Exhibit 10.1(d)
 AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT AND FORBEARANCE AGREEMENT
 Agreement Neenah Borrower Borrowers Agent
 RECITALS :
 Loan Agreement
      SECTION 1. DEFINITIONS
 Interpretation.




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Additional Definitions.
 Exhibit A
   SECTION 2. ACKNOWLEDGMENTS
 Acknowledgment of Obligations.
 Acknowledgment of Security Interests.
 Binding Effect of Documents.
 -2-




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SECTION 3. FORBEARANCE IN RESPECT OF SPECIFIED DEFAULTS
 Acknowledgment of Default.
 Forbearance.
   No Waivers; Reservation of Rights.
   -3-




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Additional Events of Default.
 SECTION 4. AMENDMENTS
   Use of Proceeds
  [Intentionally Omitted]
  Borrowing Agent
 -4-




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Availability Block provided
  -5-




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Applicable Margin
 Base Rate Portion
    
    
    3.75
    %LIBOR Portion
    
    
    5.25
    %Unused Line Fee
    
    
    1.00
    %
   (a)
    
    85% of the net amount of Eligible Accounts outstanding
at such date; plus(b)
    
    the lesser of (1) $3,000,000 or (2) the sum of (i) 50%
of the net amount of Eligible Extended Municipal Accounts outstanding
at such date plus (ii) 25% of the net amount of Eligible Extra Extended
Municipal Accounts outstanding at such date; plus(c)
    
    the lesser of (1) 85% of the net orderly liquidation
percentage of each category or type of Eligible Inventory at such date
or (2) 60% of the amount of each category or type of Eligible Inventory
at such date; plus(d)
    
    the lesser of (1) $5,000,000 or (2) 85% of the net
orderly liquidation percentage of Eligible Patterns and Core Boxes;
minus(e)
    
    the Availability Block at such date; or
  LIBOR
 -6-




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SECTION 5. COVENANTS; REVOLVING LOAN COMMITMENTS DURING FORBEARANCE PERIOD
 Covenants
  -7-




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Bond Representatives
    Period
    
    EBITDAThe one-month period ending October 31, 2009
    
    $
    0The one-month period ending November 30, 2009
    
    $
    0
  -8-




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SECTION 6. INVENTORY APPRAISALS; EXISTING RESERVES
 Inventory Appraisal Existing Sector3
Appraisal Hilco Appraisal New Sector3 Appraisal
 Reserve for Interest and Fees
 Reserve for Wages and Other Amounts Payable Under Wisconsin Business Closing/Mass
Layoff Law
 -9-




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SECTION 7. BOND PAYMENTS
  SECTION 8. FORBEARANCE FEE
 Forbearance Fee
 SECTION 9. REPRESENTATIONS AND WARRANTIES
  Representations in the Loan Agreement and the Loan Documents.
 Binding Effect of Documents.
 No Conflict.
 SECTION 10. CONDITIONS TO EFFECTIVENESS OF CERTAIN PROVISIONS OF THIS AGREEMENT
    -10-




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SECTION 11. MISCELLANEOUS
 Continuing Effect of Loan Agreement.
 Costs and Expenses. Section 2.8
 Further Assurances.
 Successors and Assigns.
 Survival of Representations, Warranties and Covenants.
 Release.
  -11-




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Releasing
Parties Releasing Party Releasees Releasee Claim Claims
   Covenant Not to Sue.
 Severability.
 Reviewed by Attorneys.
 -12-




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Disgorgement
 Relationship
 Governing Law: Consent to Jurisdiction and Venue. PROVIDED
 -13-




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FORUM NON CONVENIENS
 Mutual Waiver of Jury Trial.
 Counterparts.
 signatures on following page
 -14-




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BORROWERS:
NEENAH FOUNDRY COMPANY
DEETER FOUNDRY, INC.
MERCER FORGE CORPORATION
DALTON CORPORATION
DALTON CORPORATION, STRYKER
     MACHINING FACILITY CO.
DALTON CORPORATION, WARSAW
     MANUFACTURING FACILITY
ADVANCED CAST PRODUCTS, INC.
GREGG INDUSTRIES, INC.
A&M SPECIALTIES, INC.
NEENAH TRANSPORT, INC.
DALTON CORPORATION, KENDALLVILLE
     MANUFACTURING FACILITY
MORGANS WELDING, INC.Each By
    /s/ Robert E. Ostendorf, Jr.Name  Robert E. Ostendorf, Jr.Title  President and Chief Executive Officer




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BANK OF AMERICA, N.A., as Agent and as a LenderBy
    /s/ Thomas J. BrennanIts  Senior Vice PresidentGENERAL ELECTRIC CAPITAL CORPORATION,
as a LenderBy
    /s/ Bond HarbertsIts  Duly Authorized SignatoryWACHOVIA CAPITAL FINANCE
CORPORATION (CENTRAL), as
Syndication Agent and as a LenderBy
    /s/ Laura O. WheelandIts  Vice President




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EXHIBIT A
to
AMENDMENT AND FORBEARANCE AGREEMENT
 1.
    
    A failure by Borrowers to achieve a Fixed Charge Coverage Ratio for the twelve (12)
month period ending on September 30, 2009 of at least 1.0 to 1.0, in violation of
Section 8.3 of the Loan Agreement, which would result in an Event of Default under
Section 10.1.3 of the Loan Agreement.2.
    
    A failure by Borrowers to timely deliver financial statements and a compliance
certificate for the fiscal month ended September 30, 2009 in violation of Section
8.1.3(ii) of the Loan Agreement, which would result in an Event of Default under
Section 10.1.3 of the Loan Agreement.3.
    
    A failure by Borrowers to timely deliver Projections for the fiscal year ending
September 30, 2010 in violation of Section 8.1.7 of the Loan Agreement, which would
result in an Event of Default under Section 10.1.4 of the Loan Agreement.4.
    
    A qualification with respect to the Borrowers ability to continue as a going concern
contained in the audited financial statements for the fiscal year ended September 30, 2009.




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EXHIBIT B
to
AMENDMENT AND FORBEARANCE AGREEMENT
 CONSENT AND REAFFIRMATION
   CAST ALLOYS, INC.
DALTON CORPORATION,
     ASHLAND MANUFACTURING
     FACILITY
BELCHER CORPORATION
PEERLESS CORPORATION
NFC CASTINGS, INC.Each ByNameIts