Exhibit 10.1


 


Execution Copy


 


THIRD AMENDMENT AND CONSENT TO
THE FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT; AND FIRST AMENDMENT TO THE AMENDED

AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT


 


This Third Amendment and Consent to the Fourth Amended
and Restated Credit Agreement; and First Amendment to the Amended and Restated
Guarantee and Collateral Agreement (collectively, this “Third Amendment”),
dated as of August 14, 2009, is by and 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”), Citicorp USA, Inc. (“Citicorp”),
as Administrative Agent under the Credit Agreement referred to below (in such
capacity, the “Existing Administrative Agent”), Deutsche Bank Trust
Company Americas (“DBTCA”), as the successor Administrative Agent under
the Credit Agreement referred to below (in such capacity, the “Successor Administrative
Agent”), the undersigned Lenders party to the Credit Agreement and each of
the undersigned Subsidiaries of the U.S. Borrower (the “Subsidiary
Guarantors” and, together with the Borrowers, the “Loan Parties”).  Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement.


 


W  I  T  N  E  S  S  E
T  H:


 


WHEREAS, the Borrowers,
various lenders from time to time party thereto (the “Lenders”), the
Existing Administrative Agent and the other agents and arrangers named therein
are party to that certain Fourth Amended and Restated Credit Agreement, dated
as of January 31, 2005 (as amended, supplemented and/or otherwise modified
to, but not including, the date hereof, the “Credit Agreement”);


 


WHEREAS, the U.S.
Borrower and the Subsidiary Guarantors are party to that certain Amended and
Restated Guarantee and Collateral Agreement, dated as of January 31, 2005,
for the benefit of the Existing Administrative Agent and the Secured Parties
(as amended, supplemented and/or otherwise modified to, but not including, the
date hereof, the “Guarantee and Collateral Agreement”);


 


WHEREAS, the Borrowers,
the Lenders party thereto and the Existing Administrative Agent are party to
that certain Temporary Waiver Agreement, dated as of July 1, 2009 (the “Temporary
Waiver Agreement”), pursuant to which (1) the Existing Administrative
Agent has resigned as the Administrative Agent under the Loan Documents,
effective as of the Third Amendment Effective Date (as defined below); (2) the
Lenders have appointed DBTCA as the Successor Administrative Agent under the
Loan Documents, effective as of the Third Amendment Effective Date; (3) the
U.S. Borrower has consented to the appointment of DBTCA as the Successor
Administrative Agent under the Loan Documents; and (4) DBTCA has accepted
its appointment as the Successor Administrative Agent, subject to, among other
things, execution and delivery of that certain Resignation and Assignment
Agreement, dated the date hereof, in the form of Exhibit A hereto
(the “Resignation and Assignment Agreement”), among the Borrowers, the
other Loan Parties, the Existing Administrative Agent and the Successor
Administrative Agent and this Third Amendment and the delivery of the documents
required under Section IV(1) of this Third Amendment;


 

















 


WHEREAS, the Successor Administrative Agent has
requested that the Majority Lenders reaffirm their consent to such appointment;


 


WHEREAS, in connection
with the Resignation and Assignment Agreement and subject to the terms and
conditions of this Third Amendment, the Successor Administrative Agent has
requested, and the Loan Parties and the Lenders are willing to agree to,
certain amendments to the Credit Agreement and the Guarantee and Collateral
Agreement and certain consents and agreements with respect to the Credit
Agreement, in each case as described herein;


 


WHEREAS, pursuant to Section 9.01
of the Credit Agreement, the consent of the Majority Lenders is required to
effect the amendments, consents and other agreements set forth herein; and


 


WHEREAS, subject to the
terms and conditions of this Third Amendment, the parties hereto wish to amend
and enter into agreements with respect to certain provisions of the Credit
Agreement and the Guarantee and Collateral Agreement;


 


NOW, THEREFORE, it is
agreed:


 


I.                                         Consent With Respect to Credit Agreement.


 


Effective as of the Third Amendment Effective Date,
the Majority Lenders and the Borrowers, in accordance with Section 8.06 of
the Credit Agreement, hereby reaffirm their consent to the appointment of DBTCA
as the Successor Administrative Agent.


 


II.                                     Amendments to Credit Agreement.


 


As of
the Third Amendment Effective Date, and subject to the satisfaction of the
conditions set forth in Section IV hereof:


 


1.                                       Section 1.01 of the Credit Agreement
is hereby amended by inserting the following new definitions in the appropriate
alphabetical order:


 


“DBTCA” means
Deutsche Bank Trust Company Americas.


 


“Interest
Determination Date” means, with respect to any Eurodollar Rate Advance, the
second Business Day prior to the commencement of any Interest Period relating
to such Eurodollar Rate Advance.


 


“Prime Rate” means
the rate which the Administrative Agent announces from time to time as its
prime lending rate, the Prime Rate to change when and as such prime lending
rate changes.  The Prime Rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer by the Administrative Agent, which may make
commercial loans or other loans at rates of interest at, above or below the
Prime Rate.


 


2

















 


“Resignation and
Assignment Agreement” means that certain Resignation and Assignment
Agreement, dated as of August 14, 2009, among the Borrowers, the other
Loan Parties, Citicorp, as Existing Administrative Agent (as such term is
defined therein), and DBTCA, as Successor Administrative Agent (as defined
therein).


 


“Third Amendment”
means the Third Amendment and Consent to the Fourth Amended and Restated Credit
Agreement; and First Amendment to the Amended and Restated Guarantee and
Collateral Agreement, dated as of August 14, 2009.


 


“Third Amendment
Effective Date” has the meaning specified in the Third Amendment.


 


2.                                       Section 1.01 of the Credit Agreement
is hereby further amended by deleting the definitions of “Communications”, “Notice”,
“Reference Banks” and “Platform” appearing in said Section in their
entirety.


 


3.                                       The definition of “Administrative Agent”
appearing in Section 1.01 of the Credit Agreement is hereby amended by
inserting the following text immediately prior to the period (“.”) appearing at
the end of said definition:


 


“; provided that, from and after the Third Amendment Effective
Date, “Administrative Agent” means DBTCA or any of its successors, including
any successor appointed pursuant to Article VIII”.


 


4.                                       The definition of “Administrative Agent’s
Account” appearing in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety as follows:


 


“Administrative Agent’s Account” means the account of the
Administrative Agent maintained by the Administrative Agent at (a) its
office at 60 Wall Street, New York, New York 10005, Reference: Accuride or (b) such
other office of the Administrative Agent located in the United States as may
from time to time hereafter be designated as such in a written notice delivered
by the Administrative Agent to the Borrowers and each Lender.


 


5.                                       The definition of “Base Rate” appearing
in Section 1.01 of the Credit Agreement is hereby amended and restated in
its entirety as follows:


 


“Base Rate” means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Federal
Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the
Eurodollar Rate for a Eurodollar Rate Advance denominated in U.S. dollars with
a one-month interest period commencing on such day plus 1.0%.  For purposes of clause (c) of this
definition, the Eurodollar Rate shall be determined using the Eurodollar Rate
as otherwise determined by the Administrative Agent in accordance with the
definition of Eurodollar Rate, except that (x) if a given day is a
Business Day, such determination shall be made on such day (rather than on the
second Business Day prior to the first day of an Interest Period) or (y) if
a given day is not a Business Day, the Eurodollar Rate for such day shall be
the rate determined by the Administrative Agent pursuant to preceding clause (x) for
the most recent Business Day


 


3

















 


preceding such day; provided that the determination of the
Eurodollar Rate shall disregard the rounding requirement set forth in the
definition of Eurodollar Rate.


 


6.                                       The definition of “Borrower’s Account”
appearing in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety as follows:


 


“Borrower’s Account” means, with respect to each Borrower, the
account of such Borrower maintained by such Borrower with the Administrative
Agent at its office at (i) 60 Wall Street, New York, New York 10005 or (ii) such
other office of the Administrative Agent as may from time to time hereafter be
designated as such in a written notice delivered by the Administrative Agent to
the Borrowers and each Lender.


 


7.                                     The definition of “Eurodollar Rate”
appearing in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety as follow:


 


“Eurodollar Rate” means, for any Interest Period for all
Eurodollar Rate Advances comprising part of the same Borrowing, an interest
rate per annum equal to the rate per annum obtained by dividing (a) the
rate per annum (rounded upward to the nearest whole multiple of 1/16 of 1% per
annum) at which deposits in U.S. dollars are offered by the principal office of
the Administrative Agent in London, England to first-class banks in the London
interbank market at 11:00 A.M. (London time) for U.S. dollar deposits of
amounts in immediately available funds comparable to the outstanding principal
amount of the Eurodollar Rate Advance of the Administrative Agent (in its
capacity as a Lender) (or, if the Administrative Agent is not a Lender with
respect thereto, taking the average principal amount of the Eurodollar Rate
Advance then being made by the various Lenders pursuant thereto)) with maturities
comparable to the Interest Period applicable to such Eurodollar Rate Advance
commencing two Business Days thereafter as of 10:00 A.M. (New York City
time) on the applicable Interest Determination Date by (b) a percentage
equal to 100% minus the Eurodollar Rate Reserve Percentage for such Interest
Period.  The Eurodollar Rate for any
Interest Period for each Eurodollar Rate Advance comprising part of the same
Borrowing shall be determined by the Administrative Agent, subject, however,
to the provisions of Section 2.07. 
Notwithstanding the foregoing, the Eurodollar Rate shall not be less
than 3.00% per annum.


 


8.                                       The definition of “Guarantee and
Collateral Agreement” appearing in Section 1.01 of the Credit Agreement is
hereby amended by inserting the following text immediately prior to the period
(“.”) appearing at the end of said definition:


 


“, as such agreement may be amended, supplemented or otherwise modified
from time to time”.


 


9.                                     The definition of “Liquidity” appearing
in Section 1.01 of the Credit Agreement is hereby amended by deleting the
text “Citibank, N.A.” appearing in said definition and inserting the text “DBTCA”
in lieu thereof.


 


10.                                 The definition of “Loan Documents”
appearing in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting
the text “and” appearing immediately prior to the text “(v)” in clause (a) of
said definition and inserting a comma (“,”) in lieu thereof, (ii) inserting


 


4

















 


the text “and (vi) the
Resignation and Assignment Agreement” immediately following the text “each
Letter of Credit” appearing in clause (a) of said definition, (iii) deleting
the text “and” appearing immediately prior to the text “(vi)” in clause (b) of
said definition and inserting a comma (“,”) in lieu thereof and (iv) inserting
the text “and (vii) the Resignation and Assignment Agreement” immediately
following the text “each Bank Hedge Agreement” appearing in clause (b) of
said definition.


 


11.                                 Section 1.04 of the Credit Agreement
is hereby amended by deleting the text “Citibank” appearing in said Section and
inserting the text “DBTCA” in lieu thereof.


 


12.                             Section 2.07(c) of the Credit
Agreement is hereby amended by deleting the text “, and the applicable rate, if
any, furnished by each Reference Bank for the purpose of determining the
applicable interest rate under clause (a)(ii)” appearing in said Section.


 


13.                                 Section 2.07(d) of the Credit
Agreement is hereby amended and restated in its entirety as follows:


 


“(d)                           Interest Rate Determination. Upon each Interest Determination Date,
the Administrative Agent shall determine the Eurodollar Rate for each Interest
Period applicable to the respective Eurodollar Loans and shall promptly notify
the Borrower and the Lenders thereof. 
Each such determination shall, absent manifest error, be final and
conclusive and binding on all parties hereto. 
If on any Interest Determination Date, the Administrative Agent
determines that, by reason of any changes arising after the date of this
Agreement affecting the interbank Eurodollar market, adequate and fair means do
not exist for ascertaining the applicable interest rate on the basis provided
for in the definition of Eurodollar Rate, the Administrative Agent shall
forthwith notify the Appropriate Borrower and the Lenders that the interest
rate cannot be determined for such Eurodollar Rate Advances and (A) each
such Advance will automatically, on the last day of the then existing Interest
Period therefor, convert into a Base Rate Advance (or if such Advance is then a
Base Rate Advance, will continue as a Base Rate Advance), and (B) the
obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Appropriate Borrower and the Lenders that the circumstances causing such
suspension no longer exist.”.


 


14.                                 Section 2.08(a) of the Credit
Agreement is hereby amended by (i) deleting the text “average” immediately
before the text “daily Unused U.S. Revolving Credit Commitment” appearing in
said Section, (ii) deleting the text “only” immediately after the text “Lender
that is a U.S. Revolving Credit Lender” appearing in said Section and (iii) deleting
the text “average” immediately before the text “daily outstanding Swing Line Advances”
appearing in said Section.


 


15.                                 Section 2.08(b)(i) of the
Credit Agreement is hereby amended by deleting the text “average” immediately
before the text “daily aggregate Available LC Amount” appearing in said
Section.


 


16.                                 Section 2.08(b)(ii) of the
Credit Agreement is hereby amended by deleting the text “average” immediately
before the text “daily aggregate Available LC Amount” appearing in said
Section.


 


5

















 


17.                                 Section 2.15(c) of the Credit
Agreement is hereby amended by deleting each reference to “Citibank” appearing
in said Section and inserting the text “DBTCA” in lieu thereof.


 


18.                                 Section 5.02(b)(iii)(E) of the
Credit Agreement is hereby amended by deleting the text “indorsement” appearing
in said Section and inserting the text “endorsement” in lieu thereof.


 


19.                               Section 8.01 of the Credit Agreement
is hereby amended by inserting the text “irrevocably” immediately prior to the
text “appoints” appearing in the first sentence of said Section.


 


20.                                 Section 8.01 of the Credit Agreement
is hereby further amended by inserting the following new sentences immediately
following the first sentence of said Section:


 


“The Administrative Agent shall not have any duties or responsibilities
except those expressly set forth in this Agreement and in the other Loan
Documents, and the Administrative Agent may perform any of its respective
duties hereunder by or through its officers, directors, agents, employees or
affiliates.  The duties of the
Administrative Agent shall be mechanical and administrative in nature; the
Administrative Agent shall not have by reason of this Agreement or any other
Loan Document a fiduciary relationship in respect of any Lender or the holder
of any Note; and nothing in this Agreement or in any other Loan Document,
expressed or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations in respect of this Agreement or any
other Loan Document except as expressly set forth herein or therein.”.


 


21.                                 Section 8.01 of the Credit Agreement
is hereby further amended by inserting the text “not incur any liability to any
Lender Party and shall” immediately prior to the text “be fully protected”
appearing in the fourth sentence (after giving effect to the amendments set
forth in preceding paragraph 20) of said Section.


 


22.                                 Section 8.01 of the Credit Agreement
is hereby further amended by inserting the following new sentence immediately
prior to the last sentence of said Section:


 


“Without limiting
the foregoing, neither any Lender nor the holder of any Note shall have any
right of action whatsoever against the Administrative Agent as a result of the
Administrative Agent acting or refraining from acting hereunder or under any
other Loan Document in accordance with the instructions of the Majority Lenders
(or, if so specified by this Agreement, any applicable greater percentage of
Lenders).”.


 


23.                                 Section 8.02 of the Credit Agreement
is hereby amended and restated in its entirety as follows:


 


“Section 8.02. 
Administrative Agent’s Reliance, Etc.  Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken
or omitted to be taken by it or them under or in connection with the Loan
Documents, except for its or their own gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and
non-appealable decision).  Without
limitation of the generality of the foregoing, the Administrative Agent:  (a) may


 


6

















 


deem and treat the
payee of any Note as the holder thereof until the Administrative Agent receives
and accepts an Assignment and Acceptance entered into by the Lender that is the
payee of such Note, as assignor, and an Eligible Assignee, as assignee, as
provided in Section 9.07; (b) with respect to any request, authority
or consent of any Person who, at the time of making such request or giving such
authority or consent, is the holder of any Note, may consider as conclusive and
binding any such request, authority or consent of  such Person, as applicable, on any subsequent
holder, transferee, assignee or endorsee, as the case may be, of such Note or
of any Note or Notes issued in exchange therefore; (c) may consult with
legal counsel (including counsel for any Loan Party), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (d) makes no warranty or
representation to any Lender Party and shall not be responsible to any Lender
Party for any recitals, statements, information, warranties or representations
(whether written or oral) made in or in connection with the Loan Documents; (e) shall
not have any duty to ascertain or to inquire as to (x) the performance or
observance of any of the terms, provisions, covenants or conditions of this
Agreement or any Loan Document on the part of any Loan Party, (y) the financial
condition of any Loan Party or (z) the existence or possible existence of
any Default; (f) shall not have any duty to inspect the property
(including the books and records) of any Loan Party; (g) shall not be
responsible to any Lender Party for the due execution, legality, validity,
enforceability, genuineness, collectibility, sufficiency or value of any Loan
Document, the financial condition of the Borrowers or any of their Subsidiaries
or the perfection or priority of any lien or security interest created or
purported to be created under or in connection with, any Loan Document or any
other instrument or document furnished pursuant thereto; and (h) shall
incur no liability under or in respect of any Loan Document by acting upon any
notice, statement, consent, order, certificate or other instrument or writing
(which may be by telegram, telecopy, telex, cablegram or electronic mail) or
telephone message believed by it to be genuine and signed, sent or made by the
proper party or parties.”.


 


24.                                 Section 8.03 of the Credit Agreement
is hereby amended by (i) deleting each reference to “Citicorp” appearing
in said Section and inserting the text “DBTCA” in lieu thereof, (ii) inserting
the text “or any similar terms” immediately before the text “shall, unless
otherwise expressly indicated” appearing in said Section, (iii) deleting
the text “any kind of business with” appearing in the second sentence of said Section and
inserting the text “any kind of banking, investment banking, trust or other
business with, or provide debt financing, equity capital or other services
(including financial advisory services) to,” in lieu thereof and (iv) inserting
the following new sentence immediately after the last sentence of said Section:


 


“DBTCA may accept
fees and other consideration from any Loan Party or any Affiliate of any Loan
Party for services in connection with this Agreement and otherwise without
having to account for the same to the Lender Parties.”.


 


25.                                 Section 8.04 of the Credit Agreement
is hereby amended by inserting the following new sentence at the end of said
Section:


 


7

















 


“Except as expressly provided in this Agreement, the Administrative
Agent shall not have any duty or responsibility, either initially or on a
continuing basis, to provide any Lender Party or the holder of any Note with
any credit or other information with respect thereto, whether coming into its
possession before the making of the Loans or at any time or times thereafter.”.


 


26.                                 Section 8.05(a) of the Credit
Agreement is hereby amended by (i) inserting the text “(or any affiliate
thereof) in performing its duties hereunder or under any other Loan Document or”
immediately following the text “or asserted against the Administrative Agent”
appearing in said Section and (ii) inserting the text “(as determined
by a court of competent jurisdiction in a final and non-appealable decision)”
immediately following the text “gross negligence or willful misconduct”
appearing in said Section.


 


27.                                 Section 8.06 of the Credit Agreement
is hereby amended by (i) deleting the text “and may be removed as to all
of the Facilities at any time with or without cause by the Majority Lenders”
appearing in the first sentence of said Section, (ii) deleting the text “or
removal” appearing in the second sentence of said Section, (iii) deleting
the text “or been removed” appearing in the second sentence of said Section; (iv) inserting
the text “and such consent not to be required if an Event of Default then
exists” immediately following the text “withheld or delayed” appearing in the
second sentence of said Section, (v) deleting the text “30 days” appearing
in the third sentence of said Section and inserting the text “15 Business
Days” in lieu thereof, (vi) deleting the text “or the Majority Lenders’
removal of the retiring Administrative Agent” appearing in the third sentence
of said Section, (vii) inserting the text “and such consent not to be
required if an Event of Default then exists” immediately following the text “withheld
or delayed” appearing in the third sentence of said Section and (viii) inserting
the text “or trust company” immediately following the text “commercial bank”
appearing in the third sentence of said Section.


 


28.                                 Section 8.06 of the Credit Agreement
is hereby further amended by inserting the following new sentences immediately
following the second sentence of said Section:


 


“Such successor Administrative Agent shall serve until such time, if
any, as the Majority Lenders appoint a new successor Administrative Agent as
provided above.  If no successor
Administrative Agent has been appointed by the 20th Business Day after the date
such notice of resignation was given by the retiring Administrative Agent, such
retiring Administrative Agent’s resignation shall become effective and the
Majority Lenders shall thereafter perform all the duties of the Administrative
Agent hereunder and/or under any other Loan Document with respect to the
Facility or Facilities as to which the retiring Administrative Agent has resigned
until such time, if any, as the Majority Lenders appoint a successor
Administrative Agent as provided above.”.


 


29.                               Section 8.06 of the Credit Agreement
is hereby further amended by inserting the following new sentence immediately
prior to the last sentence of said Section:


 


“Notwithstanding the foregoing, the retiring Administrative Agent shall
be discharged from its duties and obligations hereunder and under the other
Loan Documents with respect to any Facility or Facilities upon the
effectiveness of its resignation pursuant to the fourth sentence of this Section 8.06.”.


 


8
















 


30.                                 Section 8.06
of the Credit Agreement is hereby further amended by (i) deleting the text
“or removal” appearing in the last sentence of said Section, (ii) inserting
the text “Administrative Agent shall remain indemnified to the extent provided
in this Agreement and the other Loan Documents, and the” immediately prior to
the text “provisions of this Article VIII” appearing in the last sentence
of said Section and (iii) inserting the text “and Section 9.04
(and the analogous provisions of the other Loan Documents)” immediately
following the text “this Article VIII” appearing in the last sentence of
said Section.


 


31.                                 Article VIII
of the Credit Agreement is hereby further amended by inserting the following
new Sections 8.08 and 8.09 at the end thereof:


 


“SECTION 8.08.  Collateral Matters.


 


(a)                                 Each Lender
authorizes and directs the Administrative Agent to enter into the Collateral
Documents for the benefit of the Lenders and the other Secured Parties.  Each Lender hereby agrees, and each holder of
any Note by the acceptance thereof will be deemed to agree, that, except as
otherwise set forth herein, any action taken by the Majority Lenders in
accordance with the provisions of this Agreement or the Collateral Documents,
and the exercise by the Majority Lenders of the powers set forth herein or
therein, together with such other powers as are reasonably incidental thereto,
shall be authorized and binding upon all of the Lenders.  The Administrative Agent is hereby authorized
on behalf of all of the Lenders, without the necessity of any notice to or
further consent from any Lender, from time to time prior to an Event of
Default, to take any action with respect to any Collateral or Collateral
Documents which may be necessary to perfect and maintain perfected the security
interest in and liens upon the Collateral granted pursuant to the Collateral
Documents.


 


(b)                                 The
Administrative Agent shall have no obligation whatsoever to the Lenders or to
any other Person to assure that the Collateral exists or is owned by any Loan
Party or is cared for, protected or insured or that the Liens granted to the
Administrative Agent herein or pursuant hereto have been properly or
sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise or to continue exercising
at all or in any manner or under any duty of care, disclosure or fidelity any
of the rights, authorities and powers granted or available to the
Administrative Agent in this Section 8.08 or in any of the Collateral
Documents, it being understood and agreed that in respect of the Collateral, or
any act, omission or event related thereto, the Administrative Agent may act in
any manner it may deem appropriate, in its sole discretion, given the
Administrative Agent’s own interest in the Collateral as one of the Lenders and
that the Administrative Agent shall have no duty or liability whatsoever to the
Lenders, except for its gross negligence or willful misconduct (as determined
by a court of competent jurisdiction in a final and non-appealable decision).


 


SECTION 8.09.  Delivery of Information.  The Administrative Agent shall not be
required to deliver to any Lender originals or copies of any documents,
instruments, notices, communications or other information received by the
Administrative Agent from any Loan Party, any Subsidiary of any Loan Party, the
Majority Lenders, any Lender or 


 


9

















 


any other Person under or
in connection with this Agreement or any other Loan Document except (i) as
specifically provided in this Agreement or any other Loan Document and (ii) as
specifically requested from time to time in writing by any Lender with respect
to a specific document, instrument, notice or other written communication received
by and in the possession of the Administrative Agent at the time of receipt of
such request and then only in accordance with such specific request.”.


 


32.                                 Section 9.02(a) of
the Credit Agreement is hereby amended and restated in its entirety as follows
and re-numbered as Section 9.02:


 


“SECTION 9.02.  Notices, Etc.  All notices and other communications provided
for hereunder shall be in writing (including telegraphic or telecopy
communication) and mailed, telegraphed, telecopied or delivered, if to the U.S.
Borrower, to its address at P.O. Box 15600, 7140 Office Circle,
Evansville, IN 47716, Attn:  Office of
General Counsel; if to the Canadian Borrower, addressed to it c/o the U.S.
Borrower at the U.S. Borrower’s address; if to any Initial Lender or the
Initial Issuing Bank, to its Domestic Lending Office specified opposite its
name on Schedule I hereto; if to any other Lender Party, to its Domestic
Lending Office specified in the Assignment and Acceptance pursuant to which it
became a Lender Party; and if to the Administrative Agent, to its address at 60
Wall Street, at Deutsche Bank Trust Company Americas, 60 Wall Street, MS
NYC60-0208, New York, New York 10005, Attention: Omayra Laucella; or, as to
either Borrower or the Administrative Agent, to such other address as shall be
designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the U.S. Borrower and the Administrative Agent pursuant to
this Section 9.02; provided that materials required to be delivered
pursuant to Section 5.03(b), (c) and (i) shall be delivered to
the Administrative Agent in an electronic medium in a format reasonably
acceptable to the Administrative Agent. 
All such notices and communications shall, when mailed, telegraphed,
telecopied or e-mailed, be effective when deposited in the mails, delivered to
the telegraph company, transmitted by telecopier or confirmed by e-mail,
respectively, except that notices and communications to the Administrative
Agent pursuant to Sections 2.02, 2.03, 2.05, 2.06(a) and 2.09(a) and
with respect to selected Interest Periods in respect of Eurodollar Rate
Advances shall not be effective until received by the Administrative
Agent.  Delivery by telecopier of an
executed counterpart of any amendment or waiver of any provision of this
Agreement or the Notes or of any Exhibit hereto to be executed and
delivered hereunder shall be effective as delivery of a manually executed
counterpart thereof.”.


 


33.                                 Article IX
of the Credit Agreement is hereby amended by deleting Sections 9.02(b) and
(c) in their entirety.


 


34.                                 Section 9.14(a) of
the Credit Agreement is hereby amended by deleting the text “Citibank”
appearing in said Section and inserting the text “DBTCA” in lieu thereof.


 


35.                                 Exhibits A-1, A-2 and A-3 to the Credit
Agreement are hereby amended by (i) deleting the text “Citicorp USA, Inc.”
appearing in the third paragraph of each such Exhibit and inserting the
text “Deutsche Bank Trust Company Americas” in lieu thereof and (ii) deleting
the 


 


10

















 


text “Citibank,
N.A., 399 Park Avenue, New York, New York 10043” appearing in the first
sentence of the third paragraph of each such Exhibit and inserting the
text “Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York
10005” in lieu thereof.


 


36.                               Exhibit B
to the Credit Agreement is hereby amended by (i) deleting the text
“Citicorp USA, Inc.” appearing in the address block of said Exhibit and
inserting the text “Deutsche Bank Trust Company Americas” in lieu thereof and (ii) deleting
the text “388 Greenwich Street, New York, New York 10013” appearing in the
address block of said Exhibit and inserting the text “60 Wall Street, New
York, New York 10005” in lieu thereof.


 


37.                               Exhibit C
to the Credit Agreement is hereby amended by (i) inserting the text
“together with any successor in such capacity,” immediately prior to the text
“, the “Administrative Agent””  appearing in the first paragraph therein and (ii) deleting
the text “Citicorp USA, Inc.” appearing in the signature blocks thereto
and inserting the text “Deutsche Bank Trust Company Americas” in lieu thereof.


 


38.                               Exhibit J
to the Credit Agreement is hereby amended by (i) deleting each reference
to “Citicorp USA, Inc.” appearing therein and inserting the text “Deutsche
Bank Trust Company Americas” (or, in the case of the signature blocks thereto,
“DEUTSCHE BANK TRUST COMPANY AMERICAS”) in lieu thereof, (ii) deleting
each reference to the text “2005” appearing therein and inserting the text “20  ”
in lieu thereof, (iii) deleting the text “Cynthia Parker, Simpson Thacher &
Bartlett LLP, 425 Lexington Avenue, New York, New York 10017” appearing therein
and inserting the text “Amy Delsack, White & Case LLP, 1155 Avenue of
the Americas, New York, New York 10036” in lieu thereof and (iv) deleting
the text “388 Greenwich Street, New York, New York 10013” appearing in the
address block in Section 9.01 of said Exhibit and inserting the text
“60 Wall Street, New York, New York 10005” in lieu thereof.


 


39.                               Exhibit K
to the Credit Agreement is hereby amended by (i) inserting the text
“together with any successor in such capacity,” immediately prior to the text
“, the “Administrative Agent”” appearing in the first paragraph therein
and (ii) deleting the reference to “Citicorp USA, Inc.” appearing in
the signature blocks thereto and inserting the text “Deutsche Bank Trust
Company Americas” in lieu thereof.


 


III.                                 Amendments to Guarantee and
Collateral Agreement.


 


As of the Third Amendment
Effective Date:


 


1.                                       The cover page to
the Guarantee and Collateral Agreement is hereby amended by deleting the text
“CITICORP USA, INC.” and inserting the text “DEUTSCHE BANK TRUST COMPANY
AMERICAS” in lieu thereof.


 


2.                                       The preamble to
the Guarantee and Collateral Agreement is hereby amended by inserting the text
“, together with any successor in such capacity” immediately prior to the text
“, the “Administrative Agent”” appearing therein.


 


3.                                       Section 1.1
of the Guarantee and Collateral Agreement is hereby amended by inserting the
following new definition in the appropriate alphabetical order:


 


11

















 


“Accuride Erie” means
Accuride Erie L.P., a Delaware limited partnership.


 


“DBTCA” means
Deutsche Bank Trust Company Americas.


 


4.                                       Section 1.1
of the Guarantee and Collateral Agreement is hereby further amended by deleting
the definition of “Cash Collateral Account Letter” appearing in said Section in
its entirety.


 


5.                                       The definition
of “Cash Collateral Account” appearing in Section 1.1(b) of the
Guarantee and Collateral Agreement is hereby amended and restated in its
entirety as follows:


 


“Cash
Collateral Account”: (a) with respect to each Borrower, the cash
collateral account opened with DBTCA at its offices at 60 Wall Street, MSNYC
60-0208, New York, New York, 10005.  All
Cash Collateral Accounts have been opened pursuant to and for the purposes set
forth in Section 2.06(viii) of the Credit Agreement and Section 4.1
of this Agreement, and are under the sole and exclusive dominion and control of
the Administrative Agent and subject to the terms of this Agreement.


 


6.                                       The definition
of “Securities Account” appearing in Section 1.1(b) of the Guarantee
and Collateral Agreement is hereby amended and restated in its entirety as
follows:


 


“Securities
Account”:  the Borrower’s Account,
Account No. 069-108472, with Fifth Third Securities, Inc. at its
office at 5050 Kingsley Drive, Cincinnati, Ohio 45263.


 


7.                                       Section 4.1(a)(i) of
the Guarantee and Collateral Agreement is hereby amended and restated in its
entirety as follows:


 


“(i)                               each of the
Borrowers will maintain its Cash Collateral Account with DBTCA in accordance
with the terms of this Agreement.  The
Administrative Agent shall have sole and exclusive dominion and control of each
Cash Collateral Account subject to the terms of this Agreement; and”.


 


8.                                       The
Acknowledgement and Consent for the Guarantee and Collateral Agreement is
hereby amended by deleting the reference to “Citicorp USA, Inc.” appearing
therein and inserting the text “Deutsche Bank Trust Company Americas” in lieu
thereof.


 


9.                                        Annex 1 to the
Guarantee and Collateral Agreement is hereby amended by deleting the reference
to “Citicorp USA, Inc.” appearing therein and inserting the text “Deutsche
Bank Trust Company Americas” in lieu thereof.


 


10.                                 Exhibit A
to the Guarantee and Collateral Agreement is hereby amended and restated in its
entirety as follows:


 


“[Intentionally
Omitted]”.


 


11.                                 Exhibits B, C,
D, E and F to the Guarantee and Collateral Agreement are hereby amended by
deleting each reference to “Citicorp USA, Inc.” appearing in each such Exhibit and



 


12

















 


inserting the text “Deutsche Bank Trust
Company Americas” (or, in the case of any signature blocks thereto, “DEUTSCHE
BANK TRUST COMPANY AMERICAS”) in lieu thereof.


 


12.  Exhibits E and F to the Guarantee and
Collateral Agreement are hereby further amended by deleting each reference to
“CUSA” appearing in said Exhibits and inserting the text “DBTCA” in lieu
thereof.


 


IV.                                 Conditions to Effectiveness.


 


This Third Amendment shall
become effective as of the date (the “Third Amendment Effective Date”)
on which each of the following conditions precedent shall have been satisfied:


 


1.                                       Conditions
Precedent under the Resignation and Assignment Agreement.  All of the conditions precedent to
effectiveness listed in Section 5 of the Resignation and Assignment
Agreement shall have been satisfied.


 


2.                                       Corporate and
Other Proceedings.  All
corporate and other proceedings, and all documents, instruments and other legal
matters in connection with the transactions contemplated by this Third
Amendment shall be satisfactory in all respects to the Successor Administrative
Agent and the Existing Administrative Agent.


 


3.                                       Costs and
Expenses.  As provided
in Section 9.04 of the Credit Agreement, the Borrowers shall have
reimbursed the Existing Administrative Agent and the Successor Administrative
Agent for all reasonable fees, costs and out-of-pocket expenses due and payable
by the Borrowers pursuant to the Loan Documents, including such costs and
expenses (including reasonable attorneys’ fees) for advice, assistance, or
other representation in connection with the preparation, execution and delivery
of this Third Amendment.


 


V.                                     Certain Covenants and
Agreements.


 


1.                                       The Borrowers
hereby covenant and agree that, after giving effect to this Third Amendment,
the resignation of Citicorp as the Existing Administrative Agent and the
appointment of DBTCA as the Successor Administrative Agent, the Borrowers and
the Subsidiary Guarantors shall take such other actions and deliver such
documents, at their sole cost and expense, as are reasonably requested by the
Successor Administrative Agent, and the Borrowers shall otherwise comply in all
respects with Section 5.01(j) of the Credit Agreement and Sections
5.2(e) and (f) of the Temporary Waiver Agreement in accordance with
the terms thereof.


 


2.                                       Any breach by
the U.S. Borrower or any of its Subsidiaries of its obligations under this Section V
shall constitute a default under Section 7.01(d) of the Credit
Agreement for all purposes of the Credit Agreement and the other Loan
Documents.


 


13

















 


VI.                                 Miscellaneous Provisions.


 


1.                                       Reaffirmation. Each Loan
Party acknowledges and agrees that (i) all Obligations of the Borrowers
shall continue to be fully guaranteed pursuant to the Guarantee and Collateral
Agreement and (ii) all Obligations of the Loan Parties continue to be
fully secured pursuant to the Security Documents.


 


2.                                       Representations
and Warranties.  In order to
induce the Lenders to enter into this Third Amendment, each Borrower hereby
represents and warrants that:


 


(i)                                     other than the
Scheduled Defaults (as defined in the Temporary Waiver Agreement), no event has
occurred and is continuing, or would result from the effectiveness of the Third
Amendment, that constitutes a Default;


 


(ii)                                  all of the
representations and warranties contained in the Credit Agreement and the other
Loan Documents are correct in all material respects on and as of the Third
Amendment Effective Date (except with respect to or as may be affected by the
Scheduled Defaults), both immediately before and immediately after giving
effect thereto, with the same effect as though such representations and
warranties had been made on and as of the Third Amendment Effective Date (it
being understood that any representation or warranty made as of a specific date
shall be true and correct in all material respects as of such specific date);


 


(iii)                               after
conducting a commercially reasonable inquiry regarding the accuracy of Schedules
3, 4 and 5 to the Resignation and Assignment Agreement, to
the Borrowers’ knowledge (a) Schedule 3 contains a complete list of
all possessory Collateral and security filings related to the Collateral
delivered to the Existing Administrative Agent, (b) Schedule 4
contains a complete list of all Mortgages granted to the Existing
Administrative Agent (or, to the extent any such Mortgage is a deed of trust,
such deed of trust granted to the trustee therein, for the benefit of the
Existing Administrative Agent) for the benefit of the Secured Parties and (c) Schedule
5 and Schedule 6 combined contain a list of all Cash Concentration
Account Letters, Control Agreements and Pledged Account Letters (each as
defined in the Guarantee and Collateral Agreement) entered into with the
Existing Administrative Agent and still in effect as of the Third Amendment
Effective Date;


 


(iv)                              the execution,
delivery and performance by each Loan Party of this Third Amendment has been
duly authorized by all requisite corporate or other action on the part of such
Loan Party and will not violate any of the certificates or articles of
incorporation, certificates of formation, limited liability company agreements
or by-laws (or equivalent organizational documents) of such Loan Party; and


 


(v)                                 this Third
Amendment has been duly executed and delivered by each Loan Party, and each of
this Third Amendment and the Loan Documents as amended or otherwise modified
hereby constitutes the legal, valid and binding obligation of such Loan Party,
enforceable against such Loan Party in accordance with their terms, except as 


 


14

















 


may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally or by general principles of equity.


 


3.                                       No Waiver.  This Third Amendment is limited as specified
and shall not constitute a modification, acceptance or waiver of any other
provision of the Credit Agreement or any other Loan Document.


 


4.                                       Counterparts.  This Third Amendment may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered shall be
an original, but all of which shall together constitute one and the same
instrument.  A complete set of counterparts shall be lodged with the U.S.
Borrower, the Existing Administrative Agent and the Successor Administrative
Agent.  Delivery of an executed
counterpart of this Third Amendment by email or facsimile shall be effective as
delivery of a manually executed counterpart of this Third Amendment.


 


5.                                       Governing Law.  THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES
THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


6.                                       References to
Loan Documents.  From and
after the Third Amendment Effective Date, all references in the Credit
Agreement and each of the other Loan Documents, as amended from time to time,
to the Credit Agreement (or, in the case of the Credit Agreement, “this
Agreement”) shall be deemed to be a reference to the Credit Agreement and each
other Loan Document as modified hereby on the Third Amendment Effective Date
pursuant to the terms of this Third Amendment.


 


7.                                       Severability.  The fact that any term or provision of this
Third Amendment (or of the Credit Agreement, to the extent modified pursuant to
this Third Amendment) is held invalid, illegal or unenforceable as to any
person in any situation in any jurisdiction shall not affect the validity,
enforceability or legality of the remaining terms or provisions hereof or the
validity, enforceability or legality of such offending term or provision in any
other situation or jurisdiction or as applied to any person.


 


8.                                       Waiver of Jury
Trial.  EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO
THIS THIRD AMENDMENT.


 


*         
*          *


 


15

















 


IN WITNESS WHEREOF, the
parties hereto have caused their duly authorized officers to execute and
deliver this Third Amendment as of the date first above written.


 


	
   

  	
  ACCURIDE CORPORATION,

  
	
   

  	
  as U.S. Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ William M. Lasky

  
	
   

  	
  Name: 

  	
  William
  M. Lasky

  
	
   

  	
  Title:

  	
  President
  and Chief Executive

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCURIDE CANADA INC.,

  
	
   

  	
  as Canadian Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ William M. Lasky

  
	
   

  	
  Name: 

  	
  William
  M. Lasky

  
	
   

  	
  Title:

  	
  President
  and Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITICORP USA, INC., as
  Existing

  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Miles D. McManus

  
	
   

  	
  Name: 

  	
  Miles
  D. McManus

  
	
   

  	
  Title:

  	
  Vice
  President and Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS,

  as Successor Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Omayra Laucella

  
	
   

  	
  Name: 

  	
  Omayra
  Laucella

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Erin Morrissey

  
	
   

  	
  Name: 

  	
  Erin
  Morrissey

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 

















 


	
   

  	
  ACCURIDE CUYAHOGA FALLS,
  INC.

  
	
   

  	
  ACCURIDE DISTRIBUTING, LLC

  
	
   

  	
  ACCURIDE EMI, LLC

  
	
   

  	
  AOT INC.

  
	
   

  	
  ERIE LAND HOLDING, INC.

  
	
   

  	
  BOSTROM HOLDINGS, INC.

  
	
   

  	
  BOSTROM SEATING, INC.

  
	
   

  	
  BOSTROM SPECIALTY SEATING,
  INC.

  
	
   

  	
  BRILLION IRON WORKS, INC.

  
	
   

  	
  FABCO AUTOMOTIVE
  CORPORATION

  
	
   

  	
  GUNITE CORPORATION

  
	
   

  	
  IMPERIAL GROUP HOLDING
  CORP. - 1

  
	
   

  	
  IMPERIAL GROUP HOLDING
  CORP. - 2

  
	
   

  	
  JAII MANAGEMENT COMPANY

  
	
   

  	
  TRANSPORTATION
  TECHNOLOGIES INDUSTRIES, INC.

  
	
   

  	
  TRUCK COMPONENTS INC.,

  
	
   

  	
  each as a Subsidiary
  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ William M. Lasky

  
	
   

  	
  Name: 

  	
  William
  M. Lasky

  
	
   

  	
  Title:

  	
  Authorized
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCURIDE ERIE L.P.,

  
	
   

  	
  as Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: AKW GENERAL PARTNER
  L.L.C.,

  
	
   

  	
  as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  ACCURIDE CORPORATION,

  
	
   

  	
   

  	
  as Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ William M. Lasky

  
	
   

  	
  Name: 

  	
  William
  M. Lasky

  
	
   

  	
  Title:

  	
  President
  and Chief Executive

  
	
   

  	
   

  	
  Officer

  
					



 

















 


	
   

  	
  ACCURIDE HENDERSON LIMITED
  LIABILITY COMPANY

  
	
   

  	
  AKW GENERAL PARTNER
  L.L.C.,

  
	
   

  	
  each as a Subsidiary
  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: ACCURIDE CORPORATION,

  
	
   

  	
  as Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ William M. Lasky

  
	
   

  	
  Name: 

  	
  William
  M. Lasky

  
	
   

  	
  Title:

  	
  President
  and Chief Executive

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IMPERIAL GROUP, L.P.,

  
	
   

  	
  as Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: IMPERIAL GROUP HOLDING

  
	
   

  	
  CORP. - 1, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Lasky

  
	
   

  	
  Name:

  	
  William
  M. Lasky

  
	
   

  	
  Title:

  	
  President
  and Director