and covenants with and to Holders as
follows, which representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof:
3.1
THIS SECOND FORBEARANCE AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY ISSUER AND IS IN FULL FORCE AND EFFECT AS OF THE DATE
HEREOF.
THE AGREEMENTS AND OBLIGATIONS OF THE ISSUER CONTAINED HEREIN
CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATIONS OF THE ISSUER ENFORCEABLE BY
HOLDERS AGAINST IT IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY AN APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAW AFFECTING CREDITORS' RIGHTS GENERALLY
AND BY GENERAL PRINCIPLES OF EQUITY REGARDLESS OF WHETHER CONSIDERED A
PROCEEDING IN EQUITY OR AT LAW.
3.2
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS SECOND FORBEARANCE
AGREEMENT ARE ALL WITHIN THE ISSUER'S CORPORATE POWERS.
NEITHER THE EXECUTION,
DELIVERY OR PERFORMANCE OF THIS SECOND FORBEARANCE AGREEMENT BY THE ISSUER, NOR
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN, NOR COMPLIANCE WITH
THE PROVISIONS HEREOF (A) HAS VIOLATED OR WILL VIOLATE ANY LAW OR REGULATION OR
ANY ORDER OR DECREE OF ANY COURT OR GOVERNMENTAL AUTHORITY IN ANY RESPECT, OR
(B) DOES OR SHALL CONFLICT WITH OR RESULT IN THE BREACH OF, OR CONSTITUTE A
DEFAULT IN ANY RESPECT UNDER, ANY INDENTURE, MORTGAGE, DEED OF TRUST, SECURITY
AGREEMENT, AGREEMENT OR INSTRUMENT TO WHICH ISSUER IS A PARTY OR ISSUER OR ITS
PROPERTY MAY BE BOUND, OR (C) HAS VIOLATED OR WILL VIOLATE ANY PROVISION OF THE
CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER ORGANIZATIONAL OR GOVERNING
DOCUMENTS OF THE ISSUER, OR (D) HAS OR WILL RESULT IN, OR REQUIRE, THE CREATION
OR IMPOSITION OF ANY LIEN, CHARGE, SECURITY INTEREST OR OTHER ENCUMBRANCE ON ANY
OF THE ASSETS OR PROPERTIES OF THE ISSUER.
4.
COVENANT
4.1
THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THE ISSUER AND
ITS ADVISORS WILL CONTINUE TO DILIGENTLY PURSUE NEGOTIATIONS WITH HOLDERS (OR A
DESIGNATED SUBSET OF HOLDERS) OF THE TERMS OF A RESTRUCTURING AND WILL CONDUCT
SUCH NEGOTIATIONS IN GOOD FAITH.
IF THE SPECIAL COMMITTEE OF THE BOARD OF
DIRECTORS OF ACCURIDE AND ITS ADVISORS FAIL TO PURSUE GOOD FAITH NEGOTIATIONS
WITH THE HOLDERS (OR A DESIGNATED SUBSET OF HOLDERS) FOR A RESTRUCTURING,
HOLDERS (OR A DESIGNATED SUBSET OF HOLDERS) OR THEIR REPRESENTATIVE MAY PROVIDE
THE COMPANY WITH NOTICE OF THE BREACH OF THIS SECTION 4.1, AND IF SUCH BREACH IS
NOT CURED IN TWO (2) DAYS, THEY MAY TERMINATE
THIS SECOND FORBEARANCE AGREEMENT AND SHALL HAVE NO FURTHER RECOURSE AGAINST THE
ISSUER ON ACCOUNT OF SUCH BREACH.
5.
CONDITIONS TO EFFECTIVENESS
THE EFFECTIVENESS OF THE FORBEARANCE MADE PURSUANT TO THIS SECOND FORBEARANCE
AGREEMENT SHALL BE SUBJECT TO THE SATISFACTION OF EACH OF THE FOLLOWING
CONDITIONS PRECEDENT AND THE EFFECTIVE DATE OF THIS SECOND FORBEARANCE AGREEMENT
(THE "EFFECTIVE DATE") SHALL BE ON THE DATE ON WHICH EACH OF THE FOLLOWING
CONDITIONS PRECEDENT HAS BEEN SATISFIED:
5.1
THE ISSUER OR ITS COUNSEL SHALL HAVE RECEIVED COUNTERPARTS OF THIS
SECOND FORBEARANCE AGREEMENT, DULY AUTHORIZED, EXECUTED AND DELIVERED, BY