exv10w12



 





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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