FIRST SUPPLEMENT TO INTERCREDITOR AGREEMENT

Exhibit 10.1

FIRST SUPPLEMENT TO INTERCREDITOR AGREEMENT

     This First Supplement to Intercreditor Agreement is made as of September 30, 2008, by and between BANK OF AMERICA, N.A. (“ B of A ”) as agent under the Bank Documents (in that capacity, the “ Bank Agent ”) , THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly The Bank of New York Trust Company, N.A.) (“ BONY ”), as trustee and collateral agent under the Noteholder Documents (in that capacity, the “ Noteholder Agent ”), and MORGAN’S WELDING, INC., (the “ Additional Grantor ”) a Pennsylvania corporation and wholly owned subsidiary of NEENAH FOUNDRY COMPANY, a Wisconsin corporation (the “ Company ”).

RECITALS

     A. Company is party to the Intercreditor Agreement dated as of December 29, 2006 (the “ Agreement ”), among B of A, BONY, the Company and certain Grantors (as defined therein).

     B. The Company and the Additional Grantor desire to supplement the Agreement pur