Form Of Repayment & Stock Pledge.

Exhibit 10.5


FORM OF REPAYMENT AND STOCK PLEDGE AGREEMENT


THIS REPAYMENT AND STOCK PLEDGE AGREEMENT dated as of ______________ is made and entered into by and between Accuride Corporation, a Delaware corporation (the "Company"), and ____________ (the "Pledgor").


RECITALS


A. The Company has entered into a Stockholder's Agreement dated as of
____________ with the Pledgor and Hubcap Acquisition L.L.C. (the
"Stockholder's Agreement") whereby the Company has agreed to issue and
sell to Pledgor certain shares of common stock, par value $0.01 per
share, of the Company (the "Common Stock"), and has granted or may in
the future grant to Pledgor options to purchase Common Stock.


B. As part of the purchase price for the Purchase Stock (as defined in
the Stockholder's Agreement), the Pledgor is delivering to the Company
the promissory note of the Pledgor of even date herewith in the
principal amount of $___________ (the "Note").


C. The Pledgor wishes to grant further security and assurance to the
Company in order to secure the payment of the Note and, to that
effect, to pledge to the Company the Stock (as defined in the
Stockholder's Agreement) to be acquired pursuant to the Stockholder's
Agreement.


AGREEMENT


NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:


1. PLEDGE.


(a) As security for the payment and performance of all obligations of the Pledgor on the Note, including the payment of the principal of and interest on the Note, and in order to secure the Pledgor's obligations under this Agreement, the Pledgor hereby delivers, pledges and assigns the Stock to the Company and creates in the Company a security interest in the Pledged Securities (as defined below).


(b) The "Pledged Securities" under this Agreement shall consist of the Stock and all securities, certificates and instruments representing or evidencing ownership of the Pledged Securities hereunder, and all proceeds and products of any Pledged Securities hereunder, including, without limitation, stock, cash, property or other dividends, securities, rights and other property now or hereafter at any time or from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such Pledged Securities including proceeds delivered to the Pledgee pursuant to Section 2 and any substituted or additional Pledged Securities required to be supplied under the terms of this Agreement.


2. REPAYMENT. The Pledgor hereby agrees that at any time if the Pledgor shall have received any cash payment or other distribution in respect of, or upon transfer, sale or other disposition of, the Pledged Securities, then and in each case until the Note is paid in full (including interest), the Pledgor shall immediately deliver to the Company such amount (net of applicable income taxes at the Pledgor's actual rate) in partial or full payment of the principal and interest on the Note.


3. ADMINISTRATION OF PLEDGED SECURITIES. The following provisions shall govern the administration of the Pledged Securities:


(a) So long as no Event of Default (as defined below) has occurred and is continuing the Pledgor shall be entitled to act with respect to the Pledged Securities in any manner not inconsistent with this Agreement, the Stockholder's Agreement, the Note, or any document or instrument delivered or to be delivered pursuant to or in connection with the Stockholder's Agreement.


(b) The Pledgor shall immediately upon request by the Company and in confirmation of the security interests hereby created, execute and deliver to the Company such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Company shall request, including any financing statement and amendments thereto, or any other documents, as required under Delaware law and other applicable law to protect the security interests created hereunder.


4. DEFAULTS. The occurrence of any one or more of the following events or conditions shall constitute an "Event of Default" under this Agreement:


(a) The Pledgor fails to make any principal or interest payment required pursuant to the Note within 30 days of the due date therefor.


(b) The Pledgor makes or has made or furnishes or has furnished, any material written warranty, representation or statement to Company in connection with this Agreement, the Note or the Stockholder's Agreement which is or was false or misleading when made or furnished.


(c) Any lien or encumbrance other ...