Amended Credit Agreement

AMENDMENT NO. 2 TO THE
CREDIT AGREEMENT


Dated as of December 31, 1999


AMENDMENT NO. 2 TO THE CREDIT AGREEMENT among ACCURIDE DE MEXICO, S.A. DE C.V., a corporation organized and existing under the laws of the United Mexican States (the "BORROWER"), ACCURIDE CORPORATION, a Delaware corporation ("ACCURIDE") and CITIBANK MEXICO, S.A., GRUPO FINANCIERO CITIBANK (the "LENDER").


PRELIMINARY STATEMENTS:


(1) The Borrower and the Lender have entered into Credit Agreement dated as of July 9, 1998, as amended by Amendment No. 1 dated as of September 13, 1999 (such Credit agreement as so amended being the "CREDIT AGREEMENT"). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.


(2) The Lender has entered into the Participation Agreement with The Bank of Nova Scotia and Comerica Bank.


(3) Accuride has entered into the Parent Guaranty, the Completion Guaranty and the Pledge Agreement in favor of the Lender, and has entered into the Guarantor Credit Agreement with the financial institutions party thereto as Lenders, Citibank, N.A. as Issuing Bank, Citicorp USA, Inc. as Swing Line Bank, Citicorp USA, Inc., as administrative agent, and Salomon Smith Barney Inc., as arranger.


(4) The Borrower and Accuride have requested that certain covenants contained in the Credit Agreement be deleted by reason of the existence of corresponding covenants contained in the Guarantor Credit Agreement and have requested that the Lender amend the Credit Agreement to such effect.


(5) The Lender is, on the terms and conditions stated below, willing to grant such request.


SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:


(a) The definition of "Applicable Margin" in Section 1.01 is
amended to delete in its entirety the current definition and to
substitute in place of such definition a new definition to read as
follows:


"APPLICABLE MARGIN" means, for Advances outstanding
under each of the Term Facility and the Working Capital
Facility and subject to the final paragraph of this
definition, a percentage per annum determined by reference to
the Performance Level as set forth for each such Facility
below:


=================================== ===================================== ================================
Performance Level Term Facility Working Capital Facility
=================================== ===================================== ================================

I 1.500% 1.125%
=================================== ===================================== ================================
II 1.500% 1.375%
=================================== ===================================== ================================
III 1.750% 1.625%
=================================== ===================================== ================================
IV 2.000% 1.875%
=================================== ===================================== ================================
V 2.375% 2.250%
=================================== ===================================== ================================
VI 2.625% 2.500%
=================================== ===================================== ================================


For outstanding Advances under each of the Facilities, the
Applicable Margin for each Advance shall be determined by
reference to the Performance Level in effect on the first day
of each Interest Period for such Advance. Changes in the
Applicable Margin resulting from changes in the Performance
Level shall become effective (for purposes of this definition
only, the date of such effectiveness being the "EFFECTIVE
DATE") as of the first day following the last day of the most
recent Fiscal Quarter or Fiscal Year for which (A) financial
statements are delivered to the Lender pursuant to Section
7(e)(ii) or (iii) of the Parent Guaranty and (B) a certificate
of the chief financial officer of the Guarantor is delivered
by the Guarantor to the Lender setting forth, with respect to
such financial statements, the then-applicable Performance
Level and the basis of the calculations therefor, and shall
remain in effect until the next change to be effected pursuant
to this definition; PROVIDED that, (i) if the Borrower shall
have made any payments in respect of interest during the
period (for purposes of this definition only, the "INTERIM
PERIOD") from and including the Effective Date to the day on
which any change in Performance Level is determined as
provided above, then the amount of the next such payment of
interest due by the Borrower on or after such day shall be
increased or decreased by an amount equal to any underpayment
or overpayment so made by the Borrower during such Interim
Period and (ii) each determination of the Performance Level
pursuant to this definition shall be made with respect to the
Measurement Period ending at the end of the fiscal period
covered by the relevant financial statements.


Anything in this definition or elsewhere in this
Agreement to the contrary notwithstanding, if the "Applicable
Margin" at any "Performance Level" for "Eurodollar Rate
Advances" outstanding under either (i) the "Term A Facility"
or (ii) the "Revolving Credit Facility" under, and as defined
in, the Guarantor Credit Agreement, is increased by any
amendment or other modification to the Guarantor Credit
Agreement, the corresponding Applicable


Margin under this Agreement shall be increased to be equal
to the sum of such "Applicable Margin" as so increased plus
0.250% per annum, it being understood for purposes of
determining the corresponding Applicable Margin under this
Agreement, that the Applicable Margin for Advances
ou ...