<PAGE>
                                                                   Exhibit 10.1

            -------------------------------------------------------

                             NEENAH FOUNDRY COMPANY
                                       AND
                   THE SUBSIDIARIES OF NEENAH FOUNDRY COMPANY
                    IDENTIFIED ON THE SIGNATURE PAGES HERETO,
                                  AS BORROWERS

            -------------------------------------------------------

                           LOAN AND SECURITY AGREEMENT

                           Dated as of October 8, 2003

                                   $92,085,000

            -------------------------------------------------------

                           FLEET CAPITAL CORPORATION,
                INDIVIDUALLY AND AS AGENT FOR ANY LENDER WHICH IS
                           OR BECOMES A PARTY HERETO,

                             FLEET SECURITIES, INC.,
                                  AS ARRANGER,

                    CONGRESS FINANCIAL CORPORATION (CENTRAL),
                     INDIVIDUALLY AND AS SYNDICATION AGENT,

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                  INDIVIDUALLY AND AS DOCUMENTATION AGENT, AND

                THE ADDITIONAL LENDERS NOW AND FROM TIME TO TIME
                                  PARTY HERETO

            -------------------------------------------------------

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  PAGE
<S>                                                                               <C>
SECTION 1. CREDIT FACILITY......................................................    1
         1.1      Loans.........................................................    1
         1.2      Letters of Credit; LC Guaranties..............................    4
         1.3      Term Loan.....................................................    5
         1.4      Borrowing Agent...............................................    6

SECTION 2. INTEREST, FEES AND CHARGES...........................................    6
         2.1      Interest......................................................    6
         2.2      Computation of Interest and Fees..............................    7
         2.3      Fee Letter....................................................    7
         2.4      Letter of Credit and LC Guaranty Fees.........................    7
         2.5      Unused Line Fee...............................................    8
         2.6      Prepayment Fee................................................    8
         2.7      Audit Fees....................................................    9
         2.8      Reimbursement of Expenses.....................................    9
         2.9      Bank Charges..................................................   10
         2.10     Collateral Protection Expenses; Appraisals....................   10
         2.11     Payment of Charges............................................   11
         2.12     No Deductions.................................................   11
         2.13     Joint and Several Obligations.................................   12

SECTION 3. LOAN ADMINISTRATION..................................................   13
         3.1      Manner of Borrowing Revolving Credit Loans/LIBOR Option.......   13
         3.2      Payments......................................................   17
         3.3      Mandatory and Optional Prepayments............................   19
         3.4      Application of Payments and Collections.......................   22
         3.5      All Loans to Constitute One Obligation........................   23
         3.6      Loan Account..................................................   23
         3.7      Statements of Account.........................................   23
         3.8      Increased Costs...............................................   24
         3.9      Basis for Determining Interest Rate Inadequate................   25
         3.10     Sharing of Payments...........................................   25
         3.11     Optional Prepayment/Replacement of Lenders....................   26

SECTION 4. TERM AND TERMINATION.................................................   26
         4.1      Term of Agreement.............................................   26
         4.2      Termination...................................................   27

SECTION 5. SECURITY INTERESTS...................................................   28
         5.1      Security Interest in Collateral...............................   28
         5.2      Other Collateral..............................................   29
         5.3      Lien Perfection; Further Assurances...........................   30
         5.4      Lien on Realty................................................   30
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                      <C>
SECTION 6. COLLATERAL ADMINISTRATION..................................................   31
         6.1      General.............................................................   31
         6.2      Administration of Accounts..........................................   32
         6.3      Administration of Inventory.........................................   34
         6.4      Administration of Equipment.........................................   34
         6.5      Payment of Charges..................................................   35

SECTION 7. REPRESENTATIONS AND WARRANTIES.............................................   35
         7.1      General Representations and Warranties..............................   35
         7.2      Continuous Nature of Representations and Warranties.................   42
         7.3      Survival of Representations and Warranties..........................   42

SECTION 8. COVENANTS AND CONTINUING AGREEMENTS........................................   43
         8.1      Affirmative Covenants...............................................   43
         8.2      Negative Covenants..................................................   47
         8.3      Specific Financial Covenants........................................   57

SECTION 9. CONDITIONS PRECEDENT.......................................................   57
         9.1      Conditions Precedent to Initial Loans and Other Initial Credit
                    Accommodations....................................................   57
         9.2      Conditions Precedent to all Loans and other Credit Accommodations...   59

SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT.........................   59
         10.1     Events of Default...................................................   59
         10.2     Acceleration of the Obligations.....................................   63
         10.3     Other Remedies......................................................   63
         10.4     Set Off and Sharing of Payments.....................................   64
         10.5     Remedies Cumulative~ No Waiver......................................   65

SECTION 11. THE AGENT.................................................................   65
         11.1     Authorization and Action............................................   65
         11.2     Agent's Reliance, Etc...............................................   66
         11.3     Fleet and Affiliates................................................   67
         11.4     Lender Credit Decision..............................................   67
         11.5     Indemnification.....................................................   67
         11.6     Rights and Remedies to be Exercised by Agent Only...................   68
         11.7     Agency Provisions Relating to Collateral............................   68
         11.8     Agent's Right to Purchase Commitments...............................   69
         11.9     Right of Sale.......................................................   69
         11.10    [Intentionally Omitted].............................................   71
         11.11    Resignation of Agent: Appointment of Successor......................   71
         11.12    Audit and Examination Reports; Disclaimer by Lenders................   71
         11.13    Syndication Agent, Documentation Agent and Arranger.................   72
         11.14    Real Property Collateral............................................   72

SECTION 12. MISCELLANEOUS.............................................................   73
         12.1     Power of Attorney...................................................   73
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                             <C>
12.2     Indemnity...........................................................   74
12.3     Amendments..........................................................   75
12.4     Sale of Interest....................................................   76
12.5     Severability........................................................   76
12.6     Successors and Assigns..............................................   76
12.7     Cumulative Effect; Conflict of Terms................................   76
12.8     Execution in Counterparts...........................................   76
12.9     Notice..............................................................   76
12.10    Consent ............................................................   77
12.11    Credit Inquiries....................................................   77
12.12    Time of Essence.....................................................   78
12.13    Entire Agreement....................................................   78
12.14    Interpretation......................................................   78
12.15    Confidentiality.....................................................   78
12.16    GOVERNING LAW: CONSENT TO FORUM.....................................   79
12.17    WAIVERS ............................................................   80
12.18    Advertisement.......................................................   80
12.19    Non-Applicability of Exculpation Provisions in Confirmation Order...   80
</TABLE>

                                      iii
<PAGE>

                           LOAN AND SECURITY AGREEMENT

                  THIS LOAN AND SECURITY AGREEMENT is made as of this 8th day of
October, 2003, by and among FLEET CAPITAL CORPORATION ("Fleet"), a Rhode Island
corporation with an office at One South Wacker Drive, Suite 1400, Chicago,
Illinois 60606, individually as a Lender and as Agent ("Agent") for itself and
the other Lenders, each other financial institution which is or becomes a party
hereto and any registered assigns of any such Person (each such financial
institution, including Fleet, is referred to hereinafter individually as a
"Lender" and collectively as the "Lenders"), CONGRESS FINANCIAL CORPORATION
(CENTRAL), individually as a Lender and as Syndication Agent for Lenders,
GENERAL ELECTRIC CAPITAL CORPORATION, individually as a Lender and as
Documentation Agent for Lenders, FLEET SECURITIES, INC., as arranger
("Arranger"), and each of NEENAH FOUNDRY COMPANY, a Wisconsin corporation with
its chief executive office and principal place of business at 2121 Brooks
Avenue, Neenah, Wisconsin 54956 ("Neenah") and EACH SUBSIDIARY OF NEENAH THAT IS
IDENTIFIED ON THE SIGNATURE PAGES HERETO AS A BORROWER; Neenah and each such
Subsidiary are hereafter referred to collectively, as "Borrowers" and
individually, as "Borrower". Capitalized terms used in this Agreement have the
meanings assigned to them in Appendix A, General Definitions. Accounting terms
not otherwise specifically defined herein shall be construed in accordance with
GAAP consistently applied.

                           SECTION 1. CREDIT FACILITY

                  Subject to the terms and conditions of, and in reliance upon
the representations and warranties made in, this Agreement and the other Loan
Documents, Lenders agree to make available to Borrowers a Total Credit Facility
of up to $92,085,000 upon a Borrower's request therefor, as follows:

                  1.1 Loans.

                  1.1.1 Revolving Credit Loans.

                  Subject to the terms and conditions hereof, each Lender
         agrees, severally and not jointly, to make Revolving Credit Loans to
         Borrowers from time to time during the period from the date hereof to
         but not including the last day of the Term, as requested by Borrowers
         in the manner set forth in Section 1.4 and subsection 3.1.1 hereof, up
         to a maximum principal amount at any time outstanding equal to the
         lesser of (i) such Lender's Revolving Loan Commitment minus the product
         of such Lender's Revolving Loan Percentage and the LC Amount minus the
         product of such Lender's Revolving Loan Percentage and Reserves, if any
         and (ii) the product of (A) such Lender's Revolving Loan Percentage and
         (B) an amount equal to the Borrowing Base at such time minus the LC
         Amount minus Reserves, if any. Subject to the third to last sentence of
         this subsection 1.1.1, Agent shall have the right to establish
         Reserves, including without limitation or duplication with respect to
         (i) price adjustments, damages, unearned discounts, returned products
         or other matters for which a Borrower issues credit memoranda in the
         ordinary course of such Borrower's business; (ii) potential dilution
         related to Accounts; (iii) shrinkage, spoilage and obsolescence of
         Inventory; (iv) slow moving Inventory; (v) other sums due and payable
         within ninety (90) days and chargeable (but not yet charged) against a
         Borrower's Loan Account as Revolving Credit

                                       1
<PAGE>

         Loans under any section of this Agreement; (vi) amounts owing by a
         Borrower to any Person to the extent secured by a Lien on, or trust
         over, any Property of a Borrower (excluding Liens permitted under
         subsection 8.2.5(iv) or subsection 8.2.5(ix); (vii) amounts owing by a
         Borrower to Bank, Agent or any Affiliate of Bank or Agent in connection
         with Product Obligations; (viii) the Rebuild Reserve, (ix) Inventory
         that consists of coke, sand or grinding wheels or that consists of
         Inventory in transit; (x) the real Property, fixed assets and Inventory
         of Mercer located on or at Mercer's facility located at 200 Brown
         Street in Mercer, Pennsylvania, but only if Borrowers have failed to
         procure within 90 days of the date of this Agreement flood insurance in
         respect of such facility in Mercer, Pennsylvania that is in an amount
         of at least $2,500,000, has a deductible that does not exceed $500,000,
         and is otherwise reasonably satisfactory to Agent, (xi) any Rent
         Reserves and (xii) such other specific events, conditions or
         contingencies as to which Agent, in its reasonable credit judgment
         exercised in good faith, determines Reserves should be established from
         time to time hereunder. In addition to the foregoing Reserves,
         commencing on the first day of the second fiscal quarter after the
         fiscal quarter during which the MACT Deadline has been established,
         Agent shall establish a Reserve that accretes in no more than eight
         equal, successive quarterly installments on the first day of each
         fiscal quarter to a total that is the MACT Reserve Amount (which
         installments shall be scheduled such that the last installment occurs
         on a date that is at least six months prior to the MACT Deadline);
         provided, that the amount of the Reserve established pursuant to this
         sentence shall be reduced on a dollar-for-dollar basis by the amount of
         MACT Capital Expenditures actually made by Borrowers (as evidenced by
         written documentation that is reasonably acceptable to Agent).
         Notwithstanding anything contained in this Agreement to the contrary,
         (a) except with respect to the Reserve provided for in the immediately
         preceding sentence and in clauses (v), (vii), (viii), (ix) and (x) in
         the second sentence of this subsection 1.1.1, so long as no Event of
         Default is in existence Agent shall only establish Reserves based on
         demonstrable changes in the underlying assets and liabilities of
         Borrowers and Borrowers' Subsidiaries (including, without limitation, a
         contingent liability of a Borrower or a Subsidiary of a Borrower having
         become an actual liability of such Borrower or such Subsidiary) that
         Agent determines is necessary in its reasonable credit judgment and (b)
         Agent shall not establish any Reserves in respect of any matters
         relating to any items of Collateral that have been taken into account
         in determining Eligible Inventory or Eligible Accounts, as applicable.
         Agent agrees that it shall provide Borrowers with reasonably prompt
         notice of the establishment of a Reserve. The Revolving Credit Loans
         shall be repayable in accordance with the terms of the Revolving Notes
         and shall be secured by all of the Collateral.

                  1.1.2 Overadvances.

                  Insofar as a Borrower may request and Agent or all Lenders (as
         provided below) may be willing in their sole and absolute discretion to
         make Revolving Credit Loans to such a Borrower at a time when the
         unpaid balance of Revolving Credit Loans plus the sum of the LC Amount
         plus the amount of LC Obligations that have not been reimbursed by
         Borrowers or funded with a Revolving Credit Loan, plus reserves,
         exceeds, or would exceed with the making of any such Revolving Credit
         Loan, the Borrowing Base (such Loan or Loans being herein referred to
         individually as an "Overadvance" and collectively, as "Overadvances"),
         Agent shall enter such Overadvances as debits in the Loan Account. All
         Overadvances shall be repaid on

                                       2
<PAGE>

         demand, shall be secured by the Collateral and shall bear interest as
         provided in this Agreement for Revolving Credit Loans generally. Any
         Overadvance made pursuant to the terms hereof shall be made by all
         Lenders ratably in accordance with their respective Revolving Loan
         Percentages. Overadvances in the aggregate amount of $1,000,000 or less
         may, unless a Default or Event of Default has occurred and is
         continuing (other than a Default or Event of Default caused by the
         existence or making of such Overadvance), be made in the sole and
         absolute discretion of Agent. Overadvances in an aggregate amount of
         more than $1,000,000 and Overadvances to be made after the occurrence
         and during the continuation of a Default or an Event of Default (other
         than a Default or Event of Default caused by the existence or making of
         such Overadvance) shall require the consent of all Lenders. The
         foregoing notwithstanding, in no event, unless otherwise consented to
         by all Lenders, (w) shall any Overadvances be outstanding for more than
         sixty (60) consecutive days, (x) after all outstanding Overadvances
         have been repaid, shall Agent or Lenders make any additional
         Overadvances unless sixty (60) days or more have expired since the last
         date on which any Overadvances were outstanding, (y) shall Overadvances
         be outstanding on more than ninety (90) days within any one hundred
         eighty day (180) period or (z) shall Agent make Revolving Credit Loans
         on behalf of Lenders under this subsection 1.1.2 to the extent such
         Revolving Credit Loans would cause a Lender's share of the Revolving
         Credit Loans to exceed such Lender's Revolving Loan Commitment minus
         such Lender's Revolving Loan Percentage of the LC Amount.

                  1.1.3 Use of Proceeds.

                  The Revolving Credit Loans shall be used solely for (i) the
         satisfaction of existing Indebtedness of Chapter 11 Debtors in
         connection with the Plan of Reorganization and the Confirmation
         (including the payment of an aggregate of $30,000,000 in cash on the 11
         1/8% Series A, B, D and F Senior Subordinated Notes due 2007 of Neenah
         Foundry Company, Chapter 11 Debtor-in-Possession, in connection with
         the satisfaction in full of such Senior Subordinated Notes), (ii) the
         payment of fees and expenses associated with the transactions
         contemplated hereby, including the transactions provided for under the
         Plan of Reorganization, (iii) Borrowers' general operating capital
         needs (including Capital Expenditures permitted hereunder) in a manner
         consistent with the provisions of this Agreement and all applicable
         laws, (iv) to fund Permitted Acquisitions, (v) repayments or
         prepayments of principal amounts owing under the Subordinated Bond
         Documents that are permitted to be made under subsection 8.2.6(i) and
         (vi) other purposes permitted under this Agreement.

                  1.1.4 Swingline Loans.


                  Subject to the terms and conditions hereof, in order to reduce
         the frequency of transfers of funds from Lenders to Agent for making
         Revolving Credit Loans, Agent shall be permitted (but not required) to
         make Revolving Credit Loans to Borrowers upon request by Borrowers
         (such Revolving Credit Loans to be designated as "Swingline Loans")
         provided that the aggregate amount of Swingline Loans outstanding at
         any time will not (i) exceed $5,000,000; (ii) when added to the
         principal amount of Agent's other Revolving Credit Loans then
         outstanding plus Agent's Revolving Loan Percentage of the LC Amount,
         exceed Agent's Revolving Credit Commitment; or (iii) when added to the
         principal amount of all other Revolving Credit Loans then outstanding
         plus the LC Amount, exceed the Borrowing Base. Within the foregoing
         limits, each Borrower may borrow, repay and reborrow Swingline Loans.
         All Swingline Loans shall be treated as Revolving Credit Loans for
         purposes of this

                                       3
<PAGE>

         Agreement, except that (a) all Swingline Loans shall be Base Rate
         Revolving Portions and (b) notwithstanding anything herein to the
         contrary (other than as set forth in the next succeeding sentence), all
         principal and interest paid with respect to Swingline Loans shall be
         for the sole account of Agent in its capacity as the lender of
         Swingline Loans. Notwithstanding the foregoing, not more than 2
         Business Days after (1) Lenders receive notice from Agent that a
         Swingline Loan has been advanced in respect of a drawing under a Letter
         of Credit or LC Guaranty or (2) in any other circumstance, demand is
         made by Agent during the continuance of an Event of Default, each
         Lender shall irrevocably and unconditionally purchase and receive from
         Agent, without recourse or warranty from Agent, an undivided interest
         and participation in each Swingline Loan to the extent of such Lender's
         Revolving Loan Percentage thereof, by paying to Agent, in same day
         funds, an amount equal to such Lender's Revolving Loan Percentage of
         such Swingline Loan. Swingline Loans will be settled between the Agent
         and the Lenders in the manner set forth in subsection 3.1.3.

                  1.1.5 Agent Loans.

                  Upon the occurrence and during the continuance of an Event of
         Default, Agent, in its sole discretion, may make Revolving Credit Loans
         on behalf of Lenders, in an aggregate amount not to exceed $3,000,000
         (such maximum amount being reduced by the outstanding balance of any
         Overadvances that have been authorized by Agent alone pursuant to
         subsection 1.1.2), if Agent, in its reasonable business judgment, deems
         that such Revolving Credit Loans are necessary or desirable (i) to
         protect all or any portion of the Collateral, (ii) to enhance the
         likelihood, or maximize the amount of, repayment of the Loans and the
         other Obligations, or (iii) to pay any other amount chargeable to any
         Borrower pursuant to this Agreement, including without limitation
         costs, fees and expenses as described in Sections 2.8 and 2.9
         (hereinafter, "Agent Loans"); provided, that in no event shall (a) the
         maximum principal amount of the Revolving Credit Loans exceed the
         aggregate Revolving Loan Commitments and (b) Majority Lenders may at
         any time revoke Agent's authorization to make Agent Loans. Any such
         revocation must be in writing and shall become effective prospectively
         upon Agent's receipt thereof. Each Lender shall be obligated to advance
         its Revolving Loan Percentage of each Agent Loan. If Agent Loans are
         made pursuant to the preceding sentence, then (a) the Borrowing Base
         shall be deemed increased by the amount of such permitted Agent Loans,
         but only for so long as Agent allows such Agent Loans to be
         outstanding, and (b) notwithstanding any terms contained herein to the
         contrary (including, without limitation, the terms of subsection
         10.2.2), all Lenders that have committed to make Revolving Credit Loans
         shall be bound to make, or permit to remain outstanding, such Agent
         Loans based upon their Revolving Loan Percentages in accordance with
         the terms of this Agreement.

                  1.2 Letters of Credit; LC Guaranties.

                  1.2.1 Issuance of Letters of Credit and LC Guarantees.

                  Subject to the terms and conditions hereof, each of Agent and,
         if applicable, any Lender designated by Agent and Neenah as a Letter of
         Credit Issuer (each such Lender, a "Letter of Credit Issuer") agrees,
         if requested by a Borrower, to (i) issue its, or, in the case of Agent,
         cause to be issued by Bank or another Affiliate of Agent, on the date
         requested by such Borrower, Letters of Credit for the account of a
         Borrower or (ii) execute LC Guaranties by which Agent, such

                                       4
<PAGE>

         Letter of Credit Issuer, Bank, or another Affiliate of Agent, on the
         date requested by a Borrower, shall guaranty the payment or performance
         by a Borrower of its reimbursement obligations with respect to letters
         of credit issued for a Borrower's account by other Persons; provided
         that the LC Amount shall not exceed $5,000,000 at any time. No Letter
         of Credit or LC Guaranty may have an expiration date after the last day
         of the Term.


                  1.2.2 Lender Participation. Immediately upon the issuance of a
         Letter of Credit or an LC Guaranty under this Agreement, each Lender
         shall be deemed to have irrevocably and unconditionally purchased and
         received from Agent, without recourse or warranty, an undivided
         interest and participation therein equal to the applicable LC
         Obligations multiplied by such Lender's Revolving Loan Percentage.
         Agent will notify each Lender on a weekly basis, or if determined by
         Agent, a more frequent basis, upon presentation to it of a draw under a
         Letter of Credit or a demand for payment under a LC Guaranty. On a
         weekly basis, or more frequently if requested by Agent, each Lender
         shall make payment to Agent in immediately available funds, of an
         amount equal to such Lender's pro rata share of the amount of any
         payment made by Agent in respect to any Letter of Credit or LC
         Guaranty. The obligation of each Lender to reimburse Agent under this
         subsection 1.2.2 shall be unconditional, continuing, irrevocable and
         absolute, except in respect of indemnity claims arising out of Agent's
         gross negligence or willful misconduct. In the event that any Lender
         fails to make payment to Agent of any amount due under this subsection
         1.2.2, Agent shall be entitled to receive, retain and apply against
         such obligation the principal and interest otherwise payable to such
         Lender hereunder until Agent receives such payment from such Lender or
         such obligation is otherwise fully satisfied; provided, however, that
         nothing contained in this sentence shall relieve such Lender of its
         obligation to reimburse the Agent for such amount in accordance with
         this subsection 1.2.2.

                  1.2.3 Reimbursement. Notwithstanding anything to the contrary
         contained herein, Borrowers, Agent, each Letter of Credit Issuer and
         Lenders hereby agree that all LC Obligations and all obligations of
         each Borrower relating thereto shall be satisfied by the prompt
         issuance of one or more Revolving Credit Loans that are Base Rate
         Revolving Portions, which Borrowers hereby acknowledge are requested
         and Lenders hereby agree to fund. In the event that Revolving Credit
         Loans are not, for any reason, promptly made to satisfy all then
         existing LC Obligations, each Lender hereby agrees to pay to Agent, on
         demand, an amount equal to such LC Obligations multiplied by such
         Lender's Revolving Loan Percentage, and until so paid, such amount
         shall be secured by the Collateral and shall bear interest and be
         payable at the same rate and in the same manner as Base Rate Revolving
         Portions. In no event shall Agent or any Lender make any Revolving
         Credit Loan in respect of any Obligation that has already been
         satisfied by any Borrower.


                  1.3 Term Loan.

                  Each Lender, severally and not jointly, agrees to make a term
loan (collectively, the "Term Loan") to Borrowers on the Closing Date, in the
aggregate principal amount of such Lender's Term Loan Commitment, which shall be
repayable in accordance with the terms hereof and the terms of the Term Notes
and shall be secured by all of the Collateral. The proceeds of

                                       5
<PAGE>

the Term Loan shall be used solely for the purposes for which the proceeds of
the Revolving Credit Loans are authorized to be used.

                  1.4 Borrowing Agent.

                  For ease of administration of this Agreement, each Borrower
other than Neenah hereby appoints Neenah as its borrowing agent hereunder. In
such capacity, Neenah will request all Revolving Credit Loans to be made
pursuant to Section 1.1, will request all Letters of Credit and LC Guaranties to
be issued pursuant to Section 1.2 and will submit all LIBOR Requests with
respect to obtaining any LIBOR Portion pursuant to subsection 3.1.7, converting
any Base Rate Portion into a LIBOR Portion pursuant to subsection 3.1.8 or
continuing any LIBOR Portion into a subsequent Interest Period pursuant to
subsection 3.1.9, in each case pursuant to the procedures set forth in Section
3.1. Notwithstanding anything to the contrary contained in this Agreement, no
Borrower other than Neenah shall be entitled to request any Revolving Credit
Loans, Letters of Credit or LC Guaranties or to submit any LIBOR Requests
hereunder. The proceeds of all Revolving Credit Loans made hereunder shall be
advanced to or at the direction of Neenah and used solely for the purposes
described in subsection 1.1.3.

                     SECTION 2. INTEREST, FEES AND CHARGES

                  2.1 Interest.

                  2.1.1 Rates of Interest. Interest shall accrue on the
         principal amount of the Base Rate Revolving Portions and the Base Rate
         Term Portions outstanding at the end of each day at a fluctuating rate
         per annum equal to the Applicable Margin then in effect for the Base
         Rate Revolving Portions or the Base Rate Term Portions, as applicable
         plus the Base Rate. Said rate of interest shall increase or decrease by
         an amount equal to any increase or decrease in the Base Rate, effective
         as of the opening of business on the day that any such change in the
         Base Rate occurs. If a Borrower exercises its LIBOR Option as provided
         in Section 3.1, interest shall accrue on the principal amount of the
         LIBOR Revolving Portions and the LIBOR Term Portions outstanding at the
         end of each day at a rate per annum equal to the Applicable Margin then
         in effect for the LIBOR Revolving Portions or the LIBOR Term Portions,
         as applicable plus the LIBOR applicable to each LIBOR Portion for the
         corresponding Interest Period.

                  2.1.2 Default Rate of Interest. At the option of Agent or the
         Majority Lenders, upon and after the occurrence of an Event of Default
         arising under subsection 10.1.1, subsection 10.1.3 (as a result of a
         breach of subsection 8.1.3, subsection 8.1.4, subsection 8.2.4,
         subsection 8.2.6, subsection 8.2.7, subsection 8.2.8, subsection 8.2.12
         or Section 8.3) or subsection 10.1.8, and during the continuation
         thereof, the principal amount of all Loans shall bear interest at a
         rate per annum equal to 2.0% plus the interest rate otherwise
         applicable thereto (the "Default Rate").

                  2.1.3 Maximum Interest. In no event whatsoever shall the
         aggregate of all amounts deemed interest hereunder or under the Notes
         and charged or collected pursuant to the terms of this Agreement or
         pursuant to the Notes exceed the highest rate permissible under any law
         which a court of competent jurisdiction shall, in a final

                                       6
<PAGE>

         determination, deem applicable hereto. If any provisions of this
         Agreement or the Notes are in contravention of any such law, such
         provisions shall be deemed amended to conform thereto (the "Maximum
         Rate"). If at any time, the amount of interest paid hereunder is
         limited by the Maximum Rate, and the amount at which interest accrues
         hereunder is subsequently below the Maximum Rate, the rate at which
         interest accrues hereunder shall remain at the Maximum Rate, until such
         time as the aggregate interest paid hereunder equals the amount of
         interest that would have been paid had the Maximum Rate not applied.

                  2.2 Computation of Interest and Fees.

                  Interest, Letter of Credit and LC Guaranty fees and Unused
Line Fees hereunder shall be calculated daily and shall be computed on the
actual number of days elapsed over a year of 360 days.

                  2.3 Fee Letter.

                  Borrowers shall jointly and severally pay to Agent certain
fees and other amounts in accordance with the terms of the fee letter among
Borrowers and Agent (the "Fee Letter").

                  2.4 Letter of Credit and LC Guaranty Fees.

                  Borrowers shall jointly and severally pay to Agent:

                           (i)      for standby Letters of Credit and LC
                  Guaranties of standby letters of credit, for the ratable
                  benefit of Lenders a per annum fee equal to the Applicable
                  Margin then in effect for LIBOR Revolving Portions multiplied
                  by the weighted average daily balance of the aggregate undrawn
                  face amount of such Letters of Credit and LC Guaranties
                  outstanding from time to time during the term of this
                  Agreement, plus all normal and customary charges associated
                  with the issuance thereof, which fees and charges shall be
                  deemed fully earned upon issuance of each such Letter of
                  Credit or LC Guaranty, shall be due and payable in arrears on
                  the first Business Day of each month and shall not be subject
                  to rebate or proration upon the termination of this Agreement
                  for any reason; provided that at any time that the Default
                  Rate is in effect, the fee applicable under this subsection
                  shall be equal to the otherwise applicable fee plus 2.00%;

                           (ii)     for documentary Letters of Credit and LC
                  Guaranties of documentary letters of credit, for the ratable
                  benefit of Lenders a per annum fee equal to the Applicable
                  Margin then in effect for LID OR Revolving Portions multiplied
                  by the weighted average daily balance of the aggregate undrawn
                  face amount of such Letters of Credit and LC Guaranties
                  outstanding from time to time during the term of this
                  Agreement, plus all normal and customary charges associated
                  with the issuance and administration of each such Letter of
                  Credit or LC Guaranty (which fees and charges shall be fully
                  earned upon issuance, renewal or extension (as the case may
                  be) of each such Letter of Credit or LC Guaranty, shall be due
                  and payable in arrears on the first Business Day of each
                  month, and shall not be subject to rebate or proration upon
                  the termination of this

                                       7
<PAGE>

                  Agreement for any reason); provided that at any time that the
                  Default Rate is in effect, the fee applicable under this
                  subsection shall be equal to the otherwise applicable fee plus
                  2.00%;

                           (iii)    with respect to all Letters of Credit and LC
                  Guaranties issued by Agent, Bank or another Affiliate of
                  Agent, for the account of Agent only, a fronting fee equal to
                  0.125% per annum of the weighted average daily balance of the
                  aggregate undrawn face amount of such Letters of Credit and LC
                  Guaranties outstanding from time to time during the term of
                  this Agreement issued by such Person, which fronting fees
                  shall be due and payable monthly in arrears on the first
                  Business Day of each month and shall not be subject to rebate
                  or proration upon the termination of this Agreement for any
                  reason; and

                           (iv)     with respect to all Letters of Credit and LC
                  Guaranties issued by a Letter of Credit Issuer, for the
                  account of such Letter of Credit Issuer only, a fronting fee
                  equal to 0.125% per annum of the weighted average daily
                  balance of the aggregate undrawn face amount of such Letters
                  of Credit and LC Guaranties outstanding from time to time
                  during the term of this Agreement issued by such Letter of
                  Credit Issuer, which fronting fees shall be due and payable
                  monthly in arrears on the first Business Day of each month and
                  shall not be subject to rebate or proration upon the
                  termination of this Agreement for any reason.

                  2.5 Unused Line Fee.

                  Borrowers shall jointly and severally pay to Agent, for the
ratable benefit of Lenders, a fee (the "Unused Line Fee") equal to the
Applicable Margin per annum for the Unused Line Fee multiplied by the average
daily amount by which the Revolving Credit Maximum Amount exceeds the sum of (i)
the outstanding principal balance of the Revolving Credit Loans plus (ii) the LC
Amount; provided, that for purposes of allocating the Unused Line Fee among
Lenders, outstanding Swingline Loans shall not be included as part of the
outstanding balance of the Loans for purposes of calculating such fees owed to
Lenders other than Agent. The Unused Line Fee shall be payable monthly in
arrears on the first day of each month hereafter.

                  2.6 Prepayment Fee.

                  Upon the termination of this Agreement by Borrowers pursuant
to subsection 4.2.2, upon any optional prepayment of the Term Loan pursuant to
subsection 3.3.5 or upon any optional reduction of the Revolving Loan
Commitments pursuant to subsection 3.3.6, Borrowers shall jointly and severally
pay to Agent, for the ratable benefit of the Lenders (in addition to the then
outstanding principal, accrued interest and other charges then due and owing
under the terms of this Agreement and any of the other Loan Documents and any
amounts then due and owing pursuant to subsection 3.2.5), as liquidated damages
for the loss of the bargain and not as a penalty, an amount equal to (i) 1% of
the sum of the aggregate amount of the Revolving Loan Commitments then being
reduced or terminated and the outstanding amount of the Term Loan then being
prepaid, if such termination, prepayment or reduction occurs during the first 12
month period of the Term (October 8, 2003 through October 7, 2004) and (ii)
0.50% of the sum of the

                                       8
<PAGE>

aggregate amount of the Revolving Loan Commitments then being reduced or
terminated and the outstanding amount of the Term Loan then being prepaid, if
such termination, prepayment or reduction occurs during the second 12 month
period or the third 12 month period of the Term (October 8, 2004 through October
7, 2006). Notwithstanding the foregoing, no such prepayment fee resulting from a
prepayment of the Term Loan pursuant to subsection 3.3.5 shall be payable unless
the aggregate Revolving Loan Commitments are being simultaneously, or have
previously been, reduced by any amount pursuant to subsection 3.3.6. In
addition, if such termination, prepayment or reduction occurs on or after
October 8, 2006, no such prepayment fee shall be payable.

                  2.7 Audit Fees.

                  Borrowers shall jointly and severally pay to Agent audit fees
in accordance with Agent's current schedule of fees in effect from time to time
in connection with audits of the books and records and Properties of each
Borrower and its Subsidiaries and such other matters as Agent shall deem
appropriate in its reasonable credit judgment, plus all reasonable out-of-pocket
expenses incurred by Agent in connection with such audits; provided, that so
long as no Event of Default has occurred and is continuing, Borrowers shall not
be liable for such audit fees incurred in connection with more than three
complete audits during any fiscal year, whether such audits are conducted by
employees of Agent or by third parties hired by Agent. Such audit fees and
out-of-pocket expenses shall be payable on the first day of the month following
the date of issuance by Agent of a request for payment thereof to Neenah. Agent
may, in its discretion, provide for the payment of such amounts by making
appropriate Revolving Credit Loans to one or more Borrowers and charging the
appropriate Loan Account or Loan Accounts therefor.

                  2.8 Reimbursement of Expenses.

                  If, at any time or times regardless of whether or not an Event
of Default then exists, (i) Agent or Arranger 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 Loan Documents, any amendment of or modification of this Agreement or
any of the other Loan Documents, or any syndication or attempted syndication of
the Obligations (including, without limitation, printing and distribution of
materials to prospective Lenders and all costs associated with bank meetings,
but excluding any closing fees paid to Lenders in connection therewith) or (2)
the administration of this Agreement or any of the other Loan Documents and the
transactions contemplated hereby and thereby; or (ii) Agent or any Lender incurs
reasonable and documented legal or accounting expenses or any other costs or
out-of-pocket expenses in connection with (I) any litigation, contest, dispute,
suit, proceeding or action (whether instituted by Agent, any Lender, any
Borrower or any other Person) relating to the Collateral, this Agreement or any
of the other Loan Documents or any Borrower's, any of its Subsidiaries' or any
Guarantor's affairs; (2) any amendment, modification, waiver or consent with
respect to the Loan Documents that is requested of Lenders at a time when an
Event of Default is in existence (provided, that Borrowers shall only be
responsible under this clause (2) for the reasonable and documented fees of one
law firm, acting on behalf of all Lenders other than Fleet), (3) any attempt to
enforce any rights of Agent or any Lender against any Borrower or any other
Person which may be obligated to Agent or any Lender by virtue of this Agreement
or any of the other Loan Documents, including, without limitation, the Account
Debtors; or (4) any

                                       9
<PAGE>

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 Agent or any
Lender, as applicable, shall be charged to Borrowers on a joint and several
basis; provided, that Borrowers 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 (as determined by a court of
competent jurisdiction in a final nonappealable judgment) of Agent or any Lender
seeking reimbursement. All amounts chargeable to Borrowers under this Section
2.8 shall be Obligations secured by all of the Collateral, shall be payable
within 15 days following demand to Agent or such Lender, as the case may be, and
shall bear interest from the date due and owing until paid in full at the rate
applicable to Base Rate Revolving Portions from time to time. Borrowers shall
also jointly and severally reimburse Agent for expenses incurred by Agent in its
administration of the Collateral to the extent and in the manner provided in
Sections 2.9 and 2.10 hereof

                  2.9 Bank Charges.

                  Borrowers shall jointly and severally pay to Agent and each
applicable Lender, on demand, any and all fees, costs or expenses which Agent or
any such Lender pays to a bank or other similar institution arising out of or in
connection with (i) the forwarding to any Borrower or any other Person on behalf
of any Borrower, by Agent or any Lender, of proceeds of Loans made to any
Borrower pursuant to this Agreement and (ii) the depositing for collection by
Agent or any Lender of any check or item of payment received or delivered to
Agent or any Lender on account of the Obligations.

                  2.10 Collateral Protection Expenses; Appraisals.

                  All out-of-pocket expenses incurred in protecting, storing,
warehousing, insuring, handling, maintaining and shipping the Collateral, and
any and all excise, property, sales, and use taxes imposed by any state,
federal, or local authority on any of the Collateral or in respect of the sale
thereof shall be jointly and severally borne and paid by Borrowers. If Borrowers
fail to promptly pay any portion thereof when due, Agent may, at its option, but
shall not be required to, pay the same and charge one or more Borrowers
therefor. On an annual basis, Agent shall, at Borrowers' joint and several
expense, obtain an appraisal of the Inventory of Borrowers from a third party
appraiser reasonably acceptable to Agent, which appraisal shall include an
assessment of the net orderly liquidation percentage of each category or type of
Eligible Inventory. Further, if average Availability (as determined by Agent in
its reasonable credit judgment) for any thirty (30) day period during a fiscal
year is less than $10,000,000, Agent may, and, at the request of Majority
Lenders, shall obtain updated appraisals of the Equipment and real Property of
Borrowers for such fiscal year at Borrowers' joint and several expense, which
updated appraisals shall provide an assessment of the fair market value and the
net orderly liquidation value of such Equipment and real Property; provided,
that Borrowers shall only be obligated to pay for one such updated appraisal of
such Equipment and real Property per year pursuant to this sentence.
Additionally, from time to time, if obtaining appraisals is necessary in order
for Agent or any Lender to comply with applicable laws or regulations, and at
any time if an Event of Default shall have occurred and be continuing, Agent
may, at Borrowers' joint and several expense, obtain appraisals from appraisers
(who may be personnel of Agent), stating the then current fair market value
and/or net orderly liquidation value of all or any portion of the real Property
or

                                       10
<PAGE>

personal Property of any Borrower or any of its Subsidiaries, including without
limitation the Inventory of any Borrower or any of its Subsidiaries.

                  2.11 Payment of Charges.

                  All amounts chargeable to any Borrower under this Agreement
shall be Obligations secured by all of the Collateral, shall be, unless
specifically otherwise provided, payable on demand and shall bear interest from
the date demand was made or such amount is due, as applicable, until paid in
full at the rate applicable to Base Rate Revolving Portions from time to time.

                  2.12 No Deductions.

                  2.12.1 Any and all payments or reimbursements made hereunder
         shall be made free and clear of and without deduction for any and all
         taxes, levies, imposts, deductions, charges or withholdings, and all
         liabilities with respect thereto; excluding, however, the following:
         taxes imposed on the income of Agent or any Lender or franchise taxes
         by the jurisdiction under the laws of which Agent or any Lender is
         organized or doing business or any political subdivision thereof and
         taxes imposed on its income by the jurisdiction of Agent's or such
         Lender's applicable lending office or any political subdivision thereof
         or franchise taxes (all such taxes, levies, imposts, deductions,
         charges or withholdings and all liabilities with respect thereto but
         excluding such taxes imposed on net income, "Tax Liabilities"). If any
         Borrower shall be required by law to deduct any such Tax Liabilities
         from or in respect of any sum payable hereunder to Agent or any Lender,
         then the sum payable hereunder by Borrowers shall be increased as may
         be necessary so that, after all required deductions are made, Agent or
         such Lender receives an amount equal to the sum it would have received
         had no such deductions been made.

                  2.12.2 Each Lender that is organized in a jurisdiction outside
         the United States hereby agrees that it shall, no later than the
         Closing Date or, if later, the date on which such Lender became a party
         hereto (and from time to time thereafter, upon reasonable request of
         Borrowers or Agent), (i) furnish to Borrowers and Agent two accurate,
         complete and signed copies of either United States Internal Revenue
         Service Form W-8BEN or United States Internal Revenue Service Form
         W-8ECI (on which such Lender claims entitlement to complete exemption
         from United States federal withholding tax on all interest payments
         hereunder) and (ii) to the extent that such Lender is legally able to
         do so, provide Borrowers and Agent a new Form W-8BEN or Form W -8ECI
         upon the obsolescence of any previously delivered form, duly executed
         and completed by such Lender, and comply with all applicable United
         States laws and regulations as in effect from time to time with regard
         to such withholding tax exemption. Notwithstanding anything to the
         contrary in this Section 2.12, for the avoidance of doubt, (A)
         Borrowers shall be entitled, to the extent they are required to do so
         by law, to deduct or withhold Taxes imposed by the United States (or
         any political subdivision or taxing authority thereof or therein) from
         any amounts payable hereunder to any Lender that is not a United States
         person (as defined in Section 770l(a)(30) of the Internal Revenue Code
         of 1986, as amended) to the extent the Lender has not provided to
         Borrowers the United States Internal Revenue Service forms described
         above, and (B) after the date a Lender

                                       11
<PAGE>

         becomes a party hereto, Borrowers shall have no obligation to make
         additional payments under this Section 2.12 to any Lender organized
         outside the United States if the Lender has not provided such forms to
         the Borrower.

                  2.13 Joint and Several Obligations.

                  Each Borrower acknowledges that it is jointly and severally
liable for all of the Obligations and as a result hereby unconditionally
guaranties the full and prompt payment when due, whether at maturity or earlier
by reason of acceleration or otherwise, and at all times thereafter, of all
indebtedness, liabilities and obligations of every kind and nature of each other
Borrower to Agent and Lenders and, howsoever created, arising or evidenced,
whether direct or indirect, absolute or contingent, joint or several, now or
hereafter existing, or due or to become due, and howsoever owned, held or
acquired by Agent or any Lender. Each Borrower agrees that if this guaranty, or
any Liens securing this guaranty, would, but for the application of this
sentence, be unenforceable under applicable law, this guaranty and each such
Lien shall be valid and enforceable to the maximum extent that would not cause
this guaranty or such Lien to be unenforceable under applicable law, and this
guaranty shall automatically be deemed to have been amended accordingly at all
relevant times.

                  Each Borrower hereby agrees that its obligations under this
guaranty shall be unconditional, irrespective of (a) the validity or
enforceability of the Obligations or any part thereof, or of any promissory note
or other document evidencing all or any part of the Obligations, (b) the absence
of any attempt to collect the Obligations from any other Borrower or any
Guarantor or other action to enforce the same, ( c) the waiver or consent by
Agent or any Lender with respect to any provision of any agreement, instrument
or document evidencing or securing all or any part of the Obligations, or any
other agreement, instrument or document now or hereafter executed by any other
Borrower and delivered to Agent or any Lender (other than a waiver, forgiveness
or consent by Agent and Lenders that reduces the amount of any of the
Obligations), (d) the failure by Agent or any Lender to take any steps to
perfect and maintain its security interest in, or to preserve its rights to, any
security or Collateral for the Obligations, for its benefit, (e) Agent's or any
Lender's election, in any proceeding instituted under the United States
Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of
the application of Section 1111 (b )(2) of the United States Bankruptcy Code or
any other similar bankruptcy or insolvency legislation, (f) any borrowing or
grant of a security interest by any Borrower as debtor-in-possession, under
Section 364 of the United States Bankruptcy Code or any other similar bankruptcy
or insolvency legislation, (g) the disallowance, under Section 502 of the United
States Bankruptcy Code or any other similar bankruptcy or insolvency
legislation, of all or any portion of Agent's or any Lender's claim(s) for
repayment of the Obligations or (h) any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a borrower or a
guarantor.

                  Each Borrower hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of receivership or
bankruptcy of any Borrower, protest or notice with respect to the Obligations
and all demands whatsoever, and covenants that this guaranty will not be
discharged, except by complete and irrevocable payment and performance of the
Obligations. No notice to any Borrower or any other party shall be required for
Agent or any Lender to make demand hereunder. Such demand shall constitute a
mature and liquidated

                                       12
<PAGE>

claim against the applicable Borrower. Upon the occurrence of any Event of
Default, Agent or any Lender may, in its sole election, proceed directly and at
once, without notice, against all or any Borrower to collect and recover the
full amount or any portion of the Obligations, without first proceeding against
any other Borrower or any other Person, or any security or collateral for the
Obligations. During the existence of an Event of Default, Agent and each Lender
shall have the exclusive right to determine the application of payments and
credits, if any from any Borrower, any other Person or any security or
collateral for the Obligations, on account of the Obligations or of any other
liability of any Borrower to Agent or any Lender.

                  Each Borrower expressly waives all rights it may have now or
in the future under any statute, or at common law, or at law or in equity, or
otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect
of the Obligations guaranteed hereunder against any other Borrower or any
Guarantor, any other party or against any security for the payment and
performance of the Obligations before proceeding against, or as a condition to
proceeding against, such Borrower. It is agreed among each Borrower, Agent and
Lenders that the foregoing waivers are of the essence of the transaction
contemplated by this Agreement and the other Loan Documents and that, but for
the provisions of this Section 2.13 and such waivers, Agent and Lenders would
decline to enter into this Agreement.

                  Notwithstanding anything to the contrary set forth in this
Section 2.13, it is the intent of the parties hereto that the liability incurred
by each Borrower in respect of the Obligations of the other Borrowers (and any
Lien granted by each Borrower to secure such Obligations), not constitute a
fraudulent conveyance under Section 548 of the United States Bankruptcy Code or
a fraudulent conveyance or fraudulent transfer under the provisions of any
applicable law of any state or other governmental unit ("Fraudulent
Conveyance"). Consequently, each Borrower, Agent and each Lender hereby agree
that if a court of competent jurisdiction determines that the incurrence of
liability by any Borrower in respect of the Obligations of any other Borrower
(or any Liens granted by such Borrower to secure such Obligations) would, but
for the application of this sentence, constitute a Fraudulent Conveyance, such
liability (and such Liens) shall be valid and enforceable only to the maximum
extent that would not cause the same to constitute a Fraudulent Conveyance, and
this Agreement and the other Loan Documents shall automatically be deemed to
have been amended accordingly.

                        SECTION 3. LOAN ADMINISTRATION.

                  3.1 Manner of Borrowing Revolving Credit Loans/LIBOR Option.

                  Borrowings under the credit facility established pursuant to
Section 1 hereof shall be as follows:

                  3.1.1 Loan Requests.

                  A request for a Revolving Credit Loan shall be made, or shall
         be deemed to be made, in the following manner: (a) subject to the terms
         of Section 1.4, a Borrower may give Agent notice of its intention to
         borrow, in which notice such Borrower shall specify the amount of the
         proposed borrowing of a Revolving Credit Loan and the proposed
         borrowing date, which shall be a Business Day, no later than 11:00 a.m.
         (Chicago, Illinois time) on the proposed borrowing date (or in
         accordance with subsection 3.1.7, 3.1.8 or 3.1.9, as applicable, in the
         case of a request for a LIBOR

                                       13
<PAGE>

         Revolving Portion); and (b) the becoming due and payable of any amount
         required to be paid under this Agreement, or the Notes, whether as
         interest or for any other Obligation, shall be deemed irrevocably to be
         a request by a Borrower for a Revolving Credit Loan on the due date in
         the amount required to pay such interest or other Obligation in
         accordance with subsection 3.1.4.

                  3.1.2 Disbursement.

                  Each Borrower hereby irrevocably authorizes Agent to disburse
         the proceeds of each Loan requested, or deemed to be requested,
         pursuant to subsection 3.1.1 as follows: (i) the proceeds of each
         Revolving Credit Loan requested under subsection 3.1.1(a) shall be
         disbursed by Agent in lawful money of the United States of America in
         immediately available funds, in the case of the initial borrowing, in
         accordance with the terms of the written disbursement letter from
         Borrowers, and in the case of each subsequent borrowing, by wire
         transfer to such bank account as may be agreed upon by Borrowers and
         Agent from time to time (it being agreed and understood that such bank
         account may be any operating account of Borrowers, with no requirement
         that such amount that is disbursed to an operating account be deposited
         in a Dominion Account) or elsewhere if pursuant to a written direction
         from a Borrower and (ii) the proceeds of each Revolving Credit Loan
         deemed requested under subsection 3.1.1 (b) shall be disbursed by Agent
         by way of direct payment of the relevant interest or other Obligation.
         If at any time any Loan is funded by Agent or Lenders in excess of the
         amount requested or deemed requested by a Borrower, such Borrower
         agrees to repay the excess to Agent immediately upon the earlier to
         occur of (a) such Borrower's discovery of the error and (b) notice
         thereof to such Borrower from Agent or any Lender.

                  3.1.3 Payment by Lenders.

                  Promptly, and in no event later than 12:00 p.m. (Chicago time)
         on a proposed borrowing date, Agent shall give to each Lender written
         notice by facsimile, telex or cable of the receipt by Agent from a
         Borrower of any request for a Revolving Credit Loan. Each such notice
         shall specify the requested date and amount of such Revolving Credit
         Loan, whether such Revolving Credit Loan shall be subject to the LIBOR
         Option, and the amount of each Lender's advance thereunder (in
         accordance with its applicable Revolving Loan Percentage). Each Lender
         shall, not later than 2:00 p.m. (Chicago time) on such requested date,
         wire to a bank designated by Agent the amount of that Lender's
         Revolving Loan Percentage of the requested Revolving Credit Loan. The
         failure of any Lender to make the Revolving Credit Loans to be made by
         it shall not release any other Lender of its obligations hereunder to
         make its Revolving Credit Loan. Neither Agent nor any other Lender
         shall be responsible for the failure of any other Lender to make the
         Revolving Credit Loan to be made by such other Lender. The foregoing
         notwithstanding, Agent, in its sole discretion, may from its own funds
         make a Revolving Credit Loan on behalf of any Lender. In such event,
         the Lender on behalf of whom Agent made the Revolving Credit Loan shall
         reimburse Agent for the amount of such Revolving Credit Loan made on
         its behalf, on a weekly (or more frequent, as determined by Agent in
         its sole discretion) basis. In addition, Agent shall notify Lenders on
         a weekly (or more frequent, as determined by Agent in its sole
         discretion) basis regarding settlement of the Swingline Loans, and
         promptly following such notice, each Lender shall reimburse Agent (in
         accordance with its applicable Revolving Loan Percentage) for the
         amount of the Swingline Loans outstanding. Notwithstanding the
         foregoing or any other provision of this Agreement to the contrary,

                                       14
<PAGE>

         subject to the terms of subsection 1.1.2 and subsection 1.1.5 no Lender
         shall be required to reimburse Agent for any Revolving Credit Loans or
         Swingline Loans that are made on behalf of such Lender after such
         Lender has delivered a written notice of the type provided for under
         subsection 10.2.2 for so long as such written notice remains in effect.
         On each such settlement date, Agent will pay to each Lender the net
         amount owing to such Lender in connection with such settlement,
         including without limitation amounts relating to Loans, fees, interest
         and other amounts payable hereunder. The entire amount of interest
         attributable to such Revolving Credit Loan for the period from the date
         on which such Revolving Credit Loan was made by Agent on such Lender's
         behalf until Agent is reimbursed by such Lender, shall be paid to Agent
         for its own account.

                  3.1.4 Authorization. Each Borrower hereby irrevocably
         authorizes Agent, in Agent's sole discretion, to advance to Neenah or
         another Borrower, and to charge to the appropriate Borrower's Loan
         Account hereunder as a Revolving Credit Loan (which shall be a Base
         Rate Portion), a sum sufficient to pay all interest accrued on the
         Obligations during the immediately preceding month, to pay all
         regularly scheduled payments of principal and mandatory prepayments of
         principal due and payable at any time and to pay all fees, costs and
         expenses and other Obligations due and payable at any time by Borrowers
         to Agent or any Lender hereunder.

                  3.1.5 Letter of Credit and LC Guaranty Requests. A request for
         a Letter of Credit or LC Guaranty shall be made in the following
         manner: a Borrower shall give Agent and Bank (or, if the same is to be
         issued by a Letter of Credit Issuer, Agent and such Letter of Credit
         Issuer) a written notice of its request for the issuance of a Letter of
         Credit or LC Guaranty, not later than 11:00 a.m. (Chicago, Illinois
         time), at least one Business Day before the proposed issuance date
         thereof, in which notice such Borrower shall specify the proposed
         issuer, issuance date and format and wording for the Letter of Credit
         or LC Guaranty being requested (which shall be satisfactory to Agent
         and the Person being asked to issue such Letter of Credit or LC
         Guaranty). Such request shall be accompanied by an executed application
         and reimbursement agreement in form and substance satisfactory to Agent
         and the Person being asked to issue the Letter of Credit or LC
         Guaranty, as well as any required corporate resolutions or other
         documents reasonably requested by Agent or the Person being asked to
         issue the Letter of Credit or LC Guaranty. In the event of any
         inconsistency or conflict between any such application and
         reimbursement agreement between a Borrower and the Person issuing a
         Letter of Credit or LC Guaranty, and this Agreement, the terms and
         provisions of this Agreement shall govern and control.

                  3.1.6 Method of Making Requests. As an accommodation to
         Borrowers, unless a Default or an Event of Default is then in
         existence, (i) Agent shall permit telephonic or electronic requests for
         Revolving Credit Loans to Agent, (ii) Agent and Bank, or a Letter of
         Credit Issuer, as applicable, may, in their discretion, permit
         electronic transmittal of requests for Letters of Credit and LC
         Guaranties to them, and (iii) Agent may, in Agent's discretion, permit
         electronic transmittal of instructions, authorizations, agreements or
         reports to Agent. Unless a Borrower specifically directs Agent, Bank or
         a Letter of Credit Issuer, as applicable in writing not to accept or
         act upon telephonic or electronic communications from such Borrower
         (which direction shall only be applicable to the

                                       15
<PAGE>

         Persons who have received the same in writing), neither Agent, Bank,
         any Letter of Credit Issuer, nor any Lender shall have any liability to
         any Borrower for any loss or damage suffered by any Borrower as a
         result of Agent's, Bank's or a Letter of Credit Issuer's honoring of
         any requests, execution of any instructions, authorizations or
         agreements or reliance on any reports communicated to it telephonically
         or electronically and purporting to have been sent to Agent, Bank or a
         Letter of Credit Issuer by any Borrower (except for any such loss or
         damage resulting From Agent's, Bank's or any Letter of Credit Issuer's
         gross negligence or willful misconduct), and neither Agent, Bank nor
         any Letter of Credit Issuer shall have any duty to verify the origin of
         any such communication or the authority of the Person sending it. Each
         telephonic request for a Letter of Credit or LC Guaranty accepted by
         Agent, Bank or a Letter of Credit Issuer, as applicable, hereunder
         shall be promptly followed by a written confirmation of such request
         from the applicable Borrower to Agent and Bank or such Letter of Credit
         Issuer, if applicable.

                  3.1.7 LIBOR Portions. In the event a Borrower desires to
         obtain a LIBOR Portion, such Borrower shall give Agent a LIBOR Request
         no later than 11:00 a.m. (Chicago, Illinois time) on the third Business
         Day prior to the requested borrowing date; provided, that neither Agent
         nor any Lender shall be obligated to honor such request if a Default or
         Event of Default exists as of the date of the LIBOR Request or as of
         the first day of the Interest Period for the requested LIBOR Portion.
         Each LIBOR Request shall be irrevocable and binding on Borrowers. In no
         event shall Borrowers be permitted to have outstanding at anyone time
         LIBOR Portions with more than seven (7) different Interest Periods.

                  3.1.8 Conversion of Base Rate Portions. Provided that as of
         both the date of the LIBOR Request and the first day of the Interest
         Period, no Default or Event of Default exists, a Borrower may, on any
         Business Day, convert any Base Rate Portion of such Borrower into a
         LIBOR Portion. If a Borrower desires to convert a Base Rate Portion,
         such Borrower shall give Agent a LIBOR Request no later then 11 :00
         a.m. (Chicago, Illinois time) on the third Business Day prior to the
         requested conversion date. After giving effect to any conversion of
         Base Rate Portions to LIBOR Portions, Borrowers shall not be permitted
         to have outstanding at anyone time LIBOR Portions with more than seven
         (7) different Interest Periods.

                  3.1.9 Continuation of LIBOR Portions. Provided that as of both
         the date of the LIBOR Request and the first day of the Interest Period,
         no Default or Event of Default exists, a Borrower may, on any Business
         Day, continue any LIBOR Portions of such Borrower into a subsequent
         Interest Period of the same or a different permitted duration. If a
         Borrower desires to continue a LIBOR Portion, such Borrower shall give
         Agent a LIBOR Request no later than 11:00 a.m. (Chicago, Illinois time)
         on the second Business Day prior to the requested continuation date.
         After giving effect to any continuation of LIBOR Portions, Borrowers
         shall not be permitted to have outstanding at anyone time LIBOR
         Portions with more than seven (7) different Interest Periods. If a
         Borrower shall fail to give timely notice of its election to continue
         any LIBOR Portion or portion thereof as provided above, or if such
         continuation shall not be permitted, such LIBOR Portion or portion
         thereof, unless such LIBOR Portion shall be repaid, shall automatically
         be

                                       16
<PAGE>

         converted into a Base Rate Portion at the end of the Interest Period
         then in effect with respect to such LIBOR Portion.

                  3.1.10 Inability to Make LIBOR Portions.

                  Notwithstanding any other provision hereof, if any applicable
         law, treaty, regulation or directive, or any change therein or in the
         interpretation or application thereof, shall make it unlawful for any
         Lender (for purposes of this subsection 3.1.10, the term "Lender" shall
         include the office or branch where such Lender or any corporation or
         bank then controlling such Lender makes or maintains any LIBOR
         Portions) to make or maintain its LIBOR Portions, or if with respect to
         any Interest Period, Agent is unable to determine the LIBOR relating
         thereto, or adverse or unusual conditions in, or changes in applicable
         law relating to, the London interbank market make it, in the reasonable
         judgment of Agent, impracticable to fund therein any of the LIBOR
         Portions, or make the projected LIBOR unreflective of the actual costs
         of funds therefor to any Lender, the obligation of Agent and Lenders to
         make or continue LIBOR Portions or convert Base Rate Portions to LIBOR
         Portions hereunder shall forthwith be suspended during the pendency of
         such circumstances and the applicable Borrower shall, if any affected
         LIBOR Portions are then outstanding, promptly upon request from Agent,
         convert such affected LIBOR Portions into Base Rate Portions.

                  3.2 Payments.

                  Except where evidenced by notes or other instruments issued or
made by one or more Borrowers to any Lender and accepted by such Lender
specifically containing payment instructions that are in conflict with this
Section 3.2 (in which case the conflicting provisions of said notes or other
instruments shall govern and control), the Obligations shall be payable as
follows:

                  3.2.1 Principal.

                           (i)      Revolving Credit Loans. Principal on account
                  of Revolving Credit Loans shall be payable by Borrowers to
                  Agent for the ratable benefit of Lenders immediately upon the
                  earliest of (i) at any time when a Dominion Period is in
                  effect, the receipt by Agent or any Borrower of any proceeds
                  of any of the Collateral (except as otherwise provided
                  herein), including without limitation as required pursuant to
                  subsections 3.3.1 and 6.2.4, to the extent of said proceeds,
                  subject to Borrowers' rights to reborrow such amounts in
                  compliance with subsection 1.1.1 hereof, (ii) the acceleration
                  of the Revolving Credit Loans in accordance with the terms of
                  Section 10.2, (iii) subject to the provisions of subsection
                  1.1.2 and the proviso to this subsection 3.2.1, at all times
                  that the calculations set forth in subsection 1.1.1 reflect a
                  negative amount, to the extent of such amount on demand by
                  Agent or Majority Lenders therefor, or (iv) termination of
                  this Agreement pursuant to Section 4 hereof; provided,
                  however, that, if an Overadvance shall exist at any time,
                  Borrowers shall, on demand therefor (or, in the case of an
                  Overadvance caused by, and created at the time of, Agent's
                  establishment of a new reserve or a new eligibility criterion,
                  within 5 days of demand therefor), jointly and severally repay
                  the Overadvance. Each payment (including principal prepayment)
                  by a Borrower on account of principal of the

                                       17
<PAGE>

                  Revolving Credit Loans shall be applied first to Base Rate
                  Revolving Portions and then to LIBOR Revolving Portions.

                           (ii)     Term Loan. Principal on account of the Term
                  Loan shall be payable jointly and severally by Borrowers as
                  follows: (i) as required pursuant to subsections 3.3.1, 3.3.2
                  and 3.3.3, (ii) in 20 consecutive quarterly installments on
                  each January 1, April 1, July I and October 1 commencing on
                  January 1, 2004, each in the amount of $788,750, and (iii) a
                  final installment in the amount of the remaining principal
                  balance of the Term Loan on October 8, 2008. Notwithstanding
                  the foregoing, the entire unpaid principal balance of the Term
                  Loan shall be due and payable upon the termination of this
                  Agreement.

                  3.2.2 Interest.

                           (i)      Base Rate Portion. Interest accrued on Base
                  Rate Portions shall be due and payable on the earliest of (1)
                  the first calendar day of each month (for the immediately
                  preceding month), computed through the last calendar day of
                  the preceding month, (2) the acceleration of such Base Rate
                  Portion in accordance with the terms of Section 10.2 or (3)
                  termination of this Agreement pursuant to Section 4 hereof.

                           (ii)     LIBOR Portion. Interest accrued on each
                  LIBOR Portion shall be due and payable on each LIBOR Interest
                  Payment Date and on the earlier of (I) the acceleration of
                  such LIBOR Portion in accordance with the terms of Section
                  10.2 or (2) termination of this Agreement pursuant to Section
                  4 hereof

                  3.2.3 Costs, Fees and Charges. Costs, fees and charges payable
         pursuant to this Agreement shall be jointly and severally payable by
         Borrowers to Agent, as and when provided in Section 2 or Section 3
         hereof, as applicable to Agent or a Lender, as applicable, or to any
         other Person designated by Agent or such Lender in writing.

                  3.2.4 Other Obligations. The balance of the Obligations (other
         than unasserted contingent indemnity obligations) requiring the payment
         of money, if any, shall be jointly and severally payable by Borrowers
         to Agent for distribution to Lenders, as appropriate, as and when
         provided in this Agreement, the Other Agreements or the Security
         Documents, or on demand, whichever is later.

                  3.2.5 Prepayment of/Failure to Borrow LIBOR Portions.
         Borrowers may prepay a LIBOR Portion only upon at least three (3)
         Business Days prior written notice to Agent (which notice shall be
         irrevocable). Subject to the terms of subsection 3.3.4, in the event of
         (i) the payment of any principal of any LIBOR Portion other than on the
         last day of the Interest Period applicable thereto (including as a
         result of an Event of Default), (ii) the conversion of any LIBOR
         Portion other than on the last day of the Interest Period applicable
         thereto, or (iii) the failure to borrow, convert, continue or prepay
         any LIBOR Portion on the date specified in any notice delivered
         pursuant hereto, then, in any such event, Borrowers shall compensate
         each Lender for the actual loss, cost and expense

                                       18
<PAGE>

         incurred by such Lender that is attributable to such event, together
         with any normal, reasonable and customary administrative charges
         applicable thereto.

                  3.3 Mandatory and Optional Prepayments.

                  3.3.1 Proceeds of Sale, Loss, Destruction or Condemnation of
         Collateral.

                  Except for dispositions of assets permitted by subsection
         8.2.9(ii) and dispositions in accordance with this Agreement of assets
         that are subject to a Lien permitted by subsection 8.2.5(iv) (in each
         case, the proceeds of which shall, at any time when a Dominion Period
         is in effect, be applied to reduce the outstanding principal balance of
         the Revolving Credit Loans, but shall not permanently reduce the
         Revolving Loan Commitments), if any Borrower or any of its Subsidiaries
         sells any of the Collateral or if any of the Collateral is lost,
         damaged or destroyed or taken by condemnation (in each case excluding,
         at any time when a Dominion Period is not in effect, Accounts,
         Inventory, the Non-Core Fixed Assets described in clauses (iii) through
         (v) of the definition thereof and Non-Core Fixed Assets consisting of
         the equity of Belcher or Dalton - Ashland), the applicable Borrower
         shall, unless otherwise agreed by Majority Lenders, pay to Agent for
         the ratable benefit of Lenders as and when received by such Borrower or
         such Subsidiary and as a mandatory prepayment of the Loans, as herein
         provided, a sum equal to the proceeds (including insurance payments but
         net of costs and taxes incurred in connection with such sale or event)
         received by such Borrower or such Subsidiary from such sale, loss,
         damage, destruction or condemnation.

                  To the extent that such Collateral sold, lost, damaged,
         destroyed or condemned consists of Equipment, real Property, or other
         Property other than Accounts, Inventory, the Non-Core Fixed Assets
         described in clauses (iii) through (v) of the definition thereof and
         Non-Core Fixed Assets consisting of the equity of Belcher and Dalton -
         Ashland, the applicable prepayment shall be applied first, to Agent's
         costs and expenses relating to the relevant transaction, second, to the
         installments of principal due under the Term Notes ratably, to be
         applied to future installment payments on a ratable basis (exclusive of
         the final installment payment that is due on October 8, 2008) until
         such future installment payments are paid in full, third, to the final
         installment of principal due under the Term Notes on October 8, 2008
         ratably until paid in full, and fourth, to repay outstanding principal
         of Revolving Credit Loans, but not as a permanent reduction of the
         Revolving Loan Commitments.

                  To the extent that the Collateral sold, lost, damaged,
         destroyed or condemned consists of Accounts, Inventory, the Non-Core
         Fixed Assets described in clauses (iii) through (v) of the definition
         thereof or Non-Core Fixed Assets consisting of the equity of Belcher or
         Dalton - Ashland and a Dominion Period is in effect, subject to the
         third sentence of subsection 3.4.1 the applicable prepayment shall be
         applied to reduce the outstanding principal balance of the Revolving
         Credit Loans, but shall not permanently reduce the Revolving Loan
         Commitments (it being understood that prepayments required to be made
         pursuant to subsection 3.3.3 shall also be applied as set forth in this
         sentence). In addition, if the Collateral subject to such sale, loss,
         damage, destruction or condemnation consists of Eligible Accounts or
         Eligible Inventory and a Dominion Period

                                       19
<PAGE>

         is in effect, such prepayment shall be specifically applied against the
         portion of the Borrowing Base predicated on such Collateral.

                  Notwithstanding the foregoing, if any Borrower or a Subsidiary
         of a Borrower receives any cash proceeds of insurance (net of costs and
         taxes incurred) with respect to any loss or destruction of Equipment or
         real Property, together with the aggregate amount of any other such
         proceeds during the then current fiscal year of Borrowers, (i) are less
         than $2,000,000, unless an Event of Default is then in existence, Agent
         shall remit such proceeds to the applicable Borrower (or its applicable
         Subsidiary) for use in replacing or repairing the applicable Property,
         so long as the applicable Borrower (or its applicable Subsidiary) has
         committed to acquire replacement Property within 180 days of such loss,
         damage or destruction and has actually acquired replacement Property
         within 360 days of such loss, damage or destruction, free and clear of
         Liens other than Permitted Liens that are not Purchase Money Liens (it
         being agreed and understood that if the applicable Borrower (or its
         applicable Subsidiary) fails to commit to replace or rebuild the
         damaged Property within such 180 day period or fails to actually
         replace or rebuild such damaged Property within such 360 day period,
         Borrowers shall prepay the Obligations in the manner specified in the
         second sentence of this subsection 3.3.1), (ii) are greater than or
         equal to $2,000,000 and less than $5,000,000, unless an Event of
         Default is then in existence, subject to the third sentence of
         subsection 3.4.1 such amounts shall be provisionally applied to reduce
         the outstanding principal balance of the Revolving Credit Loans and a
         Rebuild Reserve shall be created in the amount of such proceeds, until
         the earliest of (I) Borrowers' decision not to repair or replace the
         damaged Property, (2) the expiration of one hundred eighty days (180)
         days from the receipt of such amount, if the applicable Borrower or
         Subsidiary has not yet committed to acquire replacement Collateral or
         (3) the expiration of three hundred sixty (360) days from the receipt
         of such amount (with such amount being applied to the Obligations in
         the manner specified in the second sentence of this subsection 3.3.1
         until payment thereof in full in the event that the foregoing period
         ends pursuant to clause (1) or clause (2)), or (iii) are equal to or
         greater than $5,000,000, and Borrowers have requested that Agent and
         Majority Lenders agree to permit the applicable Borrower or Subsidiary
         to repair or replace the damaged Property, subject to the third
         sentence of subsection 3.4.1 such amounts shall be provisionally
         applied to reduce the outstanding principal balance of the Revolving
         Credit Loans and a Rebuild Reserve shall be created in the amount of
         such proceeds, until the earliest of (1) Agent's and Majority Lenders'
         decision with respect thereto, (2) the expiration of one hundred eighty
         (180) days from the date of such request, unless the applicable
         Borrower or Subsidiary has committed to replace or rebuild the damaged
         Property, or (3) the expiration of three hundred sixty (360) days from
         such request. If Borrowers decide and commit to repair or replace the
         applicable Property as provided in clause (ii) above or if Agent and
         Majority Lenders agree, in their reasonable judgment, to permit any
         such repair or replacement under clause (iii) above, the applicable
         amount shall, unless an Event of Default is in existence, be released
         from the Rebuild Reserve (with the amount of the Rebuild Reserve being
         reduced on a dollar-for-dollar basis for each dollar that is so
         released) to the applicable Borrower or Subsidiary as needed for use in
         replacing or repairing the damaged Property during such three hundred
         sixty (360) day period, with any remaining amount at the end of such
         three hundred sixty (360) day period applied to the Obligations in the
         manner specified in the second sentence of this subsection 3.3.1

                                       20
<PAGE>

         until payment thereof in full; and in the case of clause (iii) above,
         if either Agent or Majority Lenders decline to permit any such repair
         or replacement or fail to respond to Borrowers within such three
         hundred sixty (360) day period, or if the applicable Borrower or
         Subsidiary has failed to commit to replace or rebuild the damaged
         Property within such one hundred eighty (180) day period, such amount
         shall be released from the Rebuild Reserve and applied to the
         Obligations in the manner specified in the second sentence of this
         subsection 3.3.1 until payment thereof in full. It is acknowledged and
         agreed that any of the one hundred eighty (180) day or three hundred
         sixty (360) day periods set forth in this subsection 3.3.1 may be
         extended with the approval of Majority Lenders.

                  Nothing in this subsection 3.3.1 shall be construed to
         constitute Agent's or any Lender's consent to the consummation of any
         disposition or other transaction that is not otherwise permitted by
         another provision of this Agreement (including, without limitation,
         subsection 8.2.9 hereof) or another Loan Document.

                  3.3.2 Proceeds from Issuance of Additional Indebtedness or
         Equity.

                  If Ultimate Parent, Parent or any Borrower issues any
         additional Indebtedness or issues any additional equity for cash (other
         than equity (including stock options) issued to officers and employees
         in connection with incentive plans, equity resulting in proceeds used
         to make Capital Expenditures and equity resulting in proceeds used to
         consummate a Permitted Acquisition, in each case to the extent that the
         proceeds of such equity are promptly used as consideration for all or a
         portion of the purchase price for such Capital Expenditure or Permitted
         Acquisition) in a manner permitted under this Agreement, Borrowers
         shall pay to Agent for the ratable benefit of Lenders, when and as
         received by Ultimate Parent, Parent or any Borrower and as a mandatory
         prepayment of the Obligations, a sum equal to 50% of the net proceeds
         to Ultimate Parent, Parent or such Borrower of the issuance of such
         Indebtedness or equity; provided, that the foregoing shall not apply in
         connection with an issuance of Indebtedness or equity to a Person that
         is a Related Person of a Borrower. Any such prepayment shall be applied
         to the Loans in the manner specified in the second sentence of
         subsection 3.3.1 until payment thereof in full.

                  3.3.3 Other Mandatory Prepayments.

                  At any time when a Dominion Period is in effect, if any
         Borrower or any Subsidiary receives any cash proceeds from any tax
         refunds actually received, indemnity payments or pension plan
         reversions, Borrowers shall jointly and severally pay to Agent for the
         benefit of Lenders, when and as received by such Borrower or such
         Subsidiary, and as a mandatory prepayment of the Obligations, a sum
         equal to 100% of such proceeds of such tax refund, indemnity payment or
         pension plan reversions. Any such prepayment shall be applied to the
         Obligations in the manner specified in the third sentence of subsection
         3.3.1 until payment thereof in full.

                  3.3.4 LIBOR Portions.

                  If the application of any payment made in accordance with the
         provisions of this Section 3.3 at a time when no Event of Default has
         occurred and is continuing would result in termination of a LIBOR
         Portion prior to the last day of the Interest Period for such LIBOR
         Portion, the amount of such prepayment shall not be applied to such
         LIBOR Portion, but will, at Borrowers' option, be held by Agent in a
         non-

                                       21
<PAGE>

         interest bearing account at a Lender or another bank satisfactory to
         Agent in its discretion, which account is in the name of Agent and from
         which account only Agent can make any withdrawal, in each case to be
         applied as such amount would otherwise have been applied under this
         Section 3.3 at the earlier to occur of (i) the last day of the relevant
         Interest Period or (ii) the occurrence of a Default or an Event of
         Default.

                  3.3.5 Optional Prepayments.

                  Borrowers may, at their option from time to time upon not less
         than 3 days prior written notice to Agent, prepay installments of the
         Term Notes, provided that the amount of any such prepayment is at least
         $500,000 and in integral multiples of $100,000 above $500,000, and that
         such prepayments are made ratably with respect to all Term Notes. Each
         such prepayment shall be applied first, to the future installments of
         principal due under the Term Notes on a ratable basis (exclusive of the
         final installment of principal that is due on October 8, 2008) until
         such future installments of principal are paid in full and second, to
         the final installment of principal due under the Term Notes on October
         8, 2008 until paid in full. Except for charges applicable to
         prepayments of LIBOR Term Portions and except for charges payable under
         Section 2.6, such prepayments shall be without premium or penalty.

                  3.3.6 Optional Reductions of Revolving Loan Commitments.

                  Borrowers may, at their option from time to time upon not less
         than 3 Business Days' prior written notice to Agent, terminate in whole
         or permanently reduce ratably in part, the unused portion of the
         Revolving Loan Commitments, provided however, that (i) each such
         partial reduction shall be in an amount of $2,000,000 or integral
         multiples of $1,000,000 in excess thereof and (ii) unless the Agreement
         is terminated pursuant to subsection 4.2.2, the aggregate of all
         optional reductions to the Revolving Credit Commitments may not exceed
         $10,000,000 during any 12 month period or $20,000,000 during the Term.
         Except for charges under subsection 3.2.5 applicable to prepayments of
         LIBOR Revolving Portions and except for charges payable under Section
         2.6, such prepayments shall be without premium or penalty.

                  3.4 Application of Payments and Collections.

                  3.4.1 Collections.

                  All items of payment received by Agent in immediately
         available funds by 12:00 noon, Chicago, Illinois, time, on any Business
         Day shall be deemed received on that Business Day. All items of payment
         received after 12:00 noon, Chicago, Illinois, time, on any Business Day
         shall be deemed received on the following Business Day. If as the
         result of collections of Accounts as authorized by subsection 6.2.4
         hereof or otherwise (including, without limitation, as authorized under
         subsection 3.3.3 and under subsection 6.1.2), a credit balance exists
         in the Loan Account, such credit balance shall not accrue interest in
         favor of Borrowers, but shall be disbursed to a Borrower or otherwise
         at a Borrower's direction in the manner set forth in subsection 3.1.2,
         upon a Borrower's request at any time, so long as no Event of Default
         then exists (it being acknowledged and agreed that such Borrower may
         direct the disbursement of such credit balance to an operating account,
         with no requirement that such amount that is disbursed to such
         operating account be deposited in a Dominion Account). Agent may at its
         option, offset such credit balance against any of the Obligations upon
         and during the continuance of an Event of Default.

                                       22
<PAGE>

                  3.4.2 Apportionment, Application and Reversal of Payments.

         Principal and interest payments shall be apportioned ratably among
         Lenders (according to the unpaid principal balance of the Loans to
         which such payments relate held by each Lender). All payments shall be
         remitted to Agent and all such payments not relating to principal or
         interest of specific Loans, or not constituting payment of specific
         fees, and all proceeds of Accounts, or, except as provided in
         subsection 3.3.1, other Collateral received by Agent, including without
         limitation all amounts deposited in a Dominion Account, shall be
         applied, ratably, subject to the provisions of this Agreement and
         whether or not an Event of Default exists, first, to pay any fees,
         indemnities, or expense reimbursements (other than amounts related to
         Product Obligations) then due to Agent or Lenders from any Borrower;
         second, to pay interest due from Borrowers in respect of all Loans,
         including Swingline Loans and Agent Loans; third, to pay or prepay
         principal of Swingline Loans and Agent Loans; fourth, to pay or prepay
         principal of the Revolving Credit Loans (other than Swingline Loans and
         Agent Loans) and unpaid reimbursement obligations in respect of Letters
         of Credit; fifth, to pay an amount to Agent equal to all outstanding
         Letter of Credit Obligations to be held as cash Collateral for such
         Obligations (in an amount of 105% of the aggregate amount thereof);
         sixth, to payor prepay principal of the Term Loan seventh, to the
         payment of any other Obligation (other than amounts related to Product
         Obligations) due to the Agent or any Lender by any Borrower; and
         eighth, to pay any amounts owing in respect of Product Obligations. As
         between Agent and Borrowers, after the occurrence and during the
         continuance of an Event of Default, Agent shall have the continuing
         exclusive right to apply and reapply any and all such payments and
         collections received at any time or times hereafter by Agent or its
         agent against the Obligations, in such manner as Agent may deem
         advisable, notwithstanding any entry by Agent or any Lender upon any of
         its books and records.

                  3.5 All Loans to Constitute One Obligation.

                  The Loans, Letters of Credit and LC Guarantees shall
constitute one general joint and several Obligation of Borrowers, and shall be
secured by Agent's Lien upon all of the Collateral.

                  3.6 Loan Account.

                  Agent shall enter all Loans as debits to one or more loan
accounts (each, a "Loan Account") and shall also record in the Loan Account all
payments made by or on behalf of each Borrower on any Obligations and all
proceeds of Collateral which are finally paid to Agent, and may record therein,
in accordance with customary accounting practice, other debits and credits,
including interest and all charges and expenses properly chargeable to each
Borrower.

                  3.7 Statements of Account.

                  Agent will account to Borrowers monthly with a statement of
Loans, charges and payments made pursuant to this Agreement during the
immediately preceding month, and such account rendered by Agent shall be deemed
final, binding and conclusive upon Borrowers absent demonstrable error unless
Agent is notified by Borrowers in writing to the contrary within 90

                                       23
<PAGE>

days of the date each accounting is received by Borrowers. Such notice shall
only be deemed an objection to those items specifically objected to therein.

                  3.8 Increased Costs.

                  If any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law, but if not having the force of law, being a guideline or directive with
which such Lender is accustomed to comply) adopted or implemented after the date
of this Agreement and having general applicability to all banks or finance
companies within the jurisdiction in which any Lender operates (excluding, for
the avoidance of doubt, the effect of and phasing in of capital requirements or
other regulations or guidelines passed prior to the date of this Agreement), or
any interpretation or application thereof by any governmental authority charged
with the interpretation or application thereof, or the compliance of such Lender
therewith, shall:

                           (i)      (I) subject such Lender to any United States
                  taxes with respect to this Agreement (other than (a) any tax
                  based on or measured by net income or otherwise in the nature
                  of a net income tax, including, without limitation, any
                  franchise tax or any similar tax based on capital, net worth
                  or comparable basis for measurement and (b) any tax collected
                  by a withholding on payments and which neither is computed by
                  reference to the net income of the payee nor is in the nature
                  of an advance collection of a tax based on or measured by the
                  net income of the payee) or (2) change the basis of taxation
                  of payments to such Lender of principal, fees, interest or any
                  other amount payable hereunder or under any Loan Documents
                  (other than in respect of ( a) any tax based on or measured by
                  net income or otherwise in the nature of a net income tax,
                  including, without limitation, any franchise tax or any
                  similar tax based on capital, net worth or comparable basis
                  for measurement and (b) any tax collected by a withholding on
                  payments and which neither is computed by reference to the net
                  income of the payee nor is in the nature of an advance
                  collection of a tax based on or measured by the net income of
                  the payee; provided, that in either case the Lender shall have
                  complied with the requirements of Section 2.12.2 to the extent
                  applicable to such Lender);

                           (ii)     impose, modify or hold applicable any
                  reserve (except any reserve taken into account in the
                  determination of the applicable LIBOR), special deposit,
                  assessment or similar requirement against assets held by, or
                  deposits in or for the account of, advances or loans by, or
                  other credit extended by, any office of such Lender, including
                  (without limitation) pursuant to Regulation D of the Board of
                  Governors of the Federal Reserve System; or

                           (iii)    impose on such Lender or the London
                  interbank market any other condition with respect to any Loan
                  Document;

and the result of any of the foregoing is to increase the cost to such Lender of
making, renewing or maintaining Loans hereunder or the result of any of the
foregoing is to reduce the rate of return on such Lender's capital as a
consequence of its obligations hereunder, or the result of any

                                       24
<PAGE>

of the foregoing is to reduce the amount of any payment (whether of principal,
interest or otherwise) in respect of any of the Loans, then, in any such case,
Borrowers shall jointly and severally pay such Lender, upon demand and
certification not later than sixty (60) days following its receipt of notice of
the imposition of such increased costs, such additional amount as will
compensate such Lender for such additional cost or such reduction, as the case
may be, to the extent such Lender has not otherwise been compensated, with
respect to a particular Loan, for such increased cost as a result of an increase
in the Base Rate or the LIBOR. An officer of the applicable Lender shall
reasonably determine the amount of such additional cost or reduced amount using
reasonable averaging and attribution methods and shall certify the amount of
such additional cost or reduced amount to Borrowers, which certification shall
include a written explanation of such additional cost or reduction to Borrowers.
Such certification shall be conclusive absent manifest error. If a Lender claims
any additional cost or reduced amount pursuant to this Section 3.8, then such
Lender shall use reasonable efforts (consistent with legal and regulatory
restrictions) to designate a different lending office (and update the Register,
as applicable) or to file any certificate or document reasonably requested by
Borrowers, or take any other action requested by Borrowers that is not
inconsistent with such Lender's internal policies, if the making of such
designation or filing or the taking of such action would avoid the need for, or
reduce the amount of, any such additional cost or reduced amount and would not
in good faith, in the sole reasonable discretion of such Lender, be otherwise
disadvantageous to such Lender.

                  3.9 Basis for Determining Interest Rate Inadequate.

                  In the event that Agent or any Lender shall have determined
that:

                           (i)      reasonable means do not exist for
                  ascertaining the LIBOR for any Interest Period; or

                           (ii)     Dollar deposits in the relevant amount and
                  for the relevant maturity are not available in the London
                  interbank market with respect to a proposed LIBOR Portion, or
                  a proposed conversion of a Base Rate Portion into a LIBOR
                  Portion; then

Agent or such Lender shall give Borrowers prompt written, telephonic or
electronic notice of the determination of such effect. If such notice is given,
(i) any such requested LIBOR Portion shall be made as a Base Rate Portion,
unless Borrowers shall notify Agent no later than 10:00 a.m. (Chicago, Illinois
time) three (3) Business Days prior to the date of such proposed borrowing that
the request for such borrowing shall be canceled or made as an unaffected type
of LIBOR Portion, and (ii) any Base Rate Portion which was to have been
converted to an affected type of LIBOR Portion shall be continued as or
converted into a Base Rate Portion, or, if Borrowers shall notify Agent, no
later than 10:00 a.m. (Chicago, Illinois time) three (3) Business Days prior to
the proposed conversion, shall be maintained as an unaffected type of LIBOR
Portion.

                  3.10 Sharing of Payments, Etc.

                  If any Lender shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) on
account of any Loan made by it in excess of

                                       25
<PAGE>

its ratable share of payments on account of Loans made by all Lenders, such
Lender shall forthwith purchase from each other Lender such participation in
such Loan as shall be necessary to cause such purchasing Lender to share the
excess payment ratably with each other Lender; provided, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lenders the purchase price to the extent of such
recovery, together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. Borrowers agree that any Lender so purchasing
a participation from another Lender pursuant to this Section 3.10 may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-oft) with respect to such participation as fully as if such
Lender were the direct creditor of each Borrower in the amount of such
participation. Notwithstanding anything to the contrary contained herein, all
purchases and repayments to be made under this Section 3.10 shall be made
through Agent.

                  3.11 Optional Prepayment/Replacement of Lenders.

                  If (a) Borrowers are required to pay increased sums to a
particular Lender pursuant to the last sentence of subsection 2.12.1 or Section
3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR
Portions pursuant to subsection 3.1.10 or Section 3.9, ( c) a particular Lender
refuses or fails to execute a waiver of any provision hereof or a consent to any
amendment hereto that has been requested by Borrowers and approved by Majority
Lenders or (d) a particular Lender has exercised its option to refuse to fund
additional Revolving Credit Loans during the existence of a Default or Event of
Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue
funding Revolving Credit Loans notwithstanding the existence of such Default or
Event of Default (any such Lender, an "Affected Lender"), Borrowers may obtain,
at Borrowers' expense, a replacement Lender ("Replacement Lender") for such
Affected Lender, which Replacement Lender shall be reasonably satisfactory to
Agent. In the event Borrowers obtain a Replacement Lender that will refinance
all outstanding Obligations owed to such Affected Lender and assume its entire
Revolving Loan Commitment hereunder within one hundred twenty (120) days
following notice of Borrowers' intention to do so, the Affected Lender shall
sell and assign all of its rights and delegate all of its obligations under this
Agreement to such Replacement Lender in accordance with the provisions of
subsection 11.9.1, provided that Borrowers have reimbursed such Affected Lender
for (1) any fees owing by such Affected Lender under subsection 11.9.1 and (2)
the amount of fees and expenses as to which such Affected Lender is entitled to
reimbursement by Borrowers hereunder through the date of such sale and
assignment.

                        SECTION 4. TERM AND TERMINATION

                  4.1 Term of Agreement.

                  Subject to the right of Lenders to cease making Loans to
Borrowers during the continuance of any Default or Event of Default, this
Agreement shall be in effect for a period of 5 years from the date hereof,
through and including October 8, 2008 (the "Term"), unless terminated as
provided in Section 4.2 hereof.

                                       26

<PAGE>

                  4.2 Termination.

                  4.2.1 Termination by Lenders.

                  Agent may, and at the direction of Majority Lenders shall,
         terminate this Agreement upon notice during the continuance of an Event
         of Default.

                  4.2.2 Termination by Borrowers.

                  Upon at least 10 days prior written notice to Agent and
         Lenders, Borrowers may, at their option, terminate this Agreement;
         provided, however, no such termination shall be effective until
         Borrowers have paid or collateralized to Agent's reasonable
         satisfaction all of the Obligations (other than unasserted contingent
         indemnity obligations) in immediately available funds, all Letters of
         Credit and LC Guaranties have expired, terminated or have been cash
         collateralized (in an amount equal to 105% of the LC Amount) to Agent's
         reasonable satisfaction and Borrowers have complied with subsection
         3.2.5. Without limiting Borrowers' right to reduce the amount of the
         Revolving Loan Commitments pursuant to subsection 3.3.6, Borrowers may
         elect to terminate this Agreement in its entirety only. No section of
         this Agreement or type of Loan available hereunder may be terminated
         singly.

                  4.2.3 Effect of Termination.

                  All of the Obligations shall be immediately due and payable
         upon the termination date stated in any notice of termination of this
         Agreement. All undertakings, agreements, covenants, warranties and
         representations of Borrowers contained in the Loan Documents shall
         survive any such termination and Agent shall retain its Liens in the
         Collateral and Agent and each Lender shall retain all of its rights and
         remedies under the Loan Documents notwithstanding such termination
         until Borrowers have paid or collateralized to Agent's reasonable
         satisfaction all of the Obligations (other than unasserted contingent
         indemnity obligations) in immediately available funds, all Letters of
         Credit and LC Guaranties have expired, terminated or have been cash
         collateralized (in an amount equal to 105% of the LC Amount) to Agent's
         reasonable satisfaction and Borrowers have complied with subsection
         3.2.5; and, upon such payments and other events having occurred,
         Agent's Liens on the Collateral shall terminate (other than Collateral
         specifically retained to collateralize outstanding Obligations) and
         Agent shall, at the expense of Borrowers, execute and deliver any and
         all termination statements, releases and other documents reasonably
         requested by Borrowers to evidence such termination. Notwithstanding
         the foregoing, Agent shall not be required to terminate its Liens in
         the Collateral unless, solely to the extent necessary to protect
         against any loss or damage Agent may incur as a result of dishonored
         checks or other returned items of payment received by Agent from any
         Borrower or any Account Debtor and applied to the Obligations, Agent
         shall, at its option, (i) have received a written agreement reasonably
         satisfactory to Agent, executed by Borrowers and by any Person whose
         loans or other advances to any Borrower are used in whole or in part to
         satisfy the Obligations, indemnifying Agent and each Lender from any
         such loss or damage or (ii) have retained cash Collateral or other
         Collateral for such period of time as Agent, in its reasonable
         discretion, may deem necessary to protect Agent and each Lender from
         any such loss or damage.

                                       27
<PAGE>

                         SECTION 5. SECURITY INTERESTS

                  5.1 Security Interest in Collateral.

                  To secure the prompt payment and performance to Agent and each
Lender of the Obligations, each Borrower hereby grants to Agent for the benefit
of itself and each Lender a continuing Lien upon all of such Borrower's assets,
including all of the following Property and interests in Property of such
Borrower, whether now owned or existing or hereafter created, acquired or
arising and wheresoever located:

                           (i)      Accounts;

                           (ii)     Certificated Securities;

                           (iii)    Chattel Paper;

                           (iv)     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;

                           (v)      Contract Rights;

                           (vi)     Deposit Accounts;

                           (vii)    Documents;

                           (viii)   Equipment;

                           (ix)     Financial Assets;

                           (x)      Fixtures;

                           (xi)     General Intangibles, including Payment
                  Intangibles and Software;

                           (xii)    Goods (including all of its Equipment,
                  Fixtures and Inventory), and all accessions, additions,
                  attachments, improvements, substitutions and replacements
                  thereto and therefor;

                           (xiii)   Instruments;

                           (xiv)    Intellectual Property;

                           (xv)     Inventory;

                           (xvi)    Investment Property;

                           (xvii)   money (of every jurisdiction whatsoever);

                                       28
<PAGE>

                           (xviii)  Letter-of-Credit Rights;

                           (xix)    Payment Intangibles;

                           (xx)     Security Entitlements;

                           (xxi)    Software;

                           (xxii)   Supporting Obligations;

                           (xxiii)  Uncertificated Securities; and

                           (xxiv)   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 a Lien therein, (i) Agent will not
enforce its Lien in the applicable Borrower'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 5.1
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 Agent, such
Borrower will in good faith use reasonable efforts to obtain consent
for the creation of a Lien in favor of Agent (and to Agent's enforcement of such
Lien) in any lease, license, contract, permit, Document or Instrument that
prohibits any assignment thereof or the grant of a 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.

                  5.2 Other Collateral.

                  5.2.1 Commercial Tort Claims. The applicable Borrower shall
         promptly notify Agent in writing upon having a Commercial Tort Claim
         that arises after the Closing Date against any third party and, upon
         request of Agent, promptly enter into an amendment to this Agreement
         and take such other action reasonably deemed necessary by Agent to give
         Agent a security interest in any such Commercial Tort Claim. Each
         Borrower represents and warrants that as of the date of this Agreement,
         to its knowledge, it does not have any Commercial Tort Claims.

                  5.2.2 Other Collateral. The applicable Borrower shall promptly
         notify Agent in writing upon acquiring or otherwise obtaining any
         Collateral after the date hereof consisting of Deposit Accounts,
         Investment Property or Letter-of-Credit Rights in (or

                                       29
<PAGE>

         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 Agent, promptly execute such other documents, and do
         such other acts or things deemed appropriate by Agent to deliver to
         Agent control with respect to such Collateral; promptly notify Agent in
         writing upon acquiring or otherwise obtaining any Collateral after the
         date hereof consisting of Documents or Instruments in (or relating to)
         an amount in excess of $250,000 and, upon the request of Agent, will
         promptly execute such other documents, and take such other action
         deemed appropriate by Agent to deliver to 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 Agent; and with respect to 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 Agent.

                  5.3 Lien Perfection; Further Assurances.

                  Each Borrower shall execute such instruments, assignments or
documents as are necessary to perfect 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 Agent's Lien upon the Collateral. Unless prohibited by
applicable law, each Borrower hereby authorizes Agent to execute and file any
such financing statement, including, without limitation, financing statements
that indicate the Collateral (i) as all assets of such Borrower 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 5.1, on such Borrower's behalf. Each
Borrower also hereby ratifies its authorization for 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 Agent's request, each
Borrower shall also promptly execute or cause to be executed and shall deliver
to Agent any and all documents, instruments and agreements reasonably deemed
necessary by Agent to give effect to or carry out the terms of the Loan
Documents.

                  5.4 Lien on Realty.

                  The due and punctual payment and performance of the
Obligations shall also be secured by the Lien created by Mortgages upon all real
Property of each Borrower now or hereafter owned (it being agreed and understood
that Belcher will not execute and deliver a Mortgage with respect to the Belcher
Parcel unless and until it has title to the Belcher Parcel sufficient to allow
Belcher to provide such a Mortgage). Each Mortgage shall be executed by the
applicable Borrower in favor of Agent. Each Mortgage shall be duly recorded, at
Borrowers' joint and several expense, in each office where such recording is
required to constitute a fully perfected first Lien on the real Property covered
thereby. If so requested by Agent or Majority Lenders, the applicable Borrower
shall deliver to Agent, at Borrowers' joint and several expense, mortgagee title
insurance policies issued by a title insurance company that is selected by
Borrowers and reasonably satisfactory to Agent, which policies shall be in form
and substance reasonably satisfactory to Agent and shall insure a valid first
Lien in favor of Agent, for the benefit of itself and the Lenders, on the
Property covered by each Mortgage (other than with

                                       30
<PAGE>

respect to the Belcher Parcel, the Ashland Parcel and the real Property of
Neenah located at 500 Winneconne Avenue in Neenah, Wisconsin), subject only to
those exceptions reasonably acceptable to Agent and its counsel. The applicable
Borrower shall deliver to Agent such other documents, including, without
limitation, as-built survey prints of the real Property, as Agent and its
counsel may reasonably request relating to the real Property subject to the
Mortgages, other than with respect to the Belcher Parcel, the Ashland Parcel and
the real Property of Neenah located at 500 Winneconne Avenue in Neenah,
Wisconsin.

                      SECTION 6. COLLATERAL ADMINISTRATION

                  6.1 General.

                  6.1.1 Location of Collateral. All Collateral, other than Goods
         in transit, motor vehicles, Goods (other than Eligible Inventory) 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, will at all times be kept by a
         Borrower or one of its Subsidiaries, or a bailee, distributor,
         consignee, warehousemen or similar party of a Borrower or one of its
         Subsidiaries, at one or more of the business locations set forth in
         Exhibit 6.1.1 hereto, as updated by Borrowers providing prior written
         notice to Agent of any new location.

                  6.1.2 Insurance of Collateral. Borrowers shall maintain and
         pay for insurance upon all Collateral wherever located and with respect
         to the business of each Borrower and each of its Subsidiaries, covering
         casualty, hazard, public liability, workers' compensation, business
         interruption and such other risks in such amounts and with such
         insurance companies as are reasonably satisfactory to Agent. Borrowers
         shall deliver certified copies of such policies to Agent as promptly as
         practicable, with satisfactory lender's loss payable endorsements,
         naming Agent (on behalf of the Lenders) 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 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 Agent in the
         event of cancellation of the policy for nonpayment of premium and not
         less than 30 days' prior written notice to Agent in the event of
         cancellation of the policy for any other reason whatsoever and a clause
         specifying that the interest of Agent shall not be impaired or
         invalidated by any act or neglect of any Borrower, any of its
         Subsidiaries or the owner of the Property or by the occupation of the
         premises for purposes more hazardous than are permitted by said policy.
         Borrowers agree to deliver to Agent, promptly as rendered, true copies
         of all reports made in any reporting forms to insurance companies. At
         any time when a Dominion Period is in effect, all net proceeds of
         business interruption insurance (if any) of each Borrower and its
         Subsidiaries shall be remitted to Agent for application to the
         outstanding balance of the Revolving Credit Loans (subject to the third
         sentence of subsection 3.4.1).

                                       31
<PAGE>

                  By its execution of this Agreement, Agent acknowledges that,
         as of the date hereof, the insurance coverages of Borrowers and its
         Subsidiaries and the insurance companies providing such coverages are
         satisfactory to Agent in its reasonable judgment.

                  Unless Borrowers provide Agent with evidence of the insurance
         coverage required by this Agreement, Agent may purchase insurance at
         Borrowers' joint and several expense to protect Agent's interests in
         the Properties of each Borrower and its Subsidiaries. This insurance
         may, but need not, protect the interests of each Borrower and its
         Subsidiaries. The coverage that Agent purchases may not pay any claim
         that a Borrower or any Subsidiary of such Borrower makes or any claim
         that is made against a Borrower or any such Subsidiary in connection
         with said Property. Borrowers may later cancel any insurance purchased
         by Agent, but only after providing Agent with evidence that Borrowers
         and their Subsidiaries have obtained insurance as required by this
         Agreement If Agent purchases insurance, Borrowers will be jointly and
         severally responsible for the costs of that insurance, including
         interest and any other charges Agent may impose in connection with the
         placement of insurance, until the effective date of the cancellation or
         expiration of the insurance. The costs of the insurance may be added to
         the Obligations. The costs of the insurance may be more than the cost
         of insurance that Borrowers and the Subsidiaries may be able to obtain
         on their own.

                  6.1.3 Protection of Collateral. Neither Agent nor any Lender
         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 Agent's or any
         Lender'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 Borrowers'
         sole risk.

                  6.2 Administration of Accounts.

                  6.2.1 Records, Schedules and Assignments of Accounts. Each
         Borrower shall keep accurate and complete records in all material
         respects of its Accounts and all payments and collections thereon and
         shall submit to Agent on such periodic basis as Agent shall reasonably
         request a sales and collections report for the preceding period, in
         form consistent with the reports currently prepared by such Borrower
         with respect to such information. Concurrently with the delivery of
         each Borrowing Base Certificate described in subsection 8.1.4, or more
         frequently as reasonably requested by Agent, from and after the date
         hereof, each Borrower shall deliver to Agent a detailed aged trial
         balance of all of its Accounts, specifying the names, addresses, face
         values, dates of invoices and due dates for each Account Debtor
         obligated on an Account so listed ("Schedule of Accounts"), and upon
         Agent's request therefor, copies of proof of delivery and the original
         copy of all documents, including, without limitation, repayment
         histories and present status reports relating to the Accounts so
         scheduled and such other matters and information relating to the status
         of then existing Accounts as Agent shall reasonably request. During the
         continuance of an Event of Default, if requested by Agent, each
         Borrower shall execute and deliver to Agent formal written assignments
         of all of its Accounts weekly, which shall include all Accounts that
         have been created since the date

                                       32
<PAGE>

         of the last assignment, together with copies of invoices or invoice
         registers related thereto.

                  6.2.2 Discounts, Allowances, Disputes. If a Borrower grants
         any discounts, allowances or credits that are not shown on the face of
         the invoice for the Account involved, such Borrower shall report such
         discounts, allowances or credits, as the case may be, to Agent as part
         of the next required Schedule of Accounts.

                  6.2.3 Account Verification. Any of Agent's officers, employees
         or agents shall have the right, at any time or times hereafter, in the
         name of Agent, any designee of Agent or a Borrower, to verify the
         validity and amount of any Accounts by mail, telephone, electronic
         communication or otherwise; provided, that Agent shall conduct Account
         verifications with appropriate discretion in accordance with its
         customary practices and procedures solely to verify the validity and
         amounts of Accounts and, so long as no Event of Default has occurred
         and is continuing, (a) Agent shall provide Borrowers with at least 1
         Business Day's prior notice that Agent will be conducting Account
         verifications pursuant to this subsection 6.2.3 (it being understood
         that Agent shall have no duty to identify any of the specific Account
         Debtors to be contacted by Agent in connection therewith) and (b) Agent
         shall afford Borrowers the opportunity to have an observational role
         with respect to any Account verifications conducted pursuant to this
         subsection 6.2.3 (it being understood that Borrowers shall have no
         right to be an active participant with respect to any such Account
         verifications). Each Borrower shall cooperate with all reasonable
         requests of Agent in an effort to facilitate and promptly conclude any
         such verification process.

                  6.2.4 Maintenance of Dominion Account. Each Borrower shall
         maintain a Dominion Account or Accounts pursuant to lockbox and blocked
         account arrangements acceptable to Agent with such banks as may be
         selected by such Borrower and be acceptable to Agent. Each Borrower
         shall issue to any such banks an irrevocable letter of instruction
         directing such banks to deposit all payments or other remittances
         received in the lockbox and blocked accounts to the Dominion Account.
         Each Borrower shall obtain the agreement by the applicable banks in
         favor of Agent to waive any recoupment, setoff rights, and any security
         interest in, or against, the funds so deposited. All funds deposited in
         the Dominion Account shall be available to Borrowers at their
         discretion unless a Dominion Period is in effect. If a Dominion Period
         (including, without limitation, the Initial Dominion Period) is in
         effect, all funds in the Dominion Account shall (i) immediately become
         the property of Agent, for the ratable benefit of Lenders and (ii) be
         applied on account of the Obligations as provided in subsection 3.2.1.
         If a Dominion Event occurs at any time after the Initial Dominion
         Period, Agent may, and at the direction of Majority Lenders Agent
         shall, send the appropriate notice to Borrowers to commence a new
         Dominion Period.

                  6.2.5 Collection of Accounts, Proceeds of Collateral. Each
         Borrower agrees that all invoices rendered and other requests made by
         such Borrower for payment in respect of Accounts shall contain a
         written statement directing payment in respect of such Accounts to be
         paid to a lockbox or a blocked account established pursuant to
         subsection 6.2.4. To expedite collection, each Borrower shall endeavor
         in the first instance to make

                                       33
<PAGE>

         collection of its Accounts for Agent in a manner that is consistent
         with the ordinary course of its business. All remittances received by
         each Borrower on account of Accounts, together with the proceeds of any
         other Collateral, shall be immediately deposited in kind in the
         Dominion Account and shall, at any time when a Dominion Period is in
         effect, be held by such Borrower until such deposit has occurred as
         trustee of an express trust on behalf of Agent (for its benefit and the
         benefit of the Lenders). Agent retains the right at all times after the
         occurrence and during the continuance of an Event of Default to notify
         Account Debtors that each Borrower's Accounts have been assigned to
         Agent and to collect each Borrower's Accounts directly in its own name,
         or in the name of Agent's agent, and to charge the collection costs and
         expenses, including attorneys' fees, jointly and severally to
         Borrowers.

                  6.2.6 Taxes. If an Account includes a charge for any tax
         payable to any governmental taxing authority, Agent is authorized, in
         its sole discretion, to pay the amount thereof to the proper taxing
         authority for the account of any Borrower and to charge that Borrower
         for such tax, except for taxes that (i) are being actively contested in
         good faith and by appropriate proceedings and for which the applicable
         Borrower maintains reasonable reserves on its books and (ii) would not
         reasonably be expected to result in any Lien other than a Permitted
         Lien. In no event shall Agent or any Lender be liable for any taxes of
         any Borrower due and payable to any governmental taxing authority.

                  6.3 Administration of Inventory.

                  Each Borrower shall keep records of its Inventory which
records shall be complete and accurate in all material respects. Each Borrower
shall furnish to Agent Inventory reports concurrently with the delivery of each
Borrowing Base Certificate described in subsection 8.1.4 or more frequently as
reasonably requested by Agent, which reports will be in such other format and
detail as Agent shall reasonably request and shall include a current list of all
locations of such Borrower's Inventory. Each Borrower shall conduct a physical
inventory no less frequently than annually and shall provide to Agent a report
based on each such physical inventory promptly thereafter, together with such
supporting information as Agent shall reasonably request.

                  6.4 Administration of Equipment.

                  Each Borrower shall keep records of its Equipment which shall
be complete and accurate in all material respects itemizing and describing the
kind, type, quality, quantity and book value of its Equipment and all
dispositions made in accordance with subsection 8.2.9 hereof, and each Borrower
shall, and shall cause each of its Subsidiaries to, furnish Agent with a current
schedule containing the foregoing information on at least an annual basis and
more often during the continuance of an Event of Default if reasonably requested
by Agent. Promptly after the request therefor by Agent, each Borrower shall
deliver to Agent any and all evidence of ownership, if any, of any of its
Equipment.

                                       34
<PAGE>

                  6.5 Payment of Charges.

                  All amounts chargeable to any Borrower under Section 6 hereof
shall be Obligations secured by all of the Collateral, shall be payable on
demand and shall bear interest from the date such advance was made until paid in
full at the rate applicable to Base Rate Revolving Portions from time to time.

                   SECTION 7. REPRESENTATIONS AND WARRANTIES

                  7.1 General Representations and Warranties.

                  To induce Agent and each Lender to enter into this Agreement
and to make advances hereunder, each Borrower warrants, represents and covenants
to Agent and each Lender that:

                  7.1.1 Qualification. Each Borrower and each of its
         Subsidiaries is a corporation, limited partnership or limited liability
         company duly organized, validly existing and in good standing under the
         laws of the jurisdiction of its incorporation or organization. Each
         Borrower and each of its Subsidiaries is duly qualified and is
         authorized to do business and is in good standing as a foreign limited
         liability company, limited partnership or corporation, as applicable,
         in (a) as of the date hereof, each state or jurisdiction listed on
         Exhibit 7.1.1 hereto and (b) all states and jurisdictions in which the
         failure of such Borrower or any of its Subsidiaries to be so qualified
         would reasonably be expected to have a Material Adverse Effect.

                  7.1.2 Power and Authority. Each Borrower and each of its
         Subsidiaries is duly authorized and empowered to enter into, execute,
         deliver and perform this Agreement and each of the other Loan Documents
         to which it is a party. The execution, delivery and performance of this
         Agreement and each of the other Loan Documents have been duly
         authorized by all necessary corporate or other relevant action and do
         not and will not (i) require any consent or approval of the
         shareholders of such Borrower or any of the shareholders, partners or
         members, as the case may be, of any Subsidiary of such Borrower; (ii)
         contravene such Borrower's or any of its Subsidiaries' charter,
         articles or certificate of incorporation, partnership agreement,
         certificate of formation, by-laws, limited liability agreement,
         operating agreement or other organizational documents (as the case may
         be); (iii) violate, or cause such Borrower or any of its Subsidiaries
         to be in default under, any provision of any law, rule, regulation,
         order, writ, judgment, injunction, decree, determination or award in
         effect having applicability to such Borrower or any of its
         Subsidiaries, the violation of which would reasonably be expected to
         have a Material Adverse Effect; (iv) result in a breach of or
         constitute a default under any indenture or loan or credit agreement or
         any other agreement, lease or instrument to which such Borrower or any
         of its Subsidiaries is a party or by which it or its Property may be
         bound or affected, the breach of or default under which could
         reasonably be expected to have a Material Adverse Effect; or (v) result
         in, or require, the creation or imposition of any Lien (other than
         Permitted Liens) upon or with respect to any of the Property now owned
         or hereafter acquired by such Borrower or any of its Subsidiaries.

                                       35
<PAGE>

                  7.1.3 Legally Enforceable Agreement. This Agreement is, and
         each of the other Loan Documents when delivered under this Agreement
         will be, a legal, valid and binding obligation of each Borrower and
         each of its Subsidiaries party thereto, enforceable against it in
         accordance with its respective terms, subject to the effects of
         applicable bankruptcy, insolvency, moratorium, reorganization or
         similar laws affecting creditors' rights generally and equitable
         principles of general applicability (regardless of whether such
         enforceability is considered in a proceeding at law or in equity).

                  7.1.4 Capital Structure. Exhibit 7.1.4 hereto states, as of
         the date hereof, (i) the correct name of each of the Subsidiaries of
         each Borrower, its jurisdiction of incorporation or organization and
         the percentage of its Voting Stock owned by such Borrower, (ii) the
         name of each Borrower's and each of its Subsidiaries' corporate or
         joint venture relationships and the nature of the relationship, (iii)
         the number, nature and holder of all outstanding Securities of each
         Borrower and the holder of Securities of each Subsidiary of such
         Borrower and (iv) the number of authorized, issued and treasury
         Securities of each Borrower. Each Borrower has good title to all of the
         Securities it purports to own of each of such Subsidiaries, free and
         clear in each case of any Lien other than Permitted Liens. All such
         Securities have been duly issued and are fully paid and non-assessable.
         As of the date hereof, there are no outstanding options to purchase, or
         any rights or warrants to subscribe for, or any commitments or
         agreements to issue or sell any Securities or obligations convertible
         into, or any powers of attorney relating to any Securities of any
         Borrower or any of its Subsidiaries. Except as set forth on Exhibit
         7.1.4, as of the date hereof, there are no outstanding agreements or
         instruments binding upon any of any Borrower's or any of its
         Subsidiaries' partners, members or shareholders, as the case may be,
         relating to the ownership of its Securities.

                  7.1.5 Names; Organization. As of the date hereof, within the
         last five years neither any Borrower nor any of its Subsidiaries has
         been known as or has used any legal, fictitious or trade names except
         those listed on Exhibit 7.1.5 hereto. Except as set forth on Exhibit
         7.1.5, during the last 5 years neither any Borrower nor any of its
         Subsidiaries has been the surviving entity of a merger or consolidation
         or has acquired all or substantially all of the assets of any Person.
         As of the date hereof, each Borrower's and each of its Subsidiaries'
         state(s) of incorporation or organization, Type of Organization and
         Organizational I.D. Number is set forth on Exhibit 7.1.5. As of the
         date hereof, the exact legal name of each Borrower and each of its
         Subsidiaries is set forth on Exhibit 7.1.5.

                  7.1.6 Business Locations; Agent for Process. Each Borrower's
         and each of its Subsidiary's chief executive office, location of books
         and records and other places of business are as listed on Exhibit 6.1.1
         hereto, as updated from time to time by Borrowers in accordance with
         the provisions of subsection 6.1.1. During the preceding six-month
         period, neither any Borrower nor any of its Subsidiaries has had a
         principal place of business, chief executive office or location of
         tangible Collateral (except for miscellaneous immaterial items of
         Collateral not having a value that exceeds $250,000 in the aggregate),
         other than as listed on Exhibit 6.1.1. All tangible Collateral is kept
         by a Borrower and its Subsidiaries in accordance with subsection 6.1.1.
         Except for miscellaneous immaterial items of Collateral not having a
         value that exceeds $250,000 in

                                       36
<PAGE>

         the aggregate or as shown on Exhibit 6.1.1, as of the date hereof, no
         Inventory is stored with a bailee, distributor, warehouseman or similar
         party, nor is any Inventory consigned to any Person.

                  7.1.7 Title to Properties: Priority of Liens. Each Borrower
         and each of its Subsidiaries has good, indefeasible and marketable
         title to and fee simple ownership of, or, to the extent relating to the
         leased location at 135 Church Street in Wheatland, Pennsylvania or at
         any leased property that involves rental payments exceeding $50,000 in
         the aggregate per fiscal year, valid leasehold interests in, all of its
         real Property, and good title to all of the Collateral and all of its
         other Property, in each case, free and clear of all Liens except
         Permitted Liens. Each Borrower and each of its Subsidiaries has paid or
         discharged all lawful claims that are due and payable which, if unpaid,
         would reasonably be expected to become a Lien against any of such
         Borrower's or such Subsidiary's Properties that is not a Permitted
         Lien. The Liens granted to Agent under Section 5 hereof are first
         priority Liens, subject only to Permitted Liens.

                  7.1.8 Accounts. Agent may rely, in determining which Accounts
         are Eligible Accounts, on all statements and representations made by
         each Borrower with respect to any Account or Accounts. With respect to
         each of each Borrower's Eligible Accounts, unless otherwise disclosed
         to Agent in writing:

                           (i)      It is genuine and in all respects what it
                  purports to be, and it is not evidenced by a judgment;

                           (ii) It arises out of a completed, bona fide sale and
                  delivery of goods or rendition of services by such Borrower,
                  in the ordinary course of its business and in accordance with
                  the material terms and conditions of all purchase orders,
                  contracts or other documents relating thereto and forming a
                  part of the contract between such Borrower and the Account
                  Debtor;

                           (iii)    It is for a liquidated amount maturing as
                  stated in the duplicate invoice covering such sale or
                  rendition of services, a copy of which has been furnished or
                  is available to Agent;

                           (iv)     There are no facts, events or occurrences
                  which in any material way impair the validity or
                  enforceability of any Eligible Accounts or tend to reduce the
                  amount payable thereunder from the face amount of the invoice
                  and statements delivered or made available to Agent with
                  respect thereto;

                           (v)      To the best of such Borrower's knowledge,
                  the Account Debtor thereunder (1) had the capacity to contract
                  at the time any contract or other document giving rise to the
                  Eligible Account was executed and (2) such Account Debtor is
                  Solvent; and

                           (vi)     To the best of such Borrower's knowledge,
                  there are no proceedings or actions which are threatened or
                  pending against the Account Debtor thereunder which would
                  reasonably be expected to result in any material

                                       37
<PAGE>

                  adverse change in such Account Debtor's financial condition or
                  the collectibility of such Account.

                  7.1.9 [INTENTIONALLY OMITTED].

                  7.1.10 Financial Statements; Fiscal Year. The Consolidated and
         consolidating balance sheets of Borrowers and Borrowers' Subsidiaries
         (including the accounts of all Subsidiaries of Borrowers and their
         respective Subsidiaries for the respective periods during which a
         Subsidiary relationship existed) as of April 30, 2003, and the related
         statements of income, changes in shareholder's equity, and changes in
         financial position for the period ended on such date, have been
         prepared in accordance with GAAP, and present fairly in all material
         respects the financial positions of Borrowers and such Subsidiaries,
         taken as a whole, at such date and the results of Borrowers' and such
         Subsidiaries' operations, taken as a whole, for such period. As of the
         date hereof, since April 30, 2003, there has been no material adverse
         change in the financial position of Borrowers and such Subsidiaries,
         taken as a whole, as reflected in the balance sheets as of such date,
         it being understood that (i) changes, events of effects primarily
         attributable to (a) the bankruptcy filing of the Chapter 11 Debtors or
         (b) the public announcement of such filing or the transactions
         contemplated thereby, and (ii) changes or events affecting general
         economic conditions, but not otherwise materially and adversely
         affecting the business, assets or financial condition of Borrowers' and
         Borrowers' Subsidiaries, shall not be considered material adverse
         changes for purposes of the foregoing. As of the date hereof, the
         fiscal year of Parent and each of its Subsidiaries ends on September 30
         of each year.

                  7.1.11 Full Disclosure. The financial statements referred to
         in subsection 7.1.10 hereof do not, nor does this Agreement, the Plan
         of Reorganization, the Disclosure Statement, or any other written
         statement of any Borrower to Agent or any Lender contain any untrue
         statement of a material fact or omit a material fact necessary to make
         the statements contained therein or herein not misleading in light of
         the circumstances in which they were made. To the best of Borrowers'
         knowledge after reasonable inquiry, there is no fact which any Borrower
         has failed to disclose to Agent or any Lender in writing which would
         reasonably be expected to have a Material Adverse Effect.

                  7.1.12 Solvent Financial Condition. After giving effect to the
         initial Loans to be made and the initial Letters of Credit and LC
         Guaranties to be issued hereunder, the issuance of the Secured Bonds
         and the Subordinated Bonds and the consummation of the other
         transactions contemplated hereby, each of Ultimate Parent, Parent,
         Borrowers and the Subsidiaries of Borrowers will be Solvent on a
         consolidated basis (after giving effect to all rights of contribution
         and the like).

                  7.1.13 Surety Obligations. Except as set forth on Exhibit
         7.1.13, as of the date hereof, neither any Borrower nor any of its
         Subsidiaries is obligated as surety or indenmitor under any surety or
         similar bond or other contract issued for the benefit of any Person
         (including without limitation a Borrower or a Subsidiary of a Borrower)
         that in any case involves an amount exceeding $50,000, or has issued or
         entered into any agreement to assure payment, performance or completion
         of performance of any

                                       38
<PAGE>

         undertaking or obligation of any Person (including, without limitation,
         a Borrower or a Subsidiary of a Borrower) that in any case involves an
         amount exceeding $50,000, except as otherwise expressly permitted
         hereunder.

                  7.1.14 Taxes. Each Borrower and each of its Subsidiaries has
         filed all applicable federal, state and local tax returns and other
         reports relating to taxes it is required by law to file, other than
         such returns and reports where the amounts due and payable as shown do
         not exceed $100,000 individually or $250,000 in the aggregate, and each
         Borrower and each of its Subsidiaries has paid when due and payable, or
         made provision for the payment of when due and payable, all taxes shown
         on its returns and all assessments, fees, levies and other governmental
         charges shown thereon or therein, other than taxes, assessments, fees,
         levies and other governmental charges that do not exceed $100,000
         individually or $250,000 in the aggregate, unless and to the extent any
         thereof are being actively contested in good faith and by appropriate
         proceedings and each Borrower and each of its Subsidiaries maintains
         reasonable reserves on its books therefor. The provision for taxes on
         the books of each Borrower and its Subsidiaries is adequate for the
         current fiscal year.

                  7.1.15 Brokers. Except as shown on Exhibit 7.1.15 hereto,
         there are no claims for brokerage commissions, finder's fees or
         investment banking fees payable by any Borrower or any of its
         Subsidiaries in connection with the transactions contemplated by this
         Agreement, including, without limitation, the issuance of the Secured
         Bonds and the Subordinated Bonds.

                  7.1.16 Patents, Trademarks, Copyrights and Licenses. Each
         Borrower and each of its Subsidiaries owns, possesses or licenses or
         has the right to use all the patents, trademarks, service marks, trade
         names, copyrights, licenses and other Intellectual Property necessary
         for the present and planned future conduct of its business without any
         known conflict with the rights of others, except for such conflicts as
         could not reasonably be expected to have a Material Adverse Effect. All
         patents, U.S. federally registered trademarks, U.S. federally
         registered service marks, U.S. federally registered trade names, U.S.
         federally registered copyrights, material licenses, and other material
         similar rights owned by a Borrower or a Subsidiary of a Borrower as of
         the date hereof (and not abandoned) are listed on Exhibit 7.1.16
         hereto, as updated from time to time by notice to Agent. As of the date
         hereof, no claim has been asserted to any Borrower or any of its
         Subsidiaries which is currently pending that their use of their
         Intellectual Property or the conduct of their business does or may
         infringe upon the Intellectual Property rights of any third party. To
         the knowledge of each Borrower and except as set forth on Exhibit
         7.1.16 hereto, as of the date hereof, no Person is engaging in any
         activity that infringes in any material respect upon any Borrower's or
         any of its Subsidiaries material Intellectual Property. Except as set
         forth on Exhibit 7.1.16, each Borrower's and each of its Subsidiaries'
         (i) material trademarks, service marks, and copyrights are registered
         with the US. Patent and Trademark Office or in the U.S. Copyright
         Office, as applicable and (ii) neither any Borrower nor any of its
         Subsidiaries has any material license agreements. The consummation and
         performance of the transactions and actions contemplated by this
         Agreement and the other Loan Document, including without limitation,
         the exercise by Agent of any of its rights or remedies under Section
         10, will not result in the termination

                                       39
<PAGE>

         or impairment of any of any Borrower's or any of its Subsidiaries
         ownership or rights relating to its Intellectual Property, except for
         such Intellectual Property rights the loss or impairment of which could
         not reasonably be expected to have a Material Adverse Effect.

                  7.1.17 Governmental Consents. Except as disclosed on Exhibit
         7.1.17, each Borrower and each of its Subsidiaries has, and is in good
         standing with respect to, all governmental consents, approvals,
         licenses, authorizations, permits, certificates, inspections and
         franchises necessary to continue to conduct its business as heretofore
         or proposed to be conducted by it and to own or lease and operate its
         Property as now owned or leased by it, except where the failure to
         obtain, possess or so maintain such rights, consents, approvals,
         licenses, authorizations, permits, certificates, inspections and
         franchises would not reasonably be expected to have a Material Adverse
         Effect.

                  7.1.18 Compliance with Laws. Each Borrower and each of its
         Subsidiaries has duly complied, and its Property, business operations
         and leaseholds are in compliance with, the provisions of all federal,
         state and local laws, rules and regulations applicable to such Borrower
         or such Subsidiary, as applicable, its Property or the conduct of its
         business, except for such non-compliance as would not reasonably be
         expected to have a Material Adverse Effect, and there have been no
         citations, notices or orders of noncompliance issued to any Borrower or
         any of its Subsidiaries under any such law, rule or regulation, except
         where such noncompliance would not reasonably be expected to have a
         Material Adverse Effect or as disclosed on Exhibit 7.1.18. No Inventory
         has been produced in violation of the Fair Labor Standards Act (29
         U.S.C. Section 201 et seq.), as amended.

                  7.1.19 Restrictions. Neither any Borrower nor any of its
         Subsidiaries is a party or subject to any contract or agreement which
         by its terms limits the right or ability of such Borrower or such
         Subsidiary to incur Indebtedness, other than as set forth on Exhibit
         7.1.19 hereto, none of which prohibit the execution of or compliance
         with this Agreement or the other Loan Documents by any Borrower or any
         of its Subsidiaries, as applicable.

                  7.1.20 Litigation. Except as set forth on Exhibit 7.1.20
         hereto, there are no actions, suits, proceedings or investigations
         pending, or to the knowledge of each Borrower, threatened, against or
         affecting any Borrower or any of its Subsidiaries, or the business,
         operations, Property, prospects, profits or condition of any Borrower
         or any of its Subsidiaries which, singly or in the aggregate, would
         reasonably be expected to have a Material Adverse Effect. Neither any
         Borrower nor any of its Subsidiaries is in default with respect to any
         order, writ, injunction, judgment, decree or rule of any court,
         governmental authority or arbitration board or tribunal, which, singly
         or in the aggregate, would reasonably be expected to have a Material
         Adverse Effect, except as disclosed on Exhibit 7.1.20.

                  7.1.21 No Defaults. No event has occurred and no condition
         exists which would, upon or after the execution and delivery of this
         Agreement or any Borrower's performance hereunder, constitute a Default
         or an Event of Default. Neither any Borrower nor any of its
         Subsidiaries is in default in (and no event has occurred and no
         condition exists which constitutes, or which the passage of time or the
         giving of notice or

                                       40
<PAGE>

         both would constitute, a default in) the payment of any Indebtedness to
         any Person in excess of $500,000.

                  7.1.22 Leases. Exhibit 7.1.22 hereto is a complete listing as
         of the date hereof of all capitalized and operating personal property
         leases of each Borrower and its Subsidiaries and all real property
         leases of each Borrower and its Subsidiaries, in each case having
         annual lease payments in excess of $150,000. Each Borrower and each of
         its Subsidiaries is not in breach or default under any of its
         respective capitalized and operating leases, except where the failure
         to so comply would not reasonably be expected to have a Material
         Adverse Effect or except as disclosed on Exhibit 7.1.22.

                  7.1.23 Pension Plans. As of the date hereof, except as
         disclosed on Exhibit 7.1.23 hereto, neither any Borrower nor any of its
         Subsidiaries has any Plan. Each Borrower and each of its Subsidiaries
         is in compliance with the requirements of ERISA with respect to each
         Plan, except where the failure to so comply could not reasonably be
         expected to have a Material Adverse Effect. No fact or situation that
         could reasonably be expected to result in a Material Adverse Effect
         exists in connection with any Plan. Except as disclosed on Exhibit
         7.1.23 hereto, neither any Borrower nor any of its Subsidiaries has any
         withdrawal liability in connection with a Multiemployer Plan.

                  7.1.24 Trade Relations. There exists no actual or, to each
         Borrower's knowledge, threatened termination, cancellation or
         limitation of, or any modification or change in, the business
         relationship between any Borrower or any of its Subsidiaries and any
         customer or any group of customers whose purchases individually or in
         the aggregate are material to the business of such Borrower and its
         Subsidiaries, or with any material supplier, except in each case, where
         the same could not reasonably be expected to have a Material Adverse
         Effect, and there exists no present condition or state of facts or
         circumstances which would prevent any Borrower or any of its
         Subsidiaries from conducting such business after the consummation of
         the transactions contemplated by this Agreement in substantially the
         same manner in which it has heretofore been conducted.

                  7.1.25 Labor Relations. Except as described on Exhibit 7.1.25
         hereto, as of the date hereof, neither any Borrower nor any of its
         Subsidiaries is a party to any collective bargaining agreement. Except
         as described on Exhibit 7.1.25 hereto, there are no material
         grievances, disputes or controversies with any union or any other
         organization of any Borrower's or any of its Subsidiaries' employees,
         or, to the best of Borrowers' knowledge after reasonable inquiry,
         threats of strikes, work stoppages or any asserted pending demands for
         collective bargaining by any union or organization, except those that
         would not reasonably be expected to have a Material Adverse Effect.

                  7.1.26 Plan of Reorganization. Borrowers have delivered to
         Agent a true and correct copy of the Plan of Reorganization (as
         amended) and the Plan of Reorganization delivered has not been amended
         or modified. The Plan of Reorganization has been confirmed pursuant to
         the Confirmation Order, Borrowers have delivered to Agent a true and
         correct copy of the Confirmation Order, the Confirmation Order has not
         been amended or modified, no objections to the Plan of Reorganization
         were raised at the

                                       41
<PAGE>

         confirmation hearing before the Bankruptcy Court at which the
         Confirmation Order was issued, and the Plan of Reorganization has
         become effective in accordance with its terms.

                  7.1.27 Business Activity. As of the date hereof, neither
         Ultimate Parent, Parent nor any Inactive Subsidiary is engaged in any
         active operating business or incurs any Indebtedness other than the
         ownership of the equity interests of Parent (in the case of Ultimate
         Parent) and Neenah (in the case of Parent), the ownership of the
         Belcher Parcel (in the case of Belcher), the ownership of the Ashland
         Parcel (in the case of Dalton - Ashland), the performance of the
         Obligations, the performance of the Indebtedness evidenced by the
         Secured Bonds and the Subordinated Bonds, the guaranty of Indebtedness
         incurred by a Borrower or an active Subsidiary, and the performance of
         its obligations under intercompany agreements and agreements with its
         shareholders that have been disclosed to Agent in writing.

                  7.1.28 MACT Standards. Borrowers have furnished (or have
         caused to be furnished) or made available to Agent all relevant
         material reports and related materials that Borrowers and their
         consultants and advisors have produced in respect of Borrowers'
         implementation of programs for compliance with MACT Standards and the
         potential costs thereof (and such reports comprehensively detail all
         material potential costs associated with Borrowers' implementation of
         such programs for compliance with MACT Standards).

                  7.2 Continuous Nature of Representations and Warranties.

                  Each representation and warranty contained in this Agreement
and the other Loan Documents shall be deemed to have been remade at the time of
each request for a Loan, Letter of Credit or LC Guaranty hereunder and at the
time that any Loan is deemed to have been made under subsection 3.1.1. Each such
request for a Loan, Letter of Credit or LC Guaranty (and the making of any Loan
deemed to have been made under subsection 3.1.1) shall constitute a
representation by Borrowers that such representations and warranties remain
accurate, complete and not misleading at such time, except to the extent that
such representations and warranties relate solely to an earlier date and except
for changes in the nature of a Borrower's or one of such Borrower's Subsidiary's
business or operations that would render the information in any exhibit attached
hereto or to any other Loan Document either inaccurate, incomplete or
misleading, so long as Majority Lenders have consented to such changes, such
changes are expressly permitted by this Agreement, or such changes have been
indicated in an update to an Exhibit that has been made in accordance with
subsection 8.1.12.

                  7.3 Survival of Representations and Warranties.

                  All representations and warranties of each Borrower contained
in this Agreement or any of the other Loan Documents shall survive the
execution, delivery and acceptance thereof by Agent and each Lender and the
parties thereto and the closing of the transactions described therein or related
thereto.

                                       42
<PAGE>
                  SECTION 8. COVENANTS AND CONTINUING AGREEMENTS

                  8.1 Affirmative Covenants.

                  During the Term, and thereafter for so long as there are any
Obligations (other than unasserted contingent indemnity obligations)
outstanding, Borrowers jointly and severally covenant that they shall:

                  8.1.1 Visits and Inspections; Lender Meeting; Permit. (i)
         representatives of Agent, and during the continuation of any Event of
         Default, any Lender, from time to time, as often as may be reasonably
         requested, but only during normal business hours, to visit and inspect
         the Properties of each Borrower and each of its Subsidiaries, inspect,
         audit and make extracts from its books and records, and discuss with
         its officers and its independent accountants, each Borrower's and each
         of its Subsidiaries' business, assets, liabilities, financial
         condition, business prospects and results of operations; provided that
         (a) unless an Event of Default is in existence, Borrowers shall not
         have a reimbursement obligation with respect to more than three such
         visits and inspections during any fiscal year, (b) Neenah shall be
         afforded the reasonable opportunity to be involved in any such
         discussions or communications with such independent accountants and (c)
         Agent and, to the extent applicable, Lenders, shall use their
         respective best efforts not to interfere with the business of any
         Borrower or any Subsidiary of a Borrower in conducting any such visits,
         inspections or discussions and (ii) appraisers engaged pursuant to
         Section 2.10 (whether or not personnel of Agent), from time to time,
         but only during normal business hours, to visit and inspect the
         Properties of each Borrower and each of its Subsidiaries, to the extent
         necessary to complete the appraisals that are specifically provided for
         under Section 2.10. Agent, if no Event of Default then exists, shall
         give the applicable Borrower reasonable prior notice of any such
         inspection or audit. Without limiting the foregoing, Borrowers will
         participate and will cause their key management personnel to
         participate in a meeting with Agent and Lenders once during each fiscal
         year (except that during the continuation of an Event of Default such
         meetings may be held more frequently as requested by Agent or Majority
         Lenders), which meeting(s) shall be held at such times at Neenah's
         principal place of business as may be reasonably requested by Agent. It
         is agreed and understood that so long as no Event of Default has
         occurred and is continuing, a failure by Borrowers to comply with any
         reasonable request made pursuant to the terms of this subsection 8.1.1
         shall not constitute a breach of this subsection 8.1.1 unless such
         failure has continued for more than 1 Business Day.

                  8.1.2 Notices. Promptly notify Agent, any Letter of Credit
         Issuers and Lenders in writing of the occurrence of a Default or an
         Event of Default.

                  8.1.3 Financial Statements. Keep, and cause each of its
         Subsidiaries, Ultimate Parent and Parent to keep, adequate records and
         books of account with respect to its business activities in which
         proper entries are made in accordance with customary accounting
         practices reflecting all its material financial transactions; and cause
         to be prepared and furnished to Agent (with Agent then promptly
         furnishing the same to the Lenders), the following, all to be prepared
         in accordance with GAAP applied on a

                                       43
<PAGE>

consistent basis, unless Parent's certified public accountants concur in any
change therein and such change is disclosed to Agent and is consistent with
GAAP:

                           (i)      not later than 90 days after the close of
                  each fiscal year of Parent, unqualified (except for a
                  qualification for a change in accounting principles with which
                  the accountant concurs) audited financial statements of
                  Parent, Borrowers and Borrowers' Subsidiaries as of the end of
                  such year, on a Consolidated and consolidating basis,
                  certified by a firm of independent certified public
                  accountants of recognized standing selected by Parent but
                  acceptable to Agent and, within a reasonable time thereafter a
                  copy of any management letter issued in connection therewith;

                           (ii)     not later than 30 days after the end of each
                  month hereafter, including the last month of each fiscal year
                  of Parent, unaudited interim financial statements of Parent,
                  Borrowers and Borrowers' Subsidiaries as of the end of such
                  month and of the portion of the fiscal year then elapsed, on a
                  Consolidated and consolidating basis, certified by the chief
                  financial officer of Parent as prepared in accordance with
                  GAAP and fairly presenting in all material respects the
                  financial position and results of operations of Parent,
                  Borrowers and Borrowers' Subsidiaries for such month and
                  period subject only to changes from audit and year-end
                  adjustments and except that such statements need not contain
                  notes;

                           (iii)    together with each delivery of financial
                  statements pursuant to clause (i) of this subsection 8.1.3, a
                  management report (1) setting forth in comparative form the
                  corresponding figures for the corresponding periods of the
                  previous fiscal year and the corresponding figures from the
                  most recent Projections for the current fiscal year delivered
                  pursuant to subsection 8.1.7 and (2) identifying the reasons
                  for any significant variations. The information above shall be
                  presented in reasonable detail and shall be certified by the
                  chief financial officer of Parent to the effect that such
                  information fairly presents in all material respects the
                  financial position and the results of operation of Parent,
                  Borrowers and Borrowers' Subsidiaries as of the dates and for
                  the periods indicated;

                           (iv)     promptly after the sending or filing
                  thereof, as the case may be, copies of any proxy statements,
                  financial statements or reports and copies of any regular,
                  periodic and special reports or registration statements which
                  Ultimate Parent, Parent, any Borrower or any Subsidiary of
                  such Borrower files with the Securities and Exchange
                  Commission or any governmental authority which may be
                  substituted therefor, or any national securities exchange;

                           (v)      upon request of Agent, copies of any annual
                  report to be filed pursuant to ERISA in connection with each
                  Plan; and

                           (vi)     within a reasonably prompt time after
                  request therefor, such other data and information (financial
                  and otherwise) as Agent or any Lender, from time to time, may
                  reasonably request, bearing upon or related to the Collateral
                  or

                                       44
<PAGE>

                  Ultimate Parent's, Parent's, any Borrower's or any of its
                  Subsidiaries' financial position or results of operations.

                  Concurrently with the delivery of the financial statements
         described in paragraph (i) and (ii) (but solely for the last month of
         each fiscal quarter of Borrowers) of this subsection 8.1.3, or more
         frequently if reasonably requested by Agent, Borrowers shall cause to
         be prepared and furnished to Agent a Compliance Certificate in the form
         of Exhibit 8.1.3 hereto executed by the Chief Financial Officer of
         Parent (a "Compliance Certificate") in such Person's capacity as such.

                  8.1.4 Borrowing Base Certificates. On or before the 15th day
         of each month from and after the date hereof, Borrowers shall deliver
         to Agent, in form acceptable to Agent, a Borrowing Base Certificate as
         of the last day of the immediately preceding month, with such
         supporting materials as Agent shall reasonably request which shall
         include, without limitation, a report of Eligible Inventory on a
         category-by-category basis and a location-by-location basis. If
         Borrowers deem it advisable, or if Agent or Majority Lenders so request
         at any time that Availability (as determined by Agent in its reasonable
         credit judgment) is less than $10,000,000, Borrowers shall execute and
         deliver to Agent Borrowing Base Certificates more frequently than
         monthly. Such Borrowing Base Certificates shall reflect all information
         for each Borrower on a Consolidated and consolidating basis.

                  8.1.5 Landlord, Processor and Storage Agreements. Provide
         Agent with copies of all agreements between any Borrower or any of its
         Subsidiaries and any landlord, processor, distributor, warehouseman or
         consignee which owns any premises at which any Collateral having a
         value in excess of $250,000 may, from time to time, be kept.

                  8.1.6 Guarantor Financial Statements. Deliver or cause to be
         delivered to Agent financial statements, if any, for each Guarantor (to
         the extent not consolidated with the financial statements delivered to
         Agent under subsection 8.1.3) in form and substance satisfactory to
         Agent at such intervals and covering such time periods as Agent may
         request.

                  8.1.7 Projections. No later than the last day of each fiscal
         year of Borrowers, deliver to Agent (with Agent then promptly
         furnishing the same to the Lenders) Projections of Parent, Borrowers
         and Borrowers' Subsidiaries for the forthcoming fiscal year, on a
         month-by-month basis and for the remaining portion of the Term, on a
         year-by-year basis (provided, that a Default (but not an Event of
         Default) arising solely due a breach of this subsection 8.1.7 shall not
         be used as a basis by Agent or any Lender to refuse to honor a request
         for a Loan hereunder that otherwise complies with the terms and
         conditions hereof).

                  8.1.8 Subsidiaries. Cause each of its newly created domestic
         Subsidiaries, promptly upon Agent's request therefor, to execute and
         deliver to Agent a Guaranty Agreement and a security agreement pursuant
         to which such domestic Subsidiary guaranties the payment of all
         Obligations and grants to Agent a first priority Lien (subject only to
         Permitted Liens) on all of its Properties (of the types, and subject to
         the

                                       45
<PAGE>

         exclusions, described in Section 5). Additionally, each Borrower and
         Parent shall execute and deliver to Agent a Pledge Agreement pursuant
         to which such Person grants to Agent a first priority Lien (subject
         only to Permitted Liens) with respect to all of the issued and
         outstanding Securities of each Subsidiary of such Person. In connection
         with the foregoing documentation, Borrowers shall also cause Agent to
         be provided with such legal opinions, certificates and corporate
         authority materials that Agent may reasonably request.

                  8.1.9 Deposit and Brokerage Accounts. For each deposit account
         (other than payroll and trust accounts) or brokerage account that any
         Borrower at any time opens or maintains, such Borrower shall, pursuant
         to an agreement in form and substance reasonably satisfactory to Agent,
         cause the depository bank or securities intermediary, as applicable, to
         agree to comply at any time that an Event of Default has occurred and
         is continuing with instructions from Agent to such depository bank or
         securities intermediary, as applicable, directing the disposition of
         funds from time to time credited to such deposit or brokerage account
         to the Dominion Account (with respect to accounts covered by subsection
         6.2.4) or to such other accounts as Agent may direct, without further
         consent of such Borrower.

                  8.1.10 Compliance with Plan of Reorganization. Each Borrower,
         each of its Subsidiaries, Ultimate Parent and Parent shall consummate
         the Plan of Reorganization in accordance with its respective terms.

                  8.1.11 Intercompany Loans. Upon request by Agent from time to
         time, Borrowers shall provide Agent with written statements, with
         reasonable detail, of the current balances of the Intercompany Loans.
         At all times, Borrowers shall cause the Intercompany Loans to be
         evidenced by revolving promissory notes, in form and substance
         reasonably satisfactory to Agent, which notes are assigned to Agent as
         security for the Obligations.

                  8.1.12 Updated Information. Promptly notify Agent in writing
         of (a) each state or jurisdiction in which any Borrower or any
         Subsidiary qualifies to do business after the date hereof, (b) the use
         by any Borrower or any Subsidiary of a legal, fictitious or trade name
         not listed on Exhibit 7.1.5 hereto, (c) any change after the date
         hereof in the tax identification number of any Borrower or any of its
         Subsidiaries, (d) any change after the date hereof in the list of
         surety obligations listed on Exhibit 7.1.13, (e) on a quarterly basis,
         the ownership by any Borrower or any Subsidiary of any registered
         patent, registered trademark, registered service mark, registered trade
         name, registered copyright, material license or other similar material
         rights not listed on Exhibit 7.1.16, (f) the assertion by any Person in
         writing of a claim against any Borrower or any Subsidiary that its use
         of its Intellectual Property or the conduct of its business does or may
         infringe upon the Intellectual Property rights of any third party, (g)
         any change after the date hereof in the list of capitalized and
         operating personal property leases and real property leases of any
         Borrower or any Subsidiary listed on Exhibit 7.1.22 hereto, (h) any
         change after the date hereof in the list of Plans listed on Exhibit
         7.1.23 hereto and (i) any change after the date hereof in the list of
         collective bargaining agreements listed on Exhibit 7.1.25 hereto.

                                       46
<PAGE>

                  8.1.13 Equipment. Keep the Equipment of each Borrower and each
         Subsidiary of a Borrower in good operating condition and repair,
         reasonable wear and tear excepted; prevent any material Equipment of a
         Borrower or a Subsidiary of a Borrower from becoming affixed to any
         real Property leased to such Borrower or such Subsidiary 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 and in form
         reasonably acceptable to Agent; and prevent any material Equipment of a
         Borrower or a Subsidiary of a Borrower 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 Agent.

                  8.1.14 Utilization of Bank. With respect to its primary
         collection and disbursement accounts, consider transferring such
         accounts to Bank if such Borrower determines that it is commercially
         reasonable to do so.

                  8.2 Negative Covenants.

                  During the Term, and thereafter for so long as there are any
Obligations (other than unasserted contingent indemnity obligations)
outstanding, Borrowers jointly and severally covenant that they shall not:

                  8.2.1 Mergers; Consolidations; Acquisitions; Structural
         Changes. Merge or consolidate, or permit any of its Subsidiaries to
         merge or consolidate, with any Person; nor change its or any of its
         Subsidiaries' state of incorporation or organization, Type of
         Organization or Organizational I.D. Number; nor change its or any of
         its Subsidiaries' legal name; nor acquire, nor permit any of its
         Subsidiaries to acquire, all or any substantial part of the Properties
         of any Person, except for:

                           (i)      mergers of any wholly-owned Subsidiary of a
                  Borrower into such Borrower or another wholly-owned Subsidiary
                  of such Borrower;

                           (ii)     acquisitions of assets consisting of fixed
                  assets or real property that constitute Capital Expenditures
                  permitted under subsection 8.2.8;

                           (iii)    liquidations or dissolutions of Subsidiary
                  Guarantors, so long as Agent has received prior written notice
                  of any such liquidation or dissolution and any assets of any
                  such Subsidiary Guarantor to be liquidated or dissolved have
                  been transferred to a Borrower or to another Subsidiary
                  Guarantor;

                           (iv)     Permitted Acquisitions; and

                           (v)      mergers and consolidations permitted under
                  subsection 8.2.9(iv)(B).

                  8.2.2 Loans. Make, or permit any of its Subsidiaries to make,
         any loans or other advances of money to any Person, other than (i) for
         salary, travel advances, entertainment, relocation, advances against
         commissions and other similar advances to employees in the ordinary
         course of business, (ii) extensions of trade credit in the

                                       47
<PAGE>

         ordinary course of business, (iii) deposits with financial institutions
         permitted under this Agreement, (iv) prepaid expenses, (v) extensions
         of credit consisting of Investments not prohibited by subsection
         8.2.12, (vi) non-cash loans made to managers to enable such managers to
         acquire stock issued in connection with incentive plans and (vii) loans
         by a Borrower to another Borrower or to any domestic wholly-owned
         Subsidiary (other than any Inactive Subsidiary) of a Borrower
         ("Intercompany Loans").

                  8.2.3 Total Indebtedness. Create, incur, assume, or suffer to
         exist, or permit any of its Subsidiaries to create, incur or suffer to
         exist, any Indebtedness, except:

                           (i)      Obligations owing to Agent or any Lender
                  under this Agreement or any of the other Loan Documents;

                           (ii)     Indebtedness evidenced by the Subordinated
                  Bonds and the other Subordinated Bond Documents (each as in
                  effect as of the date hereof), so long as such Indebtedness
                  remains subordinated to the Obligations pursuant to the
                  subordination provisions included in Article XI of the
                  Subordinated Bond Indenture (as amended in accordance with the
                  terms of such Article XI);

                           (iii)    Indebtedness evidenced by the Secured Bonds
                  and the other Secured Bond Documents (each as in effect as of
                  the date hereof subject to clause (xiii) below);

                           (iv)     Indebtedness, including without limitation
                  Subordinated Debt and intercompany indebtedness, existing as
                  of the date of this Agreement and listed on Exhibit 8.2.3;

                           (v)      Capitalized Lease Obligations and Permitted
                  Purchase Money Indebtedness not to exceed $7,500,000 in the
                  aggregate at any time outstanding;

                           (vi)     contingent liabilities arising out of
                  endorsements of checks and other negotiable instruments for
                  deposit or collection in the ordinary course of business;

                           (vii)    guaranties of any Indebtedness permitted
                  under this subsection 8.2.3;

                           (viii)   Indebtedness in respect of Intercompany
                  Loans;

                           (ix)     unsecured Derivative Obligations incurred in
                  the ordinary course of business in respect of the Loans
                  hereunder;

                           (x)      unsecured Subordinated Debt not otherwise
                  permitted under this subsection 8.2.3 which does not exceed at
                  any time, in the aggregate, $5,000,000;

                           (xi)     Indebtedness incurred in the ordinary course
                  of business with respect to surety and appeal bonds,
                  performance bonds and other similar obligations not to exceed
                  $2,000,000 in the aggregate at any time outstanding;

                                       48
<PAGE>

                           (xii)    Indebtedness not included in paragraphs (i)
                  through (xi) above which does not exceed at any time, in the
                  aggregate, $2,000,000; and

                           (xiii)   Subject to the limitations set forth in
                  subsection 8.2.6, refinancing of any Indebtedness permitted
                  under this subsection 8.2.3, so long as (a) such refinancing
                  Indebtedness has a maximum principal amount not in excess of
                  the sum of the principal amount of, and accrued interest in
                  respect of, the Indebtedness is secured only by Liens on
                  assets, if any, that secured the Indebtedness being
                  refinanced, (c) the average weighted average life to maturity
                  of the refinancing Indebtedness is not shorter than that of
                  the Indebtedness being refinanced, (d) the refinancing
                  Indebtedness has terms that are not more adverse in any
                  material respect to Agent, Lenders or the applicable Borrower
                  or Subsidiary of a Borrower than the Indebtedness being
                  refinanced (it being understood that the foregoing restriction
                  shall not prohibit refinancing Indebtedness from having (1) a
                  term that is longer, or that ends later, than the term of the
                  Indebtedness being refinanced or (2) a then current market
                  rate of interest that is not more than 200 basis points higher
                  than the interest rate applicable to the Indebtedness being
                  refinanced; provided, that a then current market rate of
                  interest that is more than 200 basis points higher than the
                  interest rate applicable to the Indebtedness being refinanced
                  shall also be permitted if, on a pro forma basis after giving
                  effect to such refinancing Indebtedness and the interest rate
                  applicable thereto, Borrowers would be in compliance with the
                  Fixed Charge Coverage Ratio as of the last day of the most
                  recently completed fiscal quarter)and (e) if such Indebtedness
                  being refinanced (it being understood that the foregoing
                  restriction shall not prohibit refinancing Indebtedness from
                  having (1) a term that is longer, or that ends later, than the
                  term of the Indebtedness being refinanced or (2) a then
                  current market rate of interest that is not more than 200
                  basis points higher than the interest rate applicable to the
                  Indebtedness being refinanced; provided, that a then current
                  market rate of interest that is more than 200 basis points
                  higher than the interest rate applicable to the Indebtedness
                  being refinanced shall also be permitted if, on a pro forma
                  basis after giving effect to such refinancing Indebtedness and
                  the interest rate applicable thereto, Borrowers would be in
                  compliance with the Fixed Charge Coverage Ratio as of the last
                  day of the most recently completed fiscal quarter)and (e) if
                  such Indebtedness being refinanced is Subordinated Debt, any
                  such refinancing Indebtedness includes subordination terms
                  that are at least as beneficial to Agent and Lenders as the
                  subordination terms associated with such Subordinated Debt
                  being refinanced.

                  8.2.4 Affiliate Transactions. Enter into, or be a party to, or
         permit any of its Subsidiaries to enter into or be a party to, any
         transaction with any Affiliate of any Borrower or any holder of any
         Securities of any Borrower or any of its Subsidiaries, including
         without limitation any management, consulting or similar fees, except
         (i) in the ordinary course of and pursuant to the reasonable
         requirements of such Borrower's or such Subsidiary's business and upon
         fair and reasonable terms which are fully disclosed to Agent and are no
         less favorable to such Borrower or such Subsidiary than would be
         obtained in a comparable arms-length transaction with a Person not an
         Affiliate or Security holder of such Borrower or such Subsidiary, as
         determined and certified by the

                                       49
<PAGE>

         applicable Borrower's or Subsidiary's board of directors in good faith
         (provided, that with respect to any transaction involving aggregate
         payments exceeding $20,000,000, except for any such transaction that
         results in the repayment of the Obligations (other than unasserted
         contingent indemnity obligations) in full, Agent shall have received an
         opinion as to the fairness to the applicable Borrower or Subsidiary
         from a financial point of view issued by a nationally recognized
         independent financial advisor), (ii) employment agreements and other
         incentive compensation with management shareholders approved from time
         to time by the board of directors of such Borrower and employee
         arrangements and related incentive compensation arrangements entered
         into with other full time employees of such Borrower or such Subsidiary
         in the ordinary course of business, (iii) reasonable directors' fees
         and expenses approved from time to time by the board of directors of
         such Borrower, (iv) with respect to Intercompany Loans, (v) with
         respect to the Secured Bonds and the Subordinated Bonds, (vi)
         non-exclusive intercompany licenses of Intellectual Property, (vii)
         with respect to Indebtedness permitted hereunder that is provided by an
         Affiliate, (viii) with respect to equity issued in compliance with the
         terms hereof that is issued to an Affiliate and (ix) the agreements
         listed on Exhibit 8.2.4.

                  8.2.5 Limitation on Liens. Create or suffer to exist, or
         permit any of its Subsidiaries to create or suffer to exist, any Lien
         upon any of its Property, income or profits, whether now owned or
         hereafter acquired, except:

                           (i)      Liens at any time granted in favor of Agent
                  for the benefit of Agent and Lenders;

                           (ii)     Liens for taxes, assessments or governmental
                  charges (excluding any Lien imposed pursuant to any of the
                  provisions of ERISA, but including, without limitation, those
                  for non-delinquent taxes or assessments in respect of real
                  Property) not yet due, or being contested in the manner
                  described in subsection 7.1.14 hereto;

                           (iii)    Liens arising in the ordinary course of the
                  business of such Borrower or any of its Subsidiaries by
                  operation of law or regulation (including, without limitation,
                  mechanic's liens, materialmen's liens, warehousemen's liens
                  and the like) but only if (a) payment in respect of any such
                  Lien is not at the time required or is being contested in good
                  faith by appropriate proceedings (with appropriate reserves
                  established in respect thereof in accordance with GAAP) and
                  (b) such Liens do not, in the aggregate, materially detract
                  from the value of the Property of such Borrower or any of its
                  Subsidiaries or materially impair the use thereof in the
                  operation of the business of such Borrower or any of its
                  Subsidiaries;

                           (iv)     Purchase Money Liens securing Permitted
                  Purchase Money Indebtedness and Liens securing Capitalized
                  Lease Obligations permitted to be incurred under subsection
                  8.2.3 so long as such Liens are confined to the assets that
                  are the subject of such Capitalized Lease Obligations;

                           (v)      such other Liens as appear on Exhibit 8.2.5
                  hereto;

                                       50
<PAGE>

                           (vi)     Liens incurred or deposits or pledges made
                  in the ordinary course of business in connection with (1)
                  worker's compensation, social security, unemployment insurance
                  and other like laws or (2) sales contracts, leases, statutory
                  obligations, work in progress advances and other similar
                  obligations not incurred in connection with the borrowing of
                  money or the payment of the deferred purchase price of
                  property;

                           (vii)    reservations, easements, covenants, zoning
                  and other land use regulations, title exceptions or
                  encumbrances that are granted in the ordinary course of
                  business or shown on surveys or inspections that have been
                  required by, delivered to and accepted by Agent (or, if not
                  required by Agent, that would be disclosed by an accurate
                  surveyor inspection), affecting real Property owned or leased
                  by a Borrower or any of its Subsidiaries; provided that such
                  exceptions do not or would not in the aggregate materially
                  interfere with the use of such Property in the ordinary course
                  of such Borrower's or such Subsidiary's business;

                           (viii)   judgment Liens that do not give rise to an
                  Event of Default under subsection 10.1.15;

                           (ix)     Liens created under the Secured Bond
                  Documents on the Collateral and on the Securities of Neenah
                  and the Subsidiaries of Neenah, so long as such Liens remain
                  subordinated to the Liens securing the Obligations pursuant to
                  the terms of the Secured Bond Lien Subordination Agreement;

                           (x)      Liens in favor of customs and revenues
                  authorities which secure payment of customs duties in
                  connection with the importation of Inventory;

                           (xi)     Liens on insurance policies and the proceeds
                  thereof securing the financing of the premiums with respect
                  thereto;

                           (xii)    Liens consisting of rights of set-off of a
                  customary nature or banker's liens on amounts on deposit in
                  accounts of such Borrower or any of its Subsidiaries (other
                  than in a Dominion Account), whether arising by contract or
                  operation of law, incurred in the ordinary course of business;

                           (xiii)   Liens on fixed assets acquired in compliance
                  with the terms of this Agreement to the extent that such Liens
                  existed prior to such acquisition;

                           (xiv)    Liens incurred or deposits made to secure
                  the performance of bids, tenders, leases, trade contracts
                  (other than Indebtedness), public or statutory obligations,
                  surety and appeal bonds, performance bonds and other
                  obligations of a like nature incurred in the ordinary course
                  of business;

                           (xv)     Leases or subleases and licenses and
                  sublicenses granted to others in the ordinary course of such
                  Borrower's or such Subsidiary's business which do not
                  interfere in any material respect with the business of such
                  Borrower or such Subsidiary, and any interest or title of a
                  lessor, licensor, sublessor or sublicensor under a lease or
                  license;

                                       51
<PAGE>

                           (xvi)    Liens arising from the filing of UCC
                  financing statements for precautionary purposes relating
                  solely to operating leases under which such Borrower or any of
                  its Subsidiaries is a lessee; and

                           (xvii)   such other Liens as Majority Lenders may
                  hereafter approve in writing.

                  8.2.6 Payments and Amendments of Certain Debt.

                           (i)      make or permit any of its Subsidiaries to
                  make any payment of any part or all of the Subordinated Debt
                  evidenced by the Subordinated Bonds and the other Subordinated
                  Bond Documents (including, without limitation, any mandatory
                  or voluntary prepayment, purchase or redemption), except (a)
                  payments of Deferrable Interest that are satisfied by
                  deferring the amount thereof until the maturity date of the
                  Subordinated Bonds, (b) regularly scheduled cash payments of
                  interest pursuant to the Subordinated Bond Documents (each as
                  in effect as of the date hereof) at a rate of 5% per annum and
                  the regularly scheduled payment of principal on the maturity
                  date of the Subordinated Bonds, so long as any such payment of
                  interest is made in accordance with the subordination terms
                  included in Article XI of the Subordinated Bond Indenture, (c)
                  cash payments of Deferrable Interest on each "Interest Payment
                  Date" under and as defined in the Subordinated Bond Indenture
                  (as in effect as of the date hereof) accrued for the six month
                  period ended thereon (or, in the case of the payment scheduled
                  for January 1, 2004, accrued for the period beginning on the
                  Closing Date and ending on January 1, 2004) pursuant to the
                  Subordinated Bond Documents (each as in effect as of the date
                  hereof), so long as both immediately prior to and after giving
                  effect to any such payment of Deferrable Interest, (1) no
                  Event of Default exists, (2) average Availability (as
                  determined by Agent in its reasonable credit judgment) for the
                  thirty (30) day period ending on the date of any such payment
                  (giving effect to such payment of Deferrable Interest for each
                  day in such thirty (30) day period) is not less than
                  $17,500,000 and (3) actual Availability (as determined by
                  Agent in its reasonable credit judgment) on the date of any
                  such payment is not less than $17,500,000 and (d) repayments
                  or prepayments of principal amounts owing under the
                  Subordinated Bond Documents, redemptions or repurchases of
                  Subordinated Bonds in open market transactions or otherwise or
                  payments of Deferrable Interest (excluding payments of
                  Deferrable Interest made pursuant to the foregoing clause (
                  c)), so long as both immediately prior to and after giving
                  effect to any such repayment, prepayment, redemption or
                  repurchase, (1) no more than $15,000,000 in the aggregate has
                  been applied toward such repayments, prepayments, redemptions
                  and repurchases and payments of Deferrable Interest (excluding
                  payments of Deferrable Interest made pursuant to the foregoing
                  clause (c) during the Term, (2) no Event of Default exists,
                  (3) average Availability (as determined by Agent in its
                  reasonable credit judgment) for the thirty (30) day period
                  ending on the date of any such repayment, prepayment,
                  redemption or repurchase (giving effect to such repayment,
                  prepayment, redemption, repurchase or payment of Deferrable
                  Interest for each day in such thirty (30) day period) is not
                  less than $17,500,000 and (4) actual

                                       52
<PAGE>

                  Availability (as determined by Agent in its reasonable credit
                  judgment) on the date of any such repayment, prepayment,
                  redemption, repurchase or payment of Deferrable Interest is
                  not less than $17,500,000;

                           (ii)     fail to defer until the maturity date of the
                  Subordinated Bonds any Deferrable Interest (other than current
                  payments of Deferrable Interest that are permitted to be made
                  in cash under sub-clause (c) or sub-clause (d) of the
                  foregoing clause (i) of this subsection 8.2.6);

                           (iii)    make or permit any of its Subsidiaries to
                  make any payment of any part or all of the Indebtedness
                  evidenced by the Secured Bonds and the other Secured Bond
                  Documents (including, without limitation, any mandatory or
                  voluntary prepayment, purchase or redemption), except
                  regularly scheduled cash payments of interest pursuant to the
                  Secured Bond Documents (each as in effect as of the date
                  hereof) at a rate of 11% per annum and the regularly scheduled
                  payment of principal on the maturity date of the Secured
                  Bonds;

                           (iv)     with respect to any Subordinated Debt other
                  than that evidenced by the Subordinated Bonds and the other
                  Subordinated Bond Documents, make or permit any of its
                  Subsidiaries to make any payment of any part or all of any
                  Subordinated Debt or take any other action or omit to take any
                  other action in respect of any Subordinated Debt, except in
                  accordance with the subordination agreement relative thereto
                  or the subordination provisions thereof; or

                           (v)      amend or modify any Secured Bond Document or
                  amend or modify any Subordinated Bond Document or any
                  agreement, instrument or document evidencing or relating to
                  any other Subordinated Debt, in each case to the extent that
                  any such amendment or modification would (a) increase the
                  interest rate on such Indebtedness or the principal amount of
                  such Indebtedness; provided, that satisfying payments of
                  Deferrable Interest by deferring the amount thereof until the
                  maturity date of the Subordinated Bonds shall not be
                  considered an increase in the principal amount of the
                  Indebtedness under the Subordinated Bond Documents for this
                  purpose; (b) move forward the dates upon which any payments of
                  principal or interest on such Indebtedness are due; (c) add
                  any event of default or make more restrictive any existing
                  event of default with respect to such Indebtedness; (d) add or
                  make more restrictive any covenant with respect to such
                  Indebtedness; (e) move forward any redemption or prepayment
                  dates with respect to such Indebtedness or increase any
                  redemption or prepayment amounts; (f) change the subordination
                  provisions applicable to such Indebtedness; (g) change or
                  amend any other term if such change or amendment would
                  materially increase the obligations of the obligor or confer
                  additional material rights on the holder of such Indebtedness
                  in a manner adverse to any Borrower or Lenders; or (h) require
                  to be paid in cash any Deferrable Interest (other than on the
                  maturity date of the Subordinated Bonds) or any interest which
                  may be paid in kind instead of cash.

                                       53
<PAGE>

                  8.2.7 Distributions. Declare or make, or permit any of its
         Subsidiaries to declare or make, any Distributions, except for:

                           (i)      Distributions by any Subsidiary of a
                  Borrower (including any such Subsidiary that is a Borrower) to
                  such Borrower;

                           (ii)     Distributions paid solely in Securities of a
                  Borrower or any of its Subsidiaries;

                           (iii)    Distributions by each Borrower in amounts
                  necessary to permit such Borrower to repurchase Securities of
                  such Borrower from employees of such Borrower or any of its
                  Subsidiaries upon the termination of their employment, so long
                  as no Default or Event of Default exists at the time of or
                  would be caused by the making of such Distributions and the
                  aggregate cash amount of all such Distributions by all
                  Borrowers, measured at the time when made, does not exceed
                  $250,000 in any fiscal year of Borrowers;

                           (iv)     Distributions by each Borrower in an amount
                  sufficient to permit Ultimate Parent to pay its consolidated
                  combined unitary U.S. federal, state or local tax liabilities
                  relating to the business of Borrowers and Borrowers'
                  Subsidiaries; provided that Ultimate Parent applies the amount
                  of such Distributions for such purpose at such time; and

                           (v)      Distributions by Borrowers to the extent
                  necessary to permit Parent and Ultimate Parent to (a) pay
                  administrative costs and expenses related to the business of
                  Borrowers and Borrowers' Subsidiaries, (b) make payments in
                  respect of its indemnification obligations owing to directors
                  and officers and (c) make payments in respect of
                  indemnification obligations and cost and expenses incurred by
                  Ultimate Parent in connection with any offering of common
                  stock of Ultimate Parent, in all cases not to exceed $350,000
                  in the aggregate in any fiscal year of Borrowers, so long as
                  Parent or Ultimate Parent, as applicable, applies the amount
                  of such Distributions for such purposes.

                  8.2.8 Capital Expenditures. Make Capital Expenditures
         (including, without limitation, by way of capitalized leases, but
         excluding (i) MACT Capital Expenditures, (ii) Capital Expenditures made
         using the proceeds of equity securities issued in compliance with the
         terms hereof and (iii) the principal portion of Capitalized Lease
         Obligations incurred in compliance with the terms hereof) which, in the
         aggregate, as to all Borrowers and all of Borrowers' Subsidiaries,
         exceed $25,000,000 during the fiscal year of Borrowers ending on
         September 30, 2004 or $20,000,000 during any fiscal year of Borrowers
         thereafter, except that 75% of the unused portion of the Capital
         Expenditure allowance for any fiscal year may be carried over to the
         immediately succeeding fiscal year only, to be used in such succeeding
         fiscal year after all of the Capital Expenditure allowance for that
         year has been used.

                  8.2.9 Disposition of Assets. Sell, lease or otherwise dispose
         of any of, or permit any of its Subsidiaries to sell, lease or
         otherwise dispose of any of, its Properties,

                                       54
<PAGE>

         including any disposition of Property as part of a sale and leaseback
         transaction, to or in favor of any Person, except for:

                           (i)      sales of Inventory and collections of
                  Accounts in the ordinary course of business;

                           (ii)     transfers of Property to a Borrower by
                  another Borrower or by a wholly-owned Subsidiary of such
                  Borrower;

                           (iii)    dispositions of investments described in
                  paragraphs (iv), (v), (vi) and (vii) of the definition of the
                  term "Restricted Investments";

                           (iv)     (A) sales, leases, transfers and other
                  dispositions of Non-Core Fixed Assets, (B) the merger or
                  consolidation of any Inactive Subsidiary or any Person that
                  does not own any assets other than Non-Core Fixed Assets with
                  any other Person that is a Borrower or a Subsidiary Guarantor
                  (provided that such other Person that is a Borrower or
                  Subsidiary Guarantor is the Person surviving such merger or
                  consolidation) and (C) the liquidation, dissolution or winding
                  up of any Inactive Subsidiary;

                           (v)      sales, leases and other dispositions of
                  Property with a fair market value of up to $2,500,000 in the
                  aggregate in any fiscal year, in each case so long as (a) no
                  Event of Default is in existence or would result therefrom and
                  (b) the consideration received in respect thereof is all cash
                  and is equal to the fair market value thereof;

                           (vi)     so long as no Event of Default exists,
                  sales, leases or other dispositions of Equipment or other
                  fixed assets that are worn, excess, damaged or obsolete or
                  consist of scrap and that (other than in the case of scrap)
                  are replaced with Equipment or other fixed assets that are
                  usable in the ordinary course of business of the applicable
                  Borrower or Subsidiary of a Borrower; and

                           (vii)    licenses of Intellectual Property in the
                  ordinary course of business.

                  8.2.10 Securities of Subsidiaries. Permit any of its
         Subsidiaries to issue any additional Securities except to such Borrower
         and except for director's qualifying Securities.

                  8.2.11 Bill-and-Hold Sales, Etc. Except for sales to customers
         in the ordinary course of Borrowers' business consistent with past
         practice, make, or permit any of its Subsidiaries to make, a sale to
         any customer on a bill-and-hold, guaranteed sale, sale and return, sale
         on approval, repurchase or return or consignment basis.

                  8.2.12 Restricted Investment. Make or have, or permit any of
         its Subsidiaries of such Borrower to make or have, any Restricted
         Investment.

                  8.2.13 Subsidiaries and Joint Ventures. Create, acquire or
         otherwise suffer to exist, or permit any Subsidiary of such Borrower to
         create, acquire or otherwise suffer to

                                       55

<PAGE>

         exist, any Subsidiary or joint venture arrangement not in existence as
         of the date hereof, except in connection with a Permitted Acquisition.

                  8.2.14 Tax Consolidation. File or consent to the filing of any
         consolidated income tax return with any Person other than Ultimate
         Parent, Parent, Borrowers and Borrowers' Subsidiaries.

                  8.2.15 Organizational Documents. Agree to, or suffer to occur,
         any amendment, supplement or addition to its or any of its
         Subsidiaries' charter, articles or certificate of incorporation,
         certificate of formation, limited partnership agreement, bylaws,
         limited liability agreement, operating agreement or other
         organizational documents (as the case may be), that would reasonably be
         expected to have a Material Adverse Effect.

                  8.2.16 Fiscal Year End. Change, or permit any of its
         Subsidiaries, Ultimate Parent or Parent to change, its fiscal year end.

                  8.2.17 Negative Pledges. Enter into any agreement (other than
         the Loan Documents, the Secured Bond Documents and the Subordinated
         Bond Documents) limiting the ability of such Borrower or any of its
         Subsidiaries to (i) voluntarily create Liens upon any of its Property,
         (ii) pay dividends or make any other Distributions on its Securities;
         (iii) make loans or advances to any Borrower or any Subsidiary; (iv)
         pay any Indebtedness owed to any Borrower or any Subsidiary of a
         Borrower; or ( v) transfer any of its Property to any Borrower or any
         Subsidiary.

                  8.2.18 Plan of Reorganization. Agree to, or suffer to occur,
         any amendment, supplement or addition to, or any other modification of,
         the Plan of Reorganization or the Confirmation Order, unless otherwise
         agreed to by Agent in writing.

                  8.2.19 Leases. Become, or permit any of its Subsidiaries to
         become, a lessee under any operating lease (other than a lease under
         which such Borrower or such Subsidiary is lessor) of Property if the
         aggregate Rentals payable during any current or future period of twelve
         (12) consecutive months under the lease in question and an other leases
         under which any Borrowers or any of its Subsidiaries is then lessee
         would exceed $3,000,000. The term "Rentals" means, as of the date of
         determination, all payments which the lessee is required to make by the
         terms of any lease.

                  8.2.20 Business Activity. Permit Ultimate Parent, Parent or
         any Inactive Subsidiary to engage in any business activity or incur any
         Indebtedness other than the ownership of the equity interests of Parent
         (in the case of Ultimate Parent) and Neenah (in the case of Parent),
         having an interest in the Belcher Parcel (in the case of Belcher), the
         performance of such Person's obligations under the Loan Documents to
         which it is a party (in the case of Parent and the Inactive
         Subsidiaries), the performance of the Obligations, the performance of
         the Indebtedness evidenced by the Secured Bonds and the Subordinated
         Bonds, the guaranty of Indebtedness incurred by a Borrower or an active
         Subsidiary in compliance with the terms hereof and the performance of
         its obligations under intercompany agreements and agreements with its
         shareholders that are permitted hereunder and have been disclosed to
         Agent in writing (with Agent disclosing

                                       56

<PAGE>

         to Lenders any such agreements that are disclosed to Agent in writing
         and, if requested by a Lender, providing to such Lender copies of any
         documents evidencing any such agreements that have been furnished to
         Agent).

                  8.3 Specific Financial Covenants.

                  During the Term, and thereafter for so long as there are any
Obligations (other than unasserted contingent indemnity obligations)
outstanding, each Borrower covenants that it shall comply with all of the
financial covenants set forth in Exhibit 8.3 hereto. If GAAP changes from the
basis used in preparing the audited financial statements delivered to Agent by
Borrowers on or before the Closing Date, Borrowers will provide Agent with
certificates demonstrating compliance with such financial covenants and will
include, at the election of Borrowers or upon the request of Agent, calculations
setting forth the adjustments necessary to establish Borrowers' compliance with
such financial covenants based upon GAAP as in effect on the Closing Date.

                         SECTION 9. CONDITIONS PRECEDENT

                  9.1 Conditions Precedent to Initial Loans and Other Initial
                  Credit Accommodations.

                  Notwithstanding any other provision of this Agreement or any
of the other Loan Documents, and without affecting in any manner the rights of
Agent or any Lender under the other sections of this Agreement, no Lender shall
be required to make any Loan on the Closing Date, nor shall Agent or any Letter
of Credit Issuer be required to or issue or procure any Letter of Credit or LC
Guaranty on the Closing Date unless and until each of the following conditions
has been and continues to be satisfied:

                  9.1.1 Documentation. Agent and the Lenders shall have
         received, in form and substance satisfactory to Agent and its counsel
         and the Lenders, a duly executed copy of this Agreement and the other
         Loan Documents, together with such additional documents, instruments,
         opinions and certificates as Agent and its counsel shall reasonably
         require in connection therewith from time to time (including, without
         limitation, the Secured Bond Documents, the Subordinated Bond
         Documents, the Plan of Reorganization, the Disclosure Statement, the
         Confirmation Order and the lockbox and blocked account documentation to
         be executed on the Closing Date in connection with the requirements of
         subsection 6.2.4), all in form and substance satisfactory to Agent and
         its counsel and the Lenders.

                  9.1.2 No Default. No Default or Event of Default shall exist.

                  9.1.3 Availability. Agent shall have determined in its
         reasonable credit judgment that immediately after Lenders have made the
         initial Loans and after Agent (or Letter of Credit Issuer, as
         applicable) has issued or procured the initial Letters of Credit and LC
         Guaranties contemplated hereby, and Borrowers have paid (or, if
         accrued, treated as paid), all closing costs incurred in connection
         with the transactions contemplated hereby (including, without
         limitation, the issuance of the Secured Bonds and the Subordinated
         Bonds), and have reserved an amount sufficient to pay all trade
         payables

                                       57

<PAGE>

         greater than 60 days past due, Availability shall not be less than
         $20,000,000 (or such lesser amount of not less than $17,500,000 that
         Agent in its sole discretion may approve).

                  9.1.4 No Litigation. No action, proceeding, investigation,
         regulation or legislation shall have been instituted, threatened or
         proposed before any court, governmental agency or legislative body to
         enjoin, restrain or prohibit, or to obtain damages in respect of, or
         which is materially adversely related to or arises out of this
         Agreement, the Secured Bond Documents, the Subordinated Bond Documents
         or the Plan of Reorganization or the consummation of the transactions
         contemplated hereby or thereby.

                  9.1.5 Secured Bonds. Neenah shall have received not less than
         $110,000,000 in net cash proceeds from the issuance of the Secured
         Bonds in accordance with the terms of the Secured Bond Documents and in
         compliance with the Plan of Reorganization and all applicable laws; the
         net cash proceeds from such issuance of the Secured Bonds shall have
         been used by Neenah to satisfy certain existing Indebtedness of
         Borrowers, as more particularly set forth in the Plan Of
         Reorganization; and a Secured Bond Lien Subordination Agreement
         applicable to the Liens created under the Secured Bond Documents shall
         have been executed and delivered by the Secured Bond Trustee in favor
         of Agent (for its benefit and the benefit of Lenders).

                  9.1.6 Subordinated Bonds. Neenah shall have issued the
         Subordinated Bonds in accordance with the terms of the Subordinated
         Bond Documents and in compliance with the Plan of Reorganization and
         all applicable laws.

                  9.1.7 Confirmation Order; Plan of Reorganization. Agent shall
         have received the final Confirmation Order confirming the Plan or
         Reorganization; such final Confirmation Order shall be in form and
         substance satisfactory to Agent and its counsel; the Confirmation shall
         have occurred; and the Plan of Reorganization shall have become
         effective in accordance with its terms.

                  9.1.8 Material Adverse Effect. As of the Closing Date, since
         July 31,2003, there has not been any material adverse change in the
         business, assets or financial condition of Borrowers (taken as a
         whole), it being understood that (i) the bankruptcy filing of the
         Chapter 11 Debtors, (ii) the public announcement of such filing or the
         transactions contemplated thereby and (iii) changes or events affecting
         general economic conditions, but not otherwise materially and adversely
         affecting the business, assets or financial condition of Borrowers' and
         Borrowers' Subsidiaries, shall not be considered material adverse
         changes for purposes of the foregoing.

                  9.1.9 Audits, Appraisals and Environmental Reports. All of the
         appraisals and audits of the real and personal Property and business of
         Borrowers being conducted by Agent (or a third party designated by
         Agent) prior to the Closing Date, and all of the Phase I environmental
         assessments of the real Property of Borrowers being conducted by Agent
         (or a third party designated by Agent) prior to the Closing Date, shall
         have been completed to Agent's reasonable satisfaction.

                                       58

<PAGE>

                  9.2 Conditions Precedent to all Loans and other Credit
                  Accommodations.

                  Notwithstanding any other provision of this Agreement or any
other Loan Documents, and without affecting in any manner the rights of any
Agent or any Lender under the other sections of this Agreement, no Lender shall
be required to make any Loan, nor shall Agent or any Letter of Credit Issuer be
required to issue or procure any Letter of Credit or LC Guaranty unless and
until each of the following conditions has been and continues to be satisfied:

                  9.2.1 No Default. No Default or Event of Default shall exist;
         provided, that if Borrowers have disclosed to Agent, any Letter of
         Credit Issuers and Lenders the existence of a Default or an Event of
         Default in accordance with subsection 8.1.2, (i) each Lender shall
         continue to make Revolving Credit Loans until such Lender has delivered
         the written notice described in subsection 10.2.2 in respect of such
         Default or Event of Default, which notice pursuant to subsection 10.2.2
         may be given at any time prior to the deadline for honoring a request
         for a Revolving Credit Loan and (ii) each Letter of Credit Issuer and
         Agent, as applicable, shall continue to issue and procure Letters of
         Credit and LC Guaranties until such Person has delivered the written
         notice described in subsection 10.2.2 in respect of such Default or
         Event of Default, which notice pursuant to subsection 10.2.2 may be
         given at any time prior to the deadline for honoring a request for a
         Letter of Credit or LC Guaranty.

                  9.2.2 No Litigation. No action, proceeding, investigation,
         regulation or legislation shall have been instituted, threatened or
         proposed before any governmental agency or legislative body to enjoin,
         restrain or prohibit, or to obtain damages in respect of, or which is
         materially adversely related to or arises out of, any of the Loan
         Documents.

         SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

                  10.1 Events of Default. The occurrence of one or more of the
         following events shall constitute an "Event of Default":

                  10.1.1 Payment of Obligations. Borrowers shall (i) fail to pay
         any of the Obligations hereunder (other than the Obligations described
         in the following clause (ii)) or under any Note on the due date thereof
         (whether due at stated maturity, on demand, upon acceleration or
         otherwise) or (ii) fail to pay any audit fees required to be paid by
         Borrowers pursuant to Section 2.7 or satisfy any expenses required to
         be satisfied by Borrowers pursuant to subsection 2.8 within five days
         following receipt by Borrowers of written notice of such failure.

                  10.1.2 Misrepresentations. Any representation, warranty or
         other statement made or furnished to Agent or any Lender by or on
         behalf of any Borrower, any of its Subsidiaries or any Guarantor in
         this Agreement, any of the other Loan Documents or any instrument,
         certificate or financial statement furnished in compliance with or in
         reference thereto proves to have been false or misleading in any
         material respect when made, furnished or reaffirmed pursuant to Section
         7.2 hereof; provided, that no breach of

                                       59

<PAGE>

         a representation or warranty occurring solely in respect of an Inactive
         Subsidiary (other than a breach of the representation and warranty
         contained in subsection 7.1.27) shall result in an Event of Default
         unless such event would reasonably be expected to have a Material
         Adverse Effect.

                  10.1.3 Breach of Specific Covenants. Borrowers shall fail or
         neglect to perform, keep or observe any covenant contained in Section
         or subsection 6.2.4, 6.2.5, 8.1.1, 8.1.2, 8.1.3(vi), 8.1.4 (at a time
         when Borrowing Base Certificates are required to be delivered more
         frequently than monthly), 8.1.10, 8.2 (other than subsection 8.2.20) or
         8.3 hereof on the date that Borrowers are required to perform, keep or
         observe such covenant, shall fail or neglect to perform, keep or
         observe any covenant contained in Section 8.1.4 hereof (at a time when
         Borrowing Base Certificates are required to be delivered on a monthly
         basis) within 1 Business Day following the date on which Borrowers are
         required to perform, keep or observe such covenant, or shall fail or
         neglect to perform, keep or observe any covenant contained in
         subsection 8.1.3(ii) or 8.1.3(iv) hereof within 5 days following the
         date on which Borrowers are required to perform, keep or observe such
         covenant.

                  10.1.4 Breach of Other Covenants. Borrowers shall fail or
         neglect to perform, keep or observe any covenant contained in this
         Agreement (other than a covenant which is dealt with specifically
         elsewhere in Section 10.1 hereof) and the breach of such other covenant
         is not cured to Agent's reasonable satisfaction within 30 days after
         the sooner to occur of Borrowers' receipt of notice of such breach from
         Agent or the date on which such failure or neglect first becomes known
         to any officer of any Borrower.

                  10.1.5 Default Under Security Documents or Other Agreements.
         Any event of default shall occur under, or any Borrower, any of its
         Subsidiaries or any Guarantor shall default in the performance or
         observance of any term, covenant, condition or agreement applicable to
         such Person contained in, any of the Security Documents or the Other
         Agreements (excluding any representations and warranties set forth in
         such Security Documents and Other Agreements) and such default shall
         continue, after the sooner to occur of such Person's receipt of notice
         of such default from Agent or the date on which such default first
         becomes known to any officer of such Person, beyond any applicable
         grace period; provided, that no event covered by this subsection 10.1.5
         and occurring solely in respect of an Inactive Subsidiary shall result
         in an Event of Default unless such event would reasonably be expected
         to have a Material Adverse Effect.

                  10.1.6 Other Defaults. There shall occur any event of default
         on the part of any Borrower, any of its Subsidiaries or any Guarantor
         under any agreement, document or instrument to which such Borrower,
         such Subsidiary or such Guarantor is a party or by which such Borrower,
         such Subsidiary or such Guarantor or any of its Property is bound,
         evidencing or relating to any Indebtedness (other than the Obligations)
         with an outstanding principal balance in excess of $1,000,000, if the
         payment or maturity of such Indebtedness is or could be accelerated in
         consequence of such event of default or demand for payment of such
         Indebtedness is made or could be made in accordance with the terms
         thereof; or there shall occur any event which permits the holders of
         the Indebtedness under any such agreement, document or instrument to
         require the repurchase or redemption of such Indebtedness.

                                       60

<PAGE>

                  10.1.7 Uninsured Losses. Any material loss, theft, damage or
         destruction of any portion of the Collateral having a fair market value
         of $2,000,000, in the aggregate, if not fully covered (subject to such
         deductibles and self-insurance retentions as Agent shall have
         permitted) by insurance.

                  10.1.8 Insolvency and Related Proceedings. Ultimate Parent,
         Parent, any Borrower, any of its Subsidiaries or any Guarantor shall
         cease to be Solvent or shall suffer the appointment of a receiver,
         trustee, custodian or similar fiduciary, or shall make an assignment
         for the benefit of creditors, or any petition for an order for relief
         shall be filed by or against Parent, any Borrower, any of its
         Subsidiaries or any Guarantor under U.S. federal bankruptcy laws (if
         against Parent, any Borrower, any of its Subsidiaries or any Guarantor
         the continuation of such proceeding for more than 60 days), or Parent,
         any Borrower, any of its Subsidiaries or any Guarantor shall make any
         offer of settlement, extension or composition to their respective
         unsecured creditors generally; provided, that no event covered by this
         subsection 10.1.8 and occurring solely in respect of an Inactive
         Subsidiary shall result in an Event of Default unless such event would
         reasonably be expected to have a Material Adverse Effect.

                  10.1.9 Business Disruption; Condemnation. There shall occur a
         cessation of a substantial part of the business of Borrowers and their
         Subsidiaries (taken as a whole) for a period which materially adversely
         affects the capacity of Borrowers and their Subsidiaries to continue
         their business on a profitable basis; or any Borrower, any of its
         Subsidiaries or any Guarantor shall suffer the loss or revocation of
         any material license or permit now held or hereafter acquired by such
         Borrower, such Subsidiary or such Guarantor which is necessary to the
         continued or lawful operation of a material portion of the business of
         Borrowers and their Subsidiaries (taken as a whole); or any Borrower,
         any of its Subsidiaries or any Guarantor shall be enjoined, restrained
         or in any way prevented by court, governmental or administrative order
         from conducting all or any material part of the business affairs of
         Borrowers and their Subsidiaries (taken as a whole); or any material
         lease or agreement pursuant to which any Borrower, any of its
         Subsidiaries or any Guarantor leases, uses or occupies any Property
         shall be canceled or terminated prior to the expiration of its stated
         term, except any such lease or agreement the cancellation or
         termination of which could not reasonably be expected to have a
         Material Adverse Effect; or any material portion of the Collateral
         shall be taken through condemnation or the value of such Property shall
         be materially impaired through condemnation, except for any such
         condemnation that would not reasonably be expected to have a Material
         Adverse Effect.

                  10.1.10 Change of Ownership. (a) any transaction is
         consummated the result of which is that any Person other than the
         Permitted Holders becomes the beneficial owner, directly or indirectly,
         of, in the aggregate, more than 50% of the total Voting Stock of
         Ultimate Parent, whether as a result of the purchase of Securities of
         Ultimate Parent then outstanding, the issuance of Securities of
         Ultimate Parent, any merger, consolidation, liquidation or dissolution
         of Ultimate Parent or otherwise; (b) Continuing Directors no longer
         constitute a majority of the members of the board of directors of any
         of Neenah, Parent or Ultimate Parent; (c) Ultimate Parent shall cease
         to own and control, beneficially and of record (directly or
         indirectly), 100% of the issued and outstanding Securities of

                                       61

<PAGE>

         Parent; (d) Parent shall cease to own and control, beneficially and of
         record (directly or indirectly), 100% of the issued and outstanding
         Securities of Neenah; (e) Neenah shall cease to own and control,
         beneficially and of record (directly or indirectly), 100% of the issued
         and outstanding Securities of each other Borrower and each of its other
         Subsidiaries; (f) any "Change of Control" under and as defined in the
         Secured Bond Indenture shall occur; or (g) any "Change of Control"
         under and as defined in the Subordinated Bond Indenture shall occur.

                  10.1.11 ERISA. A Reportable Event shall occur which
         constitutes grounds for the termination by the Pension Benefit Guaranty
         Corporation of any Plan or for the appointment by the appropriate
         United States district court of a trustee for any Plan under Section
         4042 of ERISA, or if any Plan shall be terminated or any such trustee
         shall be requested or appointed, or any Borrower or any of its
         Subsidiaries is in "default" (as defined in Section 4219(c)(5) of
         ERISA) with respect to payments to a Multiemployer Plan resulting from
         such Borrower's or such Subsidiary's complete or partial withdrawal
         from such Plan and any such event could reasonably be expected to have
         a Material Adverse Effect.

                  10.1.12 Challenge to Agreement. Parent, any Borrower, any
         Subsidiary of any Borrower (other than an Inactive Subsidiary) or any
         Guarantor (other than an Inactive Subsidiary), or any Affiliate of any
         of them, shall challenge or contest in any action, suit or proceeding
         the validity or enforceability of this Agreement or any of the other
         Loan Documents, the legality or enforceability of any of the
         Obligations or the perfection or priority of any Lien granted to Agent.

                  10.1.13 Repudiation of or Default Under Guaranty Agreement.
         Any Guarantor (other than an Inactive Subsidiary) shall revoke or
         attempt to revoke the Guaranty Agreement signed by such Guarantor, or
         shall repudiate such Guarantor's liability thereunder or shall be in
         default under the terms thereof.

                  10.1.14 Criminal Forfeiture. Any Borrower or any of its
         Subsidiaries shall be criminally indicted or convicted under any law
         that could lead to a forfeiture of any Property of such Borrower or
         such Subsidiary, except for any Property the forfeiture of which would
         not reasonably be expected to have a Material Adverse Effect.

                  10.1.15 Judgments. Any money judgments, writ of attachment or
         similar processes (collectively, "Judgments") are issued or rendered
         against any Borrower, any of its Subsidiaries or any Guarantor, or any
         of their respective Property (i) in the case of money judgments, in an
         amount of $1,000,000 or more for any single judgment, attachment or
         process or $2,000,000 or more for all such judgments, attachments or
         processes in the aggregate, in each case in excess of any applicable
         insurance (or indemnity from a creditworthy source that is reasonably
         acceptable to Agent) with respect to which the insurer (or the
         indemnifying party, if applicable) has admitted liability, and (ii) in
         the case of non-monetary Judgments, such Judgment or Judgments (in the
         aggregate) could reasonably be expected to have a Material Adverse
         Effect, in each case which Judgment is not stayed, released or
         discharged within 60 days; provided, that no event covered by this
         subsection 10.1.15 and occurring solely in respect of an Inactive

                                       62

<PAGE>

         Subsidiary shall result in an Event of Default unless such event would
         reasonably be expected to have a Material Adverse Effect.

                  10.2 Acceleration of the Obligations.

                  10.2.1 Upon or at any time after the occurrence and during the
         continuance of an Event of Default, (i) the Revolving Loan Commitments
         shall, at the option of Agent or Majority Lenders be terminated and/or
         (ii) Agent or Majority Lenders may declare all or any portion of the
         Obligations at once due and payable without presentment, demand protest
         or further notice by Agent or any Lender, and Borrowers shall forthwith
         pay to Agent, the full amount of such Obligations, provided, that upon
         the occurrence of an Event of Default specified in subsection 10.1.8
         hereof, the Revolving Loan Commitments shall automatically be
         terminated and all of the Obligations shall become automatically due
         and payable, in each case without declaration, notice or demand by
         Agent or any Lender.

                  10.2.2 If a Default or Event of Default has occurred and is
         continuing, a Lender (in the case of Revolving Credit Loans) or Agent
         or a Letter of Credit Issuer (in the case of Letters of Credit and LC
         Guaranties) may, with written notice to Borrowers and Agent, suspend
         for so long as such Default or Event of Default is continuing, its
         Revolving Loan Commitment with respect to additional Revolving Credit
         Loans and/or the issuance of additional Letters of Credit and the
         execution of additional LC Guaranties, as applicable, whereupon any
         additional Revolving Credit Loans or Letters of Credit or LC
         Guaranties, as applicable, From such Person shall be made, issued or
         executed in such Person's sole discretion. Agent shall provide Lenders
         with prompt notice of having received a written notice from a Lender of
         the type provided for under this subsection 10.2.2.

                  10.3 Other Remedies.

                  Upon the occurrence and during the continuance of an Event of
Default, Agent shall have and may exercise from time to time the following other
rights and remedies:

                  10.3.1 All of the rights and remedies of a secured party under
         the UCC or under other applicable law, and all other legal and
         equitable rights to which Agent or Lenders 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 Loan Documents, and none of which shall be exclusive.

                  10.3.2 The right to take immediate possession of the
         Collateral, and to (i) require each Borrower and each of its
         Subsidiaries to assemble the Collateral, at Borrower's joint and
         several expense, and make it available to Agent at a place designated
         by 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 any Borrower or any of its Subsidiaries,
         such Borrower agrees not to charge, or permit such Subsidiary to
         charge, Agent for storage thereof).

                                       63

<PAGE>

                  10.3.3 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 Agent, in its sole discretion, may deem advisable. Agent
         may, at Agent's option, disclaim any and all warranties regarding the
         Collateral in connection with any such sale. Each Borrower agrees that
         10 days' written notice to such Borrower or any of its Subsidiaries 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
         Agent may designate in said notice. Agent shall have the right to
         conduct such sales on any Borrower's or any of its Subsidiaries'
         premises, without charge therefor, and such sales may be adjourned from
         time to time in accordance with applicable law. 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 Agent,
         on behalf of Lenders, 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 the manner provided for in subsection
         3.4.2. If any deficiency shall arise, each Borrower and each Guarantor
         shall remain jointly and severally liable to Agent and Lenders
         therefore. Any surplus shall be remitted to whomsoever shall be legally
         entitled to the same.

                  10.3.4 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, each Borrower's and each of its
         Subsidiaries' 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 each
         Borrower's and each of its Subsidiaries' rights under all licenses and
         all franchise agreements shall inure to Agent's benefit.

                  10.3.5 Agent may, at its option, require Borrowers to deposit
         with Agent funds equal to 105% of the LC Amount and, if Borrowers fail
         to promptly make such deposit, Agent may advance such amount as a
         Revolving Credit Loan (whether or not an Overadvance is created
         thereby). Each such Revolving Credit Loan shall be secured by all of
         the Collateral and shall constitute a Base Rate Portion. Any such
         deposit or advance shall be held by Agent as a reserve to fund future
         payments on such LC Guaranties and future drawings against such Letters
         of Credit. At such time as all LC Guaranties have been paid or
         terminated and all Letters of Credit have been drawn upon or expired,
         any amounts remaining in such reserve shall be applied against any
         outstanding Obligations, or, if all Obligations have been indefeasibly
         paid in full, returned to Borrowers.

                  10.4 Set Off and Sharing of Payments.

                  In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, during the
continuance of any Event of Default, each Lender is hereby authorized by each
Borrower at any time or from time to time, with prior written consent of Agent
and with reasonably prompt subsequent notice to such Borrower (any prior or
contemporaneous notice to such Borrower being hereby expressly waived) to set
off and

                                       64

<PAGE>

to appropriate and to apply any and all (i) balances held by such Lender at any
of its offices for the account of such Borrower or any of its Subsidiaries
(regardless of whether such balances are then due to such Borrower or its
Subsidiaries), and (ii) other property at any time held or owing by such Lender
to or for the credit or for the account of such Borrower or any of its
Subsidiaries, against and on account of any of the Obligations. Any Lender
exercising a right to set off shall, to the extent the amount of any such set
off exceeds its Revolving Loan Percentage of the amount set off, purchase for
cash (and the other Lenders shall sell) interests in each such other Lender's
pro rata share of the Obligations as would be necessary to cause such Lender to
share such excess with each other Lender in accordance with their respective
Revolving Loan Percentages. Each Borrower agrees, to the fullest extent
permitted by law, that any Lender may exercise its right to set off with respect
to amounts in excess of its pro rata share of the Obligations and upon doing so
shall deliver such excess to Agent for the benefit of all Lenders in accordance
with the Revolving Loan Percentages.

                  10.5 Remedies Cumulative; No Waiver.

                  All covenants, conditions, provisions, warranties, guaranties,
indemnities, and other undertakings of each Borrower contained in this Agreement
and the other Loan Documents, or in any document referred to herein or contained
in any agreement supplementary hereto or in any schedule or in any Guaranty
Agreement given to Agent or any Lender or contained in any other agreement
between any Lender and such Borrower or between Agent and such Borrower
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 such Borrower herein contained. The failure or
delay of Agent or any Lender to require strict performance by any Borrower 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 Loans and other Obligations owing or to become owing from such
Borrower to Agent and each Lender have been fully satisfied. None of the
undertakings, agreements, warranties, covenants and representations of any
Borrower contained in this Agreement or any of the other Loan Documents and no
Default or Event of Default by any Borrower under this Agreement or any other
Loan Documents shall be deemed to have been suspended or waived by Lenders,
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 Agent
and directed to Borrowers.

                              SECTION 11. THE AGENT

                  11.1 Authorization and Action.

                  Each Lender hereby appoints and authorizes Agent to take such
action on its behalf and to exercise such powers under this Agreement and the
other Loan Documents as are delegated to Agent by the terms hereof and thereof,
together with such powers as are reasonably incidental thereto. Each Lender
hereby acknowledges that Agent shall not have by reason of this Agreement
assumed a fiduciary relationship in respect of any Lender. In performing its
functions and duties under this Agreement, Agent shall act solely as agent of
Lenders and shall

                                       65

<PAGE>

not in its capacity as such assume, or be deemed to have assumed, any obligation
toward, or relationship of agency or trust with or for, any Borrower. As to any
matters not expressly provided for by this Agreement and the other Loan
Documents (including without limitation enforcement and collection of the
Notes), Agent may, but shall not be required to, exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Majority Lenders, whenever such instruction shall be requested by Agent or
required hereunder, or a greater or lesser number of Lenders if so required
hereunder, and such instructions shall be binding upon all Lenders; provided,
that Agent shall be fully justified in failing or refusing to take any action
which exposes Agent to any liability or which is contrary to this Agreement, the
other Loan Documents or applicable law, unless Agent is indemnified to its
satisfaction by the other Lenders against any and an liability and expense which
it may incur by reason of taking or continuing to take any such action. If Agent
seeks the consent or approval of the Majority Lenders (or a greater or lesser
number of Lenders as required in this Agreement), with respect to any action
hereunder, Agent shall send notice thereof to each Lender and shall notify each
Lender at any time that the Majority Lenders (or such greater or lesser number
of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

                  11.2 Agent's Reliance, Etc.

                  Neither Agent, any Affiliate of Agent, nor any of their
respective directors, officers, agents or employees shall be liable in their
capacity as such for any action taken or omitted to be taken by it or them under
or in connection with this Agreement or the other Loan Documents, except for its
or their own gross negligence or willful misconduct. Without limitation of the
generality of the foregoing, Agent: (i) may treat each Lender party hereto as
the holder of Obligations until Agent receives written notice of the assignment
or transfer of such Lender's portion of the Obligations signed by such Lender
and in form reasonably satisfactory to Agent; (ii) may consult with legal
counsel, independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts, (iii)
makes no warranties or representations to any Lender and shall not be
responsible to any Lender for any recitals, statements, warranties or
representations made in or in connection with this Agreement or any other Loan
Documents; (iv) shall not have any duty beyond Agent's customary practices in
respect of loans in which Agent is the only lender, to ascertain or to inquire
as to the performance or observance of any of the terms, covenants or conditions
of this Agreement or the other Loan Documents on the part of any Borrower, to
inspect the property (including the books and records) of any Borrower, to
monitor the financial condition of any Borrower or to ascertain the existence or
possible existence or continuation of any Default or Event of Default; (v) shall
not be responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or the other
Loan Documents or any other instrument or document furnished pursuant hereto or
thereto; (vi) shall not be liable to any Lender for any action taken, or
inaction, by Agent upon the instructions of Majority Lenders pursuant to Section
11.1 hereof or refraining to take any action pending such instructions; (vii)
shall not be liable for any apportionment or distributions of payments made by
it in good faith pursuant to Section 3 hereof; (viii) shall incur no liability
under or in respect of this Agreement or the other Loan Documents by acting upon
any notice, consent, certificate, message or other instrument or writing (which
may be by telephone, facsimile, telegram, cable or telex) believed

                                       66

<PAGE>

in good faith by it to be genuine and signed or sent by the proper party or
parties; and (ix) may assume that no Event of Default has occurred and is
continuing, unless Agent has actual knowledge of the Event of Default, has
received notice from a Borrower or a Borrower's independent certified public
accountants stating the nature of the Event of Default, or has received notice
from a Lender stating the nature of the Event of Default and that such Lender
considers the Event of Default to have occurred and to be continuing. In the
event any apportionment or distribution described in clause (vii) above is
determined to have been made in error, the sole recourse of any Person to whom
payment was due but not made shall be to recover from the recipients of such
payments any payment in excess of the amount to which they are determined to
have been entitled.

                  11.3 Fleet and Affiliates.

                  With respect to its commitment hereunder to make Loans, Fleet
shall have the same rights and powers under this Agreement and the other Loan
Documents as any other Lender and may exercise the same as though it were not
Agent; and the terms "Lender," "Lenders" or "Majority Lenders" shall, unless
otherwise expressly indicated, include Fleet in its individual capacity as a
Lender. Fleet and its Affiliates may lend money to, and generally engage in any
kind of business with, each Borrower, and any Person who may do business with or
own Securities of each Borrower all as if Fleet were not Agent and without any
duty to account therefor to any other Lender.

                  11.4 Lender Credit Decision.

                  Each Lender acknowledges that it has, independently and
without reliance upon Agent or any other Lender and based on the financial
statements referred to herein and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement. Agent
shall not have any duty or responsibility, either initially or on an ongoing
basis, to provide any Lender with any credit or other similar information
regarding any Borrower.

                  11.5 Indemnification.

                  Lenders agree to indemnify Agent and Arranger (to the extent
not reimbursed by Borrowers), in accordance with their respective Aggregate
Percentages, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by, or
asserted against Agent or Arranger in any way relating to or arising out of this
Agreement or any other Loan Document or any action taken or omitted by Agent or
Arranger under this Agreement; provided that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from Agent's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender agrees to reimburse Agent and Arranger promptly upon demand for its
ratable share, as set forth above, of any out-of-pocket expenses (including
reasonable attorneys' fees) incurred by

                                       67

<PAGE>

Agent or Arranger in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiation, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement and each other Loan Document,
to the extent that Agent or Arranger, as applicable, is not reimbursed for such
expenses by Borrowers. The obligations of Lenders under this Section 11.5 shall
survive the payment in full of all Obligations and the termination of this
Agreement. If after payment and distribution of any amount by Agent to Lenders,
any Lender or any other Person, including any Borrower, any creditor of any
Borrower, a liquidator, administrator or trustee in bankruptcy, recovers from
Agent or Arranger any amount found to have been wrongfully paid to Agent or
Arranger or disbursed by Agent or Arranger to Lenders, then Lenders, in
accordance with their respective Aggregate Percentages, shall reimburse Agent or
Arranger, as applicable, for all such amounts.

                  11.6 Rights and Remedies to be Exercised by Agent Only.

                  Each Lender agrees that, except as set forth in Section 10.4,
no Lender shall have any right individually (i) to realize upon the security
created by this Agreement or any other Loan Document, (ii) to enforce any
provision of this Agreement or any other Loan Document, or (iii) to make demand
for payment by Borrower or any Guarantor under this Agreement or any other Loan
Document.

                  11.7 Agency Provisions Relating to Collateral.

                  Each Lender authorizes and ratifies Agent's entry into this
Agreement and the Security Documents for the benefit of Lenders. Each Lender
agrees that any action taken by Agent with respect to the Collateral in
accordance with the provisions of this Agreement or the Security Documents, and
the exercise by Agent of the powers set forth herein or therein, together with
such other powers as are reasonably incidental thereto, shall be authorized and
binding upon all Lenders. Agent is hereby authorized on behalf of all Lenders,
without the necessity of any notice to or further consent From any Lender to
take any action with respect to any Collateral or the Loan Documents which may
be necessary to perfect and maintain perfected Agent's Liens upon the
Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby
irrevocably authorize Agent, at its option and in its discretion, to release any
Lien granted to or held by Agent upon any Collateral (i) upon termination of the
Agreement and payment and satisfaction of all Obligations; it being understood
that Agent shall release its Lien on the Collateral upon termination of the
Agreement pursuant to release documentation that is reasonably requested by
Borrowers (and Agent agrees with Borrowers to provide such release); or (ii)
constituting property being sold or disposed of if the sale or disposition is
made in compliance with subsection 8.2.9, as it may be amended From time to time
in accordance with the provisions of Section 12.3; it being understood that
Agent shall release its Lien on any Collateral that is sold or otherwise
disposed of in compliance with subsection 8.2.9 pursuant to release
documentation that is reasonably requested by Borrowers (and Agent agrees with
Borrowers to provide such releases); or (iii) constituting property in which no
Borrower owned any interest at the time the Lien was granted or at any time
thereafter; or (iv) in connection with any foreclosure sale or other enforcement
action with respect to Collateral or in connection with the other exercise by
Agent of remedies hereunder or under another Loan Document, in each case after
the occurrence and during the continuation of an Event of Default or (v) if
approved,

                                       68

<PAGE>

authorized or ratified in writing by Agent at the direction of all Lenders. Upon
request by Agent at any time, Lenders will confirm in writing Agent's authority
to release particular types or items of Collateral pursuant hereto. Agent shall
have no obligation whatsoever to any Lender or to any other Person to assure
that the Collateral exists or is owned by any Borrower or is cared for,
protected or insured or has been encumbered or that the Liens granted to Agent
herein or pursuant to the Security Documents have been properly or sufficiently
or lawfully created, perfected, protected or enforced or are entitled to any
particular priority, or to exercise at all or in any particular manner or under
any duty of care, disclosure or fidelity, or to continue exercising, any of its
rights, authorities and powers granted or available to Agent in this Section
11.7 or in any of the Loan Documents, it being understood and agreed that in
respect of the Collateral, or any act, omission or event related thereto, Agent
may act in any manner it may deem appropriate, in its sole discretion, but
consistent with the provisions of this Agreement, including given Agent's own
interest in the Collateral as a Lender and that Agent shall have no duty or
liability whatsoever to any Lender.

                  11.8 Agent's Right to Purchase Commitments.

                  Agent shall have the right, but shall not be obligated, at any
time upon written notice to any Lender and with the consent of such Lender,
which may be granted or withheld in such Lender's sole discretion, to purchase
for Agent's own account all of such Lender's interests in this Agreement, the
other Loan Documents and the Obligations, for the face amount of the outstanding
Obligations owed to such Lender, including without limitation all accrued and
unpaid interest and fees.

                  11.9 Right of Sale; Assignment; Participations.

                  Each Borrower hereby consents to any Lender's participation,
sale, assignment, transfer or other disposition, at any time or times hereafter,
of this Agreement and any of the other Loan Documents, or of any portion hereof
or thereof, including, without limitation, such Lender's rights, title,
interests, remedies, powers, and duties hereunder or thereunder subject to the
terms and conditions set forth below:

                  11.9.1 Sales Assignments. Each Lender hereby agrees that, with
         respect to any sale or assignment (i) no such sale or assignment shall
         be for an amount of less than $5,000,000 or any integral multiple of
         $1,000,000 in excess thereof (or, if less, the aggregate amount of the
         Loans and Loan Commitments of such Lender), (ii) Agent and, in the
         absence of a Default or Event of Default, Borrowers, must consent, such
         consent not to be unreasonably withheld, to each such assignment to a
         Person that is not an original signatory to this Agreement, (iii) the
         assigning Lender shall pay to Agent a processing and recordation fee of
         $3,500 and any out-of-pocket attorneys' fees and expenses incurred by
         Agent in connection with any such sale or assignment and (iv) Agent,
         the assigning Lender and the assignee Lender shall each have executed
         and delivered an Assignment and Acceptance Agreement. After such sale
         or assignment has been consummated and the Register is updated (x) the
         assignee Lender thereupon shall become a "Lender" for all purposes of
         this Agreement and (y) the assigning Lender shall have no further
         liability for funding the portion of Revolving Loan Commitments assumed
         by such other Lender.

                                       69

<PAGE>

                  11.9.2 Participations. Upon the consent of Agent and, in the
         absence of an Event of Default, Borrowers (such consent not to be
         unreasonably withheld), any Lender may grant participations in its
         extensions of credit hereunder to any other Lender or other lending
         institution (a "Participant"), provided that (i) no such participation
         shall be for an amount of less than $5,000,000 or any integral multiple
         of $1,000,000 in excess thereof (or, if less, the aggregate amount of
         the Loans and Loan Commitments of such Lender), (ii) no Participant
         shall thereby acquire any direct rights under this Agreement, (iii) no
         Participant shall be granted any right to consent to any amendment,
         except to the extent any of the same pertain to (1) reducing the
         aggregate principal amount of, or interest rate on, or fees applicable
         to, any Loan or (2) extending the final stated maturity of any Loan or
         the stated maturity of any portion of any payment of principal of, or
         interest or fees applicable to, any of the Loans; provided, that the
         rights described in this subclause (2) shall not be deemed to include
         the right to consent to any amendment with respect to or which has the
         effect of requiring any mandatory prepayment of any portion of any Loan
         or any amendment or waiver of any Default or Event of Default, (iv) no
         sale of a participation in extensions of credit shall in any manner
         relieve the originating Lender of its obligations hereunder, (v) the
         originating Lender shall remain solely responsible for the performance
         of such obligations, (vi) Borrowers and Agent shall continue to deal
         solely and directly with the originating Lender in connection with the
         originating Lender's rights and obligations under this Agreement and
         the other Loan Documents, (vii) in no event shall any financial
         institution purchasing the participation grant a participation in its
         participation interest in the Loans without the prior written consent
         of Agent, and, in the absence of a Default or an Event of Default,
         Borrowers, which consents shall not unreasonably be withheld and (viii)
         all amounts payable by Borrowers hereunder shall be determined as if
         the originating Lender had not sold any such participation.

                  11.9.3 Certain Agreements of Borrowers. Each Borrower agrees
         that (i) it will use its commercially reasonable efforts to cooperate
         with each Lender to effect the sale of participation in or assignments
         of any of the Loan Documents or any portion thereof or interest
         therein, including, without limitation, assisting in the preparation of
         appropriate disclosure documents and making members of management
         available at reasonable times to meet with and answer questions of
         potential assignees and Participants; and (ii) subject to the
         provisions of Section 12.15 hereof, such Lender may disclose credit
         information regarding each Borrower to any potential Participant or
         assignee.

                  11.9.4 Non U.S. Resident Transferees. If, pursuant to this
         Section 11.9, any interest in this Agreement or any Loans is
         transferred to any transferee which is organized under the laws of any
         jurisdiction other than the United States or any state thereof, the
         transferor Lender shall cause such transferee (other than any
         Participant), and may cause any Participant, concurrently with and as a
         condition precedent to the effectiveness of such transfer, to (i)
         represent to the transferor Lender (for the benefit of the transferor
         Lender, Agent, and Borrowers) that under applicable law and treaties no
         taxes will be required to be withheld and paid by Agent, Borrowers or
         the transferor Lender with respect to any payments to be made to such
         transferee in respect of the interest so transferred and (ii) comply
         with the provisions of Section 2.12(b).

                                       70

<PAGE>

                  11.9.5 Register. Pursuant to this subsection 11.9.5, Borrowers
         hereby designate Agent to serve as agent for the purposes of this
         subsection 11.9.5, and Agent agrees, to maintain, or cause to be
         maintained at its offices, a listing of the name and address of each
         Lender and the Revolving Loan Commitment of, the principal balance of
         and stated interest on the Loans owing to, each Lender (the
         "Register"). The entries in such listing shall be conclusive and
         binding for all purposes, absent manifest error, and Borrowers, Agent
         and Lenders shall treat each Person whose name is recorded in the
         Register as a Lender hereunder for all purposes of this Agreement.
         Loans and Commitments may be assigned or sold in whole or in part only
         by recordation of such assignment or sale in the Register. The Register
         shall be available for inspection by Borrowers and any Lender at any
         reasonable time upon reasonable prior notice.

                  11.10 [INTENTIONALLY OMITTED].

                  11.11 Resignation of Agent: Appointment of Successor.

                  Agent may resign as Agent by giving not less than thirty (30)
days' prior written notice to Lenders and Borrowers. If Agent shall resign under
this Agreement, then, (i) subject to the consent of Borrowers (which consent
shall not be unreasonably withheld and which consent shall not be required
during any period in which a Default or an Event of Default exists), Majority
Lenders shall appoint from among Lenders a successor agent for Lenders or (ii)
if a successor agent shall not be so appointed and approved within the thirty
(30) day period following Agent's notice to Lenders and Borrowers of its
resignation, then Agent shall appoint a successor agent who shall serve as Agent
until such time as Majority Lenders appoint a successor agent, subject to
Borrowers' consent as set forth above. Upon its appointment, such successor
agent shall succeed to the rights, powers and duties of Agent and the term
"Agent" shall mean such successor effective upon its appointment, and the former
Agent's rights, powers and duties as Agent shall be terminated without any other
or further act or deed on the part of such former Agent or any of the parties to
this Agreement. After the resignation of any Agent hereunder, the provisions of
this Section 11 shall inure to the benefit of such former Agent and such former
Agent shall not by reason of such resignation be deemed to be released from
liability for any actions taken or not taken by it while it was an Agent under
this Agreement.

                  11.12 Audit and Examination Reports: Disclaimer by Lenders.

                  By signing this Agreement, each Lender:

                           (a) is deemed to have requested that Agent furnish
                  such Lender, promptly after it becomes available, a copy of
                  each audit or examination report (each a "Report" and
                  collectively, "Reports") prepared by or on behalf of Agent;

                           (b) expressly agrees and acknowledges that Agent (i)
                  does not make any representation or warranty as to the
                  accuracy of any Report, and (ii) shall not be liable for any
                  information contained in any Report;

                           (c) expressly agrees and acknowledges that the
                  Reports are not comprehensive audits or examinations, that
                  Agent or other party performing any audit or examination will
                  inspect only specific information regarding each

                                       71

<PAGE>

                  Borrower and will rely significantly upon each Borrower's
                  books and records, as well as on representations of each
                  Borrower's personnel;

                           (d) agrees to keep all Reports confidential and
                  strictly for its internal use, and not to distribute except to
                  its assignees or participants, or use any Report in any other
                  manner, in accordance with the provisions of Section 12.15;
                  and

                           (e) without limiting the generality of any other
                  indemnification provision contained in this Agreement, agrees:
                  (i) to hold Agent and any such other Lender preparing a Report
                  harmless from any action the indemnifying Lender may take or
                  conclusion the indemnifying Lender may reach or draw from any
                  Report in connection with any loans or other credit
                  accommodations that the indemnifying Lender has made or may
                  make to any Borrower, or the indemnifying Lender's
                  participation in, or the indemnifying Lender's purchase of, a
                  loan or loans of any Borrower; and (ii) to pay and protect,
                  and indemnify, defend and hold Agent and any such other Lender
                  preparing a Report harmless from and against, the claims,
                  actions, proceedings, damages, costs, expenses and other
                  amounts (including attorney's fees and expenses) incurred by
                  Agent and any such other Lender preparing a Report as the
                  direct or indirect result of any third parties who might
                  obtain all or part of any Report through the indemnifying
                  Lender.

                  11.13 Syndication Agent, Documentation Agent and Arranger.

                  None of the Syndication Agent, the Documentation Agent or the
Arranger identified in the introductory paragraph of this Agreement, in its
capacity as such, shall have any rights, powers, duties or responsibilities, and
no rights, powers, duties or responsibilities shall be read into this Agreement
or any other Loan Document or otherwise exist on behalf of or against such
entity, in its capacity as such. If any of the Syndication Agent, the
Documentation Agent or the Arranger resigns, in its capacity as such, no
successor Syndication Agent, Documentation Agent or Arranger (as applicable)
shall be appointed.

                  11.14 Real Property Collateral.

                  Notwithstanding any provision of this Agreement or any other
Loan Document to the contrary, Agent shall not take any action to foreclose
upon, acquire or take possession of or occupy, or exercise any remedies by which
it will take title or otherwise come into ownership in respect of Collateral
consisting of real Property (the "Affected Collateral") or purchase or otherwise
acquire (including in lieu of actual payment of a purchase price) any stock or
other equity interest in any Borrower or other Person that owns the Affected
Collateral unless and until (i) Lenders have obtained, at Borrowers' joint and
several expense, a Phase II environmental site assessment with respect to the
Affected Collateral, prepared by an environmental consultant reasonably
acceptable to Lenders and (ii) each Lender has confirmed that no remediation is
required by such Lender or that any remediation has been completed to the
satisfaction of such Lender with respect to the Affected Collateral.

                                       72
<PAGE>

                           SECTION 12. MISCELLANEOUS

                  12.1 Power of Attorney.

                  Each Borrower hereby irrevocably designates, makes,
constitutes and appoints Agent (and all Persons designated by Agent) as such
Borrower's true and lawful attorney (and agent-in-fact), solely with respect to
the matters set forth in this Section 12.1, and Agent, or Agent's agent, may,
without notice to any Borrower and in such Borrower's or Agent's name, but at
the cost and expense of such Borrower:

                  12.1.1 Subject to the third sentence of subsection 3.4.1 to
         the extent that the taking of any action pursuant to this subsection
         12.1.1 causes a credit balance to exist in the Loan Account, at such
         time or times as Agent or said agent, in its sole discretion, may
         determine, endorse such Borrower'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 Agent or
         under Agent's control.

                  12.1.2 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 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 such Borrower's 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 Agent deems advisable, and at 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 at any time when a Dominion Period is in effect; (v)
         prepare, file and sign such Borrower'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;

                           (i)      receive, open and dispose of all mail
                  addressed to such Borrower 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
                  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 Agent to such Borrower in accordance with written
                  instructions provided by such Borrower; (vii) endorse the name
                  of such Borrower upon any of the items of payment or proceeds
                  relating to any Collateral and deposit the same to the account
                  of Agent on account of the Obligations; (viii) endorse the
                  name of such Borrower upon any chattel paper, document,
                  instrument, invoice, freight bill, bill of lading or similar
                  document or agreement relating to any Collateral; (ix) use
                  such Borrower's stationery and sign the name of such Borrower
                  to verifications of

                                       73
<PAGE>

                  the Accounts and notices thereof to Account Debtors (provided
                  that Agent shall deliver drafts of any such written
                  communication to such Borrower 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, in Agent's determination, to fulfill such
                  Borrower's obligations under this Agreement.

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

                  12.2 Indemnity.

                  Each Borrower hereby agrees to jointly and severally indemnify
Agent, Arranger and each Lender (and each of their Affiliates) and hold Agent,
Arranger and each Lender (and each of their Affiliates) harmless from and
against any liability, loss, damage, suit, action or proceeding suffered or
incurred by any such Person (including reasonable documented attorneys fees and
legal expenses) as the result of such Borrower's failure to observe, perform or
discharge such Borrower's duties hereunder (subject to subsection 2.12) or
arising From or relating to this Agreement, the other Loan Documents or the
transactions contemplated hereby or thereby, except those determined by a court
of competent jurisdiction in a final nonappealable judgment to have arisen out
of the bad faith, gross negligence or willful misconduct of, or breach of the
terms of this Agreement or any other Loan Document by, Agent, Arranger or such
Lender. In addition, each Borrower shall defend Agent, Arranger and each Lender
(and each of their Affiliates) against and hold it harmless from all claims of
any Person with respect to the Collateral (except those determined by a court of
competent jurisdiction in a final nonappealable judgment to have resulted from
the bad faith, gross negligence or intentional misconduct of, or breach of the
terms of this Agreement or any other Loan Document by, any such Person seeking
indemnity). Without limiting the generality of the foregoing, each Borrower
shall indemnify and hold harmless Agent, Arranger and each Lender (and each of
their Affiliates) from and against any loss, damage, cost, expense or liability
directly or indirectly arising out of or under the 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 arisen out
of the bad faith, gross negligence or willful misconduct of Agent, Arranger or
such Lender. Notwithstanding any contrary provision in this Agreement, the
obligation of each Borrower under this Section 12.2 shall survive the payment in
full of the non-indemnity Obligations and the termination of this Agreement.

                                       74
<PAGE>

                  12.3 Amendments.

                  No amendment or waiver of any provision of this Agreement or
any other Loan Document (including without limitation any Note), nor consent to
any departure by any Borrower therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Majority Lenders and Borrowers,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, that no amendment,
waiver or consent shall be effective, unless (i) in writing and signed by each
Lender, if it does any of the following: (1) increase or decrease the aggregate
Loan Commitments, or any Lender's Revolving Loan Commitment or Term Loan
Commitment, (2) reduce the principal of, or interest on, any amount payable on
any date hereunder or under any Note, other than those payable only to Fleet in
its capacity as Agent, which may be reduced by Fleet unilaterally, (3) decrease
any interest rate payable hereunder, the Unused Line Fee or any other fee
payable to Lenders (as opposed to Agent or Arranger), (4) postpone any date
fixed for any payment of principal of, or interest on, any amounts payable
hereunder or under any Note, other than those payable only to Fleet in its
capacity as Agent, which may be postponed by Fleet unilaterally; provided, that
notwithstanding the foregoing or any other provision of this Section 12.3 to the
contrary, the extension of a due date for a mandatory prepayment of the
Obligations required under subsection 3.3.1, 3.3.2 or 3.3.3 or a modification of
the manner in which any such prepayment is applied to the Obligations shall be
subject to the approval of the Majority Lenders and Borrowers, (5) modify the
definitions of any of the terms Borrowing Base (including, without limitation,
the percentages set forth in the definition of such term), Eligible Account,
Eligible Inventory, Eligible Adjusted Municipal Accounts, Availability Block, if
the effect of such modification is to increase the amount available to be
borrowed in respect of the Revolving Loans, or decrease the amount of the
Availability Block, or modify the definitions of any of the terms Dominion
Event, Dominion Period and Non-Core Fixed Assets, (6) reduce the number of
Lenders that shall be required for Lenders or any of them to take any action
hereunder, (7) release or discharge any Person (other than an Inactive
Subsidiary) liable for the performance of any obligations of any Borrower
hereunder or under any of the Loan Documents, (8) amend any provision of this
Agreement that requires the consent of all Lenders or consent to or waive any
breach thereof, (9) amend the definition of the term "Majority Lenders", (10)
amend this Section 12.3, subsection 1.1.2, subsection 1.1.4(i) or subsection
1.1.5, (11) release Collateral having a fair market value that exceeds
$5,000,000 in the aggregate, unless otherwise permitted pursuant to Section 11.7
hereof or (12) subordinate the Obligations to any other Indebtedness or
subordinate any of the Liens on the Collateral securing the Obligations to any
other Liens, except in the case of subordination of Agent's Liens on assets
subject to permitted Capitalized Lease Obligations or Permitted Purchase Money
Indebtedness (which Agent shall be permitted to effect without the consent of
any other Lender), or amend the terms of the Subordinated Bond Lien
Subordination Agreement; or (ii) in writing and signed by Agent in addition to
the Lenders required above to affect the rights or duties of Agent under this
Agreement, any Note or any other Loan Document. If a fee is to be paid by
Borrowers in connection with any waiver or amendment hereunder, the agreement
evidencing such amendment or waiver may, at the discretion of Agent (but shall
not be required to), provide that only Lenders executing such agreement by a
specified date may share in such fee (and in such case, such fee shall be
divided among the applicable Lenders on a pro rata basis without including the
interests of any Lenders who have not timely executed such agreement).

                                       75
<PAGE>

                  12.4 Sale of Interest.

                  No Borrower may sell, assign or transfer any interest in this
Agreement, any of the other Loan Documents, or any of the Obligations, or any
portion thereof, including, without limitation, such Borrower's rights, title,
interests, remedies, powers, and duties hereunder or thereunder, without the
prior written consent of Agent and each Lender.

                  12.5 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.

                  12.6 Successors and Assigns.

                  This Agreement, the Other Agreements and the Security
Documents shall be binding upon and inure to the benefit of the successors and
assigns of Borrowers, Agent and each Lender permitted under Section 11.9 hereof.

                  12.7 Cumulative Effect; Conflict of Terms.

                  The provisions of the Other Agreements and the Security
Documents are hereby made cumulative with the provisions of this Agreement.
Except as otherwise provided in any of the other Loan Documents by specific
reference to the applicable provision of this Agreement, if any provision
contained in this Agreement is in direct conflict with, or inconsistent with,
any provision in any of the other Loan Documents, the provision contained in
this Agreement shall govern and control.

                  12.8 Execution in Counterparts.

                  This Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts taken together shall constitute but one and the same instrument.

                  12.9 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 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:

                                       76
<PAGE>

         If to Agent:                     Fleet Capital Corporation
                                          One South Wacker Drive
                                          Suite 1400
                                          Chicago, Illinois 60606
                                          Attention: Loan Administration Manager
                                          Facsimile No.: (312) 827-4222

         With a copy to:                  Goldberg, Kohn, Bell, Black,
                                          Rosenbloom & Moritz, Ltd.
                                          55 East Monroe Street
                                          Suite 3700
                                          Chicago, Illinois 60603
                                          Attention: David L. Dranoff, Esq.
                                          Facsimile No.: (312) 332-2196

         If to any Borrower:              c/o Neenah Foundry Company
                                          2121 Brooks Avenue
                                          Neenah, Wisconsin 54956
                                          Attention: Mr. Gary LaChey
                                          Facsimile No.: (920) 729-3633

         With a copy to:                  Kirkland & Ellis LLP
                                          Citigroup Center
                                          153 E. 53rd Street
                                          New York, New York 10022
                                          Attention: Geoffrey W. Levin, Esq.
                                          Facsimile No.: (212) 446-4900

or to such other address as each party may designate for itself by notice given
in accordance with this Section 12.9; provided, however, that any notice,
request or demand to or upon Agent or a Lender pursuant to subsection 3.1.1 or
4.2.2 hereof shall not be effective until received by Agent or such Lender.

                  12.10 Consent.

                  Whenever Agent's, Majority Lenders' or all Lenders' consent is
required to be obtained under this Agreement, any of the Other Agreements or any
of the Security Documents as a condition to any action, inaction, condition or
event, except as otherwise specifically provided herein, Agent, Majority Lenders
or all Lenders, as applicable, shall be authorized to give or withhold such
consent in their sole and absolute discretion and to condition its consent upon
the giving of additional Collateral security for the Obligations, the payment of
money or any other matter.

                  12.11 Credit Inquiries.

                  Each Borrower hereby authorizes and permits Agent and each
Lender to respond to usual and customary credit inquiries from third parties
concerning such Borrower or any of its Subsidiaries, subject to the provisions
of Section 12.15.

                                       77
<PAGE>

                  12.12 Time of Essence.

                  Time is of the essence of this Agreement, the Other Agreements
and the Security Documents.

                  12.13 Entire Agreement.

                  This Agreement and the other Loan Documents, together with all
other instruments, agreements and certificates executed by the parties in
connection therewith or with reference thereto, embody the entire understanding
and agreement between the parties hereto and thereto with respect to the subject
matter hereof and thereof and supersede all prior agreements, understandings and
inducements, whether express or implied, oral or written.

                  12.14 Interpretation.

                  No provision of this Agreement or any of the other Loan
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 structured or dictated such
provision.

                  12.15 Confidentiality.

                  Agent and each Lender shall keep confidential (and shall use
best efforts to cause its respective agents to keep confidential) all nonpublic
information obtained pursuant to the requirements of this Agreement in
accordance with Agent's and such Lender's customary procedures for handling
confidential information of this nature and in accordance with safe and sound
banking practices and in any event may make disclosure reasonably required by a
prospective participant or assignee in connection with the contemplated
participation or assignment or as required or requested by any governmental
authority or representative thereof or pursuant to legal process and shall
require any such participant or assignee to agree to comply with this Section
12.15. In any event, however, Agent, each Lender, Borrowers and their Affiliates
(and any agent or representative thereof) may disclose to any and all Persons,
without limitation of any kind, the tax treatment and tax structure of the
transactions contemplated hereby and by the other Loan Documents and all
materials of any kind (including opinions or other tax analyses) that are
provided to Agent, any Lender, any Borrower or their Affiliates relating to such
tax treatment and tax structure; it being agreed and understood that (i) this
authorization is retroactively effective to the commencement of the first
discussions between or among any of the parties regarding the transactions
contemplated hereby and by the other Loan Documents and (ii) this authorization
is not intended to permit disclosure of any other information not relevant to
the tax treatment or tax structure of the transactions contemplated hereby,
including, without limitation, (a) any portion of any materials to the extent
not related to the tax treatment or tax structure of the transactions
contemplated hereby, (b) the identities of participants or potential
participants in the transactions contemplated hereby or (c) any other term or
detail not relevant to the tax treatment or the tax structure of the
transactions. The provisions of this Section 12.15 shall remain operative and in
full force and effect regardless of the expiration or termination of this
Agreement.

                                       78
<PAGE>

                  12.16 GOVERNING LAW: CONSENT TO FORUM.

                  THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED IN
AND SHALL BE DEEMED TO HAVE BEEN MADE IN CHICAGO, ILLINOIS. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF ILLINOIS (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 ILLINOIS, THE LAWS OF SUCH JURISDICTION SHALL GOVERN THE METHOD,
MANNER AND PROCEDURE FOR FORECLOSURE OF AGENT'S LIEN UPON SUCH COLLATERAL AND
THE ENFORCEMENT OF 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 ILLINOIS. AS PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED,
AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS
OF ANY BORROWER, AGENT OR ANY LENDER, EACH BORROWER HEREBY CONSENTS AND AGREES
THAT THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS, OR, AT AGENT'S OPTION, THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN
DIVISION, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR
DISPUTES BETWEEN BORROWERS ON THE ONE HAND AND AGENT OR ANY LENDER 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 THE CONFIRMATION
ORDER (OR IN ANY AGREEMENT TO WHICH ANY BORROWER IS A PARTY) TO THE CONTRARY,
EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN
ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH BORROWER HEREBY WAIVES
ANY OBJECTION WHICH SUCH BORROWER MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. EACH BORROWER 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 SUCH
BORROWER AT THE ADDRESS SET FORTH IN THIS AGREEMENT OR OTHERWISE PROVIDED TO
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 SUCH BORROWER'S
ACTUAL RECEIPT THEREOF OR 5 BUSINESS DAYS AFTER DEPOSIT IN THE U.S. MAILS,
PROPER POSTAGE PREP AID. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
AFFECT THE RIGHT OF AGENT OR ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY AGENT OR ANY LENDER
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.

                                       79
<PAGE>

                  12.17 WAIVERS.

                  EACH BORROWER WAIVES (I) THE RIGHT TO TRIAL BY JURY (WHICH
AGENT AND EACH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR
COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS,
THE OBLIGATIONS OR THE COLLATERAL; (II) PRESENTMENT, 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 AGENT OR ANY LENDER ON WHICH SUCH BORROWER MAY IN ANY WAY BE
LIABLE; (III) NOTICE PRIOR TO AGENT'S TAKING POSSESSION OR CONTROL OF THE
COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO
ALLOWING AGENT TO EXERCISE ANY OF AGENT'S REMEDIES; (IV) THE BENEFIT OF ALL
VALUATION, APPRAISEMENT AND EXEMPTION LAWS; (V) NOTICE OF ACCEPTANCE HEREOF AND
(VI) EXCEPT AS PROHIBITED BY LAW, ANY RIGHT TO CLAIM OR RECOVER ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES (SUCH DAMAGES BEING WAIVED BY BORROWERS ALSO BEING
WAIVED BY AGENT AND EACH LENDER). EACH BORROWER ACKNOWLEDGES THAT THE FOREGOING
WAIVERS ARE A MATERIAL INDUCEMENT TO AGENT'S AND EACH LENDER'S ENTERING INTO
THIS AGREEMENT AND THAT AGENT AND EACH LENDER IS RELYING UPON THE FOREGOING
WAIVERS IN ITS FUTURE DEALINGS WITH SUCH BORROWER. EACH BORROWER 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.

                  12.18 Advertisement.

                  Each Borrower hereby authorizes Agent to publish the name of
such Borrower and the amount of the credit facility provided hereunder in any
"tombstone" or comparable advertisement which Agent elects to publish. In
addition, each Borrower agrees that, notwithstanding the provisions of Section
12.15, Agent may provide lending industry trade organizations with information
necessary and customary for inclusion in league table measurements after the
Closing Date.

                  12.19 Non-Applicability of Exculpation Provisions in
Confirmation Order.

                  With respect to the Confirmation Order, Borrowers hereby agree
and confirm that the exculpation and limitation of liability provisions set
forth in Section 11 (c) thereof do not

                                       80
<PAGE>

apply to Agent or any Lender with respect to this Agreement, any other Loan
Document or the Loans contemplated to be made hereunder.

                                       81
<PAGE>

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

                              BORROWERS:

                              NEENAH FOUNDRY COMPANY

                              By  /s/ Gary La Chey
                                  __________________________________________
                              Its VP Finance, Treasurer, Secty. & CEO
                                  __________________________________________

                              DEETER FOUNDRY, INC.

                              By  /s/ Gary La Chey
                                  __________________________________________
                              Its VP Finance, Treasurer, Secty. & CEO
                                  _________________________________________

                              MERCER FORGE CORPORATION

                              By  /s/ Gary La Chey
                                  __________________________________________
                              Its VP Finance, Treasurer, Secty. & CEO
                                  _________________________________________

                              DALTON CORPORATION

                              By  /s/ Gary La Chey
                                  __________________________________________
                              Its VP Finance, Treasurer, Secty. & CEO
                                  _________________________________________

                              DALTON CORPORATION, STRYKER
                              MACHINING FACILITY CO.

                              By  /s/ Gary La Chey
                                  __________________________________________
                              Its VP Finance, Treasurer, Secty. & CEO
                                  _________________________________________

                                       82
<PAGE>

                              DALTON CORPORATION, WARSAW
                              MANUFACTURING FACILITY

                              By /s/ Gary La Chey
                                  __________________________________________
                              Its VP Finance, Treasurer, Secty. & CEO
                                  __________________________________________

                              ADVANCED CAST PRODUCTS, INC.

                              By /s/ Gary La Chey
                                  __________________________________________
                              Its VP Finance, Treasurer, Secty. & CEO
                                  __________________________________________

                              GREGG INDUSTRIES, INC.
                              By /s/ Gary La Chey
                                  __________________________________________
                              Its VP Finance, Treasurer, Secty. & CEO
                                  __________________________________________

                              A & M SPECIALTIES, INC.

                              By /s/ Gary La Chey
                                  __________________________________________
                              Its VP Finance, Treasurer, Secty. & CEO
                                  __________________________________________

                              NEENAH TRANSPORT, INC.

                              By /s/ Gary La Chey
                                  __________________________________________
                              Its VP Finance, Treasurer, Secty. & CEO
                                  __________________________________________

                              DALTON CORPORATION, KENDALL VILLE
                              MANUFACTURING FACILITY
                              By /s/ Gary La Chey
                                  __________________________________________
                              Its VP Finance, Treasurer, Secty. & CEO
                                  __________________________________________

                                       83
<PAGE>

                              AGENT, LENDERS AND LETTER OF CREDIT ISSUERS:

                              FLEET CAPITAL CORPORATION,
                                   as Agent and as a Lender

                              By  /s/ Jayne M. Weinjart
                                   __________________________________________
                              Its Vice President
                                   _________________________________________

                              Revolving Loan Commitment: $22,109,464.08
                              Term Loan Commitment: $6,975,535.92

                                       84
<PAGE>

                              CONGRESS FINANCIAL CORPORATION
                              (CENTRAL),
                                   as Syndication Agent and as a Lender

                              By  /s/ Jayne M. Weinjart
                                  ---------------------------------
                              Its Vice President
                                  ---------------------------------

                              Revolving Loan Commitment: $18.244,013,68
                              Term Loan Commitment: $5,755,986.32

                                       85
<PAGE>

                              GENERAL ELECTRIC CAPITAL
                              CORPORATION,
                                   as Documentation Agent and as a Lender

                              By  /s/ Jill Johnston
                                  ---------------------------------
                              Its Duly Authorized Signatory
                                  ---------------------------------

                              Revolving Loan Commitment: $18,244,013.68
                              Term Loan Commitment: $5,755,986.32

                              THE CIT GROUP/BUSINESS CREDIT, INC.,
                                   as a Lender

                              By  [Illegible]
                                  ---------------------------------
                              Its SVP
                                  ---------------------------------

                              Revolving Loan Commitment: $11,402,508.55
                              Term Loan Commitment: $3,597,491.45

                                       86
<PAGE>

                                   APPENDIX A

                               GENERAL DEFINITIONS

                  When used in the Loan and Security Agreement dated as of
October 8, 2003, by and among FLEET CAPITAL CORPORATION, individually as a
Lender and as Agent for Lenders, CONGRESS FINANCIAL CORPORATION (CENTRAL),
individually as a Lender and as Syndication Agent for Lenders, GENERAL ELECTRIC
CAPITAL CORPORATION, individually as a Lender and as Documentation Agent for
Lenders, FLEET SECURITIES, INC., as Arranger, the other financial institutions
which are or become parties thereto as Lenders and NEENAH FOUNDRY COMPANY AND
EACH SUBSIDIARY OF NEENAH FOUNDRY COMPANY IDENTIFIED ON THE SIGNATURES PAGES
THERETO AS A BORROWER, (a) the terms Account, Certificated Security, Chattel
Paper, Commercial Tort Claims, Deposit Account, Document, Electronic Chattel
Paper, Equipment, Financial Asset, Fixture, General Intangibles, Goods,
Instruments, Inventory, Investment Property, Letter of Credit Rights, Payment
Intangibles, Proceeds, Security Entitlement, Software, Supporting Obligations,
Tangible Chattel Paper and Uncertificated Security have the respective meanings
assigned thereto under the UCC; (b) all terms reflecting Collateral having the
meanings assigned thereto under the UCC shall be deemed to mean such Property,
whether now owned or hereafter created or acquired by a Borrower or in which
such Borrower now has or hereafter acquires any interest; ( c) capitalized terms
which are not otherwise defined have the respective meanings assigned thereto in
said Loan and Security Agreement; and (d) the following terms shall have the
following meanings (terms defined in the singular to have the same meaning when
used in the plural and vice versa):

                  Account Debtor - any Person who is or may become obligated
under or on account of any Account, Contract Right, Chattel Paper or General
Intangible.

                  Advanced Cast - Advanced Cast Products, Inc., a Delaware
corporation.

                  Affected Collateral - as defined in subsection 11.14 of the
Agreement.

                  Affiliate - a Person (other than a Subsidiary): (i) which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, a Person; (ii) which
beneficially owns or holds 10% or more of any class of the Voting Stock of a
Person; or (iii) 10% or more of the Voting Stock (or in the case of a Person
which is not a corporation, 10% or more of the equity interest) of which is
beneficially owned or held by a Person or a Subsidiary of a Person.

                  Agent - Fleet Capital Corporation in its capacity as agent for
the Lenders under the Agreement and any successor in that capacity appointed
pursuant to subsection 11.11 of the Agreement.

                  Agent Loans - as defined in subsection 1.1.5 of the Agreement.

                  Aggregate Percentage - with respect to each Lender, the
percentage equal to the quotient of (i) such Lender's Loan Commitment divided by
(ii) the aggregate of all Loan Commitments.

<PAGE>

                  Agreement - the Loan and Security Agreement referred to in the
first sentence of this Appendix A, all Exhibits and Schedules thereto and this
Appendix A, as each of the same may be amended from time to time.

                  Applicable Margin - from the Closing Date to, but not
including, the first Adjustment Date (as hereinafter defined) the percentages
set forth below with respect to the Base Rate Revolving Portion, the Base Rate
Term Portion, the LIBOR Revolving Portion, the LIBOR Term Portion and the Unused
Line Fee:

<TABLE>
<S>                                                           <C>
Base Rate Revolving Portion                                    1.25%
Base Rate Term Portion                                         1.75%
LIBOR Revolving Portion                                        2.75%
LIBOR Term Portion                                             3.25%
Unused Line Fee                                               0.500%
</TABLE>

                  The percentages set forth above will be adjusted on the first
day of the month following delivery by Borrowers to Agent of the financial
statements required to be delivered pursuant to subsection 8.1.3(ii) of the
Agreement for each March 31, June 30, September 30 and December 31 during the
Term, commencing with the financial statements required to be delivered for the
month ending March 31, 2004 (each such date, an "Adjustment Date"), effective
prospectively, by reference to the applicable "Financial Measurement" (as
defined below) for the four quarters most recently ending in accordance with the
following:

                  For Adjustment Dates through and including September 30, 2004:

<TABLE>
<CAPTION>
                                     Base Rate    Base Rate     LIBOR       LIBOR
                                     Revolving      Term      Revolving     Term         Unused
    Financial Measurement             Portion      Portion     Portion     Portion      Line Fee
----------------------------          -------      -------     -------     -------      --------
<S>                                  <C>          <C>         <C>          <C>          <C>
Less than 1.15 to 1.00                 1.50%        2.00%       3.00%       3.50%        0.500%

Greater than or equal to               1.25%        1.75%       2.75%       3.25%        0.500%
1.15 to 1.00 and less than
1.40 to 1.00

Greater than or equal to               1.00%        1.50%       2.50%       3.00%        0.375%
1.40 to 1.00 and less than
1.65 to 1.00

Greater than or equal to               0.75%        1.25%       2.25%       2.75%        0.375%
1.65 to 1.00
</TABLE>

                                      A-2
<PAGE>

                  For Adjustment Dates on and after December 31, 2004:

<TABLE>
<CAPTION>
                                     Base Rate                      LIBOR
                                     Revolving     Base Rate      Revolving       LIBOR         Unused
   Financial Measurement              Portion       Portion        Portion       Portion       Line Fee
---------------------------           -------       -------        -------       -------       --------
<S>                                  <C>          <C>             <C>            <C>          <C>
Less than 1.20 to 1.00                 1.50%         2.00%          3.00%         3.50%         0.500%

Greater than or equal to               1.25%         1.75%          2.75%         3.25%         0.500%
1.20 to 1.00 and less than
1.40 to 1.00

Greater than or equal to               1.00%         1.50%          2.50%         3.00%         0.375%
1.40 to 1.00 and less than
1.65 to 1.00

Greater than or equal to               0.75%         1.25%          2.25%         2.75%         0.375%
1.65 to 1.00
</TABLE>

provided that, (i) if Borrowers' audited financial statements for any fiscal
year delivered pursuant to subsection 8.1.3(i) of the Agreement reflect a
Financial Measurement that yields a different Applicable Margin than that
yielded by the monthly financial statements previously delivered pursuant to
subsection 8.1.3(ii) of the Agreement for the last month of such fiscal year,
the Applicable Margin shall be readjusted retroactively for the period that was
incorrectly calculated, (ii) if Borrowers fail to deliver the financial
statements required to be delivered pursuant to subsection 8.1.3(i) or
subsection 8.1.3(ii) of the Agreement on or before the due date thereof, the
Applicable Margin shall automatically adjust to the highest pricing tier set
forth above, effective prospectively from such due date until the date such
financial statements have been delivered and (iii) if the average daily sum of
the outstanding principal balance of the Revolving Credit Loans plus the LC
Amount is less than 50% of the Revolving Credit Maximum Amount for the most
recently completed monthly period, the Applicable Margin as it relates to the
Unused Line Fee shall automatically adjust to be 0.50%, effective retroactively
for such monthly period. For purposes hereof, "Financial Measurement" shall mean
the Fixed Charge Coverage Ratio.

                  Arranger - Fleet Securities, Inc., in its capacity as Arranger
under the Agreement.

                  Ashland Parcel - the real Property of Dalton - Ashland located
at 1681 Orange Road, Ashland, Ohio.

                  Assignment and Acceptance Agreement - an assignment and
acceptance agreement in the form attached hereto as Exhibit A-1 pursuant to
which a Lender assigns to another Lender all or any portion of any of such
Lender's Revolving Loan Commitment or Term Loan Commitment, as permitted
pursuant to the terms of this Agreement.

                  Availability Block - $5,000,000.

                  Bank - Fleet National Bank.

                  Bankruptcy Court - the United States Bankruptcy Court for the
District of Delaware.

                                      A-3
<PAGE>

                  Base Rate - the higher of (i) the rate of interest announced
or quoted by Bank from time to time as its prime rate for commercial loans,
whether or not such rate is the lowest rate charged by Bank to its most
preferred borrowers (and, if such prime rate for commercial loans is
discontinued by Bank as a standard, a comparable reference rate designated by
Bank as a substitute therefor) or (ii) the Federal Funds Rate plus 50 basis
points per annum.

                  Base Rate Portion - a Base Rate Term Portion or a Base Rate
Revolving Portion.

                  Base Rate Revolving Portion - that portion of the Revolving
Credit Loans that is not subject to a LIBOR Option.

                  Base Rate Term Portion - that portion of the Term Loan that is
not subject to a LIBOR Option.

                  Belcher - Belcher Corporation, a Delaware corporation.

                  Belcher Parcel - the real Property in which Belcher bas an
interest that is located at 558 Foundry Street, Easton, Massachusetts.

                  Borrowing Base - as at any date of determination thereof, an
amount equal to the lesser of:

1.  the Revolving Credit Maximum Amount; or

2.  an amount equal to the sum of

1.  85% of the net amount of Eligible Accounts outstanding at such date; plus

2.  the lesser of (1) $3,000,000 or (2) 50% of the net amount of Eligible
Adjusted Municipal Accounts outstanding at such date; plus

3.  the least of (i) $27,000,000, (ii) 85% of the net orderly liquidation
percentage of each category or type of Eligible Inventory at such date or (iii)
the sum of (A) 65% of the book value of Eligible Inventory consisting of work in
process or finished goods at such date plus (B) 50% of the book value of
Eligible Inventory consisting of raw materials or supplies at such date; minus

4.  the Availability Block.

                  During the occurrence and continuance of an Event of Default,
the limitations set forth in the immediately preceding sentence may be adjusted
downward by Agent and the requirements in the definitions of Eligible Accounts,
Eligible Adjusted Municipal Accounts and Eligible Inventory may be supplemented
by Agent, as Agent shall deem necessary or appropriate in its reasonable credit
judgment (with Agent agreeing to provide Borrowers with reasonably prompt notice
of the making of any such adjustment or the establishment of any such
supplement). For purposes hereof, (1) the net amount of Eligible Accounts at any
time shall be the face amount of such Eligible Accounts less any and all
returns, rebates, discounts (which may, at Agent's option, be calculated on
shortest terms), credits, allowances or excise taxes of

                                      A-4
<PAGE>

any nature at any time issued, owing, claimed by Account Debtors, granted,
outstanding or payable in connection with such Accounts at such time, (2) the
amount of Eligible Inventory shall be determined on a first-in, first-out, lower
of cost or market basis in accordance with GAAP and (3) the net orderly
liquidation percentage of each category or type of Eligible Inventory shall be
determined by a third party appraiser reasonably acceptable to Agent and shall
be as reflected in the most recent Inventory appraisal delivered to Agent under
this Agreement.

                  Borrowing Base Certificate - a certificate by a responsible
officer of Neenah, substantially in the form of Exhibit 8.1.4 (or another form
reasonably acceptable to Agent) setting forth the calculation of the Borrowing
Base, including a calculation of each component thereof, all in such detail as
shall be reasonably satisfactory to Agent. All calculations of the Borrowing
Base in connection with the preparation of any Borrowing Base Certificate shall
originally be made by Neenah and certified to Agent.

                  Business Day - any day excluding Saturday, Sunday and any day
which is a legal holiday under the laws of the State of Wisconsin, the State of
Connecticut or the State of Illinois or is a day on which banking institutions
located in any of such states are closed.

                  Capital Expenditures - expenditures made or liabilities
incurred for the acquisition of any fixed assets or improvements, replacements,
substitutions or additions thereto which have a useful life of more than one
year, including the total principal portion of Capitalized Lease Obligations,
that are required to be capitalized under GAAP.

                  Capitalized Lease Obligation - any Indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP.

                  Cast Alloys - Cast Alloys, Inc., a California corporation.

                  Chapter 11 Debtors - Each of the Debtors-in-Possession
identified in the Plan of Reorganization.

                  Closing Date - the date on which all of the conditions
precedent in Section 9 of the Agreement are satisfied or waived and the initial
Loan is made or the initial Letter of Credit or LC Guaranty is issued under the
Agreement.

                  Collateral - all of the Property and interests in Property
described in Section 5 of the Agreement, and all other Property and interests in
Property that now or hereafter secure the payment and performance of any of the
Obligations.

                  Compliance Certificate - as defined in subsection 8.1.3 of the
Agreement.

                  Computer Hardware and Software - all of each Borrower'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

                                      A-5
<PAGE>

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.

                  Confirmation Order - the order of the Bankruptcy Court
confirming the Plan of Reorganization pursuant to Section 1129 of the United
States Bankruptcy Code.

                  Consolidated - the consolidation in accordance with GAAP of
the accounts or other items as to which such term applies.

                  Continuing Director - as of any date of determination, any
member of the board of directors of Neenah, Parent or Ultimate Parent who (i)
was a member of such board of directors as of the date of the Agreement, (ii)
was nominated for election or elected to such board of directors with the
affirmative vote of a majority of the Continuing Directors who were members of
such board of directors at the time of such nomination or election or (iii) was
selected by MacKay Shields LLC, Citicorp Mezzanine III, LP. or the Trust Company
of the West.

                  Contract Right - any right of each Borrower to payment under a
contract for the sale or lease of goods or the rendering of services, which
right is at the time not yet earned by performance.

                  Current Assets - at any date means all of the current assets
of a Person would be properly classified as current assets shown on a balance
sheet at such date in accordance with GAAP.

                  Dalton - Dalton Corporation, an Indiana corporation.

                  Dalton - Ashland - Dalton Corporation, Ashland Manufacturing
Facility, an Ohio corporation.

                  Deeter - Deeter Foundry, Inc., a Nebraska corporation.

                  Default - an event or condition the occurrence of which would,
with the lapse of time or the giving of notice, or both, become an Event of
Default.

                  Default Rate - as defined in subsection 2.1.2 of the
Agreement.

                  Deferrable Interest - interest accruing on the Subordinated
Bonds, the payment of which Neenah may elect to defer until the maturity date of
the Subordinated Bonds pursuant to the Subordinated Bond Documents (each as in
effect as of the date hereof)

                  Derivative Obligations - every obligation of a Person under
any forward contract, futures contract, exchange contract, swap, option or other
financing agreement or arrangement (including, without limitation, caps, floors,
collars and similar agreement), the value of which is dependent upon interest
rates, currency exchange rates, commodities or other indices.

                                      A-6
<PAGE>

                  Disclosure Statement - the Disclosure Statement of Chapter 11
Debtors relating to the Plan of Reorganization and dated as of July 1, 2003.

                  Distribution - in respect of any Person means and includes:
(i) the payment of any dividends or other distributions on Securities (except
distributions in such Securities) and (ii) the redemption or acquisition of
Securities of such Person, as the case may be, unless made contemporaneously
from the net proceeds of the sale of Securities.

                  Documentation Agent - General Electric Capital Corporation, in
its capacity as Documentation Agent under the Agreement.

                  Dominion Account - a special bank account or accounts of Agent
established by a Borrower pursuant to subsection 6.2.4 of the Agreement at banks
selected by such Borrower, but acceptable to Agent in its reasonable discretion,
and over which Agent shall have sole and exclusive access and control for
withdrawal purposes.

                  Dominion Event - the occurrence of either one of the following
events on any date after the end of the Initial Dominion Period: (a) average
Availability (as determined by Agent in its reasonable credit judgment) for the
thirty (30) day period ending on such date is less than $30,000,000 or (b) an
Event of Default occurs.

                  Dominion Period - (i) the Initial Dominion Period and (ii) at
any time after the Initial Dominion Period has ended, the period commencing with
prior written notice by Agent to Borrowers of the occurrence of a Dominion Event
and ending (a) no less than 60 days thereafter and (b) only after such Dominion
Event is no longer in existence or has been waived by Majority Lenders for a
period of at least 60 consecutive days, provided, that no other Dominion Event
has been in existence during such 60 consecutive day period.

                  Eligible Account - an Account arising in the ordinary course
of the business of a Borrower from the sale of goods or rendition of services;
provided, that no Account shall be an Eligible Account if:

5.  it arises out of a sale made or services rendered by a Borrower to a
Subsidiary of a Borrower or an Affiliate of a Borrower or to a Person controlled
by an Affiliate of a Borrower (unless it is an Account arising out of an
arms-length transaction with a Person that is an Affiliate of a Borrower, or a
Person controlled by an Affiliate of a Borrower, solely by virtue of being a
portfolio company of a Permitted Holder); or

6.  (1) it is not a Municipal Account and it remains unpaid more than 90 days
after the original invoice date shown on the invoice or more than 60 days after
the original due date shown on the invoice; or (2) it is a Municipal Account and
it remains unpaid more than 120 days after the original invoice date shown on
the invoice or more than 90 days after the original due date shown on the
invoice; or

7.  the total Accounts of the Account Debtor exceed 20% of the net amount of all
Eligible Accounts, but only to the extent of such excess; or

                                      A-7
<PAGE>

                           8. any covenant, representation or warranty contained
                  in the Agreement with respect to such Account has been
                  breached; or

                           9. the Account Debtor is also a creditor or supplier
                  of a Borrower or any Subsidiary of a Borrower, or the Account
                  Debtor has disputed liability with respect to such Account, or
                  the Account Debtor has made any claim with respect to any
                  other Account due from such Account Debtor to a Borrower or
                  any Subsidiary of a Borrower, or the Account otherwise is
                  subject to right of setoff by the Account Debtor, provided,
                  that in each case any such Account shall be eligible to the
                  extent such amount thereof exceeds such contract, dispute,
                  claim, setoff or similar right; or

                           10. the Account Debtor has commenced a voluntary case
                  under the federal bankruptcy laws, as now constituted or
                  hereafter amended, or made an assignment for the benefit of
                  creditors, or a decree or order for relief has been entered by
                  a court having jurisdiction in the premises in respect of the
                  Account Debtor in an involuntary case under the federal
                  bankruptcy laws, as now constituted or hereafter amended, or
                  any other petition or other application for relief under the
                  federal bankruptcy laws, as now constituted or hereafter
                  amended, has been filed against the Account Debtor, or if the
                  Account Debtor has suspended business or consented to or
                  suffered a receiver, trustee, liquidator or custodian to be
                  appointed for it or for all or a significant portion of its
                  assets or affairs; or

                           11. it arises from a sale made or services rendered
                  to an Account Debtor outside the United States, unless the
                  sale is either (1) to an Account Debtor located in Ontario or
                  any other province of Canada in which the Personal Property
                  Security Act has been adopted in substantially the same form
                  as currently in effect in Ontario or (2) on letter of credit,
                  guaranty or acceptance terms (with the rights thereunder
                  having been assigned to Agent), in each case acceptable to
                  Agent in its reasonable credit judgment; or

                           12. (1) it arises from a sale to the Account Debtor
                  on a bill-and-hold, guaranteed sale, sale-or-return,
                  sale-on-approval, consignment, or any other repurchase or
                  return basis, except to the extent that (a) the sale has been
                  completed, (b) an invoice has been generated, (c) such goods
                  are no longer subject to return and (d) payment of the invoice
                  is unconditionally due from the Account Debtor; or (2) it is
                  subject to a reserve established by a Borrower for potential
                  returns or refunds, to the extent of such reserve; or

                           13. the Account Debtor is the United States of
                  America or any department, agency or instrumentality thereof,
                  unless the applicable Borrower assigns its right to payment of
                  such Account to Agent, in a manner satisfactory to Agent, in
                  its reasonable credit judgment, so as to comply with the
                  Assignment of Claims Act of 1940 (31 U.S.C. Section 203 et
                  seq., as amended); or

                                      A-8

<PAGE>
         14.  it is not subject to Agent's duly perfected, first priority
security interest or is subject to a Lien that is not a Permitted Lien (but only
to the extent of the underlying obligation which such Lien secures); or

         15.  the goods giving rise to such Account have not been delivered to
and accepted by the Account Debtor or the services giving rise to such Account
have not been performed by the applicable Borrower and accepted by the Account
Debtor or the Account otherwise does not represent a final sale; or

         16.  the Account is evidenced by chattel paper or an instrument of any
kind, or has been reduced to judgment; or

         17.  a Borrower or a Subsidiary of a Borrower has made any agreement
with the Account Debtor for any extension, compromise, settlement or
modification of the Account or deduction therefrom, except for volume discounts
and discounts or allowances which are made in the ordinary course of business
(in each case which discounts or allowances are reflected in the calculation of
the face value of each invoice related to such Account); or

         18.  25% or more of the Accounts owing from the Account Debtor are not
Eligible Accounts hereunder; or

         19.  it represents service charges, late fees or similar charges.

                  Eligible Adjusted Municipal Account - a Municipal Account that
(a) would constitute an "Eligible Account" without the application of the
requirements in clause (ii) of the definition thereof and (b) does not remain
unpaid more than 180 days after the original invoice date shown on the invoice
or more 150 days after the original due date shown on the invoice.

                  Eligible Inventory - Inventory of a Borrower (other than
packaging materials, tooling, patterns, samples and literature); provided, that
no Inventory shall be Eligible Inventory if:

         1.  it is not raw materials, supplies, work in process that is, in
Agent's opinion, readily marketable in its current form or finished goods which
meet the specifications of the purchase order or contract for such Inventory, if
any; or

         2.  it is not in good, new and saleable condition; or

         3.  it is slow-moving, obsolete or unmerchantable; or

         4.  it does not meet all standards imposed by any governmental agency
or authority; or

         5.  it does not conform in all respects to any covenants, warranties
and representations set forth in the Agreement; or

                                      A-9

<PAGE>
         6.  it is not subject to Agent's duly perfected, first priority
security interest or is subject to a Lien that is not a Permitted Lien; or

         7.  it is not situated at a location in compliance with the Agreement,
provided that Inventory situated at a location not owned by a Borrower will be
Eligible Inventory only if Agent has received a satisfactory landlord's
agreement or bailee's letter, as applicable, with respect to such location or if
it is a leased location and Agent has established a Rent Reserve with respect to
such location; or

         8.  it has been consigned to a Borrower's customer, unless (a) it is
has been delivered to a customer location in respect of which a satisfactory
access agreement has been received by Agent, (b) it is segregated or otherwise
separately identifiable from any goods of any other Person at the applicable
customer location, (c) a UCC-l financing statement has been filed in the
jurisdiction of the applicable customer's organization, which names such
customer as debtor, the applicable Borrower as secured party and Agent as
assignee of secured party and which identifies the Inventory in the possession
of such customer as the collateral and (d) a notice that complies with the terms
of Section 9-324 of the UCC has been delivered to the secured creditors, if any,
of the applicable customer that have a perfected lien in the Inventory of such
customer; provided, that in no event shall the amount of Eligible Inventory that
consists of consigned Inventory exceed $5,000,000 in the aggregate; or

         9.  it is located outside of the continental United States of America;
or

         10.  it represents capitalization of freight charges.

                  Environmental Laws - all federal, state and local laws, rules,
regulations, ordinances, orders and consent decrees relating to health, safety
and environmental matters.

                  ERISA - the Employee Retirement Income Security Act of 1974,
as amended, and any successor statute, and all rules and regulations from time
to time promulgated thereunder.

                  Event of Default - as defined in Section 10.1 of the
Agreement.

                  Federal Funds Rate means, for any day, a floating rate equal
to the weighted average of the rates on overnight federal funds transactions
among members of the Federal Reserve System, as determined by Agent in its sole
discretion, which determination shall be final, binding and conclusive (absent
manifest error).

                  Fee Letter - as defined in Section 2.3 of the Agreement.

                  Fixed Charge Coverage Ratio - as deified in Exhibit 8.3 to the
Agreement.

                  GAAP - generally accepted accounting principles in the United
States of America in effect from time to time.

                                      A-10

<PAGE>

                  Gregg - Gregg Industries, Inc., a California corporation.

                  Guarantors - Parent, each Subsidiary Guarantor and each other
Person who now or hereafter guarantees payment or performance of the whole or
any part of the Obligations.

                  Guaranty Agreements - the Continuing Guaranty Agreement which
is to be executed on the Closing Date by each of Parent and each Subsidiary
Guarantor, in form and substance satisfactory to Agent, together with each other
guaranty hereafter executed by any Guarantor.

                  Inactive Subsidiaries - each of Cast Alloys; Belcher; Peerless
Corporation; Dalton - Ashland; and International Golf, S.A. de C.V.

                  Indebtedness - as applied to a Person means, without
duplication:

         1.  indebtedness arising from the lending of money by any Person to any
Borrower or any of its Subsidiaries;

         2.  indebtedness, whether or not in any such case arising from the
lending by any Person of money to any Borrower or any of its Subsidiaries, (1)
which is represented by notes payable or drafts accepted that evidence
extensions of credit, (2) which constitutes obligations evidenced by bonds,
debentures, notes or similar instruments, or (3) upon which interest charges are
customarily paid (other than accounts payable) or that was issued or assumed as
full or partial payment for Property;

         3.  Capitalized Lease Obligations and Purchase Money Indebtedness;

         4.  reimbursement obligations with respect to letters of credit or
guaranties of letters of credit,

         5.  Derivative Obligations; and

         6.  indebtedness of any Borrower or any of its Subsidiaries under any
guaranty of obligations that would constitute Indebtedness under clauses (i)
through (iii) hereof, if owed directly by a Borrower or any of its Subsidiaries.
Indebtedness shall not include trade payables or accrued expenses. For the
avoidance of doubt, the foregoing definition of "Indebtedness" shall not include
preferred stock of any Person.

                  Initial Dominion Period - the period beginning on the Closing
Date and ending on the date that is at least one year thereafter when (i) no
Event of Default is in existence and (ii) average Availability (as determined by
Agent in its reasonable credit judgment) for the thirty (30) day period ending
on such date is not less than $30,000,000.

                  Intellectual Property - all past, present and future: trade
secrets, know-how and other proprietary information; trademarks, internet domain
names, service marks, trade dress, trade names, business names, designs, logos,
slogans (and all translations, adaptations,

                                      A-11

<PAGE>

derivations and combinations of the foregoing) indicia and other source and/or
business identifiers, and the goodwill of the business relating thereto and all
registrations or applications for registrations which have heretofore been or
may hereafter be issued thereon throughout the world; copyrights (including
copyrights for computer programs) and copyright registrations or applications
for registrations which have heretofore been or may hereafter be issued
throughout the world and all tangible property embodying the copyrights,
unpatented inventions (whether or not patentable); patent applications and
patents; industrial design applications and registered industrial designs;
license agreements related to any of the foregoing and income therefrom; books,
records, writings, computer tapes or disks, flow diagrams, specification sheets,
computer software, source codes, object codes, executable code, data, databases
and other physical manifestations, embodiments or incorporations of any of the
foregoing; the right to sue for all past, present and future infringements of
any of the foregoing; all other intellectual property; and all common law and
other rights throughout the world in and to all of the foregoing.
Notwithstanding the foregoing, Intellectual Property shall not include any
trademarks, trade names, business names or service marks that incorporate the
word "Peerless".

                  Intercompany Loans - as defined in subsection 8.2.2 of the
Agreement.

                  Interest Period - as applicable to any LIBOR Portion, a period
commencing on the date such LIBOR Portion is advanced, continued or converted,
and ending on the date which is one (1) month, two (2) months, three (3) months,
or six (6) months later, as may then be requested by Borrowers; provided that
unless Agent notifies Borrowers that the initial syndication of the Loan
commitments have been completed, each Interest Period commencing (a) within the
first 60 days after the Closing Date shall be a period of 1 month and (b)
thereafter shall be a period of 7 days; and provided further that (i) any
Interest Period which would otherwise end on a day which is not a Business Day
shall end in the next preceding or succeeding Business Day as is Agent's custom
in the market to which such LIBOR Portion relates; (ii) there remains a minimum
of one (1) month, two (2) months, three (3) months or six (6) months (depending
upon which Interest Period a Borrower selects) in the Term, unless Borrowers and
Lenders have agreed to an extension of the Term beyond the expiration of the
Interest Period in question; (iii) all Interest Periods of the same duration
which commence on the same date shall end on the same date; and (iv) with
respect to any LIBOR Term Portion, no applicable Interest Period shall extend
beyond the scheduled installment payment date for such LIBOR Term Portion.

                  LC Amount - at any time, the aggregate undrawn face amount of
all Letters of Credit and LC Guaranties then outstanding.

                  LC Guaranty - any guaranty pursuant to which Agent, a Letter
of Credit Issuer or any Affiliate of Agent shall guaranty the payment or
performance by a Borrower of its reimbursement obligation under any letter of
credit.

                  LC Obligations - Any Obligations that arise from any draw
against any Letter of Credit or against any letter of credit supported by an LC
Guaranty.

                  Letter of Credit - any standby or documentary letter of credit
issued by Agent, a Letter of Credit Issuer or any Affiliate of Agent for the
account of a Borrower.

                                      A-12

<PAGE>

                  Letter of Credit Issuer - as defined in Section 1.2 of the
Agreement.

                  LIBOR - as applicable to any LIBOR Portion, for the applicable
Interest Period, the rate per annum (rounded upward, if necessary, to the
nearest 1/8 of one percent) as determined on the basis of the offered rates for
deposits in U.S. dollars, for a period of time comparable to such Interest
Period which appears on the Telerate page 3750 as of 11:00 a.m. (London time) on
the day that is two (2) London Banking Days preceding the first day of such
Interest Period; provided, however, if the rate described above does not appear
on the Telerate System on any applicable interest determination date, the LIBOR
shall be the rate (rounded upwards as described above, if necessary) for
deposits in U.S. dollars for a period substantially equal to the Interest Period
on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on
that service for the purpose of displaying such rates), as of 11:00 a.m. (London
Time), on the day that is two (2) London Banking Days prior to the first day of
such Interest Period. If both the Telerate and Reuters systems are unavailable,
then the rate for that date will be determined on the basis of the offered rates
for deposits in U.S. dollars for a period of time comparable to such Interest
Period which are offered by four (4) major banks in the London interbank market
at approximately 11:00 a.m. (London time), on the day that is two (2) London
Banking Days preceding the first day of such Interest Period as selected by
Agent. The principal London office of each of the major London banks so selected
will be requested to provide a quotation of its U.S. dollar deposit offered
rate. If at least two (2) such quotations are provided, the rate for that date
will be the arithmetic mean of the quotations. If fewer than two quotations are
provided as requested, the rate for that date will be determined on the basis of
the rates quoted for loans in U.S. dollars to leading European banks for a
period of time comparable to such Interest Period offered by major banks in New
York City at approximately 11:00 a.m. (New York City time), on the day that is
two (2) London Banking Days preceding the first day of such Interest Period. In
the event that Agent is unable to obtain any such quotation as provided above,
it will be determined that LIBOR pursuant to a Interest Period cannot be
determined. In the event that the Board of Governors of the Federal Reserve
System shall impose a Reserve Percentage with respect to LIBOR deposits of Bank
then for any period during which such Reserve Percentage shall apply, LIBOR
shall be equal to the amount determined above divided by an amount equal to 1
minus the Reserve Percentage.

                  LIBOR Interest Payment Date - the first day of each calendar
month during the applicable Interest Period and the last day of the applicable
Interest Period.

                  LIBOR Option - the option granted pursuant to Section 3.1 of
the Agreement to have the interest on all or any portion of the principal amount
of the Revolving Credit Loans or the Term Loan based on the LIBOR.

                  LIBOR Portion - a LIBOR Revolving Portion or a LIBOR Term
Portion.

                  LIBOR Request - a notice in writing (or by telephone confirmed
electronically or by telecopy or other facsimile transmission on the same day as
the telephone request) from a Borrower to Agent requesting that interest on a
Revolving Credit Loan or all or any portion of the Term Loan be based on the
LIBOR, specifying: (i) the first day of the Interest Period (which shall be a
Business Day); (ii) the length of the Interest Period; (iii) whether the LIBOR
Portion is a new Loan, a conversion of a Base Rate Portion, or a continuation of
a LIBOR Portion, and (iv)

                                      A-13

<PAGE>

the dollar amount of the LIBOR Portion, which shall be in an amount not less
than $1,000,000 or an integral multiple of $100,000 in excess thereof.

                  LIBOR Revolving Portion - that portion of the Revolving Credit
Loans specified in a LIBOR Request (including any portion of Revolving Credit
Loans which is being borrowed by a Borrower concurrently with such LIBOR
Request) which, as of the date of the LIBOR Request specifying such LIBOR
Revolving Portion, has met the conditions for basing interest on the LIBOR in
Section 3.1 of the Agreement and the Interest Period of which has not
terminated.

                  LIBOR Term Portion - that portion of the Term Loan specified
in a LIBOR Request which, as of the date of the LIBOR Request specifying such
LIBOR Term Portion, has met the conditions for basing interest on the LIBOR in
Section 3.1 of the Agreement and the Interest Period of which has not
terminated.

                  Lien - any interest in Property securing an obligation owed
to, or a claim by, a Person other than the owner of the Property, whether such
interest is based on common law, statute or contract. The term "Lien" shall also
include rights of seller under conditional sales contracts or title retention
agreements, reservations, exceptions, encroachments, easements, rights-of-way,
covenants, conditions, restrictions, leases and other title exceptions and
encumbrances affecting Property. For the purpose of this definition, any
Property which a Borrower has acquired or holds subject to a conditional sale
agreement or other arrangement pursuant to which title to the Property has been
retained by or vested in some other Person for security purposes shall be deemed
to be subject to a Lien.

                  Loan Account - each loan account established on the books of
Agent pursuant to Section 3.6 of the Agreement.

                  Loan Commitment - with respect to any Lender, the amount of
such Lender's Revolving Loan Commitment plus such Lender's Term Loan Commitment.

                  Loan Documents - the Agreement, the Other Agreements and the
Security Documents.

                  Loans - all loans and advances of any kind made by Agent, any
Lender, or any Affiliate of Agent or any Lender, pursuant to the Agreement.

                  London Banking Day - any date on which commercial banks are
open for business in London, England.

                  MACT Capital Expenditures - capital expenditures made by
Borrowers for the purpose of causing Borrowers to be in material compliance with
effective and applicable MACT Standards prior to the MACT Deadline.

                  MACT Deadline - the deadline by which Borrowers are required
to be in compliance with the [mal MACT Standards that have become effective and
applicable to Borrowers.

                                      A-14

<PAGE>

                  MACT Reserve Amount - at any time, an amount equal to 50% of
the most recent commercially reasonable estimate, which has been prepared by
Borrowers and approved by Agent in its reasonable discretion (which discretion
may be exercised on the basis of advice from consultants hired by Agent at
Borrowers' expense), of the total amount of capital expenditures necessary to
cause Borrowers to be in material compliance with all effective and applicable
MACT Standards prior to the MACT Deadline.

                  MACT Standards - Maximum Achievable Control Technology
standards under the Federal Clean Air Act Amendments of 1990, as enacted by
final regulations promulgated by the United States Environmental Protection
Agency.

                  Majority Lenders - as of any date, Lenders holding 51% of the
Term Loan and Revolving Loan Commitments determined on a combined basis and
following the termination of the Revolving Loan Commitments, Lenders holding 51%
or more of the outstanding Loans, LC Amounts and LC Obligations not yet
reimbursed by a Borrower or funded with a Revolving Credit Loan; provided, that
(i) in each case, if there are 2 or more Lenders with outstanding Loans, LC
Amounts, unfunded and unreimbursed LC Obligations or Revolving Loan Commitments,
at least 2 Lenders shall be required to constitute Majority Lenders; and (ii)
prior to termination of the Revolving Loan Commitments, if any Lender breaches
its obligation to fund any requested Revolving Credit Loan, for so long as such
breach exists, its voting rights hereunder shall be calculated with reference to
its outstanding Loans, LC Amounts and unfunded and unreimbursed LC Obligations,
rather than its Revolving Loan Commitment.

                  Material Adverse Effect - (i) a material adverse effect on the
business, condition (financial or otherwise), operation, performance or
properties of Borrowers and their Subsidiaries taken as a whole, (ii) a material
adverse effect on the rights and remedies of Agent or Lenders under the Loan
Documents, or (iii) the material impairment of the ability of Borrowers and
Borrowers' Subsidiaries (taken as a whole) to perform their obligations
hereunder or under any Loan Document.

                  Mercer - Mercer Forge Corporation, a Delaware corporation.

                  Mortgages - (i) the deed of trust executed by Gregg on or
about the Closing Date in favor of Agent, for the benefit of itself and Lenders,
by which Gregg has granted to Agent, as security for the Obligations, a Lien
upon the real Property of Gregg located at 10460 Hickson Street, El Monte,
California, (ii) the mortgage executed by Mercer on or about the Closing Date in
favor of Agent, for the benefit of itself and Lenders, by which Mercer has
granted to Agent, as security for the Obligations, a Lien upon the real Property
of Mercer located at 200 Brown Street, Mercer, Pennsylvania, (iii) the mortgage
executed by Dalton - Ashland on or about the Closing Date in favor of Agent, for
the benefit of itself and Lenders, by which Dalton - Ashland has granted to
Agent, as security for the Obligations, a Lien upon the Ashland Parcel; (iv) the
mortgage executed by Dalton Corporation, Stryker Machining Facility Co. on or
about the Closing Date in favor of Agent, for the benefit of itself and Lenders,
by which Dalton Corporation, Stryker Machining Facility Co. has granted to
Agent, as security for the Obligations, a Lien upon the real Property of Dalton
Corporation, Stryker Machining Facility Co. located at 310 Ellis Street,
Stryker, Ohio; (v) the mortgage executed by Advanced Cast on or about the
Closing Date in favor of Agent, for the benefit of itself and Lenders, by which

                                      A-15

<PAGE>

Advanced Cast has granted to Agent, as security for the Obligations, a Lien upon
the real Property of Advanced Cast located at 18700 Mill Street, Meadville,
Pennsylvania; (vi) the mortgage executed by Dalton Corporation, Kendallville
Manufacturing Facility on or about the Closing Date in favor of Agent, for the
benefit of itself and Lenders, by which Dalton Corporation, Kendallville
Manufacturing Facility has granted to Agent, as security for the Obligations, a
Lien upon the real Property of Dalton Corporation, Kendallville Manufacturing
Facility located at 200 West Ohio Street, Kendallville, Indiana; (vii) the
mortgages executed by Dalton and Dalton Corporation, Warsaw Manufacturing
Facility on or about the Closing Date in favor of Agent, for the benefit of
itself and Lenders, by which Dalton and Dalton Corporation, Warsaw Manufacturing
Facility have granted to Agent, as security for the Obligations, a Lien upon the
real Property of Dalton and Dalton Corporation, Warsaw Manufacturing Facility
located at 1900 East Jefferson Street, Warsaw, Indiana; (viii) the mortgage
executed by Neenah on or about the Closing Date in favor of Agent, for the
benefit of itself and Lenders, by which Neenah has granted to Agent, as security
for the Obligations, a Lien upon the real Property of Neenah located at 2121
Brooks Street, Neenah, Wisconsin 54956; (ix) the mortgage executed by Neenah on
or about the Closing Date in favor of Agent, for the benefit of itself and
Lenders, by which Neenah has granted to Agent, as security for the Obligations,
a Lien upon the real Property of Neenah located at 500 Winneconne Ave., Neenah,
Wisconsin 54956; (x) the deed of trust executed by Deeter on or about the
Closing Date in favor of Agent, for the benefit of itself and Lenders, by which
Deeter has granted to Agent, as security for the Obligations, a Lien upon the
real Property of Deeter located at 5945 North 70th Street, Lincoln, Nebraska;
(xi) the mortgage executed by Neenah on or about the Closing Date in favor of
Agent, for the benefit of itself and Lenders, by which Neenah has granted to
Agent, as security for the Obligations, a Lien upon the real Property of Neenah
located at 545 Kimberly Drive, Carol Stream, Illinois, (xii) the mortgage
executed by Neenah on or about the Closing Date in favor of Agent, for the
benefit of itself and Lenders, by which Neenah has granted to Agent, as security
for the Obligations, a Lien upon the real Property of Neenah located at 3831
Zane Trace Drive, Columbus, Ohio, (xiii) the mortgage executed by Neenah on or
about the Closing Date in favor of Agent, for the benefit of itself and Lenders,
by which Neenah has granted to Agent, as security for the Obligations, a Lien
upon the real Property of Neenah located at 5950 West 82nd Street, Indianapolis,
Indiana, (xiv) the mortgage executed by Neenah on or about the Closing Date in
favor of Agent, for the benefit of itself and Lenders, by which Neenah has
granted to Agent, as security for the Obligations, a Lien upon the real Property
of Neenah located at 5075 28th Avenue, Rockford, Illinois, (xv) the deed of
trust executed by Neenah on or about the Closing Date in favor of Agent, for the
benefit of itself and Lenders, by which Neenah has granted to Agent, as security
for the Obligations, a Lien upon the real Property of Neenah located at 55
Cherokee Drive, St. Peters, Missouri, (xvi) the mortgage executed by Neenah on
or about the Closing Date in favor of Agent, for the benefit of itself and
Lenders, by which Neenah has granted to Agent, as security for the Obligations,
a Lien upon the real Property of Neenah located at 701 Industrial Circle S.,
Shakopee, Minnesota and (xvii) all other mortgages, deeds of trust and
comparable documents creating a Lien on real property (or any leasehold or other
interest in real property) now or at any time hereafter securing the whole or
any part of the Obligations.

                  Multiemployer Plan - has the meaning set forth in Section 4001
(a)(3) of ERISA.

                                      A-16

<PAGE>

                  Municipal Account - an Account of Neenah or Deeter that arises
out of a sale of any castings that Neenah or Deeter categorize as municipal
castings in a manner that is consistent with the practices of Neenah and Deeter
in effect as of the Closing Date.

                  Neenah Transport - Neenah Transport, Inc., a Wisconsin
corporation.

                  Non-Core Fixed Assets - (i) the fixed assets of Dalton
Corporation, Kendallville Manufacturing Facility located on or at its facility
at 200 West Ohio Street in Kendallville, Indiana, (ii) the fixed assets of Gregg
located on or at its facility at 10460 Hickson Street in El Monte, California,
(iii) the fixed assets of Dalton - Ashland located on or at its facility at 1681
Orange Road in Ashland, Ohio, (iv) Belcher's interest in the fixed asset
consisting of the Belcher Parcel, (v) the fixed asset of Neenah consisting of
its owned real Property located at 500 Winneconne Avenue in Neenah, Wisconsin
and (vi) the equity of any Person that does not own any assets other than
Non-Core Fixed Assets.

                  Notes - the Revolving Notes and the Term Notes.

                  Obligations - all Loans, all LC Obligations and all other
advances, debts, liabilities, obligations, covenants and duties, together with
all interest, fees and other charges thereon, owing, arising, due or payable
from each Borrower to Agent, for its own benefit, from each Borrower to Agent
for the benefit of any Lender, from each Borrower to any Lender, :from each
Borrower to any Letter of Credit Issuer and from each Borrower to Bank or any
other Affiliate of Agent, of any kind or nature, present or future, whether or
not evidenced by any note, guaranty or other instrument, whether arising under
the Agreement, any of the other Loan Documents or any agreements evidencing the
Product Obligations, 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, and including, without
limitation, any Product Obligations.

                  Organizational I.D. Number - with respect to any Person, the
organizational identification number assigned to such Person by the applicable
governmental unit or agency of the jurisdiction of organization of such Person.

                  Other Agreements - any and all agreements, instruments and
documents (other than the Agreement and the Security Documents), heretofore, now
or hereafter executed by any Borrower, any of its Subsidiaries, any Guarantor or
any other third party and delivered to Agent or any Lender in respect of the
transactions contemplated by the Agreement.

                  Overadvance - as defined in subsection 1.1.2 of the Agreement.

                  Parent - NFC Castings, Inc., a Delaware corporation.

                  Permitted Acquisition - any acquisition after the Closing Date
by any Borrower or any Subsidiary formed by such Borrower for such purpose (a
"New Subsidiary"), by any means, of all or substantially all of the assets or
capital stock, an operating division or a business unit, of any Person that is a
going concern, that has been incorporated or organized under the laws of a State
within the United States and that is in a similar or related field of business
to a Borrower as of the date hereof, and so long as Agent and Lenders shall have
received evidence at least 3

                                      A-17

<PAGE>

Business Days prior to the closing date of such acquisition that such
acquisition satisfies the following conditions:

                  1.       no Default or Event of Default is in existence at the
                           time of such acquisition or would be caused thereby
                           after giving effect thereto;

                  2.       after giving effect to the proposed acquisition,
                           Borrowers are in compliance with each of the
                           financial covenants set forth in Section 8.3 of the
                           Agreement on a pro forma, but unadjusted, basis;

                  3.       the Person or business to be acquired has shown an
                           unadjusted positive EBITDA (calculated in accordance
                           with GAAP) for the twelve month period ended
                           immediately prior to the date of acquisition, as
                           determined by Agent;

                  4.       the Board of Directors and/or owners of the entity
                           whose business is to be acquired have provided all
                           requisite authorization of the proposed transaction;

                  5.       Agent has received at least ten (10) days' prior
                           written notice of such Acquisition and, as soon as
                           available, copies of all agreements delivered in
                           connection therewith;

                  6.       subsection 8.1.8 of the Agreement has been satisfied
                           with respect to such assets, Person or New Subsidiary
                           and, as a result thereof, Agent has obtained a first
                           priority Lien (subject only to Permitted Liens) on
                           the applicable stock and assets;

                  7.       Agent has received a certificate from Neenah's chief
                           financial officer (in such Person's capacity as such)
                           certifying that all of the applicable conditions
                           contained herein to treating such acquisition as a
                           Permitted Acquisition have been satisfied;

                  8.       if the total consideration (including cash, notes and
                           other debt, maximum amounts, consulting and
                           non-compete payments and the like) for such
                           acquisition, together with all other acquisitions
                           completed since the Closing Date, exceeds $5,000,000,
                           Agent and Majority Lenders have consented in writing
                           to such acquisition;

                  9.       immediately after giving effect to the consummation
                           of such acquisition, average Availability (as
                           determined by Agent in its reasonable credit
                           judgment) for the thirty (30) day period ending on
                           the date of such acquisition is not less than
                           $17,500,000 and actual Availability (as determined by
                           Agent in its reasonable credit judgment) on the date
                           of such acquisition is not less than $17,500,000;
                           provided, that the foregoing test shall not apply if
                           the consideration for such acquisition is paid solely
                           in equity of a Borrower having terms reasonably
                           acceptable to Agent; and

                                      A-18

<PAGE>

                  10.      consents have been obtained in favor of Agent to the
                           collateral assignment of rights and indemnities under
                           the related acquisition documents.

                  In no event shall any Accounts or Inventory acquired in
connection with a Permitted Acquisition be deemed eligible for advance hereunder
unless and until Agent has completed (at Borrowers' expense) a Collateral audit
and appraisal of such Property so acquired or to be acquired (which audit and
appraisal shall be conducted in a manner that is consistent with the audits and
appraisals conducted pursuant to subsection 2.7 and subsection 2.10,
respectively, of the Loan Agreement).

                  Permitted Holders - each of MacKay Shields LLC, Citicorp
Mezzanine III, LP., Metropolitan Life Insurance Company, Exis Differential
Holdings, Ltd., TCW Shared Opportunity Fund II, LP., Shared Opportunity Fund IIB
LLC, TCW Shared Opportunity Fund IV, LP., TCW Shared Opportunity Fund IVB, LP.,
AIMCO CDO, Series 2000-A, TCW High Income Partners, Ltd. and TCW High Income
Partners II, Ltd., together with the Related Persons and the Affiliates of each
of such Persons.

                  Permitted Liens - any Lien of a kind specified in subsection
8.2.5 of the Agreement.

                  Permitted Purchase Money Indebtedness - Purchase Money
Indebtedness of any Borrower incurred after the date hereof which is secured by
a Purchase Money Lien and the principal amount of which, when aggregated with
the principal amount of all other such Indebtedness and Capitalized Lease
Obligations of Borrowers and the Borrowers' Subsidiaries at the time
outstanding, does not exceed $7,500,000. For the purposes of this definition,
the principal amount of any Purchase Money Indebtedness consisting of
capitalized leases (as opposed to operating leases) shall be computed as a
Capitalized Lease Obligation.

                  Person - an individual, partnership, corporation, limited
liability company, joint stock company, land trust, business trust, or
unincorporated organization, or a government or agency or political subdivision
thereof.

                  Plan - an employee benefit plan now or hereafter maintained
for employees of any Borrower or any of its Subsidiaries that is covered by
Title IV of ERISA.

                  Plan of Reorganization - the Amended Prepackaged Joint Plan of
Reorganization of Chapter 11 Debtors under Chapter 11 of the United States
Bankruptcy Code filed with the Bankruptcy Court on September 17, 2003.

                  Pledge Agreements - collectively, (i) the Pledge Agreement
executed by Parent on or about the Closing Date in favor of Agent, for the
benefit of itself and Lenders, by which Parent has granted to Agent, as security
for the Obligations, a Lien on the 100% of the Securities of Neenah, (ii) the
Pledge Agreement executed by Neenah on or about the Closing Date in favor of
Agent, for the benefit of itself and Lenders, by which Neenah has granted to
Agent, as security for the Obligations, a Lien on the 100% of the Securities of
Neenah Transport, Deeter, Mercer, Dalton, Advanced Cast, Cast Alloys and Gregg,
(iii) the Pledge Agreement executed by Mercer on or about the Closing Date in
favor of Agent, for the benefit of itself and Lenders, by which Mercer has
granted to Agent, as security for the Obligations, a Lien on the 100% of the

                                      A-19

<PAGE>

Securities of its Subsidiaries, (iv) the Pledge Agreement executed by Dalton on
or about the Closing Date in favor of Agent, for the benefit of itself and
Lenders, by which Dalton has granted to Agent, as security for the Obligations,
a Lien on the 100% of the Securities of its Subsidiaries, (v) the Pledge
Agreement executed by Advanced Cast on or about the Closing Date in favor of
Agent, for the benefit of itself and Lenders, by which Advanced Cast has granted
to Agent, as security for the Obligations, a Lien on the 100% of the Securities
of its Subsidiaries and (vi) all other pledge agreements and comparable
documents now or at any time hereafter securing the whole or any part of the
Obligations.

                  Product Obligations - every obligation of Borrowers owing to
Bank, Agent or any Affiliate of Bank or Agent under and in respect of anyone or
more of the following types of services or facilities extended to any Borrower
by Bank, Agent or any Affiliate of Bank or Agent: (i) credit cards, (ii) cash
management or related services including the automatic clearing house transfer
of funds for the account of any Borrower pursuant to agreement or overdraft,
(iii) controlled disbursement services and (iv) Derivative Obligations.

                  Projections - Parent's forecasted Consolidated and
consolidating (i) balance sheets, (ii) profit and loss statements, (ii) cash
flow statements, and (iv) capitalization statements, all prepared on a
consistent basis with the historical financial statements of Parent, Borrowers
and Borrowers' Subsidiaries, together with appropriate supporting details and a
statement of underlying assumptions.

                  Property - any interest of Borrower or any Subsidiary in any
kind of property or asset, whether real, personal or mixed, or tangible or
intangible.

                  Purchase Money Indebtedness - means and includes (i)
indebtedness (other than the Obligations) for the payment of all or any part of
the purchase price of any fixed assets, (ii) any indebtedness (other than the
Obligations) incurred at the time of or within 10 days prior to or after the
acquisition of any fixed assets for the purpose of financing all or any part of
the purchase price thereof, and (iii) any renewals, extensions or refinancings
thereof, but not any increases in the principal amounts thereof outstanding at
the time.

                  Purchase Money Lien - a Lien upon fixed assets which secures
Purchase Money Indebtedness, but only if such Lien shall at all times be
confined solely to the fixed assets the purchase price of which was financed
through the incurrence of the Purchase Money Indebtedness secured by such Lien.

                  Rebuild Reserve - a reserve created under subsection 1.1.1 of
the Agreement in the amount of all proceeds of insured losses or destruction to
Equipment or real Property being held by Agent pursuant to subsection 3.3.1(a)
pending possible repair or replacement of such Property subject to the original
loss or destruction.

                  Register - as defined in subsection 11.9.5 of the Agreement.

                  Related Person - of any Person means any other Person directly
or indirectly owning (a) 5% or more of the outstanding common stock of such
Person (or, in the case of a Person that is not a corporation, 5% or more of the
equity interests in such Person) or (b) 5% or more of the combined voting power
of the Voting Stock of such Person.

                                      A-20

<PAGE>

                  Rent Reserve - means, with respect to any location leased by a
Borrower where Eligible Inventory is located and a satisfactory landlord's
agreement has not been provided, a reserve in an amount equal to the sum of all
rental payments scheduled to come due in the next 3 months for such location.

                  Rentals - as defined in subsection 8.2.19 of the Agreement.

                  Reportable Event - any of the events set forth in Section
4043(c) of ERlSA.

                  Reserves - reserves against the amount of Revolving Credit
Loans which Borrowers may otherwise request under the Agreement that have been
established by Agent in such amounts and with respect to such matters as Agent
shall reasonably deem necessary or appropriate in its reasonable credit judgment
exercised in good faith.

                  Reserve Percentage - the maximum aggregate reserve requirement
(including all basic, supplemental, marginal and other reserves) which is
imposed on member banks of the Federal Reserve System against "Euro-currency
Liabilities" as defined in Regulation D.

                  Restricted Investment - any investment made in cash or by
delivery of Property to any Person, whether by acquisition of stock,
Indebtedness or other obligation or Security, or by loan, advance or capital
contribution, or otherwise, or in any Property except the following:

         1.  investments by a Borrower, to the extent existing on the Closing
Date, in one or more Subsidiaries of such Borrower;

         2.  Property to be used in the ordinary course of business;

         3.  Current Assets arising from the sale of goods and services in the
ordinary course of business of any Borrower or any of its Subsidiaries;

         4.  investments in direct obligations of the United States of America,
or any agency thereof or obligations guaranteed by the United States of America,
provided that such obligations mature within one year from the date of
acquisition thereof;

         5.  investments in certificates of deposit maturing within one year
from the date of acquisition and fully insured by the Federal Deposit Insurance
Corporation;

         6.  investments in commercial paper given the highest rating by a
national credit rating agency and maturing not more than 270 days from the date
of creation thereof;

         7.  investments in money market, mutual or similar funds having assets
in excess of $100,000,000 and the investments of which are limited to investment
grade securities;

         8.  Intercompany Loans;

                                      A-21

<PAGE>
         9.  investments made in exchange for Accounts arising in the ordinary
course of business which have not been collected for 120 days and which are, in
the good faith judgment of such Borrower or one of its Subsidiaries,
substantially uncollectable, provided that the instrument evidencing such
investment is delivered to Agent to be held as security for the Obligations
pursuant to the terms of the Agreement;

         10.  investments in evidence of Indebtedness, securities or other
Property received from another Person by such Borrower or any of its
Subsidiaries in connection with any bankruptcy case or by reason of a
composition or a readjustment of debt or reorganization of such Person as a
result of foreclosure, perfection or enforcement of any Lien in exchange for
evidence of Indebtedness, securities or other Property of such Person;

         11.  repurchase agreements with respect to securities described in
clause (iv) above entered into with an office of a bank or trust company which
is organized under the laws of the United States or any State thereof and has
capital, surplus and undivided profits aggregating at least $500,000,000;

         12.  investments consisting of loans for salary, travel advances,
entertainment, relocation, advances against commissions and other similar
advances to employees in the ordinary course of business.

         13.  investments existing on the date hereof and listed on Exhibit
8.2.12 hereto; and

         14.  investments otherwise expressly permitted pursuant to the
Agreement.

                  Revolving Credit Loan - a Loan made by any Lender pursuant to
Section 1.1 of the Agreement.

                  Revolving Credit Maximum Amount - $70,000,000, as such amount
may be reduced from time to time pursuant to the terms of the Agreement.

                  Revolving Loan Commitment - with respect to any Lender, the
amount of such Lender's Revolving Loan Commitment pursuant to subsection 1.1.1
of the Agreement, as set forth below such Lender's name on the signature page
hereof or any Assignment and Acceptance Agreement executed by such Lender.

                  Revolving Loan Percentage - with respect to each Lender, the
percentage equal to the quotient of such Lender's Revolving Loan Commitment
divided by the aggregate of all Revolving Loan Commitments.

                  Revolving Notes - the Secured Promissory Notes to be jointly
and severally executed by Borrowers on or about the Closing Date in favor of
each Lender to evidence the Revolving Credit Loans, which shall be in the form
of Exhibit 1.1 to the Agreement, together with any replacement or successor
notes therefor.

                                      A-22

<PAGE>

                  Secured Bonds - the 11% Senior Secured Notes due 2010 of
Neenah issued as of the date of the Agreement pursuant to the Secured Bond
Documents in the original principal amount of $133,130,000.

                  Secured Bond Documents - the Secured Bond Indenture, the
Secured Bonds, any guaranty, mortgage, security agreement or other collateral
document securing the Secured Bonds and all other documents, agreements and
instruments now existing or hereinafter entered into in connection with the
foregoing, in each case as amended from time to time.

                  Secured Bond Indenture - that certain Indenture providing for
the issuance of the Secured Bonds among Neenah, as issuer, the Subsidiaries of
Neenah party thereto as subsidiary guarantors and the Secured Bond Trustee,
dated as of the date of the Agreement, as amended from time to time in
compliance with its terms and in compliance with any applicable terms of the
Secured Bond Lien Subordination Agreement.

                  Secured Bond Lien Subordination Agreement - that certain Lien
Subordination Agreement dated as of the date of the Agreement by and among Agent
and the Secured Bond Trustee, as amended from time to time in accordance with
its terms.

                  Secured Bond Trustee - The Bank of New York, a New York
banking corporation.

                  Security - all shares of stock, partnership interests,
membership interests, membership units or other ownership interests in any other
Person and all warrants, options or other rights to acquire the same.

                  Security Documents - the Guaranty Agreements, the Mortgages,
the Pledge Agreements, and all other instruments and agreements now or at any
time hereafter securing the whole or any part of the Obligations.

                  Solvent - as to any Person, that such Person (i) owns Property
whose fair saleable value as a going concern is greater than the amount required
to pay all of such Person's debts (including contingent debts), (ii) is able to
pay all of its debts as such debts mature and (iii) has capital sufficient to
carry on its business and transactions and all business and transactions in
which it is about to engage.

                  Subordinated Bonds - the 13% Senior Subordinated Notes due
2013 of Neenah issued as of the date of the Agreement pursuant to the
Subordinated Bond Documents in the original principal amount of $100,000,000 (as
increased by amounts added to the principal balance of the Subordinated Bonds in
satisfaction of interest payments owing in respect of the Subordinated Bonds).

                  Subordinated Bond Documents - the Subordinated Bond Indenture,
the Subordinated Bonds, any guaranty of the Subordinated Bonds and all other
documents, agreements and instruments now existing or hereinafter entered into
in connection with the foregoing, in each case as amended from time to time.

                                      A-23

<PAGE>

                  Subordinated Bond Indenture - that certain Indenture providing
for the issuance of the Subordinated Bonds among Neenah, as issuer, the
Subsidiaries of Neenah party thereto as subsidiary guarantors and The Bank of
New York, as trustee, dated as of the date of the Agreement.

                  Subordinated Debt - Indebtedness of any Borrower or any of its
Subsidiaries permitted under the Agreement that is subordinated to the
Obligations in a manner reasonably satisfactory to Agent, and contains terms,
including without limitation, payment terms, satisfactory to Agent (including,
without limitation, the Indebtedness evidenced by the Subordinated Bonds and the
other Subordinated Bond Documents, but excluding the Indebtedness evidenced by
the Secured Bonds and the other Secured Bond Documents).

                  Subsidiary - any Person of which another Person owns, directly
or indirectly through one or more intermediaries, more than 50% of the Voting
Stock at the time of determination.

                  Subsidiary Guarantors - each of Cast Alloys; Belcher; Peerless
Corporation; Dalton - Ashland; and each other Subsidiary of Ultimate Parent that
now or hereafter executes a Guaranty Agreement.

                  Swingline Loans - as defined in subsection 1.1.4 of the
Agreement.

                  Syndication Agent - Congress Financial Corporation (Central),
in its capacity as Syndication Agent under the Agreement.

                  Term - as defined in Section 4.1 of the Agreement.

                  Term Loan - the Loan described in Section 1.3 of the
Agreement.

                  Term Loan Commitment - with respect to any Lender, the amount
of such Lender's Term Loan Commitment pursuant to Section 1.3 of the Agreement,
as set forth below such Lender's name on the signature pages hereof or any
Assignment and Acceptance Agreement executed by such Lender, minus all Term Loan
payments paid to such Lender.

                  Term Notes - the Secured Promissory Notes to be executed by
Borrower on or about the Closing Date in favor of each applicable Lender to
evidence its Term Loan, which shall be in the form of Exhibit 1.3 to the
Agreement, together with any replacement or successor notes therefor.

                  Total Credit Facility - $92,085,000, as such amount may be
reduced from time to time pursuant to the terms of the Agreement.

                  Type of Organization - with respect to any Person, the kind or
type of entity by which such Person is organized, such as a corporation or
limited liability company.

                  UCC - the Uniform Commercial Code as in effect in the State of
Illinois on the date of this Agreement, as it may be amended or otherwise
modified.

                                      A-24

<PAGE>

                  Ultimate Parent - ACP Holding Company, a Delaware corporation.

                  Unused Line Fee - as defined in Section 2.5 of the Agreement.

                  Voting Stock - Securities of any class or classes of a
corporation, limited partnership or limited liability company or any other
entity the holders of which are ordinarily, in the absence of contingencies,
entitled to vote with respect to the election of corporate directors (or Persons
performing similar functions).

                  Other Terms. All other terms contained in the Agreement shall
have, when the context so indicates, the meanings provided for by the UCC to the
extent the same are used or defined therein.

                  Certain Matters of Construction. The terms "herein", "hereof'
and "hereunder" and other words of similar import refer to the Agreement as a
whole and not to any particular section, paragraph or subdivision. Any pronoun
used shall be deemed to cover all genders. The section titles, table of contents
and list of exhibits appear as a matter of convenience only and shall not affect
the interpretation of the Agreement. All references to statutes and related
regulations shall include any amendments of same and any successor statutes and
regulations. All references to any of the Loan Documents shall include any and
all modifications thereto and any and all extensions or renewals thereof

                                      A-25

<PAGE>

                                LIST OF EXHIBITS

Exhibit 1.1        Form of Revolving Note
Exhibit 1.3        Form of Term Note
Exhibit 6.1.1      Business Locations
Exhibit 7.1.1      Jurisdictions in which each Borrower and each of its
                   Subsidiaries is Authorized to do Business
Exhibit 7.1.4      Capital Structure of each Borrower and each of its
                   Subsidiaries
Exhibit 7.1.5      Names; Organization
Exhibit 7.1.13     Surety Obligations
Exhibit 7.1.15     Brokers' Fees
Exhibit 7.1.16     Patents, Trademarks, Copyrights and Licenses
Exhibit 7.1.17     Governmental Consents
Exhibit 7.1.18     Compliance with Laws
Exhibit 7.1.19     Contracts Restricting Right to Incur Debts
Exhibit 7.1.20     Litigation
Exhibit 7.1.22     Capitalized and Operating Leases
Exhibit 7.1.23     Pension Plans
Exhibit 7.1.25     Labor Relations
Exhibit 8.1.3      Form of Compliance Certificate
Exhibit 8.1.4      Form of Borrowing Base Certificate
Exhibit 8.2.3      Existing Indebtedness
Exhibit 8.2.4      Affiliate Transactions
Exhibit 8.2.5      Permitted Liens
Exhibit 8.2.12     Permitted Investments
Exhibit 8.3        Financial Covenants
Exhibit A-1        Form of Assignment and Acceptance Agreement

                         List of Exhibits and Schedules
<PAGE>

                                   EXHIBIT 1.1

                             FORM OF REVOLVING NOTE







                         List of Exhibits and Schedules
<PAGE>
                             SECURED PROMISSORY NOTE
                              REVOLVING CREDIT LOAN



$                                                                October 8, 2003
 -----------                                                   Chicago, Illinois

            FOR VALUE RECEIVED, the undersigned (hereinafter "Borrowers"),
hereby jointly and severally promise to pay to the order of
_________________________ (hereinafter "Lender"), in such coin or currency of
the United States which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment, the principal sum of ____________
Million and 00/100 Dollars ($____________________) or such other amount of
Revolving Credit Loans advanced by Lender and outstanding under the "Loan
Agreement" (defined below), together with interest from and after the date
hereof at the rate from time to time applicable as provided in Section 2.1 of
the Loan Agreement.

            This Secured Promissory Note Revolving Credit Loan (the "Note") is
issued pursuant to that certain Loan and Security Agreement by and among
Borrowers, Fleet Capital Corporation, as Agent for itself and the other Lenders,
Fleet Securities, Inc., as Arranger, the Co-Documentation Agents party thereto,
and the Lenders, dated the date hereof (hereinafter, as amended from time to
time, the "Loan Agreement"), and is entitled to all of the benefits and security
of the Loan Agreement. All of the terms, covenants and conditions of the Loan
Agreement and the other Loan Documents are hereby made a part of this Note and
are deemed incorporated herein in full. All capitalized terms used herein,
unless otherwise specifically defined in this Note, shall have the meanings
ascribed to them in the Loan Agreement.

            All interest shall be computed in the manner provided in Section 2
of the Loan Agreement.

            The principal amount evidenced by this Note may be repaid and
reborrowed in accordance with the terms and conditions of the Loan Agreement.
The principal amount and accrued interest of this Note shall be due and payable
on the dates and in the manner set forth in the Loan Agreement.

            The entire remaining principal amount then outstanding, together
with accrued interest and any and all other amounts due hereunder, shall be due
and payable on October 8, 2008.

            Notwithstanding the foregoing, the entire unpaid principal balance
and accrued interest on this Note shall be due and payable immediately upon any
termination of the Loan Agreement pursuant to Section 4 thereof.
<PAGE>
            Upon the occurrence and during the continuance of an Event of
Default, Lender shall have all of the rights and remedies set forth in Section
10 of the Loan Agreement.

            Time is of the essence of this Note. To the fullest extent permitted
by applicable law, each Borrower, for itself and its legal representatives,
successors and assigns, expressly waives presentment, demand, protest, notice of
dishonor, notice of nonpayment, notice of maturity, notice of protest,
presentment for the purpose of accelerating maturity, diligence in collection,
and the benefit of any exemption or insolvency laws.

            Wherever possible, each provision of this Note shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or remaining provisions of
this Note. No delay or failure on the part of Lender or Agent in the exercise of
any right or remedy hereunder or under the Loan Agreement shall operate as a
waiver thereof, nor as an acquiescence in any default, nor shall any single or
partial exercise by Lender or Agent of any right or remedy preclude any other
right or remedy. Each Borrower agrees that, without releasing or impairing such
Borrower's liability hereunder, Lender or Agent may at any time release,
surrender, substitute or exchange any collateral securing this Note and may at
any time release any party primarily or secondarily liable for the indebtedness
evidenced by this Note.

            This Note shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Illinois without regard to
any principles of conflicts of law.


                                      -2-
<PAGE>
            IN WITNESS WHEREOF, each Borrower has caused this Note to be duly
executed and delivered on the date first above written.



                                        NEENAH FOUNDRY COMPANY


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------



                                        DEETER FOUNDRY, INC.


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------



                                        MERCER FORGE CORPORATION


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------



                                        DALTON CORPORATION


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------



                                        DALTON CORPORATION, STRYKER MACHINING
                                        FACILITY CO.


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------


                                      -3-
<PAGE>
                                        DALTON CORPORATION, WARSAW
                                        MANUFACTURING FACILITY


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------



                                        ADVANCED CAST PRODUCTS, INC.


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------



                                        GREGG INDUSTRIES, INC.


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------


                                      -4-
<PAGE>
                                   EXHIBIT 1.3

                                FORM OF TERM NOTE




                             Exhibit 7.1.25 - Page 1
<PAGE>
                             SECURED PROMISSORY NOTE
                                    TERM LOAN



$                                                                October 8, 2003
 -----------                                                   Chicago, Illinois

            FOR VALUE RECEIVED, the undersigned (hereinafter "Borrower"), hereby
promises to pay to the order of _____________________ (hereinafter, "Lender"),
in such coin or currency of the United States which shall be legal tender in
payment of all debts and dues, public and private, at the time of payment, the
principal sum of _________________________ Million and 00/100 Dollars
($___________________), together with interest from and after the date hereof at
the rate from time to time applicable as provided in Section 2.1 of the Loan
Agreement.

            This Secured Promissory Note Term Loan (this "Note") is issued
pursuant to, that certain Loan and Security Agreement among Borrower, Fleet
Capital Corporation, as Agent for itself and the other Lenders, Fleet
Securities, Inc., as Arranger, the Co-Documentation Agents party thereto, and
the Lenders from time to time party thereto, of even date herewith (hereinafter,
as amended from time to time, the "Loan Agreement"), and is entitled to all of
the benefits and security of the Loan Agreement. All of the terms, covenants and
conditions of the Loan Agreement and the Loan Documents are hereby made a part
of this Note and are deemed incorporated herein in full. All capitalized terms
used herein, unless otherwise specifically defined in this Note, shall have the
meanings ascribed to them in the Loan Agreement.

            All interest shall be computed in the manner provided in Section 2
of the Loan Agreement.

            The principal amount and accrued interest of this Note shall be due
and payable on the dates and in the manner set forth in the Loan Agreement:

            The entire remaining principal amount then outstanding, together
with accrued interest and any and all other amounts due hereunder, shall be due
and payable on October 8, 2008.

            Notwithstanding the foregoing, the entire unpaid principal balance
and accrued interest on this Note shall be due and payable immediately upon any
termination of the Loan Agreement pursuant to Section 4 thereof This Note shall
also be subject to mandatory and optional prepayment in accordance with the
provisions of Section 3.3 of the Loan Agreement.

            Upon the occurrence and during the continuance of an Event of
Default, Lender shall have all of the rights and remedies set forth in Section
10 of the Loan Agreement.
<PAGE>
            Time is of the essence of this Note. To the fullest extent permitted
by applicable law, Borrower, for itself and its legal representatives,
successors and assigns, expressly waives presentment, demand, protest, notice of
dishonor, notice of non-payment, notice of maturity, notice of protest,
presentment for the purpose of accelerating maturity, diligence in collection,
and the benefit of any exemption or insolvency laws.

            Wherever possible, each provision of this Note shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or remaining provisions of
this Note. No delay or failure on the part of Lender or Agent in the exercise of
any right or remedy hereunder or under the Loan Agreement shall operate as a
waiver thereof, nor as an acquiescence in any default, nor shall any single or
partial exercise by Lender or Agent of any right or remedy preclude any other
right or remedy. Lender or Agent, at its option, may enforce its rights against
any collateral securing this Note without enforcing its rights against Borrower,
any guarantor of the indebtedness evidenced hereby or any other property or
indebtedness due or to become due to Borrowers. Borrower agrees that, without
releasing or impairing Borrower's liability hereunder, Lender or Agent may at
any time release, surrender, substitute or exchange any collateral securing this
Note and may at any time release any party primarily or secondarily liable for
the indebtedness evidenced by this Note.

            This Note shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Illinois without regard to
any principles of conflicts of law.


                                      -2-
<PAGE>
            IN WITNESS WHEREOF, each Borrower has caused this Note to be duly
executed and delivered on the date first above written.



                                        NEENAH FOUNDRY COMPANY


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------



                                        DEETER FOUNDRY, INC.


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------



                                        MERCER FORGE CORPORATION


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------



                                        DALTON CORPORATION


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------



                                        DALTON CORPORATION, STRYKER MACHINING
                                        FACILITY CO.


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------


                                      -3-
<PAGE>
                                        DALTON CORPORATION, WARSAW
                                        MANUFACTURING FACILITY


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------



                                        ADVANCED CAST PRODUCTS, INC.


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------



                                        GREGG INDUSTRIES, INC.


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------


                                      -4-
<PAGE>
                                  EXHIBIT 7.1.4

                                CAPITAL STRUCTURE

1.   The classes and the number of authorized and issued Securities of each
     Borrower and each of its Subsidiaries and the record owner of such
     Securities are as follows:

     Borrowers:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                         Number of             Number of
                                                         Securities            Securities
                                   Class of              Issued and            Authorized but        Record
Entity                             Securities            Outstanding           Unissued              Owners
----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                   <C>                   <C>                   <C>
A & M Specialties, Inc.            Common                1,000 shares          99,000 shares         Mercer
                                   Voting Stock          issued                of Common             Forge
                                                                               Voting Stock          Corporation
----------------------------------------------------------------------------------------------------------------------
Advanced Cast                      Common Stock          100 shares of         None                  Neenah
Products, Inc.                                           Common Stock                                Foundry
                                                         issued                                      Company
----------------------------------------------------------------------------------------------------------------------
Dalton Corporation                 Common Stock          2,371,342.8776        6,378,657.1224        Neenah
                                                         shares of             shares of             Foundry
                                                         Common Stock          Common Stock          Company
                                                         issued
----------------------------------------------------------------------------------------------------------------------
Dalton Corporation,                Common Stock          100 shares of         9,900 shares of       Dalton
Kendallville                                             Common Stock          Common Stock          Corporation
Manufacturing Facility                                   issued
----------------------------------------------------------------------------------------------------------------------
Dalton Corporation,                Common Stock          1,000 shares of       None                  Dalton
Stryker Machining                                        Common Stock                                Corporation
Facility Co.                                             issued
----------------------------------------------------------------------------------------------------------------------
Dalton Corporation,                Common Stock          100 shares of         900 shares of         Dalton
Warsaw Manufacturing                                     Common Stock          Common of             Corporation
Facility                                                 issued                Stock
----------------------------------------------------------------------------------------------------------------------
Deeter Foundry, Inc.               Common Stock          1,000 shares of       99,000 shares         Neenah
                                                         Common Stock          of Common             Foundry
                                                         issued                Stock                 Company
----------------------------------------------------------------------------------------------------------------------
Gregg Industries, Inc.             Common Stock          1,049,742.5           950,257.5             Neenah
                                                         shares of             shares of             Foundry
                                                         Common Stock          Common Stock          Company
                                                         issued
----------------------------------------------------------------------------------------------------------------------
Mercer Forge                       Common Stock          625 shares of         375 shares of         Neenah
Corporation                                              Common Stock          Common Stock          Foundry
                                                         issued                                      Company
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                             Exhibit 7.1.4 - Page 1
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                         Number of             Number of
                                                         Securities            Securities
                                   Class of              Issued and            Authorized but        Record
Entity                             Securities            Outstanding           Unissued              Owners
----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                   <C>                   <C>                   <C>
Neenah Foundry                     Class A               1,000 shares of       None                  NFC
Company                            Common Stock          Class A                                     Castings,
                                                         Common Stock                                Inc.
                                                         issued
----------------------------------------------------------------------------------------------------------------------
                                                         100 shares of                               Neenah
Neenah Transport, Inc.             Common Stock          Common Stock          460 shares of         Foundry
                                                         issued                Common Stock          Company
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Subsidiaries:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                         Number of             Number of
                                                         Securities            Securities
                                   Class of              Issued and            Authorized but        Record
Entity                             Securities            Outstanding           Unissued              Owners
----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                   <C>                   <C>                   <C>
Belcher Corporation               Common Stock           100 shares of         None                  Advanced
                                                         Common Stock                                Cast
                                                         issued                                      Products,
                                                                                                     Inc.
----------------------------------------------------------------------------------------------------------------------
Cast Alloys, Inc.                 Common Stock           1,000 shares of       2,449,000             Neenah
                                                         Common Stock          shares of             Foundry
                                                         issued                Common Stock          Company
----------------------------------------------------------------------------------------------------------------------
Dalton Corporation,               Common Stock           100 shares of         750 shares of         Dalton
Ashland                                                  Common Stock          Common Stock          Corporation
Manufacturing Facility                                   issued
----------------------------------------------------------------------------------------------------------------------
Peerless Corporation              Common Stock           100 shares of         650 shares of         Advanced
                                                         Common Stock          Common Stock          Cast
                                                         issued                                      Products,
                                                                                                     Inc.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

2.   The number, nature and holder of all other outstanding Securities of each
     Borrower and each of its Subsidiaries are as follows:

     None.


                             Exhibit 7.1.4 - Page 2
<PAGE>
3.   The correct name and jurisdiction of incorporation or organization of each
     Subsidiary of each Borrower and the percentage of its issued and
     outstanding Voting Stock owned by such Borrower are as follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                               Jurisdiction of
                                               Incorporation /               Percentage of Voting
Name                                           Organization                  Stock Owned by a Borrower
----------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                           <C>
Belcher Corporation                            Delaware                      100% owned by Advanced Cast
                                                                             Products, Inc.
----------------------------------------------------------------------------------------------------------------------
Cast Alloys, Inc.                              California                    100% owned by Neenah
                                                                             Foundry Company
----------------------------------------------------------------------------------------------------------------------
Dalton Corporation, Ashland                    Ohio                          100% owned by Dalton
Manufacturing Facility                                                       Corporation
----------------------------------------------------------------------------------------------------------------------
Peerless Corporation                           Ohio                          100% owned by Advanced Cast
                                                                             Products, Inc.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

4.   The name of each Borrower's and each of its Subsidiaries' corporate or
     joint venture relationships and the nature of the relationships are as
     follows:

     None.

5.   The agreements or instruments binding upon the partners, members or
     shareholders of each Borrower and each of its Subsidiaries and relating to
     the ownership of its Securities, are as follows:

     None.


                             Exhibit 7.1.4 - Page 3
<PAGE>
                                  EXHIBIT 7.1.5

                               NAMES; ORGANIZATION

1.   Each Borrower's exact legal name and state of incorporation are:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Borrowers:                                                                 State of Incorporation:
-------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>
A & M Specialties, Inc.                                                    Pennsylvania
-------------------------------------------------------------------------------------------------------------
Advanced Cast Products, Inc.                                               Delaware
-------------------------------------------------------------------------------------------------------------
Dalton Corporation                                                         Indiana
-------------------------------------------------------------------------------------------------------------
Dalton Corporation, Kendallville Manufacturing Facility                    Indiana
-------------------------------------------------------------------------------------------------------------
Dalton Corporation, Stryker Machining Facility Co.                         Ohio
-------------------------------------------------------------------------------------------------------------
Dalton Corporation, Warsaw Manufacturing Facility                          Indiana
-------------------------------------------------------------------------------------------------------------
Deeter Foundry, Inc.                                                       Nebraska
-------------------------------------------------------------------------------------------------------------
Gregg Industries, Inc.                                                     California
-------------------------------------------------------------------------------------------------------------
Mercer Forge Corporation                                                   Delaware
-------------------------------------------------------------------------------------------------------------
Neenah Foundry Company                                                     Wisconsin
-------------------------------------------------------------------------------------------------------------
Neenah Transport, Inc.                                                     Wisconsin
-------------------------------------------------------------------------------------------------------------
</TABLE>

2.   Other than set forth above, in the conduct of its business, the following
     Borrowers have used the following legal, fictitious or trade names within
     the last five years:

     Advanced Cast Products, Inc. has used the name Meadville Cast Products.

3.   The exact legal name and state of incorporation of each Subsidiary of each
     Borrower are:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Subsidiaries:                                                              State of Incorporation:
-------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>
Belcher Corporation                                                        Delaware
-------------------------------------------------------------------------------------------------------------
Cast Alloys, Inc.                                                          California
-------------------------------------------------------------------------------------------------------------
Dalton Corporation, Ashland Manufacturing Facility                         Ohio
-------------------------------------------------------------------------------------------------------------
Peerless Corporation                                                       Ohio
-------------------------------------------------------------------------------------------------------------
</TABLE>


                             Exhibit 7.1.5 - Page 1
<PAGE>
4.   Other than as set forth above, in the conduct of its business, the
     following Subsidiaries of each Borrower have used the following legal,
     fictitious or trade names within the last five years:

     Cast Alloys, Inc. was formerly known as Niemin Porter & Co.

5.   Each Borrower's Organizational LD. Number is:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Borrowers:                                                                 Organizational ID Number:
------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>
A & M Specialties, Inc.                                                    002575141
------------------------------------------------------------------------------------------------------------
Advanced Cast Products, Inc.                                               2202982
------------------------------------------------------------------------------------------------------------
Dalton Corporation                                                         194258-113
------------------------------------------------------------------------------------------------------------
Dalton Corporation, Kendallville Manufacturing Facility                    198701-286
------------------------------------------------------------------------------------------------------------
Dalton Corporation, Stryker Machining Facility Co.                         738408
------------------------------------------------------------------------------------------------------------
Dalton Corporation, Warsaw Manufacturing Facility                          1997010259
------------------------------------------------------------------------------------------------------------
Deeter Foundry, Inc.                                                       0034729
------------------------------------------------------------------------------------------------------------
Gregg Industries, Inc.                                                     CO202437
------------------------------------------------------------------------------------------------------------
Mercer Forge Corporation                                                   2074220
------------------------------------------------------------------------------------------------------------
Neenah Foundry Company                                                     N020480
------------------------------------------------------------------------------------------------------------
Neenah Transport, Inc.                                                     N08621
------------------------------------------------------------------------------------------------------------
</TABLE>

6.   The Organizational I.D. Number of each Subsidiary of each Borrower is:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Subsidiaries:                                                               Organizational ID Number:
-----------------------------------------------------------------------------------------------------------
<S>                                                                         <C>
Belcher Corporation                                                         2204798
-----------------------------------------------------------------------------------------------------------
Cast Alloys, Inc.                                                           C1321928
-----------------------------------------------------------------------------------------------------------
Dalton Corporation, Ashland Manufacturing Facility                          907962
-----------------------------------------------------------------------------------------------------------
Peerless Corporation                                                        755551
-----------------------------------------------------------------------------------------------------------
</TABLE>

7.   Each Borrower's Type of Organization is:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Borrowers:                                                                  Type of Organization:
-----------------------------------------------------------------------------------------------------------
<S>                                                                         <C>
A & M Specialties, Inc.                                                     Corporation
-----------------------------------------------------------------------------------------------------------
</TABLE>


                             Exhibit 7.1.5 - Page 2
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Borrowers:                                                                  Type of Organization:
-----------------------------------------------------------------------------------------------------------
<S>                                                                         <C>
Advanced Cast Products, Inc.                                                Corporation
-----------------------------------------------------------------------------------------------------------
Dalton Corporation                                                          Corporation
-----------------------------------------------------------------------------------------------------------
Dalton Corporation, Kendallville Manufacturing Facility                     Corporation
-----------------------------------------------------------------------------------------------------------
Dalton Corporation, Stryker Machining Facility Co.                          Corporation
-----------------------------------------------------------------------------------------------------------
Dalton Corporation, Warsaw Manufacturing Facility                           Corporation
-----------------------------------------------------------------------------------------------------------
Deeter Foundry, Inc.                                                        Corporation
-----------------------------------------------------------------------------------------------------------
Gregg Industries, Inc.                                                      Corporation
-----------------------------------------------------------------------------------------------------------
Mercer Forge Corporation                                                    Corporation
-----------------------------------------------------------------------------------------------------------
Neenah Foundry Company                                                      Corporation
-----------------------------------------------------------------------------------------------------------
Neenah Transport, Inc.                                                      Corporation
-----------------------------------------------------------------------------------------------------------
</TABLE>

8.   The Type of Organization of each Subsidiary of each Borrower is:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Subsidiaries:                                                            Type of Organization:
-----------------------------------------------------------------------------------------------------------
<S>                                                                      <C>
Belcher Corporation                                                      Corporation
-----------------------------------------------------------------------------------------------------------
Cast Alloys, Inc.                                                        Corporation
-----------------------------------------------------------------------------------------------------------
Dalton Corporation, Ashland Manufacturing Facility                       Corporation
-----------------------------------------------------------------------------------------------------------
Peerless Corporation                                                     Corporation
-----------------------------------------------------------------------------------------------------------
</TABLE>

9.   Other than has been disclosed through filings with the Securities and
     Exchange Commission, each of the following Borrowers have been the
     surviving entity of a merger or consolidation or has acquired substantially
     all the assets of any person within the last five years:

     None.

10.  Other than has been disclosed through filings with the Securities and
     Exchange Commission, each of the following Subsidiaries of any Borrower has
     been the surviving entity of a merger or consolidation or has it acquired
     substantially all the assets of any person within the last five years:

     None.


                             Exhibit 7.1.5 - Page 3
<PAGE>
                                  EXHIBIT 8.1.3

                             COMPLIANCE CERTIFICATE

                        [______________________________]

                                       _________________, ____

Fleet Capital Corporation, as Agent
One South Wacker Drive
Suite 1400
Chicago, Illinois 60606

      The undersigned, the chief financial officer of NFC Castings, Inc.
("Parent"), gives this certificate on behalf of Ultimate Parent to Fleet Capital
Corporation, in its capacity as Agent ("Agent") in accordance with the
requirements of subsection 8.1.3 of that certain Loan and Security Agreement
dated as of October __, 2003 among Neenah Foundry Company, as a Borrower, the
Subsidiaries of Neenah Foundry Company party thereto as Borrowers, General
Electric Capital Corporation, Congress Financing Corporation (Central), Agent,
Fleet Securities, Inc., as Arranger, and the Lenders party thereto ("Loan
Agreement"). Capitalized terms used in this Certificate, unless otherwise
defined herein, shall have the meanings ascribed to them in the Loan Agreement.

      1. Based upon my review of the balance sheets and statements of income of
Parent, Borrowers and Borrowers' Subsidiaries for the [____________] period
ending _________________, ___, copies of which are attached hereto, the
undersigned hereby certifies on behalf of Ultimate Parent that:

            (i) Capital Expenditures during the period and for the fiscal year
      to date total $ ________ and $ _________, respectively.

            (ii) The Fixed Charge Coverage Ratio as of the last day of the
      period is _________: 1.00.

      2. No Default exists on the date hereof, other than _____________________
___________________________________________________ [IF NONE, SO STATE]; and


                             Exhibit 8.1.3 - Page 1
<PAGE>
      3. No Event of Default exists on the date hereof, other than ____________
___________________________________________________ [IF NONE, SO STATE].



                                    Very truly yours,


                                    NFC CASTINGS, INC.


                                    --------------------------------------
                                    Chief Financial Officer


                             Exhibit 8.1.3 - Page 1
<PAGE>
                                  EXHIBIT 8.1.4

                       FORM OF BORROWING BASE CERTIFICATE


                             Exhibit 8.1.4 - Page 1
<PAGE>
                                   EXHIBIT 8.3

                               FINANCIAL COVENANTS

DEFINITIONS

      EBITDA - with respect to any period, the sum of net earnings (or loss)
before interest expense, income taxes, depreciation and amortization for such
period (but excluding any extraordinary gains for such period), all as
determined for Parent, Borrowers and the Borrowers' Subsidiaries on a
Consolidated basis and in accordance with GAAP; plus amounts deducted in
determining net earnings (or loss) in respect of: (a) the fees, costs and
expenses actually incurred in connection with the consummation of the Plan of
Reorganization, and the closing of the Agreement and the transactions
contemplated thereby, in the actual amounts and during the actual fiscal periods
incurred, (b) non-recurring, non-cash items and (c) one-time cash expenses
relating to the closing of the facility of Dalton Corporation, Kendallville
Manufacturing Facility located at 200 West Ohio Street, Kendallville, Indiana of
up to a maximum aggregate amount of $4,000,000; and minus the amount of any cash
items not otherwise deducted in determining net income (or loss) to the extent
that such items were previously added back to EBITDA as non-recurring, non-cash
items on a prior measurement date. Notwithstanding the foregoing, it is
acknowledged and agreed that (i) for purposes of the December 31, 2003
measurement date, EBITDA for the portion of the measurement period beginning on
January 1, 2003 and ending on September 30, 2003 shall be deemed to be
$41,981,000, (ii) for purposes of the March 31, 2004 measurement date, EBITDA
for the portion of the measurement period beginning on April 1, 2003 and ending
on September 30, 2003 shall be deemed to be $33,928,000 and (iii) for purposes
of the June 30, 2004 measurement date, EBITDA for the portion of the measurement
period beginning on July 1, 2003 and ending on September 30, 2003 shall be
deemed to be $17,765,000.

      FIXED CHARGE COVERAGE RATIO - with respect to any period, the ratio of (i)
EBITDA for such period minus the sum of (a) income taxes payable in cash during
such period plus (b) non-financed Capital Expenditures (other than MACT Capital
Expenditures) during such period plus (c) the positive difference, if any,
between (1) non-financed MACT Capital Expenditures during such period minus (2)
the aggregate amount of the quarterly accretions that have occurred during such
period pursuant to the third sentence of subsection 1.1.1 of the Loan Agreement
in respect of the MACT Reserve Amount plus (d) Distributions made in cash
pursuant to subsection 8.2.7(iii) of the Loan Agreement during such period, to
(ii) Fixed Charges for such period, all as determined for Parent, Borrowers and
the Borrowers' Subsidiaries on a Consolidated basis and in accordance with GAAP.

      FIXED CHARGES - with respect to any period, the sum of: (i) scheduled
principal payments required to be made during such period in respect to
Indebtedness (including the principal portion of Capitalized Lease Obligations),
plus (ii) Interest Expense for such period, all as determined for Parent,
Borrowers and the Borrowers' Subsidiaries on a Consolidated basis and in
accordance with GAAP, plus (iii) the amount of any repayments, prepayments,
redemptions or repurchases with respect to principal made during such period in
respect of the

                              Exhibit 8.3 - Page 1
<PAGE>

Subordinated Bonds pursuant to subsection 8.2.6(i)( d) of the Loan Agreement
Notwithstanding the foregoing, it is acknowledged and agreed that for purposes
of each of the December 31, 2003, March 31, 2004, June 30, 2004 and September
30, 2004 measurement dates, scheduled principal payments in respect of the Term
Loan shall be deemed to be $3,155,000 for each of the twelve (12) month periods
ending on such dates.

      INTEREST EXPENSE - with respect to any period, (a) interest expense paid
or accrued to be paid for such period, including without limitation the interest
portion of Capitalized Lease Obligations, plus the Letter of Credit and LC
Guaranty fees owing for such period (but excluding Deferrable Interest for such
period and excluding non-cash amortization of deferred financing costs and
original issue discount), all as determined for Parent, Borrowers and Borrowers'
Subsidiaries on a Consolidated basis and in accordance with GAAP plus (b)
Deferrable Interest actually paid in cash during such period. Notwithstanding
the foregoing, it is acknowledged and agreed that (i) for purposes of the
December 31, 2003 measurement date, Interest Expense for the portion of the
measurement period beginning on January 1, 2003 and ending on September 30, 2003
shall be deemed to be $16,832,000, (ii) for purposes of the March 31, 2004
measurement date, Interest Expense for the portion of the measurement period
beginning on April 1, 2003 and ending on September 30, 2003 shall be deemed to
be $11,222,000 and (iii) for purposes of the June 30, 2004 measurement date,
Interest Expense for the portion of the measurement period beginning on July 1,
2003 and ending on September 30, 2003 shall be deemed to be $5,611,000.


                              Exhibit 8.3 - Page 2
<PAGE>


COVENANT

      FIXED CHARGE COVERAGE RATIO. Borrowers shall not permit the Fixed Charge
Coverage Ratio for any period set forth below to be less than the ratio set
forth below opposite such period (in each case measured as of the last day of
such period):

<TABLE>
<CAPTION>
                      PERIOD                                                                            RATIO
                      ------                                                                            -----
<S>                                                                                                   <C>
Twelve (12) month period ending on December 31, 2003                                                  1.10 to 1.0
Twelve (12) month period ending on March 31,2004                                                      1.10 to 1.0
Twelve (12) month period ending on June 30, 2004                                                      1.10 to 1.0
Twelve (12) month period ending on September 30, 2004                                                 1.10 to 1.0
Twelve (12) month period ending on December 31, 2004 and each                                         1.15 to 1.0
March 31, June 30, September 30 and December 31 thereafter
</TABLE>


                              Exhibit 8.3 - Page 3
<PAGE>


                                   EXHIBIT A-1

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT


                              Exhibit A-1 - Page 1
<PAGE>

                                   EXHIBIT A-1

                            ASSIGNMENT AND ACCEPTANCE

      ASSIGNMENT AND ACCEPTANCE (the "Assignment and Acceptance") dated as of
___________, 2003 among _____________________ ("Assignor"), ___________________
("Assignee"), and FLEET CAPITAL CORPORATION, as agent (the "Agent") [AND] FLEET
SECURITIES, INC., as Arranger (the "Arranger") [AND NEENAH FOUNDRY COMPANY AND
CERTAIN OF ITS SUBSIDIARIES (COLLECTIVELY, "BORROWERS")] under the Loan
Agreement referred to below.

                                   WITNESSETH:

      WHEREAS, Assignor is a party to a Loan and Security Agreement dated
September __' 2003 (as the same may be amended, restated, modified or
supplemented from time to time, the "Loan Agreement"; unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed to them
in the Loan Agreement), among [BORROWERS/NEENAH FOUNDRY COMPANY AND CERTAIN OF
ITS SUBSIDIARIES PARTY THERETO ("BORROWERS")], the Persons (including Assignor)
identified as lenders thereto (collectively, the "Lenders" and each
individually, a "Lender"), the Agent, the Arranger, a certain Syndication Agent
and certain Documentation Agents;

      WHEREAS, from and after the Assignment Effective Date (as defined below),
Assignee shall be a "Lender" for all purposes under the Loan Agreement and shall
benefit from all of the rights and obligations of a "Lender" under the Loan
Agreement and under any mortgages and other security documents in favor of the
Agent and the Lenders in connection therewith, whether now existing or hereafter
executed and delivered by any Borrower or any other Person (the Loan Agreement,
together with such mortgages and other security agreements, in each case, as the
same may be amended from time to time, the "Security Documents");

      WHEREAS, pursuant to the Loan Agreement, Assignor has made and may from
time to time be required to make, Loans or other extensions of credit to or for
the account of the Borrowers;

      WHEREAS, Assignor desires to assign to Assignee and Assignee desires to
assume from Assignor the rights of Assignor under the Loan Agreement with
respect to a portion of Assignor's Loan Commitment; and

      NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

      1. Assignment.

      Assignor hereby assigns to Assignee, without recourse, representation or
warranty (other than expressly provided herein), that percentage listed on Annex
I hereto as the "Assignee's Share" ("Assignee's Share") of all of Assignor's
rights, title and interest arising

<PAGE>

under the Loan Agreement and the other Loan Documents relating to Assignor's
Loan Commitment, including, without limitation, all rights with respect to
Assignee's Share of the Revolving Credit Loans heretofore made by, and the Term
Loan owing to, Assignor and all rights with respect to Assignee's Share of all
Letters of Credit and LC Guaranties (collectively, "LCs") heretofore issued
under the Loan Agreement and in which Assignor has purchased a participating
interest (in each case without giving effect to any assignments or
participations thereof by Assignor). The dollar amount of Assignee's Share of
Assignor's Loan Commitment is listed on Annex I hereto, together with interest
rates payable on Assignee's Share of the Loans and other fees (if any) payable
to Assignee (collectively, the "Fees"). The respective Revolving Loan
Percentages and the respective pro rata shares of the Term Loan of each of
Assignor and Assignee from and after the Assignment Effective Date are listed on
Annex I hereto.

      2. Assumption.

      Assignee hereby assumes from Assignor all of Assignor's obligations
arising under the Loan Agreement and the other Loan Documents relating to
Assignee's Share of Assignor's Loan Commitment, the outstanding Revolving Credit
Loans, LCs and the Term Loan. It is the intent of the parties hereto that
Assignor shall be released from all of its obligations under the Loan Agreement
and the other Loan Documents relating to Assignee's Share of Assignor's Loan
Commitment, Revolving Credit Loans, LCs and the Term Loan pursuant to the terms
of the Loan Agreement.

      3. Payment of Interest and Fees to Assignee.

      (a) Assignor hereby advises the Agent of the assignment of Assignee's
Share of Assignor's Loan Commitment and the outstanding Loans and LCs and
directs the Agent to pay Assignee (i) on any payment of interest on any Loans
paid by, or on behalf of, any Borrower pursuant to the Loan Agreement and
attributable to Assignee's Share of such Loans those rates of interest, as
applicable, specified in Annex I hereto, and (ii) any fees paid by, or on
behalf, of any Borrower and attributable to Assignee's Share of the Loan
Commitment, Loans and LCs which are Fees specified in Annex I hereto. To the
extent the amount of any interest or fees paid by, or on behalf of, any Borrower
under the Loan Agreement in respect of the Assignee's Share is greater than such
amount payable to Assignee under this Assignment and Acceptance, Assignee hereby
directs the Agent to pay the difference directly to Assignor as an
administrative fee. Notwithstanding anything to the contrary contained in this
Assignment and Acceptance, the Agent shall have no liability or obligation to
pay any amounts to Assignee except as provided in the Loan Agreement and subject
to the Agent's receipt of monies paid by, or on behalf of, the Borrowers for the
account of Assignee.

      (b) If the Loan Agreement shall be amended after the date hereof so as to
raise or reduce the rate or rates of interest payable on any Loan during any
period or the rate at which the Fees are payable or if an Event of Default shall
raise the rate of interest payable on any Loan or the rate at which any Fee is
payable for any period, then the rate or rates at which



                                      -2-
<PAGE>


interest or Fees, as the case may be, shall be distributable to Assignee
hereunder for such period shall be raised or reduced to the same extent.

      (c) Notwithstanding anything to the contrary contained in this Assignment
and Acceptance, if and when Assignor receives or collects any payment of
interest on any Loan attributable to Assignee's Share or any payment of Fees
attributable to Assignee's Share which, in any such case, are required to be
paid to Assignee pursuant to clause (a) above, Assignor shall distribute to
Assignee such payments but only to the extent of such interest or Fees accrued
after the Assignment Effective Date.

      (d) Notwithstanding anything to the contrary contained in this Assignment
and Acceptance, if and when Assignee receives or collects any payment of
interest on any Loan or any payment of Fees which in any such case are required
to be paid to Assignor pursuant to clause (a) above, Assignee shall distribute
to Assignor such payment.

      (e) The Agent by its execution hereof, consents to the assignments
described above and agrees to make payments in respect of interest and Fees as
described in said clause (a) above. The Arranger by its execution hereof,
consent to the assignments described above.

      4. Payments on Assignment Effective Date.

      In consideration of the assignment by Assignor to Assignee of Assignee's
Share of Assignor's Loan Commitment, Loans and LCs as set forth above, (a)
Assignee agrees to pay to Assignor on or prior to the Assignment Effective Date
an amount specified by Assignor in writing on or prior to the Assignment
Effective Date which represents Assignee's Share of the principal amount of
Loans made by Assignor pursuant to the Loan Agreement and outstanding on the
Assignment Effective Date and (b) Assignor agrees to pay to Assignee the Closing
Fee (if any) specified in Annex I hereto on the date specified in Annex I
hereto.

      5. Effectiveness.

      (a) This Assignment and Acceptance shall become effective as of the date
listed on Annex I as the Assignment Effective Date (the "Assignment Effective
Date") upon (i) execution of this Assignment and Acceptance by Assignor,
Assignee, the Agent, the Arranger [AND THE BORROWERS] (whether the same or
different copies), (ii) payment by Assignee to Assignor of the amount described
in clause (a) of Section 4 above and (iii) payment by the Assignor to the Agent
of the $3,500 processing and recordation fee specified in subsection 11.9.1 of
the Loan Agreement.

      (b) It is agreed that all interest on any Loans attributable to Assignee's
Share and all Fees attributable to Assignee's Share, which, in each case,
accrues on and after the Assignment Effective Date shall be paid directly to
Assignee in the manner set forth in Section 3 above.

                                      -3-
<PAGE>

      6. Representations and Warranties.

      (a) Each of Assignor and Assignee represents and warrants to the other
party as follows:

      (1) it has full power and authority and has taken all action necessary, to
   execute and deliver this Assignment and Acceptance and to fulfill its
   obligations under, and to consummate the transactions contemplated by, this
   Assignment and Acceptance;

      (2) the making and performance by it of this Assignment and Acceptance and
   all documents required to be executed and delivered by it hereunder do not
   and will not violate any law or regulation of the jurisdiction of its
   incorporation or organization or any other law or regulation applicable to
   it;

      (3) this Assignment and Acceptance has been duly executed and delivered by
   it and constitutes its legal, valid and binding obligation, enforceable in
   accordance with its terms; and

      (4) all approvals, authorizations, or other actions by, or filing with,
   any governmental authority necessary for the validity or enforceability of
   its obligations under this Assignment and Acceptance have been obtained.

      (b) Assignor represents and warrants to Assignee that Assignee's Share of
Assignor's Loan Commitment, Loans and LCs being assigned hereunder are subject
to no liens or security interests created by Assignor.

      7. Miscellaneous.

      (a) Assignor shall not be responsible to Assignee for the execution (by
any party other than Assignor), effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of the Loan Agreement, the other
Loan Documents or any of the agreements, documents or instruments executed
and/or delivered in connection therewith (collectively, the "Financing
Documents") or for any representations, warranties, recitals or statements made
therein or in any written or oral statement or in any financial or other
statements, instruments, reports, certificates or any other documents made or
furnished or made available by Assignor to Assignee or by or on behalf of any
Borrower or any other person obligated under the Financing Documents
(collectively, the "Credit Parties") to Assignor or Assignee in connection with
the Financing Documents and the transactions contemplated thereby. Assignor
shall not be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained in any of the Loan Documents or as to the use of the proceeds of the
Loans or LCs as to the existence or possible existence of any default (matured
or unmatured) under the Loan Documents.

                                      -4-
<PAGE>

      (b) Assignee represents and warrants that it has made its own independent
investigation of the financial condition and affairs of the Credit Parties in
connection with the making of the Loans and the assignment of Assignee's Share
of Assignor's Loan Commitment, Loans and LCs to Assignee hereunder and has made
and shall continue to make its own appraisal of the creditworthiness of the
Credit Parties. Assignor shall have no duty or responsibility either initially
or on a continuing basis to make any such investigation or any such appraisal on
behalf of Assignee or to provide Assignee with any credit or other information
with respect thereto, whether coming into its possession before the making of
Loans or at any time or times thereafter and shall further have no
responsibility with respect to the accuracy of, or the completeness of, any
information provided to Assignee, whether by Assignor or by or on behalf of any
Credit Party.

      (c) Assignee represents to Assignor, Agent and Borrower that it is either
(i) organized under the laws of the United States or a state thereof (a "US
Bank") or (ii) if Assignee is not a US Bank, under applicable law and treaties,
no withholding or other Taxes will be required to be withheld by Agent, Borrower
or Assignor with respect to any payments to be made to Assignee in respect of
the interests transferred hereunder. If Assignee is not a US Bank, Assignee
agrees to furnish to each of Assignor, Agent and Borrower (A) either United
States Internal Revenue Service Form W-8BEN or Form W-8ECI (wherein Assignee
claims entitlement to complete exemption from the United States federal
withholding tax on all interest payments hereunder) and (B) a new Form W-8BEN or
Form W-8ECI upon the obsolescence of any previously delivered form and
comparable statements in accordance with applicable United States laws and
regulations and amendments duly executed and completed by Assignee and to comply
from time to time with all applicable United Stated laws and regulations with
regard to such withholding tax exemption.

      (d) ANY DISPUTE AMONG AGENT, ASSIGNOR AND ASSIGNEE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE
WITH THE INTERNAL LAWS AND NOT THE CONFLICTS OF LAW PROVISIONS OF THE STATE OF
ILLINOIS.

      (e) No term or provision of this Assignment and Acceptance may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the parties to this Assignment and Acceptance.

      (f) This Assignment and Acceptance may be executed in one or more
counterparts, each of which shall be an original but all of which, taken
together, shall constitute one and the same instrument.

      (g) Assignor may at any time or from time to time grant to others
assignments or participations in its Loan Commitment, Revolving Loans, LCs and
the Term


                                      -5-
<PAGE>

Loan in accordance with the terms of the Loan Agreement, but not in the portions
thereof assigned to Assignee pursuant to this Assignment and Acceptance.

      (h) All payments hereunder or in connection herewith shall, unless
otherwise specified in Annex I hereto, be made in dollars and in immediately
available funds, if payable to Assignor, to the account of Assignor at its
office as designated in Annex I hereto, and if payable to Assignee, to the
account of Assignee, as designated in Annex I hereto. The address of Assignee
for notice purposes under the Loan Agreement shall be as set forth below its
signature on the signature pages hereof.

      (i) This Assignment and Acceptance shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Neither of the parties hereto may assign or transfer any of its rights or
obligations under this Assignment and Acceptance without the prior consent of
the other party. The preceding sentence shall not limit the right of Assignee to
assign all or part of Assignee's Share of Assignor's Loan Commitment and any
outstanding Loans and LCs assigned under this Assignment and Acceptance in the
manner contemplated by the Loan Agreement.

      (j) All representations and warranties made herein and indemnities
provided for herein shall survive the consummation of the transactions
contemplated hereby.



                                      -6-
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have executed this Assignment
and Acceptance as the date first above written.

<TABLE>
<S>                                        <C>
                                           Assignor:

                                           ------------------------------------


                                           By
                                              ---------------------------------
                                           Title
                                                 ------------------------------


                                           Assignee:

                                           ------------------------------------


                                           By
                                              ---------------------------------
                                           Title
                                                 ------------------------------


                                           Address for notices:

                                           ------------------------------------

                                           ------------------------------------
                                           Attention:
                                                     --------------------------
                                           Facsimile No.: (   )    -

Acknowledged and consented to
  as of ____________, 20__



FLEET CAPITAL CORPORATION,
as Agent

By
   ------------------------------
Title
      ---------------------------

Acknowledged and consented to
  as of             , 20


FLEET SECURITIES, INC.,
as Arranger

By
   ------------------------------
Title
      ---------------------------
</TABLE>


                                      -7-
<PAGE>
<TABLE>
<S>                                        <C>
[ACKNOWLEDGED AND CONSENTED TO
  AS OF            , 20

NEENAH FOUNDRY COMPANY


BY
   ------------------------------
TITLE                           ]
      ---------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

DEETER FOUNDRY, INC.


BY
   ------------------------------
TITLE                           ]
      ---------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

MERCER FORGE CORPORATION


BY
   ------------------------------
TITLE                           ]
      ---------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

DALTON CORPORATION


BY
   ------------------------------
TITLE                           ]
      ---------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

DALTON CORPORATION, STRYKER
MACHINING FACILITY CO.


BY
   ------------------------------
</TABLE>


                                      -8-
<PAGE>
<TABLE>
<S>                                        <C>
TITLE                           ]
      ---------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

DALTON CORPORATION, WARSAW
MANUFACTURING FACILITY


BY
   ------------------------------
TITLE                           ]
      ---------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

ADVANCED CAST PRODUCTS, INC.


BY
   ------------------------------
TITLE                           ]
      ---------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

GREGG INDUSTRIES, INC.


BY
   ------------------------------
TITLE                           ]
      ---------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

NEENAH TRANSPORT, INC.


BY
   ------------------------------
TITLE                           ]
      ---------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

DALTON CORPORATION,
KENDALL VILLE MANUFACTURING
</TABLE>


                                      -9-
<PAGE>
<TABLE>
<S>                                        <C>
FACILITY


BY
   ------------------------------
TITLE                           ]
      ---------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

A & M SPECIALTIES, INC.


BY
   ------------------------------
TITLE                           ]
      ---------------------------
</TABLE>


                                      -10-
<PAGE>
                                     Annex I
                                       to
                            Assignment and Acceptance

1.    Borrower:   Neenah Foundry Company
                  Deeter Foundry, Inc.
                  Mercer Forge Corporation
                  Dalton Corporation
                  Dalton Corporation, Stryker Machining Facility Dalton
                  Corporation, Warsaw Manufacturing Facility
                  Advanced Cast Products, Inc.
                  Gregg Industries, Inc.
                  Neenah Transport, Inc.
                  Dalton Corporation, Kendallville Manufacturing Facility
                  A & M Specialties, Inc.

2.    Date of Loan Agreement:  October   , 2003

3.    Assignor:
               --------------------------------
4.    Assignee:
               --------------------------------
5.    Date of Assignment and Acceptance:              , 20
                                         -------------    --
6.    Assignment Effective Date:                 , 20
                                 ----------------    --
7.    Assignee's Share:      % of Assignor's Loan Commitment
                        -----
8.    Amounts:

<TABLE>
<S>                                                               <C>
      a.  Assignor's Loan Commitment                              $
                                                                  -------------
      b.  Assignee's Share of Assignor's Loan Commitment                       %
                                                                  -------------
      c.  Assignee's Loan Commitment                              $
                                                                  -------------
      d.  Revolving Loans made by Assignor to Borrower
          outstanding as of Assignment Effective Date             $
                                                                  -------------
      e.  Amount of Outstanding Revolving Loans Assigned to
          Assignee                                                $
                                                                  -------------
      f.  Assignor's Participation in LCs as of Assignment
          Effective Date                                          $
                                                                  -------------
      g.  Amount of Participation in LCs Assigned to
          Assignee                                                $
                                                                  -------------
      h.  Amount of Outstanding Term Loan                         $
                                                                  -------------
</TABLE>
<PAGE>
<TABLE>
<S>                                                               <C>
      i.  Amount of Outstanding Term Loan Assigned to
          Assignee                                                $
                                                                  -------------
</TABLE>

<PAGE>

9.    Percentages (from and after Assignment Effective Date):

<TABLE>
<S>                                                             <C>
      a.  Assignor's Revolving Loan Percentage                                 %
                                                                  -------------
      b.  Assignee's Revolving Loan Percentage                                 %
                                                                  -------------
      c.  Assignor's Pro Rata Share of Term Loan                               %
                                                                  -------------
      d.  Assignee's Pro Rata Share of Term Loan                               %
                                                                  -------------
10.   Interest Rates:                                             [PER SECTION 2
                                                                OF LOAN AGREEMENT]
11.   Fees:

      a.  Letter of Credit and LC Guaranty Fees                   [PER SECTION 2.4
                                                                OF LOAN AGREEMENT]

      b.  Unused Line Fee                                         [PER SECTION 2.5
                                                                OF LOAN AGREEMENT]
12.   Closing Fee Payable by Assignor to Assignee:              $       , payable
                                                                on    , 20
</TABLE>
<PAGE>
13.   Payment Instructions:

      Assignor:
                  -------------------------------------

                  -------------------------------------

                  ABA #:
                        -------------------------------
                  Account #:
                            ---------------------------
                  Account Title:
                                -----------------------
                  Reference:
                            ---------------------------

      Assignee:
                  -------------------------------------

                  -------------------------------------

                  ABA #:
                        -------------------------------
                  Account #:
                            ---------------------------
                  Account Title:
                                -----------------------
                  Reference:
                            ---------------------------

<TABLE>
<S>                                        <C>
Assignee:                                  Assignor:

---------------------------------------    ------------------------------------

By:                                        By:
   ------------------------------------       ---------------------------------
Title:                                     Title:
      ---------------------------------          ------------------------------

Agent:



FLEET CAPITAL CORPORATION

By
   ------------------------------------
Title
      ---------------------------------

Arranger:

FLEET SECURITIES, INC.



By
   ------------------------------------
Title
      ---------------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

NEENAH FOUNDRY COMPANY
</TABLE>
<PAGE>
<TABLE>
<S>                                        <C>
BY
   ------------------------------------
TITLE                                 ]
      ---------------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

DEETER FOUNDRY, INC.


BY
   ------------------------------------
TITLE                                 ]
      ---------------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

MERCER FORGE CORPORATION


BY
   ------------------------------------
TITLE                                 ]
      ---------------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

DALTON CORPORATION


BY
   ------------------------------------
TITLE                                 ]
      ---------------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

DALTON CORPORATION, STRYKER
MACHINING FACILITY CO.


BY
   ------------------------------------
TITLE                                 ]
      ---------------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

DALTON CORPORATION, WARSAW
MANUFACTURING FACILITY
</TABLE>
<PAGE>
<TABLE>
<S>                                        <C>
BY
   ------------------------------------
TITLE                                 ]
      ---------------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

ADVANCED CAST PRODUCTS, INC.


BY
   ------------------------------------
TITLE                                 ]
      ---------------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

GREGG INDUSTRIES, INC.


BY
   ------------------------------------
TITLE                                 ]
      ---------------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

NEENAH TRANSPORT, INC.


BY
   ------------------------------------
TITLE                                 ]
      ---------------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20

DALTON CORPORATION,
KENDALL VILLE MANUFACTURING FACILITY


BY
   ------------------------------------
TITLE                                 ]
      ---------------------------------


[ACKNOWLEDGED AND CONSENTED TO
  AS OF             , 20
</TABLE>
<PAGE>
<TABLE>
<S>                                        <C>
A & M SPECIALTIES, INC.


BY
   ------------------------------------
TITLE                                 ]
      ---------------------------------
</TABLE>