Exhibit 10.1


 


SECOND AMENDMENT


 


SECOND AMENDMENT, dated as of January 28, 2009
(this “Amendment”), to the Fourth Amended and Restated Credit Agreement,
dated as of January 31, 2005 (as amended from time to time, the “Credit
Agreement”), among ACCURIDE CORPORATION, a Delaware corporation (the “U.S.
Borrower”), ACCURIDE CANADA INC., a corporation organized and existing
under the law of the Province of Ontario (the “Canadian Borrower”, and,
together with the U.S. Borrower, the “Borrowers”), the several banks and
other financial institutions or entities from time to time parties to the
Credit Agreement (the “Lenders”), CITICORP USA, INC., a Delaware
corporation (“Citicorp”), as the administrative agent (in such capacity,
the “Administrative Agent”) for the Lenders, and the other agents
parties thereto.


 


W I T N E S S E T
H :


 


WHEREAS, pursuant to the Credit Agreement, the Lenders
have agreed to make, and have made, certain loans and other extensions of
credit to the Borrowers;


 


WHEREAS, the Borrowers have requested certain
amendments to the Credit Agreement and the Guarantee and Collateral Agreement
(as defined in the Credit Agreement) as more fully set forth herein; and


 


WHEREAS, the Lenders are willing to agree to such
amendments on the terms and subject to the conditions contained in this
Amendment.


 


NOW, THEREFORE, the parties hereto hereby agree as
follows:


 


SECTION 1.           Defined Terms. Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.


 


SECTION 2.           Amendments to Section 1.01 of the
Credit Agreement (Certain Defined Terms).


 


(a)           The
definitions of “Applicable Margin”, “Applicable Percentage”, “Canadian
Revolving Credit Commitment”, “Canadian Revolving Credit Facility”, “Change of
Control”, “Funded Debt”, “Letter of Credit Commitment”, “Majority Facility
Lenders”, “Net Cash Proceeds”, “Obligation”, “Termination Date”, “U.S.
Revolving Credit Commitment” and “U.S. Revolving Credit Facility” in Section 1.01
of the Credit Agreement are hereby amended in their respective entireties to
read as follows:


 

















 


“Applicable Margin”
means, for Advances outstanding under each of the Term Facility, the Canadian
Revolving Credit Facility and the U.S. Revolving Credit Facility, a percentage
per annum determined as described below:


 


(a)           for Advances (other than
Last Out Term Advances and PIK Advances) outstanding under any Facility, (i) 4.00%
per annum in the case of Base Rate Advances and (ii) 5.00% per annum in
the case of Eurodollar Rate Advances;


 


(b)           for Last Out Term Advances
and PIK Advances, the interest in respect of which is payable in cash, (i) 7.00%
per annum in the case of Base Rate Advances and (ii) 8.00% per annum in
the case of Eurodollar Rate Advances; and


 


(c)           for Last Out Term Advances
and PIK Advances, the interest in respect of which is payable with PIK
Advances, (i) 9.00% per annum in the case of Base Rate Advances and (ii) 10.00%
per annum in the case of Eurodollar Rate Advances.


 


“Applicable Percentage” means 0.75% per annum.


 


“Canadian Revolving
Credit Commitment” means, with respect to any Canadian Revolving Credit
Lender at any time, the amount set forth opposite such Lender’s name on
Schedule I hereto under the caption “Canadian Revolving Credit Commitment” or,
if such Lender has entered into one or more Assignments and Acceptances, set
forth for such Lender in the Register maintained by the Administrative Agent
pursuant to Section 9.07(d) as such Lender’s “Canadian Revolving
Credit Commitment”, as such amount may be reduced from time to time as provided
herein. The aggregate principal amount of the Canadian Revolving Credit
Commitments on the Second Amendment Effective Date, after giving effect to the
reduction therein on such date, is $24,000,000.


 


“Canadian Revolving
Credit Facility” means, at any time, the aggregate amount of the Canadian
Revolving Credit Lenders’ Canadian Revolving Credit Commitments at such time
which amount shall not exceed $24,000,000.


 


“Change of Control” means, and shall be deemed to have occurred,
if:  (a) any “person” or “group” (as
such terms are used in Sections 13(d) and 14(d) of the Exchange Act,
excluding the Permitted Investors, shall have become the “beneficial owner” (as
defined in Rules 13(d)-3 and 13(d) 5 under the Exchange Act), directly
or indirectly, of more than 30% of the outstanding Voting Stock of the U.S.
Borrower; and/or (b) at any time Continuing Directors shall not constitute
a majority of the Board of Directors of the U.S. Borrower; and/or (c) a
Specified Change of Control shall occur. For purposes of this definition,
“Continuing Director” means, as of any date of determination, an individual (i) who
is a member of the Board of Directors of the U.S. Borrower on the Second
Amendment Effective Date, (ii) who, as of such date of determination, has
been a member of such Board of Directors for at least the 12 preceding months
(or, if such date of determination occurs during the period comprising the
first 12 months after the Second Amendment Effective Date, since the Second Amendment
Effective Date), or (iii) who is


 


2

















 


recommended by at least a majority of the then Continuing Directors or
who receives the vote of the Permitted Investors in his or her election by the
shareholders of the U.S. Borrower.


 


“Funded Debt” of any Person means Debt in respect of the
Advances, in the case of the Borrowers, and all other Debt (other than PIK
Advances and issued but undrawn Letters of Credit) of such Person that by its
terms matures more than one year after the date of determination or matures
within one year from such date but is renewable or extendible, at the option of
such Person, to a date more than one year after such date or arises under a
revolving credit or similar agreement that obligates the lender or lenders to
extend credit during a period of more than one year after such date, including,
without limitation, all amounts of Funded Debt of such Person required to be
paid or prepaid within one year after the date of determination.


 


“Letter of Credit Commitment” means, with respect to the Issuing
Bank at any time, the amount set forth opposite the Issuing Bank’s name on
Schedule I hereto under the caption “Letter of Credit Commitment” or, if the
Issuing Bank has entered into one or more Assignments and Acceptances, set
forth for the Issuing Bank in the Register maintained by the Administrative
Agent pursuant to Section 9.07(d) as the Issuing Bank’s “Letter of
Credit Commitment”, as such amount may be reduced at or prior to such time pursuant
to Section 2.05. The aggregate amount of the Letter of Credit Commitment
of the Initial Issuing Bank on the Second Amendment Effective Date, after
giving effect to the reduction therein on such date, is $25,000,000.


 


“Majority Facility Lenders” means, at any time, the Required
Term Lenders and the Required Revolving Lenders, provided that, for
purposes of any amendment or modification of Section 2.17 or 7.02(a),
“Majority Facility Lenders” means, at any time, the Required Term Lenders
(other than Last Out Lenders), the Last Out Requisite Lenders and the Required
Revolving Lenders.


 


“Net Cash Proceeds”
means, with respect to any sale, lease, transfer or other disposition of any
asset, or the incurrence or issuance of any Debt (excluding any Debt incurred
or issued in accordance with Section 5.02(b) other than (x) any
Debt incurred or issued after the Closing Date in accordance with Section 5.02(b)(i)(A) and
(y) any Debt in excess of $25,000,000 in the aggregate incurred or issued
after the Second Amendment Effective Date in accordance with Section 5.02(b)(iii)(I))
or the sale or issuance of any Equity Interests (including, without limitation,
any capital contribution) by any Person, or any Recovery Event, the aggregate
amount of cash received from time to time (whether as initial consideration or
through payment or disposition of deferred consideration, but only as and when
received) by or on behalf of such Person in connection with such transaction or
event after deducting therefrom only (without duplication):


 


(a)           reasonable and customary
fees, commissions, expenses, issuance costs, discounts and other costs paid by
the U.S. Borrower or any of its Restricted Subsidiaries in connection with such
transaction or event;


 


3

















 


(b)           the amount of taxes paid or
estimated to be payable in connection with or as a result of such transaction
or event;


 


(c)           the amount of the
outstanding principal amount of, premium or penalty, if any, and interest on
any Debt (other than pursuant to the Facilities) that is secured by a Lien on
the stock or assets in question and that is required to be repaid under the
terms thereof as a result of any such transaction or event;


 


(d)           the amount of any reasonable
reserves established in accordance with GAAP against any liabilities (other
than taxes described in clause (b) above) that are (i) associated
with the assets that are the subject of such transaction or event and (ii) retained
by the U.S. Borrower or any of its Restricted Subsidiaries; and


 


(e)           the amount of any proceeds
received from the sale, lease, transfer or other disposition of any asset
pursuant to Section 5.02(d) or any Recovery Event to the extent that
such proceeds are invested in the business within one year following such sale
or Recovery Event, provided that, from and after the Second Amendment
Effective Date, the aggregate amount of proceeds (other than proceeds of asset
dispositions permitted pursuant to Section 5.02(d)(i) or 5.02(d)(v) and
proceeds from Recovery Events) that may be so reinvested in the business shall
not exceed $10,000,000 in any Fiscal Year;


 


provided, however, that in the event the
amount of any estimated tax payable described in clause (b) above exceeds
the amount actually paid, or upon any subsequent reduction in the amount of any
reserve described in clause (d) above, the U.S. Borrower or its applicable
Restricted Subsidiary shall be deemed to have received Net Cash Proceeds in an
amount equal to such excess or reduction, at the time of payment of such taxes
or on the date of such reduction, as the case may be; provided  further
that any portion of any proceeds received from the sale, lease, transfer or
other disposition of any asset pursuant to Section 5.02(d) or any
Recovery Event that has not been invested in the business as permitted under
this Agreement within such one year period shall (i) be deemed to be Net
Cash Proceeds of such a sale or Recovery Event occurring on the last day of
such one year period and (ii) be applied to the prepayment of Advances in
accordance with Section 2.06(b)(ii) ; provided  further
that, for purposes of the preceding proviso, such one year period shall be
extended by up to six months from the last day of such one year period so long
as (A) such proceeds are to be invested in the business as permitted under
this Agreement within such additional six-month period under the U.S.
Borrower’s or any of its Restricted Subsidiaries’ business plan as most
recently adopted in good faith by its board of directors and (B) such
Person believes in good faith that such proceeds will be so reinvested within
such additional six month period.


 


“Obligation” means , with respect to any Person, any payment,
performance or other obligation of such Person of any kind, including, without
limitation, any liability of such Person on any claim, whether or not the right
of any creditor to payment in respect of such claim is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed,
legal, equitable, secured or unsecured, and whether or not


 


4

















 


such claim is discharged, stayed or otherwise affected by any
proceeding referred to in Section 7.01(f). Without limiting the generality
of the foregoing, the Obligations of the Loan Parties under the Loan Documents
include (a) the unpaid principal of and interest on the Advances,
reimbursement obligations in respect of Letters of Credit, Letter of Credit
commissions, charges, expenses, fees, attorneys’ fees and disbursements, indemnities
and other amounts payable by any Loan Party under any Loan Document (including,
without limitation, interest accruing at the then applicable rate provided
herein after the maturity of the Advances and reimbursement obligations in
respect of Letters of Credit and Post-Petition Interest and Expenses) to the
Administrative Agent or any Lender Party (or, in the case of any Bank Hedge
Agreement, any Affiliate of any Lender Party), whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, this Agreement,
the other Loan Documents, any Letter of Credit, any Bank Hedge Agreement or any
other document made, delivered or given in connection with any of the
foregoing, in each case whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise
(including, without limitation, all fees and disbursements of counsel to the
Administrative Agent or to the Lender Parties that are required to be paid by
any Borrower pursuant to the terms of any of the foregoing agreements) and (b) the
obligation of any Loan Party to reimburse any amount in respect of any of the
foregoing that any Lender Party, in its sole discretion, may elect to pay or
advance on behalf of such Loan Party.


 


“Termination Date” means (a) with respect to the U.S.
Revolving Credit Facility, the Letter of Credit Facility and the Swing Line
Facility, the earlier of January 31, 2011 and the date of termination in
whole of the U.S. Revolving Credit Commitments, the Letter of Credit
Commitments and the Swing Line Commitments pursuant to Section 2.05 or
7.01, (b) with respect to the Canadian Revolving Credit Facility, the
earlier of January 31, 2011 and the date of termination in whole of the
Canadian Revolving Credit Commitments pursuant to Section 2.05 or 7.01 and
(c) with respect to the Term Facility, the earlier of January 31,
2012 and the date of termination in whole of the Term Commitments pursuant to Section 2.05
or 7.01; provided that the dates set forth in clauses (a) and (b) above
may be extended beyond January 31, 2011 with the consent of each affected
U.S. Revolving Credit Lender and each affected Canadian Revolving Credit Lender
that elects to extend its Commitment, without the further consent of any other
Lender.


 


“U.S. Revolving Credit Commitment”
means, with respect to any U.S. Revolving Credit Lender at any time, the amount
set forth opposite such Lender’s name on Schedule I hereto under the caption
“U.S. Revolving Credit Commitment” or, if such Lender has entered into one or
more Assignments and Acceptances, set forth for such Lender in the Register
maintained by the Administrative Agent pursuant to Section 9.07(d) as
such Lender’s “U.S. Revolving Credit Commitment”, as such amount may be reduced
from time to time as provided herein. The aggregate principal amount of the
U.S. Revolving Credit Commitments on the Second Amendment Effective Date, after
giving effect to the reduction therein on such date, is $76,000,000; and the
reduction on such date shall be applied to ratably reduce the U.S.


 


5

















 


Revolving Credit Commitments of those U.S.
Revolving Credit Lenders that are not Defaulting Lenders and that approve the
Second Amendment.


 


“U.S. Revolving Credit Facility” means, at any time, the
aggregate amount of the U.S. Revolving Credit Lenders’ U.S. Revolving Credit
Commitments at such time which amount shall not exceed $76,000,000.


 


(b)           Section 1.01
of the Credit Agreement is hereby amended by inserting the following new
definitions in the appropriate alphabetical order:


 


“Average Liquidity”
means, with respect to any 12-month period ending on the last day of any Fiscal
Quarter, the average of the amounts of Liquidity on such day and on the last
day of each of the 11 immediately preceding calendar months.


 


“Bankruptcy Code”
means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended
from time to time.


 


“ECF Percentage”
means 75%, provided that, with respect to the Fiscal Year ending on December 31,
2008, the ECF Percentage shall be 50%.


 


“Enforcement Action”
means, with respect to the Obligations, any demand for payment or acceleration
thereof, the exercise of any rights and remedies with respect to any Collateral
securing such Obligations or the commencement or prosecution of enforcement of
any of the rights and remedies hereunder or under any other Loan Documents, or
applicable law, including without limitation the exercise of any rights of
set-off or recoupment, and the exercise of any rights or remedies of a secured
creditor under the Uniform Commercial Code of any applicable jurisdiction or
under the Bankruptcy Code.


 


“First Out Final
Payment Date” means the first date on which the First Out Obligations
(other than Unmatured Surviving Obligations) shall have been paid in full in
cash.


 


“First Out Lender”
means any Lender Party other than the Last Out Lenders in their respective
capacities as such.


 


“First Out Loan
Obligations” means all Obligations under the Loan Documents that are owed
by the Loan Parties to (a) the Administrative Agent, (b) any First
Out Lender (or, in the case of any Bank Hedge Agreement, any Affiliate of a
First Out Lender) or (c) in the case of any PIK Advances, any Last Out
Lender.


 


“First Out Requisite
Lenders” means, at any time, First Out Lenders owed or holding at least a
majority in interest of the sum of (a) the aggregate principal amount of
the First Out Term Advances, Canadian Revolving Credit Advances, U.S. Revolving
Credit Advances, Swing Line Advances or Letter of Credit Advances outstanding
at such time, (b) the aggregate Available LC Amount of all Letters of
Credit outstanding at such time and (c) the aggregate Unused Canadian
Revolving Credit Commitments and Unused U.S. Revolving Credit Commitments at
such time; provided, however, that if any First


 


6

















 


Out Lender shall be a Permitted Investor or a
Defaulting Lender at such time, there shall be excluded from the determination
of First Out Requisite Lenders at such time (i) the aggregate principal
amount of the Advances owing to such First Out Lender (in its capacity as First
Out Lender) and outstanding at such time, (ii) such First Out Lender’s Pro
Rata Share of the aggregate Available LC Amount of all Letters of Credit issued
and outstanding at such time and (iii)  the Unused Canadian Revolving
Credit Commitment or the Unused U.S. Revolving Credit Commitment, as the case
may be, of such First Out Lender at such time. For purposes of this definition,
the aggregate principal amount of Swing Line Advances owing to the Swing Line
Bank and of Letter of Credit Advances owing to the Issuing Bank and the
Available LC Amount of each Letter of Credit shall be considered to be owed to
the U.S. Revolving Credit Lenders ratably in accordance with their respective
U.S. Revolving Credit Commitments.


 


“First Out Term
Advances” means all Term Advances other than the Last Out Term Advances.


 


“First Out Term Lender”
means any Lender that is owed a First Out Term Advance.


 


“Insolvency Proceeding”
means any proceeding in respect of bankruptcy, insolvency, winding up,
receivership, dissolution or assignment for the benefit of creditors, in each
of the foregoing events whether under the Bankruptcy Code or any similar
federal, state or foreign bankruptcy, insolvency, reorganization, receivership
or similar law.


 


“Last Out Debt
Agreement” means the Last Out Debt Agreement, dated as of February 4,
2009, between the U.S. Borrower and the Permitted Investors.


 


“Last Out Lender”
means any Lender that is owed a Last Out Term Advance.


 


“Last Out Loan
Obligations” means all Obligations under the Loan Documents that are owed
by the Loan Parties to the Last Out Lenders.


 


“Last Out Requisite
Lenders” means, at any time, Last Out Lenders owed or holding at least a
majority in interest of the aggregate principal amount of the Last Out Term
Advances; provided, however, that if any Last Out Lender shall be
a Defaulting Lender at such time, there shall be excluded from the
determination of Last Out Requisite Lenders at such time the aggregate
principal amount of the Last Out Term Advances owing to such Last Out Lender.


 


“Last Out Term
Advances” means the Term Advances having an aggregate principal amount of
$70,065,846 held by the Permitted Investors on the Second Amendment Effective
Date and any such Advances held by their assignees.


 


“Liquidity” means,
as of any date of determination, an amount equal to the sum of (a) cash
and Cash Equivalents held by the U.S. Borrower and its Restricted Subsidiaries
in (i) any cash collateral account held with Citibank, N.A., or (ii) any
other account subject to a Cash Collateral Account Letter, Cash Concentration
Account Letter, Control


 


7

















 


Agreement or Pledged Account Letter (as each such term
is defined in the Guarantee and Collateral Agreement), plus,
(b) the unutilized amount of U.S. Revolving Credit Commitments available
to be drawn on such date by the U.S. Borrower (with satisfaction of the
applicable conditions precedent to such extension of credit to be tested as of
such date), plus, (c) the unutilized amount of
Canadian Revolving Credit Commitments available to be drawn on such date by the
Canadian Borrower (with satisfaction of the applicable conditions precedent to
such extension of credit to be tested as of such date); provided that
amounts held in payroll, tax, trust and similar accounts or amounts pledged on
a first priority basis to Persons other than the Secured Parties shall be
excluded in calculating Liquidity.


 


“Payment Default or
Acceleration” has the meaning specified in Section 2.17(a).


 


“Permitted Investors”
means Sun Capital Securities Group LLC, Sun Capital Partners V, L.P. and their
affiliates.


 


“PIK Advance” has
the meaning specified in Section 2.17(b).


 


“Post-Petition
Interest and Expenses” means interest accruing at the then applicable rate
provided herein after the filing of any petition in bankruptcy, or the
commencement of any Insolvency Proceeding, relating to either Borrower, and
expenses reimbursable hereunder which are incurred after the filing of any
petition in bankruptcy or the commencement of any such Insolvency Proceeding,
whether or not a claim for such post-filing or post-petition interest or
expenses is allowed in such proceeding.


 


“Second Amendment”
means the Second Amendment, dated as of January 28, 2009, to this
Agreement.


 


“Second Amendment
Effective Date” has the meaning specified in Section 27 of the Second
Amendment.


 


“Senior
Secured Leverage Ratio” means, as of any date of determination, the ratio
of (a) total Funded Debt of the U.S. Borrower and its Restricted
Subsidiaries that consists of, without duplication, Indebtedness that in each
case is then secured by first priority Liens on property or assets of the U.S.
Borrower or any of its Subsidiaries (other than Indebtedness permitted by Section 5.02(b)(iii)(B))
to (b) Consolidated EBITDA of the U.S. Borrower and its Restricted
Subsidiaries for the most recently completed Measurement Period prior to such
date; provided that if any acquisition was made in accordance with the
provisions of this Agreement during any Measurement Period for which
Consolidated EBITDA is being calculated, then Consolidated EBITDA shall be
calculated as though such acquisition had occurred at the beginning of such
Measurement Period.


 


“Unmatured Surviving
Obligations” has the meaning specified in the Guarantee and Collateral
Agreement.


 


“Warrant” means
the warrant issued pursuant to and in accordance with the provisions of the
Last Out Debt Agreement.


 


8
















 


(c)                                  The
definition of “Base Rate” in Section 1.01 of the Credit Agreement is
hereby amended by (i) deleting the word “and” at the end of clause (b) thereof
and (ii) deleting the “.” at the end of clause (c) thereof and
substituting in lieu thereof the following:


 


; and


 


(d)                                 the
Eurodollar Rate for a one month interest period in effect on such day (or if
such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt,
the Eurodollar Rate for any day shall be based on the rate appearing on the
Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of
such page) at approximately 11:00 A.M. (London time) on such day (or if
such day is not a Business Day, the immediately preceding Business Day).


 


Any change in the any of the foregoing rates shall be
effective from and including the effective date of such change.


 


(d)                                 The
definition of “EBITDA” in Section 1.01 of the Credit Agreement is hereby
amended by (i) deleting the “,” at the end of clause (A) thereof and
substituting the word “and” in lieu thereof and (ii) deleting the
following words at the end thereof:  “and
(C) for purposes of the proviso in Section 5.04 only, EBITDA shall be
increased by an amount of cash equity contributions made by the Investor Group
to the U.S. Borrower as set forth therein”.


 


(e)                                  The
definition of “Eligible Assignee” in Section 1.01 of the Credit Agreement
is hereby amended by adding after the words “Affiliate of a Loan Party” in the
proviso thereof the following parenthetical: 
“(other than the Permitted Investors”)”.


 


(f)                                    The
definition of “Eurodollar Rate” in Section 1.01 of the Credit Agreement is
hereby amended by inserting the following new sentence at the end thereof:  “Notwithstanding the foregoing, the
Eurodollar Rate shall not be less than 3.00% per annum.”


 


(g)                                 The
definition of “Interest Expense” in Section 1.01 of the Credit Agreement
is hereby amended by (i) deleting the word “and” at the end of clause (b) thereof
and substituting a “,” in lieu thereof and (ii) deleting the “.” at the
end thereof and substituting in lieu thereof the following:


 


and (d) there shall be excluded from any
determination of Consolidated Interest Expense of the U.S. Borrower and its
Restricted Subsidiaries for any period any upfront and amendment fees paid by
the U.S. Borrower in such period in respect of amendments to this Agreement to
the extent otherwise included in such Consolidated Interest Expense.


 


(h)                                 The
definitions of “Available Amount”, “Hubcap”, “Investor Group”, “KKR”, “Performance
Level”, “Performance Level A”, “Performance Level B”, “Performance Level C”, “Performance
Level D” and “Trimaran” in Section 1.01 of the Credit Agreement are hereby
deleted in their respective entireties.


 


SECTION 3.                                Amendment to Section 2.02(b) of
the Credit Agreement (Making Swing Line Advances). Section 2.02(b) of
the Credit Agreement is hereby amended by deleting 


 


9

















 


the “.”
at the end of the first sentence thereof and substituting in lieu thereof the
following proviso:


 


; provided, however, that, from and
after the Second Amendment Effective Date, the U.S. Borrower shall not be
permitted to request any Swing Line Borrowings.


 


SECTION 4.                                Amendments to Section 2.04(a) of
the Credit Agreement (Repayment of Term Advances). Section 2.04(a) of
the Credit Agreement is hereby amended by (a) deleting the word “and” at
the end of clause (i) thereof and substituting a “,” in lieu thereof and (b) deleting
the “.” at the end of clause (ii) thereof and substituting in lieu thereof
the following:


 


 and (iii) notwithstanding
the foregoing, (A) no principal installment of the Last Out Term Advances
may be made until the First Out Final Payment Date shall have occurred and (B) until
the occurrence of the First Out Final Payment Date, each of the foregoing
installments shall be applied ratably to the First Out Term Advances.


 


SECTION 5.                                Amendments to Section 2.06
of the Credit Agreement (Prepayments).


 


(a)                                  Section 2.06(a) of
the Credit Agreement is hereby amended in its entirety to read as follows:


 


(a)                                  Optional.
The Appropriate Borrower may, on same Business Day’s notice in the case of Base
Rate Advances and one Business Day’s notice in the case of Eurodollar Rate
Advances, in each case to the Administrative Agent stating the proposed date
and aggregate principal amount of the prepayment, and if such notice is given
the Appropriate Borrower shall, prepay the outstanding aggregate principal
amount of the Advances comprising part of the same Borrowing in whole or
ratably in part, together with accrued interest to the date of such prepayment
on the aggregate principal amount prepaid; provided, however,
that (x) each partial prepayment shall be in an aggregate principal amount
of $1,000,000 or an integral multiple of $500,000 in excess thereof, (y) if
any prepayment of a Eurodollar Rate Advance is made on a date other than the
last day of an Interest Period for such Advance such Borrower shall also pay
any amounts owing pursuant to Section 9.04(c) and (z) no
prepayment of the Last Out Term Advances may be made until the First Out Final
Payment Date shall have occurred. Each such prepayment of any Term Advances
shall be applied, first, ratably to the outstanding aggregate principal
amount of the First Out Term Advances in a manner specified by the U.S.
Borrower and, second, after the occurrence of the First Out Final
Payment Date, ratably to the outstanding aggregate principal amount of the Last
Out Term Advances in a manner specified by the U.S. Borrower.


 


(b)                                 Clauses
(i), (ii), (iii) and (v) of Section 2.06(b) of the Credit
Agreement are hereby amended in their respective entireties to read as follows:


 


(b)                                 Mandatory.
(i)  The Borrowers shall, on the earlier of (x) the fifth Business
Day following the delivery of financial information pursuant to Section 5.03(c) 


 


10

















 


and (y) the fifth
Business Day after the 90th day following the
end of each Fiscal Year, if the Leverage Ratio for the Measurement Period
ending on the last day of such Fiscal Year exceeds 3.00:1.00, prepay an
aggregate principal amount of the Term Advances comprising part of the same
Borrowings in an amount equal to the remainder of (A) the ECF Percentage
of the amount of Excess Cash Flow for such Fiscal Year minus (B) the
aggregate amount of any optional prepayments of Term Advances or, to the extent
such prepayments permanently reduced the Canadian Revolving Credit Facility or
the U.S. Revolving Credit Facility, as the case may be, the amount of any
optional prepayments of Canadian Revolving Credit Advances or U.S. Revolving
Credit Advances, Swing Line Advances or Letter of Credit Advances, as
applicable, made during such Fiscal Year. Each such prepayment shall be
applied, first, ratably to the outstanding aggregate principal amount of
the First Out Term Advances and pro rata to the remaining installments thereof,
second, ratably to the Canadian Revolving Credit Facility and the U.S.
Revolving Credit Facility as set forth in clause (v) below and, third,
ratably to the outstanding aggregate principal amount of the Last Out Term
Advances and pro rata to the remaining installments thereof.


 


(ii)                                  The
Borrowers shall, on the date of receipt of the Net Cash Proceeds by any Loan
Party or any of its Restricted Subsidiaries from the sale, lease, transfer or
other disposition (other than inventory sold in the ordinary course of
business) of any assets of, or from the incurrence or issuance of any Debt
(excluding any Debt incurred or issued in accordance with Section 5.02(b) other
than (x) any Debt incurred or issued after the Closing Date in accordance
with Section 5.02(b)(i)(A) and (y) any Debt in excess of
$25,000,000 in the aggregate incurred or issued after the Second Amendment
Effective Date in accordance with Section 5.02(b)(iii)(I)) by, any Loan
Party or any of its Restricted Subsidiaries, or from any Recovery Event, prepay
an aggregate principal amount of the Advances comprising part of the same
Borrowings equal to 100% of the amount of such Net Cash Proceeds. Each such
prepayment shall be applied, first, ratably to the outstanding aggregate
principal amount of the First Out Term Advances and pro rata to the remaining
installments thereof, second, in the case of any such sale or other
disposition of assets or Recovery Event, ratably to the Canadian Revolving
Credit Facility and the U.S. Revolving Credit Facility as set forth in clause (v) below
and, third, ratably to the outstanding aggregate principal amount of the
Last Out Term Advances and pro rata to the remaining installments thereof.


 


(iii)                               The
Borrowers shall, on the date of receipt of the Net Cash Proceeds by any Loan
Party or any of its Restricted Subsidiaries from the sale or issuance of any
Equity Interests of the U.S. Borrower (including, without limitation, any
capital contribution) prepay an aggregate principal amount of the Term Advances
comprising part of the same Borrowings equal to such Net Cash Proceeds times (A) 0%
if the Leverage Ratio as of the most recently ended Measurement Period for which
the relevant financial statements have been delivered to the Administrative
Agent is less than 3.00:1.00, (B) 50% if the Leverage Ratio as of the most
recently ended Measurement Period for which the relevant financial statements
have been delivered to the Administrative Agent is less than 3.50:1.00 and
greater than or equal to 3.00:1.00 or (C) 100% otherwise. Each such
prepayment shall be applied, first, ratably to the outstanding aggregate
principal amount of the First Out Term Advances and initially to the next two 


 


11

















 


installments thereof and
thereafter pro rata to the remaining installments thereof, second,
ratably to the Canadian Revolving Credit Facility and the U.S. Revolving Credit
Facility as set forth in clause (v) below and, third, ratably to
the outstanding aggregate principal amount of the Last Out Term Advances and
initially to the next two installments thereof and thereafter pro rata to the
remaining installments thereof.


 


(v)                                 Prepayments
of the U.S. Revolving Credit Facility made pursuant to clause (i), (ii), (iii) or
(iv) of this Section 2.06(b) below shall be applied, first,
to prepay Letter of Credit Advances then outstanding until such Advances are
paid in full, second, to prepay Swing Line Advances then outstanding
until such Advances are paid in full and, third, to prepay U.S.
Revolving Credit Advances then outstanding comprising part of the same
Borrowings until such Advances are paid in full; and, in the case of
prepayments of the U.S. Revolving Credit Facility required pursuant to clause (ii) above,
the amount remaining (if any) after the prepayment in full of the Advances then
outstanding (the sum of such prepayment amounts and remaining amount being
referred to herein as the “U.S. Reduction Amount”) may be retained by
the U.S. Borrower and the U.S. Revolving Credit Facility shall be permanently
reduced as set forth in Section 2.05(b)(i). Prepayments of the Canadian
Revolving Credit Facility made pursuant to clause (i), (ii), (iii) or (iv) of
this Section 2.06(b) below shall be applied to prepay Canadian
Revolving Credit Advances then outstanding comprising part of the same
Borrowings until such Advances are paid in full; and, in the case of
prepayments of the Canadian Revolving Credit Facility required pursuant to
clause (ii) above, the amount remaining (if any) after the prepayment in
full of the Advances then outstanding (the sum of such prepayment amounts and
remaining amount being referred to herein as the “Canadian Reduction Amount”)
may be retained by the Canadian Borrower and the Canadian Revolving Credit
Facility shall be permanently reduced as set forth in Section 2.05(b)(i).


 


SECTION 6.                                Amendments to Section 2.11
of the Credit Agreement (Payments and Computations).


 


(a)                                  Section 2.11(b) of
the Credit Agreement is hereby amended by deleting the “.” at the end thereof
and substituting in lieu thereof the following:


 


, provided that any application by the Administrative Agent
shall be subject to Section 2.17.


 


(b)                                 Section 2.11
of the Credit Agreement is hereby amended by inserting the following new
paragraph (h) at the end thereof:


 


(h)                                 Notwithstanding
anything to the contrary herein (including, without limitation, Section 2.11(a),
the U.S. Borrower shall pay interest on the Last Out Term Advances and PIK
Advances in accordance with Section 2.17(b).


 


SECTION 7.                                Amendments to Section 2.13
of the Credit Agreement (Sharing of Payments, Etc.). Section 2.13 of
the Credit Agreement is hereby amended by (a) inserting the 


 


12

















 


parenthetical
“(including, without limitation, Section 2.17)” immediately after the
words “Subject to the priority of payments specifically set forth herein or in
any other Loan Document” and (b) inserting the following sentence at the
end thereof:


 


For the avoidance of doubt, the issuance of the Series A
Preferred Stock to the Permitted Investors pursuant to the Last Out Debt
Agreement, the issuance of the Warrant to the Permitted Investors, and the
issuance of any common stock of the U.S. Borrower to the Permitted Investors in
connection with such Warrant shall not be considered a payment on account of 


Obligations that is subject to this Section.


 


SECTION 8.                                Amendment to Article II
of the Credit Agreement (Amounts and Terms of the Advances and the Letters of
Credit). Article II of the Credit Agreement is hereby amended by
inserting the following new Section 2.17 at the end thereof:


 


SECTION 2.17  Last Out
Term Advances. Notwithstanding anything to the contrary contained herein or
in any other Loan Document, in order to reflect the last out nature of the Last
Out Term Advances, the following provisions shall apply at all times from and
after the Second Amendment Effective Date (both before and after the filing of
any Insolvency Proceeding):


 


(a)                                  Principal
Payments. Except as otherwise provided in this Agreement, no payment shall
be applied to the principal balance of the Last Out Term Advances (whether as
scheduled amortization, mandatory prepayments, optional prepayments or
otherwise) until the occurrence of the First Out Final Payment Date.
Furthermore, if an Event of Default has occurred and is continuing under Section 7.01(a) or
if the Obligations hereunder have been accelerated (“Payment Default or
Acceleration”), until all First Out Loan Obligations (other than Unmatured
Surviving Obligations) have been paid in full in cash, all payments (including
any payments made with the application of the proceeds of Collateral) shall be
applied only to the First Out Loan Obligations, and then, only upon payment in
full in cash of the First Out Loan Obligations (other than Unmatured Surviving
Obligations), shall payments be applied to the Last Out Loan Obligations.


 


(b)                                 Interest
Payments. The U.S. Borrower shall pay interest on each Last Out Term
Advance of each Last Out Lender on the date on which such interest is due in
accordance with Section 2.07 in cash to the extent contemplated in the
proviso to this sentence and otherwise by a deemed making of a term advance
(the “PIK Advance”) by such Lender in a principal amount equal to the
amount of interest payable on such Last Out Term Advance, provided that (i) interest
accrued through December 31, 2009 on the Last Out Term Advances shall not
be paid in cash and (ii) with respect to any interest accrued on the Last
Out Term Advances during any Fiscal Quarter thereafter, such interest shall be
paid in cash on the date on which such interest is due in accordance with Section 2.07
if (A) Average Liquidity as of the last day of the immediately preceding
Fiscal Quarter minus the amount of interest then
due and any interest previously paid in 


 


13

















 


cash in respect of Last
Out Term Advances and PIK Advances during such Fiscal Quarter is greater than
$50,000,000, (B) the U.S. Borrower and its Restricted Subsidiaries were in
compliance with the covenants contained in Section 5.04 at the end of the
most recently ended Fiscal Quarter for which financial statements were
delivered to the Administrative Agent pursuant to Section 5.03(b) or
5.03(c), as shown on the certificate delivered pursuant to such Section, and (C) prior
to the date of such interest payment (and in any event promptly after request
to the U.S. Borrower by a Last Out Lender), the U.S. Borrower shall have
delivered to the Administrative Agent a certificate of a Responsible Officer of
the U.S. Borrower, which certificate shall attach calculations of Average
Liquidity as of the last day of the immediately preceding Fiscal Quarter. For
the avoidance of doubt, it is understood and agreed that if, on any date on
which interest on the Last Out Term Advances or PIK Advances is due in
accordance with Section 2.07, cash interest is not permitted to be paid in
accordance with the preceding sentence, the U.S. Borrower shall issue a PIK
Advance on such date in a principal amount equal to the amount of interest
payable on such Last Out Term Advances or PIK Advances, as applicable.


 


                                                Each
PIK Advance (i) shall bear interest at the rates per annum for PIK Advances
provided in Section 2.07 from the date on which such PIK Advance shall
have been deemed made, (ii) shall be due and payable on January 31,
2012 and (iii) shall be deemed to be a First Out Loan Obligation, except
that (A) PIK Advances shall not be prepaid pursuant to Section 2.06, (B) PIK
Advances shall not be included for purposes of the definitions of Majority
Lenders and Majority Facility Lenders and (C) interest on PIK Advances
shall be paid either in cash or by a deemed making of an additional PIK Advance
on the same terms and conditions applicable to the payment of interest on Last
Out Term Advances pursuant to the preceding paragraph. Each PIK Advance shall
have the same Interest Period as the Advance in respect of which such PIK
Advance was made, without regard to the minimum amounts referred to in Section 2.02(c).
The obligation of the U.S. Borrower to pay PIK Advances shall be automatically
evidenced by this Agreement. Each Last Out Lender agrees that the pro rata
payment provisions of Section 2.11 shall not be applicable to it in
respect of any cash interest payments made by the U.S. Borrower, except to the
extent interest on the Last Out Term Advances or the PIK Advances is payable in
cash as permitted by this paragraph (b).


 


(c)                                  Turnover.
Until the occurrence of the First Out Final Payment Date, any payment or
Collateral proceeds that may be received by any Last Out Lender in violation of
this Agreement shall be segregated and held in trust and promptly paid over to
the Administrative Agent, for the benefit of the First Out Lenders, in the same
form as received, with any necessary endorsements, and each Last Out Lender
hereby authorizes the Administrative Agent to make any such endorsements (which
authorization, being coupled with an interest, is irrevocable). For avoidance
of doubt, receipt of the common stock of the U.S. Borrower in connection with
an exercise of the Warrant shall not be deemed a “payment” hereunder.


 


14

















 


(d)                                 Liens.
No Last Out Lender shall object to or contest, or support any other Person in
contesting or objecting to, in any proceeding (including without limitation,
any Insolvency Proceeding), the validity, extent, perfection, priority or
enforceability of any security interest in the Collateral. Notwithstanding any
failure by the Administrative Agent or any other Secured Party to perfect its
security interests in the Collateral or any avoidance, invalidation or
subordination by any third party or court of competent jurisdiction of the
security interests in the Collateral, the priority and rights as between the
First Out Lenders and the Last Out Lenders with respect to any proceeds of the
Collateral shall be as set forth in this Agreement.


 


(e)                                  Exclusive
Enforcement. Until the First Out Final Payment Date has occurred, whether
or not an Insolvency Proceeding has been commenced by or against any Loan
Party, the Administrative Agent and the First Out Lenders shall have the
exclusive right to take and continue any Enforcement Action with respect to the



Collateral, without any
consultation with or consent of any Last Out Lender. Upon the occurrence and
during the continuance of a Payment Default or Acceleration, the Administrative
Agent and the First Out Lenders may take and continue any Enforcement Action
with respect to the First Out Loan Obligations and the Collateral in such order
and manner as they may determine in their sole discretion.


 


(f)                                    Judgment
Creditors. In the event that any Last Out Lender becomes a judgment lien
creditor in respect of any Collateral as a result of its enforcement of its
rights as an unsecured creditor, such judgment lien shall be subject to the
terms of this Agreement for all purposes (including in relation to the First
Out Loan Obligations) to the same extent as the Last Out Loan Obligations are
subject to the terms of this Agreement.


 


(g)                                 Asset
Sales. If an Event of Default has occurred and is continuing, and the First
Out Lenders have commenced the exercise of remedies as a result of such Event
of Default, the First Out Lenders shall have the right to control any consent
to an asset sale or other disposition, in each case, made in connection with
such remedies exercise, that is not currently permitted hereunder, and the Last
Out Lenders shall be deemed to have consented to any such asset sale or other
disposition that has been consented to by the First Out Requisite Lenders, provided
that if the application of the proceeds of such asset sale or other disposition
would result in the payment-in-full in cash of the First Out Loan Obligations,
but less than the payment-in-full in cash of the Last Out Loan Obligations, the
Last Out Lenders shall have the ability to purchase the First Out Loan
Obligations hereunder of the First Out Lenders at par in accordance with the
provisions of Section 9.07.


 


(h)                                 Bankruptcy.
In the event of an Insolvency Proceeding or liquidation of any Loan Party,
whether voluntary or involuntary:


 


15

















 


(i)                  the First Out
Requisite Lenders shall have the right to consent to the use of cash collateral
or either Borrower obtaining debtor-in-possession financing (a “DIP
Financing”), and the Last Out Lenders shall have no right to vote or
otherwise consent (or object) thereto hereunder or under any other Loan
Documents. The Last Out Lenders shall not be restricted from filing an
objection with the bankruptcy court to such a proposed use of cash collateral
or DIP Financing; provided that the Last Out Lenders shall not object on
the basis of either (A) a lack of adequate protection of their interests
in the collateral securing the Obligations hereunder if in connection with such
cash collateral use or DIP Financing the Last Out Lenders are provided adequate
protection comprised of replacement liens and superpriority claims to the same
extent as provided to the First Out Lenders, but in each case junior to the
replacement liens and superpriority claims granted to the First Out Lenders and
provided that the Last Out Lenders agree, pursuant to Section 1129(a)(9) of
the Bankruptcy Code, that any such superpriority claim may be paid under any
plan of reorganization in any combination of cash, debt, equity or other
property having a value on the effective date of such plan equal to the allowed
amount of such claims or (B) the incremental amount of such DIP Financing
(i.e., in the case of a “rollup” DIP Financing, the amount in excess of the sum
of the amount of Obligations hereunder outstanding at the date bankruptcy is
filed, or in the case of a standalone DIP Financing, the total amount of such
DIP Financing) so long as such incremental amount does not exceed $75,000,000;


 


(ii)               all First Out Loan
Obligations (including, without limitation, all Post-Petition Interest and
Expenses but excluding any Unmatured Surviving Obligations) shall be paid in
full in cash from distributions, Collateral proceeds or other amounts paid to
the Lenders prior to any distributions, Collateral proceeds or other amounts
being paid in respect to the Last Out Loan Obligations; and


 


(iii)            except as otherwise
expressly set forth herein or in any other Loan Document, the Last Out Lenders
may exercise rights and remedies as unsecured creditors against any Loan Party
in an Insolvency Proceeding.


 


(i)                                     Voting
Rights. The Last Out Lenders shall be deemed to have consented to any
acceleration of the Obligations hereunder that is consented to or requested by
the First Out Requisite Lenders. Upon the occurrence and during the continuance
of an Event of Default under Section 7.01(a), the Last Out Lenders shall
be deemed to have consented to any amendment, waiver or other modification to
this Agreement or any other Loan Document that is consented to by the First Out
Requisite Lenders during such time, other than any amendment, waiver or other
modification that (i) requires the consent of each affected Lender in
accordance with clause (b) of the proviso in the first paragraph of Section 9.01;
(ii) requires the consent of the Majority Facility Lenders in accordance
with clause (c)(ii) of the proviso in the first paragraph of Section 9.01;
(iii) disproportionately and adversely affects the Last Out Loan
Obligations (other 


 


16

















 


than as a result of the
subordination provided for in this Section) unless such amendment or other
modification is supported by the Last Out Requisite Lenders; or (iv) amends
Section 2.16 unless either (1) such amendment or other modification
is supported by the Last Out Requisite Lenders or (2) the terms of such
Debt are identical to those applicable to the Last Out Term Advances (including
the terms described in this Section). For the avoidance of doubt, the Last Out
Lenders shall be entitled to receive their pro rata share of all amendment fees
on those amendments on which the Last Out Lenders are entitled to vote, are not
deemed to have consented as provided above, and on which the Last Out Lenders
vote affirmatively. If, after the Second Amendment Effective Date, a Permitted
Investor becomes a First Out Lender, it shall, in such capacity, be deemed to
have consented to any amendment, waiver or other modification to this Agreement
or any other Loan Document that is consented to by the First Out Requisite
Lenders during such time, other than any amendment, waiver or other
modification that requires the consent of each affected Lender in accordance
with clause (b) of the proviso in the first paragraph of Section 9.01.


 


(j)                                     Lender
Meetings and Information. The First Out Lenders shall have the right to
exclude the Last Out Lenders from any meeting of First Out Lenders for any
reason. In addition, the Administrative Agent shall have no obligation to
provide the Last Out Lenders any information distributed with respect to any
such meeting.


 


(k)                                  Assignment.
The Last Out Loan Lenders may assign the PIK Advances and the other Last Out
Term Advances in accordance with the provisions of Section 9.07, provided
that (i) PIK Advances shall continue to 


be PIK Advances, (i) Last
Out Term Advances shall continue to be Last Out Term Advances and (iii) the
assignee of such Advances shall be bound to the terms of the Credit Agreement,
including this Section 2.17.


 


(l)                                     Reliance,
Etc. The provisions of this Section 2.17 constitute a “subordination
agreement” for purposes of Section 510(a) of the Bankruptcy Code. The
Second Amendment, and the amendments effected thereby, including, without
limitation, the amendments to the financial covenants set forth in Section 5.04,
are deemed to have been agreed to by the Lenders in reliance upon this Section.
No provisions of this Section 2.17 may be amended, waived or otherwise
modified without the prior written consent of the Majority Facility Lenders.


 


SECTION 9.                                Amendment to Section 4.01(a) of
the Credit Agreement (Loan Parties – Due Organization, Etc.). Section 4.01(a) of
the Credit Agreement is hereby amended by deleting therefrom the following
sentence:  “All of the outstanding
capital stock of the U.S. Borrower that is owned by the Investor Group is owned
free and clear of all Liens.”.


 


17
















 


SECTION 10.                          Amendment to Section 5.01(i) of
the Credit Agreement (Transactions with Affiliates). Section 5.01(i) of
the Credit Agreement is hereby amended 
in its entirety to read as follows:


 


(i)                                     Transactions
with Affiliates. Conduct, and cause each of its Restricted Subsidiaries to
conduct, all transactions otherwise permitted under the Loan Documents with any
of their Affiliates on terms that are fair and reasonable and no less favorable
to such Borrower or such Restricted Subsidiary than it would obtain in a
comparable arm’s length transaction with a Person not an Affiliate, other than (i) transactions
between or among the Loan Parties and any Restricted Subsidiaries of the U.S.
Borrower; (ii) reasonable and customary fees paid to members of the U.S.
Borrower’s board of directors; (iii) the transactions permitted by Section 5.02(f);
(iv) the transactions contemplated
by the Last Out Debt Agreement, including among other things the issuance of
one share of Series A Preferred Stock which entitles the Permitted
Investors to elect directors of the U.S. Borrower and the issuance of a Warrant
exercisable into shares of common stock representing 25% of the common stock of
the U.S. Borrower on the date of exercise; and (v) transactions
otherwise expressly permitted hereunder.


 


SECTION 11.                          Amendment to Section 5.02(a)(x) of
the Credit Agreement (Liens). Section 5.02(a)(x) of the Credit
Agreement is hereby amended by deleting therefrom the number “$25,000,000” and
substituting in lieu thereof the number “$15,000,000”.


 


SECTION 12.                          Amendments to Section 5.02(b) of
the Credit Agreement (Debt). Section 5.02(b) of the Credit
Agreement is hereby amended by (a) deleting from clauses (i)(C) and
(ii)(B) thereof the number “$25,000,000” and substituting in lieu thereof
the number “$15,000,000”, (b) deleting from clause (iii)(B) thereof
the number “$50,000,000” and substituting in lieu thereof the number “$25,000,000”,
(c) deleting from each of clause (iii)(D) and clause (iii)(F) thereof
the words “150,000,000 in the aggregate at any time outstanding” and
substituting in lieu thereof the following:


 


$50,000,000 in the aggregate at any time outstanding; provided,
further, that, from and after the Second Amendment Effective Date, no
Borrower or Restricted Subsidiary shall be permitted to create, incur, assume
or suffer to exist any Debt in accordance with this clause unless, immediately
after giving effect to such incurrence and such merger or acquisition, the pro
forma Leverage Ratio, calculated based on the relevant financial statements
most recently delivered pursuant to Section 5.03(b) or (c), as though
such incurrence and merger or acquisition had occurred at the beginning of the
Measurement Period covered thereby, as evidenced by a certificate of the chief
financial officer of the U.S. Borrower furnished to the Lender Parties, is less
than the Leverage Ratio at the end of the Fiscal Quarter or Fiscal Year covered
by such financial statements


 


and (d) deleting the “.” at the end of clause
(iii)(I) thereof and substituting in lieu thereof the following new
proviso:


 


, provided that the U.S. Borrower shall apply
the Net Cash Proceeds of any such Debt in excess of $25,000,000 in the
aggregate incurred or issued after the Second Amendment 


 


18

















 


Effective Date as a mandatory prepayment of the
Advances in accordance with Section 2.06(b)(ii).


 


SECTION 13.                          Amendments to Section 5.02(d) of
the Credit Agreement (Asset Sales). Section 5.02(d) of the Credit
Agreement is hereby amended by (a) deleting the word “and” at the end of
clause (ii)(B) thereof and substituting a “,” in lieu thereof, (b) deleting
the “;” at the end of clause (ii)(C) thereof and substituting in lieu
thereof the following:


 


and (D) no sale or other disposition of assets shall
be permitted by this clause (ii) unless such disposition is for at least
75% cash consideration;


 


(c) deleting the word “and” at the end of clause (iii) thereof
and (d) deleting the “.” at the end of clause (iv) thereof and
substituting in lieu thereof the following:


 


; and


 


(v)                                 the
sale for fair value of up to $5,000,000 of auction rate securities owned by the
U.S. Borrower or any of its Restricted Subsidiaries on the Second Amendment
Effective Date.


 


SECTION 14.                          Amendment to Section 5.02(e) of
the Credit Agreement (Investments in Other Persons). Clauses (ii), (viii),
(xi) and (xiii) of Section 5.02(e) of the Credit Agreement are hereby
amended in their respective entireties to read as follows:


 


(ii)                                  loans
and advances to employees in the ordinary course of business of the U.S.
Borrower and its Restricted Subsidiaries as presently conducted in an aggregate
amount not to exceed $2,000,000 at any time outstanding and other loans and
advances to employees solely for the purchase of capital stock of the U.S.
Borrower not to exceed $5,000,000 at any time outstanding, provided that
each such loan and advance shall be evidenced by a promissory note which shall
be pledged to the Administrative Agent for the benefit of the Secured Parties
pursuant to the Guarantee and Collateral Agreement as security for the
Obligations of such pledgor hereunder;


 


(viii)                        Investments
in Restricted Subsidiaries or in other Persons that become Restricted
Subsidiaries; provided that with respect to all such Investments (A) immediately
before and after giving effect thereto, no Default shall have occurred and be
continuing or would result therefrom; (B) any business acquired or
invested in pursuant to this clause shall comply with the requirements of Section 5.01(e);
(C) immediately after giving effect to such Investment or the acquisition
of a company or business pursuant to this clause, the U.S. Borrower and its
Restricted Subsidiaries shall be in pro forma compliance with the covenants
contained in Section 5.04, calculated based on the relevant financial
statements most recently delivered pursuant to Section 5.03(b) or
(c), as though such Investment or acquisition had occurred at the beginning of
the Measurement Period covered thereby, as evidenced by a certificate of the
chief financial officer of the U.S. Borrower furnished to the Lender Parties
demonstrating such compliance; (D) such Investments are made in the
Canadian Borrower, in entities that are or become Subsidiary 


 


19

















 


Guarantors or in the Mexican Subsidiary, provided
that any such Investments in the Mexican Subsidiary as permitted by this clause
(viii) after the Second Amendment Effective Date shall not exceed
$15,000,000 at any time outstanding plus the aggregate fair market of assets
contributed to the Mexican Subsidiary as permitted by Section 5.02(d)(iii);
and (E) the assets and properties so acquired become, to the extent
required by Section 5.01(j), subject to the Liens of the Collateral
Documents in favor of the Administrative Agent for the benefit of the Secured
Parties;


 


(xi)                                [intentionally
omitted];


 


(xiii)                          other
Investments in an aggregate amount outstanding for all such Investments not to
exceed $25,000,000.


 


SECTION 15.                          Amendment to Section 5.02(f) of
the Credit Agreement (Dividends, Etc.). Section 5.02(f) of the
Credit Agreement is hereby amended in its entirety to read as follows:


 


(f)                                    Dividends,
Etc. In the case only of the U.S. Borrower, declare or pay any dividends,
purchase, redeem, retire, defease or otherwise acquire for value any of its
capital stock or any warrants, rights or options to acquire such capital stock,
now or hereafter outstanding, return any capital to its stockholders as such,
make any distribution of assets, capital stock, warrants, rights, options,
obligations or securities to its stockholders as such, or permit any of its
Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for
value any capital stock of the U.S. Borrower or any warrants, rights or options
to acquire such capital stock or to issue or sell any such capital stock or any
warrants, rights or options to acquire such capital stock, except that, so long
as no Default shall have occurred and be continuing at the time of any action described
below or would result therefrom, (i) the U.S. Borrower may declare and pay
dividends and distributions payable only in common stock of the U.S. Borrower, (ii) the
U.S. Borrower may redeem in whole or in part any capital stock of the U.S.
Borrower for another class of capital stock or rights to acquire capital stock
of the U.S. Borrower or with proceeds from substantially concurrent equity
contributions or issuances of new shares of capital stock; provided that such
other class of capital stock contains terms and provisions at least as
advantageous to the Lender Parties as those contained in the capital stock
redeemed thereby, (iii) the U.S. Borrower may repurchase shares of its
capital stock (and/or options or warrants in respect thereof) held by its
officers, directors and employees, so long as such repurchase is pursuant to,
and in accordance with the terms of, management and/or employee stock plans,
stock subscription agreements on shareholder agreements and (iv) the U.S.
Borrower may issue shares of common stock to the Permitted Investors in respect
of the Warrant (including, if applicable, on a net share settlement basis).


 


SECTION 16.                          Amendment to Section 5.02(g) of
the Credit Agreement (Prepayments, Etc. of Debt). Section 5.02(g) of
the Credit Agreement is hereby amended in its entirety to read as follows:


 


20

















 


(g)                                 Prepayments,
Etc., of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior
to the scheduled maturity thereof in any manner, or make any payment in
violation of any subordination terms of, any Subordinated Debt, other than (i) any
prepayment of Debt owed by any Loan Party to any other Loan Party, (ii) any
exchange of Subordinated Debt for preferred or common stock of the U.S.
Borrower, provided  however that such exchange (A) is made in
satisfaction of any Obligations owed by the U.S. Borrower under, or in
connection with, such Subordinated Debt and (B) shall not result in any
Change of Control and (iii) any exchange of the Senior Subordinated Notes
for Subordinated Debt permitted by Section 5.02(b)(i)(a), provided
that (A) such exchange is made in satisfaction of any Obligations (other
than Obligations which by their terms survive termination of the relevant
documents and are not due and payable) owed by the U.S. Borrower under, or in
connection with, the Senior Subordinated Notes so exchanged and (B) the
annual interest expense required to be paid in cash with respect to such
Subordinated Debt for any calendar year through the Termination Date is not
greater than the annual interest expense required to be paid in cash with
respect to the Senior Subordinated Notes so exchanged immediately prior to such
exchange.


 


SECTION 17.                          Amendment to Section 5.02(j) of
the Credit Agreement (Capital Expenditures). Section 5.02(j) of
the Credit Agreement is hereby in its entirety to read as follows:


 


(j)                                     Capital
Expenditures. From and after the Second Amendment Effective Date, make, or
permit any of its Restricted Subsidiaries to make, any Capital Expenditures
that would cause the aggregate amount of all Capital Expenditures of the U.S.
Borrower and its Restricted Subsidiaries in any Fiscal Year to exceed
$50,000,000, provided that (i) any such amount referred to above,
if not so expended in the Fiscal Year for which it is permitted, may be carried
over for expenditure in the next succeeding Fiscal Year and (ii) Capital
Expenditures made pursuant to this Section during any Fiscal Year shall be
deemed made, first, in respect of amounts permitted for such Fiscal Year
as provided above and, second, in respect of amounts carried over from
the prior Fiscal Year pursuant to clause (i) above.


 


SECTION 18.                          Amendment to Section 5.03
of the Credit Agreement (Reporting Requirements). Section 5.03 of the
Credit Agreement is hereby amended by inserting the following new paragraph (k) at
the end thereof:


 


(k)                                  Monthly
Financials. As soon as available and in any event within 30 days after the
end of each calendar month (commencing with the second Fiscal Quarter of the
2009 Fiscal Year and excluding the last calendar month in any Fiscal Quarter),
a Consolidated management internally generated balance sheet of the U.S.
Borrower and its Restricted Subsidiaries as of the end of such month and the
related Consolidated statements of income and cash flow for the period
commencing at the end of the previous month and ending with the end of such
month, setting forth in comparative form the corresponding figures for the
corresponding period of (A) the preceding Fiscal Year, and 


 


21

















 


(B) the applicable
annual forecast delivered pursuant to Section 5.03(d), all in reasonable
detail and duly certified (subject to quarterly adjustments and year-end audit
adjustments) by the chief financial officer of such U.S. Borrower. If Liquidity
as of the end of such month is less than $50,000,000, the U.S. Borrower shall
deliver to the Lender Parties, within five Business Days following the delivery
of such monthly financial statements, a 13-week cash flow forecast in a form
reasonably satisfactory to the Administrative Agent.


 


SECTION 19.                          Amendment to Section 5.04
of the Credit Agreement (Financial Covenants). Section 5.04 of the
Credit Agreement is hereby amended in its entirety to read as follows:


 


SECTION 5.04. Financial
Covenants. So long as any Advance shall remain unpaid, any Letter of Credit
shall be outstanding or any Lender Party shall have any Commitment hereunder,
the U.S. Borrower will:


 


(a)                                  Senior
Secured Leverage Ratio. Maintain at the end of each Fiscal Quarter a Senior
Secured Leverage Ratio of not more than the ratio set forth below for each
Measurement Period set forth below:


 




	
  Measurement

  Period Ending

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2008

  	
   

  	
  6.00:1

  	
   

  
	
  March 31,
  2009

  	
   

  	
  5.75:1

  	
   

  
	
  June 30,
  2009

  	
   

  	
  6.75:1

  	
   

  
	
  September 30,
  2009

  	
   

  	
  7.00:1

  	
   

  
	
  December 31,
  2009

  	
   

  	
  6.00:1

  	
   

  
	
  March 31,
  2010

  	
   

  	
  5.75:1

  	
   

  
	
  June 30,
  2010

  	
   

  	
  5.25:1

  	
   

  
	
  September 30,
  2010

  	
   

  	
  4.50:1

  	
   

  
	
  December 31,
  2010

  	
   

  	
  3.75:1

  	
   

  






 


(b)                                 Leverage
Ratio. Maintain at the end of each Fiscal Quarter (commencing with the
Fiscal Quarter ending March 31, 2011) a Leverage Ratio of not more than
4.00:1.


 


(c)                                  Interest
Coverage Ratio. Maintain at the end of each Fiscal Quarter an Interest
Coverage Ratio of not less than the ratio set forth below for each Measurement
Period set forth below:


 




	
  Measurement

  Period Ending

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2008

  	
   

  	
  1.30:1

  	
   

  
	
  March 31,
  2009

  	
   

  	
  1.15:1

  	
   

  






 


22

















 




	
  Measurement

  Period Ending

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30,
  2009

  	
   

  	
  0.90:1

  	
   

  
	
  September 30,
  2009

  	
   

  	
  0.85:1

  	
   

  
	
  December 31,
  2009

  	
   

  	
  0.95:1

  	
   

  
	
  March 31,
  2010

  	
   

  	
  1.10:1

  	
   

  
	
  June 30,
  2010

  	
   

  	
  1.20:1

  	
   

  
	
  September 30,
  2010

  	
   

  	
  1.30:1

  	
   

  
	
  December 31,
  2010

  	
   

  	
  1.45:1

  	
   

  
	
  March 31,
  2011 and thereafter

  	
   

  	
  2.75:1

  	
   

  






 


(d)                                 Fixed
Charge Coverage Ratio. Maintain at the end of each Fiscal Quarter a Fixed
Charge Coverage Ratio of not less than the ratio set forth below for each
Measurement Period set forth below:


 




	
  Measurement

  Period Ending

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2008

  	
   

  	
  0.750:1

  	
   

  
	
  March 31,
  2009

  	
   

  	
  0.750:1

  	
   

  
	
  June 30,
  2009

  	
   

  	
  0.600:1

  	
   

  
	
  September 30,
  2009

  	
   

  	
  0.550:1

  	
   

  
	
  December 31,
  2009

  	
   

  	
  0.580:1

  	
   

  
	
  March 31,
  2010

  	
   

  	
  0.675:1

  	
   

  
	
  June 30,
  2010

  	
   

  	
  0.725:1

  	
   

  
	
  September 30,
  2010

  	
   

  	
  0.800:1

  	
   

  
	
  December 31,
  2010

  	
   

  	
  0.850:1

  	
   

  
	
  March 31,
  2011 and thereafter

  	
   

  	
  1.400:1

  	
   

  






 


SECTION 20.                          Amendment to Section 7.02(a) of
the Credit Agreement (Application of Funds). Section 7.02(a) of
the Credit Agreement is amended in its entirety to read as follows:


 


(a)                                  Any
amounts received on account of the Obligations on or after the occurrence of a
Payment Default or Acceleration shall be applied by the Administrative Agent in
the following order:


 


(i)                                     First,
to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (other than principal and interest, but including
fees and expenses of counsel to the Administrative Agent and the First Out
Lenders) payable to the Administrative Agent and the First Out Lenders ratably
among them in proportion to the amounts described in this clause First
payable to them;


 


23

















 


(ii)                                  Second,
to payment of that portion of the First Out Loan Obligations constituting
accrued and unpaid interest on the Advances, ratably among the First Out
Lenders in proportion to the respective amounts described in this clause Second
payable to them;


 


(iii)                               Third,
to payment of that portion of the First Out Loan Obligations constituting
unpaid principal of the Advances and to cash collateralize the aggregate
Available LC Amount of all outstanding Letters of Credit, ratably among the
First Out Lenders in proportion to the respective amounts described in this
clause Third payable to them;


 


(iv)                              Fourth,
to the payment of all other First Out Loan Obligations (other than Unmatured
Surviving Obligations) of the Loan Parties owing under or in respect of the
Loan Documents that are due and payable to the Administrative Agent and the
other Secured Parties on such date, ratably based upon the respective aggregate
amounts of all such First Out Loan Obligations owing to the Administrative
Agent and the other Secured Parties on such date;


 


(v)                                 Fifth,
to payment of that portion of the Last Out Loan Obligations constituting
accrued and unpaid interest on the Last Out Term Advances, ratably among the
Lender Parties in proportion to the respective amounts described in this clause
Fifth payable to them;


 


(vi)                              Sixth,
to payment of that portion of the Last Out Loan Obligations constituting unpaid
principal of the Last Out Term Advances, ratably among the Last Out Lenders in
proportion to the respective amounts described in this clause Sixth
payable to them;


 


(vii)                           Seventh,
to the payment of all other Last Out Loan Obligations (other than Unmatured
Surviving Obligations) of the Loan Parties owing under or in respect of the
Loan Documents that are due and payable to the Last Out Lenders on such date,
ratably based upon the respective aggregate amounts of all such Last Out Loan
Obligations owing to the Last Out Lenders on such date; and


 


(viii)                        Last,
the balance, if any, after all of the Obligations (other than Unmatured
Surviving Obligations) have been indefeasibly paid in full, no Letters of
Credit shall be outstanding that have not been cash collateralized in a manner
satisfactory to the Administrative Agent and the Issuing Bank, no Bank Hedge
Agreements shall remain in effect and the Commitments shall have been
terminated, to the U.S. Borrower or as otherwise required by law.


 


SECTION 21.                          Amendment to Section 9.02(a) of
the Credit Agreement (Notices, Etc.). Section 9.02(a) of the
Credit Agreement is hereby amended by deleting therefrom the following
words:  “, with a copy to KKR at 2800
Sand Hill Road, Suite 200, Menlo Park, CA 
94205, Attn:  Fred Goltz”.


 


24
















 


SECTION 22.  Amendment to Section 9.04(b) of
the Credit Agreement (Costs, Expenses). Section 9.04(b) of the
Credit Agreement is hereby amended by deleting therefrom the following
words:  “, including, without limitation,
any acquisition or proposed acquisition by the Investor Group or any of their
Subsidiaries or Affiliates of all or any portion of the stock or substantially
all the assets of such Borrower or any of its Subsidiaries”.


 


SECTION 23.  Amendments to Section 9.07(a) of
the Credit Agreement (Assignments and Participations). Section 9.07(a) of
the Credit Agreement is hereby amended by (a) deleting the word “and” at
the end of clause (iii) thereof and (b) deleting the “.” at the end
of clause (iv) thereof and substituting in lieu thereof the following:


 


and (v) for the avoidance of doubt, (A) any
assignment of Advances that are Last Out Term Advances shall continue to be
Last Out Term Advances, (B) any assignment of Advances that are PIK
Advances shall continue to be PIK Advances, and (C) the related Assignment
and Acceptance shall expressly provide that the Advances so assigned are Last
Out Term Advances or PIK Advances, as the case may be.


 


SECTION 24.  Amendment to Section 1.1(b) of
the Guarantee and Collateral Agreement (Definitions). The definition of “Borrower
Obligations” in Section 1.1(b) of the Guarantee and Collateral
Agreement is hereby amended in its entirety to read as follows:


 


“Borrower Obligations”:  the collective reference to the unpaid
principal of and interest on the Advances, reimbursement obligations in respect
of Letters of Credit and all other Obligations of the Borrowers (including,
without limitation, interest accruing at the then applicable rate provided in
the Credit Agreement after the maturity of the Advances, reimbursement
obligations in respect of Letters of Credit and the other Obligations and
Post-Petition Interest and Expenses) to the Administrative Agent or any Lender
Party (or, in the case of any Bank Hedge Agreement, any Affiliate of any Lender
Party), whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which may arise under, out of, or
in connection with, the Credit Agreement, this Agreement, the other Loan
Documents, any Letter of Credit, any Bank Hedge Agreement or any other document
made, delivered or given in connection with any of the foregoing, in each case
whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Administrative Agent or to the Lender
Parties that are required to be paid by any Borrower pursuant to the terms of
any of the foregoing agreements).


 


SECTION 25.  Amendment to Section 7.5
of the Guarantee and Collateral Agreement (Application of Proceeds). Section 7.5
of the Guarantee and Collateral Agreement is hereby amended in its entirety to
read as follows:


 


7.5           Application of
Proceeds. If an Event of Default shall have occurred and be continuing, the
Administrative Agent shall apply all or any part of Proceeds constituting
Collateral, whether or not held in any Collateral Account, and any proceeds


 


25

















 


of the guarantee set forth in Section 2, in payment of the
Obligations in the order set forth in Section 7.02(a) of the Credit
Agreement.


 


SECTION 26.  Waiver. The Lenders
hereby waive any Default or Event of Default arising solely by reason of the
failure of the U.S. Borrower to comply with Section 5.04 (Financial
Covenants) of the Credit Agreement, as in effect immediately prior to the
Second Amendment Effective Date, with respect to Measurement Period ending December 31,
2008; provided that (a) the Senior Secured Leverage Ratio for the
Measurement Period ending December 31, 2008 is not more than 6.00:1, (b) the
Interest Coverage Ratio for the Measurement Period ending December 31,
2008 is not less than 1.30:1 and (c) the Fixed Charge Coverage Ratio for
the Measurement Period ending December 31, 2008 is not less than 0.75:1.


 


SECTION 27.  Conditions to
Effectiveness. This Amendment shall become effective upon the date (the “Second
Amendment Effective Date”) on which the Administrative Agent shall have
received:


 


(a)           this Amendment, executed and
delivered by a duly authorized officer of each Borrower;


 


(b)           a duly completed Lender Addendum, in
the form set forth as Exhibit A hereto, or a facsimile transmission
thereof, executed and delivered by the Majority Lenders, the Majority Facility
Lenders, each Canadian Revolving Credit Lender and each U.S. Revolving Credit
Lender (other than any Defaulting Lender);


 


(c)           an executed Acknowledgment and
Consent, in the form set forth as Exhibit B hereto, or a facsimile
transmission thereof, from each Loan Party other than the Borrowers;


 


(d)           favorable opinions of (i) Latham
and Watkins LLP, U.S. counsel for the Borrowers, (ii) Stephen Martin,
General Counsel of the U.S. Borrower, and (iii) Osler, Hoskin &
Harcourt LLP, Canadian counsel for the Canadian Borrower, in each case in form
and substance reasonably satisfactory to the Administrative Agent;


 


(e)           for the account of each Lender that
is included in the calculation of Majority Lenders or Majority Facility Lenders
and that executes and delivers a Lender Addendum to counsel to the
Administrative Agent by 5:00 P.M., New York City time, on February 2,
2009, an amendment fee in an amount equal to 0.75% of the sum of such Lender’s
U.S. Revolving Commitment, Canadian Revolving Credit Commitment and Term
Advances then outstanding; and


 


(f)            all fees required to be paid, and
all reasonable out-of-pocket expenses for which invoices have been presented
(including reasonable fees, disbursements and other charges of counsel to the
Administrative Agent), on or before the Second Amendment Effective Date.


 


26

















 


The Administrative Agent shall notify the Borrowers
and the Lenders of the Second Amendment Effective Date, and such notice shall
be conclusive and binding.


 


SECTION 28.  Effectiveness of Change
in Termination Date. Notwithstanding anything to the contrary contained in
this Amendment, to the extent that the change in the definition of Termination
Date contained in this Amendment postpones the final maturity date for the U.S.
Revolving Credit Facility then (a) if such change is not approved by any
Defaulting Lender that is a U.S. Revolving Credit Lender, such postponement
shall not be enforceable against such Defaulting Lender; and (b) the U.S.
Revolving Credit Commitment of such Defaulting Lender shall terminate on January 31,
2010 without giving effect to such change in the Termination Date and any then
outstanding Advances under the U.S. Revolving Credit Facility owing to such
Defaulting Lender shall be paid in full on January 31, 2010.


 


SECTION 29.  Representations and
Warranties. To induce the Administrative Agent to enter into this Amendment
and to induce the Lenders to consent thereto, each Borrower hereby represents
and warrants to the Administrative Agent and the Lenders that (a) the
representations and warranties made by the Loan Parties in the Loan Documents
are true and correct in all material respects on and as of the Second Amendment
Effective Date, after giving effect to the effectiveness of this Amendment, as
if made on and as of the Second Amendment Effective Date, except to the extent
such representations and warranties expressly relate to a specific earlier
date, in which case such representations and warranties were true and correct
in all material respects as of such earlier date and (b) the most recent
financial statements delivered to the Lender Parties pursuant to Section 5.03(b) of
the Credit Agreement fairly present in all material respects, subject to
year-end audit adjustments, the Consolidated financial condition of the U.S.
Borrower and its Subsidiaries as at September 30, 2008 and the
Consolidated results of the operations of the U.S. Borrower and its
Subsidiaries for the period ended on such date, all in accordance with
generally accepted accounting principles applied on a consistent basis (unless
otherwise expressly noted therein).


 


SECTION 30.  Continuing Effect of
Loan Documents. This Amendment shall not constitute an amendment or waiver
of or consent to any provision of the Credit Agreement or the other Loan Documents
not expressly referred to herein and shall not be construed as an amendment,
waiver or consent to any action on the part of any Borrower or any of its
respective Subsidiaries that would require an amendment, waiver or consent of
the Administrative Agent or the Lenders except as expressly stated herein.
Except as expressly amended or waived hereby, the provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and
effect in accordance with their respective terms.


 


SECTION 31.  Counterparts. This
Amendment may be executed by one or more of the parties to this Amendment on
any number of separate counterparts (including by facsimile), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.


 


27

















 


SECTION 32.  GOVERNING LAW. THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.


 


[The remainder of this page is intentionally
left blank.]


 


28

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their respective proper and
duly authorized officers as of the day and year first above written.


 


 


	
   

  	
   

  	
  ACCURIDE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
     /s/
  William M. Lasky

  
	
   

  	
   

  	
   

  	
  Name: William M. Lasky

  
	
   

  	
   

  	
   

  	
  Title:  
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACCURIDE CANADA INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
     /s/
  David K. Armstrong

  
	
   

  	
   

  	
   

  	
  Name: David K. Armstrong

  
	
   

  	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CITICORP USA, INC., as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
     /s/
  C. P. Mahon

  
	
   

  	
   

  	
   

  	
  Name: C. P. Mahon

  
	
   

  	
   

  	
   

  	
  Title:   Vice
  President

  



 

















 


EXHIBIT A

TO SECOND AMENDMENT


 


FORM OF LENDER ADDENDUM


 


January 28, 2009


 


Reference is made to (a) the Fourth Amended and
Restated Credit Agreement, dated as of January 31, 2005 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Accuride Corporation, Accuride Canada Inc., the Lenders party thereto,
Citicorp USA, Inc., as Administrative Agent, and the other agents parties
thereto, (b) the Guarantee and Collateral Agreement (as defined in the
Credit Agreement) and (c) the Second Amendment (the “Amendment”) to
which a form of this Lender Addendum is attached as Exhibit A. Unless
otherwise defined herein, terms defined in the Amendment and used herein shall
have the meanings given to them in the Amendment.


 


Upon execution and delivery of this Lender Addendum by
the parties hereto as provided in Section 27 of the Amendment, the
undersigned hereby agrees to all of the provisions of the Amendment and
consents to execution by the Administrative Agent of the Amendment.


 


THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


This Lender Addendum may be executed by one or more of
the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.


 

















 


IN WITNESS WHEREOF, the undersigned has caused this
Lender Addendum to be duly executed and delivered by its proper and duly
authorized officer as of the date first written above.


 


 


	
   

  	
   

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 
















 


EXHIBIT B


TO SECOND AMENDMENT


 


LOAN PARTY ACKNOWLEDGMENT AND CONSENT


 


Reference is made to the Credit Agreement described in
the foregoing Amendment (the “Credit Agreement”; terms defined in the
Credit Agreement being used in this Loan Party Acknowledgment and Consent (this
“Acknowledgment and Consent”) with the meanings given to such terms in
the Credit Agreement). Each of the undersigned parties to the Guarantee and
Collateral Agreement and/or one or more other Collateral Documents, in each
case as amended, supplemented or otherwise modified from time to time, hereby (a) consents
to the foregoing Amendment and the transactions contemplated thereby and (b) acknowledges
and agrees that the guarantees and grants of security interests contained in
the Guarantee and Collateral Agreement and other Collateral Documents are, and
shall remain, in full force and effect after giving effect to the foregoing
Amendment and all prior modifications to the Credit Agreement and the Guarantee
and Collateral Agreement.


 


THIS ACKNOWLEDGMENT AND CONSENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


 


 


	
   

  	
  ACCURIDE CUYAHOGA FALLS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCURIDE DISTRIBUTING, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCURIDE EMI, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  ACCURIDE ERIE L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AKW GENERAL PARTNER L.L.C., AS

  GENERAL PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACCURIDE CORPORATION, AS MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCURIDE HENDERSON LIMITED LIABILITY
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACCURIDE CORPORATION, AS MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AKW GENERAL PARTNER L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACCURIDE CORPORATION, AS MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AOT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 

















 


	
   

  	
  ERIE LAND
  HOLDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BOSTROM HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BOSTROM SEATING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BOSTROM SPECIALTY SEATING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BRILLION IRON WORKS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  FABCO AUTOMOTIVE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  GUNITE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUNITE EMI CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IMPERIAL GROUP
  HOLDING CORP. - 1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IMPERIAL GROUP
  HOLDING CORP. - 2

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  IMPERIAL GROUP,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  IMPERIAL GROUP
  HOLDING CORP. – 1, 

  ITS GENERAL PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JAII MANAGEMENT
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRANSPORTATION
  TECHNOLOGIES INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRUCK COMPONENTS
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: