exv4w1






Exhibit 4.1




Execution Copy




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 Trustee




 






9 1/2% Senior Secured Notes due 2017




 









 





     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”).



RECITALS




     WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture,
dated as of December 29, 2006 (the “Indenture”), relating to the Company’s Notes (as defined in the
Indenture);



     WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the
Notes by the Holders, the Company agreed that if the Company or any of its Restricted Subsidiaries
acquires or creates a Wholly Owned Domestic Restricted Subsidiary after the date of the Indenture
or acquires or creates any other Restricted Subsidiary and such Restricted Subsidiary guarantees
any other Debt of the Company, the new Restricted Subsidiary must provide a Note Guaranty and
become a party to the Security Documents (and pledge its assets to the extent they would constitute
Collateral);



     WHEREAS, all other conditions and requirements necessary to make this Supplemental Indenture a
valid and binding instrument in accordance with its terms and the terms of the Indenture have been
satisfied;



     WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture; and



     WHEREAS, the Company and the Undersigned have requested that the Trustee execute and deliver
this Supplemental Indenture.



AGREEMENT




     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and
intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:



     Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined
in the Indenture.



     Section 2. The Undersigned, by its execution of this Supplemental Indenture, agrees to be a
Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to
Guarantors, including, but not limited to, Article 10 thereof.



     Section 3. This Supplemental Indenture shall be governed by and construed in accordance with
the laws of the State of New York.



Supplemental Indenture




 









 








     Section 4. This Supplemental Indenture may be signed in various counterparts which together
will constitute one and the same instrument.



     Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the
Indenture and this Supplemental Indenture will henceforth be read together.



     Section 6. The recitals contained herein are made by the Company and the Undersigned and not
by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representation as to the validity or sufficiency of this Supplemental Indenture. All
rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under
the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable
to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.



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Supplemental Indenture





 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.



	 	 	 	 	 
	 	NEENAH FOUNDRY COMPANY, as Issuer

 	 
	 	By:  	/s/ Jeffrey S. Jenkins
 	 
	 	 	Name:  	Jeffrey S. Jenkins 	 
	 	 	Title:  	Corporate Vice President — Finance and
 Interim
Chief Financial Officer 	 
	 
	 	MORGAN’S WELDING, INC., as a new Wholly Owned 

     Domestic Restricted Subsidiary
and Guarantor

 	 
	 	By:  	/s/ Jeffrey S. Jenkins
 	 
	 	 	Name:  	Jeffrey S. Jenkins 	 
	 	 	Title:  	Corporate Vice President — Finance and
 Interim
Chief Financial Officer 	 
	 
	 	THE BANK OF NEW YORK MELLON 

     TRUST COMPANY, N.A. (formerly 

     The Bank of New York Trust 

     Company, N.A.), as Trustee

 	 
	 	By:  	/s/ Roxane Ellwanger
 	 
	 	 	Name:  	Roxane Ellwanger 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Supplemental Indenture