UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~December 1023, 2009

NEENAH ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation) 000-52681 (Commission File Number) 25-1618281 (IRS Employer Identification No.)


DELAWARE	000-52681	25-1618281
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		No.)

2121 BROOKS AVENUE
P.O. BOX 729
NEENAH, WISCONSIN 54957
(Address of Principal executive offices, including Zip Code)

(920) 725-7000
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

NEENAH FOUNDRY COMPANY

(Exact name of registrant as specified in its charter)


WISCONSIN (State or other jurisdiction of incorporation)		333-28751 (Commission File Number)		39-1580331 (IRS Employer Identification No.)

2121 BROOKS AVENUE
P.O. BOX 729
NEENAH, WISCONSIN 54957
(Address of Principal executive offices, including Zip Code)

(920) 725-7000
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On As previously disclosed, on November 10, 2009, Neenah Foundry Company (the “Company”) and certain subsidiaries of the Company (together with the Company, the “Borrowers”) entered into an Amendment No. 2 to Amended and Restated Loan and Security Agreement and Forbearance Agreement (the “Forbearance Agreement”) with Bank of America, N.A., as administrative agent and as a lender, and the other lenders party thereto (collectively, the “Lenders”), with respect to that certain Amended and Restated Loan and Security Agreement, dated as of December 29, 2006, among the Borrowers and the Lenders from time to time party thereto. ~~(as~~Pursuant ~~amended,~~to the ~~“Credit~~Forbearance Agreement”), the Lenders agreed to, among other things, forbear from exercising certain of the Lenders’ rights and remedies in respect of or arising out of certain specified defaults.

~~Pursuant~~ Effective to the Forbearance Agreement, the Lenders agreed to, among other things, forbear from exercising certain of the Lenders’ rights and remedies in respect of or arising out of certain specified defaults that had occurred as of November 10, 2009 and that are expected to occur during the effective period of the Forbearance Agreement, including the Company’s anticipated failure to satisfy its minimum fixed charge coverage ratio under the Credit Agreement for the 2009 fiscal year. The Forbearance Agreement is effective until the earlier of (i) December 23, 2009, ~~(ii)~~ the ~~occurrence~~ orBorrowers ~~existence~~entered ofinto ~~any~~a ~~event of default other than the events of default specified in the~~ Forbearance ~~Agreement,~~Extension or (~~iii)~~ the ~~occurrence of a~~ “~~termination event” under the~~ Forbearance ~~Agreement.~~ ~~A “termination event~~Extension”) ~~includes~~with the ~~initiation~~Lenders, ofpursuant ~~any action by any Borrower~~ to ~~invalidate~~ orwhich ~~limit~~ the ~~enforceability~~Lenders ofagreed ~~(i) the~~to, ~~acknowledgements~~among ~~set forth in the Forbearance~~other ~~Agreement~~things, ~~relating~~waive tocertain ~~obligations~~additional ofspecified ~~the~~defaults ~~borrowers, security interests~~ and extend the ~~binding~~expiration ~~effect~~date of ~~agreements~~ ~~relating to~~ the Forbearance ~~Credit~~ Agreement, ~~(ii) the~~to ~~release set forth in the Forbearance Agreement or (iii)~~January ~~the~~15, ~~covenant not to sue set forth in the Forbearance Agreement~~2010.

~~Among~~ In ~~other~~addition, ~~modifications~~pursuant to the ~~Credit~~terms ~~Agreement,~~of ~~pursuant to~~ the Forbearance ~~Agreement~~Extension, ~~(i) a~~the ~~block~~Borrowers ofagreed ~~$1 million was established that acts~~ to ~~reduce availability under the borrowing base as~~(i) ~~set~~continue ~~forth~~to inuse ~~the~~certain ~~Credit~~efforts ~~Agreement,~~during ~~(ii)~~ the ~~Lenders~~term ~~confirmed $1.5 million~~ of ~~additional reserves against availability under~~ the ~~borrowing~~Forbearance ~~base~~Extension asto ~~set~~pursue ~~forth in the Credit Agreement that had been~~a ~~established~~restructuring ~~during~~of ~~2009, (iii)~~ certain ~~other modifications were made to the calculation~~ of the ~~borrowing~~ ~~base~~Company’s ~~under~~outstanding ~~the~~indebtedness ~~Credit Agreement,~~ and (ivii) ~~the applicable margin for base rate loans was increased to 3.75%, the applicable margin for LIBOR loans was increased to 5.25% (and~~ a ~~floor~~minimum ofEBITDA ~~1.50%~~threshold ~~was established~~ for ~~LIBOR), and~~ the ~~unused~~one-month ~~facility~~period ~~fee~~ending ~~was~~December 31, ~~increased to 1~~2009.~~00%.~~ The Borrowers also paid aan ~~forbearance~~ extension fee of $~~250~~50,000 pursuant to the Forbearance ~~Agreement~~Extension.

In addition, the Borrowers agreed to (i) continue to use certain efforts to pursue additional financing and, in the absence of such financing, to use certain efforts during the term of the Forbearance Agreement to pursue a restructuring of certain of the Company’s outstanding indebtedness, (ii) to engage an operational consultant to prepare a report to be provided to the Lenders evaluating the operational components of the Borrowers’ businesses, and (iii) arrange for an updated appraisal of the Borrowers’ eligible inventory included in its borrowing base under the Credit Agreement, which appraisal would become effective at the expiration of the Forbearance Agreement absent an agreement of a majority of the Lenders otherwise. The Borrowers also agreed to minimum monthly EBITDA thresholds during the term of the Forbearance Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	~~NEENAH ENTERPRISES, INC.~~	NEENAH ENTERPRISES, INC.
Date: November 13, 2009	/s/ Robert E. Ostendorf, Jr.
Date: December 29, 2009		/s/ Robert E. Ostendorf, Jr.
	~~Name:~~	~~Robert E. Ostendorf, Jr.~~Name:	Robert E. Ostendorf, Jr.
	~~Title:~~	~~President and Chief Executive Officer~~Title:	President and Chief Executive Officer
	~~NEENAH FOUNDRY COMPANY~~	NEENAH FOUNDRY COMPANY
Date: November 13, 2009	/s/ Robert E. Ostendorf, Jr.
Date: December 29, 2009		/s/ Robert E. Ostendorf, Jr.
	~~Name:~~	~~Robert E. Ostendorf, Jr.~~Name:	Robert E. Ostendorf, Jr.
	~~Title:~~	~~President and Chief Executive Officer~~Title:	President and Chief Executive Officer

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