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                                                               EXECUTION VERSION

                             NEENAH FOUNDRY COMPANY

                    11% SENIOR SECOND SECURED NOTES DUE 2010

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                 October 8, 2003

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
Exis Differential Holdings Ltd.

Ladies and Gentlemen:

                  Neenah Foundry Company, a company organized under the laws of
Wisconsin (the "Company"), proposes to issue its 11% Senior Second Secured Notes
due 2010 (the "Notes") pursuant to, and upon the terms set forth in, the
Company's Plan of Reorganization (the "Plan") under chapter 11 of Title 11 of
the United States Code (the "Bankruptcy Code"), and in a Subscription Agreement,
dated as of October 7, 2003, by and among the Investors referred to therein, ACP
Holding Company, the Company and the Subsidiary Guarantors listed therein (the
"Subscription Agreement"). The Notes will be guaranteed (the "Guarantees" and,
together with the Notes, the "Securities") by each of the Company's direct and
indirect subsidiaries set forth on the signature page hereto (the "Subsidiary
Guarantors"). In accordance with the Plan and to satisfy a condition of your
obligations under the Subscription Agreement, the Company and the Subsidiary
Guarantors, jointly and severally, agree with you for your benefit and the
benefit of the holders from time to time of the Securities (each a "Holder" and,
together, the "Holders"), as follows:

                  1.       Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Subscription
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

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                  "Actual Interest Amount" shall mean, with respect to any Note
and with respect to any Registration Default Period, an amount equal to the
amount of interest accruing on such Note during such Registration Default Period
pursuant to the terms of such Note and the Indenture.

                  "Assumed Interest Amount" shall mean, with respect to any Note
and with respect to any Registration Default Period, an amount equal to the
amount of interest which would accrue on such Note during such Registration
Default Period at a rate equal to:

                  (a) during the first 90 days of such Registration Default
         period, the rate of interest payable on such Note pursuant to the terms
         of such Note and the Indenture, plus 0.25%, and

                  (b) during each subsequent 90-day period of such Registration
         Default Period, the rate of interest utilized in calculating the
         Assumed Interest Amount with respect to the prior 90 days of such
         Registration Default Period, plus an additional 0.25%.

                  "Affiliate" means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under common
control with such other 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.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Company" shall have the meaning set forth in the preamble
hereto.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the period
following the consummation of the Registered Exchange Offer, which period shall
end on the sooner of the 180th day after the consummation of the Registered
Exchange Offer and the date on which all Exchanging Dealers have sold all New
Securities held by them (unless such period is extended pursuant to Section 4(k)
hereof).

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company and the Subsidiary Guarantors on an
appropriate form under the Act with respect to the Registered Exchange Offer,
all amendments and supplements to such registration statement, including
post-effective amendments thereto, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

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                  "Exchanging Dealer" shall mean any Holder that is a
Broker-Dealer and elects to exchange for New Securities any Securities that it
acquired for its own account as a result of market-making activities or other
trading activities.

                  "Guarantees" shall have the meaning set forth in the preamble
hereto.

                  "Holder" and "Holders" shall have the respective meanings set
forth in the preamble hereto.

                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of the date hereof, among the Company, the Subsidiary
Guarantors and The Bank of New York, as Trustee, as the same may be amended from
time to time in accordance with the terms thereof.

                  "Initial Holders" shall mean the persons to whom the New
Securities are initially issued by the Company, whether in exchange for the PIK
Note Claims referred to in the Plan, upon the exercise of the Rights referred to
in the Plan or pursuant to the Subscription Agreement.

                  "Liquidated Damages" shall mean with respect to any Note and
with respect to any Registration Default Period an amount equal to (a) the
Assumed Interest Amount for the duration of such Registration Default Period,
minus (b) the Actual Interest Amount for the duration of such Registration
Default Period.

                  "Losses" shall have the meaning set forth in Section 7(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered or to be registered under a
Registration Statement.

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "New Securities" shall mean the 11% Senior Secured Notes due
2010 issued by the Company containing terms identical in all material respects
to the Securities (except that (i) interest thereon shall accrue from the last
date on which interest was paid on the Securities or, if no such interest has
been paid, from the date of their original issue, and (ii) the transfer
restrictions thereon shall be eliminated) to be offered to Holders in exchange
for Securities pursuant to the Registered Exchange Offer.

                  "Notes" shall have the meaning set forth in the preamble
hereto.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Registration Default" shall have the meaning set forth in
Section 6 hereof.

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                  "Registration Default Period" shall mean the period commencing
on the day upon which a Registration Default shall have occurred and concluding
on the day upon which such Registration Default shall have been cured,
inclusive.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company and the Guarantors to issue and deliver to the Holders that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" shall have the meaning set forth
in Section 3(b)(ii) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company and the Subsidiary Guarantors pursuant to
the provisions of Section 3 hereof which covers some or all of the Securities or
New Securities, as applicable, on an appropriate form under Rule 415 under the
Act, or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

                  "Subscription Agreement" shall have the meaning set forth in
the preamble hereto.

                  "Subsidiary Guarantors" shall have the meaning set forth in
the preamble hereto.

                  "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

                  "underwriter" shall mean any underwriter of the Securities in
connection with an offering thereof under a Shelf Registration Statement.

                  2.       Registered Exchange Offer.

                           (a)      The Company shall prepare and, not later
         than 60 days following the date of the original issuance of the
         Securities (or if such 60th day is not a Business Day, the next
         succeeding Business Day), shall file with the Commission the Exchange
         Offer Registration Statement with respect to the Registered Exchange
         Offer. The Company shall use its commercially reasonable best efforts
         to cause the Exchange Offer

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         Registration Statement to be declared effective under the Act within
         140 days of the date of the original issuance of the Securities (or if
         such 140th day is not a Business Day, the next succeeding Business
         Day).

                           (b)      Upon the effectiveness of the Exchange Offer
         Registration Statement, the Company shall promptly commence the
         Registered Exchange Offer, it being the objective of such Registered
         Exchange Offer to enable each Holder electing to exchange Securities
         for New Securities (assuming that such Holder is not an Affiliate of
         the Company, acquires the New Securities in the ordinary course of such
         Holder's business, has no arrangements with any Person to participate
         in the distribution of the New Securities and is not prohibited by any
         law or policy of the Commission from participating in the Registered
         Exchange Offer) to trade such New Securities from and after their
         receipt without any limitations or restrictions under the Act and
         without material restrictions under the securities laws of a
         substantial proportion of the several states of the United States.

                           (c)      In connection with the Registered Exchange
         Offer, the Company shall:

                                    (i) mail to each Holder a copy of the
                  Prospectus forming part of the Exchange Offer Registration
                  Statement, together with an appropriate letter of transmittal
                  and related documents;

                                    (ii) keep the Registered Exchange Offer open
                  for not less than 30 days and not more than 40 days after the
                  date notice thereof is mailed to the Holders (or, in each
                  case, longer if required by applicable law);

                                    (iii) use its commercially reasonable best
                  efforts to keep the Exchange Offer Registration Statement
                  continuously effective under the Act, supplemented and amended
                  as required under the Act, to ensure that it is available for
                  sales of New Securities by Exchanging Dealers during the
                  Exchange Offer Registration Period;

                                    (iv) utilize the services of a depositary
                  for the Registered Exchange Offer with an address in the
                  Borough of Manhattan in New York City, which may be the
                  Trustee or its Affiliate;

                                    (v) permit Holders to withdraw tendered
                  Securities at any time prior to the close of business, New
                  York time, on the last Business Day on which the Registered
                  Exchange Offer is open;

                                    (vi) prior to effectiveness of the Exchange
                  Offer Registration Statement, if requested by the Commission,
                  provide a supplemental letter to the Commission (A) stating
                  that the Company and the Subsidiary Guarantors are conducting
                  the Registered Exchange Offer in reliance on the position of
                  the Commission in Exxon Capital Holdings Corporation (pub.
                  avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub.
                  avail. June 5, 1991); and (B) including a representation that
                  neither the Company nor any Subsidiary Guarantor has entered

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                  into any arrangement or understanding with any Person to
                  distribute the New Securities to be received in the Registered
                  Exchange Offer and that neither the Company nor any Subsidiary
                  Guarantor will issue New Securities to any Holder
                  participating in the Registered Exchange Offer who fails to
                  certify to the Company that such Holder is acquiring the New
                  Securities in the ordinary course of business and has no
                  arrangement or understanding with any Person to participate in
                  the distribution of the New Securities; and

                                    (vii) comply in all respects with all
                  applicable laws.

                           (d)      As soon as practicable after the close of
         the Registered Exchange Offer, the Company and the Subsidiary
         Guarantors shall:

                                    (i) instruct the Trustee to accept for
                  exchange all Securities tendered and not validly withdrawn
                  pursuant to the Registered Exchange Offer;

                                    (ii) instruct the Trustee to cancel in
                  accordance with Section 4(s) hereof all Securities so accepted
                  for exchange; and

                                    (iii) cause the Trustee promptly to
                  authenticate and deliver to each Holder a principal amount of
                  New Securities equal to the principal amount of the Securities
                  of such Holder so accepted for exchange.

                           (e)      Each Holder participating in the Registered
         Exchange Offer shall be required to represent in writing to the Company
         that, at the time of the consummation of the Registered Exchange Offer:

                                    (i) any New Securities received by such
                  Holder will be acquired in the ordinary course of business;

                                    (ii) such Holder has had and will have no
                  arrangement or understanding with any Person to participate in
                  the distribution of the Securities or the New Securities
                  within the meaning of the Act; and

                                    (iii) such Holder is not an Affiliate of the
                  Company or any of the Subsidiary Guarantors (or if it is such
                  an Affiliate, that it will comply with the registration and
                  prospectus delivery requirements of the Act to the extent
                  applicable).

                  3.       Shelf Registration.

                           (a)      If (i) due to any change in law or
         applicable interpretations thereof by the Commission's staff, the
         Company determines upon advice of its outside counsel that it or any
         Subsidiary Guarantor is not permitted to effect the Registered Exchange
         Offer as contemplated by Section 2 hereof; (ii) for any other reason
         the Exchange Offer Registration Statement is not declared effective by
         the Commission under the Act within 180 days of the date of the
         original issuance of the Securities (or if such 180th day is not a
         Business Day, the next succeeding Business Day) or the Registered
         Exchange Offer is

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         not consummated within 200 days of the date hereof (or if such 200th
         day is not a Business Day, the next succeeding Business Day); or (iii)
         any Holder is not eligible to participate in the Registered Exchange
         Offer or does not, for any reason, receive in the Registered Exchange
         Offer New Securities which are freely tradeable by such Holder (whether
         because such Holder is an Affiliate of the Company or otherwise, it
         being understood, however, that the requirement that a participating
         Broker-Dealer deliver the prospectus contained in the Exchange Offer
         Registration Statement in connection with sales of New Securities shall
         not result in such New Securities being not "freely tradable"), the
         Company shall effect, at its cost, a Shelf Registration Statement in
         accordance with subsection (b) below.

                           (b)      (i) The Company shall, as promptly as
         practicable (but in no event more than 60 days after so required or
         requested pursuant to this Section 3, or if such 60th day is not a
         Business Day, the next succeeding Business Day), file with the
         Commission and thereafter shall use its commercially reasonable best
         efforts to cause to be declared effective under the Act a Shelf
         Registration Statement relating to the offer and sale of the Securities
         and/or the New Securities, as applicable, by the Holders thereof from
         time to time in accordance with the methods of distribution elected by
         such Holders and set forth in such Shelf Registration Statement;
         provided, however, that no Holder (other than an Initial Holder) shall
         be entitled to have the Securities held by it covered by such Shelf
         Registration Statement unless such Holder agrees in writing to be bound
         by all of the provisions of this Agreement applicable to such Holder.

                                    (ii) The Company shall use its best efforts
                  to keep the Shelf Registration Statement continuously
                  effective, supplemented and amended as required by the Act, in
                  order to permit the Prospectus forming part thereof to be
                  usable by Holders for so long as any Holder shall require in
                  order to offer or sell any of its New Securities publicly,
                  freely and without restriction (the "Shelf Registration
                  Period"). The Company shall be deemed not to have used its
                  best efforts to keep the Shelf Registration Statement
                  effective during the Shelf Registration Period if it
                  voluntarily takes any action that would result in Holders of
                  Securities covered thereby not being able to offer and sell
                  such Securities publicly, freely and without restriction
                  during that period, unless (A) such action is required by
                  applicable law; or (B) such action is taken by the Company in
                  good faith and for valid business reasons (not including
                  avoidance of the Company's obligations hereunder), including
                  the acquisition or divestiture of assets (to the extent
                  permitted by the terms of the Indenture), so long as the
                  Company promptly thereafter complies with the requirements of
                  Section 4(k) hereof, if applicable.

                                    (iii) The Company shall cause at all times
                  and from time to time the Shelf Registration Statement and the
                  related Prospectus and any amendment or supplement thereto, as
                  of the effective date of the Shelf Registration Statement or
                  such amendment or supplement, (A) to comply in all material
                  respects with the applicable requirements of the Act; and (B)
                  not to contain any untrue statement of a material fact or omit
                  to state a material fact required to be stated therein or
                  necessary in order to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading.

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                  4.       Additional Registration Procedures. In connection
with any Shelf Registration Statement and, to the extent applicable, any
Exchange Offer Registration Statement, the following provisions shall apply.

                           (a)      The Company shall:

                                    (i) furnish to you, prior to the filing
                  thereof with the Commission, a copy of any Exchange Offer
                  Registration Statement and any Shelf Registration Statement,
                  and each amendment thereof and each amendment or supplement,
                  if any, to the Prospectus included therein (including, upon
                  reasonable request, all documents incorporated by reference
                  therein after the initial filing) and shall use its best
                  efforts to reflect in each such document, when so filed with
                  the Commission, such comments as you reasonably propose;

                                    (ii) include the information set forth in
                  Annex A hereto on the facing page of the Exchange Offer
                  Registration Statement, in Annex B hereto in the forepart of
                  the Exchange Offer Registration Statement in a section setting
                  forth details of the Exchange Offer, in Annex C hereto in the
                  underwriting or plan of distribution section of the Prospectus
                  contained in the Exchange Offer Registration Statement, and in
                  Annex D hereto in the letter of transmittal delivered pursuant
                  to the Registered Exchange Offer;

                                    (iii) if requested by any Holder, include
                  the information required by Item 507 or 508 of Regulation S-K,
                  as applicable, in the Prospectus contained in the Exchange
                  Offer Registration Statement; and

                                    (iv) in the case of a Shelf Registration
                  Statement, include the names of the Holders that propose to
                  sell Securities pursuant to the Shelf Registration Statement
                  as selling securityholders.

                           (b)      The Company shall ensure that:

                                    (i) any Registration Statement and any
                  amendment thereto and any Prospectus forming part thereof and
                  any amendment or supplement thereto complies in all material
                  respects with the Act and the rules and regulations
                  thereunder; and

                                    (ii) any Registration Statement and any
                  amendment thereto and any Prospectus forming part thereof and
                  any amendment or supplement thereto does not, when the
                  Registration Statement becomes effective, contain an untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein (in the case of the Prospectus, in the
                  light of the circumstances under which they were made) not
                  misleading.

                           (c)      The Company shall advise you, the Holders of
         Securities covered by any Shelf Registration Statement and any
         Exchanging Dealer under any Exchange Offer Registration Statement that
         has provided in writing to the Company a telephone or facsimile number
         and address for notices, and, if requested by you or any such Holder or

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         Exchanging Dealer, shall confirm such advice in writing (which notice
         pursuant to clauses (ii) through (v) hereof shall be accompanied by an
         instruction to suspend the use of the Prospectus until the Company
         shall have remedied the basis for such suspension):

                                    (i) when a Registration Statement or any
                  amendment thereto has been filed with the Commission and when
                  the Registration Statement or any post-effective amendment
                  thereto has become effective;

                                    (ii) of any request by the Commission for
                  any amendment or supplement to the Registration Statement or
                  the Prospectus or for additional information;

                                    (iii) of the issuance by the Commission of
                  any stop order suspending the effectiveness of the
                  Registration Statement or the initiation of any proceedings
                  for that purpose;

                                    (iv) of the receipt by the Company or the
                  Subsidiary Guarantors of any notification with respect to the
                  suspension of the qualification of the Securities or the New
                  Securities, as the case may be, included therein for sale in
                  any jurisdiction or the initiation of any proceeding for such
                  purpose; and

                                    (v) of the happening of any event that
                  requires any change in the Registration Statement or the
                  Prospectus so that, as of such date, the Registration
                  Statement or the Prospectus does not contain an untrue
                  statement of a material fact and does not omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein (in the case of the Prospectus, in
                  the light of the circumstances under which they were made) not
                  misleading.

                           (d)      The Company shall use its commercially
         reasonable best efforts to obtain the withdrawal of any order
         suspending the effectiveness of any Registration Statement or the
         qualification of the securities therein for sale in any jurisdiction at
         the earliest possible time.

                           (e)      The Company shall furnish to each Holder of
         Securities or New Securities covered by any Shelf Registration
         Statement, without charge, at least one copy of such Shelf Registration
         Statement and any post-effective amendment thereto, including all
         material incorporated therein by reference, and, if the Holder so
         requests in writing, all exhibits thereto (including exhibits
         incorporated by reference therein).

                           (f)      The Company shall, during the Shelf
         Registration Period, deliver to each Holder of Securities or New
         Securities covered by any Shelf Registration Statement, without charge,
         as many copies of the Prospectus (including each preliminary
         Prospectus) included in such Shelf Registration Statement and any
         amendment or supplement thereto as such Holder may reasonably request.
         The Company and the Subsidiary Guarantors consent to the use of the
         Prospectus or any amendment or supplement thereto by each of the
         selling Holders of Securities or New Securities in connection with the
         offering and sale of the Securities or New Securities covered by the

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         Prospectus, or any amendment or supplement thereto, included in the
         Shelf Registration Statement.

                           (g)      The Company shall furnish to each Exchanging
         Dealer which so requests, without charge, at least one copy of the
         Exchange Offer Registration Statement and any post-effective amendment
         thereto, including all material incorporated by reference therein, and,
         if the Exchanging Dealer so requests in writing, all exhibits thereto
         (including exhibits incorporated by reference therein).

                           (h)      The Company shall promptly deliver to each
         Person required to deliver a Prospectus during the Exchange Offer
         Registration Period, without charge, as many copies of the final
         Prospectus included in such Exchange Offer Registration Statement and
         any amendment or supplement thereto as any such Person may reasonably
         request. The Company and the Subsidiary Guarantors consent to the use
         of the Prospectus or any amendment or supplement thereto by any Person
         that may be required to deliver a Prospectus following the Registered
         Exchange Offer in connection with the offering and sale of the New
         Securities covered by the Prospectus, or any amendment or supplement
         thereto, included in the Exchange Offer Registration Statement.

                           (i)      Prior to the Registered Exchange Offer or
         any other offering of Securities or New Securities pursuant to any
         Registration Statement, the Company and the Subsidiary Guarantors shall
         arrange, if necessary, for the qualification of the Securities or the
         New Securities for sale under state securities or blue sky laws of such
         jurisdictions in the United States as any Holder shall reasonably
         request and will maintain such qualification in effect so long as
         required; provided that in no event shall either the Company or any
         Subsidiary Guarantor be obligated to qualify to do business or as a
         dealer in securities in any jurisdiction where it is not then so
         qualified or to take any action that would subject it to service of
         process in suits or taxation, other than suits arising out of the
         initial placement of the Securities, the Registered Exchange Offer or
         any offering pursuant to a Shelf Registration Statement, in any such
         jurisdiction where it is not then so subject.

                           (j)      The Company and the Subsidiary Guarantors
         shall cooperate with the Holders to facilitate the timely preparation
         and delivery of certificates representing New Securities or Securities
         to be issued or sold pursuant to any Registration Statement free of any
         restrictive legends and in such denominations and registered in such
         names as Holders may request.

                           (k)      Upon the occurrence of any event
         contemplated by subsections (c)(ii) through (v) above during any period
         of time in which the Company is required to maintain an effective
         Registration Statement, the Company shall promptly prepare a
         post-effective amendment to the applicable Registration Statement or an
         amendment or supplement to the related Prospectus or file any other
         required document so that, as thereafter delivered to purchasers of the
         securities included therein, the Prospectus shall not include an untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading. In such
         circumstances, the period of

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         effectiveness of the Exchange Offer Registration Statement provided for
         in Section 2 and the Shelf Registration Statement provided for in
         Section 3(b) shall each be extended by the number of days from and
         including the date of the giving of a notice of suspension pursuant to
         Section 4(c) hereof to and including the date when the Initial Holders,
         the Holders of the Securities and any known Exchanging Dealer shall
         have received such amended or supplemented Prospectus pursuant to this
         Section 4(k).

                           (l)      Not later than the effective date of any
         Registration Statement, the Company shall provide a CUSIP number for
         the Securities or the New Securities, as the case may be, registered
         under such Registration Statement and provide the Trustee with printed
         certificates for such Securities or New Securities, as the case may be,
         in a form eligible for deposit with The Depository Trust Company.

                           (m)      The Company and the Subsidiary Guarantors
         shall comply in all material respects with all applicable rules and
         regulations of the Commission and shall make generally available to
         their security holders no later than 45 days after the end of the
         12-month period (or 90 days if such period is a fiscal year) beginning
         with the first month of the Company's first fiscal quarter after the
         effective date of the applicable Registration Statement, an earnings
         statement satisfying the provisions of Section 11(a) of the Act.

                           (n)      The Company shall cause the Indenture to be
         qualified under the Trust Indenture Act in a timely manner.

                           (o)      The Company may require each Holder of
         Securities or New Securities to be sold pursuant to any Shelf
         Registration Statement to furnish to the Company such information
         regarding the Holder and the distribution of such Securities or New
         Securities as the Company may from time to time reasonably require for
         inclusion in such Shelf Registration Statement. The Company may exclude
         from such Shelf Registration Statement the Securities or New Securities
         of any Holder that unreasonably fails to furnish such information
         within a reasonable time after receiving such request.

                           (p)      In the case of any Shelf Registration
         Statement, the Company and the Subsidiary Guarantors shall enter into
         such agreements and take all other appropriate actions (including if
         requested an underwriting agreement in customary form) in order to
         expedite or facilitate the registration or the disposition of the
         Securities or New Securities, and in connection therewith, if an
         underwriting agreement is entered into, cause the same to contain
         indemnification provisions and procedures no less favorable than those
         set forth in Section 7 (or such other provisions and procedures
         acceptable to the Majority Holders and the Managing Underwriters, if
         any) with respect to all parties to be indemnified pursuant to Section
         7.

                           (q)      In the case of any Shelf Registration
         Statement, the Company and the Subsidiary Guarantors shall:

                                    (i) make reasonably available for inspection
                  by the Holders of Securities or New Securities to be
                  registered thereunder, any underwriter

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                  participating in any disposition pursuant to such Shelf
                  Registration Statement, and any attorney, accountant or other
                  agent retained by the Holders or any such underwriter all
                  relevant financial and other records, pertinent corporate
                  documents and properties of the Company and its subsidiaries;
                  provided, however, that the foregoing inspection and
                  information gathering shall be coordinated on behalf of the
                  Holders by the one firm or counsel designated by the Majority
                  Holders pursuant to Section 5 hereof; provided, further, that
                  any information that is designated in writing by the Company
                  or any Subsidiary Guarantor, in good faith, as confidential at
                  the time of delivery of such information shall be kept
                  confidential by the Holders or any such underwriter, attorney,
                  accountant or agent, unless such disclosure is made in
                  connection with a court proceeding or required by law, or such
                  information becomes available to the public generally or
                  through a third party without an accompanying obligation of
                  confidentiality;

                                    (ii) cause the Company's and the Subsidiary
                  Guarantors' officers, directors and employees to supply all
                  relevant information reasonably requested by the Holders or
                  any underwriter, attorney, accountant or agent in connection
                  with any such Shelf Registration Statement as is customary for
                  similar due diligence examinations; provided, however, that
                  the foregoing inspection and information gathering shall be
                  coordinated on behalf of the Holders by the one firm or
                  counsel designated by the Majority Holders pursuant to Section
                  5 hereof; provided, further, that any information that is
                  designated in writing by the Company or any Subsidiary
                  Guarantor, in good faith, as confidential at the time of
                  delivery of such information shall be kept confidential by the
                  Holders or any such underwriter, attorney, accountant or
                  agent, unless such disclosure is made in connection with a
                  court proceeding or required by law, or such information
                  becomes available to the public generally or through a third
                  party without an accompanying obligation of confidentiality;

                                    (iii) make such representations and
                  warranties to the Holders of Securities or New Securities
                  registered thereunder and the underwriters, if any, in form,
                  substance and scope as are customarily made by issuers to
                  underwriters in primary underwritten offerings and covering
                  matters including, but not limited to, those set forth in the
                  Subscription Agreement;

                                    (iv) obtain opinions of counsel to the
                  Company and updates thereof (which counsel and opinions (in
                  form, scope and substance) shall be reasonably satisfactory to
                  the Managing Underwriters, if any) addressed to each selling
                  Holder and the underwriters, if any, covering such matters as
                  are customarily covered in opinions requested in underwritten
                  offerings and such other matters as may be reasonably
                  requested by such Holders and underwriters;

                                    (v) obtain "cold comfort" letters and
                  updates thereof from the independent certified public
                  accountants of the Company (and, if necessary, any other
                  independent certified public accountants of any subsidiary of
                  the Company or of any business acquired by the Company for
                  which financial statements and financial data are, or are
                  required to be, included in such Shelf Registration

                                       12

<PAGE>

                  Statement), addressed to each selling Holder of Securities or
                  New Securities registered thereunder and the underwriters, if
                  any, in customary form and covering matters of the type
                  customarily covered in "cold comfort" letters in connection
                  with primary underwritten offerings; and

                                    (vi) deliver such documents and certificates
                  as may be reasonably requested by the Majority Holders and the
                  Managing Underwriters, if any, including those to evidence
                  compliance with Section 4(k) and with any customary conditions
                  contained in the underwriting agreement or other agreement
                  entered into by the Company and the Subsidiary Guarantors.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 4(q)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

                           (r)      If a Registered Exchange Offer is to be
         consummated, upon delivery of the Securities by Holders to the Company
         (or to such other Person as directed by the Company) in exchange for
         the New Securities, the Company shall mark, or caused to be marked, on
         the Securities so exchanged that such Securities are being canceled in
         exchange for the New Securities. In no event shall the Securities be
         marked as paid or otherwise satisfied.

                           (s)      The Company and the Subsidiary Guarantors
         shall use their respective best efforts (i) if the Securities have been
         rated prior to the initial sale of such Securities, to confirm such
         ratings will apply to the Securities or the New Securities, as the case
         may be, covered by a Registration Statement; or (ii) if the Securities
         were not previously rated, to cause the Securities or the New
         Securities covered by a Registration Statement to be rated with at
         least one nationally recognized statistical rating agency, if so
         requested by Majority Holders with respect to the related Registration
         Statement or by any Managing Underwriters.

                           (t)      In the event that any Broker-Dealer shall
         underwrite any Securities or participate as a member of an underwriting
         syndicate or selling group or "assist in the distribution" (within the
         meaning of the Rules of Fair Practice and the By-Laws of the National
         Association of Securities Dealers, Inc.) thereof, whether as a Holder
         of such Securities or as an underwriter, a placement or sales agent or
         a broker or dealer in respect thereof, or otherwise, the Company and
         the Subsidiary Guarantors shall assist such Broker-Dealer in complying
         with the requirements of such Rules and By-Laws, including, without
         limitation, by:

                                    (i) if such Rules or By-Laws shall so
                  require, engaging a "qualified independent underwriter" (as
                  defined in such Rules) to participate in the preparation of
                  the Registration Statement, to exercise usual standards of due
                  diligence with respect thereto and, if any portion of the
                  offering contemplated by such Registration Statement is an
                  underwritten offering or is made through a placement or sales
                  agent, to recommend the yield of such Securities;

                                       13

<PAGE>

                                    (ii) indemnifying any such qualified
                  independent underwriter to the extent of the indemnification
                  of underwriters provided in Section 7 hereof; and

                                    (iii) providing such information to such
                  Broker-Dealer as may be required in order for such
                  Broker-Dealer to comply with the requirements of such Rules.

                           (u)      The Company and the Subsidiary Guarantors
         shall use their respective commercially reasonable best efforts to take
         all other steps necessary to effect the registration of the Securities
         or the New Securities, as the case may be, covered by a Registration
         Statement.

                  5.       Registration Expenses. The Company shall bear all
expenses incurred in connection with the performance of its and the Subsidiary
Guarantors' obligations under Sections 2, 3 and 4 hereof, and, in the event of
any Shelf Registration Statement, will reimburse the Holders for the reasonable
fees and disbursements of one firm or counsel designated by the Majority Holders
to act as counsel for the Holders in connection therewith, and, in the case of
any Exchange Offer Registration Statement, will reimburse the Initial Holders
for the reasonable fees and disbursements of one firm or counsel designated by
the Majority Holders to act as counsel for the Initial Holders in connection
therewith.

                  6.       Liquidated Damages. If (i) any Exchange Offer
Registration Statement or Shelf Registration Statement required by this
Agreement is not filed with the Commission on or prior to the date on which such
Registration Statement is required by any provision of this Agreement to be so
filed, (ii) any such Registration Statement has not been declared effective by
the Commission on or prior to the date on which such Registration Statement is
to be so declared effective pursuant to any provision of this Agreement, (iii)
the Exchange Offer has not been consummated within 180 days of the date of the
original issuance of the Securities (or if such 180th day is not a Business day,
the next succeeding Business Day), or (iv) any Registration Statement required
by this Agreement is filed and declared effective, but shall thereafter cease to
be effective or fail to be usable for its intended purpose for any reason
(including, but not limited to, by reason of the fact that any of the
information set forth, or incorporated by reference, therein shall not be true,
correct and current in all material respects) (each such event referred to in
clauses (i) through (iv) above, a "Registration Default"), then the Company and
the Subsidiary Guarantors hereby jointly and severally agree to pay to each
Holder of Securities affected thereby Liquidated Damages; provided that the
Company and the Subsidiary Guarantors shall in no event be required to pay
Liquidated Damages for more than one Registration Default at any given time. All
accrued Liquidated Damages shall be paid to the Holders entitled thereto, in the
manner provided for the payment of interest in the Indenture, on each Interest
Payment Date, as more fully set forth in the Indenture. All obligations of the
Company and the Subsidiary Guarantors to pay Liquidated Damages with respect to
securities shall survive until such time as such obligations with respect to
such securities shall have been satisfied in full.

                                       14

<PAGE>

                  7.       Indemnification and Contribution.

                           (a)      The Company and the Subsidiary Guarantors,
         jointly and severally, agree to indemnify and hold harmless each Holder
         of Securities or New Securities, as the case may be, covered by any
         Registration Statement (including each Initial Holder and, with respect
         to any Prospectus delivery as contemplated in Section 4(h) hereof, each
         Exchanging Dealer), the directors, officers, employees and agents of
         each such Holder and each Person who controls any such Holder within
         the meaning of either the Act or the Exchange Act against any and all
         losses, claims, damages or liabilities, joint or several, to which they
         or any of them may become subject under the Act, the Exchange Act or
         other Federal or state statutory law or regulation, at common law or
         otherwise, insofar as such losses, claims, damages or liabilities (or
         actions in respect thereof) arise out of or are based upon any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement as originally filed or in any amendment
         thereof, or in any preliminary Prospectus or the Prospectus, or in any
         amendment thereof or supplement thereto, or arise out of or are based
         upon the omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and agrees to reimburse each such indemnified
         party, as incurred, for any legal or other expenses reasonably incurred
         by them in connection with investigating or defending any such loss,
         claim, damage, liability or action; provided, however, that (i) the
         Company and the Subsidiary Guarantors will not be liable in any case to
         the extent that any such loss, claim, damage or liability arises out of
         or is based upon any such untrue statement or alleged untrue statement
         or omission or alleged omission made therein in reliance upon and in
         conformity with written information furnished to the Company and the
         Subsidiary Guarantors by or on behalf of any such Holder specifically
         for inclusion therein, (ii) with respect to any untrue statement or
         omission or alleged untrue statement or omission made in any
         preliminary Prospectus relating to a Shelf Registration Statement, the
         foregoing indemnity shall not inure to the benefit of any Holder
         (including any Exchanging Dealer) from whom the Person asserting any
         such loss, claim, damage or liability purchased the Securities or the
         New Securities, as the case may be, to the extent that a final
         Prospectus relating to such Securities or New Securities, as the case
         may be, was required to be delivered by such Holder under the Act in
         connection with such purchase and any such loss, claim, damage or
         liability of such Holder results from the failure of such Holder to
         send to such Person, at or prior to the written confirmation of the
         sale of such Securities or New Securities, as the case may be, a copy
         of the final Prospectus if the Company had previously furnished copies
         thereof to such Holder and (iii) the Company and the Subsidiary
         Guarantors shall not be liable in any such case to the extent that such
         loss, claim, damage or liability arises out of or is based upon the use
         of a Registration Statement after (x) a stop order has been issued in a
         respect of a Registration Statement or (y) a Registration Statement has
         been suspended, so long as, in the case of each of (x) and (y), such
         Holder has received notice of such action in accordance with Section
         4(c) hereof. This indemnity agreement will be in addition to any
         liability which the Company and the Subsidiary Guarantors may otherwise
         have.

                  The Company and the Subsidiary Guarantors also, jointly and
         severally, agree to indemnify or contribute as provided in Section 7(d)
         to Losses of any underwriter of any

                                       15

<PAGE>

         Securities or New Securities, as the case may be, registered under a
         Shelf Registration Statement, their directors, officers, employees or
         agents and each Person who controls such underwriter (within the
         meaning of the Act or the Exchange Act) on substantially the same basis
         as that of the indemnification of the selling Holders provided in this
         Section 7(a) and shall, if requested by any Holder, enter into an
         underwriting agreement reflecting such agreement, as provided in
         Section 4(p) hereof.

                           (b)      Each Holder of Securities or New Securities,
         as the case may be, covered by a Registration Statement severally
         agrees to indemnify and hold harmless the Company and the Subsidiary
         Guarantors, each of their directors, each of their officers who signs
         such Registration Statement and each Person who controls the Company or
         any of the Subsidiary Guarantors within the meaning of either the Act
         or the Exchange Act, to the same extent as the foregoing indemnity from
         the Company and the Subsidiary Guarantors to each such Holder, but only
         with reference to written information furnished to the Company or the
         Subsidiary Guarantors by or on behalf of such Holder specifically for
         inclusion in the documents referred to in the foregoing indemnity and
         agrees to reimburse each such indemnified party for any legal or other
         expenses reasonably incurred, as incurred, by them in connection with
         investigation or defending such loss, claim, liability, damage or
         action. This indemnity agreement will be in addition to any liability
         which any such Holder may otherwise have.

                           (c)      Promptly after receipt by an indemnified
         party under this Section 7 of notice of the commencement of any action,
         such indemnified party will, if a claim in respect thereof is to be
         made against the indemnifying party under this Section 7, notify the
         indemnifying party in writing of the commencement thereof; but the
         failure so to notify the indemnifying party (i) will not relieve it
         from liability under paragraph (a) or (b) above unless and to the
         extent it did not otherwise learn of such action and such failure
         results in the forfeiture by the indemnifying party of substantial
         rights and defenses; and (ii) will not, in any event, relieve the
         indemnifying party from any obligations to any indemnified party other
         than the indemnification obligation provided in paragraph (a) or (b)
         above. The indemnifying party shall be entitled to appoint counsel of
         the indemnifying party's choice at the indemnifying party's expense to
         represent the indemnified party in any action for which indemnification
         is sought (in which case the indemnifying party shall not thereafter be
         responsible for the fees and expenses of any separate counsel retained
         by the indemnified party or parties except as set forth below);
         provided, however, that such counsel shall be reasonably satisfactory
         to the indemnified party. Notwithstanding the indemnifying party's
         election to appoint counsel to represent the indemnified party in an
         action, the indemnified party shall have the right to employ separate
         counsel (including local counsel), and the indemnifying party shall
         bear the reasonable fees, costs and expenses of such separate counsel
         if (i) the use of counsel chosen by the indemnifying party to represent
         the indemnified party would present such counsel with a conflict of
         interest; (ii) the actual or potential defendants in, or targets of,
         any such action include both the indemnified party and the indemnifying
         party and the indemnified party shall have reasonably concluded that
         there may be legal defenses available to it and/or other indemnified
         parties which are different from or additional to those available to
         the indemnifying party; (iii) the indemnifying party shall not have
         employed counsel satisfactory to the indemnified party to represent the
         indemnified party

                                       16

<PAGE>

         within a reasonable time after notice of the institution of such
         action; or (iv) the indemnifying party shall authorize the indemnified
         party to employ separate counsel at the expense of the indemnifying
         party. An indemnifying party will not, without the prior written
         consent of the indemnified parties, settle or compromise or consent to
         the entry of any judgment with respect to any pending or threatened
         claim, action, suit or proceeding in respect of which indemnification
         or contribution may be sought hereunder (whether or not the indemnified
         parties are actual or potential parties to such claim or action) unless
         such settlement, compromise or consent includes an unconditional
         release of each indemnified party from all liability arising out of
         such claim, action, suit or proceeding.

                           (d)      In the event that the indemnity provided in
         paragraph (a) or (b) of this Section 7 is unavailable to or
         insufficient to hold harmless an indemnified party for any reason, then
         each applicable indemnifying party shall have a joint and several
         obligation to contribute to the amount paid or payable by such
         indemnified party as a result of the aggregate losses, claims, damages
         and liabilities referred to in subsection (a) or (b), as the case may
         be, above (including legal or other expenses reasonably incurred in
         connection with investigating or defending same) (collectively
         "Losses") to which such indemnified party may be subject in such
         proportion as is appropriate to reflect the relative faults of the
         indemnified and indemnifying parties. Relative fault shall be
         determined by reference to, among other things, whether the Losses
         arose from any alleged untrue statement or omission relates to
         information provided by the indemnifying party, on the one hand, or by
         the indemnified party, on the other hand; the intent of the parties and
         their relative knowledge, access to information and opportunity to
         correct or prevent such untrue statement or omission. The parties agree
         that it would not be just and equitable if contribution were determined
         by pro rata allocation (even if the Holders were treated as one entity
         for such purpose) or any other method of allocation which does not take
         account of the equitable considerations referred to above.
         Notwithstanding the provisions of this paragraph (d), no Person guilty
         of fraudulent misrepresentation (within the meaning of Section 11(f) of
         the Act) shall be entitled to contribution from any Person who was not
         guilty of such fraudulent misrepresentation. For purposes of this
         Section 7, each Person who controls a Holder within the meaning of
         either the Act or the Exchange Act and each director, officer, employee
         and agent of such Holder shall have the same rights to contribution as
         such Holder, and each Person who controls the Company or any of the
         Subsidiary Guarantors within the meaning of either the Act or the
         Exchange Act, each officer of the Company or any of the Subsidiary
         Guarantors who shall have signed the Registration Statement and each
         director of the Company or any of the Subsidiary Guarantors shall have
         the same rights to contribution as the Company, subject in each case to
         the applicable terms and conditions of this paragraph (d).

                           (e)      The provisions of this Section 7 will remain
         in full force and effect, regardless of any investigation made by or on
         behalf of any Holder or the Company and the Subsidiary Guarantors or
         any of the officers, directors or controlling Persons referred to in
         this Section 7, and will survive the sale by a Holder of Securities or
         New Securities covered by a Registration Statement or any termination
         or cancellation of this Agreement.

                                       17

<PAGE>

                  8.       Underwritten Registrations.

                           (a)       If any of the Securities or New Securities,
         as the case may be, covered by any Shelf Registration Statement are to
         be sold in an underwritten offering, the Managing Underwriters shall be
         selected by the Majority Holders.

                           (b)       No Person may participate in any
         underwritten offering pursuant to any Shelf Registration Statement,
         unless such Person (i) agrees to sell such Person's Securities or New
         Securities, as the case may be, on the basis reasonably provided in any
         underwriting arrangements approved by the Persons entitled hereunder to
         approve such arrangements; and (ii) completes and executes all
         questionnaires, powers of attorney, indemnities, underwriting
         agreements and other documents reasonably required under the terms of
         such underwriting arrangements.

                  9.       No Inconsistent Agreements. The Company and the
Subsidiary Guarantors have not, as of the date hereof, entered into, nor shall
they, on or after the date hereof, enter into, any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders herein or
otherwise conflicts with the provisions hereof.

                  10.      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, holders of a majority in
aggregate principal amount outstanding of New Securities). Notwithstanding the
foregoing (except for the foregoing proviso), a waiver or consent to departure
from the provisions hereof with respect to a matter that relates exclusively to
the rights of some Holders whose Securities or New Securities (the "affected
Securities"), as the case may be, are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by the Holders representing a majority of the aggregate
principal amount of the affected Securities, voting together as a single class.

                  11.      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, facsimile transmission or air courier guaranteeing overnight
delivery:

                           (a)       if to a Holder, at the most current address
         given by such holder to the Company in accordance with the provisions
         of this Section, which address initially is, with respect to each
         Holder, the address of such Holder maintained by the Registrar under
         the Indenture;

                           (b)       if to you, initially at the respective
         addresses set forth in the Subscription Agreement; and

                           (c)       if to the Company or the Subsidiary
         Guarantors, initially at the address of the Company set forth in the
         Subscription Agreement.

                                       18

<PAGE>

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Holders, the Company or the Subsidiary Guarantors
by notice to the other parties may designate additional or different addresses
for subsequent notices or communications.

                  12.      Successors. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities and the New Securities. The
Company hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

                  13.      Counterparts. This Agreement may be in signed
counterparts, each of which shall an original and all of which together shall
constitute one and the same agreement.

                  14.      Headings. The headings used herein are for
convenience only and shall not affect the construction hereof.

                  15.      Applicable Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  16.      Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way
impaired or affected thereby, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.

                  17.      Securities Held by the Company, etc. Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

                  18.      Specific Performance. Without limiting or waiving in
any respect any rights or remedies of the parties under this Agreement now or
hereinafter existing at law or in equity or by statute, each of the parties
hereto shall be entitled to seek specific performance of the obligations to be
performed by the other(s) in accordance with the provisions of this Agreement.

                  19.      Third Party Beneficiaries. Holders of Securities and
the other Persons to be indemnified pursuant to Section 7(a) hereof are intended
third party beneficiaries of this Agreement, and this Agreement shall inure to
the benefit of and may be enforced by, such

                                       19

<PAGE>

Persons. Other than as set forth in the preceding sentence, this Agreement shall
be binding upon and inure solely to the benefit of each party hereto.

                                       20

<PAGE>

                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
among the Company, the Subsidiary Guarantors and the Initial Holders.

                                     Very truly yours,

                                     NEENAH FOUNDRY COMPANY

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

                                     ADVANCED CAST PRODUCTS, INC.

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


                                     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

<PAGE>

                                     DALTON CORPORATION, ASHLAND
                                     MANUFACTURING FACILITY

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


                                     DALTON CORPORATION, KENDALVILLE
                                     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


                                     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


                                       22

<PAGE>
\
                                     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


                                       23

<PAGE>

The foregoing Agreement is hereby confirmed and
accepted as of the date 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

                                       24


<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

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

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<PAGE>

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



                                       26

<PAGE>

                                                                         ANNEX A

                  Each broker-dealer that receives new securities for its own
account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of these new securities. The letter of
transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new securities received in exchange for securities where those
securities were acquired by this broker-dealer as a result of market-making
activities or other trading activities. We have agreed that, starting on the
expiration date and ending on the close of business 180 days after the
expiration date, we will make this prospectus available to any broker-dealer for
use in connection with any such resale. See "Plan of Distribution."

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<PAGE>

                                                                         ANNEX B

                  Each broker-dealer that receives new securities for its own
account in exchange for securities, where those securities were acquired by this
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of those new securities. See "Plan of Distribution."

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<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

                  Each broker-dealer that receives new securities for its own
account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of these new securities. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of new securities received in
exchange for securities where those securities were acquired as a result of
market-making activities or other trading activities. We and the subsidiary
guarantors have agreed that, starting on the expiration date and ending on the
close of business 180 days after the expiration date, we will make this
prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until __________, 200__, all
dealers effecting transactions in the new securities may be required to deliver
a prospectus.

                  We will not receive any proceeds from any sale of new
securities by broker-dealers. New securities received by broker-dealers for
their own account pursuant to the exchange offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the new securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such new
securities. Any broker-dealer that resells new securities that were received by
it for its own account pursuant to the exchange offer and any broker or dealer
that participates in a distribution of such new securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of new securities and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The letter of transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

                  For a period of 180 days after the expiration date, we and the
Subsidiary Guarantors will promptly send additional copies of this prospectus
and any amendment or supplement to this prospectus to any broker-dealer that
requests such documents in the letter of transmittal. We have agreed to pay all
expenses incident to the exchange offer (including the expenses of one counsel
for the holders of the securities) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the securities (including
any broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

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<PAGE>

                                                                         ANNEX D

Rider A

                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:          ______________________________________
                  Address:       ______________________________________
                                 ______________________________________

Rider B

If the undersigned is not a broker-dealer, the undersigned represents that it
acquired the new securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of new securities
and it has no arrangements or understandings with any person to participate in a
distribution of the new securities. If the undersigned is a broker-dealer that
will receive new securities for its own account in exchange for securities, it
represents that the securities to be exchanged for new securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such new securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

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