EX-10.1






Exhibit 10.1




Increase Notice




          Please refer to the Amended and Restated Loan and Security Agreement dated as of December 29,
2006 (as amended or otherwise modified from time to time, the “Loan Agreement”) among
Neenah Foundry Company, a Wisconsin corporation (“Neenah”), the Subsidiaries of Neenah
party to the Loan Agreement as Borrowers (collectively with Neenah, the “Borrowers”), Bank
of America, N.A., as Agent, the Lenders party to the Loan Agreement from time to time, a certain
Syndication Agent, certain Co-Lead Arrangers and certain Co-Book Managers. Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement.




          This notice is given pursuant to Section 1.1.7 of the Loan Agreement. Borrowers
hereby request (i) an increase in the Revolving Loan Commitments in the amount of $10,000,000 (the
“Requested Revolver Increase”) and (ii) consent by the Lenders to the aggregate amount of
the Requested Revolver Increase being allocated to Bank of America, N.A. (“BofA”) and
Wachovia Capital Finance Corporation (Central) (“Wachovia”) as set forth herein.




          As of the date hereof, prior to giving effect to the Requested Revolver Increase, the
aggregate amount of the Revolving Loan Commitments is $100,000,000. It is contemplated that, on or
about the date hereof, the Revolving Loan Commitments amount be increased, pursuant to Section
1.1.7 of the Loan Agreement, by $10,000,000 and that (i) $5,161,290 of such increase be added
to BofA’s share of the Revolving Loan Commitments, thereby increasing BofA’s share of the Revolving
Loan Commitments to $45,161,290 and (ii) $4,838,710 of such increase be added to Wachovia’s share
of the Revolving Loan Commitments, thereby increasing Wachovia’s share of the Revolving Loan
Commitments to $42,338,710. After giving effect to the foregoing, the aggregate amount of the
Revolving Loan Commitments shall be $110,000,000 and all references in the Loan Agreement and the
other Loan Documents to the Revolving Loan Commitments shall be considered a reference to the
Revolving Loan Commitment as increased hereby.




          Each Borrower hereby represents and certifies that no Default or Event of Default has occurred
and is continuing, and hereby acknowledges and agrees that, if the Requested Revolver Increase that
is the subject of this Increase Notice is granted, such Requested Revolver Increase shall become
part of the Revolving Loan Commitments for all purposes under the Loan Agreement and under the
Security Documents and shall be secured by the Collateral in all respects.




          Each Borrower hereby further acknowledges and agrees that, if the Requested Revolver Increase
that is the subject of this Increase Notice is granted, each such Borrower shall, within one
hundred twenty (120) days of its execution hereof, move its primary collections and disbursement
accounts to BofA. The failure of any Borrower to comply with the provisions of the previous
sentence shall constitute an Event of Default.




 









 








          This Increase Notice, including the accompanying Acknowledgement, Consent and Waiver, may be
executed in one or more counterparts, each of which will be deemed to be an original and all of
which, when taken together, will be deemed to constitute one and the same document.




2









 








          Borrowers have caused this Increase Notice to be executed and delivered by its officer
thereunto duly authorized on July 17, 2008.




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




	 	 	 	 	 	 	 
	 

	 	By

Its
	 	/s/Robert E. Ostendorf, Jr. 
 

President and Chief Executive Officer 
	 	 
	 

	 	 	 	 	 	 






 









 








Acknowledgement, Consent and Waiver




     By signing this Acknowledgement, Consent and Waiver below, each Lender so signing hereby
acknowledges the agreements and waives and consents to those matters requested in the foregoing
Increase Notice, including without limitation, the Requested Revolver Increase and the increased
Revolving Loan Commitments as described therein:



	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,

as Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Its
	 	/s/ Thomas J. Brennan
 

Senior Client Manager
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	July 17, 2008	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA CAPITAL FINANCE

CORPORATION (CENTRAL),

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Its
	 	/s/ Laura O. Wheeland
 

Vice President
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	July 17, 2008	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Its
	 	/s/ Bond Harberts
 

Duly Authorized Signatory
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	July 17, 2008	 	 







 









 








Reaffirmation of Guaranty




          Reference is made (i) to that certain Amended and Restated Loan and Security Agreement dated
December 29, 2006 (as amended or otherwise modified from time to time, the “Loan
Agreement”; capitalized terms used and not otherwise defined herein having the meanings
assigned thereto in the Loan Agreement) among Neenah Foundry Company, a Wisconsin corporation
(“Neenah”), the Subsidiaries of Neenah party to the Loan Agreement as Borrowers, Bank of
America, N.A., as Agent, the Lenders party to the Loan Agreement from time to time, a certain
Syndication Agent, certain Co-Lead Arrangers and certain Co-Book Managers and (ii) to that certain
Increase Notice in connection with the Loan Agreement (the “Notice”) of even date herewith
among Borrowers, Agent and Lenders.




          Each of the undersigned has executed and delivered a Guaranty Agreement and certain other
Security Documents. Each of the undersigned acknowledges receipt of a copy of the Notice and
hereby reaffirms the validity of its Guaranty Agreement and each other Security Document to which
it is a party and all of its obligations under its Guaranty Agreement and each such other Security
Document, in each case after giving effect to the transactions contemplated by the Notice. The
terms and conditions of each Guaranty Agreement and each other Security Document to which any of
the undersigned is a party shall remain in full force and effect.




          Although the undersigned have been informed of the matters set forth herein and have
acknowledged and agreed to same, each of the undersigned understands and agrees that Agent and
Lenders have no obligation to inform any of the undersigned of such matters in the future or to
seek any of the undersigned’s acknowledgment or agreement to future amendments, waivers, consents
or notices, and nothing herein shall create such a duty.




          Dated as of this 17 of July, 2008.




CAST ALLOYS, INC.

DALTON CORPORATION,

     ASHLAND MANUFACTURING

     FACILITY

BELCHER CORPORATION

PEERLESS CORPORATION

NFC CASTINGS, INC.




	 	 	 	 	 	 	 
	 

	 	By

Its
	 	/s/Robert E. Ostendorf, Jr.
 

President and Chief Executive Officer