THIRD TEMPORARY
WAIVER AGREEMENT, DATED AS OF SEPTEMBER 15, 2009, BY AND AMONG ACCURIDE
CORPORATION, ACCURIDE CANADA INC., THE LENDERS PARTY THERETO AND CITICORP
USA, INC.
(D)
"THIRD TEMPORARY WAIVER TERMINATION DATE" SHALL HAVE THE MEANING
ASCRIBED TO IT IN THE THIRD TEMPORARY WAIVER.
(E)
"SENIOR CREDIT FACILITIES" SHALL MEAN THE CREDIT AGREEMENT DATED
AS OF JANUARY 31, 2005, AS AMENDED FROM TIME TO TIME, AMONG THE ISSUER, ACCURIDE
CANADA INC., A CORPORATION ORGANIZED AND EXISTING UNDER THE LAW OF THE PROVINCE
OF ONTARIO, THE LENDERS NAMED THEREIN, DEUTSCHE BANK TRUST COMPANY AMERICAS (AS
SUCCESSOR TO CITICORP USA, INC.), AS THE ADMINISTRATIVE AGENT, AND OTHER AGENT
PARTIES THERETO.
(F)
"TERMINATION EVENT" SHALL MEAN THE OCCURRENCE OF ANY OF THE
FOLLOWING EVENTS:
(I)
ANY EVENT OF DEFAULT, OTHER THAN THE SPECIFIED DEFAULT;
(II)
ANY BREACH OF ANY OF THE CONDITIONS OR AGREEMENTS PROVIDED IN
THIS SECOND FORBEARANCE AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE COVENANT
SET FORTH IN SECTION 4.1 (IT BEING AGREED THAT PRIOR TO DECLARING A TERMINATION
EVENT FOR FAILURE TO SATISFY THE COVENANT IN SECTION 4.1, HOLDERS OR THEIR
REPRESENTATIVE MUST FIRST PROVIDE THE COMPANY WITH NOTICE OF THE BREACH AND AT
LEAST TWO (2) DAYS TO CURE SUCH BREACH);
(III)
THE TRUSTEE PURSUES ANY OTHER REMEDIES OR RIGHTS PERMITTED UNDER
SECTION 502 OR 503 OF THE INDENTURE (NOTWITHSTANDING ITS HAVING RECEIVED THE
NOTICE REQUIRED BY THE LAST SENTENCE OF SECTION 2.1(A));
(IV)
THE LENDERS UNDER THE SENIOR CREDIT FACILITIES ACCELERATE THE
OBLIGATIONS UNDER THE SENIOR CREDIT FACILITIES OR PURSUE ANY REMEDIES OR RIGHTS
IN RESPECT OF THE SENIOR CREDIT FACILITIES PERMITTED BY SECTION 7.01 OF THE
SENIOR CREDIT FACILITIES; OR
(V)
THE LENDERS UNDER THE SENIOR CREDIT FACILITIES DO NOT EXTEND THE
THIRD TEMPORARY WAIVER TERMINATION DATE THROUGH AND INCLUDING AT LEAST
OCTOBER 5, 2009 OR OTHERWISE GRANT AN ADDITIONAL WAIVER OF ANY DEFAULT OR EVENT
OF DEFAULT (EACH AS DEFINED IN THE SENIOR CREDIT FACILITIES) UNDER THE SENIOR
CREDIT FACILITIES OR AGREE TO FORBEAR FROM TAKING ANY
ENFORCEMENT ACTION (AS DEFINED IN THE SECOND TEMPORARY WAIVER) THROUGH AND
INCLUDING AT LEAST OCTOBER 5, 2009, ON OR BEFORE SEPTEMBER 30, 2009.
1.2
INTERPRETATION.
ALL CAPITALIZED TERMS USED HEREIN SHALL HAVE THE
MEANINGS ASSIGNED THERETO IN THE INDENTURE UNLESS OTHERWISE DEFINED HEREIN.
2.
Provisional Forbearance as to Specified Default
2.1
ACKNOWLEDGMENT OF DEFAULT.
(A)
THE ISSUER HEREBY ACKNOWLEDGES AND AGREES THAT (I) $11,687,500 OF
INTEREST ON THE NOTES DUE AUGUST 3, 2009 WAS NOT PAID, AND, AS THE DATE HEREOF,
REMAINS UNPAID AND SUCH FAILURE TO PAY CONSTITUTES AN EVENT OF DEFAULT (THE
"SPECIFIED DEFAULT") PURSUANT TO SECTION 501(II) OF THE INDENTURE; AND
(II) IMMEDIATELY UPON THE OCCURRENCE OF THE SPECIFIED DEFAULT, THE TRUSTEE OR
HOLDERS OF AT LEAST 30% OF THE PRINCIPAL AMOUNT OF OUTSTANDING NOTES ARE
ENTITLED TO EXERCISE CERTAIN RIGHTS AND REMEDIES UNDER THE INDENTURE, THE NOTES
AND APPLICABLE LAW.
THE ISSUER HEREBY REPRESENTS AND WARRANTS THAT EXCEPT FOR
THE SPECIFIED DEFAULT, NO OTHER DEFAULTS OR EVENTS OF DEFAULT UNDER THE
INDENTURE HAVE OCCURRED AND ARE