Amended And Restated Pledge Agreement

Exhibit 10.4


AMENDED AND RESTATED PLEDGE AGREEMENT


AMENDED AND RESTATED PLEDGE AGREEMENT dated April 16, 1999 made by ACCURIDE CORPORATION, a Delaware corporation (the "U.S. BORROWER"), ACCURIDE CANADA INC., a corporation organized and existing under the laws of the Province of Ontario (the "CANADIAN BORROWER"), and ACCURIDE VENTURES, INC., a Delaware corporation ("ACCURIDE VENTURES") (together with the U.S. Borrower, the Canadian Borrower and each of the Additional Pledgors (as defined in Section 18(b) below), collectively the "PLEDGORS" and each individually a "PLEDGOR"), to CITICORP USA, INC. ("CUSA"), as administrative agent (the "ADMINISTRATIVE AGENT") for the Lenders and the other Secured Parties (each as defined in the Credit Agreement referred to below).


PRELIMINARY STATEMENTS:


(1) The U.S. Borrower and the Canadian Borrower entered into a Pledge Agreement dated January 21, 1998 (the "ORIGINAL PLEDGE AGREEMENT") in favor of the Administrative Agent, pursuant to which the U.S. Borrower pledged the Initial Pledged Shares (as defined therein).


(2) The Lender Parties, the Administrative Agent, Salomon Smith Barney Inc, as arranger, Bankers Trust Company, as syndication agent and Wells Fargo Bank N.A., as documentation agent have entered into an Amended and Restated Credit Agreement dated as of April 16, 1999 (said Amended and Restated Credit Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the "CREDIT AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined) with the U.S. Borrower and the Canadian Borrower. Pursuant to the Original Credit Agreement, the Term A Lenders made Term A Advances to the Canadian Borrower, the Term B Lenders made Term B Advances to the U.S. Borrower, and the Revolving Credit Lenders made Revolving Credit Advances to the U.S. Borrower, in each case to finance, in part, the acquisition by the Investor Group of not less than 90% of the outstanding shares of common stock of the U.S. Borrower pursuant to the Stock Purchase Agreement and to pay transaction fees and expenses in connection therewith and, in the case of Revolving Credit Advances, to provide working capital for, and for the general corporate purposes of, the U.S. Borrower and its Subsidiaries. Pursuant to the Credit Agreement, the Term C Lenders will make Term C Advances to the U.S. Borrower to refinance debt incurred by the U.S. Borrower in connection with the AKW Acquisition and to prepay in part Revolving Credit Advances outstanding under the Original Credit Agreement, and from time to time the Lender Parties will make Advances to and issue Letters of Credit for the benefit of the U.S. Borrower in order to provide working capital for the U.S. Borrower and its Subsidiaries.


(3) The Borrowers may have invested in, or may from time to time hereafter invest in, Hedge Agreements with one or more Lenders to obtain protection against fluctuations in the interest rates applicable to outstanding Advances to the extent permitted by Section 5.02(b)(i)(B) of the Credit Agreement (collectively, the "BANK HEDGE AGREEMENTS").


(4) Each Pledgor is the owner of the type, number and percentage of the issued and outstanding shares of stock, limited liability company membership interests, limited partnership interests and other equity interests set forth opposite name of such Pledgor and described on Schedule I hereto.


(5) (a) The U.S. Borrower has opened a cash collateral account (the "U.S. BORROWER CASH COLLATERAL Account") with Citibank, N.A. ("CITIBANK") at its offices at 399 Park --Avenue, New York, New York 10043, Account No. 4075-2223 and (b) the Canadian Borrower has opened a cash collateral account (the "CANADIAN BORROWER CASH COLLATERAL ACCOUNT" and, together with the U.S. Borrower Cash Collateral Account, the "CASH COLLATERAL ACCOUNTS") with Citibank at its Affiliate's offices at 123 Front Street West, Toronto, Ontario, Canada, Account No. 2/012752/027. Each of the Cash Collateral Accounts have been opened in the name of applicable Borrower pursuant to, and for the purpose set forth in Section 2.06(b)(vii) of the Credit Agreement and Section 15(e) of this Agreement, and are under the sole and exclusive dominion and control of the Administrative Agent and subject to the terms of this Agreement.


(6) It is a condition precedent to the effectiveness of the Credit Agreement and the making of Term C Advances by the Term C Lenders under the Credit Agreement that the Original Pledge Agreement shall be amended and restated so that (i) the U.S. Borrower shall pledge hereunder, in addition to the Initial Pledged Shares (as defined in the Original Pledge Agreement), its 50% limited liability company membership interest in AKW General Partner L.L.C., a Delaware limited liability company ("AKW LLC"), and its 49% limited partnership interest in AKW L.P., a Delaware limited partnership ("AKW LP"), and (ii) Accuride Ventures shall pledge hereunder its 50% limited liability company membership interest in AKW LLC and its 49% limited partnership interest in AKW LP.


NOW, THEREFORE, in consideration of the premises, each Pledgor hereby agrees with the Administrative Agent for its benefit and the ratable benefit of the Secured Parties as follows, and that the Original Pledge Agreement is amended and restated in its entirety to read as follows:


SECTION 1. GRANT OF SECURITY1. GRANT OF SECURITY. Each Pledgor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties a security interest in, the following (collectively, the "COLLATERAL"):


(a) all of the following (the "SECURITY COLLATERAL"):


(i) the shares of stock, limited liability company
membership interests, limited partnership interests and other
equity interests set forth opposite such Pledgor's name on
Schedule I hereto and issued by the Persons named therein
(such shares, limited liability company membership interests,
limited partnership interests and other equity interests being
collectively referred to herein as the "INITIAL PLEDGED
INTERESTS", and, together with the Additional Pledged
Interests referred to in clause (ii) below and the shares,
limited liability company membership interests, limited
partnership interests and other equity interests referred to
in clause (iii) below, the "PLEDGED INTERESTS"), whether or
not evidenced by certificates, and all certificates, if any,
representing Initial Pledged Interests and all dividends,
distributions, cash, instruments and other property and assets
from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the
Pledged Interests;


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(ii) the Additional Pledged Interests as defined and
described in each Pledge Agreement Supplement (as defined in
Section 18(b) hereof) executed by such Pledgor, whether or not
evidenced by certificates, and all certificates, if any,
representing such Pledged Interests and all dividends,
distributions, cash, instruments and other property and assets
from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of
such Additional Pledged Interests;


(iii) all additional shares of stock, limited
liability company membership interests, limited partnership
interests and other equity interests in any issuer or issuers
of Pledged Interests from time to time acquired by such
Pledgor in any manner, whether or not evidenced by
certificates, and all certificates, if any, representing such
Pledged Interests and all dividends, distributions, cash,
instruments and other property and assets from time to time
received, receivable or otherwise distributed in respect of or
in exchange for any or all of such shares; PROVIDED, HOWEVER,
that such Pledgor shall not be required to pledge any shares
of stock, limited liability company membership interests,
limited partnership interests or other equity interest owned
by it in any Foreign Subsidiary, other than the Canadian
Borrower (subject, however, to the PROVISO to Section 2
hereof), to the extent that such pledge, when aggregated with
all of the other shares, limited liability company membership
interests, limited partnership interests or other equity
interests in such Subsidiary pledged by such Pledgor and the
other Pledgors would result in more than 66% of the voting
shares, limited liability company membership interests,
limited partnership interests and other equity interests
(within the meaning of Treasury Regulation Section
1.956-2(c)(2) promulgated under the Internal Revenue Code)
(the "VOTING INTERESTS") being pledged to the Administrative
Agent on behalf of itself and the Secured Parties under this
Agreement; and PROVIDED FURTHER that if as a result of any
change in the tax laws of the United States after the date of
this Agreement, the pledge by such Pledgor of any additional
shares of stock, limited liability company membership
interests or limited partnership interests or other equity
interests in such Subsidiary would not result in an increase
in the aggregate net consolidated tax liabilities of the U.S.
Borrower and its Subsidiaries, then, promptly after the change
in such laws, such Pledgor shall pledge all such additional
shares of stock, limited liability company membership
interests or limited partnership interests and other equity
interests to the Administrative Agent under this Agreement;
and


(iv) all of the Debt from time to time owed to such
Pledgor (including, without limitation, such Pledgor that is
an Additional Pledgor) by any Person in an aggregate principal
amount in excess of $5,000,000 incurred in connection with a
transaction permitted by Section 5.02(d)(ii) of the Credit
Agreement, and all of the instruments evidencing such Debt,
all security therefor and all interest, cash, instruments and
other property and assets from time to time received,
receivable or otherwise distributed in respect of or in
exchange for any or all of such Debt;


(b) all of the following (collectively, the "ACCOUNT COLLATERAL"):


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(i) in the case of the U.S. Borrower, the U.S.
Borrower Cash Collateral Account, all of the funds held
therein and all of the certificates and instruments, if any,
from time to time representing or evidencing the U.S. Borrower
Cash Collateral Account;


(ii) in the case of the Canadian Borrower, the
Canadian Borrower Cash Collateral Account, all of the funds
held therein and all of the certificates and instruments, if
any, from time to time representing or evidencing the Canadian
Borrower Cash Collateral Account;


(iii) all of the Collateral Investments (as defined
in Section 5(b)) made on behalf of such Pledgor from time to
time and all of the certificates and instruments, if any, from
time to time representing or evidencing any of the Collateral
Investments made on behalf of such Pledgor;


(iv) all of the notes, certificates of deposit,
deposit accounts, checks and other instruments from time to
time hereafter delivered to or otherwise possessed by the
Administrative Agent for or on behalf of such Pledgor in
respect of or in exchange for any or all of the then existing
Account Collateral; and


(v) all of the interest, dividends, distributions,
cash, instruments and other property and assets from time to
time received, receivable or otherwise distributed in respect
of or in exchange for any or all of the then existing Account
Collateral; and


(c) all of such Pledgor's right, title and interest, whether
now owned or hereafter acquired, in the AKW LP Agreement and the AKW
LLC Agreement, in each case as such agreement may be amended,
supplemented or otherwise modified from time to time (collectively, the
"ASSIGNED AGREEMENTS"), including, without limitation, whether now
existing or hereafter acquired or arising, (i) all rights of such
Pledgor to receive monies and other property or assets due and to
become due to such Pledgor under or pursuant to any of the Assigned
Agreements, (ii) all claims of such Pledgor for damages arising out of
or default under any Assigned Agreement, (iii) all rights of such
Pledgor to receive proceeds of any insurance, indemnity, warranty or
guaranty with respect to any Assigned Agreement, (iv) all rights of
such Pledgor to perform under any Assigned Agreement and to receive and
compel performance and otherwise exercise all remedies thereunder and
(v) any and all other rights, interests and claims of such Pledgor
under, relating to or arising in connection with the Assigned
Agreements; and


(d) all proceeds of any and all of the foregoing Collateral
(including, without limitation, proceeds that constitute property of
the types described in clauses (a) through (c) of this Section 1).


SECTION 2. SECURITY FOR OBLIGATIONS2. SECURITY FOR OBLIGATIONS. The pledge and assignment of and the grant of a security interest in the Collateral by each Pledgor under this Agreement secure the payment of all Obligations of such Pledgor now or hereafter existing under the


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Loan Documents, whether for principal, interest, fees, indemnities, costs, expenses or otherwise (all such Obligations being the "SECURED OBLIGATIONS" of such Pledgor); PROVIDED, HOWEVER, that the pledge and assignment by the U.S. Borrower of and the grant by the U.S. Borrower of a security interest in the Pledged Interests issued by the Canadian Borrower shall be limited as follows: (i) the pledge and assignment of and the grant of a security interest in 66%, and only 66%, of such Pledged Interests secure the payment of the Obligations of the U.S. Borrower now or hereafter existing under the Loan Documents other than the Obligations of the U.S. Borrower under the Guaranty and (ii) the pledge and assignment of and the grant of a security interest in 100% of such Pledged Interests secure the payment by the U.S. Borrower pursuant to the Guaranty of the Guaranteed Obligations of the Canadian Borrower now or hereafter existing under the Loan Documents.


SECTION 3. DELIVERY OF SECURITY COLLATERAL AND ACCOUNT COLLATERAL; CONSENT TO PLEDGE3. DELIVERY OF SECURITY COLLATERAL AND ACCOUNT COLLATERAL; CONSENT TO PLEDGE. (a) All certificates or instruments representing or evidencing Security Collateral and the Account Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. Each Pledgor shall, in respect of each Pledged Interest pledged by it hereunder and not evidenced by a certificate or instrument, deliver to the Administrative Agent (i) an assignment in blank referred to in Section 3.04(b)(viii)(A) of the Credit Agreement with respect to such Pledged Interest and (ii) financing statements referred to in Section 3.04(b)(viii)(B) of the Credit Agreement covering such Pledged Interest. The Administrative Agent shall have the right, at any time upon the occurrence and continuance of a Default under Section 7.01(a) or (f) of the Credit Agreement or upon the occurrence of an Event of Default, in its sole discretion and without notice to any Pledgor, to transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral or the Account Collateral, subject only to the revocable rights specified in Section 10(a). In addition, the Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral or the Account Collateral for certificates or instruments of smaller or larger denominations.


(b) In the case of the Pledged Interests of the Canadian Borrower, the U.S. Borrower hereby agrees to deliver or cause to be delivered to the Administrative Agent any consent required under the articles of incorporation of the Canadian Borrower to the transfer of the Pledged Interests of the Canadian Borrower to the Administrative Agent effected by Section 1(a) hereof, concurrently with the delivery of duly executed instruments of transfer or assignment in blank in respect of such Pledged Interests in accordance with Section 3(a).


(c) Each Pledgor shall (i) cause each of the issuers of the Pledged Interests owned by such Pledgor not to issue any shares of stock, limited liability company membership interests, limited partnership interests or other equity interests in addition to or in substitution for the Pledged Interests except to such Pledgor, and (ii) deliver or otherwise transfer to the Administrative Agent hereunder pursuant to subsections (a) and (b) above, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock, limited liability company membership interests, limited partnership interests or other equity interests of each of such issuers, subject to the PROVISOS contained in Section 1(a)(iii) of this Agreement.


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(d) The U.S. Borrower and Accuride Ventures, as members of AKW LLC and limited partners of AKW LP, hereby (i) consent, for purposes of Article 9 of the AKW LLC Agreement and Article 9 of the AKW LP Agreement, to the assignment and pledge hereunder of, and the grant hereunder of security interests in, the Pledged Interests issued by AKW LLC and AKW LP and to the assignment, sale or other disposition of such Pledged Interests pursuant to Section 15 hereof and the transferee of such assignment, sale or other disposition becoming a Substituted Member under the AKW LLC Agreement and a Substituted Limited Partner under the AKW LP Agreement and (ii) agree that the provisions of Sections 9.2 through 9.6 of the AKW LLC Agreement and Sections 9.2 through 9.6 of the AKW LP Agreement shall not apply to the assignment or pledge hereunder of, or the grant hereunder of security interests in, the Pledged Interests issued by AKW LLC and AKW LP, or the assignment, sale or other disposition of such Pledged Interests pursuant to Section 15 hereof, and in that connection waive all of their rights under such provisions with respect to such assignment, pledge and grant and such assignment, sale and other disposition.


SECTION 4. ESTABLISHMENT AND MAINTENANCE OF THE CASH COLLATERAL ACCOUNTS4. ESTABLISHMENT AND MAINTENANCE OF THE CASH COLLATERAL ACCOUNTS. So long as any of the Advances shall remain unpaid, any Letter of Credit shall be outstanding or any of the Lender Parties shall have any Commitment under the Credit Agreement:


(a) Each of the Borrowers will maintain its Cash Collateral
Account with Citibank in accordance with the terms of this Agreement
and the letter agreement dated the Closing Date (each, a "CASH
COLLATERAL ACCOUNT LETTER") among such Borrower, Citibank and the
Administrative Agent, which agreement is in substantially the form of
Exhibit A hereto or otherwise in form and substance reasonably
satisfactory to the Administrative Agent. The Administrative Agent
shall have sole and exclusive dominion and control of each of the Cash
Collateral Accounts subject to the terms of this Agreement.


(b) It shall be a term and condition of each of the Cash
Collateral Accounts, notwithstanding any term or condition to the
contrary in any other agreement relating to such Cash Collateral
Account, that no amount (including, without limitation, interest on
Collateral Investments related thereto) shall be paid or released to or
for the account of, or withdrawn by or for the account of, any of the
Pledgors or any other Person from such Cash Collateral Account, except
as otherwise provided in Sections 6 and 15.


Each of the Cash Collateral Accounts shall be subject to such applicable laws (including, without limitation, such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking authority or other governmental authority) as are in effect from time to time.


SECTION 5. INVESTING OF AMOUNTS IN THE CASH COLLATERAL ACCOUNTS5. INVESTING OF AMOUNTS IN THE CASH COLLATERAL ACCOUNTS. (a) If requested by the applicable Borrower, the Administrative Agent will, subject to the provisions of Sections 6 and 15, from time to time, so long as no Default under Section 7.01(a) or 7.01(f) of the Credit Agreement or Event of Default has occurred and is continuing, (i) invest amounts on deposit in the Cash Collateral Account of such Borrower in


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such Cash Equivalents as such Borrower may select, in each case which investments shall be made in the name of, and with the entitlement holder being, the Administrative Agent, on behalf of such Borrower, and (ii) invest interest paid on the Cash Equivalents referred to in clause (i) above, and reinvest other proceeds of any such Cash Equivalents that may mature or be sold, in each case in such Cash Equivalents as such Borrower may select, in each case which investments shall be made in the name of, and with the entitlement holder being, the Administrative Agent, on behalf of such Borrower (the Cash Equivalents referred to in clauses (i) and (ii) of this Section 5(a) being, collectively, the "BORROWERS' COLLATERAL INVESTMENTS").


(b) Upon the occurrence and during the continuance of a Default under Section 7.01(a) or 7.01(f) of the Credit Agreement or an Event of Default, the Administrative Agent may, subject to the provisions of Section 15, from time to time (i) invest amounts on deposit in each of the Cash Collateral Accounts, and any cash proceeds collected by or on behalf of the Administrative Agent and held pursuant to Section 15(e), in such Cash Equivalents as the Administrative Agent may select, in each case which investments shall be made in the name of, and with the entitlement holder being, the Administrative Agent, on behalf of the applicable Pledgors, and (ii) invest interest paid on the Cash Equivalents referred to in clause (i) above, and reinvest other proceeds of any such Cash Equivalents that may mature or be sold, in such Cash Equivalents as the Administrative Agent may select, in each case which investments shall be made in the name of, and with the entitlement holder being, the Administrative Agent, on behalf of the applicable Pledgors (the Cash Equivalents referred to in clauses (i) and (ii) of this Section 5(b), together with the Borrowers Collateral Investments, being, collectively, the "COLLATERAL INVESTMENTS").


(c) Interest and proceeds that are not invested or reinvested in Collateral Investments as provided in subsection (a) or (b) of this Section 5 shall be deposited and held in the applicable Cash Collateral Account.


(d) The Administrative Agent shall not have any liability to any of the Pledgors or any of the other Secured Parties for, or as a result of, any losses suffered from any Collateral Investment made by it in accordance with this Section 5 or if the earnings realized on any such Collateral Investment are less than otherwise could have been achieved had other Cash Equivalents been selected by the Borrowers or the Administrative Agent pursuant to the terms of subsection (a) or (b), respectively, of this Section 5.


(e) All of the Collateral Investments made in respect of the Cash Collateral Accounts and all interest and income received thereon and therefrom, and the net proceeds realized upon the maturity or sale thereof, shall be held in the applicable Cash Collateral Account as Account Collateral, which amounts may be released solely in accordance with the provisions of Sections 6 and 15.


SECTION 6. RELEASE OF AMOUNTSSECTION 6. RELEASE OF AMOUNTS. The Administrative Agent is hereby authorized, without any further action by or notice to or from any of the Borrowers, to maintain any amounts deposited into the Cash Collateral Account of any such Borrower pursuant to Section 2.06(b)(vii) of the Credit Agreement until the last day of the Interest Period then in effect for any outstanding Eurodollar Rate Advances and, on such last day, to pay and


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release such amounts from such Cash Collateral Account for the prepayment to each of the Appropriate Lenders (other than the Declining Lenders) of the Eurodollar Rate Advances outstanding on such day in accordance with Section 2.06(b) of the Credit Agreement, with any excess amounts in such Cash Collateral Account to be transmitted to the account designated by the applicable Borrower.


SECTION 7. REPRESENTATIONS AND WARRANTIES7. REPRESENTATIONS AND WARRANTIES. Each Pledgor represents and warrants as follows:


(a) The chief executive office of such Pledgor and the office
where such Pledgor keeps its records concerning the Collateral is
located at the address set forth beneath the name of such Pledgor on
the signature pages hereof (or, in the case of any Additional Pledgors
at the address set forth below the name of such Additional Pledgor on
the signature page of the Pledge Agreement Supplement (as defined in
Section 18(b) below)).


(b) Such Pledgor is the sole legal and beneficial owner of the
Collateral pledged by such Pledgor hereunder, free and clear of any
Lien, except for the security interest created by this Agreement. No
effective financing statement or other instrument similar in effect
covering all or any part of the Collateral ...