exv10w2









Exhibit 10.2




EXECUTION VERSION



“Notwithstanding anything herein to the contrary, the liens and security interests granted to the
Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder,
are subject to the limitations and provisions of the Intercreditor Agreement dated as of December
29, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the
“Intercreditor Agreement”), among Bank of America, N.A., The Bank of New York Mellon Trust Company,
N.A. (formerly The Bank of New York Trust Company, N.A.), Neenah Foundry Company and the
Subsidiaries of Neenah Foundry Company party thereto. In the event of any conflict between the
terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the
Intercreditor Agreement shall govern”.




SECURITY AGREEMENT




     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).



W I T N E S S E T H:




     WHEREAS, Neenah Foundry Company (the “Issuer”) and The Bank of New York Mellon Trust Company,
N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee and collateral agent (in such
capacity, the “Agent”), have entered into an Indenture, dated as of December 29, 2006 (as amended,
restated, supplemented or otherwise modified from time to time, the “Indenture”), providing for the
issuance of the 91/2% Senior Secured Notes due 2017 (“Notes”) of the Issuer, all as
contemplated therein (with the holders from time to time of Notes being referred to herein as the
“Noteholders” and, together with the Agent, as the “Secured Parties”);



     WHEREAS, the Issuer, various financial institutions from time to time party thereto and Bank
of America, N.A., as administrative agent and collateral agent (in such capacity, the “ABL Agent”),
are party to and amended and restated loan and security agreement, dated as of the date hereof (as
so amended and restated and as the same may be further amended, restated, supplemented or otherwise
modified from time to time, the “ABL Agreement”);



     WHEREAS, pursuant to the Note Guaranty, each Guarantor has jointly and severally guaranteed to
the Secured Parties the payment when due of all the Obligations;



     WHEREAS, it is a condition precedent to the issuance of Notes by the Issuer that the Lien
Grantor shall have executed and delivered to the Agent this Agreement;



     WHEREAS, the Lien Grantor will obtain benefits from the issuance of Notes by the Issuer under
the Indenture and, accordingly, desires to execute this Agreement in order to satisfy the condition
described in the preceding recital;



 









 





     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



1. Definitions. As used in this Agreement:




     “ABL Agent” shall have the meaning provided to such term in the recitals hereto.



     “ABL Agreement” shall have the meaning provided to such term in the recitals hereto.



     “Account Debtor” shall have the meaning provided to such term in the ABL Agreement as in
effect on the date hereof.



     “Agreement” shall have the meaning provided to such term in the preamble.



     “Cash Collateral Account” shall have the meaning provided to such term in Section 5.1.



     “Cash Distributions” shall mean dividends, interest and other distributions and payments
(including proceeds of liquidation, sale or other disposition) made or received in cash upon or
with respect to any Collateral.



     State of New York; provided that, if perfection or the effect of perfection or
non-perfection or the priority of any Lien granted hereunder on any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than New York, “Code” shall mean the
Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of
the provisions hereof relating to such perfection, effect of perfection or non-perfection or
priority.



     “Collateral” shall mean all of the Property and interests in Property described in Section 2
of this Agreement, and all other property that now or hereafter secures the payment and performance
of any of the Obligations.



     “Computer Hardware and Software” shall mean all of the Lien Grantor’s rights (including rights
as licensee and lessee) with respect to (i) computer and other electronic data processing hardware,
including all integrated computer systems, central processing units, memory units, display
terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives,
cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices
and other related computer hardware; (ii) all Software and all software programs designed for use
on the computers and electronic data processing hardware described in clause (i) above, including
all operating system software, utilities and application programs in any form (source code and
object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any
firmware associated with any of the foregoing; and (iv) any documentation for hardware, Software
and firmware described in clauses (i), (ii) and (iii) above,
including flow charts, logic diagrams, manuals, specifications, training materials, charts and
pseudo codes.



     “Environmental Laws” shall have the meaning provided to such term in the ABL Agreement as in
effect on the date hereof.



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     “Event of Default” shall have the meaning provided to such term in Section 6.1.



     “Intellectual Property” shall have the meaning provided to such term in the ABL Agreement as
in effect on the date hereof.



     “Intellectual Property Mortgages” shall mean the Intellectual Property Mortgages entered into
between the Agent and the Lien Grantor in respect of the Intellectual Property described therein
for the purpose of establishing the Agent’s Liens with respect to such Intellectual Property.



     “Lien Grantor” shall have the meaning provided to such term in the preamble.



     “Liquid Investment” means a Permitted Investment (other than commercial paper) that matures
within 30 days after it is first included in the Collateral.



     “Mortgage” shall mean a mortgage creating the Lien on real property in favor of the Agent for
the benefit of the Secured Parties and with such changes in the form thereof as the Agent shall
request for the purpose of conforming to local practice for similar instruments in the jurisdiction
where such real property is located.



     “Noteholders” shall have the meaning provided to such term in the recitals hereto.



     “Noteholder Documents” shall mean, collectively, this Agreement, the Indenture, the Note
Guaranty, the Perfection Certificate and all other agreements, instruments and documents now or
hereafter executed and/or delivered by the Lien Grantor to the Agent or any other Secured Party in
order to evidence or secure the Obligations, as each may be amended, restated, supplemented or
otherwise modified from time to time.



     “Notes” shall have the meaning provided to such term in the recitals hereto.



     “Obligations” shall mean, as to the Lien Grantor, all principal of all Notes outstanding from
time to time, all interest on such Notes (including Post-Petition Interest), all other obligations
with respect to the Notes and all other advances, debts, liabilities, obligations, covenants and
duties arising, due or payable from the Lien Grantor to the Agent or any other Secured Party of any
kind or nature, present or future, in each case arising under the Note Guaranty, the Indenture or
any of the other Noteholder Documents to which the Lien Grantor is a party, whether direct or
indirect (including those acquired by assignment), absolute or contingent, primary or secondary,
due or to become due, now existing or hereafter arising and however acquired. The term includes,
without limitation, all interest, charges, expenses, fees, attorneys’ fees and any other sums
chargeable to the Lien Grantor under the Note Guaranty, this Agreement or any of the other
Noteholder Documents.



     “Perfection Certificate” shall mean a certificate substantially in the form of Exhibit
A hereto, completed and supplemented with the schedules contemplated thereby to the
satisfaction of the Agent, and signed by an officer of the Lien Grantor.



     “Permitted Investments” shall mean investments in:



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	 	(a)	 	direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States (or by
any agency thereof to the extent such obligations are backed by the full faith
and credit of the United States), in each case maturing within one year from
the date of acquisition thereof;
	 
	 	(b)	 	commercial paper maturing within 270 days from the date of
acquisition thereof and having, at such date of acquisition, the highest credit
rating obtainable from S&P or from Moody’s;
	 
	 	(c)	 	certificates of deposit, banker’s acceptances and time deposits
maturing within 180 days from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or
offered by, any domestic office of any commercial bank organized under the laws
of the United States or any State thereof which has a combined capital and
surplus and undivided profits of at least $500,000,000; and
	 
	 	(d)	 	fully collateralized repurchase agreements with a term of not
more than 30 days for securities described in clause (a) above and entered into
with a financial institution satisfying the criteria described in clause (c)
above.





     “Personal Property Collateral” shall mean all property included in the Collateral except Real
Property Collateral.



     “Property” shall mean any interest of the Lien Grantor in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.



     “Post-Petition Interest” shall mean any interest that accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the
Lien Grantor (or would accrue but for the operation of applicable bankruptcy or insolvency laws),
whether or not such interest is allowed or allowable as a claim in any such proceeding.



     “Real Property Collateral” shall mean all real Property included in the Collateral.



     “Secured Parties” shall have the meaning provided to such term in the recitals hereto.



     The foregoing definitions shall be equally applicable to the singular and plural of the
defined terms.



2. SECURITY INTEREST.



     2.1 Security Interest in Collateral. To secure the prompt payment and performance to the Agent
and each other Secured Party of the Obligations, the Lien Grantor hereby grants to the Agent, for
the benefit of the Secured Parties, a continuing Lien upon all of the Lien Grantor’s assets,
including all of the following Property and interests in Property of the Lien Grantor, whether now
owned or existing or hereafter created, acquired or arising and wheresoever located:



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	 	(a)	 	Accounts;
	 
	 	(b)	 	Certificated Securities;
	 
	 	(c)	 	Chattel Paper;
	 
	 	(d)	 	Computer Hardware and Software and all rights with respect
thereto, including, any and all licenses, options, warranties, service
contracts, program services, test rights, maintenance rights, support rights,
improvement rights, renewal rights and indemnifications, and any substitutions,
replacements, additions or model conversions of any of the foregoing;
	 
	 	(e)	 	Contract Rights;
	 
	 	(f)	 	Deposit Accounts;
	 
	 	(g)	 	Documents;
	 
	 	(h)	 	Equipment;
	 
	 	(i)	 	Financial Assets;
	 
	 	(j)	 	Fixtures;
	 
	 	(k)	 	General Intangibles, including Payment Intangibles and
Software;
	 
	 	(l)	 	Goods (including all of its Equipment, Fixtures and Inventory),
and all accessions, additions, attachments, improvements, substitutions and
replacements thereto and therefor;
	 
	 	(m)	 	Instruments;
	 
	 	(n)	 	Intellectual Property;
	 
	 	(o)	 	Inventory;
	 
	 	(p)	 	Investment Property;
	 
	 	(q)	 	money (of every jurisdiction whatsoever);
	 
	 	(r)	 	Letter-of-Credit Rights;
	 
	 	(s)	 	Payment Intangibles;
	 
	 	(t)	 	Security Entitlements;
	 
	 	(u)	 	Software;




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	 	(v)	 	Supporting Obligations;
	 
	 	(w)	 	Uncertificated Securities; and
	 
	 	(x)	 	to the extent not included in the foregoing, all other personal
property of any kind or description;




together with all books, records, writings, data bases, information and other property relating to,
used or useful in connection with, or evidencing, embodying, incorporating or referring to any of
the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and
from any of the foregoing; provided, that to the extent that the provisions of any lease, license,
contract, permit, Document or Instrument expressly prohibit (which prohibition is enforceable under
applicable law) any assignment thereof (unless such prohibition specifically excludes from its
scope an assignment for collateral security purposes) or the grant of the Lien therein, (i) the
Agent will not enforce its Lien in the Lien Grantor’s rights under such lease, license, contract,
permit, Document or Instrument (other than in respect of the Proceeds thereof) for so long as such
prohibition continues, and (ii) to the extent a violation of any such prohibition caused by the
Lien under this Section 2.1 would allow the counterparty to any such lease, license, contract,
permit, Document or Instrument to terminate the same under applicable law, then such lease,
license, contract, permit, Document or Instrument (other than in respect of the Proceeds thereof)
shall not constitute Collateral for so long as such prohibition continues; it being understood that
upon request of the Agent, the Lien Grantor will in good faith use reasonable efforts to obtain
consent for the creation of the Lien in favor of the Agent (and to the Agent’s enforcement of the
Lien) in any lease, license, contract, permit, Document or Instrument that prohibits any assignment
thereof or the grant of the Lien therein; and provided, further, that no Lien is
granted in any “intent to use” trademark applications until such time as a verified statement of
use is filed.




     2.2 Other Collateral.



          2.2.1 Commercial Tort Claims. The Lien Grantor shall promptly notify the Agent in
writing upon having a Commercial Tort Claim that arises after the Issue Date against any third
party and, upon request of the Agent, promptly enter into an amendment to this Agreement and do
such other acts or things reasonably deemed necessary by the Agent to give the Agent a security
interest in any such Commercial Tort Claim. The Lien Grantor represents and warrants that as of the
date of this Agreement, to its knowledge, it does not possess any Commercial Tort Claims.



          2.2.2 Other Collateral. The Lien Grantor shall promptly (i) notify the Agent in
writing upon acquiring or otherwise obtaining any Collateral after the date hereof that consists of
Deposit Accounts, Investment Property or Letter-of-Credit Rights in (or relating to) an amount in
excess of $250,000 or Electronic Chattel Paper in (or relating to) an amount in excess of
$1,000,000 and, upon the request of the Agent, promptly execute such other documents, and do
such other acts or things deemed appropriate by the Agent to deliver to the Agent control with
respect to such Collateral; (ii) notify the Agent in writing upon acquiring or otherwise obtaining
any Collateral after the date hereof that consists of Documents or Instruments in (or relating to)
an amount in excess of $250,000 and, upon the request of the Agent, will promptly execute such


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other documents, and do such other acts or things deemed appropriate by the Agent to deliver to the
Agent possession of such Documents which are negotiable and Instruments, and, with respect to
nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of the Agent;
(iii) notify the Agent in writing upon acquiring or otherwise obtaining any Collateral after the
date hereof that consists of motor vehicles and other Goods subject to a certificate of title
statute having an amount in excess of $250,000 and, upon the request of the Agent, promptly deliver
such certificates of title, execute such other documents, and do such other acts or things deemed
appropriate by the Agent to cause the Agent to have a perfected security interest with respect to
such Collateral; and (iv) with respect to any Collateral having a value in excess of $250,000 that
is in the possession of a third party, other than Certificated Securities and Goods covered by a
Document, obtain an acknowledgement from the third party that it is holding the Collateral for the
benefit of the Agent.



          2.2.3 Lien Perfection; Further Assurances. The Lien Grantor shall execute such
instruments, assignments or documents as are necessary to perfect the Agent’s Lien upon any of the
Collateral and shall take such other action as may be required to perfect or to continue the
perfection of the Agent’s Lien upon the Collateral. Unless prohibited by applicable law, the Lien
Grantor hereby authorizes the Agent to execute and file any such financing statement, including,
without limitation, financing statements that indicate the Collateral (i) as all assets of the Lien
Grantor or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater
or lesser detail, than as set forth in Section 2.1, on the Lien Grantor’s behalf. The Lien Grantor
also hereby ratifies its authorization for the Agent to have filed in any jurisdiction any like
financing statements or amendments thereto if filed prior to the date hereof. The parties agree
that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a
financing statement and may be filed in any appropriate office in lieu thereof. At the Agent’s
request, the Lien Grantor shall also promptly execute or cause to be executed and shall deliver to
the Agent any and all documents, instruments and agreements reasonably deemed necessary by the
Agent to give effect to or carry out the terms of the Noteholder Documents.


3. REPRESENTATIONS AND WARRANTIES. The Lien Grantor represents and warrants that:




     3.1 The Lien Grantor is duly organized, validly existing and in good standing under the laws
of the jurisdiction identified as its jurisdiction of organization in the Perfection Certificate.



     3.2 The Lien Grantor has good and marketable title to all its Collateral (subject to
exceptions that are, in the aggregate, not material), free and clear of any Liens other than
Permitted Liens.



     3.3 The Lien Grantor has not performed any acts that might prevent the Agent from enforcing
any of the provisions of the Noteholder Documents or that would limit the Agent in
any such enforcement. No financing statement, security agreement, mortgage or similar or
equivalent document or instrument covering all or part of the Collateral owned by the Lien Grantor
is on file or of record in any jurisdiction in which such filing or recording would be effective to
perfect or record the Lien on such Collateral, except financing statements, mortgages or other
similar or equivalent documents with respect to Permitted Liens. After the Issue Date,


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no
Collateral owned by the Lien Grantor will be in the possession or under the control of any other
Person having a claim thereto or security interest therein, other than a Permitted Lien.



     3.4 The Agent’s Liens on all Personal Property Collateral owned by the Lien Grantor (a) have
been validly created, (b) will attach to each item of such Collateral on the Issue Date (or, if the
Lien Grantor first obtains rights thereto on a later date, on such later date) and (c) when so
attached, will secure the Obligations.



     3.5 When the relevant Mortgages have been duly executed and delivered, the Agent’s Liens on
all Real Property Collateral owned by the Lien Grantor as of the Issue Date granted thereunder will
have been validly created and will secure the Obligations. When such Mortgages have been duly
recorded, the Liens will rank prior to all other Liens (except Permitted Liens) on such Real
Property Collateral.



     3.6 The Lien Grantor has delivered the Perfection Certificate to the Agent. The information
set forth therein is correct and complete as of the Issue Date. Within 60 days after the Issue
Date, the Lien Grantor will furnish to the Agent a file search report from each relevant UCC filing
office listed in the Perfection Certificate, showing the filing made at such filing office to
perfect the Agent’s Liens on the Collateral.



     3.7 When UCC financing statements describing the Collateral set forth in Exhibit D to the
Perfection Certificate have been filed in the offices specified in such Perfection Certificate, the
Agent’s Liens granted hereunder will constitute perfected security interests in the Personal
Property Collateral owned by the Lien Grantor to the extent that a security interest therein may be
perfected by filing pursuant to the Code in such jurisdictions, prior to all Liens and rights of
others therein except Permitted Liens. Except for (a) the filing of such UCC financing statements,
(b) the filing of the Intellectual Property Mortgages and (c) the due recordation of the Mortgages,
no registration, recordation or filing with any governmental body, agency or official is required
in connection with the execution or delivery of the Noteholder Documents or is necessary for the
validity or enforceability thereof or for the perfection or due recordation of the Liens granted
hereunder or for the enforcement of the Liens.



4. COVENANTS. The Lien Grantor covenants and agrees as follows:




     4.1 Location of Collateral. All Collateral, other than Goods in transit, motor vehicles, Goods
in the possession of employees in the ordinary course of business and other miscellaneous
immaterial items of Collateral not having a value that exceeds $250,000 in the aggregate for all
Grantors (as defined in the Intercreditor Agreement), will at all times be kept by the Lien
Grantor, or a bailee, distributor, consignee, warehousemen or similar party of the Lien Grantor, at
one or more of the business locations set forth in Exhibit B to the Perfection Certificate, as
updated by the Lien Grantor providing prior written notice to the Agent of any new location.



     4.2 Insurance of Collateral.



          4.2.1 The Lien Grantor shall maintain and pay for insurance upon all Collateral wherever
located and with respect to the business of the Lien Grantor, covering casualty, hazard, public
liability, workers’ compensation, business interruption and such other risks. Borrowers shall
deliver certified copies of such policies to the Agent as promptly as practicable, with


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satisfactory lender’s loss payable endorsements, naming the Agent (on behalf of the Secured
Parties) jointly with the ABL Agent as a loss payee, assignee or additional insured, as
appropriate, as its interest may appear, showing only such other loss payees, assignees and
additional insureds as are satisfactory to the Agent and with respect to business interruption
insurance, an executed collateral assignment thereof. Each policy of insurance or endorsement shall
contain a clause requiring the insurer to give not less than 10 days’ prior written notice to the
Agent in the event of cancellation of the policy for nonpayment of premium and not less than 30
days’ prior written notice to the Agent in the event of cancellation of the policy for any other
reason whatsoever and a clause specifying that the interest of the Agent shall not be impaired or
invalidated by any act or neglect of the Lien Grantor or the owner of the Property or by the
occupation of the premises for purposes more hazardous than are permitted by said policy. The Lien
Grantor agrees to deliver to the Agent, promptly as rendered, true copies of all reports made in
any reporting forms to insurance companies.



     4.3 Protection of Collateral. Neither the Agent nor any other Secured Party shall be
liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or
damage thereto (except for reasonable care in the custody thereof while any Collateral is in the
Agent’s or such Secured Party’s actual possession) or for any diminution in the value thereof, or
for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever,
but the same shall be at the Lien Grantor’s sole risk.



     4.4 Administration of Accounts. The Lien Grantor shall keep accurate and complete
records of its Accounts and all payments and collections thereon.



     4.5 Inventory. The Lien Grantor shall keep accurate and complete records of its
Inventory.



     4.6 Equipment. The Lien Grantor shall keep its Equipment in good operating condition
and repair, reasonable wear and tear excepted; prevent any of its material Equipment from becoming
affixed to any real Property leased to the Lien Grantor such that an interest arises therein under
the real estate laws of the applicable jurisdiction, unless the landlord of such real Property has
executed a landlord waiver or leasehold mortgage in favor of the Agent; and prevent any of its
material Equipment from becoming an accession to any personal Property other than Equipment that is
subject to first priority (except for Permitted Liens) Liens in favor of the Agent. The Lien
Grantor shall keep accurate records itemizing and describing the kind, type, quantity and book
value of its Equipment and all dispositions thereof. Promptly after the reasonable request therefor
by the Agent, the Lien Grantor shall deliver to the Agent any and all evidence of ownership, if
any, of any of its Equipment.



5. CASH COLLATERAL ACCOUNT.



          5.1 The Agent will establish with respect to the Grantors (as defined in the Intercreditor
Agreement) an account (the “Cash Collateral Account”), in the name and under the exclusive control
of the Agent, into which all amounts owned by the Grantors (as defined in the Intercreditor
Agreement) that are to be deposited therein pursuant to the Noteholder Documents shall be deposited
from time to time. The Cash Collateral Account will be operated as provided in this Section 5.


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     5.2 The Agent shall deposit the following amounts, as and when received by it, in the Cash
Collateral Account:




	 	(a)	 	each amount required by Section 11.02 of the Indenture to be
deposited in a Cash Collateral Account with respect to any sale, lease,
transfer or other disposition by the Lien Grantor of Primary Collateral;
	 
	 	(b)	 	each amount received by the Lien Grantor as Casualty Proceeds
required by Section 11.02 of the Indenture to be deposited in a Cash Collateral
Account; and
	 
	 	(c)	 	each amount realized or otherwise received by the Agent with
respect to assets of the Lien Grantor upon any exercise of remedies pursuant to
any Noteholder Document.




The Agent shall maintain such records and/or establish such sub-accounts as shall be required to
enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant
to preceding clauses (a), (b) or (c), as applicable. The Agent shall withdraw and apply amounts
from the Cash Collateral Account as provided in the Indenture.




     5.3 All Cash Distributions received with respect to assets held in the Cash Collateral Account
shall be deposited therein promptly upon receipt thereof.



     5.4 Funds held in the Cash Collateral Account may, until withdrawn, be invested and reinvested
in such Liquid Investments as the Lien Grantor shall request in writing from time to time.



     5.5 If an Event of Default shall have occurred and be continuing, the Agent may (a) liquidate
any or all investments held in the Cash Collateral Account and/or (b) withdraw any amounts held
therein and apply such amounts as provided in Section 6.10 of the Indenture.



     5.6 If immediately available cash on deposit in any Collateral Account is not sufficient to
make any distribution or withdrawal to be made pursuant hereto, the Agent will cause to be
liquidated, as promptly as practicable, such investments held in or credited to the Cash Collateral
Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and,
notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until
such liquidation has taken place.



6. DEFAULTS; RIGHTS AND REMEDIES ON DEFAULT.



     6.1 Event of Default. Each of the following occurrences shall constitute a default
under this Agreement (each, an “Event of Default”):




	 	(a)	 	Breach of Indenture. The occurrence of any Event of Default
under the Indenture; or




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	 	(b)	 	Breach under Noteholder Documents. The Lien Grantor’s failure
to pay when due any Obligations, or the occurrence of any breach of the terms
and conditions contained in any Noteholder Document.





     6.2 Remedies. Upon the occurrence and during the continuance of an Event of Default,
the Agent shall have and may upon direction of the other Secured Parties exercise from time to time
the following other rights and remedies, provided, however, that it shall be under no obligation to
so exercise:




	 	(a)	 	All of the rights and remedies of a secured party under the
Code or under other applicable law, and all other legal and equitable rights to
which the Agent or the other Secured Parties may be entitled, all of which
rights and remedies shall be cumulative and shall be in addition to any other
rights or remedies contained in this Agreement or any of the other Noteholder
Documents, and none of which shall be exclusive.
	 
	 	(b)	 	The right to take immediate possession of the Collateral, and
to (i) require the Lien Grantor to assemble the Collateral, at the Lien
Grantor’s expense, and make it available to the Agent at a place designated by
the Agent which is reasonably convenient to both parties, and (ii) enter any
premises where any of the Collateral shall be located and to keep and store the
Collateral on said premises until sold (and if said premises be the Property of
the Lien Grantor, the Lien Grantor agrees not to charge the Agent for storage
thereof).
	 
	 	(c)	 	The right to sell or otherwise dispose of all or any Collateral
in its then condition, or after any further manufacturing or processing
thereof, at public or private sale or sales, with such notice as may be
required by law, in lots or in bulk, for cash or on credit, all as the Agent,
in its sole discretion, may deem advisable. The Agent may, at the Agent’s
option, disclaim any and all warranties regarding the Collateral in connection
with any such sale. The Lien Grantor agrees that 10 days’ written notice to the
Lien Grantor of any public or private sale or other disposition of Collateral
shall be reasonable notice thereof, and such sale shall be at such locations as
the Agent may designate in said notice. The Agent shall have the right to
conduct such sales on the Lien Grantor’s premises, without charge therefor, and
such sales may be adjourned from time to time in accordance with applicable
law. The Agent shall have the right to sell, lease or otherwise dispose of the
Collateral, or any part thereof, for cash, credit or any combination thereof,
and the Agent, on behalf of the Secured Parties, may purchase all or any part
of the Collateral at public or, if permitted by
law, private sale and, in lieu of actual payment of such purchase price, may
set off the amount of such price against the Obligations. The proceeds
realized from the sale of any Collateral shall be applied in a manner that
is consistent with the terms of the Indenture. If any deficiency shall
arise, the Lien Grantor shall remain liable to the Agent and the other
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	 	 	 	therefor. Any surplus shall be remitted to whomsoever shall
be legally entitled to the same.
	 
	 	(d)	 	The Agent is hereby granted a non-exclusive license or other
right to use, without charge, effective upon the occurrence and continuance of
an Event of Default, the Lien Grantor’s labels, patents, copyrights, licenses,
rights of use of any name, trade secrets, tradenames, trademarks and
advertising matter, or any Property of a similar nature, as it pertains to the
Collateral, in completing, advertising for sale and selling any Collateral and
the Lien Grantor’s rights under all licenses and all franchise agreements shall
inure to the Agent’s benefit.





     6.3 Remedies Cumulative; No Waiver. All covenants, conditions, provisions, warranties,
guaranties, indemnities, and other undertakings of the Lien Grantor contained in this Agreement and
the other Noteholder Documents, or in any document referred to herein or contained in any agreement
supplementary hereto or in any schedule or in the Note Guaranty, given to the Agent or any other
Secured Party or contained in any other agreement between any Secured Party and the Lien Grantor or
between the Agent and the Lien Grantor heretofore, concurrently, or hereafter entered into, shall
be deemed cumulative to and not in derogation or substitution of any of the terms, covenants,
conditions, or agreements of the Lien Grantor herein contained. The failure or delay of the Agent
or any other Secured Party to require strict performance by the Lien Grantor of any provision of
this Agreement or to exercise or enforce any rights, Liens, powers, or remedies hereunder or under
any of the aforesaid agreements or other documents or security or Collateral shall not operate as a
waiver of such performance, Liens, rights, powers and remedies, but all such requirements, Liens,
rights, powers, and remedies shall continue in full force and effect until all Obligations owing or
to become owing from the Lien Grantor to the Agent and each other Secured Party have been fully
satisfied. None of the undertakings, agreements, warranties, covenants and representations of the
Lien Grantor contained in this Agreement or any of the other Noteholder Documents and no Default or
Event of Default by the Lien Grantor under this Agreement or any other Noteholder Document shall be
deemed to have been suspended or waived by the Secured Parties, unless such suspension or waiver is
by an instrument in writing specifying such suspension or waiver and is signed by a duly authorized
representative of the Agent and directed to the Lien Grantor.



7. MISCELLANEOUS.



     7.1 Power of Attorney. The Lien Grantor hereby irrevocably designates, makes,
constitutes and appoints the Agent (and all Persons designated by the Agent) as the Lien Grantor’s
true and lawful attorney (and agent-in-fact), solely with respect to the matters set forth in this
Section 7.1, and the Agent, or the Agent’s agent, may, without notice to the Lien Grantor and in
the Lien Grantor’s or the Agent’s name, but at the cost and expense of the Lien Grantor:



          7.1.1 At such time or times as the Agent, in its sole discretion, may determine, endorse the
Lien Grantor’s name on any checks, notes, acceptances, drafts, money orders or any other evidence
of payment or proceeds of the Collateral which come into the possession of the Agent or under the
Agent’s control.



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          7.1.2 At such time or times after the occurrence and during the continuance of an Event of
Default (provided that the occurrence of an Event of Default shall not be required with respect to
clauses (iv), (vi) (except as set forth below in such clause (vi)), (viii) and (ix) below), as the
Agent or its agent in its sole discretion may determine: (i) demand payment of the Accounts from
the Account Debtors, enforce payment of the Accounts by legal proceedings or otherwise, and
generally exercise all of the Lien Grantors’ rights and remedies with respect to the collection of
the Accounts; (ii) settle, adjust, compromise, discharge or release any of the Accounts or other
Collateral or any legal proceedings brought to collect any of the Accounts or other Collateral;
(iii) sell or assign any of the Accounts and other Collateral upon such terms, for such amounts and
at such time or times as the Agent deems advisable, and at the Agent’s option, with all warranties
regarding the Collateral disclaimed; (iv) take control, in any manner, of any item of payment or
proceeds relating to any Collateral; (v) prepare, file and sign the Lien Grantor’s name to a proof
of claim in bankruptcy or similar document against any Account Debtor or to any notice of lien,
assignment or satisfaction of lien or similar document in connection with any of the Collateral;
(vi) receive, open and dispose of all mail addressed to the Lien Grantor and, if an Event of
Default has occurred and is continuing, notify postal authorities to change the address for
delivery thereof to such address as the Agent may designate until such time as no Event of Default
exists; provided, that any contents of such mail other than any checks, notes, acceptances, drafts,
money orders or other evidence of payment or proceeds of the Collateral shall be furnished by the
Agent to the Lien Grantor in accordance with written instructions provided by the Lien Grantor;
(vii) endorse the name of any Lien Grantor upon any of the items of payment or proceeds relating to
any Collateral and deposit the same to the account of the Agent on account of the Obligations;
(viii) endorse the name of the Lien Grantor upon any chattel paper, document, instrument, invoice,
freight bill, bill of lading or similar document or agreement relating to any Collateral; (ix) use
the Lien Grantor’s stationery and sign the name of the Lien Grantor to verifications of the
Accounts and notices thereof to Account Debtors (provided that the Agent shall deliver drafts of
any such written communication to the Lien Grantor prior to the delivery thereof to any Account
Debtors); (x) use the information recorded on or contained in any data processing equipment and
Computer Hardware and Software relating to the Accounts, Inventory, Equipment and any other
Collateral; (xi) make and adjust claims under policies of insurance to the extent related to the
Collateral; and (xii) do all other acts and things necessary, to fulfill the Lien Grantor’s
obligations under this Agreement.



          7.1.3 The power of attorney granted hereby shall constitute a power coupled with an interest
and shall be irrevocable.



     7.2 Indemnity. The Lien Grantor jointly and severally hereby agrees to indemnify the
Agent and each other Secured Party (and each of their Affiliates) and hold the Agent and each other
Secured Party (and each of their Affiliates) harmless from and against any liability, loss, damage,
claim, suit, action or proceeding suffered or incurred by any such Person (including reasonable
documented attorneys fees and legal expenses) as the result of the Lien Grantor’s failure to
observe, perform or discharge the Lien Grantor’s duties hereunder, except those
determined by a court of competent jurisdiction in a final nonappealable judgment to have been
caused by the gross negligence or willful misconduct of the Agent or such Secured Party. In
addition, the Lien Grantor shall defend the Agent and each other Secured Party (and each of their
Affiliates) against and hold them harmless from all claims of any Person with respect to the
Collateral (except those resulting from the bad faith, gross negligence or intentional misconduct



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of any such Person). Without limiting the generality of the foregoing, the Lien Grantor shall
indemnify and hold harmless the Agent and each other Secured Party (and each of their Affiliates)
from and against any loss, damage, cost, expense or liability directly or indirectly arising out of
or under Environmental Laws, or attributable to the use, generation, storage, release, threatened
release, discharge, disposal or presence of any pollutants, flammables, explosives, petroleum
(including crude oil) or any fraction thereof, radioactive materials, hazardous wastes, toxic
substances or related materials, including, without limitation, any substances defined as or
included in the definition of toxic or hazardous substances, wastes, or materials under any
Environmental Law, except for those losses, damages, costs, expenses or liabilities determined by a
court of competent jurisdiction in a final nonappealable judgment to have been caused by the gross
negligence or willful misconduct of the Agent or such Secured Party. Notwithstanding any contrary
provision in this Agreement, the obligation of the Lien Grantor under this Section 7.2 shall
survive the payment in full of the non-indemnity Obligations and the termination of this Agreement.



     7.3 Complete Agreement; Sale of Interest.




	 	(a)	 	The Noteholder Documents constitute the complete agreement
among the parties with respect to the subject matter hereof and may not be
modified, altered or amended, except by an agreement in writing signed by the
Lien Grantor and the Agent. The Lien Grantor may not sell, assign or transfer
any interest in this Agreement or any of the other Noteholder Documents, or any
of the Obligations or any portion thereof, including, without limitation, the
Lien Grantor’s rights, title, interests, remedies, powers and duties hereunder
or thereunder.
	 
	 	(b)	 	The Lien Grantor hereby consents to any Secured Party’s
participation, sale, assignment, transfer or other disposition, at any time or
times hereafter, of this Agreement, the Notes, any of the other Noteholder
Documents or any of the Obligations, or of any portion hereof or thereof,
including, without limitation, such Secured Party’s rights, title, interests,
remedies, powers and duties hereunder or thereunder, subject to the conditions
set forth in the Indenture.





     7.4 Modification of Agreement. No amendment, modification or waiver of any provision
of this Agreement nor consent to any departure by the Lien Grantor herefrom, shall in any event be
effective unless the same shall be in writing and signed by the Agent and the Lien Grantor, and
then such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.



     7.5 Reimbursement of Expenses. If, at any time or times regardless of whether or not
an Event of Default then exists, (i) the Agent incurs reasonable and documented legal or
accounting expenses or any other costs or out-of-pocket expenses in connection with (1) the
negotiation and preparation of this Agreement or any of the other Noteholder Documents, any
amendment of or modification of this Agreement or any of the other Noteholder Documents or (2) the
administration of this Agreement or any of the other Noteholder Documents and the transactions
contemplated hereby and thereby; or (ii) the Agent or any other Secured Party incurs



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reasonable and documented legal or accounting expenses or any other costs or out-of-pocket expenses in connection
with (1) any litigation, contest, dispute, suit, proceeding or action (whether instituted by the
Agent, any other Secured Party, any Lien Grantor or any other Person) relating to the Collateral,
this Agreement or any of the other Noteholder Documents or the Lien Grantor’s affairs; (2) any
attempt to enforce any rights of the Agent or any other Secured Party against the Lien Grantor or
any other Person which may be obligated to the Agent or any other Secured Party by virtue of this
Agreement or any of the other Noteholder Documents, including, without limitation, the Account
Debtors; or (3) any attempt to inspect, verify, protect, preserve, restore, collect, sell,
liquidate or otherwise dispose of or realize upon the Collateral; then all such legal and
accounting expenses, other costs and out of pocket expenses of the Agent or any other Secured
Party, as applicable, shall be charged to the Lien Grantors; provided, that the Lien Grantor shall
not be responsible for such expenses, costs and out-of-pocket expenses to the extent incurred
because of the gross negligence, bad faith or willful misconduct of the Agent or such Secured
Party. All amounts chargeable to the Lien Grantor under this Section 7.5 shall be Obligations
secured by all of the Collateral, shall be payable within 15 days following demand to the Agent or
such other Secured Party, as the case may be, and shall bear interest from the date due and owing
until paid in full at the rate applicable to the Notes. The Lien Grantor shall also reimburse the
Agent for expenses incurred by the Agent in its administration of the Collateral to the extent and
in the manner provided in the Indenture.



     7.6 Perfection by Possession or Control. With respect to any provision in this
Agreement which requires the Lien Grantor to deliver possession of any negotiable document,
instrument, certificated securities, promissory notes or other Collateral requiring possession
thereof in order to perfect the security interest of the Agent therein under the Code, or which
requires the Agent to have “control” (as defined in the Code) of investment property or deposit
accounts, in order to perfect the security interest of the Agent therein, until the Discharge of
the Bank Obligations (as defined in the Intercreditor Agreement) has occurred, no such delivery to
the Agent shall be required to the extent such Collateral is delivered to the Bank Agent (as
defined in the Intercreditor Agreement) in accordance with the Bank Documents (as defined in the
Intercreditor Agreement), it being understood that the Bank Agent is acting as non-fiduciary agent
for the benefit of the Agent solely for the purpose of perfecting the security interest in such
Collateral pursuant to the terms of the Intercreditor Agreement.



     7.7 Severability. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.



     7.8 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Lien Grantor, the Agent and each other Secured Party.



     7.9 Notice. Except as otherwise provided herein, all notices, requests and demands to
or upon a party hereto, to be effective, shall be in writing, return receipt requested, by personal
delivery against receipt, by overnight courier or by facsimile and, unless otherwise expressly
provided herein, shall be deemed to have been validly served, given, delivered or received, as



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applicable, immediately when delivered against receipt, one Business Day after deposit with an
overnight courier or, in the case of facsimile notice, when sent, addressed as follows:



	 	 	 	 	 
	 

	 	If to the Agent:
	 	The Bank of New York Mellon Trust Company, N.A.

2 North LaSalle Street

Suite 1020

Chicago, IL 60602

Attention: Corporate Trust Administration

Fax No.: (312) 827-8542
	 
	 	 	 	 
	 

	 	If to the Lien Grantor:
	 	c/o Neenah Foundry Company

2121 Brooks Avenue

Neenah, Wisconsin 54957

Attention: Mr. Gary LaChey

Fax No.: (920) 729-3633
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Quarles & Brady LLP

411 East Wisconsin Avenue

Milwaukee, Wisconsin 53202-4497

Attention: Andrew M. Barnes, Esq.

Fax No.: (411) 277-5105





or to such other address as each party may designate for itself by notice given in accordance with
this Section 7.9.




     7.10 Release; Termination.



          7.10.1 Upon any sale, lease, transfer or other disposition of any item of Collateral that is
consummated in compliance with the Indenture, the Agent shall execute and deliver such documents
that the Lien Grantor may reasonably request to evidence the release of any such item of Collateral
from the security interests granted hereunder.




          7.10.2 Upon the maturity of the Notes and payment in full of all Obligations (other than
contingent indemnity obligations), the security interests granted hereunder shall terminate and all
rights to the Collateral shall revert back to the Lien Grantor. Upon such termination, the Agent
shall execute and deliver such documents that the Lien Grantor may reasonably request to evidence
such termination.




     7.11 Interpretation. No provision of this Agreement or any of the other Noteholder
Documents shall be construed against or interpreted to the disadvantage of any party hereto by any
court or other governmental or judicial authority by reason of such party having or being deemed to
have been structured, drafted or dictated such provision.



     7.12 Governing Law; Consent to Forum. THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND
DELIVERED IN AND SHALL BE DEEMED TO HAVE BEEN MADE IN NEW YORK, NEW YORK. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE



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OF NEW YORK (WITHOUT
REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS); PROVIDED, HOWEVER, THAT IF ANY OF THE COLLATERAL
SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF SUCH JURISDICTION SHALL
GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF THE AGENT’S LIEN UPON SUCH COLLATERAL
AND THE ENFORCEMENT OF THE AGENT’S OTHER REMEDIES IN RESPECT OF SUCH COLLATERAL TO THE EXTENT THAT
THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT WITH THE LAWS OF NEW YORK. AS PART
OF THE CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR
PRINCIPAL PLACE OF BUSINESS OF THE LIEN GRANTOR, THE AGENT OR ANY OTHER SECURED PARTY, THE LIEN
GRANTOR HEREBY CONSENTS AND AGREES THAT THE COURTS OF THE STATE OF NEW YORK, SITTING IN THE BOROUGH
OF MANHATTAN, CITY OF NEW YORK, OR, AT THE AGENT’S OPTION, THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS
OR DISPUTES BETWEEN THE LIEN GRANTOR ON THE ONE HAND AND THE AGENT OR ANY OTHER SECURED PARTY ON
THE OTHER HAND PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY AGREEMENT TO WHICH THE LIEN GRANTOR IS A
PARTY, THE LIEN GRANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE LIEN GRANTOR HEREBY WAIVES ANY OBJECTION WHICH
THE LIEN GRANTOR MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS. THE LIEN GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE LIEN GRANTOR AT THE
ADDRESS SET FORTH IN THIS AGREEMENT OR OTHERWISE PROVIDED TO THE AGENT AS A NEW NOTICE ADDRESS IN
ACCORDANCE WITH THE TERMS HEREOF AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF THE LIEN GRANTOR’S ACTUAL RECEIPT THEREOF OR FIVE (5) BUSINESS DAYS AFTER DEPOSIT IN THE
U.S. MAILS, PROPER POSTAGE PREPAID. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT
THE RIGHT OF THE AGENT OR ANY OTHER SECURED PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY THE AGENT OR ANY OTHER SECURED PARTY OF ANY
JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO
ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.



     7.13 Waivers. THE LIEN GRANTOR IRREVOCABLY WAIVES (A) THE RIGHT TO TRIAL BY JURY
(WHICH THE AGENT HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OF COUNTERCLAIM OF ANY KIND
ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR ANY OF THE OTHER NOTEHOLDER DOCUMENTS, THE
OBLIGATIONS OR THE COLLATERAL; (B) PRESENTMENT,



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DEMAND AND PROTEST AND NOTICE OF PRESENTMENT,
PROTEST, DEFAULT, NON PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF
ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND
GUARANTIES AT ANY TIME HELD BY THE AGENT OR ANY OTHER SECURED PARTY, ON WHICH THE LIEN GRANTOR MAY
IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER THE AGENT OR ANY LENDER MAY DO IN
THIS REGARD; (C) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR
SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING THE AGENT TO EXERCISE ANY REMEDIES
HEREUNDER; (D) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS AND (E) NOTICE OF
ACCEPTANCE HEREOF. THE LIEN GRANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL
INDUCEMENT TO THE AGENT’S ENTERING INTO THIS AGREEMENT AND THAT THE AGENT IS RELYING UPON THE
FOREGOING WAIVERS IN ITS FUTURE DEALINGS WITH THE LIEN GRANTOR. THE LIEN GRANTOR WARRANTS AND
REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY AND
VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



     7.14 Incorporation by Reference. In connection with its appointment and acting
hereunder the Agent is entitled to all rights, privileges, immunities, protections, benefits and
indemnities provided to it as Trustee under the Indenture.



     7.15 Force Majeure. In no event shall the Agent be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Agent shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.



     7.16 Limitation on Duty of Agent in Respect of Collateral;




	 	(a)	 	Beyond the exercise of reasonable care in the custody thereof,
the Agent shall have no duty as to any Collateral in its possession or control
or in the possession or control of any agent or bailee or any income thereon or
as to preservation of rights against prior parties or any other rights
pertaining thereto and the Agent shall not be responsible for filing any
financing or continuation statements or recording any documents or instruments
in any
public office at any time or times or otherwise perfecting or maintaining
the perfection of any security interest in the Collateral. The Agent shall
be deemed to have exercised reasonable care in the custody of the Collateral
in its possession if the Collateral is accorded treatment substantially
equal to that which it accords its own property and shall not be liable or





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	 	 	 	responsible for any loss or diminution in the value of any of the
Collateral, by reason of the act or omission of any carrier, forwarding
agency or other agent or bailee selected by the Agent in good faith.
	 
	 	(b)	 	The Agent shall not be responsible for the existence,
genuineness or value of any of the Collateral or for the validity, perfection,
priority or enforceability of the Liens granted in any of the Collateral,
whether impaired by operation of law or by reason of any of any action or
omission to act on its part hereunder, except to the extent such action or
omission constitutes gross negligence, bad faith or willful misconduct on the
part of the Agent, for the validity or sufficiency of the Collateral or any
agreement or assignment contained therein, for the validity of the title of the
Lien Grantor to the Collateral, for insuring the Collateral or for the payment
of taxes, charges, assessments or Liens upon the Collateral or otherwise as to
the maintenance of the Collateral.
	 
	 	(c)	 	Notwithstanding anything in this Agreement to the contrary and
for the avoidance of doubt, the Agent shall have no duty to act outside of the
United States in respect of any Collateral located in any jurisdiction other
than the United States.
	 
	 	(d)	 	The Lien Grantor agree to record and file, at their own
expense, financing statements (and continuation statements when applicable)
with respect to the Collateral now existing or hereafter created meeting the
requirements of applicable state law in such manner and in such jurisdictions
as are necessary to perfect, and maintain perfected the security interests in
the Collateral created hereunder and under the other Noteholder Documents, and
to deliver a file stamped copy of each such financing statement or other
evidence of filing to the Agent promptly thearafter. The Agent shall be under
no obligation whatsoever to file such financing statements or continuation
statements or to make any other filing under the Code.






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     IN WITNESS WHEREOF, this Agreement has been duly executed on the day and year specified at the
beginning hereof.



	 	 	 	 	 	 	 	 	 
	The Bank of New York Mellon Trust
Company, N.A., as Agent	 	Morgan’s Welding, Inc., Lien Grantor	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Roxane Ellwanger
 

Roxane J. Ellwanger
	 	By:
	 	/s/ Jeffrey S. Jenkins
 

Jeffrey S. Jenkins
	 	 
	 

	 	Assistant Vice President
	 	 	 	Corporate Vice President-Finance and

Interim Chief Financial Officer	 	 






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