Exhibit 10.1(d)
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT AND FORBEARANCE AGREEMENT
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND
FORBEARANCE AGREEMENT ("Agreement") dated and effective as of November 10, 2009
among NEENAH FOUNDRY COMPANY, a Wisconsin corporation ("Neenah"), the
Subsidiaries of Neenah set forth on the signature pages hereto that are
designated as "Borrowers" (each of Neenah and such Subsidiaries of Neenah may be
individually referred to herein as a "Borrower" and may be collectively referred
to herein as "Borrowers"), the entities set forth on the signature pages hereto
that are designated as "Lenders," and Bank of America, N.A., as administrative
agent for the Lenders ("Agent").
RECITALS:
WHEREAS, Agent and Borrowers have entered into certain financing
arrangements pursuant to the Amended and Restated Loan and Security Agreement,
dated as of December 29, 2006 among Agent, Borrowers and the Lenders from time
to time party thereto (as amended hereby, and as the same may have heretofore
been or may hereafter be further amended, modified, supplemented, extended,
renewed, restated or replaced, the "Loan Agreement");
WHEREAS, as of the date hereof, Borrowers expect that defaults will occur
under the Loan Agreement as more particularly described below;
WHEREAS, the circumstances described herein would constitute an Event of
Default under the Loan Agreement and the Loan Documents;
WHEREAS, Borrowers have requested that Agent and Lenders forbear from
exercising their rights as a result of such Event of Default, which may be
continuing, and that Lenders provide further Revolving Credit Loans and other
financial accommodations to Borrowers notwithstanding such Event of Default; and
WHEREAS, Agent and Lenders are willing to agree to forbear from exercising
certain of their rights and remedies and provide certain further Revolving
Credit Loans and other financial accommodations to Borrowers solely for the
period and on the terms and conditions specified herein.
NOW, THEREFORE, in consideration of the foregoing, and the respective
agreements, warranties and covenants contained herein, the parties hereto agree
as follows:
SECTION 1. DEFINITIONS
1.1. Interpretation. All capitalized terms used herein (including in the
preamble and recitals hereto) shall have the respective meanings ascribed
thereto in the Loan Agreement unless otherwise defined herein.
1.2. Additional Definitions. As used herein, the following terms shall have
the respective meanings given to them below, and the Loan Agreement is hereby
amended to include, in addition and not in limitation, each of the following
definitions:
(a) "Specified Defaults" shall mean the Events of Default more
particularly identified on Exhibit A hereto.
(b) "Forbearance Period" means the period commencing on the date
hereof and ending on the date which is the earliest of (i) December 23, 2009;
(ii) the occurrence or existence of any Event of Default, other than the
Specified Defaults; or (iii) the occurrence of any Termination Event.
(c) "Termination Event" means the initiation of any action by any
Borrower, any Guarantor or any Releasing Party (as defined herein) to invalidate
or limit the enforceability of any of the acknowledgments set forth