Exhibit 10.25




FIRST AMENDMENT


 


FIRST AMENDMENT, dated as of November 28, 2007 (this “Amendment”),
to the Fourth Amended and Restated Credit Agreement, dated as of January 31,
2005 (as amended from time to time, the “Credit Agreement”), among
ACCURIDE CORPORATION, a Delaware corporation (the “U.S. Borrower”),
ACCURIDE CANADA INC., a corporation organized and existing under the law of the
Province of Ontario (the “Canadian Borrower”, and, together with the
U.S. Borrower, the “Borrowers”), the several banks and other financial
institutions or entities from time to time parties to the Credit Agreement (the
“Lenders”), CITICORP USA, INC., a Delaware corporation (“Citicorp”),
as the administrative agent (in such capacity, the “Administrative Agent”)
for the Lenders, and the other agents parties thereto.


 


W  I  T  N  E  S
S  E  T  H :


 


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


WHEREAS, the Borrowers have requested certain
amendments to the Credit Agreement as more fully set forth herein; and


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


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


DEFINED
TERMS. UNLESS OTHERWISE DEFINED
HEREIN, TERMS DEFINED IN THE CREDIT AGREEMENT AND USED HEREIN SHALL HAVE THE
MEANINGS GIVEN TO THEM IN THE CREDIT AGREEMENT.


AMENDMENTS
TO SECTION 1.01 OF THE CREDIT AGREEMENT.


The definitions of “Applicable Margin” and “Applicable Percentage” in
Section 1.01 of the Credit Agreement are hereby amended in their respective
entireties to read as follows:


“Applicable
Margin” means, for Advances outstanding under each of the Term Facility,
the Canadian Revolving Credit Facility and the U.S. Revolving Credit Facility,
a percentage per annum determined as described below and, where applicable, by
reference to the Performance Level as set forth for each such Facility:


(a)           for
Advances outstanding under the Term Facility, (i) 2.50% per annum in the case
of Base Rate Advances and (ii) 3.50% per annum in the case of Eurodollar Rate
Advances; and

















 


(b)           for
Advances outstanding under the Canadian Revolving Credit Facility and the U.S.
Revolving Credit Facility, a percentage per annum determined by reference to
the applicable Performance Level as set forth below:




	
  Performance Level

  	
   

  	
  Base Rate Advances

  	
   

  	
  Eurodollar Rate Advances

  	
   

  
	
  A

  	
   

  	
  1.75

  	
  %

  	
  2.75

  	
  %

  
	
  B

  	
   

  	
  2.00

  	
  %

  	
  3.00

  	
  %

  
	
  C

  	
   

  	
  2.25

  	
  %

  	
  3.25

  	
  %

  
	
  D

  	
   

  	
  2.50

  	
  %

  	
  3.50

  	
  %

  






 


For outstanding Advances under any Facility determined
by reference to Performance Levels as set forth above, the Applicable Margin
for each Base Rate Advance shall be determined by reference to the Performance
Level in effect from time to time and the Applicable Margin for each Eurodollar
Rate Advance shall be determined by reference to the Performance Level in
effect on the first day of each Interest Period for such Advance.  Changes in the Applicable Margin resulting
from changes in the Performance Level shall become effective (for purposes of
this definition only, the date of such effectiveness being the “Effective
Date”) as of the first day following the last day of the most recent Fiscal
Quarter or Fiscal Year for which (A) financial statements are delivered to the
Administrative Agent pursuant to Section 5.03(b) or (c) and (B) a certificate
of the chief financial officer of the U.S. Borrower is delivered by the U.S.
Borrower to the Administrative Agent setting forth, with respect to such
financial statements, the then-applicable Performance Level and the basis
of the calculations therefor, and shall remain in effect until the next change
to be effected pursuant to this definition; provided that (i) if either
Borrower shall have made any payments in respect of interest during the period
(for purposes of this definition only, the “Interim Period”) from and
including the Effective Date to the day on which any change in Performance
Level is determined as provided above, then the amount of the next such payment
of interest due by such Borrower on or after such day shall be increased or
decreased by an amount equal to any underpayment or overpayment so made by such
Borrower during such Interim Period and (ii) each determination of the
Performance Level pursuant to this definition shall be made with respect to the
Measurement Period ending at the end of the fiscal period covered by the
relevant financial statements.


“Applicable Percentage”
means 0.50% per annum.


The definition of “EBITDA” in Section 1.01 of the Credit Agreement is
hereby amended by deleting the parenthetical in clause (v) thereof and
substituting in lieu thereof the following parenthetical:


(including
upfront and amendment fees payable in respect of bank facilities)


 


2

















 


The definition of “Trigger Date” in Section 1.01 of the Credit
Agreement is hereby deleted in its entirety.


The definition of “Unrestricted Subsidiary” in Section 1.01 of the
Credit Agreement is hereby amended by deleting the “.” at the end thereof and
substituting in lieu thereof the following proviso:


; and provided  further  however,
that, from and after the First Amendment Effective Date, no Subsidiary may be
designated as an Unrestricted Subsidiary.


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


“First Amendment”
means the First Amendment, dated as of November 28, 2007, to this Agreement.


“First Amendment
Effective Date” has the meaning specified in Section 7 of the First
Amendment.


AMENDMENT
TO SECTION 2.06 OF THE CREDIT AGREEMENT.  SECTION 2.06 OF THE CREDIT AGREEMENT IS
HEREBY AMENDED BY INSERTING THE FOLLOWING NEW PARAGRAPH (C) AT THE END THEREOF:


(c)           Prepayment Premium.  Prepayments of the Terms Advances made with
the Net Cash Proceeds of one or more credit facilities provided by banks or
other financial institutions bearing interest at a lower rate than the interest
rate then applicable to such Term Advances being prepaid (whether by reason of
the interest rate applicable to such credit facility or by reason of the
issuance of such credit facility at a discount) or as a result of an amendment
of an existing Term Advance that results in the Applicable Margin on such Term
Advance being reduced shall be accompanied by a prepayment premium on the
principal amount prepaid equal to (i) 1% if the prepayment is made from the
First Amendment Effective Date through the second anniversary thereof and (ii)
0% thereafter.


AMENDMENT
TO SECTION 2.16 OF THE CREDIT AGREEMENT.  THE FIRST SENTENCE OF SECTION 2.16 OF THE
CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING THE “.” AT THE END THEREOF AND
SUBSTITUTING IN LIEU THEREOF THE FOLLOWING PROVISO:


; provided that no such increase may be
requested on or after the First Amendment Effective Date.


AMENDMENT
TO SECTION 5.03(G) OF THE CREDIT AGREEMENT.  SECTION 5.03(G) OF THE CREDIT AGREEMENT IS
HEREBY AMENDED BY DELETING THE “.” AT THE END THEREOF AND SUBSTITUTING IN LIEU
THEREOF THE FOLLOWING PROVISO:


 


3

















 


; provided that, from and after the First
Amendment Effective Date, no Subsidiary may be designated as an Unrestricted
Subsidiary.


AMENDMENTS
TO SECTION 5.04 OF THE CREDIT AGREEMENT.


Section 5.04(a) of the Credit Agreement is hereby amended by deleting
the table therein in its entirety and substituting in lieu thereof the
following table:


 




	
  Measurement Period Ending

  	
   

  	
  Ratio

  	
   

  
	
  March 31, 2005

  	
   

  	
  6.50:1

  	
   

  
	
  June 30, 2005

  	
   

  	
  6.50:1

  	
   

  
	
  September 30, 2005

  	
   

  	
  6.25:1

  	
   

  
	
  December 31, 2005

  	
   

  	
  5.75:1

  	
   

  
	
  March 31, 2006

  	
   

  	
  5.75:1

  	
   

  
	
  June 30, 2006

  	
   

  	
  5.75:1

  	
   

  
	
  September 30, 2006

  	
   

  	
  5.50:1

  	
   

  
	
  December 31, 2006

  	
   

  	
  5.00:1

  	
   

  
	
  March 31, 2007

  	
   

  	
  5.00:1

  	
   

  
	
  June 30, 2007

  	
   

  	
  5.00:1

  	
   

  
	
  September 30, 2007

  	
   

  	
  5.00:1

  	
   

  
	
  December 31, 2007

  	
   

  	
  5.00:1

  	
   

  
	
  March 31, 2008

  	
   

  	
  9.00:1

  	
   

  
	
  June 30, 2008

  	
   

  	
  9.75:1

  	
   

  
	
  September 30, 2008

  	
   

  	
  8.50:1

  	
   

  
	
  December 31, 2008

  	
   

  	
  5.75:1

  	
   

  
	
  March 31, 2009

  	
   

  	
  4.50:1

  	
   

  
	
  June 30, 2009

  	
   

  	
  4.50:1

  	
   

  
	
  September 30, 2009

  	
   

  	
  4.25:1

  	
   

  
	
  December 31, 2009 and thereafter

  	
   

  	
  4.00:1

  	
   

  






 


Section 5.04(b) of the Credit Agreement is hereby amended by deleting
the table therein in its entirety and substituting in lieu thereof the
following table: 




	
  Measurement Period Ending

  	
   

  	
  Ratio

  	
   

  
	
  March 31, 2005

  	
   

  	
  2.25:1

  	
   

  
	
  June 30, 2005

  	
   

  	
  2.25:1

  	
   

  
	
  September 30, 2005

  	
   

  	
  2.25:1

  	
   

  
	
  December 31, 2005

  	
   

  	
  2.35:1

  	
   

  






 


 


4

















 


 




	
  Measurement Period Ending

  	
   

  	
  Ratio

  	
   

  
	
  March 31, 2006

  	
   

  	
  2.35:1

  	
   

  
	
  June 30, 2006

  	
   

  	
  2.35:1

  	
   

  
	
  September 30, 2006

  	
   

  	
  2.35:1

  	
   

  
	
  December 31, 2006

  	
   

  	
  2.35:1

  	
   

  
	
  March 31, 2007

  	
   

  	
  2.35:1

  	
   

  
	
  June 30, 2007

  	
   

  	
  2.35:1

  	
   

  
	
  September 30, 2007

  	
   

  	
  2.35:1

  	
   

  
	
  December 31, 2007

  	
   

  	
  2.30:1

  	
   

  
	
  March 31, 2008

  	
   

  	
  1.25:1

  	
   

  
	
  June 30, 2008

  	
   

  	
  1.10:1

  	
   

  
	
  September 30, 2008

  	
   

  	
  1.30:1

  	
   

  
	
  December 31, 2008

  	
   

  	
  1.80:1

  	
   

  
	
  March 31, 2009

  	
   

  	
  2.50:1

  	
   

  
	
  June 30, 2009

  	
   

  	
  2.50:1

  	
   

  
	
  September 30, 2009

  	
   

  	
  2.50:1

  	
   

  
	
  December 31, 2009 and thereafter

  	
   

  	
  2.75:1

  	
   

  






 


Section 5.04(c) of the Credit Agreement is hereby amended by deleting
the table therein in its entirety and substituting in lieu thereof the
following table:




	
  Measurement Period Ending

  	
   

  	
  Ratio

  	
   

  
	
  March 31, 2005

  	
   

  	
  1.15:1

  	
   

  
	
  June 30, 2005

  	
   

  	
  1.15:1

  	
   

  
	
  September 30, 2005

  	
   

  	
  1.15:1

  	
   

  
	
  December 31, 2005

  	
   

  	
  1.25:1

  	
   

  
	
  March 31, 2006

  	
   

  	
  1.25:1

  	
   

  
	
  June 30, 2006

  	
   

  	
  1.25:1

  	
   

  
	
  September 30, 2006

  	
   

  	
  1.30:1

  	
   

  
	
  December 31, 2006

  	
   

  	
  1.35:1

  	
   

  
	
  March 31, 2007

  	
   

  	
  1.35:1

  	
   

  
	
  June 30, 2007

  	
   

  	
  1.35:1

  	
   

  
	
  September 30, 2007

  	
   

  	
  1.35:1

  	
   

  
	
  December 31, 2007

  	
   

  	
  1.20:1

  	
   

  
	
  March 31, 2008

  	
   

  	
  0.70:1

  	
   

  
	
  June 30, 2008

  	
   

  	
  0.55:1

  	
   

  
	
  September 30, 2008

  	
   

  	
  0.60:1

  	
   

  
	
  December 31, 2008

  	
   

  	
  0.95:1

  	
   

  
	
  March 31, 2009

  	
   

  	
  1.35:1

  	
   

  






 


 


5

















 


 




	
  Measurement Period Ending

  	
   

  	
  Ratio

  	
   

  
	
  June 30, 2009

  	
   

  	
  1.35:1

  	
   

  
	
  September 30, 2009

  	
   

  	
  1.35:1

  	
   

  
	
  December 31, 2009 and thereafter

  	
   

  	
  1.40:1

  	
   

  






 


CONDITIONS
TO EFFECTIVENESS.  THIS AMENDMENT SHALL BECOME EFFECTIVE UPON
THE DATE (THE “FIRST AMENDMENT EFFECTIVE DATE”) ON WHICH THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED:


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


a duly completed Lender
Addendum, in the form set forth as Exhibit A hereto, or a facsimile
transmission thereof, executed and delivered by Lenders constituting the
Majority Lenders;


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


for the account of each
Lender executing and delivering a Lender Addendum to counsel to the
Administrative Agent by 5:00 P.M., New York City time, on November 28, 2007, an
amendment fee in an amount equal to 0.25% of the sum of such Lender’s U.S.
Revolving Commitment, Canadian Revolving Credit Commitment and Term Advances
then outstanding; and


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


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


REPRESENTATIONS
AND WARRANTIES.  TO INDUCE THE ADMINISTRATIVE AGENT TO ENTER
INTO THIS AMENDMENT AND TO INDUCE THE LENDERS TO CONSENT THERETO, EACH BORROWER
HEREBY REPRESENTS AND WARRANTS TO THE ADMINISTRATIVE AGENT AND THE LENDERS THAT
THE REPRESENTATIONS AND WARRANTIES MADE BY THE LOAN PARTIES IN THE LOAN DOCUMENTS
ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE FIRST AMENDMENT
EFFECTIVE DATE, AFTER GIVING EFFECT TO THE EFFECTIVENESS OF THIS AMENDMENT, AS
IF MADE ON AND AS OF THE FIRST AMENDMENT EFFECTIVE DATE, 


 


 


6

















 


EXCEPT
TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO A
SPECIFIC EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES WERE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE.


CONTINUING
EFFECT OF LOAN DOCUMENTS.  THIS AMENDMENT SHALL NOT CONSTITUTE AN
AMENDMENT OR WAIVER OF OR CONSENT TO ANY PROVISION OF THE CREDIT AGREEMENT OR
THE OTHER LOAN DOCUMENTS NOT EXPRESSLY REFERRED TO HEREIN AND SHALL NOT BE
CONSTRUED AS AN AMENDMENT, WAIVER OR CONSENT TO ANY ACTION ON THE PART OF ANY
BORROWER OR ANY OF ITS RESPECTIVE SUBSIDIARIES THAT WOULD REQUIRE AN AMENDMENT,
WAIVER OR CONSENT OF THE ADMINISTRATIVE AGENT OR THE LENDERS EXCEPT AS
EXPRESSLY STATED HEREIN.  EXCEPT AS
EXPRESSLY AMENDED HEREBY, THE PROVISIONS OF THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS ARE AND SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS.


COUNTERPARTS.  THIS AMENDMENT MAY BE EXECUTED
BY ONE OR MORE OF THE PARTIES TO THIS AMENDMENT ON ANY NUMBER OF SEPARATE
COUNTERPARTS (INCLUDING BY FACSIMILE), AND ALL OF SAID COUNTERPARTS TAKEN
TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME INSTRUMENT.  DELIVERY OF AN EXECUTED SIGNATURE PAGE OF
THIS AMENDMENT BY FACSIMILE TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A
MANUALLY EXECUTED COUNTERPART HEREOF.


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


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


 


 


7

















 


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


	
   

  	
  ACCURIDE
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ John R.
  Murphy

  
	
   

  	
   

  	
  Name: John R.
  Murphy

  
	
   

  	
   

  	
  Title: President and
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCURIDE CANADA
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ David K.
  Armstrong

  
	
   

  	
   

  	
  Name: David K.
  Armstrong

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  CITICORP USA,
  INC., as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ C. P. Mahon

  
	
   

  	
   

  	
  Name: C. P.
  Mahon

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


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