have been duly issued and are fully paid and non-assessable. As of the date hereof, there are no outstanding options to purchase, or any rights or warrants to subscribe for, or any commitments or agreements to issue or sell any Securities or obligations convertible into, or any powers of attorney relating to any Securities of any Borrower or any of its Subsidiaries. Except as set forth on Exhibit 7.1.4, as of the date hereof, there are no outstanding agreements or instruments binding upon any of any Borrower’s or any of its Subsidiaries’ partners, members or shareholders, as the case may be, relating to the ownership of its Securities.

     1.34.5. Names; Organization. As of the date hereof, within the last five years neither any Borrower nor any of its Subsidiaries has been known as or has used any legal, fictitious or trade names except those listed on Exhibit 7.1.5 hereto. Except as set forth on Exhibit 7.1.5, during the last 5 years neither any Borrower nor any of its Subsidiaries has been the surviving entity of a merger or consolidation or has acquired all or substantially all of the assets of any Person. As of the date hereof, each Borrower’s and each of its Subsidiaries’ state(s) of incorporation or organization, Type of Organization and Organizational I.D. Number is set forth on Exhibit 7.1.5. As of the date hereof, the exact legal name of each Borrower and each of its Subsidiaries is set forth on Exhibit 7.1.5.

     1.34.6. Business Locations; Agent for Process. Each Borrower’s and each of its Subsidiary’s chief executive office, location of books and records and other places of business are as listed on Exhibit 6.1.1 hereto, as updated from time to time by Borrowers in accordance with the provisions of subsection 6.1.1. During the preceding six-month period, neither any Borrower nor any of its Subsidiaries has had a principal place of business, chief executive office or location of tangible Collateral (except for miscellaneous immaterial items of Collateral not having a value that

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exceeds $250,000 in the aggregate), other than as listed on Exhibit 6.1.1. All tangible Collateral is kept by a Borrower and its Subsidiaries in accordance with subsection 6.1.1. Except for miscellaneous immaterial items of Collateral not having a value that exceeds $250,000 in the aggregate or as shown on Exhibit 6.1.1, as of the date hereof, no Inventory is stored with a bailee, distributor, warehouseman or similar party, nor is any Inventory consigned to any Person.

     1.34.7. Title to Properties; Priority of Liens. Each Borrower and each of its Subsidiaries has good, indefeasible and marketable title to and fee simple ownership of, or, to the extent relating to the leased location at 135 Church Street in Wheatland, Pennsylvania or at any leased property that involves rental payments exceeding $50,000 in the aggregate per fiscal year, valid leasehold interests in, all of its real Property, and good title to all of the Collateral and all of its other Property, in each case, free and clear of all Liens except Permitted Liens. Each Borrower and each of its Subsidiaries has paid or discharged all lawful claims that are due and payable which, if unpaid, would reasonably be expected to become a Lien against any of such Borrower’s or such Subsidiary’s Properties that is not a Permitted Lien. The Liens granted to Agent under Section 5 hereof are first priority Liens, subject only to Permitted Liens.

     1.34.8. Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by each Borrower with respect to any Account or Accounts. With respect to each of each Borrower’s Eligible Accounts, unless otherwise disclosed to Agent in writing:

     (i) It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment;

     (ii) It arises out of a completed, bona fide sale and delivery of goods (excluding any goods that constitute “Noteholder Priority Collateral” under and as defined in the Secured Bond Intercreditor Agreement) or rendition of services by such Borrower, in the ordinary course of its business and in accordance with the material terms and conditions of all purchase orders, contracts or other documents relating thereto and forming a part of the contract between such Borrower and the Account Debtor;

     (iii) It is for a liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent;

     (iv) There are no facts, events or occurrences which in any material way impair the validity or enforceability of any Eligible Accounts or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered or made available to Agent with respect thereto;

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     (v) To the best of such Borrower’s knowledge, the Account Debtor thereunder (1) had the capacity to contract at the time any contract or other document giving rise to the Eligible Account was executed and (2) such Account Debtor is Solvent; and

     (vi) To the best of such Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against the Account Debtor thereunder which would reasonably be expected to result in any material adverse change in such Account Debtor’s financial condition or the collectibility of such Account.

     1.34.9. [Intentionally Omitted].

     1.34.10. Financial Statements; Fiscal Year. The audited Consolidated and consolidating balance sheets of Neenah and Neenah’s Subsidiaries (including the accounts of all Borrowers and their respective Subsidiaries for the respective periods during which a Subsidiary relationship existed) as of September 30, 2005, and the related statements of income, changes in shareholders’ equity, and changes in financial position for the period ended on such date, have been prepared in accordance with GAAP, and present fairly in all material respects the financial positions of Neenah and Neenah’s Subsidiaries, taken as a whole, at such date and the results of the operations of Neenah and Neenah’s Subsidiaries, taken as a whole, as reflected in the balance sheets as of such date. The unaudited Consolidated and consolidating balance sheets of Neenah and Neenah’s Subsidiaries (including the accounts of all Borrowers and their respective Subsidiaries for the respective periods during which a Subsidiary relationship existed) as of November 30, 2006, and the related statements of income, changes in shareholder’s equity, and changes in financial position for the period ended on such date, have been prepared in accordance with GAAP (except for the absence of footnotes and subject to audit and year-end adjustments), and present fairly in all material respects the financial positions of Neenah and Neenah’s Subsidiaries, taken as a whole, at such date and the results of the operations of Neenah and Neenah’s Subsidiaries, taken as a whole, for such period. Since September 30, 2005, no Material Adverse Effect has occurred, it being understood that changes or events affecting general economic conditions, but not otherwise materially and adversely affecting the business, assets or financial condition of Borrowers’ and Borrowers’ Subsidiaries, shall not be considered a Material Adverse Effect for purposes of the foregoing. As of the date hereof, the fiscal year of Parent and each of its Subsidiaries ends on September 30 of each year.

     1.34.11. Full Disclosure. The financial statements referred to in subsection 7.1.10 hereof do not, nor does this Agreement, or any other written statement of any Borrower to Agent or any Lender contain any untrue statement of a material fact or omit a material fact necessary to make the statements contained therein or herein not misleading in light of the circumstances in which they were made. To the best of Borrowers’ knowledge after reasonable inquiry, there is no fact

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which any Borrower has failed to disclose to Agent or any Lender in writing which would reasonably be expected to have a Material Adverse Effect.

     1.34.12. Solvent Financial Condition. After giving effect to the initial Loans to be made and the initial Letters of Credit and LC Guaranties to be issued hereunder, the issuance of the Secured Bonds and the Subordinated Bonds and the consummation of the other transactions contemplated hereby, each of Ultimate Parent, Parent, Borrowers and the Subsidiaries of Borrowers will be Solvent on a consolidated basis (after giving effect to all rights of contribution and the like).

     1.34.13. Surety Obligations. Except as set forth on Exhibit 7.1.13, as of the date hereof, neither any Borrower nor any of its Subsidiaries is obligated as surety or indemnitor under any surety or similar bond or other contract issued for the benefit of any Person (including without limitation a Borrower or a Subsidiary of a Borrower) that in any case involves an amount exceeding $250,000, or has issued or entered into any agreement to assure payment, performance or completion of performance of any undertaking or obligation of any Person (including, without limitation, a Borrower or a Subsidiary of a Borrower) that in any case involves an amount exceeding $250,000, except as otherwise expressly permitted under subsection 8.2.3 hereof.

     1.34.14. Taxes. Each Borrower and each of its Subsidiaries has filed all applicable federal, state and local tax returns and other reports relating to taxes it is required by law to file, other than such returns and reports where the amounts due and payable as shown do not exceed $100,000 individually or $250,000 in the aggregate, and each Borrower and each of its Subsidiaries has paid when due and payable, or made provision for the payment of when due and payable, all taxes shown on its returns and all assessments, fees, levies and other governmental charges shown thereon or therein, other than taxes, assessments, fees, levies and other governmental charges that do not exceed $100,000 individually or $250,000 in the aggregate, unless and to the extent any thereof are being actively contested in good faith and by appropriate proceedings and each Borrower and each of its Subsidiaries maintains reasonable reserves on its books therefor. The provision for taxes on the books of each Borrower and its Subsidiaries is adequate for the current fiscal year.

     1.34.15. Brokers. Except as shown on Exhibit 7.1.15 hereto, there are no claims for brokerage commissions, finder’s fees or investment banking fees payable by any Borrower or any of its Subsidiaries in connection with the transactions contemplated by this Agreement, including, without limitation, the issuance of the Secured Bonds and the Subordinated Bonds.

     1.34.16. Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All

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patents, U.S. federally registered trademarks, U.S. federally registered service marks, U.S. federally registered trade names, U.S. federally registered copyrights, material licenses, and other material similar rights owned by a Borrower or a Subsidiary of a Borrower as of the date hereof (and not abandoned) are listed on Exhibit 7.1.16 hereto, as updated from time to time by notice to Agent. As of the date hereof, no claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of each Borrower and except as set forth on Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s or any of its Subsidiaries material Intellectual Property. Except as set forth on Exhibit 7.1.16, each Borrower’s and each of its Subsidiaries’ (i) material trademarks, service marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) neither any Borrower nor any of its Subsidiaries has any material license agreements. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Document, including without limitation, the exercise by Agent of any of its rights or remedies under Section 10, will not result in the termination or impairment of any of any Borrower’s or any of its Subsidiaries ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect.

     1.34.17. Governmental Consents. Except as disclosed on Exhibit 7.1.17, each Borrower and each of its Subsidiaries has, and is in good standing with respect to, all governmental consents, approvals, licenses, authorizations, permits, certificates, inspections and franchises necessary to continue to conduct its business as heretofore or proposed to be conducted by it and to own or lease and operate its Property as now owned or leased by it, except where the failure to obtain, possess or so maintain such rights, consents, approvals, licenses, authorizations, permits, certificates, inspections and franchises would not reasonably be expected to have a Material Adverse Effect.

     1.34.18. Compliance with Laws. Each Borrower and each of its Subsidiaries has duly complied, and its Property, business operations and leaseholds are in compliance with, the provisions of all federal, state and local laws, rules and regulations applicable to such Borrower or such Subsidiary, as applicable, its Property or the conduct of its business, except for such non-compliance as would not reasonably be expected to have a Material Adverse Effect, and there have been no citations, notices or orders of noncompliance issued to any Borrower or any of its Subsidiaries under any such law, rule or regulation, except where such noncompliance would not reasonably be expected to have a Material Adverse Effect or as disclosed on Exhibit 7.1.18. No Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended.

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     1.34.19. Restrictions. Neither any Borrower nor any of its Subsidiaries is a party or subject to any contract or agreement which by its terms limits the right or ability of such Borrower or such Subsidiary to incur Indebtedness, other than as set forth on Exhibit 7.1.19 hereto, none of which prohibit the execution of or compliance with this Agreement or the other Loan Documents by any Borrower or any of its Subsidiaries, as applicable.

     1.34.20. Litigation. Except as set forth on Exhibit 7.1.20 hereto, there are no actions, suits, proceedings or investigations pending, or to the knowledge of each Borrower, threatened, against or affecting any Borrower or any of its Subsidiaries, or the business, operations, Property, prospects, profits or condition of any Borrower or any of its Subsidiaries which, singly or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Neither any Borrower nor any of its Subsidiaries is in default with respect to any order, writ, injunction, judgment, decree or rule of any court, governmental authority or arbitration board or tribunal, which, singly or in the aggregate, would reasonably be expected to have a Material Adverse Effect, except as disclosed on Exhibit 7.1.20.

     1.34.21. No Defaults. No event has occurred and no condition exists which would, upon or after the execution and delivery of this Agreement or any Borrower’s performance hereunder, constitute a Default or an Event of Default. Neither any Borrower nor any of its Subsidiaries is in default in (and no event has occurred and no condition exists which constitutes, or which the passage of time or the giving of notice or both would constitute, a default in) the payment of any Indebtedness to any Person in excess of $500,000.

     1.34.22. Leases. Exhibit 7.1.22 hereto is a complete listing as of the date hereof of all capitalized and operating personal property leases of each Borrower and its Subsidiaries and all real property leases of each Borrower and its Subsidiaries, in each case having annual lease payments in excess of $150,000. Each Borrower and each of its Subsidiaries is not in breach or default under any of its respective capitalized and operating leases, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect or except as disclosed on Exhibit 7.1.22.

     1.34.23. Pension Plans. As of the date hereof, except as disclosed on Exhibit 7.1.23 hereto, neither any Borrower nor any of its Subsidiaries has any Plan. Each Borrower and each of its Subsidiaries is in compliance with the requirements of ERISA with respect to each Plan, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. No fact or situation that could reasonably be expected to result in a Material Adverse Effect exists in connection with any Plan. Except as disclosed on Exhibit 7.1.23 hereto, neither any Borrower nor any of its Subsidiaries has any withdrawal liability in connection with a Multiemployer Plan.

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     1.34.24. Trade Relations. There exists no actual or, to each Borrower’s knowledge, threatened termination, cancellation or limitation of, or any modification or change in, the business relationship between any Borrower or any of its Subsidiaries and any customer or any group of customers whose purchases individually or in the aggregate are material to the business of such Borrower and its Subsidiaries, or with any material supplier, except in each case, where the same could not reasonably be expected to have a Material Adverse Effect, and there exists no present condition or state of facts or circumstances which would prevent any Borrower or any of its Subsidiaries from conducting such business after the consummation of the transactions contemplated by this Agreement in substantially the same manner in which it has heretofore been conducted.

     1.34.25. Labor Relations. Except as described on Exhibit 7.1.25 hereto, as of the date hereof, neither any Borrower nor any of its Subsidiaries is a party to any collective bargaining agreement. Except as described on Exhibit 7.1.25 hereto, there are no material grievances, disputes or controversies with any union or any other organization of any Borrower’s or any of its Subsidiaries’ employees, or, to the best of Borrowers’ knowledge after reasonable inquiry, threats of strikes, work stoppages or any asserted pending demands for collective bargaining by any union or organization, except those that would not reasonably be expected to have a Material Adverse Effect.

     1.34.26. [Intentionally Omitted].

     1.34.27. Business Activity. As of the date hereof, neither Ultimate Parent, Parent nor any Inactive Subsidiary is engaged in any active operating business or incurs any Indebtedness, other than the ownership of the equity interests of Parent (in the case of Ultimate Parent) and Neenah (in the case of Parent), the ownership of the Ashland Parcel (in the case of Dalton — Ashland), the performance of the Obligations, the performance of the Indebtedness evidenced by the Secured Bonds and the Subordinated Bonds, the guaranty of Indebtedness incurred by a Borrower or an active Subsidiary, and the performance of its obligations under intercompany agreements and agreements with its shareholders that have been disclosed to Agent in writing.

          1.35. Continuous Nature of Representations and Warranties.

          Each representation and warranty contained in this Agreement and the other Loan Documents shall be deemed to have been remade at the time of each request for a Loan, Letter of Credit or LC Guaranty hereunder and at the time that any Loan is deemed to have been made under subsection 3.1.1. Each such request for a Loan, Letter of Credit or LC Guaranty (and the making of any Loan deemed to have been made under subsection 3.1.1) shall constitute a representation by Borrowers that such representations and warranties remain accurate, complete and not misleading at such time, except to the extent that such representations and warranties relate solely to an earlier date and except for changes in the nature of a Borrower’s or one of such Borrower’s Subsidiary’s business or operations that would render the information in

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any exhibit attached hereto or to any other Loan Document either inaccurate, incomplete or misleading, so long as Majority Lenders have consented to such changes, such changes are expressly permitted by this Agreement, or such changes have been indicated in an update to an Exhibit that has been made in accordance with subsection 8.1.12.

          1.36. Survival of Representations and Warranties.

          All representations and warranties of each Borrower contained in this Agreement or any of the other Loan Documents shall survive the execution, delivery and acceptance thereof by Agent and each Lender and the parties thereto and the closing of the transactions described therein or related thereto.

SECTION 8. COVENANTS AND CONTINUING AGREEMENTS

          During the Term, and thereafter for so long as there are any Obligations (other than unasserted contingent indemnity obligations) outstanding, Borrowers jointly and severally covenant that they shall:

     1.36.1. Visits and Inspections; Lender Meeting. Permit (i) representatives of Agent, and during the continuation of any Event of Default, any Lender, from time to time, as often as may be reasonably requested, but only during normal business hours, to visit and inspect the Properties of each Borrower and each of its Subsidiaries, inspect, audit and make extracts from its books and records, and discuss with its officers and its independent accountants, each Borrower’s and each of its Subsidiaries’ business, assets, liabilities, financial condition, business prospects and results of operations; provided that (a) unless an Event of Default is in existence, Borrowers shall not have a reimbursement obligation with respect to more than two such visits and inspections during any fiscal year, (b) Neenah shall be afforded the reasonable opportunity to be involved in any such discussions or communications with such independent accountants and (c) Agent and, to the extent applicable, Lenders, shall use their respective best efforts not to interfere with the business of any Borrower or any Subsidiary of a Borrower in conducting any such visits, inspections or discussions and (ii) appraisers engaged pursuant to Section 2.10 (whether or not personnel of Agent), from time to time, but only during normal business hours, to visit and inspect the Properties of each Borrower and each of its Subsidiaries, to the extent necessary to complete the appraisals that are specifically provided for under Section 2.10. Agent, if no Event of Default then exists, shall give the applicable Borrower reasonable prior notice of any such inspection or audit. Without limiting the foregoing, Borrowers will participate and will cause their key management personnel to participate in a meeting with Agent and Lenders once during each fiscal year (except that during the continuation of an Event of Default such meetings may be held more frequently as requested by Agent or Majority Lenders), which meeting(s) shall be held at such times at Neenah’s principal place of business as may be reasonably requested by Agent. It is agreed and understood that so long as no Event of Default has occurred and is continuing, a failure by Borrowers to comply with any reasonable request made pursuant to the terms of this subsection 8.1.1 shall not

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constitute a breach of this subsection 8.1.1 unless such failure has continued for more than 1 Business Day.

     1.36.2. Notices. Promptly notify Agent, any Letter of Credit Issuers and Lenders in writing of the occurrence of a Default or an Event of Default.

     1.36.3. Financial Statements. Keep, and cause each of its Subsidiaries, Ultimate Parent and Parent to keep, adequate records and books of account with respect to its business activities in which proper entries are made in accordance with customary accounting practices reflecting all its material financial transactions; and cause to be prepared and furnished to Agent (with Agent then promptly furnishing the same to the Lenders), the following, all to be prepared in accordance with GAAP applied on a consistent basis, unless Neenah’s certified public accountants concur in any change therein and such change is disclosed to Agent and is consistent with GAAP:

     (i) not later than 90 days after the close of each fiscal year of Neenah, unqualified (except for a qualification for a change in accounting principles with which the accountant concurs) audited financial statements of Neenah and Neenah’s Subsidiaries as of the end of such year, on a Consolidated and consolidating basis, certified by a firm of independent certified public accountants of recognized standing selected by Neenah but acceptable to Agent and, within a reasonable time thereafter a copy of any management letter issued in connection therewith;

     (ii) not later than 30 days after the end of each month hereafter, including the last month of each fiscal year of Neenah, unaudited interim financial statements of Neenah and Neenah’s Subsidiaries as of the end of such month and of the portion of the fiscal year then elapsed, on a Consolidated and consolidating basis, certified by the chief financial officer of Neenah as prepared in accordance with GAAP and fairly presenting in all material respects the financial position and results of operations of Neenah and Neenah’s Subsidiaries for such month and period subject only to changes from audit and year-end adjustments and except that such statements need not contain notes;

     (iii) together with each delivery of financial statements pursuant to clause (i) of this subsection 8.1.3, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. The information above shall be presented in reasonable detail and shall be certified by the chief financial officer of Neenah to the effect that such information fairly presents in all material respects the financial position and the results of operation of Neenah and Neenah’s Subsidiaries as of the dates and for the periods indicated;

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     (iv) promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports and copies of any regular, periodic and special reports or registration statements which Ultimate Parent, Parent, any Borrower or any Subsidiary of such Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange;

     (v) upon request of Agent, copies of any annual report to be filed pursuant to ERISA in connection with each Plan;

     (vi) not later than 120 days after the close of each fiscal year of Neenah, a written statement by Neenah’s independent public accountants stating whether, in connection with their audit examination, any Event of Default has come to their attention and, if such an Event of Default has come to their attention, specifying the nature and period of the existence thereof; provided, that if Neenah’s independent public accountants are unable to provide such written statement due to the existence of a rule, regulation or policy prohibiting such accountants from delivering such written statement, then the requirement to provide such written statement hereunder will not apply; and

     (vii) within a reasonably prompt time after request therefor, such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the Collateral or Ultimate Parent’s, Parent’s, any Borrower’s or any of its Subsidiaries’ financial position or results of operations.

               Concurrently with the delivery of the financial statements described in paragraph (i) and (ii) (but solely for the last month of each fiscal quarter of Borrowers) of this subsection 8.1.3, or more frequently if reasonably requested by Agent, Borrowers shall cause to be prepared and furnished to Agent a Compliance Certificate in the form of Exhibit 8.1.3 hereto executed by the Chief Financial Officer of Neenah (a “Compliance Certificate”) in such Person’s capacity as such.

     1.36.4. Borrowing Base Certificates. On or before the 15th day of each month from and after the date hereof, Borrowers shall deliver to Agent, in form acceptable to Agent, a Borrowing Base Certificate as of the last day of the immediately preceding month, with such supporting materials as Agent shall reasonably request which shall include, without limitation, a report of Eligible Inventory on a category-by-category basis and a location-by-location basis. If Borrowers deem it advisable, or if Agent or Majority Lenders so request at any time that Availability (as determined by Agent in its reasonable credit judgment) is less than $15,000,000, Borrowers shall execute and deliver to Agent Borrowing Base Certificates more frequently than monthly. Such Borrowing Base Certificates shall reflect all information for each Borrower on a Consolidated and consolidating basis.

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     1.36.5. Landlord, Processor and Storage Agreements. Provide Agent with copies of all agreements between any Borrower or any of its Subsidiaries and any landlord, processor, distributor, warehouseman or consignee which owns any premises at which any Collateral having a value in excess of $250,000 may, from time to time, be kept.

     1.36.6. Guarantor Financial Statements. Deliver or cause to be delivered to Agent financial statements, if any, for each Guarantor (to the extent not consolidated with the financial statements delivered to Agent under subsection 8.1.3) in form and substance satisfactory to Agent at such intervals and covering such time periods as Agent may request.

     1.36.7. Projections. Within thirty (30) days after the beginning of each fiscal year of Borrowers, deliver to Agent (with Agent then promptly furnishing the same to the Lenders) Projections of Neenah and Neenah’s Subsidiaries for such fiscal year, on a month-by-month basis and for the remaining portion of the Term, on a year-by-year basis (provided, that a Default (but not an Event of Default) arising solely due a breach of this subsection 8.1.7 shall not be used as a basis by Agent or any Lender to refuse to honor a request for a Loan hereunder that otherwise complies with the terms and conditions hereof).

     1.36.8. Subsidiaries. Cause each of its newly created domestic Subsidiaries, promptly upon Agent’s request therefor, to execute and deliver to Agent a Guaranty Agreement and a security agreement pursuant to which such domestic Subsidiary guaranties the payment of all Obligations and grants to Agent a first priority Lien (subject only to Permitted Liens) on all of its Properties (of the types, and subject to the exclusions, described in Section 5). Additionally, each Borrower and Parent shall execute and deliver to Agent a Pledge Agreement pursuant to which such Person grants to Agent a first priority Lien (subject only to Permitted Liens) with respect to all of the issued and outstanding Securities of each Subsidiary of such Person. In connection with the foregoing documentation, Borrowers shall also cause Agent to be provided with such legal opinions, certificates and corporate authority materials that Agent may reasonably request.

     1.36.9. Deposit and Brokerage Accounts. For each deposit account (other than payroll and trust accounts) or brokerage account that any Borrower at any time opens or maintains, such Borrower shall, pursuant to an agreement in form and substance reasonably satisfactory to Agent, cause the depository bank or securities intermediary, as applicable, to agree to comply at any time that an Event of Default has occurred and is continuing with instructions from Agent to such depository bank or securities intermediary, as applicable, directing the disposition of funds from time to time credited to such deposit or brokerage account to the Dominion Account (with respect to accounts covered by subsection 6.2.4) or to such other accounts as Agent may direct, without further consent of such Borrower. The provisions of this subsection 8.1.9 shall not apply to any collateral proceeds account that is established pursuant to and in accordance with the provisions of the Secured Bond Indenture for

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the purpose of holding only proceeds of “Noteholder Priority Collateral” under and as defined in the Secured Bond Intercreditor Agreement.

     1.36.10. Redemption of Remaining Subordinated Bonds (2003 Series). With respect to the Subordinated Bonds (2003 Series) that are not redeemed, exchanged or otherwise retired as of the Closing Date, (x) such Subordinated Bonds (2003 Series) shall be redeemed or otherwise retired in full on or before February 15, 2007 and (y) pending such redemption or retirement on or before February 15, 2007, funds shall be set aside by Borrowers, or reserves shall otherwise be established, in either case in a manner reasonably acceptable to Agent, for the purpose of effectuating such redemption or retirement on or before February 15, 2007.

     1.36.11. Intercompany Loans. Upon request by Agent from time to time, Borrowers shall provide Agent with written statements, with reasonable detail, of the current balances of the Intercompany Loans. At all times, Borrowers shall cause the Intercompany Loans to be evidenced by revolving promissory notes, in form and substance reasonably satisfactory to Agent, which notes are assigned to Agent as security for the Obligations.

     1.36.12. Updated Information. Promptly notify Agent in writing of (a) each state or jurisdiction in which any Borrower or any Subsidiary qualifies to do business after the date hereof, (b) the use by any Borrower or any Subsidiary of a legal, fictitious or trade name not listed on Exhibit 7.1.5 hereto, (c) any change after the date hereof in the tax identification number of any Borrower or any of its Subsidiaries, (d) any change after the date hereof in the list of surety obligations listed on Exhibit 7.1.13, (e) on a quarterly basis, the ownership by any Borrower or any Subsidiary of any registered patent, registered trademark, registered service mark, registered trade name, registered copyright, material license or other similar material rights not listed on Exhibit 7.1.16, (f) the assertion by any Person in writing of a claim against any Borrower or any Subsidiary that its use of its Intellectual Property or the conduct of its business does or may infringe upon the Intellectual Property rights of any third party, (g) any change after the date hereof in the list of capitalized and operating personal property leases and real property leases of any Borrower or any Subsidiary listed on Exhibit 7.1.22 hereto, (h) any change after the date hereof in the list of Plans listed on Exhibit 7.1.23 hereto and (i) any change after the date hereof in the list of collective bargaining agreements listed on Exhibit 7.1.25 hereto.

     1.36.13. Equipment. Keep the Equipment (including, without limitation, any Patterns and Core Boxes) of each Borrower and each Subsidiary of a Borrower in good operating condition and repair, reasonable wear and tear excepted; prevent any material Equipment of a Borrower or a Subsidiary of a Borrower from becoming affixed to any real Property leased to such Borrower or such Subsidiary such that an interest arises therein under the real estate laws of the applicable jurisdiction, unless the landlord of such real Property has executed a landlord waiver or leasehold mortgage in favor of and in form reasonably acceptable to Agent; and prevent any material Equipment of a Borrower or a Subsidiary of a Borrower from becoming an

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accession to any personal Property other than Equipment that is subject to first priority (except for Permitted Liens) Liens in favor of Agent.

          1.37. Negative Covenants.

          During the Term, and thereafter for so long as there are any Obligations (other than unasserted contingent indemnity obligations) outstanding, Borrowers jointly and severally covenant that they shall not:

     1.37.1. Mergers; Consolidations; Acquisitions; Structural Changes. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any Person; nor change its or any of its Subsidiaries’ state of incorporation or organization, Type of Organization or Organizational I.D. Number; nor change its or any of its Subsidiaries’ legal name; nor acquire, nor permit any of its Subsidiaries to acquire, all or any substantial part of the Properties of any Person, except for:

     (i) mergers of any wholly-owned Subsidiary of a Borrower into such Borrower or another wholly-owned Subsidiary of such Borrower;

     (ii) acquisitions of assets consisting of fixed assets or real property that constitute Capital Expenditures permitted under subsection 8.2.8;

     (iii) liquidations or dissolutions of Subsidiary Guarantors, so long as Agent has received prior written notice of any such liquidation or dissolution and any assets of any such Subsidiary Guarantor to be liquidated or dissolved have been transferred to a Borrower or to another Subsidiary Guarantor;

     (iv) Permitted Acquisitions;

     (v) mergers and consolidations permitted under subsection 8.2.9(iv)(B); and

     (vi) the Neenah Reorganization, if consummated, so long as all of the following conditions are satisfied: (a) the Neenah Reorganization is consummated on terms, and pursuant to documents, reasonably acceptable to Agent in all respects, and (b) if Neenah is reincorporated in the State of Delaware (“Reincorporated Neenah”) as part of the Neenah Reorganization, (i) Reincorporated Neenah succeeds to all of all of the obligations, liabilities, indebtedness and rights of Neenah (as currently incorporated in the State of Wisconsin) under this Agreement and each of the other Loan Documents, (ii) Reincorporated Neenah shall have executed and delivered to Agent such joinder and ratification documents as are reasonably requested by Agent to confirm that Reincorporated Neenah is subject to and bound by all of the terms and conditions of this Agreement and the other Loan Documents, (iii) Agent shall have received a certificate of an executive officer of Reincorporated Neenah that includes a section as to incumbency of officers and that attaches the final organizational documents for Reincorporated Neenah and the

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resolutions of the board of directors of Reincorporated Neenah as to the Loan Documents and the Obligations, which certificate, organizational documents and resolutions shall be reasonably acceptable to Agent in all respects, (iv) if requested, Agent shall have received an opinion of legal counsel to Reincorporated Neenah regarding Reincorporated Neenah and the Loan Documents by which such Reincorporated Neenah is becoming bound, which legal opinion shall be reasonably acceptable to Agent in all respects and (v) Agent shall have received such other documents as are reasonably deemed necessary by Agent to carry out the purposes of the Loan Documents in respect of Reincorporated Neenah.

     1.37.2. Loans. Make, or permit any of its Subsidiaries to make, any loans or other advances of money to any Person, other than (i) for salary, travel advances, entertainment, relocation, advances against commissions and other similar advances to employees in the ordinary course of business, (ii) extensions of trade credit in the ordinary course of business, (iii) deposits with financial institutions permitted under this Agreement, (iv) prepaid expenses, (v) extensions of credit consisting of Investments not prohibited by subsection 8.2.12, (vi) non-cash loans made to managers to enable such managers to acquire stock issued in connection with incentive plans and (vii) loans by a Borrower to another Borrower or to any domestic wholly-owned Subsidiary (other than any Inactive Subsidiary) of a Borrower (“Intercompany Loans”).

     1.37.3. Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except:

     (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan Documents;

     (ii) Indebtedness evidenced by the Subordinated Bonds and the other Subordinated Bond Documents (each as in effect as of the date hereof or as modified in compliance with subsection 8.2.6, subject to clause (xiii) below), so long as such Indebtedness remains subordinated to the Obligations pursuant to the subordination provisions provided for in the Subordinated Bonds;

     (iii) Indebtedness evidenced by the Secured Bonds and the other Secured Bond Documents, each as in effect as of the date hereof or as modified in compliance with subsection 8.2.6 (subject to clause (xiii) below);

     (iv) Indebtedness, including without limitation Subordinated Debt and intercompany indebtedness, existing as of the date of this Agreement and listed on Exhibit 8.2.3;

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     (v) Capitalized Lease Obligations and Permitted Purchase Money Indebtedness not to exceed in the aggregate at any time outstanding the greater of (x) $10,000,000 or (y) the amount that is equal to 3% of Tangible Assets (measured at the time of the incurrence of any such Capitalized Lease Obligations or Permitted Purchase Money Indebtedness), in each case less the amount of any refinancing Capitalized Lease Obligations and Permitted Purchase Money Indebtedness outstanding pursuant to clause (xiii) below; provided, that no Indebtedness may be incurred pursuant to this clause (v) in order to finance any part of the purchase price or cost of construction or improvement of the New Mold Line;

     (vi) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;

     (vii) guaranties of any Indebtedness permitted under this subsection 8.2.3;

     (viii) Indebtedness in respect of Intercompany Loans;

     (ix) unsecured Derivative Obligations incurred in the ordinary course of business in respect of the Loans hereunder;

     (x) [intentionally omitted];

     (xi) Indebtedness incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds and other similar obligations not to exceed $2,000,000 in the aggregate at any time outstanding;

     (xii) Indebtedness not included in paragraphs (i) through (xi) above which does not exceed at any time, in the aggregate, $15,000,000;

     (xiii) subject to the limitations set forth in subsection 8.2.6, refinancings of any Indebtedness permitted under the foregoing clauses (i) through (xii) of this subsection 8.2.3, so long as (a) such refinancing Indebtedness has a maximum principal amount not in excess of the sum of the principal amount of, and accrued interest in respect of, the Indebtedness being refinanced at the time of refinancing, plus reasonable direct expenses of such refinancing, (b) the refinancing Indebtedness is secured only by Liens on assets, if any, that secured the Indebtedness being refinanced, (c) the average weighted average life to maturity of the refinancing Indebtedness is not shorter than that of the Indebtedness being refinanced, (d) the refinancing Indebtedness has terms that are not more adverse in any material respect to Agent, Lenders or the applicable Borrower or Subsidiary of a Borrower than the Indebtedness being refinanced (it being understood that the foregoing restriction shall not prohibit refinancing Indebtedness from having (1) a term

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that is longer, or that ends later, than the term of the Indebtedness being refinanced or (2) a then current market rate of interest that is not more than 200 basis points higher than the interest rate applicable to the Indebtedness being refinanced), (e) if such Indebtedness being refinanced is Subordinated Debt, any such refinancing Indebtedness includes subordination terms that are at least as beneficial to Agent and Lenders as the subordination terms associated with such Subordinated Debt being refinanced, (f) if any of the Liens securing such Indebtedness being refinanced are subordinated to the Liens securing the Obligations, the Liens securing any such refinancing Indebtedness are subordinated to the Liens securing the Obligations pursuant to terms that are at least as beneficial to Agent and Lenders as the terms associated with the Liens securing such Indebtedness being refinanced and (g) if such Indebtedness being refinanced is the Indebtedness evidenced by the Secured Bonds, any such refinancing Indebtedness shall be subject to an intercreditor agreement that is at least as beneficial to Agent and Lenders as the terms of the Secured Bond Intercreditor Agreement; and

     (xiv) Indebtedness incurred where (a) average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on the date of any such incurrence of Indebtedness (giving effect to such incurrence of Indebtedness and the consummation of any transactions occurring in connection therewith for each day in such thirty (30) day period) is not less than $25,000,000 and (b) actual Availability (as determined by Agent in its reasonable credit judgment) on the date of any such incurrence of Indebtedness, after giving effect to such incurrence of Indebtedness and the consummation of any transactions occurring in connection therewith, is not less than $25,000,000.

     1.37.4. Affiliate Transactions. Enter into, or be a party to, or permit any of its Subsidiaries to enter into or be a party to, any transaction with any Affiliate of any Borrower or any holder of any Securities of any Borrower or any of its Subsidiaries, including without limitation any management, consulting or similar fees, except (i) in the ordinary course of and pursuant to the reasonable requirements of such Borrower’s or such Subsidiary’s business and upon fair and reasonable terms which are fully disclosed to Agent and are no less favorable to such Borrower or such Subsidiary than would be obtained in a comparable arms-length transaction with a Person not an Affiliate or Security holder of such Borrower or such Subsidiary, as determined and certified by the applicable Borrower’s or Subsidiary’s board of directors in good faith (provided, that with respect to any transaction involving aggregate payments exceeding $20,000,000, except for any such transaction that results in the repayment of the Obligations (other than unasserted contingent indemnity obligations) in full, Agent shall have received an opinion as to the fairness to the applicable Borrower or Subsidiary from a financial point of view issued by a nationally recognized independent financial advisor), (ii) employment agreements and other incentive compensation with management shareholders approved from time to time by the

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board of directors of such Borrower and employee arrangements and related incentive compensation arrangements entered into with other full time employees of such Borrower or such Subsidiary in the ordinary course of business, (iii) reasonable directors’ fees and expenses approved from time to time by the board of directors of such Borrower, (iv) with respect to Intercompany Loans, (v) with respect to the Secured Bonds and the Subordinated Bonds (and with respect to the retirement of the Subordinated Bonds (2003 Series)), (vi) non-exclusive intercompany licenses of Intellectual Property, (vii) with respect to Indebtedness permitted hereunder that is provided by an Affiliate, (viii) with respect to equity issued in compliance with the terms hereof that is issued to an Affiliate, (ix) the agreements listed on Exhibit 8.2.4, and (x) transactions entered into where (a) average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on the date of any such transaction (giving effect to such transaction and the consummation of any other transactions occurring in connection therewith for each day in such thirty (30) day period) is not less than $25,000,000 and (b) actual Availability (as determined by Agent in its reasonable credit judgment) on the date of any such transaction, after giving effect to such transaction and the consummation of any other transactions occurring in connection therewith, is not less than $25,000,000.

     1.37.5. Limitation on Liens. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien upon any of its Property, income or profits, whether now owned or hereafter acquired, except:

     (i) Liens at any time granted in favor of Agent for the benefit of Agent and Lenders;

     (ii) Liens for taxes, assessments or governmental charges (excluding any Lien imposed pursuant to any of the provisions of ERISA, but including, without limitation, those for non-delinquent taxes or assessments in respect of real Property) not yet due, or being contested in the manner described in subsection 7.1.14 hereto;

     (iii) Liens arising in the ordinary course of the business of such Borrower or any of its Subsidiaries by operation of law or regulation (including, without limitation, mechanic’s liens, materialmen’s liens, warehousemen’s liens and the like) but only if (a) payment in respect of any such Lien is not at the time required or is being contested in good faith by appropriate proceedings (with appropriate reserves established in respect thereof in accordance with GAAP) and (b) such Liens do not, in the aggregate, materially detract from the value of the Property of such Borrower or any of its Subsidiaries or materially impair the use thereof in the operation of the business of such Borrower or any of its Subsidiaries;

     (iv) Purchase Money Liens securing Permitted Purchase Money Indebtedness and Liens securing Capitalized Lease Obligations permitted to be incurred under subsection 8.2.3, in each case so long as such Liens are

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confined to the assets that are the subject of such Permitted Purchase Money Indebtedness and Capitalized Lease Obligations; provided, that no Liens may be granted pursuant to this clause (iv) in order to secure Indebtedness incurred to finance any part of the purchase price or cost of construction or improvement of the New Mold Line;

     (v) such other Liens as appear on Exhibit 8.2.5 hereto;

     (vi) Liens incurred or deposits or pledges made in the ordinary course of business in connection with (1) worker’s compensation, social security, unemployment insurance and other like laws or (2) sales contracts, leases, statutory obligations, work in progress advances and other similar obligations not incurred in connection with the borrowing of money or the payment of the deferred purchase price of property;

     (vii) reservations, easements, covenants, zoning and other land use regulations, title exceptions or encumbrances that are granted in the ordinary course of business or shown on surveys or inspections that have been required by, delivered to and accepted by Agent (or, if not required by Agent, that would be disclosed by an accurate survey or inspection), affecting real Property owned or leased by a Borrower or any of its Subsidiaries; provided that such exceptions do not or would not in the aggregate materially interfere with the use of such Property in the ordinary course of such Borrower’s or such Subsidiary’s business;

     (viii) judgment Liens that do not give rise to an Event of Default under subsection 10.1.15;

     (ix) Liens created under the Secured Bond Documents on the Collateral and on the Securities of Neenah and the Subsidiaries of Neenah, so long as such Liens remain subject to the terms of the Secured Bond Intercreditor Agreement;

     (x) Liens in favor of customs and revenues authorities which secure payment of customs duties in connection with the importation of Inventory;

     (xi) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

     (xii) Liens consisting of rights of set-off of a customary nature or banker’s liens on amounts on deposit in accounts of such Borrower or any of its Subsidiaries (other than in a Dominion Account), whether arising by contract or operation of law, incurred in the ordinary course of business;

     (xiii) Liens on fixed assets acquired in compliance with the terms of this Agreement to the extent that such Liens existed prior to such acquisition;

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     (xiv) Liens incurred or deposits made to secure the performance of bids, tenders, leases, trade contracts (other than Indebtedness), public or statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

     (xv) Leases or subleases and licenses and sublicenses granted to others in the ordinary course of such Borrower’s or such Subsidiary’s business which do not interfere in any material respect with the business of such Borrower or such Subsidiary, and any interest or title of a lessor, licensor, sublessor or sublicensor under a lease or license;

     (xvi) Liens arising from the filing of UCC financing statements for precautionary purposes relating solely to operating leases under which such Borrower or any of its Subsidiaries is a lessee;

     (xvii) such other Liens as Majority Lenders may hereafter approve in writing; and

     (xviii) Liens granted or otherwise arising where (a) average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on the date of any such granting or creation of Liens (giving effect to such granting or creation of Liens and the consummation of any transactions occurring in connection therewith for each day in such thirty (30) day period) is not less than $25,000,000 and (b) actual Availability (as determined by Agent in its reasonable credit judgment) on the date of any such granting or creation of Liens, after giving effect to such granting or creation of Liens and the consummation of any transactions occurring in connection therewith, is not less than $25,000,000.

     1.37.6. Payments and Amendments of Certain Debt.

     (i) make or permit any of its Subsidiaries to make any voluntary prepayment, purchase or redemption of the Indebtedness evidenced by the Secured Bonds (or any Indebtedness that has refinanced the Secured Bonds), except (x) voluntary prepayments of principal on the Secured Bonds where (a) average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on the date of any such voluntary prepayment (giving effect to such voluntary prepayment and the consummation of any transactions occurring in connection therewith for each day in such thirty (30) day period) is not less than $25,000,000 and (b) actual Availability (as determined by Agent in its reasonable credit judgment) on the date of any such voluntary prepayment, after giving effect to such voluntary prepayment and the consummation of any transactions occurring in connection therewith, is not less than $25,000,000, and (y) a voluntary prepayment of the remaining principal balance of the Secured Bonds that is made using the proceeds of refinancing Indebtedness permitted to be incurred under

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subsection 8.2.3 (it being agreed and understood that this clause (i) shall not apply to the making of regularly scheduled payments of interest under the Secured Bond Documents as in effect as of the date hereof or as modified in compliance with this subsection 8.2.6);

     (ii) make or permit any of its Subsidiaries to make any payment of any part or all of the Subordinated Debt evidenced by the Subordinated Bonds and the other Subordinated Bond Documents (including, without limitation, any mandatory or voluntary prepayment, purchase or redemption), except, in each case so long as any such payment of interest is made in accordance with the subordination terms included in the Subordinated Bond Documents, (w) regularly scheduled cash payments of interest pursuant to the Subordinated Bond Documents (each as in effect as of the date hereof or as modified in compliance with this subsection 8.2.6) at a rate of up to 12.5% per annum, (x) cash payments of interest previously deferred pursuant to the terms of the Subordinated Bond Documents (as in effect as of the date hereof or as modified in compliance with this subsection 8.2.6), so long as both immediately prior to and after giving effect to any such payment of deferrable interest, (1) average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on the date of any such payment (giving effect to such payment of deferrable interest for each day in such thirty (30) day period) is not less than $10,000,000 and (2) actual Availability (as determined by Agent in its reasonable credit judgment) on the date of any such payment is not less than $10,000,000, (y) mandatory and voluntary repayments or prepayments of principal amounts owing under the Subordinated Bond Documents, either (I) using the proceeds of a concurrent issuance of common equity to a Related Person of a Borrower at a time when no Default or Event of Default exists or (II) where (1) average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on the date of any such prepayment (giving effect to such prepayment and the consummation of any transactions occurring in connection therewith for each day in such thirty (30) day period) is not less than $25,000,000 and (2) actual Availability (as determined by Agent in its reasonable credit judgment) on the date of any such voluntary prepayment, after giving effect to such voluntary prepayment and the consummation of any transactions occurring in connection therewith, is not less than $25,000,000, and (z) a voluntary prepayment of the remaining principal balance of the Subordinated Bonds that is made using the proceeds of refinancing Indebtedness permitted to be incurred under subsection 8.2.3;

     (iii) with respect to any Subordinated Debt other than that evidenced by the Subordinated Bonds and the other Subordinated Bond Documents, make or permit any of its Subsidiaries to make any payment of any part or all of any Subordinated Debt or take any other action or omit to take any other action in respect of any Subordinated Debt, except in accordance with the

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subordination agreement relative thereto or the subordination provisions thereof; or

     (iv) (1) amend or modify any Secured Bond Document (or the documentation any Indebtedness that has refinanced the Secured Bonds), or (2) amend or modify any Subordinated Bond Document or any agreement, instrument or document evidencing or relating to any other Subordinated Debt, in each case to the extent that any such amendment or modification would (a) increase the interest rate on such Indebtedness or the principal amount of such Indebtedness; (b) move forward the dates upon which any payments of principal or interest on such Indebtedness are due; (c) add any event of default or make more restrictive any existing event of default with respect to such Indebtedness; (d) add or make more restrictive any covenant with respect to such Indebtedness; (e) move forward any redemption or prepayment dates with respect to such Indebtedness, or add or increase any redemption or prepayment amounts; (f) if applicable, change the subordination or intercreditor provisions applicable to such Indebtedness; (g) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to any Borrower or Lenders; or (h) require to be paid in cash any interest which may be paid in kind instead of cash.

     1.37.7. Distributions. Declare or make, or permit any of its Subsidiaries to declare or make, any Distributions, except for:

     (i) Distributions by any Subsidiary of a Borrower (including any such Subsidiary that is a Borrower) to such Borrower;

     (ii) Distributions paid solely in Securities of a Borrower or any of its Subsidiaries;

     (iii) Distributions by each Borrower in amounts necessary to permit such Borrower to repurchase Securities of such Borrower from officers, directors or employees, or former officers, directors or employees, of such Borrower or any of its Subsidiaries upon death, disability, retirement, severance or termination of employment or pursuant to any agreement pursuant to which such Securities were issued, so long as no Default or Event of Default exists at the time of or would be caused by the making of such Distributions and the aggregate cash amount of all such Distributions by all Borrowers, measured at the time when made, does not exceed $1,000,000 in any fiscal year of Borrowers;

     (iv) until the consummation, if ever, of the Neenah Full Reorganization, Distributions by each Borrower in an amount sufficient to permit Ultimate Parent to pay its consolidated combined unitary U.S. federal,

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state or local tax liabilities relating to the business of Borrowers and Borrowers’ Subsidiaries; provided that Ultimate Parent applies the amount of such Distributions for such purpose at such time;

     (v) until the consummation, if ever, of the Neenah Full Reorganization, Distributions by Borrowers to the extent necessary to permit Parent (unless a Neenah Partial Reorganization has occurred) and Ultimate Parent to (a) pay audit fees related to the business of Borrowers and Borrowers’ Subsidiaries, (b) make payments in respect of its indemnification obligations owing to directors and officers, (c) make payments in respect of indemnification obligations and cost and expenses (including initial and annual listing fees, SEC registration fees and legal fees and expenses) incurred by Ultimate Parent in connection with any offering or public listing of common stock of Ultimate Parent and (d) pay other costs and expenses related to the business of Borrowers and Borrowers’ Subsidiaries of up to $500,000 in the aggregate per fiscal year, not to exceed $2,000,000 in the aggregate for all such payments under this clause (v) in any fiscal year of Borrowers and in each so long as Parent or Ultimate Parent, as applicable, applies the amount of such Distributions for such purposes; and

     (vi) Distributions made where (a) average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on the date of any such Distribution (giving effect to such Distribution and the consummation of any transactions occurring in connection therewith for each day in such thirty (30) day period) is not less than $25,000,000 and (b) actual Availability (as determined by Agent in its reasonable credit judgment) on the date of any such Distribution, after giving effect to such Distribution and the consummation of any transactions occurring in connection therewith, is not less than $25,000,000.

     1.37.8. Capital Expenditures. For fiscal years through and including the fiscal year of Borrowers ending on September 30, 2008, make Capital Expenditures (including, without limitation, by way of capitalized leases, but excluding (i) Capital Expenditures made using the proceeds of equity securities issued in compliance with the terms hereof and (ii) the principal portion of Capitalized Lease Obligations incurred in compliance with the terms hereof) which, in the aggregate, as to all Borrowers and all of Borrowers’ Subsidiaries, exceed (x) $65,000,000, during the fiscal year of Borrowers ending on September 30, 2007 or (y) $60,000,000, during the fiscal year of Borrowers ending on September 30, 2008, except that 75% of the unused portion of the Capital Expenditure allowance for any fiscal year may be carried over to the immediately succeeding fiscal year only, to be used in such succeeding fiscal year after all of the Capital Expenditure allowance for that year has been used. For the fiscal quarter ending on December 31, 2008, make Capital Expenditures (including, without limitation, by way of capitalized leases, but excluding (i) Capital Expenditures made using the proceeds of equity securities issued in compliance with the terms hereof and (ii) the principal portion of Capitalized Lease

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Obligations incurred in compliance with the terms hereof) which, in the aggregate, as to all Borrowers and all of Borrowers’ Subsidiaries, exceed $15,000,000 for such fiscal quarter.

     1.37.9. Disposition of Assets. Sell, lease or otherwise dispose of any of, or permit any of its Subsidiaries to sell, lease or otherwise dispose of any of, its Properties, including any disposition of Property as part of a sale and leaseback transaction, to or in favor of any Person, except for:

     (i) sales of Inventory and collections of Accounts in the ordinary course of business;

     (ii) transfers of Property to a Borrower by another Borrower or by a wholly-owned Subsidiary of such Borrower;

     (iii) dispositions of investments described in paragraphs (iv), (v), (vi) and (vii) of the definition of the term “Restricted Investments”;

     (iv) (A) the merger or consolidation of any Inactive Subsidiary or any Person that does not own any assets with any other Person that is a Borrower or a Subsidiary Guarantor (provided that such other Person that is a Borrower or Subsidiary Guarantor is the Person surviving such merger or consolidation) and (B) the liquidation, dissolution or winding up of any Inactive Subsidiary;

     (v) sales, leases and other dispositions of Property with a fair market value of up to $12,000,000 in the aggregate in any fiscal year, in each case so long as (a) no Event of Default is in existence or would result therefrom, (b) with respect to a transaction involving any Accounts, Inventory or Patterns and Core Boxes, not less than one hundred percent (100%) of the consideration received in respect of such Accounts, Inventory or Patterns and Core Boxes is in the form of cash, (c) after giving effect to any such transaction and the application of the proceeds thereof, no Overadvance shall exist and (d) the consideration received in respect of such Property is equal to the fair market value thereof;

     (vi) so long as no Event of Default exists, sales, leases or other dispositions of Equipment or other fixed assets that are worn, excess, damaged or obsolete or consist of scrap and that (other than in the case of scrap) are replaced with Equipment or other fixed assets that are usable in the ordinary course of business of the applicable Borrower or Subsidiary of a Borrower; and

     (vii) licenses of Intellectual Property in the ordinary course of business.

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     1.37.10. Securities of Subsidiaries. Permit any of its Subsidiaries to issue any additional Securities except to such Borrower and except for director’s qualifying Securities.

     1.37.11. Bill-and-Hold Sales, Etc. Except for sales to customers in the ordinary course of Borrowers’ business consistent with past practice, make, or permit any of its Subsidiaries to make, a sale to any customer on a bill-and-hold, guaranteed sale, sale and return, sale on approval, repurchase or return or consignment basis.

     1.37.12. Restricted Investment. Make or have, or permit any of its Subsidiaries of such Borrower to make or have, any Restricted Investment.

     1.37.13. Subsidiaries and Joint Ventures. Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or joint venture arrangement not in existence as of the date hereof, except in connection with a Permitted Acquisition.

     1.37.14. Tax Consolidation. File or consent to the filing of any consolidated income tax return with any Person other than Ultimate Parent, Parent, Borrowers and Borrowers’ Subsidiaries.

     1.37.15. Organizational Documents. Agree to, or suffer to occur, any amendment, supplement or addition to its or any of its Subsidiaries’ charter, articles or certificate of incorporation, certificate of formation, limited partnership agreement, bylaws, limited liability agreement, operating agreement or other organizational documents (as the case may be), that would reasonably be expected to have a Material Adverse Effect.

     1.37.16. Fiscal Year End. Change, or permit any of its Subsidiaries, Ultimate Parent or Parent to change, its fiscal year end.

     1.37.17. Negative Pledges. Enter into any agreement (other than the Loan Documents, the Secured Bond Documents and the Subordinated Bond Documents) limiting the ability of such Borrower or any of its Subsidiaries to (i) voluntarily create Liens upon any of its Property, (ii) pay dividends or make any other Distributions on its Securities; (iii) make loans or advances to any Borrower or any Subsidiary; (iv) pay any Indebtedness owed to any Borrower or any Subsidiary of a Borrower; or (v) transfer any of its Property to any Borrower or any Subsidiary.

     1.37.18. Incurrence of Credit Facilities other than this Agreement. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any “Credit Facilities” under and as defined in the Secured Note Indenture, other than this Agreement and the Obligations, that exceed $5,000,000 in aggregate principal amount at any time outstanding.

     1.37.19. Leases. Become, or permit any of its Subsidiaries to become, a lessee under any operating lease (other than a lease under which such Borrower or

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such Subsidiary is lessor) of Property if the aggregate Rentals payable during any current or future period of twelve (12) consecutive months under the lease in question and all other leases under which any Borrowers or any of its Subsidiaries is then lessee would exceed $6,000,000. The term “Rentals” means, as of the date of determination, all payments which the lessee is required to make by the terms of any lease.

     1.37.20. Business Activity. Permit Ultimate Parent, Parent or any Inactive Subsidiary to engage in any business activity or incur any Indebtedness other than the ownership of the equity interests of Parent (in the case of Ultimate Parent) and Neenah (in the case of Parent), the performance of such Person’s obligations under the Loan Documents to which it is a party (in the case of Parent and the Inactive Subsidiaries), the performance of the Obligations, the performance of the Indebtedness evidenced by the Secured Bonds and the Subordinated Bonds, the guaranty of Indebtedness incurred by a Borrower or an active Subsidiary in compliance with the terms hereof and the performance of its obligations under intercompany agreements and agreements with its shareholders that are permitted hereunder and have been disclosed to Agent in writing (with Agent disclosing to Lenders any such agreements that are disclosed to Agent in writing and, if requested by a Lender, providing to such Lender copies of any documents evidencing any such agreements that have been furnished to Agent).

     1.38. Specific Financial Covenants.

          During the Term, and thereafter for so long as there are any Obligations (other than unasserted contingent indemnity obligations) outstanding, each Borrower covenants that it shall comply with all of the financial covenants set forth in Exhibit 8.3 hereto; provided, however, that such financial covenants shall only be tested for a fiscal period if Availability is less than $15,000,000 for any period of three consecutive Business Days during the final fiscal quarter in such fiscal period.

SECTION 9. CONDITIONS PRECEDENT

          Notwithstanding any other provision of this Agreement or any of the other Loan Documents, and without affecting in any manner the rights of Agent or any Lender under the other sections of this Agreement, no Lender shall be required to make any Loan on the Closing Date, nor shall Agent or any Letter of Credit Issuer be required to or issue or procure any Letter of Credit or LC Guaranty on the Closing Date unless and until each of the following conditions has been and continues to be satisfied:

     1.38.1. Documentation. Agent and the Lenders shall have received, in form and substance satisfactory to Agent and its counsel and the Lenders, a duly executed copy of this Agreement and the other Loan Documents, together with such additional documents, instruments, opinions and certificates as Agent and its counsel shall reasonably require in connection therewith from time to time (including, without limitation, the Secured Bond Documents, and the lockbox and blocked account

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documentation to be executed in connection with the requirements of subsection 6.2.4), all in form and substance satisfactory to Agent and its counsel and the Lenders.

     1.38.2. No Default. No Default or Event of Default shall exist.

     1.38.3. Availability. Agent shall have determined in its reasonable credit judgment that immediately after giving effect to the consummation of the transactions contemplated hereby to occur on the Closing Date, the making of any Revolving Credit Loans to be made on the Closing Date, and the issuance of any Letters of Credit or LC Guaranties to be issued on the Closing Date, and after Borrowers have paid (or, if accrued, treated as paid), all closing costs incurred in connection with the transactions contemplated hereby (including, without limitation, the issuance of the Secured Bonds), and have reserved an amount sufficient to pay all trade payables greater than 60 days past due, Availability shall not be less than $50,000,000.

     1.38.4. No Litigation. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is materially adversely related to or arises out of this Agreement, the Secured Bond Documents, or the consummation of the transactions contemplated hereby or thereby.

     1.38.5. Secured Bonds and Subordinated Bonds. Neenah shall have received not less than $220,000,000 in net cash proceeds from the issuance of the Secured Bonds in accordance with the terms of the Secured Bond Documents and all applicable laws; the net cash proceeds from such issuance of the Secured Bonds shall have been used by Neenah to satisfy certain existing Indebtedness of Borrowers, as more particularly set forth in the flow of funds statement delivered by Borrowers to Agent on the Closing Date; and a Secured Bond Intercreditor Agreement shall have been entered into with the Secured Bond Trustee. Neenah shall have issued the Subordinated Bonds in an initial principal amount of $75,000,000 in accordance with the terms of the Subordinated Bond Documents and all applicable laws in exchange for Subordinated Bonds (2003 Series) in a corresponding aggregate principal amount; and the Subordinated Bond Documents shall contain subordination provisions that are acceptable to Agent and Lenders.

     1.38.6. Material Adverse Effect. As of the Closing Date, since September 30, 2005, there has not been (i) any material adverse change in the business, assets, liabilities, financial condition, business prospects or results of operations of Borrowers (taken as a whole), it being understood that changes or events affecting general economic conditions, but not otherwise materially and adversely affecting the business, assets, liabilities, financial condition, business prospects or results of operations of Borrowers’ and Borrowers’ Subsidiaries, shall not be considered material adverse changes for purposes of the foregoing or (ii) any material disruption or material adverse change in the financial, banking or capital

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markets that is material to the syndication of the Revolving Loan Commitments and Revolving Credit Loans.

     1.38.7. Existing Bonds. Not less than $75,000,000 in aggregate principal amount of the Subordinated Bonds (2003 Series) shall have been defeased, exchanged for Subordinated Bonds, redeemed or otherwise retired, and a notice of redemption for the remaining balance of the Subordinated Bonds (2003 Series) shall have been issued to the trustee for the Subordinated Bonds (2003 Series) in accordance with the provisions of the “Subordinated Bond Indenture” as defined in the Original Loan Agreement and shall provide for a redemption no later than February 15, 2007. All of the Secured Bonds (2003 Series) shall have been repurchased by Neenah pursuant to the tender offer documents issued by Neenah on December 15, 2006.

     1.38.8. Audits, Appraisals and Environmental Reports. All of the appraisals and audits of the real and personal Property and business of Borrowers being conducted by Agent (or a third party designated by Agent) prior to the Closing Date, and all of the Phase I environmental assessments of the real Property of Borrowers being conducted by Agent (or a third party designated by Agent) prior to the Closing Date, shall have been completed to Agent’s reasonable satisfaction.

     1.39. Conditions Precedent to all Loans and other Credit Accommodations.

          Notwithstanding any other provision of this Agreement or any other Loan Documents, and without affecting in any manner the rights of any Agent or any Lender under the other sections of this Agreement, no Lender shall be required to make any Loan, nor shall Agent or any Letter of Credit Issuer be required to issue or procure any Letter of Credit or LC Guaranty unless and until each of the following conditions has been and continues to be satisfied:

     1.39.1. No Default. No Default or Event of Default shall exist.

     1.39.2. No Litigation. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is materially adversely related to or arises out of, any of the Loan Documents.

SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

          The occurrence of one or more of the following events shall constitute an “Event of Default”:

     1.39.3. Payment of Obligations. Borrowers shall (i) fail to pay any of the Obligations hereunder (other than the Obligations described in the following clause (ii)) or under any Note on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise) or (ii) fail to pay any audit fees required to be paid by Borrowers pursuant to Section 2.7 or satisfy any expenses required to be

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satisfied by Borrowers pursuant to subsection 2.8 within five days following receipt by Borrowers of written notice of such failure.

     1.39.4. Misrepresentations. Any representation, warranty or other statement made or furnished to Agent or any Lender by or on behalf of any Borrower, any of its Subsidiaries or any Guarantor in this Agreement, any of the other Loan Documents or any instrument, certificate or financial statement furnished in compliance with or in reference thereto proves to have been false or misleading in any material respect when made, furnished or reaffirmed pursuant to Section 7.2 hereof; provided, that no breach of a representation or warranty occurring solely in respect of an Inactive Subsidiary (other than a breach of the representation and warranty contained in subsection 7.1.27) shall result in an Event of Default unless such event would reasonably be expected to have a Material Adverse Effect.

     1.39.5. Breach of Specific Covenants. Borrowers shall fail or neglect to perform, keep or observe any covenant contained in Section or subsection 6.2.4, 6.2.5, 8.1.1, 8.1.2, 8.1.3(vi), 8.1.4 (at a time when Borrowing Base Certificates are required to be delivered more frequently than monthly), 8.1.10, 8.2 (other than subsection 8.2.20) or 8.3 hereof on the date that Borrowers are required to perform, keep or observe such covenant, shall fail or neglect to perform, keep or observe any covenant contained in Section 8.1.4 hereof (at a time when Borrowing Base Certificates are required to be delivered on a monthly basis) within 1 Business Day following the date on which Borrowers are required to perform, keep or observe such covenant, or shall fail or neglect to perform, keep or observe any covenant contained in subsection 8.1.3(ii) or 8.1.3(iv) hereof within 5 days following the date on which Borrowers are required to perform, keep or observe such covenant.

     1.39.6. Breach of Other Covenants. Borrowers shall fail or neglect to perform, keep or observe any covenant contained in this Agreement (other than a covenant which is dealt with specifically elsewhere in Section 10.1 hereof) and the breach of such other covenant is not cured to Agent’s reasonable satisfaction within 30 days after the sooner to occur of Borrowers’ receipt of notice of such breach from Agent or the date on which such failure or neglect first becomes known to any officer of any Borrower.

     1.39.7. Default Under Security Documents or Other Agreements. Any event of default shall occur under, or any Borrower, any of its Subsidiaries or any Guarantor shall default in the performance or observance of any term, covenant, condition or agreement applicable to such Person contained in, any of the Security Documents or the Other Agreements (excluding any representations and warranties set forth in such Security Documents and Other Agreements) and such default shall continue, after the sooner to occur of such Person’s receipt of notice of such default from Agent or the date on which such default first becomes known to any officer of such Person, beyond any applicable grace period; provided, that no event covered by this subsection 10.1.5 and occurring solely in respect of an Inactive Subsidiary shall result in an Event of

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Default unless such event would reasonably be expected to have a Material Adverse Effect.

     1.39.8. Other Defaults. There shall occur any event of default on the part of any Borrower, any of its Subsidiaries or any Guarantor under any agreement, document or instrument to which such Borrower, such Subsidiary or such Guarantor is a party or by which such Borrower, such Subsidiary or such Guarantor or any of its Property is bound, evidencing or relating to any Indebtedness (other than the Obligations) with an outstanding principal balance in excess of $1,000,000, if the payment or maturity of such Indebtedness is or could be accelerated in consequence of such event of default or demand for payment of such Indebtedness is made or could be made in accordance with the terms thereof; or there shall occur any event which permits the holders of the Indebtedness under any such agreement, document or instrument to require the repurchase or redemption of such Indebtedness.

     1.39.9. Uninsured Losses. Any material loss, theft, damage or destruction of any portion of the Collateral having a fair market value of $2,000,000, in the aggregate, if not fully covered (subject to such deductibles and self-insurance retentions as Agent shall have permitted) by insurance.

     1.39.10. Insolvency and Related Proceedings. Ultimate Parent, Parent, any Borrower, any of its Subsidiaries or any Guarantor shall cease to be Solvent or shall suffer the appointment of a receiver, trustee, custodian or similar fiduciary, or shall make an assignment for the benefit of creditors, or any petition for an order for relief shall be filed by or against Parent, any Borrower, any of its Subsidiaries or any Guarantor under U.S. federal bankruptcy laws (if against Parent, any Borrower, any of its Subsidiaries or any Guarantor the continuation of such proceeding for more than 60 days), or Parent, any Borrower, any of its Subsidiaries or any Guarantor shall make any offer of settlement, extension or composition to their respective unsecured creditors generally; provided, that no event covered by this subsection 10.1.8 and occurring solely in respect of an Inactive Subsidiary shall result in an Event of Default unless such event would reasonably be expected to have a Material Adverse Effect.

     1.39.11. Business Disruption; Condemnation. There shall occur a cessation of a substantial part of the business of Borrowers and their Subsidiaries (taken as a whole) for a period which materially adversely affects the capacity of Borrowers and their Subsidiaries to continue their business on a profitable basis; or any Borrower, any of its Subsidiaries or any Guarantor shall suffer the loss or revocation of any material license or permit now held or hereafter acquired by such Borrower, such Subsidiary or such Guarantor which is necessary to the continued or lawful operation of a material portion of the business of Borrowers and their Subsidiaries (taken as a whole); or any Borrower, any of its Subsidiaries or any Guarantor shall be enjoined, restrained or in any way prevented by court, governmental or administrative order from conducting all or any material part of the business affairs of Borrowers and their Subsidiaries (taken as a whole); or any material lease or agreement pursuant to which

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any Borrower, any of its Subsidiaries or any Guarantor leases, uses or occupies any Property shall be canceled or terminated prior to the expiration of its stated term, except any such lease or agreement the cancellation or termination of which could not reasonably be expected to have a Material Adverse Effect; or any material portion of the Collateral shall be taken through condemnation or the value of such Property shall be materially impaired through condemnation, except for any such condemnation that would not reasonably be expected to have a Material Adverse Effect.

     1.39.12. Change of Control. (a) any transaction is consummated the result of which is that any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) other than the Permitted Holders is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of, in the aggregate, more than 50% of the total Voting Stock of Ultimate Parent (or, upon and after the consummation of the Neenah Full Reorganization, if it occurs, Neenah), whether as a result of the purchase of Securities of Ultimate Parent (or, upon and after the consummation of the Neenah Full Reorganization, if its occurs, Neenah) then outstanding, the issuance of Securities of Ultimate Parent (or, upon and after the consummation of the Neenah Full Reorganization, if its occurs, Neenah), any merger, consolidation, liquidation or dissolution of Ultimate Parent (or, upon and after the consummation of the Neenah Full Reorganization, if it occurs, Neenah) or otherwise; (b) individuals who on the date hereof constituted the board of directors of Neenah together with any new directors whose election by the board of directors or whose nomination for election by the stockholders of Neenah was approved by a majority of the directors then still in office who were either directors or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the board of directors of Neenah then in office; (c) until the consummation of a Neenah Reorganization, if ever, Ultimate Parent shall cease to own and control, beneficially and of record (directly or indirectly), 100% of the issued and outstanding Securities of Parent; (d) until the consummation of the Neenah Reorganization, if ever, Parent shall cease to own and control, beneficially and of record (directly or indirectly), 100% of the issued and outstanding Securities of Neenah; (e) after the consummation of a Neenah Partial Reorganization, if ever, Ultimate Parent shall cease to own and control, beneficially and of record (directly or indirectly), 100% of the issued and outstanding Securities of Neenah; (f) Neenah shall cease to own and control, beneficially and of record (directly or indirectly), 100% of the issued and outstanding Securities of each other Borrower and each of its other Subsidiaries (provided, that this clause (e) shall not prohibit the sale of all of the issued and outstanding Securities of a Subsidiary of Neenah that is permitted under the terms of subsection 8.2.9, it being agreed and understood that if any such Subsidiary is a Borrower, such Subsidiary shall cease to be a Borrower in all respects upon the consummation of such sale); (g) any “Change of Control” under and as defined in the Secured Bond Indenture, or in any documentation evidencing Indebtedness that has refinanced the Secured Bonds, shall occur; or (h) any “Change of Control” under and as defined in

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the Subordinated Bond Indenture, or in any documentation evidencing Indebtedness that has refinanced the Subordinated Bonds, shall occur.

     1.39.13. ERISA. A Reportable Event shall occur which constitutes grounds for the termination by the Pension Benefit Guaranty Corporation of any Plan or for the appointment by the appropriate United States district court of a trustee for any Plan under Section 4042 of ERISA, or if any Plan shall be terminated or any such trustee shall be requested or appointed, or any Borrower or any of its Subsidiaries is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan resulting from such Borrower’s or such Subsidiary’s complete or partial withdrawal from such Plan and any such event could reasonably be expected to have a Material Adverse Effect.

     1.39.14. Challenge to Agreement. Parent, any Borrower, any Subsidiary of any Borrower (other than an Inactive Subsidiary) or any Guarantor (other than an Inactive Subsidiary), or any Affiliate of any of them, shall challenge or contest in any action, suit or proceeding the validity or enforceability of this Agreement or any of the other Loan Documents, the legality or enforceability of any of the Obligations or the perfection or priority of any Lien granted to Agent.

     1.39.15. Repudiation of or Default Under Guaranty Agreement. Any Guarantor (other than an Inactive Subsidiary) shall revoke or attempt to revoke the Guaranty Agreement signed by such Guarantor, or shall repudiate such Guarantor’s liability thereunder or shall be in default under the terms thereof.

     1.39.16. Criminal Forfeiture. Any Borrower or any of its Subsidiaries shall be criminally indicted or convicted under any law that could lead to a forfeiture of any Property of such Borrower or such Subsidiary, except for any Property the forfeiture of which would not reasonably be expected to have a Material Adverse Effect.

     1.39.17. Judgments. Any money judgments, writ of attachment or similar processes (collectively, “Judgments”) are issued or rendered against any Borrower, any of its Subsidiaries or any Guarantor, or any of their respective Property (i) in the case of money judgments, in an amount of $1,000,000 or more for any single judgment, attachment or process or $2,000,000 or more for all such judgments, attachments or processes in the aggregate, in each case in excess of any applicable insurance (or indemnity from a creditworthy source that is reasonably acceptable to Agent) with respect to which the insurer (or the indemnifying party, if applicable) has admitted liability, and (ii) in the case of non-monetary Judgments, such Judgment or Judgments (in the aggregate) could reasonably be expected to have a Material Adverse Effect, in each case which Judgment is not stayed, released or discharged within 60 days; provided, that no event covered by this subsection 10.1.15 and occurring solely in respect of an Inactive Subsidiary shall result in an Event of Default unless such event would reasonably be expected to have a Material Adverse Effect.

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     1.40. Acceleration of the Obligations.

          Upon or at any time after the occurrence and during the continuance of an Event of Default, (i) the Revolving Loan Commitments shall, at the option of Agent or Majority Lenders be terminated and/or (ii) Agent or Majority Lenders may declare all or any portion of the Obligations at once due and payable without presentment, demand protest or further notice by Agent or any Lender, and Borrowers shall forthwith pay to Agent, the full amount of such Obligations, provided, that upon the occurrence of an Event of Default specified in subsection 10.1.8 hereof, the Revolving Loan Commitments shall automatically be terminated and all of the Obligations shall become automatically due and payable, in each case without declaration, notice or demand by Agent or any Lender.

     1.41. Other Remedies.

          Upon the occurrence and during the continuance of an Event of Default, Agent shall have and may exercise from time to time the following other rights and remedies:

     1.41.1. All of the rights and remedies of a secured party under the UCC or under other applicable law, and all other legal and equitable rights to which Agent or Lenders may be entitled, all of which rights and remedies shall be cumulative and shall be in addition to any other rights or remedies contained in this Agreement or any of the other Loan Documents, and none of which shall be exclusive.

     1.41.2. The right to take immediate possession of the Collateral, and to (i) require each Borrower and each of its Subsidiaries to assemble the Collateral, at Borrower’s joint and several expense, and make it available to Agent at a place designated by Agent which is reasonably convenient to both parties, and (ii) enter any premises where any of the Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the Property of any Borrower or any of its Subsidiaries, such Borrower agrees not to charge, or permit such Subsidiary to charge, Agent for storage thereof).

     1.41.3. The right to sell or otherwise dispose of all or any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale or sales, with such notice as may be required by law, in lots or in bulk, for cash or on credit, all as Agent, in its sole discretion, may deem advisable. Agent may, at Agent’s option, disclaim any and all warranties regarding the Collateral in connection with any such sale. Each Borrower agrees that 10 days’ written notice to such Borrower or any of its Subsidiaries of any public or private sale or other disposition of Collateral shall be reasonable notice thereof, and such sale shall be at such locations as Agent may designate in said notice. Agent shall have the right to conduct such sales on any Borrower’s or any of its Subsidiaries’ premises, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. Agent shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and Agent, on behalf of Lenders, may purchase all or any part of the Collateral at public

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or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Obligations. The proceeds realized from the sale of any Collateral shall be applied in the manner provided for in subsection 3.4.2. If any deficiency shall arise, each Borrower and each Guarantor shall remain jointly and severally liable to Agent and Lenders therefore. Any surplus shall be remitted to whomsoever shall be legally entitled to the same.

     1.41.4. Agent is hereby granted a non-exclusive license or other right to use, without charge, effective upon the occurrence and continuance of an Event of Default, each Borrower’s and each of its Subsidiaries’ labels, patents, copyrights, licenses, rights of use of any name, trade secrets, tradenames, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in completing, advertising for sale and selling any Collateral and each Borrower’s and each of its Subsidiaries’ rights under all licenses and all franchise agreements shall inure to Agent’s benefit.

     1.41.5. Agent may, at its option, require Borrowers to deposit with Agent funds equal to 105% of the LC Amount and, if Borrowers fail to promptly make such deposit, Agent may advance such amount as a Revolving Credit Loan (whether or not an Overadvance is created thereby). Each such Revolving Credit Loan shall be secured by all of the Collateral and shall constitute a Base Rate Portion. Any such deposit or advance shall be held by Agent as a reserve to fund future payments on such LC Guaranties and future drawings against such Letters of Credit. At such time as all LC Guaranties have been paid or terminated and all Letters of Credit have been drawn upon or expired, any amounts remaining in such reserve shall be applied against any outstanding Obligations, or, if all Obligations have been indefeasibly paid in full, returned to Borrowers.

     1.42. Set Off and Sharing of Payments.

          In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to such Borrower (any prior or contemporaneous notice to such Borrower being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations. Any Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender’s pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Revolving Loan Percentages. Each Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the

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Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the Revolving Loan Percentages.

     1.43. Remedies Cumulative; No Waiver.

          All covenants, conditions, provisions, warranties, guaranties, indemnities, and other undertakings of each Borrower contained in this Agreement and the other Loan Documents, or in any document referred to herein or contained in any agreement supplementary hereto or in any schedule or in any Guaranty Agreement given to Agent or any Lender or contained in any other agreement between any Lender and such Borrower or between Agent and such Borrower heretofore, concurrently, or hereafter entered into, shall be deemed cumulative to and not in derogation or substitution of any of the terms, covenants, conditions, or agreements of such Borrower herein contained. The failure or delay of Agent or any Lender to require strict performance by any Borrower of any provision of this Agreement or to exercise or enforce any rights, Liens, powers, or remedies hereunder or under any of the aforesaid agreements or other documents or security or Collateral shall not operate as a waiver of such performance, Liens, rights, powers and remedies, but all such requirements, Liens, rights, powers, and remedies shall continue in full force and effect until all Loans and other Obligations owing or to become owing from such Borrower to Agent and each Lender have been fully satisfied. None of the undertakings, agreements, warranties, covenants and representations of any Borrower contained in this Agreement or any of the other Loan Documents and no Default or Event of Default by any Borrower under this Agreement or any other Loan Documents shall be deemed to have been suspended or waived by Lenders, unless such suspension or waiver is by an instrument in writing specifying such suspension or waiver and is signed by a duly authorized representative of Agent and directed to Borrowers.

SECTION 11. THE AGENT

          Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not in its capacity as such assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, any Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable law, unless Agent is indemnified to its satisfaction by the other Lenders against any and all

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liability and expense which it may incur by reason of taking or continuing to take any such action. If Agent seeks the consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

          1.44. Agent’s Reliance, Etc.

          Neither Agent, any Affiliate of Agent, nor any of their respective directors, officers, agents or employees shall be liable in their capacity as such for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, Agent: (i) may treat each Lender party hereto as the holder of Obligations until Agent receives written notice of the assignment or transfer of such Lender’s portion of the Obligations signed by such Lender and in form reasonably satisfactory to Agent; (ii) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iii) makes no warranties or representations to any Lender and shall not be responsible to any Lender for any recitals, statements, warranties or representations made in or in connection with this Agreement or any other Loan Documents; (iv) shall not have any duty beyond Agent’s customary practices in respect of loans in which Agent is the only lender, to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Borrower, to inspect the property (including the books and records) of any Borrower, to monitor the financial condition of any Borrower or to ascertain the existence or possible existence or continuation of any Default or Event of Default; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be liable to any Lender for any action taken, or inaction, by Agent upon the instructions of Majority Lenders pursuant to Section 11.1 hereof or refraining to take any action pending such instructions; (vii) shall not be liable for any apportionment or distributions of payments made by it in good faith pursuant to Section 3 hereof; (viii) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate, message or other instrument or writing (which may be by telephone, facsimile, telegram, cable or telex) believed in good faith by it to be genuine and signed or sent by the proper party or parties; and (ix) may assume that no Event of Default has occurred and is continuing, unless Agent has actual knowledge of the Event of Default, has received notice from a Borrower or a Borrower’s independent certified public accountants stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuing. In the event any apportionment or distribution described in clause (vii) above is determined to have been made in error, the sole recourse of any Person to whom payment

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was due but not made shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.

          1.45. BofA and Affiliates.

          With respect to its commitment hereunder to make Loans, BofA shall have the same rights and powers under this Agreement and the other Loan Documents as any other Lender and may exercise the same as though it were not Agent; and the terms “Lender,” “Lenders” or “Majority Lenders” shall, unless otherwise expressly indicated, include BofA in its individual capacity as a Lender. BofA and its Affiliates may lend money to, and generally engage in any kind of business with, each Borrower, and any Person who may do business with or own Securities of each Borrower all as if BofA were not Agent and without any duty to account therefor to any other Lender.

          1.46. Lender Credit Decision.

          Each Lender acknowledges that it has, independently and without reliance upon Agent or any other Lender and based on the financial statements referred to herein and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. Agent shall not have any duty or responsibility, either initially or on an ongoing basis, to provide any Lender with any credit or other similar information regarding any Borrower.

          1.47. Indemnification.

          Lenders agree to indemnify Agent and each Arranger (to the extent not reimbursed by Borrowers), in accordance with their respective Aggregate Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Agent or either Arranger in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by Agent or either Arranger under this Agreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse Agent and each Arranger promptly upon demand for its ratable share, as set forth above, of any out-of-pocket expenses (including reasonable attorneys’ fees) incurred by Agent or either Arranger in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiation, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Loan Document, to the extent that Agent or either Arranger, as applicable, is not reimbursed for such expenses by Borrowers. The obligations of Lenders under this Section 11.5 shall survive the payment in full of all Obligations and the termination of this Agreement. If after

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payment and distribution of any amount by Agent to Lenders, any Lender or any other Person, including any Borrower, any creditor of any Borrower, a liquidator, administrator or trustee in bankruptcy, recovers from Agent or either Arranger any amount found to have been wrongfully paid to Agent or either Arranger or disbursed by Agent or either Arranger to Lenders, then Lenders, in accordance with their respective Aggregate Percentages, shall reimburse Agent or such Arranger, as applicable, for all such amounts.

          1.48. Rights and Remedies to be Exercised by Agent Only.

          Each Lender agrees that, except as set forth in Section 10.4, no Lender shall have any right individually (i) to realize upon the security created by this Agreement or any other Loan Document, (ii) to enforce any provision of this Agreement or any other Loan Document, or (iii) to make demand for payment by Borrower or any Guarantor under this Agreement or any other Loan Document.

          1.49. Agency Provisions Relating to Collateral.

          Each Lender authorizes and ratifies Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected Agent’s Liens upon the Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; it being understood that Agent shall release its Lien on the Collateral upon termination of the Agreement pursuant to release documentation that is reasonably requested by Borrowers (and Agent agrees with Borrowers to provide such release); or (ii) constituting property being sold or disposed of if the sale or disposition is made in compliance with subsection 8.2.9, as it may be amended from time to time in accordance with the provisions of Section 12.3; it being understood that Agent shall release its Lien on any Collateral that is sold or otherwise disposed of in compliance with subsection 8.2.9 pursuant to release documentation that is reasonably requested by Borrowers (and Agent agrees with Borrowers to provide such releases); or (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other enforcement action with respect to Collateral or in connection with the other exercise by Agent of remedies hereunder or under another Loan Document, in each case after the occurrence and during the continuation of an Event of Default or (v) if approved, authorized or ratified in writing by Agent at the direction of all Lenders. Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has

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been encumbered or that the Liens granted to Agent herein or pursuant to the Security Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, but consistent with the provisions of this Agreement, including given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or liability whatsoever to any Lender.

          1.50. Agent’s Right to Purchase Commitments.

          Agent shall have the right, but shall not be obligated, at any time upon written notice to any Lender and with the consent of such Lender, which may be granted or withheld in such Lender’s sole discretion, to purchase for Agent’s own account all of such Lender’s interests in this Agreement, the other Loan Documents and the Obligations, for the face amount of the outstanding Obligations owed to such Lender, including without limitation all accrued and unpaid interest and fees.

          1.51. Right of Sale, Assignment, Participations.

          Each Borrower hereby consents to any Lender’s participation, sale, assignment, transfer or other disposition, at any time or times hereafter, of this Agreement and any of the other Loan Documents, or of any portion hereof or thereof, including, without limitation, such Lender’s rights, title, interests, remedies, powers, and duties hereunder or thereunder subject to the terms and conditions set forth below:

     1.51.1. Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,000 or any integral multiple of $1,000,000 in excess thereof (or, if less, the aggregate amount of the Loans and Loan Commitments of such Lender), (ii) Agent and, in the absence of a Default or Event of Default, Borrowers, must consent, such consent not to be unreasonably withheld, to each such assignment to a Person that is not an original signatory to this Agreement, (iii) the assigning Lender shall pay to Agent a processing and recordation fee of $3,500 and any out-of-pocket attorneys’ fees and expenses incurred by Agent in connection with any such sale or assignment and (iv) Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated and the Register is updated (x) the assignee Lender thereupon shall become a “Lender” for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Loan Commitments assumed by such other Lender.

     1.51.2. Participations. Upon the consent of Agent and, in the absence of an Event of Default, Borrowers (such consent not to be unreasonably withheld), any

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Lender may grant participations in its extensions of credit hereunder to any other Lender or other lending institution (a “Participant”), provided that (i) no such participation shall be for an amount of less than $5,000,000 or any integral multiple of $1,000,000 in excess thereof (or, if less, the aggregate amount of the Loans and Loan Commitments of such Lender), (ii) no Participant shall thereby acquire any direct rights under this Agreement, (iii) no Participant shall be granted any right to consent to any amendment, except to the extent any of the same pertain to (1) reducing the aggregate principal amount of, or interest rate on, or fees applicable to, any Loan or (2) extending the final stated maturity of any Loan or the stated maturity of any portion of any payment of principal of, or interest or fees applicable to, any of the Loans; provided, that the rights described in this subclause (2) shall not be deemed to include the right to consent to any amendment with respect to or which has the effect of requiring any mandatory prepayment of any portion of any Loan or any amendment or waiver of any Default or Event of Default, (iv) no sale of a participation in extensions of credit shall in any manner relieve the originating Lender of its obligations hereunder, (v) the originating Lender shall remain solely responsible for the performance of such obligations, (vi) Borrowers and Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (vii) in no event shall any financial institution purchasing the participation grant a participation in its participation interest in the Loans without the prior written consent of Agent, and, in the absence of a Default or an Event of Default, Borrowers, which consents shall not unreasonably be withheld and (viii) all amounts payable by Borrowers hereunder shall be determined as if the originating Lender had not sold any such participation.

     1.51.3. Certain Agreements of Borrowers. Each Borrower agrees that (i) it will use its commercially reasonable efforts to cooperate with each Lender to effect the sale of participation in or assignments of any of the Loan Documents or any portion thereof or interest therein, including, without limitation, assisting in the preparation of appropriate disclosure documents and making members of management available at reasonable times to meet with and answer questions of potential assignees and Participants; and (ii) subject to the provisions of Section 12.15 hereof, such Lender may disclose credit information regarding each Borrower to any potential Participant or assignee.

     1.51.4. Non U.S. Resident Transferees. If, pursuant to this Section 11.9, any interest in this Agreement or any Loans is transferred to any transferee which is organized under the laws of any jurisdiction other than the United States or any state thereof, the transferor Lender shall cause such transferee (other than any Participant), and may cause any Participant, concurrently with and as a condition precedent to the effectiveness of such transfer, to (i) represent to the transferor Lender (for the benefit of the transferor Lender, Agent, and Borrowers) that under applicable law and treaties no taxes will be required to be withheld and paid by Agent, Borrowers or the transferor Lender with respect to any payments to be made to such transferee in

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respect of the interest so transferred and (ii) comply with the provisions of Section 2.12(b).

     1.51.5. Register. Pursuant to this subsection 11.9.5, Borrowers hereby designate Agent to serve as agent for the purposes of this subsection 11.9.5, and Agent agrees, to maintain, or cause to be maintained at its offices, a listing of the name and address of each Lender and the Revolving Loan Commitment of, the principal balance of and stated interest on the Loans owing to, each Lender (the “Register”). The entries in such listing shall be conclusive and binding for all purposes, absent manifest error, and Borrowers, Agent and Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. Loans and Commitments may be assigned or sold in whole or in part only by recordation of such assignment or sale in the Register. The Register shall be available for inspection by Borrowers and any Lender at any reasonable time upon reasonable prior notice.

     1.52. [Intentionally Omitted].

     1.53. Resignation of Agent; Appointment of Successor.

          Agent may resign as Agent by giving not less than thirty (30) days’ prior written notice to Lenders and Borrowers. If Agent shall resign under this Agreement, then, (i) subject to the consent of Borrowers (which consent shall not be unreasonably withheld and which consent shall not be required during any period in which a Default or an Event of Default exists), Majority Lenders shall appoint from among Lenders a successor agent for Lenders or (ii) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to Lenders and Borrowers of its resignation, then Agent shall appoint a successor agent who shall serve as Agent until such time as Majority Lenders appoint a successor agent, subject to Borrowers’ consent as set forth above. Upon its appointment, such successor agent shall succeed to the rights, powers and duties of Agent and the term “Agent” shall mean such successor effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any Agent hereunder, the provisions of this Section 11 shall inure to the benefit of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or not taken by it while it was an Agent under this Agreement.

     1.54. Audit and Examination Reports; Disclaimer by Lenders.

     By signing this Agreement, each Lender:

     (a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each audit or examination report (each a “Report” and collectively, “Reports”) prepared by or on behalf of Agent;

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     (b) expressly agrees and acknowledges that Agent (i) does not make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report;

     (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any audit or examination will inspect only specific information regarding each Borrower and will rely significantly upon each Borrower’s books and records, as well as on representations of each Borrower’s personnel;

     (d) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its assignees or participants, or use any Report in any other manner, in accordance with the provisions of Section 12.15; and

     (e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to any Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of any Borrower; and (ii) to pay and protect, and indemnify, defend and hold Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses and other amounts (including attorney’s fees and expenses) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

     1.55. Syndication Agent and Arrangers.

     None of the Syndication Agent or the Arrangers identified in the introductory paragraph of this Agreement, in its capacity as such, shall have any rights, powers, duties or responsibilities, and no rights, powers, duties or responsibilities shall be read into this Agreement or any other Loan Document or otherwise exist on behalf of or against such entity, in its capacity as such. If any of the Syndication Agent or the Arrangers resigns, in its capacity as such, no successor Syndication Agent or Arranger (as applicable) shall be appointed.

     1.56. Real Property Collateral.

     Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, Agent shall not take any action to foreclose upon, acquire or take possession of or occupy, or exercise any remedies by which it will take title or otherwise come into ownership in respect of Collateral

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consisting of real Property (the “Affected Collateral”) or purchase or otherwise acquire (including in lieu of actual payment of a purchase price) any stock or other equity interest in any Borrower or other Person that owns the Affected Collateral unless and until (i) Lenders have obtained, at Borrowers’ joint and several expense, a Phase II environmental site assessment with respect to the Affected Collateral, prepared by an environmental consultant reasonably acceptable to Lenders and (ii) each Lender has confirmed that no remediation is required by such Lender or that any remediation has been completed to the satisfaction of such Lender with respect to the Affected Collateral.

SECTION 12. MISCELLANEOUS

          Each Borrower hereby irrevocably designates, makes, constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact), solely with respect to the matters set forth in this Section 12.1, and Agent, or Agent’s agent, may, without notice to any Borrower and in such Borrower’s or Agent’s name, but at the cost and expense of such Borrower:

     1.56.1. Subject to the third sentence of subsection 3.4.1 to the extent that the taking of any action pursuant to this subsection 12.1.1 causes a credit balance to exist in the Loan Account, at such time or times as Agent or said agent, in its sole discretion, may determine, endorse such Borrower’s name on any checks, notes, acceptances, drafts, money orders or any other evidence of payment or proceeds of the Collateral which come into the possession of Agent or under Agent’s control.

     1.56.2. At such time or times after the occurrence and during the continuance of an Event of Default (provided that the occurrence of an Event of Default shall not be required with respect to clauses (iv), (vi)(except as set forth below in such clause (vi)), (viii) and (ix) below), as Agent or its agent in its sole discretion may determine: (i) demand payment of the Accounts from the Account Debtors, enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise all of such Borrower’s rights and remedies with respect to the collection of the Accounts; (ii) settle, adjust, compromise, discharge or release any of the Accounts or other Collateral or any legal proceedings brought to collect any of the Accounts or other Collateral; (iii) sell or assign any of the Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent deems advisable, and at Agent’s option, with all warranties regarding the Collateral disclaimed; (iv) take control, in any manner, of any item of payment or proceeds relating to any Collateral at any time when a Dominion Period is in effect; (v) prepare, file and sign such Borrower’s name to a proof of claim in bankruptcy or similar document against any Account Debtor or to any notice of lien, assignment or satisfaction of lien or similar document in connection with any of the Collateral; (vi) receive, open and dispose of all mail addressed to such Borrower and, if an Event of Default has occurred and is continuing, notify postal authorities to change the address for delivery thereof to such address as Agent may designate until such time as no Event of Default exists; provided, that any contents of such mail other than any

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checks, notes, acceptances, drafts, money orders or other evidence of payment or proceeds of the Collateral shall be furnished by Agent to such Borrower in accordance with written instructions provided by such Borrower; (vii) endorse the name of such Borrower upon any of the items of payment or proceeds relating to any Collateral and deposit the same to the account of Agent on account of the Obligations; (viii) endorse the name of such Borrower upon any chattel paper, document, instrument, invoice, freight bill, bill of lading or similar document or agreement relating to any Collateral; (ix) use such Borrower’s stationery and sign the name of such Borrower to verifications of the Accounts and notices thereof to Account Debtors (provided that Agent shall deliver drafts of any such written communication to such Borrower prior to the delivery thereof to any Account Debtors); (x) use the information recorded on or contained in any data processing equipment and Computer Hardware and Software relating to the Accounts, Inventory, Equipment and any other Collateral; (xi) make and adjust claims under policies of insurance to the extent related to the Collateral; and (xii) do all other acts and things necessary, in Agent’s determination, to fulfill such Borrower’s obligations under this Agreement.

          The power of attorney granted hereby shall constitute a power coupled with an interest and shall be irrevocable.

          1.57. Indemnity.

          Each Borrower hereby agrees to jointly and severally indemnify Agent, each Arranger and each Lender (and each of their Affiliates) and hold Agent, each Arranger and each Lender (and each of their Affiliates) harmless from and against any liability, loss, damage, suit, action or proceeding suffered or incurred by any such Person (including reasonable documented attorneys fees and legal expenses) as the result of such Borrower’s failure to observe, perform or discharge such Borrower’s duties hereunder (subject to subsection 2.12) or arising from or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby, except those determined by a court of competent jurisdiction in a final nonappealable judgment to have arisen out of the bad faith, gross negligence or willful misconduct of, or breach of the terms of this Agreement or any other Loan Document by, Agent, either Arranger or such Lender. In addition, each Borrower shall defend Agent, each Arranger and each Lender (and each of their Affiliates) against and hold it harmless from all claims of any Person with respect to the Collateral (except those determined by a court of competent jurisdiction in a final nonappealable judgment to have resulted from the bad faith, gross negligence or intentional misconduct of, or breach of the terms of this Agreement or any other Loan Document by, any such Person seeking indemnity). Without limiting the generality of the foregoing, each Borrower shall indemnify and hold harmless Agent, each Arranger and each Lender (and each of their Affiliates) from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or under the Environmental Laws, or attributable to the use, generation, storage, release, threatened release, discharge, disposal or presence of any pollutants, flammables, explosives, petroleum (including crude oil) or any fraction thereof, radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of toxic or hazardous substances, wastes, or materials under any Environmental Law, except for those losses,

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damages, costs, expenses or liabilities determined by a court of competent jurisdiction in a final nonappealable judgment to have arisen out of the bad faith, gross negligence or willful misconduct of Agent, either Arranger or such Lender. Notwithstanding any contrary provision in this Agreement, the obligation of each Borrower under this Section 12.2 shall survive the payment in full of the non-indemnity Obligations and the termination of this Agreement.

          1.58. Amendments.

          No amendment or waiver of any provision of this Agreement or any other Loan Document (including without limitation any Note), nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment, waiver or consent shall be effective, unless (i) in writing and signed by each Lender, if it does any of the following: (1) increase or decrease the aggregate Loan Commitments, or any Lender’s Revolving Loan Commitment, (2) reduce the principal of, or interest on, any amount payable on any date hereunder or under any Note, other than those payable only to BofA in its capacity as Agent, which may be reduced by BofA unilaterally, (3) decrease any interest rate payable hereunder, the Unused Line Fee or any other fee payable to Lenders (as opposed to Agent or either Arranger), (4) postpone any date fixed for any payment of principal of, or interest on, any amounts payable hereunder or under any Note, other than those payable only to BofA in its capacity as Agent, which may be postponed by BofA unilaterally; provided, that notwithstanding the foregoing or any other provision of this Section 12.3 to the contrary, the extension of a due date for a mandatory prepayment of the Obligations required under subsection 3.3.1, 3.3.2 or 3.3.3 or a modification of the manner in which any such prepayment is applied to the Obligations shall be subject to the approval of the Majority Lenders and Borrowers, (5) modify the definitions of any of the terms Borrowing Base (including, without limitation, the percentages set forth in the definition of such term), Eligible Account, Eligible Inventory, Eligible Extended Municipal Accounts, Eligible Extra Extended Municipal Accounts, and Eligible Patterns and Core Boxes if the effect of such modification is to increase the amount available to be borrowed in respect of the Revolving Loans, or modify the definitions of any of the terms Dominion Event and Dominion Period, (6) reduce the number of Lenders that shall be required for Lenders or any of them to take any action hereunder, (7) release or discharge any Person (other than an Inactive Subsidiary) liable for the performance of any obligations of any Borrower hereunder or under any of the Loan Documents, (8) amend any provision of this Agreement that requires the consent of all Lenders or consent to or waive any breach thereof, (9) amend the definition of the term “Majority Lenders”, (10) amend this Section 12.3, subsection 1.1.2, subsection 1.1.4(i) or subsection 1.1.5, (11) release Collateral having a fair market value that exceeds $5,000,000 in the aggregate, unless otherwise permitted pursuant to Section 11.7 hereof or (12) subordinate the Obligations to any other Indebtedness or subordinate any of the Liens on the Collateral securing the Obligations to any other Liens, except in the case of subordination of Agent’s Liens on assets subject to permitted Capitalized Lease Obligations or Permitted Purchase Money Indebtedness or pursuant to the terms of the Secured Bond Intercreditor Agreement or any intercreditor agreement applicable to Indebtedness that has refinanced the Secured Bonds in

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compliance with subsection 8.2.3 (in each case which Agent shall be permitted to effect without the consent of any other Lender), or amend the terms of the Secured Bond Intercreditor Agreement in a manner that is adverse to the Lenders; or (ii) in writing and signed by Agent in addition to the Lenders required above to affect the rights or duties of Agent under this Agreement, any Note or any other Loan Document. If a fee is to be paid by Borrowers in connection with any waiver or amendment hereunder, the agreement evidencing such amendment or waiver may, at the discretion of Agent (but shall not be required to), provide that only Lenders executing such agreement by a specified date may share in such fee (and in such case, such fee shall be divided among the applicable Lenders on a pro rata basis without including the interests of any Lenders who have not timely executed such agreement).

          1.59. Sale of Interest.

          No Borrower may sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, without limitation, such Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent and each Lender.

          1.60. Severability.

          Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

          1.61. Successors and Assigns.

          This Agreement, the Other Agreements and the Security Documents shall be binding upon and inure to the benefit of the successors and assigns of Borrowers, Agent and each Lender permitted under Section 11.9 hereof.

          1.62. Cumulative Effect; Conflict of Terms.

          The provisions of the Other Agreements and the Security Documents are hereby made cumulative with the provisions of this Agreement. Except as otherwise provided in any of the other Loan Documents by specific reference to the applicable provision of this Agreement, if any provision contained in this Agreement is in direct conflict with, or inconsistent with, any provision in any of the other Loan Documents, the provision contained in this Agreement shall govern and control.

          1.63. Execution in Counterparts.

          This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.

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          1.64. Notice.

          Except as otherwise provided herein, all notices, requests and demands to or upon a party hereto, to be effective, shall be in writing, return receipt requested, by personal delivery against receipt, by overnight courier or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered or received, as applicable, immediately when delivered against receipt, one Business Day after deposit with an overnight courier or, in the case of facsimile notice, when sent, addressed as follows:

If to Agent:	Bank of America, N.A.
	One South Wacker Drive
	Suite 3400
	Chicago, Illinois 60606
	Attention: Business Capital, Senior Portfolio
	Manager
	Facsimile No.: (312) 332-6537
With a copy to:	Goldberg, Kohn, Bell, Black,
	Rosenbloom & Moritz, Ltd.
	55 East Monroe Street
	Suite 3700
	Chicago, Illinois 60603
	Attention: David L. Dranoff, Esq.
	Facsimile No.: (312) 332-2196
If to any Borrower:	c/o Neenah Foundry Company
	2121 Brooks Avenue
	Neenah, Wisconsin 54956
	Attention: Mr. Gary LaChey
	Facsimile No.: (920) 729-3633
With a copy to:	Quarles & Brady LLP
	411 East Wisconsin Avenue
	Milwaukee, Wisconsin 53202-4497
	Attention: Andrew M. Barnes, Esq.
	Facsimile No.: (414) 978-8990

or to such other address as each party may designate for itself by notice given in accordance with this Section 12.9; provided, however, that any notice, request or demand to or upon Agent or a Lender pursuant to subsection 3.1.1 or 4.2.2 hereof shall not be effective until received by Agent or such Lender.

          1.65. Consent.

          Whenever Agent’s, Majority Lenders’ or all Lenders’ consent is required to be obtained under this Agreement, any of the Other Agreements or any of the Security Documents

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as a condition to any action, inaction, condition or event, except as otherwise specifically provided herein, Agent, Majority Lenders or all Lenders, as applicable, shall be authorized to give or withhold such consent in their sole and absolute discretion and to condition its consent upon the giving of additional Collateral security for the Obligations, the payment of money or any other matter.

          1.66. Credit Inquiries.

          Each Borrower hereby authorizes and permits Agent and each Lender to respond to usual and customary credit inquiries from third parties concerning such Borrower or any of its Subsidiaries, subject to the provisions of Section 12.15.

          1.67. Time of Essence.

          Time is of the essence of this Agreement, the Other Agreements and the Security Documents.

          1.68. Entire Agreement.

          Except as otherwise expressly provided herein with respect to the Original Loan Agreement, this Agreement and the other Loan Documents, together with all other instruments, agreements and certificates executed by the parties in connection therewith or with reference thereto, embody the entire understanding and agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and inducements, whether express or implied, oral or written.

          1.69. Interpretation.

          No provision of this Agreement or any of the other Loan Documents shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or dictated such provision.

          1.70. Confidentiality.

          Agent and each Lender shall keep confidential (and shall use best efforts to cause its respective agents to keep confidential) all nonpublic information obtained pursuant to the requirements of this Agreement in accordance with Agent’s and such Lender’s customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices and in any event may make disclosure reasonably required by a prospective participant or assignee in connection with the contemplated participation or assignment or as required or requested by any governmental authority or representative thereof or pursuant to legal process and shall require any such participant or assignee to agree to comply with this Section 12.15. The provisions of this Section 12.15 shall remain operative and in full force and effect regardless of the expiration or termination of this Agreement.

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          1.71. GOVERNING LAW; CONSENT TO FORUM.

          THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED IN AND SHALL BE DEEMED TO HAVE BEEN MADE IN CHICAGO, ILLINOIS. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS (WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS); PROVIDED, HOWEVER, THAT IF ANY OF THE COLLATERAL SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN ILLINOIS, THE LAWS OF SUCH JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF AGENT’S LIEN UPON SUCH COLLATERAL AND THE ENFORCEMENT OF AGENT’S OTHER REMEDIES IN RESPECT OF SUCH COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT WITH THE LAWS OF ILLINOIS. AS PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF ANY BORROWER, AGENT OR ANY LENDER, EACH BORROWER HEREBY CONSENTS AND AGREES THAT THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS, OR, AT AGENT’S OPTION, THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWERS ON THE ONE HAND AND AGENT OR ANY LENDER ON THE OTHER HAND PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY AGREEMENT TO WHICH ANY BORROWER IS A PARTY, EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH BORROWER HEREBY WAIVES ANY OBJECTION WHICH SUCH BORROWER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH BORROWER AT THE ADDRESS SET FORTH IN THIS AGREEMENT OR OTHERWISE PROVIDED TO AGENT AS A NEW NOTICE ADDRESS IN ACCORDANCE WITH THE TERMS HEREOF AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH BORROWER’S ACTUAL RECEIPT THEREOF OR 5 BUSINESS DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF AGENT OR ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY AGENT OR ANY LENDER OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH

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FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

          1.72. WAIVERS.

          EACH BORROWER WAIVES (i) THE RIGHT TO TRIAL BY JURY (WHICH AGENT AND EACH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL; (ii) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS , CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY AGENT OR ANY LENDER ON WHICH SUCH BORROWER MAY IN ANY WAY BE LIABLE; (iii) NOTICE PRIOR TO AGENT’S TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING AGENT TO EXERCISE ANY OF AGENT’S REMEDIES; (iv) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS; (v) NOTICE OF ACCEPTANCE HEREOF AND (vi) EXCEPT AS PROHIBITED BY LAW, ANY RIGHT TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES (SUCH DAMAGES BEING WAIVED BY BORROWERS ALSO BEING WAIVED BY AGENT AND EACH LENDER). EACH BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO AGENT’S AND EACH LENDER’S ENTERING INTO THIS AGREEMENT AND THAT AGENT AND EACH LENDER IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE DEALINGS WITH SUCH BORROWER. EACH BORROWER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

          1.73. Advertisement.

          Each Borrower hereby authorizes Agent to publish the name of such Borrower and the amount of the credit facility provided hereunder in any “tombstone” or comparable advertisement which Agent elects to publish. In addition, each Borrower agrees that, notwithstanding the provisions of Section 12.15, Agent may provide lending industry trade organizations with information necessary and customary for inclusion in league table measurements after the Closing Date.

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          IN WITNESS WHEREOF, this Agreement has been duly executed on the day and year specified at the beginning of this Agreement.

BORROWERS: NEENAH FOUNDRY COMPANY DEETER FOUNDRY, INC. MERCER FORGE CORPORATION DALTON CORPORATION DALTON CORPORATION, STRYKER MACHINING FACILITY CO. DALTON CORPORATION, WARSAW MANUFACTURING FACILITY ADVANCED CAST PRODUCTS, INC. GREGG INDUSTRIES, INC. A & M SPECIALTIES, INC. NEENAH TRANSPORT, INC. DALTON CORPORTION, KENDALLVILLE MANUFACTURING FACILITY
By	/s/ Gary W. LaChey
Its	Corporate Vice President - Finance and
	Chief Financial Officer

AGENT, LENDERS AND LETTER OF CREDIT ISSUERS: BANK OF AMERICA, N.A., as Agent and as a Lender
By	/s/ Robert Lund
Title	Senior Vice President
Revolving Loan Commitment: $75,000,000

CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, Co-Lead Arranger and Co-Book Manager
By	/s/ Joseph Adipietro
Title	Managing Director
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender
By	/s/ Ian Nalitt
Title	Vice President
By	/s/ Thomas Cantello
Title	Vice President
Revolving Loan Commitment: $25,000,000

BANC OF AMERICA SECURITIES LLC, as Co-Lead Arranger and Co-Book Manager
By	Janet Jarrett
Title	Principal

APPENDIX A

GENERAL DEFINITIONS

          When used in the Amended and Restated Loan and Security Agreement dated as of December 29, 2006, by and among BANK OF AMERICA, N.A., individually as a Lender and as Agent for Lenders, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent for Lenders, BANC OF AMERICA SECURITIES LLC AND CREDIT SUISSE SECURITIES (USA) LLC, as Co-Lead Arrangers and Book Managers, the other financial institutions which are or become parties thereto as Lenders and NEENAH FOUNDRY COMPANY AND EACH SUBSIDIARY OF NEENAH FOUNDRY COMPANY IDENTIFIED ON THE SIGNATURES PAGES THERETO AS A BORROWER, (a) the terms Account, Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Account, Document, Electronic Chattel Paper, Equipment, Financial Asset, Fixture, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Payment Intangibles, Proceeds, Security Entitlement, Software, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security have the respective meanings assigned thereto under the UCC; (b) all terms reflecting Collateral having the meanings assigned thereto under the UCC shall be deemed to mean such Property, whether now owned or hereafter created or acquired by a Borrower or in which such Borrower now has or hereafter acquires any interest; (c) capitalized terms which are not otherwise defined have the respective meanings assigned thereto in said Amended and Restated Loan and Security Agreement; and (d) the following terms shall have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):

     Account Debtor — any Person who is or may become obligated under or on account of any Account, Contract Right, Chattel Paper or General Intangible.

     Advanced Cast – Advanced Cast Products, Inc., a Delaware corporation.

     Affected Collateral – as defined in subsection 11.14 of the Agreement.

     Affiliate — a Person (other than a Subsidiary): (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, a Person; (ii) which beneficially owns or holds 10% or more of any class of the Voting Stock of a Person; or (iii) 10% or more of the Voting Stock (or in the case of a Person which is not a corporation, 10% or more of the equity interest) of which is beneficially owned or held by a Person or a Subsidiary of a Person.

     Agent – Bank of America, N.A. in its capacity as agent for the Lenders under the Agreement and any successor in that capacity appointed pursuant to subsection 11.11 of the Agreement.

     Agent Loans – as defined in subsection 1.1.5 of the Agreement.

     Aggregate Percentage — with respect to each Lender, the percentage equal to the quotient of (i) such Lender’s Loan Commitment divided by (ii) the aggregate of all Loan Commitments.

     Agreement — the Amended and Restated Loan and Security Agreement referred to in the first sentence of this Appendix A, all Exhibits and Schedules thereto and this Appendix A, as each of the same may be amended from time to time.

     Applicable Margin — from the Closing Date to, but not including, the first Adjustment Date (as hereinafter defined) the percentages set forth below with respect to the Base Rate Portion, the LIBOR Portion, and the Unused Line Fee:

Base Rate Portion	0.00	%
LIBOR Portion	1.25	%
Unused Line Fee	0.25	%

     The percentages set forth above will be adjusted on the first day of the month following delivery by Borrowers to Agent of the Borrowing Base Certificate required to be delivered pursuant to subsection 8.1.4, and the financial statements required to be delivered pursuant to subsection 8.1.3(ii) of the Agreement (and the related Compliance Certificate), for each March 31, June 30, September 30 and December 31 during the Term, commencing with the Borrowing Base Certificate, and financial statements (and the related Compliance Certificate), required to be delivered for the month ending on December 31, 2007 (each such date, an “Adjustment Date”), effective prospectively, by reference to the applicable “Financial Measurement” (as defined below) for the fiscal quarter most recently ending in accordance with the following:

Financial Measurement	Base Rate Portion			LIBOR Portion			Unused Line Fee
Less than $35,000,000		0.25	%		1.75	%		0.25	%
Greater than or equal to $35,000,000 but less than $70,000,000		0.00	%		1.50	%		0.25	%
Greater than or equal to $70,000,000		0.00	%		1.25	%		0.25	%

     provided; that (i) if Borrowers fail to deliver the Borrowing Base Certificate required to be delivered pursuant to subsection 8.1.4, or the financial statements required to be delivered pursuant to subsection 8.1.3(ii) of the Agreement (and the related Compliance Certificate), on or before the due date thereof, the Applicable Margin shall automatically adjust to the highest pricing tier set forth above, effective prospectively from such due date until the date such financial statements have been delivered and (ii) if the Total Leverage Ratio as of the last day of any fiscal quarter of Borrowers is less than 3.0:1.0, the Applicable Margin as it relates to Base Rate Portions and LIBOR Portions shall be reduced by 0.25% for the period commencing on the Adjustment Date immediately following such fiscal quarter end date and ending on the next succeeding Adjustment Date (provided, further, that (x) in no

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event shall any adjustment pursuant to this clause (ii) cause the Applicable Margin as it relates to Base Rate Portions to be less than 0.00%) and (y) if Borrowers’ audited financial statements for any fiscal year delivered pursuant to subsection 8.1.3(i) of the Agreement (and the related Compliance Certificate) reflect a Total Leverage Ratio that yields a higher Applicable Margin than that yielded by the monthly financial statements previously delivered pursuant to subsection 8.1.3(ii) of the Agreement (and the related Compliance Certificate) for the last month of such fiscal year, the Applicable Margin shall be readjusted retroactively for the period that was incorrectly calculated).

     For purposes hereof, “Financial Measurement” shall mean, as of any Adjustment Date, average Availability (as determined by Agent in its reasonable credit judgment) for the most recently completed fiscal quarter of Borrowers.

     Arrangers – Banc of America Securities LLC and Credit Suisse Securities (USA) LLC, in their respective capacities as Co-Lead Arrangers and Book Managers under the Agreement.

     Ashland Parcel – the real Property of Dalton — Ashland located at 1681 Orange Road, Ashland, Ohio.

     Assignment and Acceptance Agreement – an assignment and acceptance agreement in the form attached hereto as Exhibit A-1 pursuant to which a Lender assigns to another Lender all or any portion of any of such Lender’s Revolving Loan Commitment, as permitted pursuant to the terms of this Agreement.

     Availability — the aggregate amount of additional money which Borrowers are entitled to borrow from time to time as Revolving Credit Loans, such amount being the difference derived when the sum of the principal amount of Revolving Credit Loans then outstanding (including any amounts which Agent or any Lender may have paid for the account of any Borrower pursuant to any of the Loan Documents and which have not been reimbursed by Borrowers), the LC Amount and any Reserves is subtracted from the Borrowing Base (as the Borrowing Base is reflected on the most recent Borrowing Base Certificate that has been delivered by Borrowers to Agent pursuant to subsection 8.1.4 of the Agreement). If the amount outstanding is equal to or greater than the Borrowing Base, Availability is 0.

     Bank –Bank of America, N.A..

     Base Rate – the higher of (i) the rate of interest announced or quoted by Bank from time to time as its prime rate for commercial loans, whether or not such rate is the lowest rate charged by Bank to its most preferred borrowers (and, if such prime rate for commercial loans is discontinued by Bank as a standard, a comparable reference rate designated by Bank as a substitute therefor) or (ii) the Federal Funds Rate plus 50 basis points per annum.

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     Base Rate Portion — that portion of the Revolving Credit Loans that is not subject to a LIBOR Option.

     Belcher — Belcher Corporation, a Delaware corporation.

     Borrowing Base — as at any date of determination thereof, an amount equal to the least of:

     (i) the Revolving Credit Maximum Amount;

     (ii) an amount equal to the sum of

     (a) 85% of the net amount of Eligible Accounts outstanding at such date; plus

     (b) the lesser of (1) $3,000,000 or (2) the sum of (i) 50% of the net amount of Eligible Extended Municipal Accounts outstanding at such date plus (ii) 25% of the net amount of Eligible Extra Extended Municipal Accounts outstanding at such date; plus

     (c) the lesser of (1) (i) during the period beginning on January 1 of each year and ending on March 31 of such year, 95% of the net orderly liquidation percentage of each category or type of Eligible Inventory at such date and (ii) during the period beginning on April 1 of each year and ending on December 31 of such year, 85% of the net orderly liquidation percentage of each category or type of Eligible Inventory at such date; or (2) 75% of the amount of each category or type of Eligible Inventory at such date; plus

     (d) the lesser of (1) $5,000,000 or (2) 85% of the net orderly liquidation percentage of Eligible Patterns and Core Boxes; or

     (iii) the “Borrowing Base Amount” under and as defined in the Secured Bond Indenture.

     During the occurrence and continuance of an Event of Default, the limitations set forth in the immediately preceding sentence may be adjusted downward by Agent and the requirements in the definitions of Eligible Accounts, Eligible Extended Municipal Accounts, Eligible Extra Extended Municipal Accounts, Eligible Inventory and Eligible Patterns and Core Boxes may be supplemented by Agent, as Agent shall deem necessary or appropriate in its reasonable credit judgment (with Agent agreeing to provide Borrowers with reasonably prompt notice of the making of any such adjustment or the establishment of any such supplement). For purposes hereof,

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(1) the net amount of Eligible Accounts at any time shall be the face amount of such Eligible Accounts less any and all returns, rebates, discounts (which may, at Agent’s option, be calculated on shortest terms), credits, allowances or excise taxes of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time, (2) the amount of Eligible Inventory shall be determined on a first-in, first-out, lower of cost or market basis in accordance with GAAP and (3) the net orderly liquidation percentage of each category or type of Eligible Inventory and of Eligible Patterns and Core Boxes shall be determined by a third party appraiser reasonably acceptable to Agent and shall be as reflected in the most recent appraisal of Inventory or Patterns and Core Boxes, as applicable, that has been delivered to Agent under this Agreement.

     Borrowing Base Certificate – a certificate by a responsible officer of Neenah, substantially in the form of Exhibit 8.1.4 (or another form reasonably acceptable to Agent) setting forth the calculation of the Borrowing Base, including a calculation of each component thereof, all in such detail as shall be reasonably satisfactory to Agent. All calculations of the Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall originally be made by Neenah and certified to Agent.

     Business Day — any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of Wisconsin, the State of Connecticut or the State of Illinois or is a day on which banking institutions located in any of such states are closed.

     Capital Expenditures — expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements, replacements, substitutions or additions thereto which have a useful life of more than one year, including the total principal portion of Capitalized Lease Obligations, that are required to be capitalized under GAAP.

     Capitalized Lease Obligation — any Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

     Cast Alloys – Cast Alloys, Inc., a California corporation.

     Closing Date — the date on which all of the conditions precedent in Section 9 of the Agreement are satisfied or waived and the initial Loan is made (or otherwise becomes outstanding) or the initial Letter of Credit or LC Guaranty is issued (or otherwise becomes outstanding) under the Agreement.

     Collateral — all of the Property and interests in Property described in Section 5 of the Agreement, and all other Property and interests in Property that now or hereafter secure the payment and performance of any of the Obligations.

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     Compliance Certificate – as defined in subsection 8.1.3 of the Agreement.

     Computer Hardware and Software – all of each Borrower’s rights (including rights as licensee and lessee) with respect to (i) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (ii) all Software and all software programs designed for use on the computers and electronic data processing hardware described in clause (i) above, including all operating system software, utilities and application programs in any form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any firmware associated with any of the foregoing; and (iv) any documentation for hardware, Software and firmware described in clauses (i), (ii) and (iii) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes.

     Consolidated — the consolidation in accordance with GAAP of the accounts or other items as to which such term applies.

     Contract Right – any right of each Borrower to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance.

     Current Assets — at any date means all of the current assets of a Person would be properly classified as current assets shown on a balance sheet at such date in accordance with GAAP.

     Dalton – Dalton Corporation, an Indiana corporation.

     Dalton — Ashland – Dalton Corporation, Ashland Manufacturing Facility, an Ohio corporation.

     Deeter – Deeter Foundry, Inc., a Nebraska corporation.

     Default — an event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default.

     Default Rate — as defined in subsection 2.1.2 of the Agreement.

     Derivative Obligations — every obligation of a Person under any forward contract, futures contract, exchange contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreement), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices.

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     Distribution — in respect of any Person means and includes: (i) the payment of any dividends or other distributions on Securities (except distributions in such Securities) and (ii) the redemption or acquisition of Securities of such Person, as the case may be, unless made contemporaneously from the net proceeds of the sale of Securities.

     Dominion Account — a special bank account or accounts of Agent established by a Borrower pursuant to subsection 6.2.4 of the Agreement at banks selected by such Borrower, but acceptable to Agent in its reasonable discretion, and over which Agent shall have sole and exclusive access and control for withdrawal purposes.

     Dominion Event – the occurrence of either one of the following events on any date: (a) Availability (as determined by Agent in its reasonable credit judgment) is less than $15,000,000 or (b) an Event of Default occurs.

     Dominion Period – the period commencing with prior written notice by Agent to Borrowers of the occurrence of a Dominion Event and ending (a) no less than 60 days thereafter and (b) only after such Dominion Event is no longer in existence or has been waived by Majority Lenders for a period of at least 60 consecutive days, provided, that no other Dominion Event has been in existence during such 60 consecutive day period.

     Eligible Account — an Account arising in the ordinary course of the business of a Borrower from the sale of goods or rendition of services; provided, that no Account shall be an Eligible Account if:

     (i) it arises out of a sale made or services rendered by a Borrower to a Subsidiary of a Borrower or an Affiliate of a Borrower or to a Person controlled by an Affiliate of a Borrower (unless it is an Account arising out of an arms-length transaction with a Person that is an Affiliate of a Borrower, or a Person controlled by an Affiliate of a Borrower, solely by virtue of being a portfolio company of a Permitted Holder); or

     (ii) (1) it is not a Municipal Account and it remains unpaid more than 90 days after the original invoice date shown on the invoice or more than 60 days after the original due date shown on the invoice; or (2) it is a Municipal Account and it remains unpaid more than 120 days after the original invoice date shown on the invoice or more than 90 days after the original due date shown on the invoice; or

     (iii) the total Accounts of the Account Debtor exceed 20% of the net amount of all Eligible Accounts, but only to the extent of such excess; or

     (iv) any covenant, representation or warranty contained in the Agreement with respect to such Account has been breached; or

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     (v) the Account Debtor is also a creditor or supplier of a Borrower or any Subsidiary of a Borrower, or the Account Debtor has disputed liability with respect to such Account, or the Account Debtor has made any claim with respect to any other Account due from such Account Debtor to a Borrower or any Subsidiary of a Borrower, or the Account otherwise is subject to right of setoff by the Account Debtor, provided, that in each case any such Account shall be eligible to the extent such amount thereof exceeds such contract, dispute, claim, setoff or similar right; or

     (vi) the Account Debtor (other than Dana Corporation relating to Accounts arising from Dana Corporation on a post-petition basis) has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or a decree or order for relief has been entered by a court having jurisdiction in the premises in respect of the Account Debtor in an involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other petition or other application for relief under the federal bankruptcy laws, as now constituted or hereafter amended, has been filed against the Account Debtor, or if the Account Debtor has suspended business or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for it or for all or a significant portion of its assets or affairs; or

     (vii) it arises from a sale made or services rendered to an Account Debtor outside the United States, unless the sale is either (1) to an Account Debtor located in Ontario or any other province of Canada in which the Personal Property Security Act has been adopted in substantially the same form as currently in effect in Ontario or (2) on letter of credit, guaranty or acceptance terms (with the rights thereunder having been assigned to Agent), in each case acceptable to Agent in its reasonable credit judgment; or

     (viii) (1) it arises from a sale to the Account Debtor on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment, or any other repurchase or return basis, except to the extent that (a) the sale has been completed, (b) an invoice has been generated, (c) such goods are no longer subject to return and (d) payment of the invoice is unconditionally due from the Account Debtor; or (2) it is subject to a reserve established by a Borrower for potential returns or refunds, to the extent of such reserve; or

     (ix) the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless the applicable Borrower assigns its right to payment of such Account to Agent, in a manner satisfactory to Agent, in its reasonable credit judgment, so as to comply with the Assignment of Claims Act of 1940 (31 U.S.C. §203 et seq., as amended); or

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     (x) it is not subject to Agent’s duly perfected, first priority security interest or is subject to a Lien that is not a Permitted Lien (but only to the extent of the underlying obligation which such Lien secures); or

     (xi) the goods giving rise to such Account have not been delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed by the applicable Borrower and accepted by the Account Debtor or the Account otherwise does not represent a final sale; or

     (xii) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; or

     (xiii) a Borrower or a Subsidiary of a Borrower has made any agreement with the Account Debtor for any extension, compromise, settlement or modification of the Account or deduction therefrom, except for volume discounts and discounts or allowances which are made in the ordinary course of business (in each case which discounts or allowances are reflected in the calculation of the face value of each invoice related to such Account); or

     (xiv) 50% or more of the Accounts owing from the Account Debtor are not Eligible Accounts hereunder; or

     (xv) it represents service charges, late fees or similar charges; or

     (xvi) it arises out of a sale of any goods that constitute “Noteholder Priority Collateral” under and as defined in the Secured Bond Intercreditor Agreement.

     Eligible Extended Municipal Account – a Municipal Account that (a) would constitute an “Eligible Account” without the application of the requirements in clause (ii) of the definition thereof and (b) does not remain unpaid more than 180 days after the original invoice date shown on the invoice or more 150 days after the original due date shown on the invoice.

     Eligible Extra Extended Municipal Account – a Municipal Account that (a) would constitute an “Eligible Extended Municipal Account” without the application of the requirements in clause (b) of the definition thereof and (b) does not remain unpaid more than 270 days after the original invoice date shown on the invoice or more 240 days after the original due date shown on the invoice.

     Eligible Inventory — Inventory of a Borrower (other than packing and shipping materials, tooling, patterns, samples and literature); provided, that no Inventory shall be Eligible Inventory if:

     (i) it is not raw materials, work in process or supplies that are, in Agent’s opinion, readily marketable in its current form, or finished goods

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which meet the specifications of the purchase order or contract for such Inventory, if any; or

     (ii) it is not in good, new and saleable condition; or

     (iii) it is slow-moving, obsolete, defective or unmerchantable; or

     (iv) it does not meet all standards imposed by any governmental agency or authority; or

     (v) it does not conform in all respects to any covenants, warranties and representations set forth in the Agreement; or

     (vi) it is not subject to Agent’s duly perfected, first priority security interest or is subject to a Lien that is not a Permitted Lien; or

     (vii) it is not situated at a location in compliance with the Agreement, provided that Inventory situated at a location not owned by a Borrower will be Eligible Inventory only if Agent has received a satisfactory landlord’s agreement or bailee’s letter, as applicable, with respect to such location or if it is a leased location and Agent has established a Rent Reserve with respect to such location; or

     (viii) it has been consigned to a Borrower’s customer, unless (a) it is has been delivered to a customer location in respect of which a satisfactory access agreement has been received by Agent, (b) it is segregated or otherwise separately identifiable from any goods of any other Person at the applicable customer location, (c) a UCC-1 financing statement has been filed in the jurisdiction of the applicable customer’s organization, which names such customer as debtor, the applicable Borrower as secured party and Agent as assignee of secured party and which identifies the Inventory in the possession of such customer as the collateral and (d) a notice that complies with the terms of Section 9-324 of the UCC has been delivered to the secured creditors, if any, of the applicable customer that have a perfected lien in the Inventory of such customer; provided, up to an aggregate amount of $1,000,000 of Inventory that has been consigned to customers of Borrowers shall be excluded from the requirements of this clause (viii) so long any such Inventory so excluded from such requirements is at a location that has been approved by Agent where at least $100,000 of Inventory of a Borrower is located; and provided, further, that in no event shall the amount of Eligible Inventory that consists of consigned Inventory exceed $5,000,000 in the aggregate; or

     (ix) it contains or bears any Intellectual Property that is licensed to a Borrower by any third-party or is otherwise owned by any third-party, unless Agent is satisfied that it may sell or otherwise dispose of such Inventory in connection with any exercise of remedies pursuant to the terms of this

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Agreement and any applicable Security Documents (1) without infringing upon the rights of such third-party, (2) without violating any contract with such third-party (and without payment of any royalties other than any royalties due with respect to the sale or disposition of such Inventory pursuant to the existing license agreement with such third-party), and (3) otherwise without interference from such third-party; or

     (x) it is Inventory in transit; or

     (xi) it is located outside of the continental United States of America; or

     (xii) it represents capitalization of freight charges.

     Eligible Patterns and Core Boxes – Patterns and Core Boxes of a Borrower; provided, that no Patterns and Core Boxes shall be Eligible Patterns and Core Boxes if:

     (i) it is not owned and fully paid for by a Borrower; or

     (ii) it has become affixed to any real Property (other than real Property that is owned by a Borrower and subject to a Mortgage); or

     (iii) it is not subject to Agent’s duly perfected, first priority security interest or is subject to a Lien that is not a Permitted Lien; or

     (iv) it is not situated at a location in compliance with the Agreement, provided that Patterns and Core Boxes situated at a location not owned by a Borrower will be Eligible Patterns and Core Boxes only if it is a leased location and Agent has received a satisfactory landlord’s agreement with respect to such location or Agent has established a Rent Reserve with respect to such location; or

     (v) it is not in good and saleable condition; or

     (vi) it does not consist of municipal Patterns and Core Boxes; or

     (vii) it does not meet all standards imposed by any governmental agency or authority; or

     (viii) it does not conform in all respects to any covenants, warranties and representations set forth in the Agreement; or

     (ix) it is located outside of the continental United States of America.

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     Environmental Laws — all federal, state and local laws, rules, regulations, ordinances, orders and consent decrees relating to health, safety and environmental matters.

     ERISA — the Employee Retirement Income Security Act of 1974, as amended, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

     Event of Default — as defined in Section 10.1 of the Agreement.

     Exchange Act – the Securities and Exchange Act of 1934, as amended.

     Federal Funds Rate — means, for any day, a floating rate equal to the weighted average of the rates on overnight federal funds transactions among members of the Federal Reserve System, as determined by Agent in its sole discretion, which determination shall be final, binding and conclusive (absent manifest error).

     Fee Letter – as defined in Section 2.3 of the Agreement.

     Fixed Charge Coverage Ratio – as defined in Exhibit 8.3 to the Agreement.

     GAAP — generally accepted accounting principles in the United States of America in effect from time to time.

     Gregg – Gregg Industries, Inc., a California corporation.

     Guarantors — Parent, each Subsidiary Guarantor and each other Person who now or hereafter guarantees payment or performance of the whole or any part of the Obligations.

     Guaranty Agreements — the Continuing Guaranty Agreement which is to be executed on the Closing Date by each of Parent and each Subsidiary Guarantor, in form and substance satisfactory to Agent, together with each other guaranty hereafter executed by any Guarantor, each as amended from time to time in accordance with its respective terms.

     Inactive Subsidiaries — each of Cast Alloys; Belcher; Peerless Corporation; and Dalton – Ashland.

     Increase Notice – as defined in subsection 1.1.7 of the Agreement.

     Indebtedness — as applied to a Person means, without duplication:

     (i) indebtedness arising from the lending of money by any Person to any Borrower or any of its Subsidiaries;

     (ii) indebtedness, whether or not in any such case arising from the lending by any Person of money to any Borrower or any of its Subsidiaries, (1) which is

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represented by notes payable or drafts accepted that evidence extensions of credit, (2) which constitutes obligations evidenced by bonds, debentures, notes or similar instruments, or (3) upon which interest charges are customarily paid (other than accounts payable) or that was issued or assumed as full or partial payment for Property;

     (iii) Capitalized Lease Obligations and Purchase Money Indebtedness;

     (iv) reimbursement obligations with respect to letters of credit or guaranties of letters of credit,

     (v) Derivative Obligations; and

     (vi) indebtedness of any Borrower or any of its Subsidiaries under any guaranty of obligations that would constitute Indebtedness under clauses (i) through (iii) hereof, if owed directly by a Borrower or any of its Subsidiaries. Indebtedness shall not include trade payables or accrued expenses. For the avoidance of doubt, the foregoing definition of “Indebtedness” shall not include preferred stock of any Person.

     Obligations in respect of Subordinated Bonds (2003 Series) having an outstanding principal balance of up to $25,000,000 in the aggregate shall not be considered “Indebtedness” for any purposes under the Agreement (including, without limitation, for purposes of subsection 8.2.3, Section 8.3 or subsection 10.1.6 of the Agreement) to the extent that there is compliance with the provisions of subsection 8.1.10 of the Agreement in respect of such Subordinated Bonds (2003 Series).

     Intellectual Property — all past, present and future: trade secrets, know-how and other proprietary information; trademarks, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights for computer programs) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world and all tangible property embodying the copyrights, unpatented inventions (whether or not patentable); patent applications and patents; industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; the right to sue for all past, present and future infringements of any of the foregoing; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing. Notwithstanding the foregoing, Intellectual Property shall not include any trademarks, trade names, business names or service marks that incorporate the word “Peerless”.

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     Intercompany Loans – as defined in subsection 8.2.2 of the Agreement.

     Interest Coverage Ratio — as defined in Exhibit 8.3 to the Agreement.

     Interest Period – as applicable to any LIBOR Portion, a period commencing on the date such LIBOR Portion is advanced, continued or converted, and ending on the date which is one (1) month, two (2) months, three (3) months, or six (6) months later, as may then be requested by Borrowers; provided that (x) all loans outstanding on the Closing Date shall be Base Rate Portions and (y) unless Agent notifies Borrowers that the initial syndication of the Loan Commitments have been completed, each Interest Period commencing (a) within the first 60 days after the Closing Date shall be a period of 1 month and (b) thereafter shall be a period of 7 days; and provided further that (i) any Interest Period which would otherwise end on a day which is not a Business Day shall end in the next preceding or succeeding Business Day as is Agent’s custom in the market to which such LIBOR Portion relates; (ii) there remains a minimum of one (1) month, two (2) months, three (3) months or six (6) months (depending upon which Interest Period a Borrower selects) in the Term, unless Borrowers and Lenders have agreed to an extension of the Term beyond the expiration of the Interest Period in question; and (iii) all Interest Periods of the same duration which commence on the same date shall end on the same date.

     LC Amount — at any time, the aggregate undrawn face amount of all Letters of Credit and LC Guaranties then outstanding.

     LC Guaranty — any guaranty pursuant to which Agent, a Letter of Credit Issuer or any Affiliate of Agent shall guaranty the payment or performance by a Borrower of its reimbursement obligation under any letter of credit.

     LC Obligations — Any Obligations that arise from any draw against any Letter of Credit or against any letter of credit supported by an LC Guaranty.

     Letter of Credit — any standby or documentary letter of credit issued by Agent, a Letter of Credit Issuer or any Affiliate of Agent for the account of a Borrower.

     Letter of Credit Issuer – as defined in Section 1.2 of the Agreement.

     LIBOR – as applicable to any LIBOR Portion, for the applicable Interest Period, the rate per annum (rounded upward, if necessary, to the nearest 1/8 of one percent) as determined on the basis of the offered rates for deposits in U.S. dollars, for a period of time comparable to such Interest Period which appears on the Telerate page 3750 as of 11:00 a.m. (London time) on the day that is two (2) London Banking Days preceding the first day of such Interest Period; provided, however, if the rate described above does not appear on the Telerate System on any applicable interest determination date, the LIBOR shall be the rate (rounded upwards as described above, if necessary) for deposits in U.S. dollars for a period substantially equal to the Interest Period on the Reuters Page “LIBO” (or such other page as may replace the LIBO

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Page on that service for the purpose of displaying such rates), as of 11:00 a.m. (London Time), on the day that is two (2) London Banking Days prior to the first day of such Interest Period. If both the Telerate and Reuters systems are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in U.S. dollars for a period of time comparable to such Interest Period which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. (London time), on the day that is two (2) London Banking Days preceding the first day of such Interest Period as selected by Agent. The principal London office of each of the major London banks so selected will be requested to provide a quotation of its U.S. dollar deposit offered rate. If at least two (2) such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in U.S. dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. (New York City time), on the day that is two (2) London Banking Days preceding the first day of such Interest Period. In the event that Agent is unable to obtain any such quotation as provided above, it will be determined that LIBOR pursuant to a Interest Period cannot be determined. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Bank then for any period during which such Reserve Percentage shall apply, LIBOR shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.

     LIBOR Interest Payment Date — the first day of each calendar month during the applicable Interest Period and the last day of the applicable Interest Period.

     LIBOR Option – the option granted pursuant to Section 3.1 of the Agreement to have the interest on all or any portion of the principal amount of the Revolving Credit Loans based on the LIBOR.

     LIBOR Request — a notice in writing (or by telephone confirmed electronically or by telecopy or other facsimile transmission on the same day as the telephone request) from a Borrower to Agent requesting that interest on a Revolving Credit Loan be based on the LIBOR, specifying: (i) the first day of the Interest Period (which shall be a Business Day); (ii) the length of the Interest Period; (iii) whether the LIBOR Portion is a new Loan, a conversion of a Base Rate Portion, or a continuation of a LIBOR Portion, and (iv) the dollar amount of the LIBOR Portion, which shall be in an amount not less than $1,000,000 or an integral multiple of $100,000 in excess thereof.

     LIBOR Portion — that portion of the Revolving Credit Loans specified in a LIBOR Request (including any portion of Revolving Credit Loans which is being borrowed by a Borrower concurrently with such LIBOR Request) which, as of the date of the LIBOR Request specifying such LIBOR Portion, has met the conditions

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for basing interest on the LIBOR in Section 3.1 of the Agreement and the Interest Period of which has not terminated.

     Lien — any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on common law, statute or contract. The term “Lien” shall also include rights of seller under conditional sales contracts or title retention agreements, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting Property. For the purpose of this definition, any Property which a Borrower has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes shall be deemed to be subject to a Lien.

     Loan Account – each loan account established on the books of Agent pursuant to Section 3.6 of the Agreement.

     Loan Commitment – with respect to any Lender, the amount of such Lender’s Revolving Loan Commitment.

     Loan Documents — the Agreement, the Other Agreements and the Security Documents.

     Loans — all loans and advances of any kind made by Agent, any Lender, or any Affiliate of Agent or any Lender, pursuant to the Agreement.

     London Banking Day – any date on which commercial banks are open for business in London, England.

     Majority Lenders — as of any date, Lenders holding 51% of the Revolving Loan Commitments determined on a combined basis and following the termination of the Revolving Loan Commitments, Lenders holding 51% or more of the outstanding Loans, LC Amounts and LC Obligations not yet reimbursed by a Borrower or funded with a Revolving Credit Loan; provided, that (i) in each case, if there are 2 or more Lenders with outstanding Loans, LC Amounts, unfunded and unreimbursed LC Obligations or Revolving Loan Commitments, at least 2 Lenders shall be required to constitute Majority Lenders; and (ii) prior to termination of the Revolving Loan Commitments, if any Lender breaches its obligation to fund any requested Revolving Credit Loan, for so long as such breach exists, its voting rights hereunder shall be calculated with reference to its outstanding Loans, LC Amounts and unfunded and unreimbursed LC Obligations, rather than its Revolving Loan Commitment.

     Material Adverse Effect — (i) a material adverse effect on the business, condition (financial or otherwise), operation, performance or properties of Borrowers and their Subsidiaries taken as a whole, (ii) a material adverse effect on the rights and remedies of Agent or Lenders under the Loan Documents, or (iii) the material

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impairment of the ability of Borrowers and Borrowers’ Subsidiaries (taken as a whole) to perform their obligations hereunder or under any Loan Document.

     Mercer – Mercer Forge Corporation, a Delaware corporation.

     Mortgages – (i) the deed of trust executed by Gregg on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Gregg has granted to Agent, as security for the Obligations, a Lien upon the real Property of Gregg located at 10460 Hickson Street, El Monte, California, (ii) the mortgage executed by Mercer on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Mercer has granted to Agent, as security for the Obligations, a Lien upon the real Property of Mercer located at 200 Brown Street, Mercer, Pennsylvania, (iii) the mortgage executed by Dalton — Ashland on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Dalton — Ashland has granted to Agent, as security for the Obligations, a Lien upon the Ashland Parcel; (iv) the mortgage executed by Dalton Corporation, Stryker Machining Facility Co. on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Dalton Corporation, Stryker Machining Facility Co. has granted to Agent, as security for the Obligations, a Lien upon the real Property of Dalton Corporation, Stryker Machining Facility Co. located at 310 Ellis Street, Stryker, Ohio; (v) the mortgage executed by Advanced Cast on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Advanced Cast has granted to Agent, as security for the Obligations, a Lien upon the real Property of Advanced Cast located at 18700 Mill Street, Meadville, Pennsylvania; (vi) the mortgage executed by Dalton Corporation, Kendallville Manufacturing Facility on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Dalton Corporation, Kendallville Manufacturing Facility has granted to Agent, as security for the Obligations, a Lien upon the real Property of Dalton Corporation, Kendallville Manufacturing Facility located at 200 West Ohio Street, Kendallville, Indiana; (vii) the mortgages executed by Dalton and Dalton Corporation, Warsaw Manufacturing Facility on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Dalton and Dalton Corporation, Warsaw Manufacturing Facility have granted to Agent, as security for the Obligations, a Lien upon the real Property of Dalton and Dalton Corporation, Warsaw Manufacturing Facility located at 1900 East Jefferson Street, Warsaw, Indiana; (viii) the mortgage executed by Neenah on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Neenah has granted to Agent, as security for the Obligations, a Lien upon the real Property of Neenah located at 2121 Brooks Street, Neenah, Wisconsin 54956; (ix) the mortgage executed by Neenah on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Neenah has granted to Agent, as security for the Obligations, a Lien upon the real Property of Neenah located at 500 Winneconne Ave., Neenah, Wisconsin 54956; (x) the deed of trust executed by Deeter on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Deeter has granted to Agent, as security for the

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Obligations, a Lien upon the real Property of Deeter located at 5945 North 70th Street, Lincoln, Nebraska; (xi) the mortgage executed by Neenah on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Neenah has granted to Agent, as security for the Obligations, a Lien upon the real Property of Neenah located at 545 Kimberly Drive, Carol Stream, Illinois, (xii) the mortgage executed by Neenah on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Neenah has granted to Agent, as security for the Obligations, a Lien upon the real Property of Neenah located at 3831 Zane Trace Drive, Columbus, Ohio, (xiii) the mortgage executed by Neenah on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Neenah has granted to Agent, as security for the Obligations, a Lien upon the real Property of Neenah located at 5950 West 82nd Street, Indianapolis, Indiana, (xiv) the mortgage executed by Neenah on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Neenah has granted to Agent, as security for the Obligations, a Lien upon the real Property of Neenah located at 5075 28th Avenue, Rockford, Illinois, (xv) the deed of trust executed by Neenah on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Neenah has granted to Agent, as security for the Obligations, a Lien upon the real Property of Neenah located at 55 Cherokee Drive, St. Peters, Missouri, (xvi) the mortgage executed by Neenah on or about the Original Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Neenah has granted to Agent, as security for the Obligations, a Lien upon the real Property of Neenah located at 701 Industrial Circle S., Shakopee, Minnesota and (xvii) all other mortgages, deeds of trust and comparable documents creating a Lien on real property (or any leasehold or other interest in real property) now or at any time hereafter securing the whole or any part of the Obligations, each as amended from time to time in accordance with its respective terms.

     Multiemployer Plan — has the meaning set forth in Section 4001(a)(3) of ERISA.

     Municipal Account — an Account of Neenah or Deeter that arises out of a sale of any castings that Neenah or Deeter categorize as municipal castings in a manner that is consistent with the practices of Neenah and Deeter in effect as of the Closing Date.

     Neenah Full Reorganization – the merger of each of Ultimate Parent and Parent with and into Neenah, with Neenah remaining in existence after such merger, and, if elected by the parties to the reorganization transaction in their sole discretion, the reconstitution of Neenah as a Delaware corporation.

     Neenah Partial Reorganization – the merger of Parent with and into either Ultimate Parent or Neenah, with both Neenah and Ultimate Parent remaining in existence after such merger, and, if elected by the parties to the reorganization transaction in their sole discretion, the reconstitution of Neenah as a Delaware corporation.

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     Neenah Reorganization – either the Neenah Full Reorganization or the Neenah Partial Reorganization, as applicable.

     Neenah Transport – Neenah Transport, Inc., a Wisconsin corporation.

     New Mold Line – the new mold line of Borrowers described in the final offering circular for the Secured Bonds.

     Notes – the Revolving Notes.

     Obligations — all Loans, all LC Obligations and all other advances, debts, liabilities, obligations, covenants and duties, together with all interest, fees and other charges thereon, owing, arising, due or payable from each Borrower to Agent, for its own benefit, from each Borrower to Agent for the benefit of any Lender, from each Borrower to any Lender, from each Borrower to any Letter of Credit Issuer and from each Borrower to Bank or any other Affiliate of Agent, of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, whether arising under the Agreement, any of the other Loan Documents or any agreements evidencing the Product Obligations, whether direct or indirect (including those acquired by assignment), absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising and however acquired, and including, without limitation, any Product Obligations.

     Organizational I.D. Number – with respect to any Person, the organizational identification number assigned to such Person by the applicable governmental unit or agency of the jurisdiction of organization of such Person.

     Original Closing Date – October 8, 2003.

     Original Loan Agreement – as defined in the preamble to the Agreement.

     Other Agreements — any and all agreements, instruments and documents (other than the Agreement and the Security Documents), heretofore, now or hereafter executed by any Borrower, any of its Subsidiaries, any Guarantor or any other third party and delivered to Agent or any Lender in respect of the transactions contemplated by the Agreement, each as amended from time to time in accordance with its respective terms.

     Overadvance – as defined in subsection 1.1.2 of the Agreement.

     Parent – NFC Castings, Inc., a Delaware corporation.

     Patterns and Core Boxes – Goods consisting of casting patterns and core boxes.

     Peerless – Peerless Corporation, an Ohio corporation.

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     Permitted Acquisition — any acquisition after the Closing Date by any Borrower or any Subsidiary formed by such Borrower for such purpose (a “New Subsidiary”), by any means, of all or substantially all of the assets or capital stock, an operating division or a business unit, of any Person that is a going concern, that has been incorporated or organized under the laws of a State within the United States and that is in a similar or related field of business to a Borrower as of the date hereof, and so long as Agent and Lenders shall have received evidence at least 3 Business Days prior to the closing date of such acquisition that such acquisition satisfies the following conditions (provided, that the conditions set forth in clauses (b), (c), (h) and (i) below shall not apply with respect to an Acquisition where (x) average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on the date of any such Acquisition (giving effect to the making of such Acquisition and the consummation of any transactions occurring in connection therewith for each day in such thirty (30) day period) is not less than $25,000,000 and (y) actual Availability (as determined by Agent in its reasonable credit judgment) on the date of any such Acquisition, after giving effect to the making of such Acquisition and the consummation of any transactions occurring in connection therewith, is not less than $25,000,000):

(a)	no Default or Event of Default is in existence at the time of such acquisition or would be caused thereby after giving effect thereto;
(b)	after giving effect to the proposed acquisition, Borrowers are in compliance with each of the financial covenants set forth in Section 8.3 of the Agreement on a pro forma, but unadjusted, basis;
(c)	the Person or business to be acquired has shown an unadjusted positive EBITDA (calculated in accordance with GAAP) for the twelve month period ended immediately prior to the date of acquisition, as determined by Agent;
(d)	the Board of Directors and/or owners of the entity whose business is to be acquired have provided all requisite authorization of the proposed transaction;
(e)	Agent has received at least ten (10) days’ prior written notice of such Acquisition and, as soon as available, copies of all agreements delivered in connection therewith;
(f)	subsection 8.1.8 of the Agreement has been satisfied with respect to such assets, Person or New Subsidiary and, as a result thereof, Agent has obtained a first priority Lien (subject only to Permitted Liens) on the applicable stock and assets;
(g)	Agent has received a certificate from Neenah’s chief financial officer (in such Person’s capacity as such) certifying that all of the applicable

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	conditions contained herein to treating such acquisition as a Permitted Acquisition have been satisfied;
(h)	if the total consideration (including cash, notes and other debt, maximum earnouts, consulting and non-compete payments and the like) for such acquisition, together with all other acquisitions completed since the Closing Date, exceeds $5,000,000, Agent and Majority Lenders have consented in writing to such acquisition;
(i)	immediately after giving effect to the consummation of such acquisition, average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on the date of such acquisition is not less than $15,000,000 and actual Availability (as determined by Agent in its reasonable credit judgment) on the date of such acquisition is not less than $15,000,000; provided, that the foregoing test shall not apply if the consideration for such acquisition is paid solely in equity of a Borrower having terms reasonably acceptable to Agent; and
(j)	consents have been obtained in favor of Agent to the collateral assignment of rights and indemnities under the related acquisition documents.

     In no event shall any Accounts, Inventory or Patterns and Core Boxes acquired in connection with a Permitted Acquisition be deemed eligible for advance hereunder unless and until Agent has completed (at Borrowers’ expense) a Collateral audit and appraisal of such Property so acquired or to be acquired (which audit and appraisal shall be conducted in a manner that is consistent with the audits and appraisals conducted pursuant to subsection 2.7 and subsection 2.10, respectively, of the Loan Agreement).

     Permitted Holders – any or all of the following: (i) Tontine Capital Partners, L.P., (ii) any Affiliate of Tontine Capital Partners, L.P. and (iii) any Person the Securities of which (or, in the case of a trust, the beneficial interests of which) are owned 80% by Persons specified in the foregoing clauses (i) and (ii).

     Permitted Liens — any Lien of a kind specified in subsection 8.2.5 of the Agreement.

     Permitted Purchase Money Indebtedness — Purchase Money Indebtedness of any Borrower incurred after the date hereof which is secured by a Purchase Money Lien and the principal amount of which, when aggregated with the principal amount of all other such Indebtedness and Capitalized Lease Obligations of Borrowers and the Borrowers’ Subsidiaries at the time outstanding, does not exceed the dollar limitation set forth in subsection 8.2.3(v) of the Agreement. For the purposes of this definition, the principal amount of any Purchase Money Indebtedness consisting of capitalized leases (as opposed to operating leases) shall be computed as a Capitalized Lease Obligation.

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     Person — an individual, partnership, corporation, limited liability company, joint stock company, land trust, business trust, or unincorporated organization, or a government or agency or political subdivision thereof.

     Plan — an employee benefit plan now or hereafter maintained for employees of any Borrower or any of its Subsidiaries that is covered by Title IV of ERISA.

     Pledge Agreements – collectively, (i) the Amended and Restated Pledge Agreement executed by Parent on or about the Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Parent has granted to Agent, as security for the Obligations, a Lien on the 100% of the Securities of Neenah, (ii) the Amended and Restated Pledge Agreement executed by Neenah on or about the Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Neenah has granted to Agent, as security for the Obligations, a Lien on the 100% of the Securities of Neenah Transport, Deeter, Mercer, Dalton, Advanced Cast, Cast Alloys and Gregg, (iii) the Amended and Restated Pledge Agreement executed by Mercer on or about the Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Mercer has granted to Agent, as security for the Obligations, a Lien on the 100% of the Securities of its Subsidiaries, (iv) the Amended and Restated Pledge Agreement executed by Dalton on or about the Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Dalton has granted to Agent, as security for the Obligations, a Lien on the 100% of the Securities of its Subsidiaries, (v) the Amended and Restated Pledge Agreement executed by Advanced Cast on or about the Closing Date in favor of Agent, for the benefit of itself and Lenders, by which Advanced Cast has granted to Agent, as security for the Obligations, a Lien on the 100% of the Securities of its Subsidiaries and (vi) all other pledge agreements and comparable documents now or at any time hereafter securing the whole or any part of the Obligations, each as amended from time to time in accordance with its respective terms.

     Product Obligations – every obligation of Borrowers owing to Bank, Agent or any Affiliate of Bank or Agent under and in respect of any one or more of the following types of services or facilities extended to any Borrower by Bank, Agent or any Affiliate of Bank or Agent: (i) credit cards, (ii) cash management or related services including the automatic clearing house transfer of funds for the account of any Borrower pursuant to agreement or overdraft, (iii) controlled disbursement services and (iv) Derivative Obligations.

     Projections – Neenah’s forecasted Consolidated and consolidating (i) balance sheets, (ii) profit and loss statements, (iii) cash flow statements, and (iv) capitalization statements, all prepared on a consistent basis with the historical financial statements of Borrowers and Borrowers’ Subsidiaries, together with appropriate supporting details and a statement of underlying assumptions.

     Property — any interest of Borrower or any Subsidiary in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

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     Purchase Money Indebtedness — means and includes (i) indebtedness (other than the Obligations) for the payment of all or any part of the purchase price of any fixed assets, (ii) any indebtedness (other than the Obligations) incurred at the time of, or within 10 days prior to or 60 days after, the acquisition or completion of construction or improvement of any fixed assets for the purpose of financing all or any part of the purchase price or cost (as applicable) thereof, and (iii) any renewals, extensions or refinancings thereof, but not any increases in the principal amounts thereof outstanding at the time.

     Purchase Money Lien — a Lien upon fixed assets which secures Purchase Money Indebtedness, but only if such Lien shall at all times be confined solely to the fixed assets the purchase price of which was financed through the incurrence of the Purchase Money Indebtedness secured by such Lien.

     Register – as defined in subsection 11.9.5 of the Agreement.

     Related Person – of any Person means any other Person directly or indirectly owning (a) 5% or more of the outstanding common stock of such Person (or, in the case of a Person that is not a corporation, 5% or more of the equity interests in such Person) or (b) 5% or more of the combined voting power of the Voting Stock of such Person.

     Rent Reserve – means, with respect to any location leased by a Borrower where Eligible Inventory is located and a satisfactory landlord’s agreement has not been provided, a reserve in an amount equal to the sum of all rental payments scheduled to come due in the next 3 months for such location.

     Rentals – as defined in subsection 8.2.19 of the Agreement.

     Reportable Event — any of the events set forth in Section 4043(c) of ERISA.

     Requested Revolver Increase – as defined in subsection 1.1.7 of the Agreement.

     Reserves – reserves against the amount of Revolving Credit Loans which Borrowers may otherwise request under the Agreement that have been established by Agent in such amounts and with respect to such matters as Agent shall reasonably deem necessary or appropriate in its reasonable credit judgment exercised in good faith.

     Reserve Percentage – the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed on member banks of the Federal Reserve System against “Euro-currency Liabilities” as defined in Regulation D.

     Restricted Investment — any investment made in cash or by delivery of Property to any Person, whether by acquisition of stock, Indebtedness or other

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obligation or Security, or by loan, advance or capital contribution, or otherwise, or in any Property except the following:

     (i) investments by a Borrower, to the extent existing on the Closing Date, in one or more Subsidiaries of such Borrower;

     (ii) Property to be used in the ordinary course of business;

     (iii) Current Assets arising from the sale of goods and services in the ordinary course of business of any Borrower or any of its Subsidiaries;

     (iv) investments in direct obligations of the United States of America, or any agency thereof or obligations guaranteed by the United States of America, provided that such obligations mature within one year from the date of acquisition thereof;

     (v) investments in certificates of deposit maturing within one year from the date of acquisition and fully insured by the Federal Deposit Insurance Corporation;

     (vi) investments in commercial paper given the highest rating by a national credit rating agency and maturing not more than 270 days from the date of creation thereof;

     (vii) investments in money market, mutual or similar funds having assets in excess of $100,000,000 and the investments of which are limited to investment grade securities;

     (viii) Intercompany Loans;

     (ix) investments made in exchange for Accounts arising in the ordinary course of business which have not been collected for 120 days and which are, in the good faith judgment of such Borrower or one of its Subsidiaries, substantially uncollectable, provided that the instrument evidencing such investment is delivered to Agent to be held as security for the Obligations pursuant to the terms of the Agreement;

     (x) investments in evidence of Indebtedness, securities or other Property received from another Person by such Borrower or any of its Subsidiaries in connection with any bankruptcy case or by reason of a composition or a readjustment of debt or reorganization of such Person as a result of foreclosure, perfection or enforcement of any Lien in exchange for evidence of Indebtedness, securities or other Property of such Person;

     (xi) repurchase agreements with respect to securities described in clause (iv) above entered into with an office of a bank or trust company which

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is organized under the laws of the United States or any State thereof and has capital, surplus and undivided profits aggregating at least $500,000,000;

     (xii) investments consisting of loans for salary, travel advances, entertainment, relocation, advances against commissions and other similar advances to employees in the ordinary course of business.

     (xiii) investments existing on the date hereof and listed on Exhibit 8.2.12 hereto;

     (xiv) investments otherwise expressly permitted pursuant to the Agreement; and

     (xv) investments made where (x) average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on the date of any such investment (giving effect to the making of such investment and the consummation of any transactions occurring in connection therewith for each day in such thirty (30) day period) is not less than $25,000,000 and (y) actual Availability (as determined by Agent in its reasonable credit judgment) on the date of any such investment, after giving effect to the making of such investment and the consummation of any transactions occurring in connection therewith, is not less than $25,000,000.

     Revolving Credit Loan — a Loan made by any Lender pursuant to Section 1.1 of the Agreement.

     Revolving Credit Maximum Amount – $100,000,000, as such amount may be reduced from time to time pursuant to the terms of the Agreement or increased pursuant to the terms of subsection 1.1.7 of the Agreement.

     Revolving Loan Commitment — with respect to any Lender, the amount of such Lender’s Revolving Loan Commitment pursuant to subsection 1.1.1 of the Agreement, as set forth below such Lender’s name on the signature page hereof or any Assignment and Acceptance Agreement executed by such Lender.

     Revolving Loan Percentage — with respect to each Lender, the percentage equal to the quotient of such Lender’s Revolving Loan Commitment divided by the aggregate of all Revolving Loan Commitments.

     Revolving Notes — the Secured Promissory Notes to be jointly and severally executed by Borrowers on or about the Closing Date in favor of each Lender to evidence the Revolving Credit Loans, which shall be in the form of Exhibit 1.1 to the Agreement, together with any replacement or successor notes therefor.

     Secured Bonds – the 9.5% Senior Secured Notes of Neenah due 2017 issued as of the date of the Agreement pursuant to the Secured Bond Documents in the original principal amount of $225,000,000.

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     Secured Bond Documents – the Secured Bond Indenture, the Secured Bonds, any guaranty, mortgage, security agreement or other collateral document securing the Secured Bonds and all other documents, agreements and instruments now existing or hereinafter entered into in connection with the foregoing, in each case as amended from time to time.

     Secured Bond Indenture – that certain Indenture providing for the issuance of the Secured Bonds among Neenah, as issuer, the Subsidiaries of Neenah party thereto as subsidiary guarantors and the Secured Bond Trustee, dated as of the date of the Agreement, as amended from time to time in compliance with its terms and in compliance with the terms hereof.

     Secured Bond Intercreditor Agreement – that certain Intercreditor Agreement dated as of the date of the Agreement by and among Agent, the Secured Bond Trustee, Borrowers and Guarantors, as amended from time to time in accordance with its terms.

     Secured Bond Trustee – The Bank of New York Trust Company, N.A.

     Secured Bonds (2003 Series) – as defined in the Original Loan Agreement.

     Secured Bond Documents (2003 Series) – as defined in the Original Loan Agreement.

     Security — all shares of stock, partnership interests, membership interests, membership units or other ownership interests in any other Person and all warrants, options or other rights to acquire the same.

     Security Documents – the Guaranty Agreements, the Mortgages, the Pledge Agreements, and all other instruments and agreements now or at any time hereafter securing the whole or any part of the Obligations, each as amended from time to time in accordance with its respective terms.

     Solvent — as to any Person, that such Person (i) owns Property whose fair saleable value as a going concern is greater than the amount required to pay all of such Person’s debts (including contingent debts), (ii) is able to pay all of its debts as such debts mature and (iii) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage.

     Subordinated Bonds – the 12.5% Senior Subordinated Notes of Neenah due 2013 issued as of the date of the Agreement pursuant to the Subordinated Bond Documents in the original principal amount of $75,000,000.

     Subordinated Bond Documents – the Subordinated Bond Indenture, the Subordinated Bonds, any guaranty, mortgage, security agreement or other collateral document securing the Subordinated Bonds and all other documents, agreements and

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instruments now existing or hereinafter entered into in connection with the foregoing, in each case as amended from time to time.

     Subordinated Bond Indenture – the Indenture attached as Exhibit A to the Subordinated Bond issued on the Closing Date.

     Subordinated Bond Trustee – The Bank of New York Trust Company, N.A.

     Subordinated Bonds (2003 Series) – as defined in the Original Loan Agreement.

     Subordinated Bond Documents (2003 Series) – as defined in the Original Loan Agreement.

     Subordinated Debt – Indebtedness of any Borrower or any of its Subsidiaries permitted under the Agreement that is subordinated to the Obligations in a manner reasonably satisfactory to Agent, and contains terms, including without limitation, payment terms, satisfactory to Agent.

     Subsidiary — any Person of which another Person owns, directly or indirectly through one or more intermediaries, more than 50% of the Voting Stock at the time of determination.

     Subsidiary Guarantors – each of Cast Alloys; Belcher; Peerless Corporation; Dalton – Ashland; and each other Subsidiary of Ultimate Parent, Parent or Neenah that now or hereafter executes a Guaranty Agreement.

     Swingline Loans – as defined in subsection 1.1.4 of the Agreement.

     Syndication Agent – Credit Suisse Securities (USA) LLC, in its capacity as Syndication Agent under the Agreement.

     Tangible Assets – the total amount of assets of Neenah and its “Restricted Subsidiaries” under and as defined in the Secured Bond Indenture (less applicable depreciation, depletion, amortization and other valuation reserves), after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as (i) set forth on the most recent balance sheet of Neenah and its “Restricted Subsidiaries” under and as defined in the Secured Bond Indenture delivered pursuant to subsection 8.1.3 of the Agreement, (ii) determined in accordance with GAAP and (iii) calculated on a pro forma basis after giving effect to asset dispositions or acquisitions, or the designation of a “Restricted Subsidiary” under and as defined in the Secured Bond Indenture as an “Unrestricted Subsidiary” under and as defined in the Secured Bond Indenture occurring after the date of such most recent balance sheet delivered pursuant to subsection 8.1.3 of the Agreement.

     Term — as defined in Section 4.1 of the Agreement.

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     Total Credit Facility – $100,000,000, as such amount may be reduced from time to time pursuant to the terms of the Agreement or increased pursuant to the terms of subsection 1.1.7 of the Agreement.

     Total Leverage Ratio – as defined in Exhibit 8.1.3 to the Agreement.

     Type of Organization – with respect to any Person, the kind or type of entity by which such Person is organized, such as a corporation or limited liability company.

     UCC – the Uniform Commercial Code as in effect in the State of Illinois on the date of this Agreement, as it may be amended or otherwise modified.

     Ultimate Parent – ACP Holding Company, a Delaware corporation.

     Unused Line Fee – as defined in Section 2.5 of the Agreement.

     Voting Stock — Securities of any class or classes of a corporation, limited partnership or limited liability company or any other entity the holders of which are ordinarily, in the absence of contingencies, entitled to vote with respect to the election of corporate directors (or Persons performing similar functions).

          Other Terms. All other terms contained in the Agreement shall have, when the context so indicates, the meanings provided for by the UCC to the extent the same are used or defined therein.

          Certain Matters of Construction. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to the Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. The section titles, table of contents and list of exhibits appear as a matter of convenience only and shall not affect the interpretation of the Agreement. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. All references to any of the Loan Documents shall include any and all modifications thereto and any and all extensions or renewals thereof.

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