Amended And Restated Guarantee And Collateral Agreement

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT





made by





ACCURIDE CORPORATION





and certain of its Subsidiaries





in favor of





CITICORP USA, INC.,
as Administrative Agent





Dated as of January 31, 2005












TABLE OF CONTENTS



SECTION 1. DEFINED TERMS
1.1 Definitions
1.2 Other Definitional Provisions

SECTION 2. GUARANTEE
2.1 Guarantee
2.2 Right of Contribution
2.3 No Subrogation
2.4 Amendments, etc. with respect to the Borrower Obligations
2.5 Guarantee Absolute and Unconditional
2.6 Reinstatement
2.7 Payments

SECTION 3. GRANT OF SECURITY INTEREST

SECTION 4. ACCOUNTS
4.1 Cash Collateral Accounts
4.2 Pledged Accounts
4.3 Cash Concentration Accounts.
4.4 Securities Account

SECTION 5. REPRESENTATIONS AND WARRANTIES
5.1 Title; No Other Liens
5.2 Perfected First Priority Liens
5.3 Jurisdiction of Organization; Chief Executive Office
5.4 Inventory and Equipment
5.5 Farm Products
5.6 Investment Property
5.7 Receivables
5.8 Contracts
5.9 Intellectual Property
5.11 Accounts
5.12 Consents.
5.13 Representations and Warranties in the Credit Agreement

SECTION 6. COVENANTS
6.1 Delivery of Instruments, Certificated Securities and Chattel Paper
6.2 Maintenance of Insurance
6.3 Payment of Obligations
6.4 Transfers; Maintenance of Perfected Security Interest; Further Documentation
6.5 Changes in Name, etc
6.6 Notices
6.7 Investment Property
6.8 Receivables
6.9 Contracts
6.10 Intellectual Property
6.11 Commercial Tort Claims
6.12 Vehicles




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6.13 Covenants in the Loan Documents

SECTION 7. REMEDIAL PROVISIONS
7.1 Certain Matters Relating to Receivables
7.2 Communications with Obligors; Grantors Remain Liable
7.3 Pledged Stock
7.4 Proceeds to be Turned Over To Administrative Agent
7.5 Application of Proceeds
7.6 Code and Other Remedies
7.7 Acknowledgments Relating to Investment Property and Account Collateral
7.8 Deficiency

SECTION 8. THE ADMINISTRATIVE AGENT
8.1 Administrative Agent92s Appointment as Attorney-in-Fact, etc
8.2 Duty of Administrative Agent
8.3 Execution of Financing Statements
8.4 Authority of Administrative Agent

SECTION 9. MISCELLANEOUS
9.1 Amendments in Writing
9.2 Notices
9.3 No Waiver by Course of Conduct; Cumulative Remedies
9.4 Enforcement Expenses; Indemnification
9.5 Successors and Assigns
9.6 Set-Off
9.7 Counterparts
9.8 Severability
9.9 Section Headings
9.10 Integration
9.11 GOVERNING LAW
9.12 Submission To Jurisdiction; Waivers
9.13 Acknowledgements
9.14 Additional Grantors
9.15 Releases
9.16 WAIVER OF JURY TRIAL

SCHEDULES

Schedule 1 Notice Addresses
Schedule 2 Investment Property
Schedule 3 Perfection Matters
Schedule 4 Jurisdictions of Organization and Chief Executive Offices
Schedule 5 Jurisdictions of Foreign Qualification
Schedule 6 Intellectual Property
Schedule 7 Contracts
Schedule 8 Pledged Accounts and Cash Concentration Accounts





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EXHIBITS

Exhibit A Form of Cash Collateral Account Letter
Exhibit B Form of Pledged Account Letter
Exhibit C Form of Cash Concentration Account Letter
Exhibit D Form of Control Agreement
Exhibit E Form of Intellectual Property Security Agreement
Exhibit F Form of Intellectual Property Security Agreement Supplement


Annex 1 Form of Assumption Agreement




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AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT



AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of January 31, 2005, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the " Grantors "), in favor of Citicorp USA, Inc., as Administrative Agent (in such capacity, the " Administrative Agent ") for the banks and other financial institutions or entities (the " Lenders ") from time to time parties to the Fourth Amended and Restated Credit Agreement, dated as of January 31, 2005 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Accuride Corporation (the " U.S. Borrower "), Accuride Canada Inc. (the " Canadian Borrower " and, together with the U.S. Borrower, the " Borrowers "), the Lenders and the Administrative Agent.



W I T N E S S E T H :



WHEREAS, the Borrowers entered into the Third Amended and Restated Credit Agreement, dated as of June 13, 2003 (the " Existing Credit Agreement "), with the banks, financial institutions and other institutional lenders party thereto as Lenders (as defined therein), Citibank, N.A. as initial issuing bank, Citicorp USA, Inc. (" Citicorp ") as swing line bank and as administrative agent, Citigroup Global Markets Inc. and Lehman Brothers Inc. as joint lead arrangers and joint book-runners for the Facilities (as defined therein), Lehman Commercial Paper Inc. as syndication agent, and Deutsche Bank Trust Company Americas as documentation agent;



WHEREAS, as a condition precedent to the effectiveness of the Existing Credit Agreement, certain subsidiaries of the U.S. Borrower were required to enter into the Subsidiaries Guaranty, dated January 21, 1998 (as modified pursuant to the Consent dated as of April 16, 1999, the Consent dated as of July 27, 2001 and the Consent dated as of June 13, 2003, and as further amended, supplemented or otherwise modified from time to time, the " Existing Subsidiaries Guaranty ") in favor of the secured parties referred to in the Existing Credit Agreement and Citicorp as administrative agent, pursuant to which the Subsidiary Guarantors (as defined therein) guaranteed the obligations of the Borrowers under the Existing Credit Agreement;



WHEREAS, as a condition precedent to the effectiveness of the Existing Credit Agreement, the U.S. Borrower and certain of its subsidiaries were required to enter into the Second Amended and Restated Pledge Agreement, dated as of July 27, 2001 (as amended, supplemented or otherwise modified from time to time, the " Existing Pledge Agreement ") made by the U.S. Borrower and the other Pledgors (as defined therein) to Citicorp as administrative agent for the benefit of the secured parties referred to in the Existing Credit Agreement, pursuant to which the Pledgors (as defined therein) pledged the Collateral (as defined therein) as security for the obligations of the Borrowers under the Existing Credit Agreement;



WHEREAS, as a condition precedent to the effectiveness of the Existing Credit Agreement, the U.S. Borrower and certain of its subsidiaries were required to enter into the Security Agreement, dated as of July 27, 2001 (as amended, supplemented or otherwise modified from time to time, the " Existing U.S. Security Agreement ") made by the U.S. Borrower and the other Grantors (as defined therein) in favor of Citicorp as administrative agent for the benefit of the secured parties referred to in the Existing Credit Agreement, pursuant to which the U.S. Borrower and its such subsidiaries granted a first priority security interest in the Collateral (as defined therein) to secure the obligations of the Borrowers under the Existing Credit Agreement;



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WHEREAS, in order to (a) finance the Transactions (as defined in the Credit Agreement), (b) pay certain fees and expenses related to the Transactions and (c) finance the working capital and other business requirements of the U.S. Borrower and its subsidiaries following the consummation of the Transactions, the Borrowers have requested that the Lenders amend and restate the Existing Credit Agreement;



WHEREAS, the Lender Parties have indicated their willingness to agree to so amend and restate the Existing Credit Agreement on the terms and conditions of the Credit Agreement;



WHEREAS, the Borrowers are members of an affiliated group of companies that includes each other Grantor;



WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;



WHEREAS, the Borrowers and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement;



WHEREAS, it is a condition precedent to the obligation of the Lender Parties to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have provided guaranties, pledges and grants of collateral security substantially similar to those given pursuant to the Existing Subsidiaries Guaranty, the Existing Pledge Agreement and the Existing U.S. Security Agreement (the " Existing Guarantee and Collateral Agreements ");



WHEREAS, this Agreement amends and restates the guaranties, pledges and grants of collateral security provided for under the Existing Guarantee and Collateral Agreements; and



WHEREAS, it is a condition precedent to the obligation of the Lender Parties to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lender Parties;



NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to make Advances and issue Letters of Credit under the Credit Agreement and to induce the Hedge Banks to enter into Bank Hedge Agreements from time to time, each Grantor hereby agrees with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows:



SECTION 1 . DEFINED TERMS



1.1 Definitions . (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, Fixtures, General Intangibles, Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations.



(b) The following terms shall have the following meanings:



" Agreement ": this Amended and Restated Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.








" AKW LLC ": means AKW General Partner L.L.C., a Delaware limited liability company.



" Borrower Obligations ": the collective reference to the unpaid principal of and interest on the Advances, reimbursement obligations in respect of Letters of Credit and all other Obligations of the Borrowers (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Advances, reimbursement obligations in respect of Letters of Credit and the other Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to either Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender Party (or, in the case of any Bank Hedge Agreement, any Affiliate of any Lender Party), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Bank Hedge Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lender Parties that are required to be paid by any Borrower pursuant to the terms of any of the foregoing agreements).



" Borrowers92 Collateral Investments ": as defined in Section 4.1(b).



" Capital Stock ": any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests (including, without limitation, limited liability company interests, partnership interests and other equity interests) in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.



" Cash Collateral Account ": (a) with respect to the U.S. Borrower, the cash collateral account opened with Citibank, N.A. (" Citibank ") at its offices at 399 Park Avenue, New York, New York 10043, and (b) with respect to the Canadian Borrower, the cash collateral account opened with Citibank at its Affiliate92s offices at 123 Front Street West, Toronto, Ontario, Canada. Each of the Cash Collateral Accounts have been opened pursuant to and for the purposes set forth in Section 2.06(viii) of the Credit Agreement and Section 4.1 of this Agreement, and is under the sole and exclusive dominion and control of the Administrative Agent and subject to the terms of this Agreement.



" Cash Concentration Accounts ": the accounts listed on Schedule 8 hereto as the Cash Concentration Accounts.



" Cash Concentration Account Letters ": as defined in Section 4.3(a)(i).



" Cash Concentration Collateral Investments ": as defined in Section 4.3(c).



" Collateral ": as defined in Section 3.



" Collateral Account ": any collateral account established by the Administrative Agent as provided in Section 7.1 or 7.4.



" Collateral Bank ": as defined in Section 4.3(a)(i).



" Collateral Investments ": as defined in Section 4.1(c).








" Computer Software ": all computer software programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware, and documentation and materials relating thereto, and all rights with respect to the foregoing, together with any and all options, warranties, service contracts, program services, test rights, maintenance rights, improvement rights, renewal rights and indemnifications and any substitutions, replacements, additions or model conversions of any of the foregoing.



" Contracts ": the contracts and agreements listed in Schedule 7, as the same may be amended, supplemented or otherwise modified from time to time, including, without limitation, (i) all rights of any Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of any Grantor to damages arising thereunder and (iii) all rights of any Grantor to perform and to exercise all remedies thereunder.



" Control Agreements ": means an agreement, in substantially the form of Exhibit D hereto.



" Copyrights ": (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 6), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.



" Copyright Licenses ": any written agreement naming any Grantor as licensor or licensee (including, without limitation, those listed in Schedule 6), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.



" Deposit Account ": as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.



" Foreign Subsidiary ": any Subsidiary organized under the laws of any jurisdiction outside the United States of America.



" Foreign Subsidiary Voting Stock ": the voting Capital Stock of any Foreign Subsidiary.



" Governmental Authority ": any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).



" Guarantor Obligations ": with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Secured Parties that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).








" Guarantors ": the collective reference to each Grantor other than the U.S. Borrower.



" Henderson LLC ": means Accuride Henderson Limited Liability Company, a Delaware limited liability company.



" Intellectual Property ": the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, the Computer Software and any registered internet domain names, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.



" Intellectual Property Security Agreement ": as defined in Section 6.10(i).



" Intercompany Note ": any promissory note evidencing loans made by any Grantor to any of its Subsidiaries.



" Investment Property ": the collective reference to (i) all "investment property" as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of "Pledged Stock") and (ii) whether or not constituting "investment property" as so defined, all Pledged Notes and all Pledged Stock.



" Issuers ": the collective reference to each issuer of any Investment Property.



" License ": all license agreements, permits, authorizations and franchises, whether with respect to the Patents, Trademarks, Copyrights, Trade Secrets or Computer Software, or with respect to the patents, trademarks, copyrights, trade secrets, computer software or other proprietary right of any other Person, and all income, royalties and other payments now or hereafter due and/or payable with respect thereto, subject, in each case, to the terms of such license agreements, permits, authorizations and franchises.



" New York UCC ": the Uniform Commercial Code as from time to time in effect in the State of New York.



" Obligations ": (i) in the case of each Borrower, its Borrower Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations.



" Obligor ": as defined in Section 4.2(b).



" Patents ": (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 6 , (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 6 , and (iii) all rights to obtain any reissues or extensions of the foregoing.



" Patent License ": all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 6 .








" Petty Cash Accounts ": petty cash accounts maintained by any Grantor with any bank, provided that (i) the amount on deposit in each such account shall not exceed $100,000 at any time and (ii) the aggregate amount on deposit in all such accounts shall not exceed $500,000 at any time.



" Pledged Account Banks ": as defined in Section 4.2(a).



" Pledged Account Letters ": as defined in Section 4.2(a).



" Pledged Accounts ": as defined in Section 4.2(a).



" Pledged Notes ": all promissory notes listed on Schedule 2 , all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor in an aggregate principal amount in excess of $1,000,000 (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).



" Pledged Stock ": the shares of Capital Stock listed on Schedule 2 , together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that in no event shall more than 66% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be pledged hereunder.



" Proceeds ": all "proceeds" as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.



" Receivable ": any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).



" Securities Account ": the Borrower92s Account, Account No. 878283, with Banc of America Securities LLC at its office at 233 South Wacker Drive, 27 th Floor, Chicago IL.



" Securities Account Control Agreement ": as defined in Section 4.4(b).



" Securities Act ": the Securities Act of 1933, as amended.



" Trademarks ": (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 6 , and (ii) the right to obtain all renewals thereof.



" Trademark License ": any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 6 .



" Trade Secrets ": all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions,










research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information.



" Unmatured Surviving Obligations ": Obligations which by their terms survive termination of the Credit Agreement or any other Loan Document, as applicable, and which, at the relevant time, are not then due and payable.



" U.S. Borrower Collateral Investments ": as defined in Section 4.3(b).



" Vehicles ": all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of any state and all tires and other appurtenances to any of the foregoing.



1.2 Other Definitional Provisions . (a) The words "hereof, ...