Exhibit 10.1
EXECUTION VERSION
FORBEARANCE AGREEMENT
THIS FORBEARANCE AGREEMENT (this " Forbearance Agreement"), dated as of
August 31, 2009, is entered into by and among certain holders of the 8-1/2%
Senior Subordinated Notes due 2015 ("Notes") issued pursuant to an indenture
dated as of January 31, 2005 (the "Indenture") among the Issuer (as defined
below), certain guarantors (the "Guarantors") and The Bank of New York Mellon
Trust Company, N.A.(f.k.a. The Bank of New York Trust Company, N.A.), as Trustee
(the "Trustee"), which holders are signatories hereto (each individually a
"Holder" and collectively, "Holders"), and Accuride Corporation, a Delaware
corporation ("Issuer").
W I T N E S S E T H:
WHEREAS, the Issuer has not paid the $11,687,500 of interest on the Notes due on
August 3, 2009;
WHEREAS, pursuant to Section 501(ii) of the Indenture, such failure is not an
Event of Default for a period of 30 days after the due date (such 30-day period,
a "grace period");
WHEREAS, the Issuer is engaged in discussions with lenders under its Senior
Credit Facilities and with the Holders regarding a restructuring of its capital
structure (a "Restructuring");
WHEREAS, the Issuer has requested, among other things, that Holders
provisionally forbear from exercising their rights and remedies under the
Indenture and the Notes as a result of the foregoing default;
WHEREAS, the parties hereto desire to enter into this Forbearance Agreement to
evidence and effectuate such provisional forbearance, subject to the terms and
conditions and to the extent set forth herein; and
WHEREAS, Holders are willing to agree to provisionally forbear from exercising
their rights and remedies under the Notes and the Indenture and applicable law,
subject to the terms and conditions and to the extent set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and the respective
agreements, warranties and covenants contained herein, the parties hereto agree,
covenant and warrant as follows:
1.
DEFINITIONS
1.1
DEFINITIONS.
AS USED HEREIN, THE FOLLOWING TERMS SHALL HAVE THE
RESPECTIVE MEANINGS GIVEN TO THEM BELOW:
(A)
"FORBEARANCE AGREEMENT" SHALL MEAN THIS FORBEARANCE AGREEMENT BY
AND AMONG ISSUER AND HOLDERS, AS THE SAME NOW EXISTS OR MAY HEREAFTER BE
AMENDED, MODIFIED, EXTENDED, RENEWED, RESTATED OR REPLACED.
(B)
"FORBEARANCE TERMINATION DATE" SHALL MEAN THE EARLIEST TO OCCUR OF
SEPTEMBER 30, 2009, OR THE DATE OF THE OCCURRENCE OF ANY TERMINATION EVENT.
(C)
"SECOND TEMPORARY WAIVER" SHALL MEAN THAT CERTAIN SECOND TEMPORARY
WAIVER AGREEMENT, DATED AS OF AUGUST 14, 2009, BY AND AMONG ACCURIDE
CORPORATION, ACCURIDE CANADA INC., THE LENDERS PARTY THERETO AND CITICORP
USA, INC.
(D)
"SECOND TEMPORARY WAIVER TERMINATION DATE" SHALL HAVE THE MEANING
ASCRIBED TO IT IN THE SECOND 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