INTERCREDITOR AGREEMENT

Exhibit 10.2

Execution Copy

INTERCREDITOR AGREEMENT

     INTERCREDITOR AGREEMENT dated as of December 29, 2006, among BANK OF AMERICA, N.A. (“B of A”), as agent under the Bank Documents, THE BANK OF NEW YORK TRUST COMPANY, N.A. (“BONY”), as trustee (in such capacity, the “Trustee”) and collateral agent under the Noteholder Documents, NEENAH FOUNDRY COMPANY, a Wisconsin corporation (the “Company”), and each other Grantor listed on Schedule I hereto.

     A. The Company is party to the Amended and Restated Loan and Security Agreement dated as of December 29, 2006 (as amended, restated, supplemented, waived, modified or Refinanced from time to time, the “Senior Credit Agreement”), among the Company and certain Subsidiaries of the Company, as borrowers, the lenders party thereto from time to time, B of A , as agent for the lenders, Credit Suisse Securities (USA), LLC, as syndication agent, and Banc of America Securities, LLC and Credit Suisse Securities (USA), LLC, as co-lead arrangers and book managers. The Senior Credit Agreement has been designated by the Company to be included in the definition of “Credit Agreement” under the Senior Secured Notes Indenture.

     B. The Company is party to the Indenture dated as of December 29, 2006 (as amended, restated, supplemented, modified or Refinanced from time to time, the “Senior Secured Notes Indenture”), among the Company, as Issuer (in such capacity, the “Issuer”), the Guarantors (as defined therein) thereunder and the Trustee.

     Accordingly, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

     SECTION 1. Definitions.

     1.1. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

     “Account” shall have the meaning set forth in the UCC.

     “Agents” shall mean the Bank Agent and the Noteholder Agent.

     “Agreement” shall mean this Agreement, as amended, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

     “B of A” shall have the meaning set forth in the preamble.

     “Bank Agent” shall mean (i) B of A, in its capacity as agent for the lenders under the Senior Credit Agreement and the other Bank Documents entered into pursuant thereto, (ii) the administrative agent and collateral agent under such Bank Documents as may be entered into pursuant to any Refinancing of the foregoing permitted hereunder and (iii) with respect to both (i) and (ii), its successors and permitted assigns.

     “Bank Cash Management Obligations” shall mean any Cash Management Obligations that are (i) owed to a Person that is a lender or agent under the Senior Credit Agreement or an affiliate of such a lender or agent at the time of entry into such Cash Management Obligations and (ii) secured by any Common Collateral pursuant to the Bank Collateral Documents.

     “Bank Collateral” shall mean all of the assets of each Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Bank Obligation.

     “Bank Collateral Documents” shall mean any agreement, document or instrument pursuant to which a Lien is now or hereafter granted securing any Bank Obligations or under which rights or remedies with respect to such Liens are at any time governed.

     “Bank Documents” shall mean the Senior Credit Agreement and the other Loan Documents (as defined in the Senior Credit Agreement) and each of the other agreements, documents and instruments (including each agreement, document or instrument providing for or evidencing a Bank Hedging Obligation or Bank Cash Management Obligation) providing for or evidencing any Bank Obligation, and any other document or instrument executed or delivered at any time in connection with any Bank Obligations under the Senior Credit Agreement and the Loan Documents (as defined in the Senior Credit Agreement), including any intercreditor or joinder agreement among holders of Bank Obligations, in each case to the extent such are effective at the relevant time and as each may be amended, restated, supplemented, modified, renewed, extended or Refinanced from time to time in accordance with the provisions of this Agreement.

     “Bank Hedging Obligations” shall mean any Hedging Obligations that are (i) owed to a Person that is a lender or agent under the Senior Credit Agreement or an affiliate of such a lender or agent at the time of entry into such Hedging Obligations and (ii) secured by any Common Collateral pursuant to the Bank Collateral Documents.

     “Bank Obligations” shall mean all Obligations outstanding under the Senior Credit Agreement and the other Bank Documents (including, without limitation, all Obligations of the Company and its Subsidiaries in respect of Bank Hedging Obligations or Bank Cash Management Obligations. To the extent any payment with respect to the Bank Obligations (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred and no Discharge of Bank Obligations shall be deemed to have occurred with respect to such amount. “Bank Obligations” shall also include all interest, fees, costs and other charges accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Bank Document, whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

     “Bank Outstandings Amount” shall mean, at any time, an amount equal to the sum (without duplication) of (x) the aggregate principal amount of all loans outstanding at such

time under the Senior Credit Agreement and the other Bank Documents then in effect and (y) the aggregate face amount of all unreimbursed letters of credit issued at such time under the Senior Credit Agreement and the other Bank Documents then in effect.

     “Bank Priority Collateral” shall mean the following assets of each Grantor:

     (i) all Accounts (but excluding any Accounts consisting of a right to receive payment from a sale, assignment, transfer, lease, license or other disposition of property constituting Noteholder Priority Collateral);

     (ii) all Inventory;

     (iii) all Patterns and Core Boxes Collateral;

     (iv) to the extent governing or involving any of the items referred to in preceding clauses (i) through (iii), all Chattel Paper, Documents, General Intangibles, Instruments and Letter-of-Credit Rights, provided that to the extent any of the foregoing also relates to Noteholder Priority Collateral, only that portion related to the items referred to in preceding clauses (i) through (iii) shall be included in the Bank Priority Collateral;

     (v) to the extent relating to any of the items referred to in preceding clauses (i) through (iv), all Supporting Obligations, provided that to the extent any of the foregoing also relates to Noteholder Priority Collateral, only that portion related to the items referred to in preceding clauses (i) through (iv) shall be included in the Bank Priority Collateral;

     (vi) all Deposit Accounts and all deposits of cash, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto (but excluding (x) all deposits of cash, checks, other negotiable instruments, funds, and other evidences of payments constituting identifiable Proceeds of Noteholder Priority Collateral and (y) any Noteholder Priority Collateral Proceeds Account and all cash, checks, other negotiable instruments, funds, other evidences of payments, securities, financial assets or other property held therein or credited thereto);

     (vii) all loans payable by a Grantor to any other Grantor to the extent made using the direct proceeds of advances under the Senior Credit Agreement;

     (viii) all policies of business interruption insurance;

     (ix) all books and Records (including, without limitation, databases, customer lists and engineer drawings), in each case whether tangible or electronic and to the extent embodying, incorporating or otherwise relating to any of the foregoing; and

     (x) all Bank Priority Proceeds.

     “Bank Priority Proceeds” shall mean any and all Proceeds of the Bank Priority Collateral described in clauses (i) through (ix) of the definition thereof, but excluding in all instances outside of an Insolvency or Liquidation Proceeding any property that is acquired with

Cash Proceeds of such Bank Priority Collateral and does not otherwise constitute Bank Priority Collateral.

     “Bank Secured Parties” shall mean the Persons holding Bank Obligations, including the Bank Agent.

     “Bankruptcy Law” shall mean Title 11 of the United States Code and any similar Federal, state or foreign law for the relief of debtors.

     “BONY” shall have the meaning set forth in the preamble.

     “Cash Management Obligations” shall mean, with respect to any Person, all obligations, whether now owing or hereafter arising, of such Person in respect of overdrafts and related liabilities or arising from cash management services (including treasury, depositary, overdraft, credit or debit card, electronic funds transfer, netting, automatic clearing house transfers of funds or any similar transactions).

     “Cash Proceeds” shall have the meaning set forth in the UCC.

     “Chattel Paper” shall have the meaning set forth in the UCC.

     “Class” refers, when used with respect to any Secured Obligations or Secured Parties, to whether the same are Bank Obligations or Bank Secured Parties, on the one hand, or Noteholder Obligations or Noteholder Secured Parties, on the other hand.

     “Class Discharge” shall mean a Discharge of Bank Obligations or a Discharge of Noteholder Obligations.

     “Common Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, constituting both Bank Collateral and Noteholder Collateral.

     “Company” shall have the meaning set forth in the preamble.

     “Comparable Second-Lien Collateral Document” shall mean, in relation to any Common Collateral subject to any Lien created under any First-Lien Collateral Document, those Second-Lien Collateral Documents that create a Lien on the same Common Collateral, granted by the same Grantor.

     “Deposit Account” shall have the meaning set forth in the UCC.

     “Deposit Account Collateral” shall mean that part of the Common Collateral comprised of or contained in Deposit Accounts or Securities Accounts.

     “DIP Financing” shall have the meaning set forth in Section 6.1.

     “Discharge of Bank Obligations” shall mean (i) payment in full in cash of the principal of, and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such

Insolvency or Liquidation Proceeding) and premium (if any) on, all Indebtedness outstanding under the Bank Documents, (ii) payment in full in cash of all other Bank Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, (iii) termination or cash collateralization of in an amount and on terms satisfactory to the Bank Agent, or other provision for in a manner satisfactory to the Bank Agent and the issuing bank under the Senior Credit Agreement, all letters of credit issued under the Bank Documents, (iv) termination or expiration of all commitments to lend and all obligations to lend and all obligations to issue letters of credit under the Bank Documents, (v) termination and payment in full in cash of all termination fees and other amounts due in respect of Bank Hedging Obligations, or cash collateralization or the provision of other security in respect thereof in an amount and on terms satisfactory to the Bank Agent and (vi) any costs, expenses and contingent indemnification obligations not yet due and payable but with respect to which a claim has been threatened or asserted in writing under any Bank Documents, are backed by letters of credit or cash collateral in an amount and on terms satisfactory to Bank Agent.

     “Discharge of First-Lien Obligations” shall mean (i) in respect of Bank Priority Collateral, the Discharge of Bank Obligations and (ii) in respect of Noteholder Priority Collateral, the Discharge of Noteholder Obligations.

     “Discharge of Noteholder Obligations” shall mean (i) payment in full in cash of the principal of, and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding) and premium (if any) on, all Indebtedness outstanding under the Noteholder Documents and (ii) payment in full in cash of all other Noteholder Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid.

     “Discharge of Second-Lien Obligations” shall mean (i) in respect of Bank Priority Collateral, the Discharge of Noteholder Obligations and (ii) in respect of Noteholder Priority Collateral, the Discharge of Bank Obligations.

     “Documents” shall have the meaning set forth in the UCC.

     “Finance Documents” shall mean the Bank Documents and the Noteholder Documents.

     “First-Lien Agent” shall mean (i) with respect to Bank Priority Collateral, the Bank Agent and (ii) with respect to Noteholder Priority Collateral, the Noteholder Agent.

     “First-Lien Collateral” shall mean, for purposes of determining the respective rights and obligations of either Class of Secured Parties as First-Lien Secured Parties or Second-Lien Secured Parties under any provision of this Agreement, such portion of the Common Collateral with respect to which the Secured Parties of such Class are First-Lien Secured Parties or Second-Lien Secured Parties, as the context may require.

     “First-Lien Collateral Documents” shall mean (i) with respect to Bank Priority Collateral, the Bank Collateral Documents and (ii) with respect to Noteholder Priority Collateral, the Noteholder Collateral Documents.

     “First-Lien Documents” shall mean (i) with respect to Bank Priority Collateral, the Bank Documents and (ii) with respect to Noteholder Priority Collateral, the Noteholder Documents.

     “First-Lien Obligations” shall mean (i) in respect of Bank Priority Collateral, the Bank Obligations and (ii) in respect of Noteholder Priority Collateral, the Noteholder Obligations.

     “First-Lien Secured Parties” shall mean (i) with respect to Bank Priority Collateral, the Bank Secured Parties and (ii) with respect to Noteholder Priority Collateral, the Noteholder Secured Parties.

     “General Intangibles” shall have the meaning set forth in the UCC.

     “Grantors” shall mean the Company and each Subsidiary of the Company that has executed and delivered a Bank Collateral Document or a Noteholder Collateral Document.

     “Hedging Obligations” shall mean, with respect to any Person, all obligations and liabilities, whether now owing or hereafter arising, of such Person in respect of (i) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates and/or commodity prices.

     “Indebtedness” shall mean and include all obligations that constitute “Debt” or “Indebtedness” within the meaning of the Senior Secured Notes Indenture and the Senior Credit Agreement as in effect on the date hereof.

     “Insolvency or Liquidation Proceeding” shall mean (i) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Grantor, (ii) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to any of its assets, (iii) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iv) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

     “Instrument” shall have the meaning set forth in the UCC.

     “Inventory” shall have the meaning set forth in the UCC.

     “Issuer” shall have the meaning set forth in the recitals.

     “Letter-of-Credit Rights” shall have the meaning set forth in the UCC.

     “Lien” shall mean, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset.

     “Maximum Bank Documents Amount” shall mean an amount equal to (x)

$121,000,000 or, if less, (y) the product of (i) 1.1 and (ii) the aggregate amount of all commitments to make loans and other advances under the Senior Credit Agreement (after giving effect to any permanent reductions of such commitments that are accompanied by a payment of principal outstanding under such commitments (other than those made in connection with a Refinancing)).

     “Noteholder Agent” shall mean (i) BONY, in its capacity as Trustee and collateral agent under the Senior Secured Notes Indenture and the other Noteholder Documents entered into pursuant thereto, (ii) the trustee and collateral agent under such Noteholder Documents as may be entered into pursuant to any Refinancing of the foregoing permitted hereunder and (iii) with respect to both (i) and (ii), its successors and permitted assigns.

     “Noteholder Collateral” shall mean all of the assets of each Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Noteholder Obligation.

     “Noteholder Collateral Documents” shall mean the Noteholder Security Agreement, the Noteholder Pledge Agreement and any other document or instrument pursuant to which a Lien is granted by any Grantor to secure any Noteholder Obligations or under which rights or remedies with respect to any such Lien are governed.

     “Noteholder Documents” means the Senior Secured Notes Indenture, the Notes, the Noteholder Collateral Documents and each of the other agreements, documents and instruments providing for or evidencing any Noteholder Obligation, and any other document or instrument executed or delivered at any time in connection with any Noteholder Obligations under the Senior Secured Notes Indenture and the other Noteholder Documents, including any intercreditor or joinder agreement among holders of Noteholder Obligations, in each case to the extent such are effective at the relevant time and as each may be amended, restated, supplemented, modified, renewed, extended or Refinanced from time to time in accordance with the provisions of this Agreement.

     “Noteholder Obligations” shall mean all Obligations outstanding under the Senior Secured Notes Indenture and the other Noteholder Documents (including, without limitation, all fees and expenses of the Trustee thereunder). To the extent any payment with respect to the Noteholder Obligations (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred and no Discharge of Noteholder Obligations shall be deemed to have occurred with respect to such amount. “Noteholder Obligations” shall also include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Noteholder Document, whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

     “Noteholder Pledge Agreement” shall mean the Pledge Agreement dated as of December 29, 2006, among the Company, certain other Grantors and the Noteholder Agent in

respect of the Senior Secured Notes Indenture.

     “Noteholder Security Agreement” shall mean the Security Agreement dated as of December 29, 2006, among the Company, certain other Grantors and the Noteholder Agent in respect of the Senior Secured Notes Indenture.

     “Noteholder Priority Collateral” shall mean all of the assets of each Grantor, whether real, personal or mixed, other than the Bank Priority Collateral.

     “Noteholder Priority Collateral Proceeds Account” shall mean one or more Deposit Accounts established pursuant to the Senior Secured Notes Indenture for the purposes of holding proceeds of Noteholder Priority Collateral, and into which there shall be deposited only proceeds of Noteholder Priority Collateral.

     “Noteholder Secured Parties” shall mean the Persons holding Noteholder Obligations, including the Noteholder Agent.

     “Notes” shall mean (i) the 9¹/2% senior secured notes due 2017 issued by the Issuer pursuant to the Senior Secured Notes Indenture and (ii) any additional notes issued under the Senior Secured Notes Indenture by the Issuer, to the extent permitted by the Senior Secured Notes Indenture, the Senior Credit Agreement, the other Bank Documents and the other Noteholder Documents, as applicable.

     “Obligations” means any and all obligations with respect to the payment of (i) any principal of, or interest or premium on, any Indebtedness, including any reimbursement obligation in respect of any letter of credit, or any other liability, including, without limitation, interest accruing after the filing of a petition initiating any proceeding under Bankruptcy Law, (ii) any fees, indemnification obligations, expense reimbursement obligations or other liabilities payable under the documentation governing any Indebtedness and (iii) any obligation to post cash collateral in respect of letters of credit or any other obligations.

     “Patterns and Core Boxes Collateral” shall mean any and all casting patterns or core boxes of any Grantor.

     “Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, entity or other party, including any government and any political subdivision, agency or instrumentality thereof.

     “Pledged Collateral” shall mean the Common Collateral in the possession of an Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon under the UCC.

     “Proceeds” shall have the meaning set forth in the UCC.

     “Promissory Note” shall have the meaning set forth in the UCC.

     “Records” shall have the meaning set forth in the UCC.

     “Recovery” shall have the meaning set forth in Section 6.4.

     “Refinance” shall mean, in respect of any indebtedness or other obligation, to refinance, extend, renew, defease, amend, amend and restate, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness or other obligation in exchange or replacement for, such indebtedness or other obligation in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

     “Required Lenders” shall mean those lenders the approval of which is required to approve an amendment or modification of, termination or waiver of any provision of, or consent to any departure from, the Senior Credit Agreement (or would be required to effect such consent under this Agreement if such consent were treated as an amendment thereof).

     “Second-Lien Agent” shall mean (i) with respect to Bank Priority Collateral, the Noteholder Agent and (ii) with respect to Noteholder Priority Collateral, the Bank Agent.

     “Second-Lien Collateral Documents” shall mean (i) with respect to Bank Priority Collateral, the Noteholder Collateral Documents and (ii) with respect to Noteholder Priority Collateral, the Bank Collateral Documents.

     “Second-Lien Documents” shall mean (i) with respect to Bank Priority Collateral, the Noteholder Documents and (ii) with respect to Noteholder Priority Collateral, the Bank Documents.

     “Second-Lien Obligations” shall mean (i) in respect of Noteholder Priority Collateral, the Bank Obligations and (ii) in respect of Bank Priority Collateral, the Noteholder Obligations.

     “Second-Lien Secured Parties” shall mean (i) with respect to Bank Priority Collateral, the Noteholder Secured Parties and (ii) with respect to Noteholder Priority Collateral, the Bank Secured Parties.

     “Secured Obligations” shall mean Bank Obligations and Noteholder Obligations.

     “Secured Parties” shall mean the Bank Secured Parties and the Noteholder Secured Parties.

     “Securities Account” shall have the meaning set forth in the UCC.

     “Senior Credit Agreement” shall have the meaning set forth in the recitals.

     “Senior Secured Notes Indenture” shall have the meaning set forth in the recitals.

     “Standstill Period” shall have the meaning set forth in Section 3.1(a).

     “Subsidiary” shall mean, with respect to any Person, any “Subsidiary” of such Person as defined in the Senior Secured Notes Indenture.

     “Supporting Obligations” shall have the meaning set forth in the UCC.

     “Trustee” shall have the meaning set forth in the preamble.

     “UCC” shall mean (i) with respect to the provisions hereof that relate to the definition of the Bank Priority Collateral, the Uniform Commercial Code as from time to time in effect in the State of Illinois and (ii) for all other purposes hereunder, the Uniform Commercial Code as from time to time in effect in the State of New York.

     1.2. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, modified or Refinanced in accordance with this Agreement, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

     SECTION 2. Lien Priorities.

     2.1. Subordination of Liens. Notwithstanding (i) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the respective Secured Parties on any Common Collateral, (ii) any provision of the UCC, Bankruptcy Law, any applicable law or any Finance Document, (iii) whether any Secured Party, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, the Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, hereby agrees that: (a) any Lien on First-Lien Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Agent or any First-Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on such Common Collateral securing any Second-Lien Obligations and (b) any Lien on the Common Collateral securing any Second-Lien Obligations now or hereafter held by or on behalf of the Second-Lien Agent or any Second-Lien Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any First-Lien Obligations. All Liens on the Common Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing

any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

     2.2. Prohibition on Contesting Liens. The Bank Agent, for itself and on behalf of each applicable Bank Secured Party, and the Noteholder Agent, for itself and on behalf of each applicable Noteolder Secured Party, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien securing any Secured Obligations held (or purported to be held) by or on behalf of any of the Secured Parties or any agent or trustee therefor in any Common Collateral.

     2.3. No New Liens. It is agreed and understood that the intent of the parties is for each Class of Secured Obligations to be secured by a perfected lien on all Bank Priority Collateral and all Noteholder Priority Collateral. In furtherance of the foregoing, if any Secured Party of either Class shall acquire or hold any Lien on any asset of the Company or any other Grantor that is not also subject to a Lien securing the Secured Obligations of the other Class, then such Secured Party shall (i) without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Secured Parties of the other Class as security for the Secured Obligations of the other Class (subject to the Lien priorities and other terms hereof) and (ii) in the case of any such Lien acquired after the date hereof, (x) endeavor to give the other Agent prompt written notice of such additional Lien, provided that the failure to give such notice shall not affect the validity of such additional Lien or the rights hereunder of the Agent receiving such additional Lien (subject to the Lien priorities and other terms hereof) and (y) enter into, execute and/or deliver any agreements, filings, instruments or other documents reasonably requested by the other Agent in order to evidence the Lien priorities set forth herein.

     2.4. Perfection of Liens. Neither the First-Lien Agent nor the First-Lien Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Common Collateral for the benefit of the Second-Lien Agent and the Second-Lien Secured Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First-Lien Secured Parties and the Second-Lien Secured Parties and shall not impose on any Secured Party or any agent or trustee therefor any obligations in respect of the disposition of proceeds of any Common Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

     SECTION 3. Enforcement.

     3.1. Exercise of Remedies.

          (a) So long as the Discharge of First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, neither the Second-Lien Agent nor any Second-Lien Secured Party shall:

     (i) exercise or seek to exercise any rights or remedies (including set-off) with respect to any First-Lien Collateral in respect of any applicable Second-Lien Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure);

     (ii) contest, protest or object to any foreclosure proceeding or action brought with respect to the First-Lien Collateral by the First-Lien Agent or any First-Lien Secured Party in respect of the First-Lien Obligations, the exercise of any right by the First-Lien Agent or any First-Lien Secured Party (or any agent or sub-agent on their behalf) in respect of the First-Lien Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second-Lien Agent or any Second-Lien Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party of any rights and remedies as a secured party relating to the First-Lien Collateral under the First-Lien Documents or otherwise in respect of First-Lien Obligations; or

     (iii) object to the forbearance by the First-Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the First-Lien Collateral in respect of First-Lien Obligations;

provided, however that if an Event of Default (as defined in the Second-Lien Documents (as in effect on the date hereof)) has occurred and for so long as such Event of Default is continuing, subject at all times to the provisions of Sections 2.1 and 4, after the expiration of a 120-day period (the “Standstill Period”) which shall commence on the date of receipt by the First-Lien Agent of the written declaration of the Second-Lien Agent of such Event of Default and written demand by the Second-Lien Agent to the Company for the accelerated payment of all Second-Lien Obligations (unless any Grantor is subject to an Insolvency or Liquidation Proceeding by reason of which such declaration and the making of such demand is stayed, in which case, commencing on the date of the commencement of such Insolvency or Liquidation Proceeding), the Second-Lien Agent may take action to enforce its second-priority Liens on the First-Lien Collateral upon 10 days’ prior written notice to the First-Lien Agent (which notice may be given prior to the completion of such 120-day period, but not prior to the 90th day of such period), but only so long as the First-Lien Agent is not, or has not within such 10-day period commenced, diligently pursuing in good faith the exercise of its enforcement rights or remedies against, or diligently attempting to vacate any stay on enforcement of its Liens on, all or any material portion of the First-Lien Collateral (including, without limitation, commencement of any reasonable action to foreclose its Liens on such First-Lien Collateral, any reasonable action to take possession of such First-Lien Collateral or commencement of any reasonable legal proceedings or actions against or with respect to such First-Lien Collateral).

          (b) Except as expressly provided in the proviso in Section 3.1(a), so long as the Discharge of First-Lien Obligations has not occurred and whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the First-Lien Agent and the First-Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the First-Lien Collateral without any consultation with or the consent of any Second-Lien Agent or

any Second-Lien Secured Party; provided, however, that the Second-Lien Agent may take any action (not adverse to the prior Liens on the First-Lien Collateral securing the First-Lien Obligations, or the rights of the First-Lien Agent or the First-Lien Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the First-Lien Collateral. In exercising rights and remedies with respect to the First-Lien Collateral, the First-Lien Agent and the First-Lien Secured Parties may enforce the provisions of the First-Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of First-Lien Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under the Bankruptcy Law of any applicable jurisdiction.

          (c) Excep