<PAGE>

                                                               EXECUTION VERSION


                             NEENAH FOUNDRY COMPANY

                     13% SENIOR SUBORDINATED NOTES DUE 2013


                          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 13% Senior Subordinated Notes
due 2013 (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"). 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, 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.

          "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.



<PAGE>

          "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.

          "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 Securities are
initially issued by the Company pursuant to the Plan.

          "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.




                                       2
<PAGE>


          "Losses" shall have the meaning set forth in Section 6(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.

          "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 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 5
hereof.

          "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.

          "Registration Statement" shall mean any Shelf Registration Statement
that covers any of the 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 2 hereof.

          "Shelf Registration Period" shall have the meaning set forth in
Section 2(a)(ii) hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company and the Subsidiary Guarantors pursuant to the
provisions of Section 2 hereof which covers some or all of the Securities, 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 mean the 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.



                                       3
<PAGE>

          "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.   Shelf Registration.

               (a) (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 2, 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, 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 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 3(i) 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.




                                       4

<PAGE>

          3.   Additional Registration Procedures. In connection with any Shelf
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 the 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 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 and the Holders of Securities
     covered by any Shelf Registration Statement, and, if requested by you or
     any such Holder, 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;




                                       5
<PAGE>

                    (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 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
     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 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 in connection with the offering and sale of the
     Securities covered by the Prospectus, or any amendment or supplement
     thereto, included in the Shelf Registration Statement.

               (g)  Prior to any offering of Securities pursuant to any
     Registration Statement, the Company and the Subsidiary Guarantors shall
     arrange, if necessary, for the qualification of the 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 or any offering pursuant to a
     Shelf Registration Statement, in any such jurisdiction where it is not then
     so subject.

               (h)  The Company and the Subsidiary Guarantors shall cooperate
     with the Holders to facilitate the timely preparation and delivery of
     certificates representing Securities to be issued or sold pursuant to any




                                       6
<PAGE>

     Registration Statement free of any restrictive legends and in such
     denominations and registered in such names as Holders may request.

               (i)  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 effectiveness of the Shelf Registration Statement provided for in
     Section 2(a) shall be extended by the number of days from and including the
     date of the giving of a notice of suspension pursuant to Section 3(c)
     hereof to and including the date when the Initial Holders and the Holders
     of the Securities shall have received such amended or supplemented
     Prospectus pursuant to this Section 3(i).

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

               (k)  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.

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

               (m)  The Company may require each Holder of 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 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 of any Holder that unreasonably fails
     to furnish such information within a reasonable time after receiving such
     request.

               (n)  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, and in
     connection therewith, if an underwriting agreement is entered into, cause
     the same to contain indemnification provisions and procedures no less




                                       7
<PAGE>

     favorable than those set forth in Section 6 (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 6.

               (o)  The Company and the Subsidiary Guarantors shall:

                    (i) make reasonably available for inspection by the Holders
          of Securities to be registered thereunder, any underwriter
          participating in any disposition pursuant to the 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 4 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 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
          4 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 registered thereunder and the underwriters, if
          any, in form, substance and scope as are customarily made by issuers
          to underwriters in primary underwritten offerings;

                    (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




                                       8
<PAGE>

          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 the Shelf Registration Statement), addressed to
          each selling Holder of 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 3(i) 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 3(o)
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.

               (p)  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 covered by a Registration Statement; or (ii) if the Securities
     were not previously rated, to cause the 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.

               (q)  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;




                                       9
<PAGE>

                    (ii) indemnifying any such qualified independent underwriter
          to the extent of the indemnification of underwriters provided in
          Section 6 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.

               (r)  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 covered by a
     Registration Statement.

          4.   Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its and the Subsidiary
Guarantors' obligations under Sections 2 and 3 hereof, and 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.

          5.   Liquidated Damages. If (i) any 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, or
(iii) 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 (iii) 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.

          6.   Indemnification and Contribution.

               (a) The Company and the Subsidiary Guarantors, jointly and
     severally, agree to indemnify and hold harmless each Holder of Securities
     covered by any Registration Statement (including each Initial Holder), 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




                                       10
<PAGE>

     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 from whom the Person asserting any such loss,
     claim, damage or liability purchased the Securities to the extent that a
     final Prospectus relating to such Securities 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, 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 3(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 6(d) to Losses of
     any underwriter of any Securities 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 6(a) and
     shall, if requested by any Holder, enter into an underwriting agreement
     reflecting such agreement, as provided in Section 3(n) hereof.

               (b)  Each Holder of Securities 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




                                       11
<PAGE>

     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 6 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 6, 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 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 6 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




                                       12
<PAGE>

     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 6, 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 6 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 6, and will
     survive the sale by a Holder of Securities covered by a Registration
     Statement or any termination or cancellation of this Agreement.

          7.   Underwritten Registrations.

               (a)  If any of the Securities 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 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.



                                       13
<PAGE>

          8.   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.

          9.   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. 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 (the "affected Securities") 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.

          10.  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.

          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.

          11.  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 the Securities. The Company hereby agrees to
extend the benefits of this Agreement to any Holder of Securities, and any such
Holder may specifically enforce the provisions of this Agreement as if an
original party hereto.

          12.  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
<PAGE>

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

          14.  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.

          15.  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.

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

          17.  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.

          18.  Third Party Beneficiaries. Holders of Securities who are
Affiliates of the Company and the other Persons to be indemnified pursuant to
Section 6(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
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.




                                       15

<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:


                                        ADVANCED CAST PRODUCTS, INC.


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


                                        DALTON CORPORATION


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


                                        DALTON CORPORATION, WARSAW
                                        MANUFACTURING FACILITY


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


                                        DALTON CORPORATION, STRYKER
                                        MACHINING FACILITY CO.


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




                                       16



<PAGE>

                                        DALTON CORPORATION, ASHLAND
                                        MANUFACTURING FACILITY


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


                                        DALTON CORPORATION, KENDALVILLE
                                        MANUFACTURING FACILITY


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


                                        DEETER FOUNDRY, INC.


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


                                        GREGG INDUSTRIES, INC.


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


                                        MERCER FORGE CORPORATION


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


                                        A&M SPECIALTIES, INC.


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




                                       17



<PAGE>


                                        NEENAH TRANSPORT, INC.


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


                                        CAST ALLOYS, INC.



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


                                        BELCHER CORPORATION


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


                                        PEERLESS CORPORATION


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




                                       18



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



                                       19

<PAGE>


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


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



                                       20

<PAGE>


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


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



                                       21