PLEDGE AMENDMENTPledge Amendment • October 6th, 2008 • Neenah Foundry Co • Iron & steel foundries
This Pledge Amendment, dated September 30, 2008, is delivered pursuant to Section 5(c) of the Pledge Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Pledge Agreement, dated as of December 29, 2006, between the undersigned and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as agent (the “Pledge Agreement”; capitalized terms defined therein being used herein as therein defined) and that the shares listed on Schedule I to this Pledge Amendment shall be deemed to be part of the Pledged Collateral and shall secure all Secured Obligations.
SUPPLEMENTAL INDENTURE dated as of September 30, 2008 among NEENAH FOUNDRY COMPANY, MORGAN’S WELDING, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly The Bank of New York Trust Company, N.A.), as TrusteeSupplemental Indenture • October 6th, 2008 • Neenah Foundry Co • Iron & steel foundries • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of September 30, 2008, among NEENAH FOUNDRY COMPANY, a Wisconsin corporation (the “Company”), MORGAN’S WELDING, INC., a Pennsylvania corporation, which is a new Wholly Owned Domestic Restricted Subsidiary (the“Undersigned”), and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”).
SECURITY AGREEMENTSecurity Agreement • October 6th, 2008 • Neenah Foundry Co • Iron & steel foundries • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made as of the 30th day of September, 2008 by the undersigned Lien Grantor (the “Lien Grantor”) in favor of The Bank of New York Mellon Trust Company, N.A. (formerly 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).
FIRST SUPPLEMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • October 6th, 2008 • Neenah Foundry Co • Iron & steel foundries
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 MORGAN’S WELDING, INC., (the “Additional Grantor”) a Pennsylvania corporation and wholly owned subsidiary of NEENAH FOUNDRY COMPANY, a Wisconsin corporation (the “Company”).
