CONSENT AND JOINDER TO LOAN AND
SECURITY AGREEMENT
This Consent and
Joinder to Loan and Security Agreement (this “ Consent
”) dated as of August 5, 2008, is by and among Borrowers
(as defined below), the undersigned Lenders, WACHOVIA CAPITAL
FINANCE CORPORATION (CENTRAL) , as Syndication Agent, BANC
OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES
(USA) LLC , as Co-Lead Arrangers and Book Managers and
BANK OF AMERICA, N.A. , as Agent for itself and the other
Lenders who are from time to time party to that certain Amended and
Restated Loan and Security Agreement (as amended from time to time,
and as amended hereby, the “ Amended and Restated Loan
Agreement ”) dated as of December 29, 2006, 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 ”), BANK OF AMERICA,
N.A. , as Agent for itself and the other Lenders, WACHOVIA
CAPITAL FINANCE CORPORATION (CENTRAL) , as Syndication Agent
for Lenders, BANC OF AMERICA SECURITIES LLC and CREDIT
SUISSE SECURITIES (USA) LLC , as Co-Lead Arrangers and
Book Managers and the other Lenders party thereto. All capitalized
terms used in this Consent and not otherwise defined in this
Consent shall have the same meanings herein as in the Amended and
Restated Loan Agreement.
WHEREAS, Neenah
(a) prior to the date hereof, formed Neenah Welding, Inc., a
Pennsylvania corporation and wholly owned direct subsidiary of
Neenah and (b) on the date hereof, changed the name of Neenah
Welding, Inc. to Morgan’s Welding , Inc. (“
Morgan’s Welding ”);
WHEREAS, on the
date hereof, Morgan’s Welding will purchase substantially all
of the assets of REMWC, Inc. (formerly known as Morgan’s
Welding, Inc.), a Pennsylvania corporation (the “
Seller ”), for a total price of $3,850,000 (subject to
adjustment pursuant to the Asset Purchase Agreement referenced
herein) pursuant to and in accordance with the terms and conditions
of that certain Asset Purchase Agreement of even date herewith
among Neenah Welding (now known as Morgan’s Welding), the
Seller, and Robert E. Morgan, a final copy of which is attached
hereto as Exhibit A (the “ Acquisition ”);
and
WHEREAS, Borrowers
have requested that Agent and Lenders (i) consent to the
Acquisition and (ii) join Neenah Welding to the Amended and
Restated Loan Agreement as a Borrower thereunder. Subject to each
of the terms and conditions set forth herein, Agent and Lenders
have agreed to the requests described above.
Now, therefore,
the parties hereto hereby agree as follows:
1.
Consent . Subject to the prior satisfaction of the
conditions set forth in Section 4 of this Consent,
Agent and Lenders hereby consent to the Acquisition. Except as
otherwise provided herein, this consent shall not constitute
(a) a modification or alteration of the terms, conditions or
covenants of the Amended and Restated Loan Agreement or any
document entered into in connection therewith, or (b) a
waiver, release or limitation upon the exercise by Agent or Lenders
of any of their rights, legal or equitable, hereunder, except as
to
the matters to
which Agent and Lenders herein expressly consent. Except as set
forth herein, Agent and Lenders reserve any and all rights and
remedies which they have had, have or may have under the Amended
and Restated Loan Agreement and the other Loan
Documents.
(a) By its
execution and delivery of this Consent, Morgan’s Welding
agrees, from and after the date hereof, to be a Borrower under the
Amended and Restated Loan Agreement and the other Loan Documents,
to assume all of the obligations of a Borrower thereunder
(including without limitation, the joint and several obligation to
repay all Loans and other amounts outstanding under the Amended and
Restated Loan Agreement), and to make and be bound by all of the
representations and warranties, covenants, terms and conditions of
a Borrower thereunder as if it were a direct signatory to the
Amended and Restated Loan Agreement, all of which representations
and warranties, covenants, terms and conditions are acknowledged
and are incorporated herein by this reference. The existing
Borrowers hereby affirm the validity of their obligations under the
Amended and Restated Loan Agreement and acknowledge and agree that
Morgan’s Welding shall hereafter be a Borrower and shall be
bound by the Amended and Restated Loan Agreement and the other Loan
Documents, as if it were a direct signatory thereto. As of the date
hereof, Morgan’s Welding will be deemed to have made each of
the representations and warranties to the Agent, Syndication Agent,
Co-Lead Arrangers and Book Managers, and each Lender that are set
forth in the Amended and Restated Loan Agreement. For purposes of
determining the compliance of Morgan’s Welding with such
representations and warranties pursuant to this paragraph,
references in the Amended and Restated Loan Agreement to Schedules
which are supplemented by this Consent shall be deemed to be
references to the correspondingly numbered Schedules pertaining to
Morgan’s Welding attached hereto.
(b) Morgan’s
Welding hereby acknowledges and agrees that it is jointly and
severally liable for all of Obligations, together with all costs
and expenses paid or incurred by Agent or any Lender in endeavoring
to collect all or any part of
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