dated as of September 30,
2008
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
(formerly The Bank of New York Trust Company, N.A.),
as Trustee
9 1 / 2
% Senior Secured Notes due
2017
THIS SUPPLEMENTAL
INDENTURE (this “ Supplemental Indenture ”),
entered into as of September 30, 2008, among NEENAH FOUNDRY
COMPANY, a Wisconsin corporation (the “ Company
”), MORGAN’S WELDING, INC., a Pennsylvania corporation,
which is a new Wholly Owned Domestic Restricted Subsidiary
(the“ Undersigned ”), and The Bank of New York
Mellon Trust Company, N.A. (formerly The Bank of New York Trust
Company, N.A.), as trustee (the “ Trustee
”).
WHEREAS, the
Company, the Guarantors party thereto and the Trustee entered into
the Indenture, dated as of December 29, 2006 (the “
Indenture ”), relating to the Company’s Notes
(as defined in the Indenture);
WHEREAS, as a
condition to the Trustee entering into the Indenture and the
purchase of the Notes by the Holders, the Company agreed that if
the Company or any of its Restricted Subsidiaries acquires or
creates a Wholly Owned Domestic Restricted Subsidiary after the
date of the Indenture or acquires or creates any other Restricted
Subsidiary and such Restricted Subsidiary guarantees any other Debt
of the Company, the new Restricted Subsidiary must provide a Note
Guaranty and become a party to the Security Documents (and pledge
its assets to the extent they would constitute
Collateral);
WHEREAS, all other
conditions and requirements necessary to make this Supplemental
Indenture a valid and binding instrument in accordance with its
terms
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