Exhibit 10.2
LAST OUT DEBT AGREEMENT
This LAST OUT DEBT AGREEMENT (this "Agreement"), dated as of February 4, 2009,
is entered into by and between Accuride Corporation, a Delaware corporation (the
"Company"), and Sun Accuride Debt Investments, LLC (the "Investor").
Certain
capitalized terms used herein are defined in Section 4.1 hereof.
W I T N E S S E T H:
WHEREAS, the Company is a party to that certain Fourth Amended and Restated
Credit Agreement, dated as of January 31, 2005, among the Company, Accuride
Canada Inc., the banks, financial institutions and other institutional lenders
listed on the signature pages thereto, Citicorp USA, Inc., and such other agents
and arrangers party thereto, as amended by the First Amendment dated as of
November 28, 2007 (the "Credit Agreement");
WHEREAS, the Company anticipates that it will be in default of certain
financial covenants in the Credit Agreement as of December 31, 2008 and desired
that the Credit Agreement be amended to reset certain financial covenants and
provide other relief favorable to the Company;
WHEREAS, the Investor is a Term Lender under the Credit Agreement holding loans
in the original principal amount of $70,065,846 (the "Term Loans");
WHEREAS, the Company has negotiated an amendment to the Credit Agreement to
reset certain of the financial covenants and provide other relief favorable to
the Company (the Credit Agreement as so amended, the "Amended Credit
Agreement"); and
WHEREAS, the Investor is willing to enter into such amendment on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, and of the representations,
warranties, covenants and agreements set forth herein, the parties agree as
follows:
SECTION I
CLOSING TRANSACTIONS
1.1
Closing.
The closing of the Transaction (the "Closing") will take
place at the offices of Kirkland & Ellis LLP, 200 E. Randolph Drive, Chicago,
Illinois, 60601, at 10:00 a.m., local time, on the date hereof (the "Closing
Date").
1.2
Closing Transactions.
At the Closing:
(A)
THE INVESTOR, THE COMPANY, THE COMPANY'S
SUBSIDIARIES AND THE OTHER PARTIES THERETO SHALL EXECUTE AND DELIVER TO THE
OTHER PARTIES THERETO THE AMENDED CREDIT AGREEMENT;
1
(B)
THE COMPANY SHALL DULY ADOPT THE AMENDED AND
RESTATED BYLAWS ATTACHED HERETO AS ANNEX A (THE "AMENDED AND RESTATED BYLAWS")
AND DELIVER TO THE INVESTOR A CERTIFIED COPY THEREOF, AS THE COMPANY'S BYLAWS IN
EFFECT AS OF THE CLOSING;
(C)
THE COMPANY SHALL FILE WITH THE SECRETARY
OF STATE OF THE STATE OF DELAWARE THE CERTIFICATE OF DESIGNATION CONTAINING THE
PROVISIONS IN THE FORM ATTACHED HERETO AS ANNEX B (THE "CERTIFICATE OF
DESIGNATION") CREATING A SERIES OF ONE SHARE OF PREFERRED STOCK DESIGNATED AS
SERIES A PREFERRED STOCK;
(D)
THE COMPANY SHALL DELIVER TO THE INVESTOR
CERTIFIED COPIES OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND OR ANY
DOCUMENT AMENDATORY OR SUPPLEMENTAL THERETO INCLUDING THE CERTIFICATE OF
DESIGNATION, EACH AS IN EFFECT AT THE CLOSING;
(E)
THE COMPANY SHALL DELIVER THE SERIES A
PREFERRED SHARE (THE "PREFERRED SHARE") TO THE INVESTOR;
(F)
THE COMPANY SHALL EXECUTE AND DELIVER