exv10w8



 





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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