FIRST SUPPLEMENT TO INTERCREDITOR AGREEMENT
Exhibit 10.1
FIRST SUPPLEMENT TO INTERCREDITOR AGREEMENT
This First Supplement to Intercreditor Agreement is made as of September 30, 2008, by and
between BANK OF AMERICA, N.A. (“B of A”) as agent under the Bank Documents (in that capacity, the
“Bank Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly The Bank of New York Trust
Company, N.A.) (“BONY”), as trustee and collateral agent under the Noteholder Documents (in that
capacity, the “Noteholder Agent”), and XXXXXX’X WELDING, INC., (the “Additional Grantor”) a
Pennsylvania corporation and wholly owned subsidiary of NEENAH FOUNDRY COMPANY, a Wisconsin
corporation (the “Company”).
RECITALS
A. Company is party to the Intercreditor Agreement dated as of December 29, 2006 (the
“Agreement”), among B of A, BONY, the Company and certain Grantors (as defined therein).
B. The Company and the Additional Grantor desire to supplement the Agreement pursuant to
Section 8.22 therein to add the Additional Grantor as a Grantor listed in Schedule I to the
Agreement, such that the Additional Grantor becomes a party to the Agreement and becomes bound by
the provisions of the Agreement to the same extent as the Company and each other Grantor is bound.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged
by the parties hereto the parties hereby agree as follows:
AGREEMENT
1. Schedule I to the Agreement is hereby supplemented as follows:
(a) “Xxxxxx’x Welding, Inc.” is added to Schedule I to the Agreement as a
Grantor.
2. The Bank Agent and the Noteholder Agent hereby ratify and confirm the Agreement, as
supplemented hereby, in all respects; and the terms thereof shall remain in full force and effect.
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IN WITNESS WHEREOF, this Supplement is duly executed by the Additional Grantor as of the day
and year first written above.
| ADDITIONAL GRANTOR | ||||
| XXXXXX’X WELDING, INC., a Pennsylvania corporation | ||||
By: Name: |
/s/ Xxxxxxx X. Xxxxxxx
|
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Title:
|
Corporate Vice President — Finance
and Interim Chief Financial Officer |
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ALL OF THE FOREGOING IS CONSENTED AND AGREED TO AS OF THE DATE FIRST SET FORTH ABOVE:
| BANK AGENT | NOTEHOLDER AGENT | |||||||||
| BANK OF AMERICA, N.A. | THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. |
|||||||||
By: Name: |
/s/ Xxxxxx X. Xxxxxxx
|
By: Name: |
/s/ Xxxxxx Xxxxxxxxx
|
|||||||
Title:
|
Vice President | Title: | Assistant Vice President | |||||||
First Supplement to Intercreditor Agreement
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