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                                                                    Exhibit 10.1

                               AMENDMENT NO. 1 TO
                           LOAN AND SECURITY AGREEMENT


          This Amendment No. 1 to Loan and Security Agreement (this "Amendment")
dated July 28, 2005, is by and among Borrowers (as defined below), the
undersigned Lenders and Fleet Capital Corporation, as Agent for the Lenders who
are from time to time party to that certain Loan and Security Agreement (as
amended from time to time, and as amended hereby, the "Loan Agreement") dated as
of October 8, 2003, by and among Neenah Foundry Company, a Wisconsin corporation
("Neenah"), as a Borrower, the Subsidiaries of Neenah that are party thereto as
Borrowers (Neenah and such Subsidiaries are collectively, "Borrowers" and each,
a "Borrower"), Fleet Capital Corporation, as Agent and as a Lender, Congress
Financial Corporation (Central), as Syndication Agent and as a Lender, General
Electric Capital Corporation, as Documentation Agent and as a Lender, and the
other Lenders party thereto. All capitalized terms used in this Amendment and
not otherwise defined in this Amendment shall have the same meanings herein as
in the Loan Agreement.

          Borrowers have requested that Agent and Lenders agree to amend certain
provisions of the Loan Agreement, as more particularly set forth herein.

          Subject to each of the terms and conditions set forth herein, Agent
and the undersigned Lenders have agreed to the requests described above.

          Now, therefore, the parties hereto hereby agree as follows:

          1. Amendments. Subject to the prior satisfaction of the conditions set
forth in Section 2 of this Amendment, and in reliance on the representations and
warranties set forth in Section 3 of this Amendment, the parties hereto agree to
the following amendments to the Loan Agreement:

          (a) Section 2.6 (Prepayment Fee) of the Loan Agreement is hereby
amended and restated in its entirety as follows:

          "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 0.50% 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 second, third or fourth 12 month period of
     the Term (October 8, 2004 through October 7, 2007). Notwithstanding the
     foregoing, no such prepayment fee resulting from a


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     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, 2007, no such prepayment fee shall be payable."

          (b) Section 4.1 (Term of Agreement) of the Loan Agreement is hereby
amended and restated in its entirety as follows:

          "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 through and including October 8, 2009 (the "Term"),
     unless terminated as provided in Section 4.2 hereof."

          (c) The reference to the amount of "$17,500,000" contained in each of
clause (i)(c)(2) and (i)(c)(3) of subsection 8.2.6 (Payments and Amendments of
Certain Debt) of the Loan Agreement is hereby deleted and replaced with a
reference to the amount of "$15,000,000".

          (d) The reference to the amount of "$15,000,000" contained in clause
(i)(d)(1) of subsection 8.2.6 (Payments and Amendments of Certain Debt) of the
Loan Agreement is hereby deleted and replaced with a reference to the amount of
"$20,000,000".

          (e) The word "and" at the end of clause (vi) of subsection 8.2.9
(Disposition of Assets) of the Loan Agreement is hereby replaced with a ";", the
"." at the end of clause (vii) of subsection 8.2.9 is hereby replaced with a ";"
and the following clauses (viii) and (ix) are hereby added to subsection 8.2.9:

          "(viii) a Permitted Gregg Sale; and

             (ix) a Permitted Mercer Sale."


          (f) The first sentence of Section 8.3 (Specific Financial Covenants)
of the Loan Agreement is hereby amended and restated in its entirety as follows:

          "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; provided, however,
     that such financial covenants shall not be tested for a fiscal period where
     Availability exceeds $25,000,000 at all times during the period beginning
     on the first day of the final fiscal quarter in such fiscal period and
     ending on the day that the financial statements for such fiscal period are
     delivered in accordance with subsection 8.1.3(ii) of the Agreement."

          (g) The definition of Applicable Margin contained in Appendix A to the
Loan Agreement is hereby amended and restated in its entirety as follows:

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          "Applicable Margin - from the Amendment No. 1 Effective 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:

          Base Rate Revolving Portion                  0.25%
          Base Rate Term Portion                       0.75%
          LIBOR Revolving Portion                      1.75%
          LIBOR Term Portion                           2.25%
          Unused Line Fee                              0.375%

          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 June 30, 2005 (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:

<TABLE>
<CAPTION>
                                               Base Rate     Base Rate       LIBOR          LIBOR      Unused
                                               ---------     ---------       -----          -----      ------
               Financial Measurement           Revolving       Term        Revolving         Term     Line Fee
               ---------------------           ---------       ----        ---------         ----     --------
                                                Portion       Portion       Portion         Portion
                                                -------       -------       -------         -------

<S>                                            <C>           <C>            <C>            <C>        <C>
          Less than 1.15 to 1.00                  1.00%         1.50%          2.50%         3.00%      0.500%

          Greater than or equal to 1.15 to        0.75%         1.25%          2.25%         2.75%      0.500%
          1.00 and less than 1.25 to 1.00

          Greater than or equal to 1.25 to        0.50%         1.00%          2.00%         2.50%      0.375%
          1.00 and less than 1.45 to 1.00

          Greater than or equal to 1.45 to 1.00   0.25%         0.75%          1.75%         2.25%      0.375%
</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


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     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.

          The amendments made to this definition of Applicable Margin pursuant
     to that certain Amendment No. 1 to the Agreement dated as of the Amendment
     No. 1 Effective Date shall govern the amount of interest accruing on and
     after the Amendment No. 1 Effective Date, but shall not alter the amount of
     interest which has accrued under the Agreement prior to the Amendment No. 1
     Effective Date."

          (h) The following definition of Amendment No. 1 Effective Date is
hereby added to Appendix A to the Loan Agreement, inserted in appropriate
alphabetical order:

          "Amendment No. 1 Effective Date - July 28, 2005."

          (i) The following definition of Permitted Gregg Sale is hereby added
to Appendix A to the Loan Agreement, inserted in appropriate alphabetical order:

          "Permitted Gregg Sale - a sale of all of the capital stock of Gregg,
     or all or substantially all of the assets of Gregg, where (i) no Default or
     Event of Default exists or would result from the consummation of such sale,
     (ii) such sale is consummated on terms, and pursuant to documentation, that
     are satisfactory in form and substance to Agent in its reasonable
     discretion, (iii) at least five (5) Business Days prior to the consummation
     of such sale, Agent has received substantially final versions of the
     documentation that will evidence the same, (iv) the net cash proceeds
     received in such sale are greater than or equal to $11,000,000 and (v) all
     of the net cash proceeds received from such sale are first applied to the
     installments of principal due under the Term Notes ratably, to be applied
     to future installment payments on a ratable basis (it being agreed and
     understood that the foregoing shall apply notwithstanding any provisions in
     subsection 3.3.1 of the Agreement to the contrary, with any remaining net
     cash proceeds after the Term Notes have been repaid in full to then be
     applied in accordance with subsection 3.3.1 of the Agreement)."

          (j) The following definition of Permitted Mercer Sale is hereby added
to Appendix A to the Loan Agreement, inserted in appropriate alphabetical order:

          "Permitted Mercer Sale - a sale of all of the capital stock of Mercer,
     or all or substantially all of the assets of Mercer, where (i) no Default
     or Event of Default exists or would result from the consummation of such
     sale, (ii) such sale is consummated on terms, and pursuant to
     documentation, that are


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     satisfactory in form and substance to Agent in its reasonable discretion,
     (iii) at least five (5) Business Days prior to the consummation of such
     sale, Agent has received substantially final versions of the documentation
     that will evidence the same, (iv) such sale occurs on or prior to December
     31, 2005, (v) in connection with the consummation of such sale, the
     principal balance of the Term Loan shall be repaid in an amount of not less
     than $1,700,000 and (vi) all of the net cash proceeds received from such
     sale are first applied to the installments of principal due under the Term
     Notes ratably, to be applied to future installment payments on a ratable
     basis (it being agreed and understood that the foregoing shall apply
     notwithstanding any provisions in subsection 3.3.1 of the Agreement to the
     contrary, with any remaining net cash proceeds after the Term Notes have
     been repaid in full to then be applied in accordance with subsection 3.3.1
     of the Agreement)."

          (k) The definition of Revolving Credit Maximum Amount contained in
Appendix A to the Loan Agreement is hereby amended and restated in its entirety
as follows:

          "Revolving Credit Maximum Amount - at any time, the difference between
     (i) $92,085,000 minus (ii) the outstanding principal balance of the Term
     Loan at such time, as such amount may be reduced from time to time pursuant
     to the terms of this Agreement."

          (l) The definition of EBITDA contained in Exhibit 8.3 to the Loan
Agreement is hereby amended and restated in its entirety as follows:

          "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, (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
     (d) the fees, costs and expenses actually incurred in connection with the
     sale of Mercer Forge Corporation, in the actual amounts of up to a maximum
     aggregate of $2,500,000 during the actual fiscal periods incurred; 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."

          2. Conditions to Effectiveness. The effectiveness of this Amendment
shall be subject to the prior satisfaction of the following conditions:

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          (a) Agent shall have received an execution version of this Amendment
signed by the parties hereto;

          (b) Borrowers shall have delivered, or shall have caused to be
delivered, to Agent each of the documents, agreements and instruments set forth
on Exhibit A attached hereto, together with such other documents, agreements and
instruments as may be reasonably requested by Agent, each such document,
agreement and instrument in form and content reasonably acceptable to Agent; and

          (c) no Default or Event of Default shall be in existence.

          3. Representations and Warranties. To induce Agent and the Lenders
party hereto to execute and deliver this Amendment, each Borrower hereby
represents and warrants to Lenders that, after giving effect to this Amendment:

          (a) All representations and warranties contained in the Loan Agreement
and the other Loan Documents are true and correct in all material respects on
and as of the date of this Amendment, in each case as if then made, other than
representations and warranties that expressly relate solely to an earlier date
(in which case such representations and warranties were true and accurate on and
as of such earlier date);

          (b) No Default or Event of Default has occurred and is continuing; and

          (c) The execution and delivery by such Borrower of this Amendment does
not require the consent or approval of any Person, except such consents and
approvals as have been obtained.

          4. Post-Closing Agreement. Notwithstanding the condition set forth in
Section 2(b) above, Borrowers shall have until August 31, 2005 to deliver to
Agent (i) a good standing certificate for Belcher Corporation from the Secretary
of State of Massachusetts, (ii) good standing certificates for Mercer Forge
Corporation and Advanced Cast Products, Inc. from the Secretary of State of
Pennsylvania, (iii) a good standing certificate and certified Articles of
Incorporation for A&M Specialties, Inc. from the Secretary of State of
Pennsylvania and (iv) either (x) a good standing certificate and certified
Articles of Incorporation of Cast Alloys, Inc. from the Secretary of California
or (y) upon Agent's prior consent, evidence that Cast Alloys, Inc. has been
dissolved.

          5. Scope. This Amendment shall have the effect of amending the Loan
Agreement and the other Loan Documents as appropriate to express the agreements
contained herein. In all other respects, the Loan Agreement and the other Loan
Documents shall remain in full force and effect in accordance with their
respective term.

          6. Reaffirmation and Confirmation. Each Borrower hereby ratifies,
affirms, acknowledges and agrees that the Loan Agreement and the other Loan
Documents represent the valid, enforceable and collectible obligations of such
Borrower, and each Borrower further acknowledges that there are no existing
claims, defenses, personal or otherwise, or rights of setoff whatsoever with
respect to the Loan Agreement or any of the Loan Documents. Each Borrower hereby
agrees that this Amendment in no way acts as a release or relinquishment of the
Liens and rights securing payments of the Obligations. The

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Liens and rights securing payment of the Obligations are hereby ratified and
confirmed by each Borrower in all respects.

          7. Counterparts. This Amendment may be executed in counterpart and by
different parties hereto in separate counterparts, each of which, when taken
together, shall constitute but one and the same instrument.

          8. Expenses. All of Agent's reasonable costs and expenses, including,
without limitation, attorney's fees, incurred in connection with the preparation
of this Amendment and all related documents shall be paid by Borrowers upon the
request of Agent.










<PAGE>

          IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first above written.

                                   BORROWERS:


                                   NEENAH FOUNDRY COMPANY


                                   By:  /s/ Gary LaChey
                                   Its: Corporate V-P Finance & CFO


                                   DEETER FOUNDRY, INC.

                                   By:  /s/ Gary LaChey
                                   Its: Corporate V-P Finance & CFO

                                   MERCER FORGE CORPORATION

                                   By:  /s/ Gary LaChey
                                   Its: Corporate V-P Finance & CFO

                                   DALTON CORPORATION

                                   By:  /s/ Gary LaChey
                                   Its: Corporate V-P Finance & CFO

                                   DALTON CORPORATION, STRYKER
                                   MACHINING FACILITY CO.

                                   By:  /s/ Gary LaChey
                                   Its: Corporate V-P Finance & CFO





                       Signature Page to Amendment No. 1
<PAGE>



                                   DALTON CORPORATION, WARSAW
                                   MANUFACTURING FACILITY

                                   By:  /s/ Gary LaChey
                                   Its: Corporate V-P Finance & CFO

                                   ADVANCED CAST PRODUCTS, INC.

                                   By:  /s/ Gary LaChey
                                   Its: Corporate V-P Finance & CFO

                                   GREGG INDUSTRIES, INC.

                                   By:  /s/ Gary LaChey
                                   Its: Corporate V-P Finance & CFO

                                   A & M SPECIALTIES, INC.

                                   By:  /s/ Gary LaChey
                                   Its: Corporate V-P Finance & CFO

                                   NEENAH TRANSPORT, INC.

                                   By:  /s/ Gary LaChey
                                   Its: Corporate V-P Finance & CFO

                                   DALTON CORPORTION, KENDALLVILLE
                                   MANUFACTURING FACILITY

                                   By:  /s/ Gary LaChey
                                   Its: Corporate V-P Finance & CFO






                       Signature Page to Amendment No. 1
<PAGE>



                                   FLEET CAPITAL CORPORATION, as Agent and
                                   as a Lender

                                   By:  /s/ Robert F. Lund
                                   Its: Senior Vice President


                                   WACHOVIA CAPITAL FINANCE
                                   CORPORATION (CENTRAL) (f/k/a
                                   Congress Financial Corporation
                                   (Central)), as Syndication Agent
                                   and as a Lender

                                   By:  Laura D. Wheeland
                                   Its: Vice President


                                   GENERAL ELECTRIC CAPITAL CORPORATION,
                                   as a Lender

                                   By:  /s/ [Illegible]
                                   Its: Duly Authorized Signatory


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

                                   By:  /s/ [Illegible]
                                   Its: Vice president




                       Signature Page to Amendment No. 1