Exhibit 10.2


 


EXECUTION COPY


 


SECOND
TEMPORARY WAIVER AGREEMENT (this “Agreement”), dated as of August 14,
2009, to the Fourth Amended and Restated Credit Agreement dated as of January 31,
2005 (as heretofore amended, supplemented or otherwise modified, 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 banks, financial
institutions and other institutional lenders party thereto (collectively, the “Lenders”)
and CITICORP USA, INC., as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”), is entered into by and among the
Borrowers, the other Loan Parties and the Lenders.


 


W  I  T  N  E  S  S
E  T  H :


 


A.            WHEREAS, the Borrowers, the Lenders,
and the Administrative Agent are parties to the Credit Agreement;


 


B.            WHEREAS, pursuant to the Credit
Agreement, the Lenders have made certain loans to the Borrowers;


 


C.            WHEREAS, as a result of the then
likely occurrence of certain Events of Default under the Credit Agreement, the
Administrative Agent and the Lenders entered into that certain Temporary Waiver
Agreement (the “First Temporary Waiver Agreement”), dated as of July 1,
2009, whereby the Lenders agreed to temporarily waive the Scheduled Defaults
until the Temporary Waiver Termination Date as so defined therein (hereinafter
defined as the “First Temporary Waiver Termination Date”);


 


D.            WHEREAS, the additional Event of
Default set forth in Schedule 2 attached hereto (the “Additional Default”)
is expected to occur on or before the Second Temporary Waiver Termination Date
(as defined below);


 


E.             WHEREAS, the Administrative Agent
and the Lenders will, if the Scheduled Defaults occur and remain continuing as
a result of the First Temporary Waiver Termination Date occurring or the
Additional Default occurs and remains continuing, be entitled to exercise all
of their rights and remedies under the Credit Agreement, the other Loan
Documents and applicable law (such rights, remedies and actions, collectively, “Enforcement
Actions”), including without limitation, to declare to be immediately due
and payable the outstanding principal of the Advances, all accrued interest
thereon and all fees and other obligations owing to the Administrative Agent
and the Lenders under the Credit Agreement and the other Loan Documents;


 


F.             WHEREAS, certain Lenders identified
to the U.S. Borrower have formed a steering committee (the “Steering
Committee”), provided that members of the Steering Committee shall
not assume any additional duties or obligations as a result of being on the
Steering Committee;


 


G.            WHEREAS, each Borrower acknowledges
and agrees that it shall continue to not request any Advances, Letters of
Credit or other extensions of credit under the 


 

















 


Credit Agreement during the Second Temporary Waiver Period (as defined
below), except as contemplated in Section 4.7 hereof;


 


H.            WHEREAS, the Borrowers have
requested that the Lenders agree to extend the temporary waiver of the
Scheduled Defaults and temporarily waive the Additional Default through the
Second Temporary Waiver Termination Date (as defined below) in order to afford
the Borrowers an opportunity to propose an amendment to or restructuring of its
obligations under the Credit Agreement and the other Loan Documents that is
acceptable to the Lenders (in their sole discretion); and


 


I.              WHEREAS, the Lenders have agreed
to such request, subject to the terms and provisions set forth in this
Agreement, and without any advance understanding or agreement by the Lenders to
consent to any proposed amendment to or restructuring of the Credit Agreement
or the consummation of any transaction for which consent or waiver would be
required under the Credit Agreement or the other Loan Documents.


 


NOW,
THEREFORE, in consideration of the premises herein contained and for other good
and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:


 


SECTION 1.           Definitions.  Capitalized terms used herein (including in
the recitals) but not defined herein have the meanings assigned to them in the
Credit Agreement or the First Temporary Waiver Agreement (as applicable).


 


SECTION 2.           Acknowledgements.


 


2.1           Amount of Obligations.  Each Loan Party acknowledges and agrees that (a) as
of 5:00 pm New York time on the date hereof, the Obligations include, without
limitation, the amounts set forth on Schedule 1 attached hereto on account
of the outstanding unpaid amount of principal of, accrued and unpaid interest
on, and fees and commissions related to, the Advances and (b) such Loan
Party is truly and justly indebted to the Lenders and the Administrative Agent
for, or has provided a guaranty for the benefit of the Lenders and the
Administrative Agent with respect to, the Obligations without defense,
counterclaim or offset of any kind, and such Loan Party ratifies and reaffirms
the validity, enforceability and binding nature of such Obligations.


 


2.2           Events of Default.  Each Loan Party (a)(i) acknowledges and
agrees that the Scheduled Defaults would already have occurred and be
continuing but for the First Temporary Waiver Agreement continuing in full
force and effect, (ii) acknowledges and agrees that the Additional Default
is likely to occur during the Second Temporary Waiver Period and (iii) represents
and warrants to the Administrative Agent and the Lenders that no Default or
Event of Default (other than the Scheduled Defaults and the Additional Default)
has occurred and continues to exist as of the Second Waiver Effective Date (as
defined below) and (b) absent the agreement of the Lenders to extend the
temporary waiver of the Scheduled Defaults and to temporarily waive the
Additional Default as provided in this Agreement, the Administrative Agent and
the Lenders would be entitled, following the occurrence and during the
continuance of


 


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such Scheduled Defaults or Additional Default, at any time to take any
and all Enforcement Actions.


 


2.3           Collateral.  Each Loan Party ratifies and reaffirms the
validity and enforceability (without defense, counterclaim or offset of any
kind) of the Liens granted to secure any of the Obligations by such Loan Party
to the Administrative Agent, for the benefit of the Lenders, pursuant to the
Collateral Documents to which such Loan Party is a party.  Each Loan Party acknowledges and agrees that
all such Liens granted by such Loan Party shall continue to secure the
Obligations from and after the Second Waiver Effective Date.  Each Loan Party hereby represents and
warrants to the Administrative Agent and the Lenders that, pursuant to the Collateral
Documents to which such Loan Party is a party, the Obligations are secured by
Liens on all of such Loan Party’s assets to the extent required by the
Collateral Documents, and each Loan Party will, at the reasonable request of
the Administrative Agent or any of the Lenders, deliver to the requesting party
documents evidencing the validity and enforceability of such Liens.


 


2.4           Not an Arrangement with Creditors.  Each of the parties hereto acknowledges that
this document is a temporary waiver in accordance with the terms hereof and
should not be construed as an arrangement by any Loan Party with its creditors.


 


SECTION 3.           Temporary Waiver.


 


3.1           Second Temporary Waiver Period.  Subject to the terms and conditions of this
Agreement, the Lenders party hereto agree to temporarily waive the Scheduled
Defaults and the Additional Default during the period from and including the
Second Waiver Effective Date until the earliest to occur of (the date of such
occurrence, the “Second Temporary Waiver Termination Date”; and such
period, the “Second Temporary Waiver Period”) (a) 5:00 P.M.
(New York City time) on September 15, 2009, (b) the occurrence and
continuance of an Event of Default that is not a Scheduled Default or an
Additional Default, (c) the date of payment of the interest payment due
and owing on August 1, 2009 (the “Senior Subordinated Notes Interest
Payment”) to the holders under the U.S. Borrower’s 81⁄2% Senior Subordinated
Notes due 2015 (the “Senior Subordinated Notes”), (d) the date of
delivery by the U.S. Borrower of a Senior Subordinated Notes Payment Notice (as
defined below) to the Administrative Agent and the Steering Committee, (e) the
failure by the U.S. Borrower to obtain a temporary waiver or forbearance, in
form and substance reasonably satisfactory to the Administrative Agent and the
Steering Committee (the “Senior Subordinated Notes Waiver”), from the
holders of the Senior Subordinated Notes within five (5) Business Days
following the expiration of any grace period applicable to any default under
the Senior Subordinated Notes as a result of the U.S. Borrower’s failure to
make the Senior Subordinated Notes Interest Payment, (f) the date on which
the holders of the Senior Subordinated Notes shall exercise any rights or
remedies available under the Senior Subordinated Note Indenture or applicable
law as a result of the occurrence of any “Default” or “Event of Default” under,
and as defined in, the Senior Subordinated Note Indenture (whether in
connection with the Additional Default or otherwise), (g) any
representation or warranty made by any Loan Party in this Agreement proving to
have been untrue, inaccurate or incomplete in any material respect on or as of
the date made or deemed made, (h) failure of any Loan Party to perform, as
and when required, any of their respective covenants or other obligations set
forth in this Agreement (it being understood that time is of the


 


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essence for each such covenant and obligation), including without
limitation, any provision of Section 4 below, and (i) any Loan
Party shall take any action to challenge (including without limitation, to
assert in writing any challenge to) the validity or enforceability of this
Agreement or any other Loan Document or any provision hereof or thereof.


 


3.2           No Waiver; Limitation on Second
Temporary Waiver.  Each Loan Party
acknowledges and agrees that the Lenders are only agreeing to temporarily waive
the Scheduled Defaults and the Additional Default during the Second Temporary
Waiver Period, and after the Second Temporary Waiver Termination Date, if the
Scheduled Defaults and/or the Additional Default have occurred and are
continuing, the temporary waiver provided herein shall automatically terminate
without any further action or notice by any party, and as a result, (a) the
waiver in this Agreement shall no longer constitute a waiver of the occurrence
or the continuance of any Event of Default which is a Scheduled Default or an
Additional Default, and each such Event of Default that occurs shall, after it
occurs, continue to exist after the Second Temporary Waiver Termination Date
and (b) nothing contained in this Agreement shall be construed to limit or
affect the right of the Administrative Agent and the Lenders to bring or
maintain during the Second Temporary Waiver Period any action to enforce or
interpret any term or provision of this Agreement, or to file or record
instruments of public record (or take other action) to perfect or further
protect the perfection and/or priority of the liens and security interests
granted by the Loan Parties to the Administrative Agent and the Lenders.  For the avoidance of doubt, during the Second
Temporary Waiver Period, the Loan Parties and their Subsidiaries may not take
any action that would be prohibited under any Loan Document during the
occurrence of a Default or Event of Default.


 


3.3           Enforcement Actions after Second
Temporary Waiver Period.  Each Loan
Party acknowledges and agrees that, on the Second Temporary Waiver Termination
Date, the agreement of the Lenders to temporarily waive the Scheduled Defaults
and the Additional Default shall cease and be of no further force or effect,
and if any Scheduled Default and/or Additional Default has occurred and is
continuing at such time, the Administrative Agent and the Lenders shall be entitled
to immediately take Enforcement Actions under the Credit Agreement, the other
Loan Documents and applicable law, all without further notice or demand, in
respect of the Scheduled Defaults and/or Additional Default (as applicable), or
any other Event of Default, then existing.


 


SECTION 4.           Agreements.  To induce the Lenders to enter into this
Agreement and to temporarily waive the Scheduled Defaults and the Additional
Default during the Second Temporary Waiver Period, if the Scheduled Defaults
and/or the Additional Default have occurred and are continuing, the Borrowers,
the other Loan Parties and the Lenders agree as follows:


 


4.1           Financial Advisor.  The Administrative Agent or the Steering
Committee shall, on behalf of the Lenders, have the right to continue to retain
or to cause its counsel to continue to retain for its benefit a restructuring
or financial advisor to assist with the coordination and consummation of a
potential amendment to or restructuring of the Credit Agreement, and the U.S.
Borrower shall be liable for all costs and expenses incurred by the
Administrative Agent or 


 


4

















 


the Steering Committee, as applicable, with respect to such
restructuring or financial advisor.  In
connection with such retention, the U.S. Borrower shall maintain in full force
and effect the previously executed engagement-related agreement with such
restructuring or financial advisor, which includes an agreement by the U.S.
Borrower to be directly responsible for the fees of such restructuring or other
financial advisor, to pay such fees promptly upon being invoiced therefor and
to use its commercially reasonable efforts to cooperate, and to cause its own
advisors and its Subsidiaries to cooperate with such restructuring or other
financial advisor in the performance of its duties as an advisor in accordance
with such engagement-related agreement.


 


4.2           Cash and Cash Equivalents.  Promptly following the Second Waiver
Effective Date, the Borrowers shall confirm the locations and amounts of
material holdings by it and its Subsidiaries of cash and Cash Equivalents and
take or cause to be taken such actions as the Administrative Agent or the
Steering Committee may reasonably request to assure that the Administrative
Agent for the benefit of the Lenders has a perfected security interest therein
with “control” (as defined in the Uniform Commercial Code) with respect thereto
to the extent required pursuant to the Loan Documents.


 


4.3           Minimum Liquidity.  From and after the Second Waiver Effective
Date, the U.S. Borrower shall not, directly or indirectly, at any time permit (a) Liquidity
to be less than $28,000,000 or (b) average Liquidity for five consecutive
Business Days (“Average Liquidity”) to be less than $32,500,000; provided,
however, that (i) Liquidity shall be calculated without giving
effect to the unutilized amount of Commitments of any Defaulting Lender and (ii) if
(A) Liquidity at any time is less than $28,000,000 but greater than
$26,000,000 or (B) average Liquidity for five consecutive Business Days is
less than $32,500,000 but greater than $30,000,000, such failure shall not
constitute an Event of Default or a failure to perform its obligations
hereunder if such failure is consented to by the Steering Committee within three
Business Days after the occurrence of such failure.  Upon any Responsible Officer of the U.S.
Borrower becoming aware of the failure to satisfy the requirement in clause (a) or
(b) of the previous sentence, the U.S. Borrower shall immediately notify
the Administrative Agent and the Steering Committee of such failure.  In addition, if at any time (x) Liquidity
is less than $32,000,000 or (y) Average Liquidity is less than
$37,000,000, the U.S. Borrower shall, on each Business Day thereafter, deliver
to the Administrative Agent and the Steering Committee a report setting forth
the Liquidity at the end of the previous Business Day and the Average Liquidity
for the five consecutive Business Days ending on such previous day, and such
daily reporting shall continue until the U.S. Borrower delivers to the
Administrative Agent a report demonstrating that, at the end of the previous
Business Day, Liquidity is greater than $32,000,000 and Average Liquidity is
greater than $37,000,000.


 


4.4           Weekly Cash Flow Forecasts, Etc.  The U.S. Borrower shall continue to deliver
to the Administrative Agent and the Steering Committee, on Thursday (or the
immediately succeeding Business Day if Thursday is not a Business Day) of each
week, (a) a 13-week cash flow forecast in the form of such forecast
delivered to the Steering Committee under the terms of the First Temporary
Waiver Agreement or another form reasonably satisfactory to the Steering
Committee (the “13-Week Cash Flow Forecast”), (b) a reconciliation
of the cash balances of the U.S. Borrower and its Subsidiaries between the
amount shown on the U.S. Borrower’s general ledger for the prior week and the
amount maintained on deposit for such week by the U.S. Borrower and its
Subsidiaries with banks, (c) a variance report (i) showing on a 


 


5

















 


line item basis the percentage and dollar variance of actual cash
disbursements and revenues and cash receipts for the prior week from the
amounts set forth for such week in the most recent 13-Week Cash Flow Forecast
and (ii) containing explanations of material variances from such 13-Week
Cash Flow Forecast, (d) a certificate, in a form satisfactory to the
Steering Committee, of a Responsible Officer of the U.S. Borrower as to the
calculation of Liquidity for the prior week and attaching forth such
calculations and (e) the weekly flash information provided to the U.S.
Borrower’s Board of Directors for such week. 
Each delivery of the 13-Week Cash Flow Forecast shall be deemed to be a
representation by the U.S. Borrower that such 13-Week Cash Flow Forecast has
been prepared based upon good faith estimates and assumptions that the U.S.
Borrower believes were reasonable at the time made (it being understood and
agreed that such 13-Week Cash Flow Forecast is not to be viewed as fact and
that actual results during the period or periods covered thereby may differ
from such projected results).


 


4.5           Weekly Updates.  If requested by the Administrative Agent or
the Steering Committee, on Thursday (or the immediately succeeding Business Day
if Thursday is not a Business Day) of each week, and on such other dates
requested by the Steering Committee on providing the U.S. Borrower with two (2) Business
Days’ prior written notice, during the Second Temporary Waiver Period, the U.S.
Borrower shall provide the Administrative Agent, the Steering Committee and
their respective advisors with an update (via a meeting or conference call with
the U.S. Borrower’s management and/or its advisors) on the weekly flash
information provided to the Board of Directors, the ongoing financial
performance, operations and liquidity of the U.S. Borrower and its Subsidiaries
and the progress toward a proposal for an amendment to or restructuring of the
Obligations under the Credit Agreement and the Senior Subordinated Notes.


 


4.6           Additional Interest; Fees.  For each day during the Second Temporary
Waiver Period, the Advances and all outstanding Obligations shall accrue
interest at a rate per annum equal to 2% plus the rate otherwise applicable to
such Advances pursuant to Section 2.07 of the Credit Agreement, and such
additional interest shall be paid monthly in arrears on the last Business Day
of each calendar month during the Second Temporary Waiver Period and on the
Second Temporary Waiver Termination Date.


 


4.7           Activity during Second Temporary
Waiver Period.  The U.S. Borrower
shall not, and shall not permit any of its Subsidiaries to, (a) incur any
Indebtedness under Section 5.02(b)(iii)(A) or 5.02(b)(iii)(I) of
the Credit Agreement, other than PIK Advances, Letters of Credit issued, in the
sole discretion of the Issuing Bank, at the request of the U.S. Borrower for
the purpose of extending or replacing Letters of Credit in the ordinary course,
and up to $500,000 of Letter of Credit Advances resulting from draws under
Letters of Credit that are expiring, (b) make any Investments under Section 5.02(e)(xiii)
of the Credit Agreement or (c) sell or otherwise dispose of any assets
under Section 5.02(d)(ii) of the Credit Agreement.  In addition, during the Second Temporary
Waiver Period, no Borrower shall request, or seek to enforce, the funding of
any Advances by any Defaulting Lender or any successor or assignee
thereof.  Furthermore, during the Second Temporary
Waiver Period, the U.S. Borrower and its Subsidiaries may not take any action,
except the incurrence of Indebtedness permitted by clause 


 


6

















 


(a) above, that would be prohibited by the terms of the Credit
Agreement or any other Loan Document at any time while an Event of Default is
in existence.


 


4.8           FAS 159.  Notwithstanding any other provision contained
herein or in any other Loan Document, all terms of an accounting or financial
nature used herein or in any other Loan Document shall be construed, and all
computations of amounts and ratios referred to herein or in any other Loan
Document shall be made at all times hereafter, without giving effect to any
election under Statement of Financial Accounting Standards 159 (or any other
Financial Accounting Standard having a similar result or effect) to value any
Indebtedness or other liabilities of  any
Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined
therein.


 


4.9           Milestones.  The U.S. Borrower shall: (a) as soon as
practicable and in any event not later than August 28, 2009 or such later
date as agreed to by the Steering Committee, deliver to the Steering Committee
a schedule detailing the extent to which basket limits under the Credit
Agreement have been utilized, certified by a Responsible Officer as true,
accurate and correct and (b) as soon as practicable and in any event not
later than August 28, 2009 or such later date as agreed to by the Steering
Committee, deliver to the Steering Committee, revised and up-to-date schedules
to the Credit Agreement, the Guarantee and Collateral Agreement, the Canadian
Security Agreement, the Mexican Pledge Agreement, the TTI Mexican Pledge
Agreement, each Mortgage (and any other Collateral Document notified by the
Steering Committee to the U.S. Borrower), certified by a Responsible Officer as
true, accurate and correct, and otherwise in each case in form and substance
reasonably satisfactory to the Steering Committee.


 


4.10         Conversion of Advances.  Notwithstanding anything to the contrary in
the Loan Documents, from and after the Second Waiver Effective Date, (a) if,
on any date, the per annum interest rate applicable to Base Rate Advances is
lower than the per annum interest rate applicable to Eurodollar Rate Advances
requested on such date and having an Interest Period of one month, such Base
Rate Advances shall, on the third Business Day following such date, be
converted into Eurodollar Rate Advances having an Interest Period of one month,
and (b) subject to clause (a) above, on the last day of the then
existing Interest Period therefor each Eurodollar Rate Advance will, at the
option of the applicable Borrower either continue as a Eurodollar Rate Advance
having an Interest Period of one month or Convert to a Base Rate Advance, and (c) the
obligation of the Lenders to Convert or continue Advances into Eurodollar Rate
Advances having an Interest Period of longer than one month shall be suspended.


 


4.11         Notice of Payment of Interest on
Senior Subordinated Notes.  The U.S.
Borrower shall provide the Administrative Agent with at least five (5) Business
Days prior written notice (a “Senior Subordinated Notes Payment Notice”)
of its intention to make the Senior Subordinated Notes Interest Payment.


 


4.12         Senior Subordinated Notes Waiver;
Most Favored Nation Protection.


 


(a)           No property has been paid or will be
payable to the holders of the Senior Subordinated Notes in connection with the
Senior Subordinated Notes Waiver and if any cash consideration is paid to the
holders of the Senior Subordinated Notes in connection 


 


7

















 


with the Senior Subordinated
Notes Waiver in an amount which exceeds (in percentage terms) the amount of the
fee payable to Lenders that consent to the terms of this Agreement in
accordance with Section 5.(b) below, an amount equal to such
difference shall be paid as an additional fee pro rata to such Lenders.


 


(b)           If the terms of any amendment, waiver
or forbearance (including the Senior Subordinated Notes Waiver) imposes any more
onerous restriction or covenant on  the
U.S. Borrower or any of its Subsidiaries under or in respect of the Senior
Subordinated Notes (each an “Additional Restriction”) then:


 


(i)            the U.S. Borrower shall, and will
cause each of the other Loan Parties to, enter into such documentation as the
Administrative Agent may require in order to modify the terms of this Agreement
and each other Loan Document in order to give effect to an obligation on the
part of the U.S. Borrower or such other Loan Party to comply with the terms of
any such Additional Restriction; and


 


(ii)           from and with effect from the date of
imposition of such Additional Restriction, automatically and without the need
for any further action by or on the part of the Administrative Agent, any Lender
or any Loan Party and notwithstanding the occurrence of any Event of Default
under Section 7.01 of the Credit Agreement with respect to any Loan Party,
the U.S. Borrower or the applicable Loan Party shall be obliged to comply with
the terms of such Additional Restriction as if it had been duly incorporated as
an obligation in the Loan Documents.


 


SECTION 5.           Conditions Precedent.  This Agreement shall become effective as of
the date first set forth above (the “Second Waiver Effective Date”)
following the date on which all of the following conditions have been satisfied
or waived:


 


(a)           Execution and Delivery.  The Borrowers, each other Loan Party and
Lenders constituting the Majority Lenders shall have duly executed counterparts
of this Agreement (whether the same or different counterparts) and shall have
delivered (including by way of facsimile or other electronic (i.e., “pdf”)
transmission) the same to White & Case LLP, 1155 Avenue of the
Americas, New York, NY 10036, Attention: Po Saidi (facsimile number:
212-354-8113 / e-mail address: psaidi@whitecase.com).


 


(b)           Second Temporary Waiver Fee.  The Administrative Agent shall have received
from the U.S. Borrower, for the account of each Lender (other than a Defaulting
Lender) that executes and delivers a counterpart of this Agreement to White &
Case LLP in accordance with paragraph (a) above by 5:00 P.M., New
York City time, on Friday August 14, 2009, a non-refundable temporary
waiver fee in an amount equal to 0.30% of the sum of such Lender’s U.S.
Revolving Commitment, Canadian Revolving Credit Commitment and Term Advances
then outstanding, which fee shall not be subject to counterclaim or set-off, or
be otherwise affected by, any claim or dispute relating to any other matter.


 


(c)           No Default.  After giving effect to this Agreement, there
shall be no Default or Event of Default.


 


8

















 


(d)           Fees and Expenses.  The Administrative Agent shall have received
all invoiced fees and accrued expenses of the Administrative Agent and the
Steering Committee required to be paid by the Borrowers, including, without
limitation, the reasonable fees and expenses of legal counsel to the
Administrative Agent and the Steering Committee and the reasonable fees and
expenses of any financial adviser appointed and retained under Section 4.1
(Financial Advisor).


 


SECTION 6.           Representations and Warranties.  In order to induce the Lenders to enter into
this Agreement, the Borrowers and the other Loan Parties hereby represent and
warrant to the Lenders that:


 


(a)           this Agreement has been duly
authorized by all necessary action of such entity, duly executed and delivered
by such entity and constitutes a legal, valid and binding obligation of the
Borrowers and each Loan Party, as applicable, enforceable against each such
entity respectively in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law; and


 


(b)           all of the representations and
warranties of each Loan Party contained in the Credit Agreement or the other
Loan Documents are true and correct in all material respects on the Second
Waiver Effective Date (except with respect to or as may be affected by the
Scheduled Defaults and/or the Additional Default), with the same effect as
though such representations and warranties had been made on and as of the
Second Waiver 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).


 


SECTION 7.           Credit Agreement.  Except as expressly set forth herein, this
Agreement (a) shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the
Lenders, the Administrative Agent, or the Borrowers under the Credit Agreement
or any other Loan Document and (b) shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full
force and effect.  Nothing herein shall
be deemed to entitle the Borrowers to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document in similar or different circumstances. 
After the date hereof, any reference in the Loan Documents to the Credit
Agreement shall mean the Credit Agreement as modified hereby.


 


SECTION 8.           Consent of Loan Parties.  Each of the Loan Parties hereby consents to
this Agreement.  Each of the parties
hereto agrees that this Agreement shall constitute a Loan Document.


 


SECTION 9.           Release.  In further consideration of the execution by
the Administrative Agent and the Lenders of this Agreement, each Borrower for
itself and on behalf


 


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of its successors, assigns, Subsidiaries and Affiliates (the “Releasing
Parties”), hereby forever releases the Administrative Agent and the Lender
Parties (other than any Defaulting Lender) and their successors, assigns,
parents, Subsidiaries, Affiliates, officers, employees, directors, agents and
attorneys (collectively, the “Released Parties”) from any and all debts,
claims, demands, liabilities, responsibilities, disputes, causes, damages, actions
and causes of action (whether at law or in equity) and obligations of every
nature whatsoever, whether liquidated or unliquidated, known or unknown,
matured or unmatured, fixed or contingent, that any Releasing Party may have
against the Released Parties that arise from or relate to any actions which the
Released Parties may have taken or omitted to take prior to the date hereof, in
each case with respect to, arising out of, or related to the Obligations, any
Collateral, the Credit Agreement, any other Loan Document and any third parties
liable in whole or in part for the Obligations (the “Released Matters”).
Each Releasing Party acknowledges that the agreements in this Section 9
are intended to be in full satisfaction of all or any alleged injuries or
damages arising in connection with the Released Matters and constitute a
complete waiver of any right of setoff or recoupment, counterclaim or defense
of any nature whatsoever which arose prior to the Second Waiver Effective Date
to payment or performance of the Obligations. 
Each Releasing Party represents and warrants that it has no knowledge of
any claim by it against the Released Parties or of any facts, or acts or
omissions of the Released Parties which on the date hereof would be the basis
of a claim by the Releasing Parties against the Released Parties which is not
released hereby.  Each Releasing Party
represents and warrants that it has not purported to transfer, assign, pledge
or otherwise convey any of its right, title or interest in any Released Matter
to any other person or entity and that the foregoing constitutes a full and
complete release of all Released Matters. 
The Releasing Parties have granted this release freely, and voluntarily
and without duress.


 


SECTION 10.         GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 11.         Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the Borrowers, the other Loan Parties, the
Administrative Agent and the Lenders, and each of their respective successors
and permitted assigns, and shall not inure to the benefit of any third parties.  The execution and delivery of this Agreement
by any Lender prior to the Second Waiver Effective Date shall be binding upon
its successors and permitted assigns and shall be effective as to any Advances
or Commitments assigned to it after such execution and delivery.


 


SECTION 12.         Counterparts.  This Agreement may be executed by the parties
hereto in any number of separate counterparts (including facsimiled or
electronic-mailed counterparts, and such facsimile or electronic mail
signatures shall be deemed to be the same as original signatures), each of
which shall be deemed to be an original, and all of which taken together shall
be deemed to constitute one and the same instrument.


 


SECTION 13.         Headings.  The Section headings used herein are for
convenience of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.


 


*     *     *


 


10

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date first written
above.


 


	
   

  	
  ACCURIDE
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen A. Martin

  
	
   

  	
   

  	
  Name:
  Stephen A. Martin

  
	
   

  	
   

  	
  Title:
  Vice President — General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCURIDE
  CANADA INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen A. Martin

  
	
   

  	
   

  	
  Name:
  Stephen A. Martin

  
	
   

  	
   

  	
  Title:
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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 Loan Party

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen A. Martin

  
	
   

  	
   

  	
  Name:
  Stephen A. Martin

  
	
   

  	
   

  	
  Title:Secretary

  



 

















 


	
   

  	
  ACCURIDE
  ERIE L.P.,

  
	
   

  	
   

  	
  as a Loan Party

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AKW
  GENERAL PARTNER L.L.C.,

  
	
   

  	
   

  	
  as
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ACCURIDE
  CORPORATION,

  
	
   

  	
   

  	
   

  	
  as Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ Stephen A. Martin

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen A. Martin

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President — General

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACCURIDE HENDERSON LIMITED 

  
	
   

  	
  LIABILITY COMPANY

  
	
   

  	
  AKW GENERAL PARTNER L.L.C.,

  
	
   

  	
  each as a Loan Party

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACCURIDE CORPORATION,

  
	
   

  	
   

  	
  as Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen A. Martin

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen A. Martin

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP — General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IMPERIAL GROUP, L.P.,

  
	
   

  	
  as a Loan Party

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  IMPERIAL GROUP HOLDING

  
	
   

  	
   

  	
  CORP. - 1, its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen A. Martin

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen A. Martin

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Secretary