NEENAH FOUNDRY COMPANY 91/2% Senior Secured Notes due 2017 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • New York
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 Initia
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...Loan and Security Agreement • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • Illinois
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made as of this 29th 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 IDENTI
COPYRIGHT, PATENT, TRADEMARK AND LICENSE MORTGAGECopyright, Patent, Trademark and License Mortgage • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • New York
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.
AMENDMENT TO SUBORDINATED PLEDGE AGREEMENT DATED OCTOBER 8, 2003 AMENDMENT NO. 1 TO SUBORDINATED PLEDGE AGREEMENTSubordinated Pledge Agreement • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • New York
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.
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 2017Indenture • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • New York
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”).
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...Note • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • New York
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.
Neenah Foundry Company EXCHANGE AGREEMENTExchange Agreement • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • New York
SECURITY AGREEMENTSecurity Agreement • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • New York
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).
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%...Supplemental Indenture • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • New York
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”).
PLEDGE AGREEMENTPledge Agreement • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • New York
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).
INTERCREDITOR AGREEMENTIntercreditor Agreement • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • New York
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.
AMENDMENT TO SUBORDINATED PLEDGE AGREEMENT DATED OCTOBER 8, 2003 AMENDMENT NO. 1 TO SUBORDINATED PLEDGE AGREEMENTSubordinated Pledge Agreement • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • New York
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.
AMENDMENT TO LIEN SUBORDINATION AGREEMENT DATED OCTOBER 8, 2003 AMENDMENT NO. 1 TO LIEN SUBORDINATION AGREEMENTLien Subordination Agreement • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • Illinois
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.
NEENAH FOUNDRY COMPANY 121/2% Senior Subordinated Notes due 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2007 • Neenah Foundry Co • Glass & glassware, pressed or blown • New York
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
