Amended And Restated Credit Agreement

Exhibit 10.3


AMENDED AND RESTATED CREDIT AGREEMENT


AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 16, 1999 among ACCURIDE CORPORATION, a Delaware corporation (the "U.S. BORROWER"), and ACCURIDE CANADA INC., a corporation organized and existing under the law of the Province of Ontario (the "CANADIAN BORROWER", and, together with the U.S. Borrower, the "Borrowers"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Initial Lenders (the "INITIAL LENDERS"), CITIBANK, N.A., a national banking association ("Citibank"), as the initial issuing bank (the "INITIAL ISSUING BANK"), CITICORP USA, INC., a Delaware corporation ("CITICORP"), as the swing line bank (the "SWING LINE BANK") and as administrative agent (together with any successor appointed pursuant to Article VIII, the "ADMINISTRATIVE AGENT") for the Lender Parties (as hereinafter defined), SALOMON SMITH BARNEY INC., as arranger (the "ARRANGER") for the Term C Facility (as hereinafter defined), BANKERS TRUST COMPANY ("BANKERS TRUST "), as syndication agent ("SYNDICATION AGENT") for the Lender Parties and WELLS FARGO BANK N.A. ("WELLS FARGO"), as documentation agent ("DOCUMENTATION AGENT") for the Lender Parties.


PRELIMINARY STATEMENTS:


(1) The Borrowers entered into a Credit Agreement dated as of January 21, 1998 (the "ORIGINAL CREDIT AGREEMENT") with the banks, financial institutions and other institutional lenders party thereto as Lenders (as defined therein), Citibank as Initial Issuing Bank, Citicorp as Swing Line Bank and as Administrative Agent, Citicorp Securities, Inc. as arranger for the Facilities (as defined therein), Bankers Trust Company as Syndication Agent and Wells Fargo Bank N.A. as Documentation Agent (such Lenders, Initial Issuing Bank and Swing Line Bank being the "ORIGINAL LENDER PARTIES").


(2) Pursuant to the Purchase Agreement dated as of April 1, 1999 (as amended, supplemented or otherwise modified in accordance with its terms, to the extent permitted in accordance with the Loan Documents (as hereinafter defined) the "AKW ACQUISITION AGREEMENT") among Accuride Ventures, Inc. a Delaware corporation ("ACCURIDE VENTURES"), the U.S. Borrower and Kaiser Aluminum & Chemical Corporation, a Delaware corporation ("KAC"), the U.S. Borrower has acquired (i) KAC's 50% membership interest in AKW General Partner L.L.C., a Delaware limited liability company ("AKW LLC"), and (ii) KAC's 49% limited partnership interest in AKW L.P., a Delaware limited partnership ("AKW LP"), for aggregate cash consideration of approximately $70,400,000 (such acquisitions being, collectively, the "AKW ACQUISITION"). Following the AKW Acquisition, (i) the U.S. Borrower owns a 50% membership interest in AKW LLC and a 49% limited partnership interest in AKW LP, and (ii) Accuride Ventures, Inc., a Delaware corporation ("ACCURIDE VENTURES") owns a 50% membership interest in AKW LLC and a 49% limited partnership interest in AKW LP.


(3) The Borrowers have requested that the Original Lender Parties amend and restate the Original Credit Agreement so that the Term C Lenders (as defined herein) will lend hereunder $100,000,000 to the U.S. Borrower to enable the U.S. Borrower to (i) refinance debt incurred by the U.S. Borrower for the purposes of consummating the AKW Acquisition and paying


transaction fees and expenses in connection therewith and (ii) prepay in part the Revolving Credit Advances outstanding under the Original Credit Agreement.


(4) The Original Lender Parties have indicated their willingness to agree to so amend and restate the Original Credit Agreement on the terms and conditions of this Agreement.


NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree that the Original Credit Agreement is amended and restated in its entirety to read as follows:


ARTICLE I ARTICLE I


DEFINITIONS AND ACCOUNTING TERMS
DEFINITIONS AND ACCOUNTING TERMS


SECTION 1.01. CERTAIN DEFINED TERMS.01. CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):


"ACCURIDE VENTURES" has the meaning specified in the
Preliminary Statements.


"ACQUISITION" means the acquisition by Hubcap of approximately
90% of the U.S. Borrower from Phelps Dodge pursuant to the Stock
Purchase Agreement.


"ADMINISTRATIVE AGENT" has the meaning specified in the
recital of parties to this Agreement.


"ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
Administrative Agent maintained by the Administrative Agent with
Citibank at its office at 399 Park Avenue, New York, New York 10043,
Account No. 3685-2248, Reference: Accuride.


"ADVANCE" means a Term A Advance, a Term B Advance, a Term C
Advance, a Revolving Credit Advance, a Swing Line Advance or a Letter
of Credit Advance.


"AFFILIATE" means, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by or is under common
control with such Person (or, in the case of any Lender which is an
investment fund, (i) the investment advisor thereof, and (ii) any other
investment fund having the same investment advisor), or is a director
or officer of such Person. For purposes of this definition, the term
"control" (including the terms "controlling," "controlled by" and
"under common control with") of a Person means the possession, direct
or indirect, of the power to vote 10% or more of the Voting Stock of
such Person or to direct or cause the direction of the management and
policies of such Person, whether through the ownership of Voting Stock,
by contract or otherwise.


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"AKW ACQUISITION" has the meaning specified in the Preliminary
Statements.


"AKW ACQUISITION AGREEMENT" has the meaning specified in the
Preliminary Statements.


"AKW INFORMATION MEMORANDUM" means the information memorandum
dated March 31, 1999, used by the Arranger in connection with the
syndication of the Term C Commitments.


"AKW LLC" has the meaning specified in the Preliminary
Statements


"AKW LLC AGREEMENT" means the Limited Liability Company
Agreement of AKW LLC dated as of May 1, 1997, as modified pursuant to
the AKW Acquisition Agreement, between Accuride Ventures and the U.S.
Borrower which governs the formation and operation of AKW LLC, as
amended, supplemented or otherwise modified from time to time in
accordance with the terms hereof and thereof.


"AKW LP" has the meaning specified in the Preliminary
Statements.


"AKW LP AGREEMENT" means the Limited Partnership Agreement of
AKW LP dated as of May 1, 1997, as modified pursuant to the AKW
Acquisition Agreement, among AKW LLC, Accuride Ventures and the U.S.
Borrower as amended, supplemented or otherwise modified from time to
time in accordance with the terms hereof and thereof.


"APPLICABLE LENDING OFFICE" means, with respect to (a) each
Term A Lender, such Lender Party's Canadian Lending Office in the case
of a Base Rate Advance and such Lender Party's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and (b) for each other
Lender Party, such Lender Party's Domestic Lending Office in the case
of a Base Rate Advance and such Lender Party's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance.


"APPLICABLE MARGIN" means, for Advances outstanding under each
of the Term A Facility, the Term B Facility, the Term C Facility and
the Revolving Credit Facility, a percentage per annum determined by
reference to the Performance Level as set forth for each such Facility
below:


(a) for Advances outstanding under the Term A Facility:


PERFORMANCE LEVEL BASE RATE ADVANCES EURODOLLAR RATE ADVANCES
----------------- ------------------ ------------------------

I 0.250% 1.250%
----------------------------------------------------------------------------------------------
II 0.250% 1.250%
----------------------------------------------------------------------------------------------


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III 0.500% 1.500%
----------------------------------------------------------------------------------------------
IV 0.750% 1.750%
----------------------------------------------------------------------------------------------
V 1.125% 2.125%
----------------------------------------------------------------------------------------------
VI 1.375% 2.375%
----------------------------------------------------------------------------------------------


(b) for Advances outstanding under the Term B Facility:


----------------------------------------------------------------------------------------------
PERFORMANCE LEVEL BASE RATE ADVANCES EURODOLLAR RATE ADVANCES
----------------------------------------------------------------------------------------------

I 0.500% 1.500%
----------------------------------------------------------------------------------------------
II 0.500% 1.500%
----------------------------------------------------------------------------------------------
III 0.750% 1.750%
----------------------------------------------------------------------------------------------
IV 1.000% 2.000%
----------------------------------------------------------------------------------------------
V 1.250% 2.250%
----------------------------------------------------------------------------------------------
VI 1.500% 2.500%
----------------------------------------------------------------------------------------------


(c) for Advances outstanding under the Term C Facility:


----------------------------------------------------------------------------------------------
PERFORMANCE LEVEL BASE RATE ADVANCES EURODOLLAR RATE ADVANCES
----------------------------------------------------------------------------------------------

A 1.250% 2.250%
----------------------------------------------------------------------------------------------
B 1.500% 2.500%
----------------------------------------------------------------------------------------------
C 1.750% 2.750%
----------------------------------------------------------------------------------------------


(d) for Advances outstanding under the Revolving Credit Facility:


----------------------------------------------------------------------------------------------
PERFORMANCE LEVEL BASE RATE ADVANCES EURODOLLAR RATE ADVANCES
----------------------------------------------------------------------------------------------

I 0.000% 0.875%
----------------------------------------------------------------------------------------------
II 0.125% 1.125%
----------------------------------------------------------------------------------------------


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III 0.375% 1.375%
----------------------------------------------------------------------------------------------
IV 0.625% 1.625%
----------------------------------------------------------------------------------------------
V 1.000% 2.000%
----------------------------------------------------------------------------------------------
VI 1.250% 2.250%
----------------------------------------------------------------------------------------------


For outstanding Advances under each of the Facilities, the Applicable
Margin for each Base Rate Advance and each Eurodollar Rate Advance
shall, (i) in the case of Advances other than Term C Advances, for the
first six months following the Closing Date, be determined by reference
to Performance Level V, (ii) in the case of Term C Advances, for the
first six months following the date of the Term C Advances hereunder,
be determined by reference to Performance Level B, and (iii) in each
case thereafter, the Applicable Margin for each Base Rate Advance shall
be determined by reference to the Performance Level in effect from time
to time and the Applicable Margin for each Eurodollar Rate 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 Administrative
Agent pursuant to Section 5.03(b) or (c) and (B) a certificate of the
chief financial officer of the U.S. Borrower is delivered by the U.S.
Borrower to the Administrative Agent 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 either 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 such Borrower on or after such day shall be increased or
decreased by an amount equal to any underpayment or overpayment so made
by such 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.


"APPLICABLE PERCENTAGE" means (a) for the six month period
immediately following the Closing Date, a rate per annum equal to
0.425% and (b) thereafter, a rate per annum determined by reference to
the applicable Performance Level as set forth below:


- --------------------------------------------------------------------------------
PERFORMANCE LEVEL COMMITMENT FEE - --------------------------------------------------------------------------------

I 0.250% - --------------------------------------------------------------------------------
II 0.300% - --------------------------------------------------------------------------------


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III 0.350% - --------------------------------------------------------------------------------
IV 0.375% - --------------------------------------------------------------------------------
V 0.375% - --------------------------------------------------------------------------------
VI 0.425% - --------------------------------------------------------------------------------


The Applicable Percentage determined pursuant to clause (b) above shall
be determined by reference to the Performance Level in effect from time
to time. Changes in the Applicable Percentage 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 Administrative Agent pursuant to Section 5.03(b) or
(c) and (B) a certificate of the chief financial officer of the U.S.
Borrower is delivered by the U.S. Borrower to the Administrative Agent
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 U.S.
Borrower shall have made any payments in respect of commitment fees
during the period (for purposes of this definition only, the "INTERIM
PERIOD") from 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 in respect of commitment fees due by such
Borrower on or after such day shall be increased or decreased by an
amount equal to any underpayment or overpayment so made by such
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.


"APPLICABLE RATE" has the meaning specified in Section
2.11(d).


"APPROPRIATE BORROWER" means, (a) with respect to the Term A
Facility, the Canadian Borrower and (b) with respect to the Term B
Facility, the Term C Facility, the Revolving Credit Facility, the Swing
Line Facility or the Letter of Credit Facility, the U.S. Borrower.


"APPROPRIATE LENDER" means, at any time, with respect to (a)
any of Term A Facility, the Term B Facility, the Term C Facility or the
Revolving Credit Facility, a Lender that has a Commitment with respect
to such Facility at such time, (b) the Letter of Credit Facility, (i)
the Issuing Bank and (ii) the other Revolving Credit Lenders and (c)
the Swing Line Facility, (i) the Swing Line Bank and (ii) if the other
Revolving Credit Lenders have made Swing Line Advances pursuant to
Section 2.02(b) that are outstanding at such time, each such other
Revolving Credit Lender.


"ARRANGER" has the meaning specified in the recital of parties
to this Agreement.


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"ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
entered into by a Lender Party and an Eligible Assignee, and accepted
by the Administrative Agent and the Appropriate Borrower, in accordance
with Section 9.07 and in substantially the form of Exhibit C hereto.


"AVAILABLE AMOUNT" means, as of any date of determination, an
amount equal to (a) the sum of (i) the amount of any capital
contributions (other than the capital contributions referred to in
Section 3.01(b)) made in cash to the U.S. Borrower during the period
from the Business Day immediately following the Closing Date to such
date, (ii) the aggregate amount of Net Cash Proceeds which are required
to be used to prepay Advances pursuant to Section 2.06(b)(ii) but are
not so used, and are retained by the U.S. Borrower, pursuant to Section
2.06(c) on or prior to such date, (iii) an amount equal to (x) the
cumulative amount of Excess Cash Flow for all Fiscal Years completed
prior to such date MINUS (y) the portion of such Excess Cash Flow that
has been on or prior to such date (or will be) applied to the
prepayment of Advances in accordance with Section 2.06(b)(i), (iv) the
aggregate amount of all cash dividends and other cash distributions
received by the U.S. Borrower or any Subsidiary Guarantor on or prior
to such date from any Persons which are not Restricted Subsidiaries
(other than the portion of any such dividends and other distributions
that is used by the U.S. Borrower or any Subsidiary Guarantor to pay
taxes), (v) the aggregate amount of all cash repayments of principal
received by the U.S. Borrower or any Subsidiary Guarantor on or prior
to such date from any Persons which are not Restricted Subsidiaries in
respect of loans made by the U.S. Borrower or such Subsidiary Guarantor
to such Persons and (vi) the aggregate amount of all net cash proceeds
received by the U.S. Borrower or any Subsidiary Guarantor on or prior
to such date in connection with the sale, transfer or other disposition
of its ownership interest in any Person which is not a Restricted
Subsidiary LESS (b) any amounts in subclauses (i) through (vi) of
clause (a) above used (i) for Investments pursuant to Section
5.02(e)(ix) or (xii), (ii) for prepayments of Debt pursuant to 5.02(g)
or (iii) for Capital Expenditures pursuant to Section 5.02(j)(i).


"AVAILABLE LC AMOUNT" of any Letter of Credit means, at any
time, the maximum amount available to be drawn under such Letter of
Credit at such time (assuming compliance at such time with all
conditions to drawing).


"BANK HEDGE AGREEMENT" means any interest rate Hedge Agreement
permitted under Article V that is entered into by and between the U.S.
Borrower and any Hedge Bank.


"BANKERS TRUST" has the meaning specified in the recital of
parties to this Agreement.


"BASE RATE" means a fluctuating interest rate per annum in
effect from time to time, which rate per annum shall at all times be
equal to the highest of:


(a) (i) with respect to Term B Advances, the Term C
Advances and Revolving Credit Advances, the rate of interest
announced publicly by Citibank in New York, New York, from
time to time, as Citibank's base rate and (ii) with respect to
Term A Advances, the variable rate of interest per annum
specified from time to


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time by Citibank as the reference rate of interest established
or quoted from time to time by Citibank Canada and then in
effect for determining interest rates on United States dollar
denominated commercial loans made by Citibank Canada in
Canada;


(b) the sum (adjusted to the nearest 1/16 of 1% or,
if there is no nearest 1/16 of 1%, to the next higher 1/16 of
1%) of (i) 1/2 of 1% per annum, PLus (ii) the rate obtained by
dividing (A) the latest three-week moving average of secondary
market morning offering rates in the United States for
three-month certificates of deposit of major United States
money market banks, such three-week moving average (adjusted
to the basis of a year of 360 days) being determined weekly on
each Monday (or, if such day is not a Business Day, on the
next succeeding Business Day) for the three-week period ending
on the previous Friday by Citibank on the basis of such rates
reported by certificate of deposit dealers to and published by
the Federal Reserve Bank of New York or, if such publication
shall be suspended or terminated, on the basis of quotations
for such rates received by Citibank from three New York ...