AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 5 TO
LOAN AND SECURITY AGREEMENT

          This Amendment No. 5 to Loan and Security Agreement (this “Amendment”) dated as of August 31, 2006, is by and among Borrowers (as defined below), the Lenders and Bank of America, N.A., successor to Fleet Capital Corporation, as Agent for the Lenders who are from time to time party to that certain Loan and Security Agreement (as amended from time to time, and as amended hereby, the “Loan Agreement”) dated as of October 8, 2003, by and among Neenah Foundry Company, a Wisconsin corporation (“Neenah”), as a Borrower, the Subsidiaries of Neenah that are party thereto as Borrowers (Neenah and such Subsidiaries are collectively, “Borrowers” and each, a “Borrower”), Fleet Capital Corporation, as Agent and as a Lender, Wachovia Capital Finance Corporation (Central), f/k/a Congress Financial Corporation (Central), as Syndication Agent and as a Lender, General Electric Capital Corporation, as Documentation Agent and as a Lender, and the other Lenders party thereto. All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the same meanings herein as in the Loan Agreement.

          Borrowers have requested that Agent and Lenders agree to amend the Loan Agreement in certain respects. Subject to each of the terms and conditions set forth herein, Agent and Lenders have agreed to the request described above.

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

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

          (a) Subsection 8.2.8 of the Loan Agreement is hereby amended and restated in its entirety, as follows:

“8.2.8 Capital Expenditures. Make Capital Expenditures (including, without limitation, by way of capitalized leases, but excluding (i) MACT Capital Expenditures, (ii) Capital Expenditures made using the proceeds of equity securities issued in compliance with the terms hereof and (iii) the principal portion of Capitalized Lease Obligations incurred in compliance with the terms hereof) which, in the aggregate, as to all Borrowers and all of Borrowers’ Subsidiaries, exceed $32,000,000 during the fiscal year of Borrowers ending on September 30, 2006 or $20,000,000 during any fiscal year of Borrowers thereafter, except that 75% of the unused portion of the Capital Expenditure allowance for any fiscal year may be carried over to the immediately succeeding fiscal year only, to be used in such succeeding fiscal year after all of the Capital Expenditure allowance for that year has been used.”

          (b) The Fixed Charge Coverage Ratio covenant set forth in Exhibit 8.3 to the Loan Agreement is hereby amended and restated in its entirety, as follows:

“ Fixed Charge Coverage Ratio. Borrowers shall not permit the Fixed Charge Coverage Ratio for any period set forth below to be less than the ratio set forth below opposite such period (in each case measured as of the last day of such period):

Period		Ratio
Twelve (12) month period ending on September 30, 2006		1.0 to 1.0
Twelve (12) month period ending on December 31, 2006 and each March 31, June 30, September 30 and December 31 thereafter		1.15 to 1.0”

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

          (a) Agent shall have received an execution version of this Amendment signed by Borrowers, Agent and all Lenders; and

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

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

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

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

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

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

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

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

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

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

		BORROWERS:
		NEENAH FOUNDRY COMPANY
		By		/s/ Gary LaChey
				Gary LaChey
		Its		Corporate Vice President and Chief Financial Officer
		DEETER FOUNDRY, INC.
		By		/s/ Gary LaChey
				Gary LaChey
		Its		Corporate Vice President and Chief Financial Officer
		MERCER FORGE CORPORATION
		By		/s/ Gary LaChey
				Gary LaChey
		Its		Corporate Vice President and Chief Financial Officer
		DALTON CORPORATION
		By		/s/ Gary LaChey
				Gary LaChey
		Its		Corporate Vice President and Chief Financial Officer
		DALTON CORPORATION, STRYKER MACHINING FACILITY CO.
		By		/s/ Gary LaChey
				Gary LaChey
		Its		Corporate Vice President and Chief Financial Officer

		DALTON CORPORATION, WARSAW MANUFACTURING FACILITY
		By		/s/ Gary LaChey
				Gary LaChey
		Its		Corporate Vice President and Chief Financial Officer
		ADVANCED CAST PRODUCTS, INC.
		By		/s/ Gary LaChey
				Gary LaChey
		Its		Corporate Vice President and Chief Financial Officer
		GREGG INDUSTRIES, INC.
		By		/s/ Gary LaChey
				Gary LaChey
		Its		Corporate Vice President and Chief Financial Officer
		A & M SPECIALTIES, INC.
		By		/s/ Gary LaChey
				Gary LaChey
		Its		Corporate Vice President and Chief Financial Officer
		NEENAH TRANSPORT, INC.
		By		/s/ Gary LaChey
				Gary LaChey
		Its		Corporate Vice President and Chief Financial Officer

		DALTON CORPORATION, KENDALLVILLE MANUFACTURING FACILITY
		By		/s/ Gary LaChey   Gary LaChey
		Its		Corporate Vice President and Chief Financial Officer
		BANK OF AMERICA, N.A., successor to FLEET CAPITAL CORPORATION, as Agent and as a Lender
		By		/s/ Robert Lund
		Its		Senior Vice President
		WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), f/k/a CONGRESS FINANCIAL CORPORATION (CENTRAL), as Syndication Agent and as a Lender
		By		/s/ Laura Wheeland
		Its		Vice President
		GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent and as a Lender
		By:		/s/ Bond Harberts
		Its:		Duly Authorized Signatory
		THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender
		By		/s/ Eustachio Bruno
		Its		Assistant Vice President