<PAGE>
                                                                   Exhibit 10.2


                                                              EXECUTION VERSION

                             SUBSCRIPTION AGREEMENT

         AGREEMENT, dated as of October 7, 2003, by and among MacKay Shields
LLC, Citicorp Mezzanine III, L.P., TCW Shared Opportunity Fund II, L.P., Shared
Opportunity Fund IIB LLC, TCW Shared Opportunity Fund IV, L.P., TCW Shared
Opportunity Fund IVB, L.P., AIMCO CDO, Series 2000-A, TCW High Income Partners,
Ltd., TCW High Income Partners II, Ltd., Metropolitan Life Insurance Company and
Exis Differential Holdings, Ltd. (collectively, together with their respective
Affiliates, the "INVESTORS" and each an "INVESTOR"), and ACP Holding Company, a
Delaware corporation ("ACP HOLDING"), Neenah Foundry Company, a Wisconsin
corporation (the "COMPANY"), and the Subsidiary Guarantors listed on the
signature page hereto.

                                   WITNESSETH:

         WHEREAS, on August 5, 2003 (the "FILING DATE"), ACP Holding, NFC
Castings, Inc., a Delaware corporation ("NFC CASTINGS"), the Company and the
Company's Subsidiaries filed voluntary petitions in the United States Bankruptcy
Court in the Southern District of New York (the "BANKRUPTCY COURT") under
chapter 11 (the "CHAPTER 11 CASES") of Title 11 of the United States Code (the
"BANKRUPTCY CODE"), and will seek Bankruptcy Court approval of the plan of
reorganization substantially in the form attached hereto as Exhibit A (the
"PLAN");

         WHEREAS, on August 28, 2003, the Bankruptcy Court entered an order (a)
approving the Commitment Letter (as hereinafter defined) entered into between
the Company and the Investors on June 30, 2003 solely with respect to Investors
who were not existing equity holders of the Company as of the Filing Date, and
(b) providing that the Company and the Investors could enter into a subscription
agreement and any related documents without further approval of the Bankruptcy
Court;

         WHEREAS, the Plan provides that the holders of allowed unsecured claims
in Class 6, including the Investors (such claim holders, including the
Investors, eligible to purchase Units under the Plan being referred to as the
"PARTICIPATING HOLDERS"), shall have the right, but not the obligation, to
purchase in accordance with Article IV and related definitions of the Plan (as
amended in accordance with Section 5.06 herein) (the "RIGHTS OFFERING") an
aggregate of 119,996 Units (the "MAXIMUM UNITS"), at a purchase price per Unit
of $916.70 (the "UNIT PURCHASE PRICE");

         WHEREAS, to ensure the purchase of all Maximum Units, each of the
Investors has determined to (i) exercise in full its right under the Rights
Offering to purchase its pro rata share of the Maximum Units and (ii) subscribe
for any and all Units not purchased by the Participating Holders (other than the
Investors) up to the maximum number of Units set forth opposite the name of such
Investor on Schedule I hereto.

         NOW, THEREFORE, the parties hereto agree as follows:

<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.01 Definitions. (a) The following terms, as used herein, have
the following meanings:

         "AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person. For purposes of this definition, control of a Person shall mean the
power, direct or indirect, to direct or cause the direction of the management
and policies of such Person whether by contract or otherwise and the terms
"controlling" and "controlled" shall have meanings correlative to the foregoing.

         "BUSINESS DAY" means a day other than a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required by law to
close. Any event the scheduled occurrence of which would fall on a day that is
not a Business Day shall be deferred until the next succeeding Business Day.

         "COMMITMENT LETTER" means the standby funding commitment letter
(including all exhibits and annexes thereto), dated June 30, 2003, among the
Investors and the Company.

         "COMMON STOCK" means shares of Common Stock, par value $.01 per share
of Reorganized ACP Holding.

         "CONFIDENTIALITY AGREEMENT" means the confidentiality agreement entered
into among the Investors and the Company dated as of May 13, 2003.

          "CREDIT AGREEMENT" means the Credit Agreement, dated the Closing Date,
among the Company, certain of the Subsidiary Guarantors party thereto, the
lenders from time to time party to such agreement, Fleet Capital Corporation, as
Agent and Fleet Securities, Inc., as Arranger, including any related notes,
collateral documents, letters of credit and documentation and guarantees and any
appendices, exhibits or schedules to any of the foregoing, as well as any and
all of such agreements (and any other agreements that refinance any and all such
agreements), as may be amended, restated, modified or supplemented from time to
time, or renewed, refunded, refinanced, restructured, replaced, repaid or
extended from time to time (including increases in principal amount), whether
with the original agents and lenders or with other agents or lenders.

         "EBITDA" means the sum of the net income of the Company and its
consolidated Subsidiaries, plus interest, taxes, depreciation and amortization,
each as reflected on the Company's income statement for the applicable
measurement period.

         "EFFECTIVE DATE" means the date on which the Plan becomes Effective.

         "GOVERNMENTAL AUTHORITY" means any nation or government , any state or
other political subdivision thereof, and any agency, department or other entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

         "INDENTURES" means the Senior Secured Notes Indenture and the Senior
Subordinated Notes Indenture

                                       2
<PAGE>

          "LIEN" means, with respect to any property or asset, any mortgage,
lien, pledge, charge, security interest, encumbrance or other adverse claim of
any kind in respect of such property or asset. For the purposes of this
Agreement, a Person shall be deemed to own subject to a Lien any property or
asset which it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such property or asset.

         "LIEN SUBORDINATION AGREEMENT" means that certain Lien Subordination
Agreement, dated the Closing Date, by and among the Company, certain of the
Company's Subsidiaries and the other parties thereto, as amended (including any
amendments and restatements thereof), supplemented or otherwise modified from
time to time.

         "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect on the
business, condition (financial or otherwise), operation, performance or
properties of the Representing Persons taken as a whole, (ii) a material adverse
effect on the rights and remedies of the Investors under the Transaction
Documents, or (iii) the material impairment of the ability of the Representing
Persons (taken as a whole) to perform their obligations hereunder or under any
Transaction Document.

         "NEW FACILITIES" means the Term Loan and the Revolver.

         "OPTION" with respect to any Person means any security, right,
subscription, warrant, option, "phantom" stock right or other contract that
gives the right to (i) purchase or otherwise receive or be issued any shares of
capital stock of such Person or any security of any kind convertible into or
exchangeable or exercisable for any shares of capital stock of such Person or
(ii) receive or exercise any benefits or rights similar to any rights enjoyed by
or accruing to the holder of shares of capital stock of such Person, including
any rights to participate in the equity or income of such Person or to
participate in or direct the election of any directors or officers of such
Person or the manner in which any shares of capital stock of such Person are
voted.

         "PERMITTED LIENS" means Liens which do not materially detract from the
value of any property (whether real, personal, tangible or intangible) of ACP
Holdings, NFC Castings, the Company or the Company's Subsidiaries or materially
interfere with any present or intended use of such property.

         "PERSON" means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.

         "PLAN TERM SHEET" means the Terms of Plan of Reorganization attached as
Exhibit B to the Commitment Letter.

         "REGISTRATION RIGHTS AGREEMENTS" means the Senior Secured Notes
Registration Rights Agreement, the Senior Subordinated Notes Registration Rights
Agreement and the Warrant Registration Rights Agreement.

         "REORGANIZED ACP HOLDING" means ACP Holding, as reorganized pursuant to
the Chapter 11 Cases.

                                       3
<PAGE>

         "REORGANIZED DEBTOR" means each of ACP Holding, the Company and the
Subsidiary Guarantors, each as reorganized pursuant to the Chapter 11 Cases.`

         "REPRESENTING PERSONS" means ACP Holding, the Company and the
Subsidiary Guarantors.

         "RESTATED BYLAWS" means the amended and restated bylaws of the ACP
Holding which is in the form attached hereto as Exhibit B.

         "RESTATED CERTIFICATE OF INCORPORATION" means the amended and restated
certificate of incorporation of ACP Holding to be filed with the Secretary of
State of the State of Delaware, which is in the form attached hereto as Exhibit
C.

         "REVOLVER" means the revolving credit facility extended to the Company
as part of the New Facilities under the Credit Agreement.

         "SENIOR SECURED NOTES" means the Company's 11% Senior Second Secured
Notes due 2010 to be issued pursuant to the terms of the Plan.

         "SENIOR SECURED NOTES INDENTURE" means the Indenture, dated the Closing
Date, among the Company the Subsidiary Guarantors and The Bank of New York, as
trustee, governing the Senior Secured Notes.

         "SENIOR SECURED NOTES REGISTRATION RIGHTS AGREEMENT" means the
Registration Rights Agreement, dated the Closing Date, among the Company, the
Subsidiary Guarantors and the Investors, substantially in the form attached
hereto as Exhibit D-1.

         "SENIOR SUBORDINATED NOTES" means the Company's 13% Senior Subordinated
Notes due 2013 to be issued pursuant to the terms of the Plan.

         "SENIOR SUBORDINATED NOTES INDENTURE" means the Indenture, dated the
Closing Date, among the Company the Subsidiary Guarantors and The Bank of New
York, as trustee, governing the Senior Subordinated Notes.

         "SENIOR SUBORDINATED NOTES REGISTRATION RIGHTS AGREEMENT" means the
Registration Rights Agreement, dated the Closing Date, among the Company, the
Subsidiary Guarantors and the Investors, substantially in the form attached
hereto as Exhibit D-2.

         "STOCKHOLDERS AGREEMENT" means the Stockholders Agreement, dated the
Closing Date, among ACP Holding and the stockholders party thereto.

         "SUBSIDIARY" of any Person means any entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by such Person.

         "SUBSIDIARY GUARANTEES" means the guarantees on the terms set forth in
the Indentures by a Subsidiary Guarantor of the Company's obligations with
respect to the Senior Secured Notes and the Senior Subordinated Notes, as
applicable.

                                       4
<PAGE>

         "SUBSIDIARY GUARANTOR" means each Subsidiary which is organized under
the laws of the United States of America or any state thereof or the District of
Columbia, and executes and delivers a Subsidiary Guarantee pursuant to the terms
of the Indentures.

         "TERM LOAN" means the term loan made to the Company as part of the New
Facilities under the Credit Agreement.

         "TERMINATION EVENT" means any of the events described in Section
10.1(e).

         "TRANSACTION DOCUMENTS" means this Agreement, the Indentures, the
Senior Secured Notes (including related Subsidiary Guarantees), the Senior
Subordinated Notes (including related Subsidiary Guarantees), the Warrant
Agreement, the Warrants, the Stockholders Agreement, the Registration Rights
Agreements, the Restated Certificate of Incorporation, the Restated Bylaws, the
Credit Agreement, the New Facilities, the Lien Subordination Agreement and any
other agreement to be entered into in accordance with the terms hereof.

         "UNIT" means a unit of securities consisting of (i) $1,000 in principal
amount of Senior Secured Notes of the Company and related Subsidiary Guarantees,
and (ii) Warrants to purchase 285.41256 shares of Common Stock of ACP Holding
(subject to rounding down or up to the nearest whole number).

         "WARRANTS" means warrants, to purchase an aggregate of 38,000,000
shares of Common Stock of Reorganized ACP Holdings, which are to be issued
pursuant to the Warrant Agreement.

         "WARRANT AGREEMENT" means the Warrant Agreement, dated the Closing
Date, by and between ACP Holding and The Bank of New York, as warrant agent.

         "WARRANT REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated the Closing Date, among ACP Holding and the Investors,
substantially in the form attached hereto as Exhibit D-3.

         (b)      Each of the following terms is defined in the Section set
forth opposite such term:

<TABLE>
<CAPTION>
       TERM                                                               SECTION
       ----                                                               -------
<S>                                                                       <C>
ACP Holding                                                               Preamble
Automatic Stay                                                            10.01
Bankruptcy Code                                                           Recitals
Bankruptcy Court                                                          Recitals
Chapter 11 Cases                                                          Recitals
Closing                                                                   2.02(a)
Closing Date                                                              2.02(a)
Company                                                                   Preamble
Damages                                                                   9.02
Electing Investor                                                         2.01(b)
Expense Obligations                                                       2.02(c)
Expenses                                                                  2.02(c)
Filing Date                                                               Recitals
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
       TERM                                                               SECTION
       ----                                                               -------
<S>                                                                       <C>
Indemnification Obligations                                               9.02(a)
Indemnified Parties                                                       9.03
Indemnifying Parties                                                      9.03
Information                                                               3.10
Investor(s)                                                               Preamble
Material Adverse Change                                                   3.06
Maximum Units                                                             Recitals
NFC Castings                                                              Recitals
Nonpurchased Units                                                        2.01(b)
Nonpurchasing Investor                                                    2.01(b)
Participating Holders                                                     Recitals
Plan                                                                      Recitals
Representatives                                                           9.02
Rights Offering                                                           Recitals
Securities Act                                                            4.07
Third Party Claims                                                        9.03
Unit Purchase Price                                                       Recitals
Unsubscribed Units                                                        2.01(a)
</TABLE>

                                   ARTICLE II
                                PURCHASE AND SALE

                  Section 2.01 Purchase and Subscription of Units; Standby
         Commitment; Subscription Price. (a) In accordance with the Commitment
         Letter and the applicable provisions of the Plan (i) each of ACP
         Holding and the Company hereby agrees to cause the Rights Offering to
         be made in accordance with the applicable provisions of the Plan and
         (ii) each of the Investors hereby agrees to (A) exercise in full its
         right under the Rights Offering to purchase its pro rata share of the
         Maximum Units and (B) on the basis of the representations, warranties,
         covenants and agreements contained in this Agreement, subscribe for and
         purchase its pro rata share (based on the percentage set forth opposite
         the name of such Investor on Schedule I hereto) of any and all Units
         not purchased by the Participating Holders (other than the Investors)
         (the "UNSUBSCRIBED UNITS") up to the maximum number of Units set forth
         opposite the name of such Investor on Schedule I hereto, at a purchase
         price per Unit equal to the Unit Purchase Price. The aggregate Unit
         Purchase Price will be payable in immediately available funds at the
         Closing in the manner provided in Section 2.02.

         (b)      The obligations of the Investors to subscribe for the Units
are several, and not joint, obligations. No Investor guarantees, or has any
other obligation relating to, the obligation of any other Investor to purchase
any Units hereunder. Notwithstanding the foregoing, in the event any Investor (a
"NONPURCHASING INVESTOR") fails, for any reason, to purchase any of the Units to
be purchased by such Nonpurchasing Investor hereunder (the "NONPURCHASED
UNITS"), the other Investors shall have the right, but not the obligation, to
purchase such Nonpurchased Units. Each Investor, who elects to purchase such
Nonpurchased Units (an "ELECTING INVESTOR"), shall have the right to purchase
such number of Nonpurchased Units calculated by multiplying the number of
Nonpurchased Units by a fraction the numerator of which is the maximum number of
Units such Electing Investor has agreed to purchase

                                       6
<PAGE>

hereunder as set forth opposite the name of such Electing Investor on Schedule I
hereto and the denominator of which is the maximum number of Units which all
Electing Investors have agreed to purchase hereunder as set forth opposite the
names of such Electing Investors on Schedule I hereto. In the event Electing
Investors elect to purchase all of the Nonpurchased Units, any failure of any
condition to ACP Holding's and the Company's obligations arising as a result of
any Nonpurchasing Investor's breach of this Agreement will be deemed waived and
ACP Holding and the Company shall have no right to terminate this Agreement
based on such breach.

         (c)      The Investors acknowledge that on June 30, 2003, the Company
paid to the Investors $1,100,000, representing 20% of the total Commitment Fee
(as defined and provided for in the Commitment Letter). The Company agrees that
such $1,100,000 shall not be refundable nor form the basis of any defense,
setoff, or recoupment claim under any circumstances, regardless of whether the
transactions contemplated by this Agreement and the other Transaction Documents
are consummated.

                  Section 2.02 Closing; Expenses. (a) The closing of the
         subscription for, and purchase of, the Units under this Agreement (the
         "CLOSING") will take place at the offices of Goldberg, Kohn, Bell,
         Black, Rosenbloom & Moritz, Ltd., 55 East Monroe Street, Chicago,
         Illinois 60603, at 10:00 A.M., local time, on the Effective Date,
         provided that each condition set forth in Article VIII has been
         satisfied or waived, unless another time, date or place is agreed to in
         writing by ACP Holding, the Company and the Investors (the "CLOSING
         DATE").

         (b)      At the Closing,

                           (i)      the Reorganized Debtors will deliver to each
                  Investor one or more (as designated by such Investor) duly
                  executed certificates to be dated the Closing Date evidencing
                  (A) the Senior Secured Notes and related Subsidiary Guarantees
                  and (y) the Warrants; provided that, any Investor may notify
                  the Company in writing prior to such issuance, but not later
                  than two (2) Business Days before the Closing Date, that it
                  desires such certificates to be issued in other denominations
                  or registered in the name or names of any of its Affiliates or
                  designees, in which case the certificates shall be issued in
                  the denominations and registered in the name or names
                  specified in such notice;

                           (ii)     Each Investor shall pay the aggregate Unit
                  Purchase Price for the Units purchased thereby by wire
                  transfer of immediately available funds to such account as ACP
                  Holding and the Company may reasonably direct by written
                  notice delivered to the Investors by ACP Holding and the
                  Company at least two (2) Business Days before the Closing
                  Date; and

                           (iii)    The Company shall pay to each Investor the
                  balance of the Commitment Fee payable to such Investor in the
                  amount set forth opposite the name of such Investor on
                  Schedule I hereto, by wire transfer of immediately available
                  funds to such account as such Investor may reasonably direct
                  by written notice delivered to the Company by such Investor at
                  least two (2) Business Days before the Closing Date.

         (c)      At the Closing, the Company shall reimburse each Investor
for its reasonable actual out-of-pocket fees and expenses (the "EXPENSES")
incurred by or on behalf of the Investors in connection with the negotiation,
preparation, execution and delivery of the Transaction Documents (including any

                                       7

<PAGE>

commitment letter and term sheets preceding the Transaction Documents and
documents prepared in connection with the Chapter 11 Cases) and any and all
definitive documentation or other acts relating hereto or thereto, including,
but not limited to, the actual reasonable fees and expenses of counsel,
accountants and/or consultants to the Investors and the reasonable and
documented fees and expenses incurred by the Investors in connection with any
due diligence (including reasonable fees and expenses payable to counsel,
accountants and/or consultants), the aggregate amount of which each Investor
shall notify the Company no later than two (2) Business Days prior to the
Closing Date. The obligations of the Company under this paragraph (c) (the
"EXPENSE OBLIGATIONS") shall remain effective whether or not any of the
transactions contemplated by this Agreement are consummated and notwithstanding
the termination of the Commitment Letter and shall, subject to approval of the
Bankruptcy Court, be binding upon the Company as reorganized pursuant to the
Chapter 11 Cases in the event that any plan of reorganization of the Company is
consummated. The Investors acknowledge that the Company has previously advanced
to the Investors $604,603.68 to be used by them to fund Expenses in connection
with the matters described in this paragraph (c).

                                  ARTICLE III
           REPRESENTATIONS AND WARRANTIES OF THE REPRESENTING PERSONS

                  Each of ACP Holding and the Company represents and warrants
         with respect to the Representing Persons and NFC Castings, and each of
         the Company's Subsidiaries represents and warrants with respect to
         itself, jointly and severally, to each Investor as of the date hereof
         and as of the Closing Date that:

                  Section 3.01 Corporate Existence and Power. Each of ACP
         Holding, NFC Castings, the Company and each of the Company's
         Subsidiaries is duly organized, validly existing and in good standing
         under the laws of its jurisdiction of organization (to the extent such
         concepts are recognized in such jurisdiction) and has all requisite
         corporate power and authority necessary to carry on its business as now
         conducted. Each of ACP Holding, NFC Castings, the Company and each of
         the Company's Subsidiaries is duly qualified to do business as a
         foreign corporation and is in good standing in each jurisdiction where
         the failure to be so qualified would have a Material Adverse Effect.
         The Company has heretofore delivered to the Investors true and complete
         copies of the certificates of incorporation and bylaws (or analogous
         organizational documents) of each of ACP Holding, NFC Castings, the
         Company and each of the Company's Subsidiaries as currently in effect.

                  Section 3.02 Corporate Authorization. Subject to the approval
         of the Bankruptcy Court, each of the Representing Persons has all
         corporate right, power and authority to enter into this Agreement and
         each of the other Transaction Documents to which it is a party, to
         consummate the transactions contemplated hereby and thereby and to
         comply with the terms, conditions and provisions hereof and thereof.
         The execution and delivery by each of the Representing Persons of this
         Agreement and of each other Transaction Document to which it is a party
         is, and the issuance, sale and delivery of the Units by the Reorganized
         Debtors and the compliance by the Representing Persons (or the
         Reorganized Debtors, as the case may be) with each of the provisions of
         this Agreement and of each other Transaction Document to which they (or
         the Reorganized Debtors, as the case may be) are a party will, upon the
         approval of the Bankruptcy Court, be (i) within the corporate power and
         authority of the Representing Persons (or the Reorganized Debtors, as
         the case may be) and (ii) have been duly authorized by all requisite

                                       8
<PAGE>

         corporate action of the Representing Persons (or the Reorganized
         Debtors, as the case may be). This Agreement has been, and each of the
         other Transaction Documents to which the Representing Persons (or the
         Reorganized Debtors, as the case may be) are a party, when executed and
         delivered by the Representing Persons (or the Reorganized Debtors, as
         the case may be) will be, duly and validly executed and delivered by
         the Representing Persons (or the Reorganized Debtors, as the case may
         be), and this Agreement constitutes, and each of the other Transaction
         Documents when executed and delivered by the Representing Persons (or
         the Reorganized Debtors, as the case may be) will constitute, upon
         approval of the Bankruptcy Court, a valid and binding agreement of the
         Representing Persons (or the Reorganized Debtors, as the case may be),
         enforceable against the Representing Persons (or the Reorganized
         Debtors, as the case may be) in accordance with its terms, except as
         such enforcement may be limited by bankruptcy, reorganization,
         insolvency and other similar laws affecting the enforcement of
         creditors' rights generally and limitations imposed by general
         principles of equity.

                  Section 3.03 Capital Stock. (a) Upon consummation of the Plan,
         the authorized capital stock of Reorganized ACP Holding will consist
         solely of 100,000,000 shares of Common Stock. After giving effect to
         the consummation of the Plan and this Agreement, Reorganized ACP
         Holding will have 42,000,000 (subject to rounding to the nearest whole
         number pursuant to the Plan) shares of Common Stock issued and
         outstanding and such shares will be duly authorized, validly issued,
         fully paid and nonassessable. Except for this Agreement and as
         contemplated under the Plan, as of the Effective Date there shall be no
         outstanding Options with respect to any capital stock of Reorganized
         ACP Holding, NFC Castings, the Company or any of the Company's
         Subsidiaries. The delivery of a certificate or certificates at the
         Closing representing the Units in the manner provided in Section
         2.02(b) will transfer to each Investor good and valid title in such
         Units, free and clear of all Liens created by or imposed on the
         Representing Persons.

         (b)      The Warrants, when issued and allotted in accordance with the
provisions of the Plan and this Agreement, will be duly authorized, validly
issued, fully paid and nonassessable and free of any pre-emptive rights or any
Lien. The Common Stock issuable upon exercise of the Warrants have been duly
authorized and reserved for issuance by all necessary corporate action and, when
issued and allotted in accordance with the provisions of the Warrants, will be
duly authorized, validly issued, fully paid and nonassessable. As of the
Effective Date, there are no pre-emptive rights applicable to the issuance of
the Warrants or the shares of Common Stock issuable upon exercise of the
Warrants.

                  Section 3.04 Governmental Authorization. The execution,
         delivery and performance by each of the Representing Persons of the
         Transaction Documents to which it is a party and the consummation of
         the transactions contemplated hereby and thereby require no action by
         or in respect of, or filing with, any governmental body, agency or
         official, except for such actions and filings as have been or will be
         made or the absence of which would not reasonably be expected to have a
         Material Adverse Effect.

                  Section 3.05 Noncontravention. The execution, delivery and
         performance by each of the Representing Persons of the Transaction
         Documents to which it is a party and the consummation of the
         transactions contemplated hereby and thereby do not and will not (i)
         violate the certificate of incorporation or bylaws of such Representing
         Person (or the Reorganized Debtor, as the case may be), (ii) assuming
         compliance with the matters referred to in Section 3.04, violate any
         applicable law, rule, regulation, judgment, injunction, order or
         decree, (iii) assuming the

                                       9
<PAGE>

         obtaining of all required consents, constitute a default under or give
         rise to any right of termination, cancellation or acceleration of any
         right or obligation of such Representing Person (or the Reorganized
         Debtor, as the case may be) under any provision of any agreement or
         other instrument binding upon such Representing Person (or the
         Reorganized Debtor, as the case may be) or by which any of such assets
         or properties of such Representing Person (or the Reorganized Debtor,
         as the case may be) are or may be bound or (iv) result in the creation
         or imposition of any Lien on any of the assets or properties of such
         Representing Person (or the Reorganized Debtor, as the case may be),
         other than Permitted Liens or as otherwise contemplated by the
         Transaction Documents.

                  Section 3.06 Absence of Certain Developments. Except for the
         commencement of the Chapter 11 Cases, since March 31, 2003, the
         business of ACP Holding, NFC Castings, the Company and the Company's
         Subsidiaries has been conducted in the ordinary course consistent with
         past practice and there has been no material adverse change in the
         business, condition (financial or otherwise), operations, performance
         or properties of ACP Holding, NFC Castings, the Company and the
         Company's Subsidiaries (a "MATERIAL ADVERSE CHANGE"); provided that
         none of (i) the commencement of the Chapter 11 Cases nor any public
         announcement in respect thereof, (ii) the filing or confirmation of the
         Plan (iii) the facts or events related to the MACT compliance project
         and the Kendallville facility disclosed to the Investors prior to the
         date hereof, (iv) changes or events effecting general economic
         conditions or capital markets, but not otherwise materially and
         adversely effecting the business, assets or financial condition of the
         Representing Persons as a whole, nor (iv) any event, circumstance or
         condition disclosed in writing to the Investors prior to June 30, 2003
         shall constitute a Material Adverse Change.

                  Section 3.07 Financial Advisory Fees. No agent, broker,
         investment bank or other financial advisor is or will be entitled to
         any fee, commission, expense or other amount with respect to any
         transaction contemplated by this Agreement or the other Transaction
         Documents except for fees, commissions, expenses or other amounts
         payable under agreements heretofore disclosed to the Investors or
         approved by the Bankruptcy Court.

                  Section 3.08 Disclosure. No information contained in this
         Agreement, the Plan, the Disclosure Statement or the consolidated
         financial statements of the Company as of and for the fiscal year ended
         September 30, 2002 previously delivered to the Investors, as the same
         may have been supplemented or amended (the "INFORMATION") contains any
         untrue statement of a material fact or omits to state a material fact
         necessary to make the statements contained herein or therein not
         misleading in light of the circumstances under which they were made,
         and, to the extent that any such Information contains projections, such
         projections were prepared in good faith on the basis of (A)
         assumptions, methods and tests which were believed by the Representing
         Persons to be reasonable at the time such projections were made and (B)
         information believed by the Representing Persons to have been accurate
         based upon the information available to the Representing Persons at the
         time such projections were made.

                                       10
<PAGE>

                                   ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

                  Each Investor represents and warrants, only with respect to
         itself, severally and not jointly, to the Representing Persons as of
         the date hereof and as of the Closing Date that:

                  Section 4.01 Corporate Existence and Power. The Investor is
         duly organized, validly existing and in good standing under the laws of
         its jurisdiction of organization and has all powers and all material
         governmental licenses, authorizations, permits, consents and approvals
         required to carry on its business as now conducted.

                  Section 4.02 Authorization. The execution, delivery and
         performance by the Investor of this Agreement and each of the other
         Transaction Documents to which it is a party and the consummation of
         the transactions contemplated hereby and thereby are within the powers
         of the Investor and have been duly authorized by all necessary action
         on the part of the Investor. Each Transaction Document to which it is a
         party constitutes a valid and binding agreement of the Investor
         enforceable against the Investor in accordance with its terms, except
         that such enforcement may be limited by bankruptcy, reorganization,
         insolvency and other similar laws affecting the enforcement or
         creditors' rights generally and limitations imposed by general
         principles of equity.

                  Section 4.03 Governmental Authorization. The execution,
         delivery and performance by the Investor of this Agreement and the
         other Transaction Documents to which it is a party and the consummation
         of the transactions contemplated hereby and thereby require no material
         action by or in respect of, or material filing with, any governmental
         body, agency or official.

                  Section 4.04 Noncontravention. The execution, delivery and
         performance by the Investor of this Agreement and the other Transaction
         Documents to which it is a party and the consummation of the
         transactions contemplated hereby and thereby do not and will not (i)
         violate the organizational documents of the Investor or, (ii) assuming
         compliance with the matters referred to in Section 4.03, violate any
         applicable material law, rule, regulation, judgment, injunction, order
         or decree.

                  Section 4.05 Litigation. There is no action, suit,
         investigation or proceeding pending against, or to the knowledge of the
         Investor, threatened against or affecting the Investor, before any
         court or arbitrator or any governmental body, agency or official which
         in any manner challenges or seeks to prevent, enjoin, alter or
         materially delay the transactions contemplated by the Transaction
         Documents.

                  Section 4.06 Financial Advisory Fees. No agent, broker,
         investment bank or other financial advisor is or will be entitled to
         any fee, commission, expense or other amount from such Investor in
         connection with any of the transactions contemplated by this Agreement
         or the other Transaction Documents.

                  Section 4.07 Investment Knowledge; Access to Information. The
         Investor: (a) understands that the Units sold pursuant to this
         Agreement have not been, and will not be, registered under the
         Securities Act of 1933, as amended (the "SECURITIES ACT"), or under any
         state securities laws, and are being offered and sold in reliance upon
         federal and state exemptions

                                       11
<PAGE>

         for transactions not involving any public offering; (b) is acquiring
         the Units solely for its own account (or the account of the funds or
         managed accounts to be designated by such Investor) for investment
         purposes and not with a view to their distribution; (c) has knowledge
         and experience in business and financial matters; (d) has received
         certain information concerning ACP Holding, NFC Casting, the Company
         and the Company's Subsidiaries and has had the opportunity to obtain
         additional information as desired in order to evaluate the merits and
         the risks inherent in holding the Units; (e) is able to bear the
         economic risk and lack of liquidity inherent in holding the Units; and
         (f) is, or will be as of the Closing, an "Accredited Investor" (as
         defined in Regulation D promulgated under the Securities Act).

                  Section 4.08 Financing. The Investor will have sufficient
         financial resources available on the Closing Date in order to purchase
         the Units being purchased by it.

                  Section 4.09 Legend. The Investor is aware that each
         certificate representing any shares of Common Stock shall bear a legend
         in substantially the following form:

                  "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
                  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
                  JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR
                  OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER
                  SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS NEENAH
                  FOUNDRY COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY
                  SATISFACTORY TO IT THAT SUCH REGISTRATION OR QUALIFICATION IS
                  NOT REQUIRED."

                                   ARTICLE V
                    COVENANTS OF ACP HOLDING AND THE COMPANY

                  ACP Holding and the Company agree that:

                  Section 5.01 Conduct of the Business. From and after the date
         hereof until the Closing Date, each of ACP Holding and the Company
         shall, and shall cause each of its Subsidiaries and Affiliates to,
         conduct its business in the ordinary course consistent with past
         practice, and shall use its best efforts to preserve intact the
         business organizations and relationships with third parties and to keep
         available the services of the present employees of ACP Holding, NFC
         Castings, the Company and the Company's Subsidiaries. Without limiting
         the generality of the foregoing, from the date hereof until the Closing
         Date, each of ACP Holding and the Company will not and will cause each
         of its Subsidiaries and Affiliates not to:

        (a)       amend its charter, bylaws or other comparable organizational
documents other than in accordance with this Agreement or amend or waive any
provisions of the Transaction Documents;

        (b)       acquire a material amount of assets from any other Person;

        (c)       issue shares or other securities except in compliance with the
Plan;

                                       12
<PAGE>

        (d)       sell, lease, license or otherwise dispose of any properties
except (i) pursuant to existing contracts or commitments and (ii) in the
ordinary course consistent with past practice;

        (e)       change its methods of accounting, except as required by
changes in GAAP;

        (f)       (i) incur any additional indebtedness, except as permitted
under the Plan, or (ii) make any loans, advances or capital contributions to, or
investments in, any Person (excluding any Subsidiary), except as permitted under
the Plan;

        (g)       except as otherwise permitted under the Plan, modify the
compensation or benefits of, or hire any employees, except for increases or
hirings in the ordinary course consistent with past practice; provided that any
modification to the compensation or benefits or hiring of any employee with a
base salary in excess of $120,000 per year or holding a position of at least
vice president shall require the prior written consent of the Investors; or

        (h)       agree or commit to do any of the foregoing.

                  Section 5.02 Access to Information. From and after the date
         hereof until the Closing Date, subject to the terms of the
         Confidentiality Agreement, and upon reasonable prior notice, ACP
         Holding and the Company will afford and will cause NFC Castings and the
         Company's Subsidiaries to afford the Investors and their
         Representatives full and complete access to the books, records and
         properties of ACP Holding, NFC Castings, the Company and the Company's
         Subsidiaries and the opportunity to discuss the business, affairs and
         finances of ACP Holding, NFC Castings, the Company and the Company's
         Subsidiaries and Affiliates with directors, officers, employees,
         accountants, attorneys and representatives of ACP Holding, NFC
         Castings, the Company and the Company's Subsidiaries and Affiliates in
         order to enable the Investors and their Representatives to make such
         investigations of ACP Holding, NFC Castings, the Company, the Company's
         Subsidiaries and Affiliates and their respective businesses as the
         Investors and their Representatives reasonably deem appropriate. Each
         of ACP Holding and the Company agrees that it will cause the officers
         and employees of ACP Holding, NFC Castings, the Company and the
         Company's Subsidiaries and Affiliates, and will request their
         respective legal counsel and accountants, to cooperate so that the
         Investors can complete such review, including promptly disclosing to
         the Investors any material fact known to such parties which has
         resulted in, or could reasonably be expected to result in, a Material
         Adverse Change or the occurrence of any Termination Event. Any
         investigation pursuant to this Section shall be conducted in such
         manner as not to interfere unreasonably with the conduct of the
         business of ACP Holding, NFC Castings, the Company or the Company's
         Subsidiaries and Affiliates. No investigation by the Investors or other
         information received by the Investors shall operate as a waiver or
         otherwise affect any representation, warranty or agreement given or
         made by the Representing Persons hereunder.

                  Section 5.03 Notices of Certain Events. From and after the
         date hereof until the Closing Date, each of ACP Holding and the Company
         shall promptly notify the Investors of:

        (a)       any notice or other communication from any Person alleging
that the consent of such Person is or may be required in connection with the
transactions contemplated by the Transaction Documents or the Plan;

                                       13
<PAGE>

        (b)       any notice or other communication from any governmental or
regulatory agency or authority in connection with the transactions contemplated
by the Transaction Documents or the Plan;

        (c)       any actions, suits, claims, investigations or proceedings
commenced or, to its knowledge threatened against, relating to or involving or
otherwise affecting ACP Holding, NFC Castings, the Company, any of the Company's
Subsidiaries and Affiliates or their respective businesses that, if pending on
the date of this Agreement, would have been required to have been disclosed
pursuant to Section 3.09 or that relate to the consummation of the transactions
contemplated by the Transaction Documents;

        (d)       the occurrence of any Termination Event;

        (e)       the occurrence of any event, or the existence of any material
fact which has resulted in, or could reasonably be expected to result in, a
Material Adverse Change; or

        (f)       any fact, event, transaction or circumstance that (i) causes
or will cause any covenant or agreement of the Representing Persons under the
Transaction Documents to be breached, (ii) that renders or will render untrue
any representation or warranty of the Representing Persons contained in this
Agreement as if the same were made on or as of the date of such fact, event,
transaction or circumstance or (iii) renders the satisfaction of any condition
to the Investors' obligations under this Agreement impossible or impracticable
with the use of commercially reasonable efforts.

                  Section 5.04 Corporate Governance. ACP Holding shall take all
         necessary action to provide that the number of directors on the Board
         of Directors of Reorganized ACP Holding shall consist of five (5)
         members. ACP Holding shall nominate and take all necessary action to
         provide that representatives to the Board of Directors of Reorganized
         ACP Holding immediately after the Closing shall be elected, replaced or
         removed in the manner set forth in the Stockholders Agreement.

                  Section 5.05 Rights Offering. ACP Holding and the Company
         shall have accepted all validly tendered subscriptions pursuant to the
         terms of the Rights Offering and in accordance with Article IV of the
         Plan.

                  Section 5.06 Regulatory Approval Expenses. ACP Holding and the
         Company agree to reimburse the Investors for all expenses, including
         all filing and/or application fees and the reasonable fees and expenses
         of counsel, incurred by or on behalf of the Investors in connection
         with obtaining all waivers, consents, approvals and actions of, and
         making all filings with and giving all notices to any Governmental
         Authority or any other public or private third parties required of the
         Investors or ACP Holding and the Company to consummate the transactions
         contemplated by the Transaction Documents.

                                   ARTICLE VI
                           COVENANTS OF THE INVESTORS

                  Each Investor agrees, severally and not jointly, that:

                  Section 6.01 Confidentiality. (a) All confidential documents
         and information concerning the Company or any its Subsidiaries
         furnished to the Investors in connection with the

                                       14
<PAGE>

         transactions contemplated by the Transaction Documents shall be
         accorded the treatment prescribed for Evaluation Materials in the
         Confidentiality Agreement.

        (b)    Notwithstanding anything herein to the contrary, each party
hereto (and each Affiliate and person acting on behalf of any such party) agrees
that each party (and each employee, representative, and other agent of such
party) may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the transactions contemplated by the
Transaction Documents and all materials of any kind (including opinions or other
tax analyses) that are provided to such party or such person relating to such
tax treatment and tax structure, except to the extent necessary to comply with
any applicable federal or state securities laws. This authorization is not
intended to permit disclosure of any other information including (without
limitation) (i) any portion of any materials to the extent not related to the
tax treatment or tax structure of the contemplated transactions, (ii) the
identities of participants or potential participants in the contemplated
transactions, (iii) the existence or status of any negotiations, (iv) any
pricing or financial information (except to the extent such pricing or financial
information is related to the tax treatment or tax structure of the contemplated
transactions), or (v) any other term or detail not relevant to the tax treatment
or the tax structure of the contemplated transactions.

                                  ARTICLE VII
             COVENANTS OF ACP HOLDING, THE COMPANY AND THE INVESTORS

                  ACP Holding, the Company and each Investor (with respect to
         itself only) agree that:

                  Section 7.01 Best Efforts; Further Assurances. Subject to the
         terms and conditions of this Agreement, the parties to this Agreement
         will use their reasonable best efforts to take, or cause to be taken,
         all actions and to do, or cause to be done, all things necessary or
         desirable under applicable laws and regulations to consummate the
         transactions contemplated by the Transaction Documents to which they
         are a party. Each party hereto agrees to execute and deliver, or cause
         to be executed and delivered, such other documents, certificates,
         agreements and other writings and to take or to cause to be taken such
         other actions as may be necessary or desirable in order to consummate
         or implement expeditiously the transactions contemplated by the
         Transaction Documents.

                  Section 7.02 Public Announcements. Neither ACP Holding nor the
         Company shall issue any press release that references the Investors or
         any of the transactions contemplated under the Transaction Documents
         without the consent of the Investors; provided, however, that if ACP
         Holding or the Company has provided the Investors with a copy of the
         press release, and the Investors have not responded within four (4)
         Business Days, ACP Holding and the Company may proceed with issuance of
         such press release.

                                  ARTICLE VIII
                              CONDITIONS TO CLOSING

                  Section 8.01 Conditions to Obligation of the Investors. The
         obligation of each Investor to consummate the Closing is subject to the
         satisfaction of the following further conditions:

         (a)      Performance of Obligations. (i) Each of ACP Holdings, the
Company and the Company's Subsidiaries shall have performed in all material
respects all of its obligations under the

                                       15
<PAGE>

Transaction Documents and the Plan required to be performed by it on or prior to
the Closing Date; (ii) the representations and warranties of ACP Holding, the
Company and the Company's Subsidiaries contained in this Agreement and in any
certificate or other writing delivered by ACP Holding, the Company or any of the
Company's Subsidiaries pursuant hereto shall be true and correct in all material
respects at and as of the Closing Date as if made at and as of such time, in
each case individually and in the aggregate; and (iii) the Investors shall have
received a certificate signed by the President and the Chief Financial Officer
of ACP Holding and the Company to the foregoing effect.

         (b)      Corporate Existence; Authority. The Investors shall have
received all documents they may reasonably request relating to the existence of
each of the Representing Persons and the authority of each such Representing
Person to enter into, and complete the transactions contemplated by, the
Transaction Documents to which it is a party, all in form and substance
reasonably satisfactory to the Investors.

         (c)      Instruments and Proceedings to be Satisfactory. All corporate
and other proceedings taken or to be taken in connection with the transactions
contemplated by this Agreement and the other Transaction Documents shall be
reasonably satisfactory to the Investors.

         (d)      Amendment to Certificate of Incorporation and Bylaws. ACP
Holding shall have caused the Reorganized ACP Holding to adopt the Restated
Certificate of Incorporation and Restated Bylaws in accordance with Delaware law
and the Investors shall have received evidence thereof reasonably satisfactory
to the Investors.

         (e)      Satisfactory Form of the Plan. The Plan shall be in form and
substance consistent with the Plan Term Sheet or otherwise in form and substance
reasonably satisfactory to the Investors and such Plan shall not have been
amended or modified without the consent of the Investors and the conditions
precedent to the confirmation and consummation of such Plan shall not have been
waived without the consent of the Investors;

         (f)      Confirmation of the Plan. (1) All conditions precedent to the
effectiveness of the Plan (other than those relating to the Closing hereunder)
shall have been satisfied or waived; and (2) an order confirming the Plan,
reasonably satisfactory to the Investor, substantially in the form attached
hereto as Exhibit E, shall have been entered and shall not have been stayed or
modified or vacated on appeal;

         (g)      Absence of Adverse Change. For the period from March 31, 2003
until immediately prior to Closing, there shall not have occurred or been
existing, at any time, a Material Adverse Change.

         (h)      Transaction Documents. Each of ACP Holding, the Company and
each of the Company's Subsidiaries shall have duly executed and delivered all
the Transaction Documents to which it is a party, in form and substance
satisfactory to the Investors in their reasonable discretion, and shall have
satisfied the conditions precedent contained in such Transaction Documents
(unless waived in writing by the Investors).

         (i)      New Facilities. The Company and each of the lenders party to
the New Facilities shall have executed and delivered the New Facilities and made
any initial funding contemplated under the New Facilities and each of the New
Facilities shall be in full force and effect.

                                       16
<PAGE>

         (j)      Governmental, Regulatory and Third Party Consents and
Approvals. All necessary governmental, regulatory and third party approvals,
waivers and/or consents in connection with the transactions contemplated by the
Transaction Documents shall have been obtained by ACP Holding and the Company
and remain in full force and effect, and there shall exist no claim, action,
suit, investigation, litigation or proceeding, pending or threatened in any
court or before any arbitrator or governmental instrumentality, which seeks to
restrict the consummation of the transactions contemplated by the Transaction
Documents.

         (k)      Senior Secured Notes Registration Rights Agreement and Senior
Subordinated Notes Registration Rights Agreement. The Company shall have
executed and delivered the Senior Secured Notes Registration Rights Agreement
and the Senior Subordinated Notes Registration Rights Agreement and such
agreements shall be in full force and effect.

         (l)      Warrant Registration Rights Agreement. ACP Holding shall have
executed and delivered the Warrant Registration Rights Agreement and such
agreement shall be in full force and effect.

         (m)      Legality of Investment. There shall not be in effect any law
or order of any Governmental Authority restraining, enjoining or otherwise
prohibiting or making illegal the consummation of the transactions contemplated
by the Transaction Documents and there shall exist no claim, action, suit,
investigation, litigation, arbitration or proceeding, pending or threatened, in
any court or before any tribunal or arbitrator, commenced or sought by any
Person, seeking such a law or order.

         (n)      Liquidity. After giving effect to the purchase of the Maximum
Units by the Investors and the Participating Holders, if any, and the payments
to be made under the Plan, the Company and its Subsidiaries shall have cash and
cash equivalents plus available borrowings under the Revolver as of the Closing
Date of no less than $25,000,000.

         (o)      Other Investors. All other Investors shall have purchased the
Units that they are obligated to purchase pursuant to Schedule I hereto and
shall have performed all of their other obligations under the Transaction
Documents to which they are a party.

         (p)      Executive Officer Certificate. No later than the Business Day
immediately prior to the Closing Date, each of ACP Holding and the Company shall
deliver to the Investors a certificate executed by the President and Chief
Executive Officer and the Chief Financial Officer of each of ACP Holding and the
Company:

                           (i)      setting forth the actual EBITDA of the
                  Company and its Subsidiaries on a consolidated basis
                  calculated in accordance with GAAP, consistently applied for
                  the twelve months period ended August 31, 2003;

                           (ii)     confirming that, to the best of their
                  knowledge, the actual EBITDA of the Company and its
                  Subsidiaries on a consolidated basis calculated in accordance
                  with GAAP, consistently applied for the twelve months period
                  ended September 30, 2003 exceeds $50,000,000;

                           (iii)    confirming that the Company will have
                  immediately following the Closing, cash and cash equivalents,
                  plus available borrowings under the Revolver of not less than
                  $25,000,000; and

                                       17
<PAGE>

                           (iv)     confirming satisfaction of the conditions
                  set forth in Sections 8.01(b), (g), (i), (k) and (m).

         (q)      The Investors and the Participating Holders shall have
subscribed and paid for the Maximum Units for a price per Unit of not less than
the Unit Purchase Price.

         (r)      The Company shall have reimbursed the Investors for their
Expenses in accordance with Section 2.02(c).

                  Section 8.02 Conditions to Obligations of ACP Holding and the
         Company. The obligation of ACP Holding and the Company to consummate
         the Closing is subject to the satisfaction of the following conditions:

         (a)      Performance of Obligations. (i) Each Investor shall have
performed in all material respects all of its obligations under the Transaction
Documents required to be performed by it at or prior to the Closing Date and
(ii) the representations and warranties of each Investor contained in this
Agreement and in any certificate or other writing delivered by such Investor
pursuant hereto shall be true in all material respects at and as of the Closing
Date, as if made at and as of such date.

         (b)      Governmental and Regulatory Consent and Approvals. Each
Investor shall have received all consents, authorizations or approvals from
governmental agencies referred to in Section 4.03, in each case in form and
substance reasonably satisfactory to ACP Holding and the Company, and no such
consent, authorization or approval shall have been revoked.

         (c)      Existence; Authority. The Company shall have received all
documents it may reasonably request relating to the existence of each Investor
and the authority of such Investor to enter into, and complete the transactions
contemplated by, the Transaction Documents to which it is a party, all in form
and substance reasonably satisfactory to the Company.

         (d)      Legality of Investment. There shall not be in effect any law
or order of any Governmental Authority restraining, enjoining or otherwise
prohibiting or making illegal the consummation of the transactions contemplated
by the Transaction Documents.

                  Section 8.03 Conditions to Obligations of the Investors, ACP
         Holding and the Company.

         (a)      Lien Subordination Agreement. The Lien Subordination Agreement
shall be on terms reasonably acceptable to the Company, the lenders party to the
Credit Agreement and the Investors.

                                   ARTICLE IX
                            SURVIVAL; INDEMNIFICATION

                  Section 9.01 Survival. The representations and warranties of
         the parties hereto contained in this Agreement or in any certificate or
         other writing delivered pursuant to or in connection with this
         Agreement shall survive the Closing until the second anniversary of the
         Closing Date; provided that the representations and warranties set
         forth in Sections 3.02, 3.03, 4.02 and 4.06 shall survive indefinitely.
         Notwithstanding the preceding sentence, any representation or warranty
         in respect of which indemnity may be sought under this Agreement shall
         survive the time at which it would otherwise terminate pursuant to the
         preceding sentence, if notice of the

                                       18
<PAGE>

         inaccuracy thereof giving rise to such right of indemnity shall have
         been given to the party against whom such indemnity may be sought prior
         to such time. The covenants and agreements of the parties (including,
         without limitation, the covenants and agreements of the parties set
         forth in this Article IX) contained in this Agreement or in any other
         Transaction Document which by their terms are to be performed following
         the Closing Date shall survive indefinitely.

                  Section 9.02 Indemnification. (a) Each of ACP Holdings and the
         Company (or the Reorganized Debtors, as the case may be) hereby agrees
         to indemnify each Investor and its Affiliates and each of their
         shareholders, directors, officers, partners, members, managers,
         employees, agents and assignees, including Affiliates thereof,
         (collectively, with respect to any Person, such Person's
         "REPRESENTATIVES") against and agrees to hold each of them harmless
         from, any and all losses, claims, damages, liabilities and expenses
         (including, without limitation, reasonable expenses of investigation
         and reasonable attorneys' fees and expenses in connection with any
         action, suit or proceeding whether involving a third-party claim or a
         claim solely between the parties hereto) ("DAMAGES") incurred or
         suffered by them arising out of:

                           (i)      any misrepresentation or breach of warranty,
                  covenant or agreement made or to be performed by ACP Holding
                  or the Company pursuant to this Agreement;

                           (ii)     any and all Damages arising out of or in any
                  way relating to or resulting from the Commitment Letter or
                  this Agreement, or in any way arising from any use or intended
                  use of the Commitment Letter, this Agreement or the proceeds
                  of the Investment (as defined in the Commitment Letter),
                  including reimbursement (on an as-incurred monthly basis) of
                  each Investor for any reasonable and documented legal or other
                  expenses incurred in connection with investigating, defending
                  or participating in any such loss, claim, damage, liability or
                  action or other proceeding (whether or not such Investor is a
                  party to any action or proceeding out of which indemnified
                  expenses arise), but excluding therefrom all Damages that are
                  finally determined by a court of competent jurisdiction to
                  have resulted primarily from the bad faith, gross negligence
                  or willful misconduct of such Investor; and

                           (iii)    the enforcement of its rights under this
                  Section 9.02.

                  The obligations of ACP Holding and the Company under this
         Section 9.02(a) (the "INDEMNIFICATION OBLIGATIONS") shall remain
         effective whether or not any of the transactions contemplated in the
         Transaction Documents are consummated, any definitive legal
         documentation is executed and notwithstanding any termination of this
         Agreement and shall, subject to the approval of the Bankruptcy Court,
         be binding upon the Reorganized Debtors in the event that any plan of
         reorganization of the Company is consummated.

         (b)      Each Investor, severally and not jointly, hereby agrees to
indemnify ACP Holding, the Company, the Company's Subsidiaries and their
respective Representatives against and agrees to hold each of them harmless from
any and all Damages incurred or suffered by them arising out of:

                           (i)      any misrepresentation or breach of warranty
                  (disregarding any qualification or exception contained in such
                  representation or warranty relating to

                                       19
<PAGE>

                  materiality), covenant or agreement made or to be performed by
                  such Investor pursuant to any of the Transaction Documents;
                  and

                           (ii)     the enforcement of their rights under this
                  Section 9.02.

                  Section 9.03 Procedures for Third Party Claims. (a) The
         parties seeking indemnification under Section 9.02 (the "INDEMNIFIED
         PARTIES") shall give prompt notice to the parties against whom
         indemnity is sought (the "INDEMNIFYING PARTIES") of the assertion of
         any claim, or the commencement of any suit, action or proceeding in
         respect of which indemnity may be sought under Section 9.02 (the "THIRD
         PARTY CLAIMS"). The failure by any Indemnified Party so to notify the
         Indemnifying Parties shall not relieve any Indemnifying Party from any
         liability which it may have to such Indemnified Party with respect to
         any claim made pursuant to this Section 9.03, except to the extent such
         failure shall actually prejudice an Indemnifying Party.

         (b)      Upon receipt of notice from the Indemnified Parties pursuant
to Section 9.03(a), the Indemnifying Parties will, subject to the provisions of
Section 9.03(c), assume the defense and control of such Third Party Claims but
shall allow the Indemnified Parties a reasonable opportunity to participate in
the defense of such Third Party Claims with their own counsel and at their own
expense (except as provided in Section 9.03(d)). The Indemnifying Parties shall
select counsel, contractors and consultants of recognized standing and
competence who shall be reasonably acceptable to the Indemnified Parties; shall
take all steps necessary in the defense or settlement of such Third Party
Claims; and shall at all times diligently and promptly pursue the resolution of
such Third Party Claims. The Indemnified Parties shall, and shall cause each of
their Subsidiaries and Affiliates and their Representatives to, cooperate fully
with the Indemnifying Parties in the defense of any Third Party Claim defended
by the Indemnifying Parties.

         (c)      The Indemnifying Parties shall not be authorized to consent to
a settlement of, or the entry of any judgment arising from, any Third Party
Claim, without the consent of the Indemnified Parties; provided, however, that
upon ten (10) days notice and the opportunity to object by the Indemnified
Parties, the Indemnifying Parties shall be authorized to consent to such a
settlement or judgment if the Indemnifying Parties shall (i) pay or cause to be
paid all amounts arising out of such settlement or judgment concurrently with
the effectiveness of such settlement; (ii) not encumber any of the assets of any
Indemnified Party or agree to any restriction or condition that would apply to
or adversely affect any Indemnified Party or the conduct of any Indemnified
Party's business; and (iii) obtain, as a condition of any settlement or other
resolution, a complete release of any Indemnified Party potentially affected by
such Third Party Claim.

         (d)      The Indemnifying Parties shall also be liable for the
reasonable fees and expenses of counsel incurred by each Indemnified Party in
defending any Third Party Claim if such Third Party Claim, if successful, is
likely to result in a judgment, decree or order of injunction or other equitable
relief or relief for other than money Damages against such Indemnified Party.

                  Section 9.04 Procedures for Direct Claims. In the event any
         Indemnified Party should have a claim for indemnity against any
         Indemnifying Party that does not involve a Third Party Claim, the
         Indemnified Party shall deliver notice of such claim with reasonable
         promptness to the Indemnifying Party. The failure by any Indemnified
         Party so to notify the Indemnifying Party shall not relieve the
         Indemnifying Party from any liability that it may have to such

                                       20
<PAGE>

         Indemnified Party with respect to any claim made pursuant to this
         Section 9.04, it being understood that notices for claims in respect of
         a breach of a representation or warranty must be delivered prior to the
         expiration of the survival period for such representation or warranty
         except to the extent of any actual harm suffered by such Indemnifying
         Party as a result of such failure. If the Indemnifying Party does not
         notify the Indemnified Party within 30 calendar days following its
         receipt of such notice that the Indemnifying Party disputes its
         liability to the Indemnified Party under this Article IX, the claim
         specified by the Indemnified Party in such notice shall be conclusively
         deemed a liability of the Indemnifying Party under this Article IX, and
         the Indemnifying Party shall pay the amount of such liability to the
         Indemnified Party within 30 days of demand or, in the case of any
         notice in which the amount of the claim (or any portion of the claim)
         is estimated, on such later date when the amount of such claim (or such
         portion of such claim) becomes finally determined. If the Indemnifying
         Party has timely disputed its liability with respect to such claim as
         provided above, the Indemnifying Party and the Indemnified Party shall
         resolve such dispute in accordance with Section 11.06.

                  Section 9.05 Liability. The liability of the Representing
         Persons to the Investors pursuant to this Agreement is joint and
         several and extends solely to any matter relating to the purchase of
         the Unsubscribed Units and no Investor shall have any claim for damages
         hereunder in respect of Units acquired thereby pursuant to the Rights
         Offering.

                                    ARTICLE X
                                   TERMINATION

                  Section 10.01 Grounds for Termination. This Agreement may be
         terminated at any time prior to the Closing:

         (a)      by mutual written agreement of ACP Holding, the Company and
the Investors;

         (b)      by ACP Holding, the Company or any Investor if the
Participating Holders acquire the Maximum Units pursuant to the Plan;

         (c)      by ACP Holding or the Company if there shall be any law or
regulation that makes consummation of the transactions contemplated hereby by
any Investor illegal or otherwise prohibited or consummation of the transactions
contemplated hereby by any Investor would violate any nonappealable final order,
decree or judgment of any court or governmental body having competent
jurisdiction;

         (d)      by ACP Holding or the Company in the event (i) of a material
breach hereof by any Investor if such breaching Investor fails to cure such
breach within ten (10) Business Days following notification thereof by the
Company or (ii) upon notification of any Investor by ACP Holding or the Company
that the satisfaction of any condition to the obligations of ACP Holding or the
Company under this Agreement becomes impossible or impracticable with the use of
commercially reasonable efforts if the failure of such condition to be satisfied
is not caused by a breach hereof by ACP Holding or the Company; or

         (e)      upon the occurrence of any of the following events (unless
waived by any Investor as set forth below):

                                       21
<PAGE>

                           (i)      the Bankruptcy Court does not confirm the
                  Plan on or before October 4, 2003;

                           (ii)     the Effective Date of the Plan does not
                  occur on or before October 20, 2003;

                           (iii)    a trustee, responsible officer, or an
                  examiner with powers beyond the duty to investigate and
                  report, as set forth in subclauses (3) and (4) of clause (a)
                  of section 1106 of the Bankruptcy Code shall have been
                  appointed under section 1104 or 105 of the Bankruptcy Code for
                  service in the Chapter 11 Cases;

                           (iv)     the Chapter 11 Cases shall have been
                  converted to cases under chapter 7 of the Bankruptcy Code;

                           (v)      the failure or non-occurrence of any
                  condition precedent contained in Section 8.01;

                           (vi)     after filing the Plan, ACP Holding, NFC
                  Castings or the Company (i) submits a second or amended plan
                  of reorganization or liquidation that is materially adverse to
                  the Investors and inconsistent with the terms and provisions
                  of the Plan Term Sheet or (ii) moves to withdraw or withdraws
                  the Plan;

                           (vii)    ACP Holding or the Company executes and/or
                  seeks Bankruptcy Court approval for a different offering or
                  sale of debt or equity of the Reorganized Debtors or any other
                  standby commitment or proposal for any other transaction in
                  excess of $110 million, other than with the Investors or as
                  contemplated by the Plan Term Sheet;

                           (viii)   as of the last day of each fiscal month
                  ending after the date hereof and prior to the consummation of
                  the Plan, the EBITDA of the Company and its Subsidiaries on a
                  consolidated basis calculated in accordance with GAAP
                  consistently applied for the twelve months ending as of such
                  last day shall be less than $50 million; and

                           (ix)     a material breach hereof by either ACP
                  Holding or the Company.

                  The party desiring to terminate this Agreement pursuant to
         clauses 10.01(b), (c) or (d) shall give notice of such termination to
         the other party and, except as provided in clause (i) of Section
         10.01(d), upon receipt of such notice by the non-terminating parties,
         this Agreement shall be terminated.

                  In the event of a termination by the Company pursuant to
         clause 10.01(c) or (d) arising from facts or circumstances applicable
         only to one Investor, the other Investors may, by written notice
         delivered to ACP Holding and the Company not later than five (5)
         Business Days following receipt of the Company's notice of termination,
         elect to subscribe for and purchase all the Units not purchased by the
         breaching Investor. In the event of such election, the Company's
         termination of this Agreement with respect to such Electing Investors
         shall be deemed null and void and the Electing Investors shall be
         deemed to have subscribed for all of such Units at a per Unit purchase
         price equal to the Unit Purchase Price, subject to the satisfaction
         (with respect to such Electing Investors only) of the conditions
         contained in Section 8.02 by such Electing

                                       22
<PAGE>

         Investors. The number of Units each Electing Investor shall have the
         right to purchase under this paragraph shall be calculated in the
         manner set forth in Section 2.01(b).

         All provisions of this Agreement shall terminate effective upon (A)
         written notice being provided to the Company by the Investors stating
         that (1) a Termination Event has occurred and (2) setting forth the
         nature of such Termination Event; provided that the Company hereby
         agrees to waive the requirement (if any) that the automatic stay in
         effect pursuant to section 362 of the Bankruptcy Code (the "AUTOMATIC
         STAY") be lifted in connection with giving such notice (and not to
         object to the Investors seeking to lift the Automatic Stay in
         connection with giving such notice, if necessary), and (B) with respect
         to any Termination Event capable of being cured, a ten (10) day cure
         period with respect thereto shall have lapsed and such event or breach
         shall have remained uncured. The Company shall notify the Investors in
         writing of the occurrence of any Termination Event.

                  Section 10.02 Effect of Termination. If this Agreement is
         terminated as permitted by Section 10.01, such termination shall be
         without liability of either party (or any stockholder, partner, member,
         director, officer, employee, agent, consultant or representative of
         such party) to the other party to this Agreement; provided that if such
         termination shall result from the (i) willful failure of either party
         to fulfill a condition to the performance of the obligations of the
         other party, (ii) failure to perform a covenant of this Agreement or
         (iii) breach by either party hereto of any representation or warranty
         or agreement contained herein, such party shall be fully liable for any
         and all Damages incurred or suffered by the other party as a result of
         such failure or breach. The provisions of Sections 2.02(c) (which
         Expenses will be paid to the Investors within one (1) day of receipt of
         the Investors' invoices therefor), 5.07, 6.01, 9.02 (and Section 9.03
         and 9.04 to the extent applicable to a claim under 9.02), 11.03, 11.05,
         11.06 and 11.07 shall survive any termination hereof pursuant to
         Section 10.01.

                                   ARTICLE XI
                                  MISCELLANEOUS

                  Section 11.01 Notices. All notices, requests and other
         communications to any party hereunder shall be in writing (including
         facsimile transmission) and shall be given,

                  if to the Investors, to:

                  MacKay Shields LLC
                  9 West 57th Street, 33rd Floor
                  New York, NY 10019
                  Attention: Neal G. Goldman
                  Fax: (212) 754-9187

                  Citicorp Mezzanine III, L.P.
                  399 Park Avenue, 14th Floor
                  New York, NY 10043
                  Attention: Richard E. Mayberry, Jr.
                  Fax: (212) 888-2940

                                       23
<PAGE>

                  TCW Shared Opportunity Fund II, L.P.
                  c/o Trust Company of the West
                  11100 Santa Monica Boulevard, Suite 2000
                  Los Angeles, CA 90025
                  Attention: Jamison J. Van Niel
                  Fax: (310) 235-5965

                  Shared Opportunity Fund IIB LLC
                  c/o Trust Company of the West
                  11100 Santa Monica Boulevard, Suite 2000
                  Los Angeles, CA 90025
                  Attention: Jamison J. Van Niel
                  Fax: (310) 235-5965

                  TCW Shared Opportunity Fund IV, L.P.
                  c/o Trust Company of the West
                  11100 Santa Monica Boulevard, Suite 2000
                  Los Angeles, CA 90025
                  Attention: Jamison J. Van Niel
                  Fax: (310) 235-5965

                  TCW Shared Opportunity Fund IVB, L.P.
                  c/o Trust Company of the West
                  11100 Santa Monica Boulevard, Suite 2000
                  Los Angeles, CA 90025
                  Attention: Jamison J. Van Niel
                  Fax: (310) 235-5965

                  AIMCO CDO, Series 2000-A
                  c/o Trust Company of the West
                  11100 Santa Monica Boulevard, Suite 2000
                  Los Angeles, CA 90025
                  Attention: Jamison J. Van Niel
                  Fax: (310) 235-5965

                  TCW High Income Partners, Ltd.
                  c/o Trust Company of the West
                  11100 Santa Monica Boulevard, Suite 2000
                  Los Angeles, CA 90025
                  Attention: Jamison J. Van Niel
                  Fax: (310) 235-5965

                  TCW High Income Partners II, Ltd.
                  c/o Trust Company of the West
                  11100 Santa Monica Boulevard, Suite 2000
                  Los Angeles, CA 90025
                  Attention: Jamison J. Van Niel
                  Fax: (310) 235-5965

                                       24
<PAGE>

                  Metropolitan Life Insurance Company
                  10 Park Avenue
                  Morristown, NJ  07962
                  Attention: Lisa Glass, Esq.
                  Fax: (212) 251-1563

                  Exis Differential Holdings, Ltd.
                  767 Third Avenue
                  New York, NY  10017
                  Attention: Christopher P. Kane
                  Fax: (212) 688-6010

         with a copy to:

                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Attention: Michael F. Walsh
                  Fax: (212) 310-8007

         if to ACP Holding:

                  ACP Holding Company
                  2121 Brooks Street
                  Neenah, Wisconsin 54956
                  Attention: William M. Barrett
                  Fax: (920) 729-3633

         if to the Company, to:

                  Neenah Foundry Company
                  2121 Brooks Avenue
                  Neenah, Wisconsin 54956
                  Attention: William M. Barrett
                  Fax: (920) 729-3633

         with a copy to:

                  Kirkland & Ellis LLP
                  153 East 53rd Street
                  New York, NY 10022
                  Attention: Geoffrey W. Levin
                  Fax: (212) 446-4900

         All such notices, requests and other communications shall be deemed
         received on the date of receipt by the recipient thereof if received
         prior to 5:00 p.m. in the place of receipt and such day

                                       25
<PAGE>

         is a business day in the place of receipt. Otherwise, any such notice,
         request or communication shall be deemed not to have been received
         until the next succeeding business day in the place of receipt.

                  Section 11.02 Amendments and Waivers. (a) Any provision of
         this Agreement may be amended or waived if, but only if, such amendment
         or waiver is in writing and is signed, in the case of an amendment, by
         each party to this Agreement, or in the case of a waiver, by the party
         against whom the waiver is to be effective.

         (b)      No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

                  Section 11.03 Expenses. Except as otherwise provided herein,
         all costs and expenses incurred in connection with the Transaction
         Documents shall be paid by the party incurring such cost or expense.

                  Section 11.04 Successors and Assigns. The provisions of this
         Agreement shall be binding upon and inure to the benefit of the parties
         hereto and their respective successors and assigns; provided, however,
         that neither this Agreement nor any right, interest or obligation
         hereunder may be assigned by any party hereto without the prior written
         consent of the other parties hereto and any attempt to do so will be
         void.

                  Section 11.05 Governing Law. Agreement shall be governed by
         and construed in accordance with the law of the State of New York,
         without regard to the conflicts of law rules of such state.

                  Section 11.06 Jurisdiction. The Bankruptcy Court shall retain
         jurisdiction with respect to all matters arising from or related to the
         implementation of this Agreement or the transactions contemplated
         hereby and each of the parties hereby irrevocably consents to the
         jurisdiction of such courts (and of the appropriate appellate courts
         therefrom) in any suit, action or proceeding seeking to enforce any
         provision of, or based on any matter arising out of or in connection
         with, this Agreement or the transactions contemplated hereby and
         irrevocably waives, to the fullest extent permitted by law, any
         objection that it may now or hereafter have to the laying of the venue
         of any such suit, action or proceeding in any such court or that such
         suit, action or proceeding which is brought in such court has been
         brought in an inconvenient forum. Process in any such suit, action or
         proceeding may be served on any party anywhere in the world, whether
         within or without the jurisdiction of any such court. Without limiting
         the foregoing, each party agrees that service of process on such party
         as provided in Section 11.01 shall be deemed effective service of
         process on such party.

                  Section 11.07 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
         HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
         LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
         TRANSACTIONS CONTEMPLATED HEREBY.

                                       26
<PAGE>

                  Section 11.08 Counterparts; Third Party Beneficiaries. This
         Agreement may be signed in any number of counterparts, each of which
         shall be an original, with the same effect as if the signatures thereto
         and hereto were upon the same instrument. This Agreement shall become
         effective when each party hereto shall have received a counterpart
         hereof signed by each other party hereto. No provision of this
         Agreement is intended to confer upon any Person other than the parties
         hereto any rights or remedies hereunder.

                  Section 11.09 Entire Agreement. This Agreement and the other
         Transaction Documents constitute the entire agreement between the
         parties with respect to the subject matter of this Agreement and
         supersede all prior agreements and understandings, both oral and
         written, between the parties with respect to the subject matter of this
         Agreement.

                  Section 11.10 Captions. The captions herein are included for
         convenience of reference only and shall be ignored in the construction
         or interpretation hereof.

                  Section 11.11 Service on Committee of Creditors.
         Notwithstanding anything herein to the contrary, the terms of this
         Agreement shall not be construed so as to limit any Investor's exercise
         of its fiduciary duties as a member of a creditors' committee to any
         person arising from its service on such committee, and any such
         exercise of such fiduciary duty shall not be deemed to constitute a
         breach of the terms of this Agreement.

                  Section 11.12 Delays or Omissions. Except as expressly
         provided herein, no delay or omission to exercise any right, power or
         remedy accruing to the Company or the Investors upon any breach or
         default of any party under this Agreement, shall impair any such right,
         power or remedy of the Company or Investors nor shall it be construed
         to be a waiver of any such breach or default, or an acquiescence
         therein, or of or in any similar breach or default thereafter
         occurring; nor shall any waiver of any single breach or default be
         deemed a waiver of any other breach or default theretofore or
         thereafter occurring. Any waiver, permit, consent or approval of any
         kind or character on the part of the Company or the Investors of any
         breach or default under this Agreement, or any waiver on the part of
         any such party of any provisions or conditions of this Agreement, must
         be in writing and shall be effective only to the extent specifically
         set forth in such writing. All remedies, either under this Agreement or
         by law or otherwise afforded to the Company or the Investors shall be
         cumulative and not alternative.

                  Section 11.13 Interpretation. The parties agree that to the
         extent any provision of the Plan relating to the Investors and the
         Participating Investors conflicts with any provision of this Agreement,
         the provisions of this Agreement shall control.

                                       27
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                     MACKAY SHIELDS LLC

                                     By: /s/ Don Morgan III
                                        ------------------------------------
                                        Name:  Don Morgan III
                                        Title: Senior Managing Director

                                     CITICORP MEZZANINE III, L.P.

                                     By: /s/ Byron Knief
                                        ------------------------------------
                                        Name:  Byron Knief
                                        Title: Senior Vice President

                                     TCW Shared Opportunity Fund II, L.P.
                                     By: TCW Investment Management Company
                                          Its Investment Manager

                                     By: /s/ Nicholas W. Tell, Jr.
                                        ------------------------------------
                                        Name:  Nicholas W. Tell, Jr.
                                        Title: Managing Director

                                     By: /s/ Gary A. Hobart
                                        ------------------------------------
                                        Name:  Gary A. Hobart
                                        Title: Vice President

                                     Shared Opportunity Fund IIB LLC
                                     By: TCW Asset Management Company
                                          as its Investment Advisor

                                     By: /s/ Nicholas W. Tell, Jr.
                                        ------------------------------------
                                        Name:  Nicholas W. Tell, Jr.
                                        Title: Managing Director

                                     By: /s/ Gary A. Hobart
                                        ------------------------------------
                                        Name:  Gary A. Hobart
                                        Title: Vice President

                                       28


<PAGE>

                                     TCW Shared Opportunity Fund IV, L.P. and
                                     TCW Shared Opportunity Fund IVB, L.P.
                                     By: TCW Asset Management Company
                                          Its Investment Advisor

                                     By: /s/ Nicholas W. Tell, Jr.
                                        ------------------------------------
                                        Name:  Nicholas W. Tell, Jr.
                                        Title: Managing Director

                                     By: /s/ Gary A. Hobart
                                        ------------------------------------
                                        Name:  Gary A. Hobart
                                        Title: Vice President

                                     AIMCO CDO, Series 2000-A
                                     By: Allstate Investment Management Company
                                           Its Collateral Manager

                                     By: TCW Asset Management Company
                                          Its Investment Advisor

                                     By: /s/ Nicholas W. Tell, Jr.
                                        ------------------------------------
                                        Name:  Nicholas W. Tell, Jr.
                                        Title: Managing Director

                                     By: /s/ Gary A. Hobart
                                        ------------------------------------
                                        Name:  Gary A. Hobart
                                        Title: Vice President

                                     TCW High Income Partners, Ltd.
                                     By: TCW Asset Management Company,
                                         its Investment Advisor

                                     By: /s/ Nicholas W. Tell, Jr.
                                        ------------------------------------
                                        Name:  Nicholas W. Tell, Jr.
                                        Title: Managing Director

                                       29

<PAGE>

                                     TCW High Income Partners II, Ltd.
                                     By: TCW Asset Management Company,
                                         its Investment Advisor

                                     By: /s/ Nicholas W. Tell, Jr.
                                        ------------------------------------
                                        Name:  Nicholas W. Tell, Jr.
                                        Title: Managing Director

                                     METROPOLITAN LIFE INSURANCE COMPANY

                                     By: /s/ Jacqueline D. Jenkins
                                        ------------------------------------
                                        Name: Jacqueline D. Jenkins
                                        Title: Managing Director

                                     EXIS DIFFERENTIAL HOLDINGS, LTD.

                                     By: /s/ Chris Kane
                                        ------------------------------------
                                        Name: Chris Kane
                                        Title: Portfolio Manager

                                     ACP HOLDING COMPANY

                                     By: /s/ Gary LaChey
                                        ------------------------------------
                                        Name: Gary LaChey
                                        Title:

                                     NEENAH FOUNDRY COMPANY

                                     By: /s/ Gary LaChey
                                        ------------------------------------
                                        Name: Gary LaChey
                                        Title:

                                     ADVANCED CAST PRODUCTS, INC.

                                     By: /s/ Gary LaChey
                                        ------------------------------------
                                        Name: Gary LaChey
                                        Title:

                                       30


<PAGE>

                                     DALTON CORPORATION

                                     By: /s/ Gary LaChey
                                         --------------------------------------
                                        Name: Gary LaChey
                                        Title: VP - Finance, Treasurer,
                                               Secty. & CFO

                                     DALTON CORPORATION, WARSAW
                                     MANUFACTURING FACILITY

                                     By: /s/ Gary LaChey
                                         --------------------------------------
                                        Name: Gary LaChey
                                        Title: VP - Finance, Treasurer,
                                               Secty. & CFO

                                     DALTON CORPORATION, STRYKER
                                     MACHINING FACILITY CO.

                                     By: /s/ Gary LaChey
                                         ---------------------------------------
                                        Name: Gary LaChey
                                        Title: VP - Finance, Treasurer,
                                               Secty. & CFO

                                     DALTON CORPORATION, ASHLAND
                                     MANUFACTURING FACILITY

                                     By: /s/ Gary LaChey
                                         ---------------------------------------
                                        Name: Gary LaChey
                                        Title: VP - Finance, Treasurer,
                                               Secty. & CFO

                                     DALTON CORPORATION, KENDALLVILLE
                                     MANUFACTURING FACILITY

                                     By: /s/ Gary LaChey
                                         ---------------------------------------
                                        Name: Gary LaChey
                                        Title: VP - Finance, Treasurer,
                                               Secty. & CFO

                                     DEETER FOUNDRY, INC.

                                     By: /s/ Gary LaChey
                                         ---------------------------------------
                                        Name: Gary LaChey
                                        Title: VP - Finance, Treasurer,
                                               Secty. & CFO


                                       31


<PAGE>

                                     GREGG INDUSTRIES, INC.

                                     By: /s/ Gary LaChey
                                         ---------------------------------------
                                        Name: Gary LaChey
                                        Title: VP - Finance, Treasurer,
                                               Secty. & CFO

                                     MERCER FORGE CORPORATION

                                     By: /s/ Gary LaChey
                                         ---------------------------------------
                                        Name: Gary LaChey
                                        Title: VP - Finance, Treasurer,
                                               Secty. & CFO

                                     A&M SPECIALTIES, INC.

                                     By: /s/ Gary LaChey
                                         ---------------------------------------
                                        Name: Gary LaChey
                                        Title: VP - Finance, Treasurer,
                                               Secty. & CFO

                                     NEENAH TRANSPORT, INC.

                                     By: /s/ Gary LaChey
                                         ---------------------------------------
                                        Name: Gary LaChey
                                        Title: VP - Finance, Treasurer,
                                               Secty. & CFO

                                     CAST ALLOYS, INC.

                                     By: /s/ Gary LaChey
                                         ---------------------------------------
                                        Name: Gary LaChey
                                        Title: VP - Finance, Treasurer,
                                               Secty. & CFO

                                     BELCHER CORPORATION

                                     By: /s/ Gary LaChey
                                         ---------------------------------------
                                        Name: Gary LaChey
                                        Title: VP - Finance, Treasurer,
                                               Secty. & CFO

                                     PEERLESS CORPORATION

                                     By: /s/ Gary LaChey
                                         ---------------------------------------
                                        Name: Gary LaChey
                                        Title: VP - Finance, Treasurer,
                                               Secty. & CFO


                                       32