Accuride Corporation $342,000,000 Credit Agreement

EXECUTION COPY



ACCURIDE CORPORATION
$342,000,000 CREDIT AGREEMENT



FIRST AMENDMENT



Dated as of December 10, 2003



THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 10, 2003 (this " Amendment "), is 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 thereof as 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, CITIGROUP GLOBAL MARKETS INC., as joint lead arranger and joint book-runner (" CGMI "), and DEUTSCHE BANK SECURITIES INC., as joint lead arranger and joint book-runner (" Deutsche " and, together with CGMI, the " Arrangers "), LEHMAN COMMERCIAL PAPER INC., as syndication agent (" Syndication Agent ") for the Lender Parties, and DEUTSCHE, as documentation agent (" Documentation Agent ") for the Lender Parties.



W I T N E S S E T H :



WHEREAS, the Borrowers, certain financial institutions and other persons from time to time parties thereto (collectively, the " Lenders "), Citibank, N.A., as the Initial Issuing Bank, Citicorp USA, Inc., as the Swing Line Bank and as the Administrative Agent, Citigroup Global Markets Inc. and Lehman Brothers Inc., as the Lead Arrangers, Lehman Commercial Paper Inc., as the Syndication Agent, and Deutsche Bank Trust Company Americas, as the Documentation Agent, have entered into that certain Third Amended and Restated Credit Agreement dated as of June 13, 2003 (the " Credit Agreement " capitalized terms used herein but not defined shall be used herein as defined in the Credit Agreement);



WHEREAS, the Borrowers desire to refinance all of the outstanding New Term B Advances under the Credit Agreement with a new class of Term B1 Advances (the " Term B1 Advances ") having identical terms with, the same rights and obligations under the Loan Documents as, and in the same aggregate principal amounts as, the New Term B Advances, as set forth in the Loan Documents, except as such terms are amended hereby;



WHEREAS, each New Term B Lender who executes and delivers this Amendment shall be deemed, upon the effectiveness of this Amendment, to have exchanged its New Term B Commitment and New Term B Advances (which New Term B Commitment and New Term B Advances shall thereafter be deemed terminated and refinanced in full) for a Term B1 Commitment (a " Term B1 Commitment ") and Term B1 Advances in the same aggregate principal amount as such Lender92s outstanding New Term B Advances as set forth in Schedule I to this Amendment, and such Lender shall thereafter become a Term B1 Lender (each, a " Term B1 Lender ");



WHEREAS, each Person who executes and delivers this Amendment as an Additional Term B1 Lender (each, an " Additional Term B1 Lender "), will make Term B1 Advances on the First Amendment Effective Date (as defined herein) (each, an " Additional Term B1 Advance ") to the U.S.










Borrower in an aggregate principal amount equal to the amount set forth opposite its name on Schedule I to this Amendment, the proceeds of which will be used by the U.S. Borrower to refinance in full the outstanding principal amount of New Term B Advances of New Term B Lenders, if any, who do not execute and deliver this Amendment;



WHEREAS, the Borrowers desire to refiance all of the outstanding Term C Advances under the Credit Agreement with a new class of Term C1 Advances (the " Term C1 Advances ") having identical terms with, the same rights and obligations under the Loan Documents as, and in the same aggregate principal amounts as, the Term C Advances, as set forth in the Loan Documents, except as such terms are amended hereby;



WHEREAS, each Term C Lender who executes and delivers this Amendment shall be deemed, upon the effectiveness of this Amendment, to have exchanged its Term C Commitment and Term C Advances (which Term C Commitment and Term C Advances shall thereafter be deemed terminated and refinanced in full) for a Term C1 Commitment (a " Term C1 Commitment ") and Term C1 Advances in the same aggregate principal amount as such Lender92s outstanding Term C Advances as set forth in Schedule I to this Amendment, and such Lender shall thereafter become a Term C1 Lender (each, a " Term C1 Lender ");



WHEREAS, each Person who executes and delivers this Amendment as an Additional Term C1 Lender (each, an " Additional Term C1 Lender "), will make Term C1 Advances on the First Amendment Effective Date (as defined herein) (each, an " Additional Term C1 Advance ") to the U.S. Borrower in an aggregate principal amount equal to the amount set forth opposite its name on Schedule I to this Amendment, the proceeds of which will be used by the U.S. Borrower to refinance in full the outstanding principal amount of Term C Advances of Term C Lenders, if any, who do not execute and deliver this Amendment;



WHEREAS, the U.S. Borrower shall pay to each New Term B Lender and each Term C Lender all accrued and unpaid interest on their respective New Term B Advances and Term C Advances to the First Amendment Effective Date on such First Amendment Effective Date;



WHEREAS, the Borrowers have requested that the Lenders amend the Credit Agreement (i) to effect the changes described above and (ii) to make other amendments as described below; and



WHEREAS, the Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement in certain respects as set forth below;



NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:



SECTION 1. Amendment of Credit Agreement . The Credit Agreement is hereby amended as follows:



(a) Section 1.01 of the Credit Agreement is hereby amended as follows:



(i) By amending and restating clauses (a) and (b) of the definition of "Applicable Margin" in their entirety to read as follows:



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(a) for Eurodollar Rate Advances outstanding under the Term B1 Facility, " Applicable Margin" means 5.25% per annum, and for Base Rate Advances outstanding under the Term B1 Facility, "Applicable Margin" means 4.25% per annum;



(b) for Advances outstanding under the Term C1 Facility, a percentage per annum determined by reference to the applicable Performance Level as set forth below:



Performance Level Base Rate Advances Eurodollar Rate Advances
A 1.750 % 2.750 %
B 2.250 % 3.250 %
C 2.250 % 3.250 %




(ii) By deleting the definition of "Commitment" in its entirety and inserting the following definition in its place:



" Commitment " means a Term B1 Commitment, a Term C1 Commitment, a U.S. Revolving Credit Commitment, a Letter of Credit Commitment or a Canadian Revolving Credit Commitment."



(iii) By deleting the proviso at the end of the first sentence in the definition of " Eurodollar Rate", which establishes the Eurodollar Rate floor of 2.00% per annum , in its entirety.



(iv) By deleting the definition of "Facility" in its entirety and inserting the following definition in its place:



" Facility " means the Term B1 Facility, the Term C1 Facility, the Canadian Revolving Credit Facility, the U.S. Revolving Credit Facility, the Swing Line Facility or the Letter of Credit Facility.



(v) By deleting the definition of "Lenders" in its entirety and inserting the following definition in its place:



" Lenders " means the Initial Lenders, the Term B1 Lenders, the Term C1 Lenders and each Person that shall become a Lender hereunder pursuant to Section 9.07 for so long as such Initial Lender, Term B1 Lender, Term C1 Lender or Person, as the case may be, shall be a party to this Agreement."



(vi) By deleting the definition of "New Term B Advance" in its entirety and inserting the following definition in its place:



" New Term B Advance " has the meaning specified in this Agreement prior to the First Amendment Effective Date.



(vii) By deleting the definition of "New Term B Borrowing" in its entirety and inserting the following definition in the appropriate alphabetical order:



" Term B1 Borrowing " means a borrowing consisting of simultaneous Term B1 Advances of the same type made by the Term B1 Lenders."



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(viii) By deleting the definition of "New Term B Commitment" in its entirety and inserting the following definition in the appropriate alphabetical order:



" Term B1 Commitment " means, with respect to any Term B1 Lender at any time, the amount set forth opposite such Lender92s name on Schedule I hereto under the caption "Term B1 Commitment" or, if such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Lender92s "Term B1 Commitment", as such amount may be reduced at or prior to such time pursuant to Section 2.05."



(ix) By deleting the definition of "New Term B Facility" in its entirety and inserting the following definition in the appropriate alphabetical order:



" Term B1 Facility " means, at any time, the aggregate amount of the Term B1 Lenders92 Term B1 Commitments at such time."



(x) By deleting the definition of "New Term B Lender" in its entirety and inserting the following definition in its place:





" New Term B Lender " has the meaning specified in this Agreement prior to the First Amendment Effective Date.



(xi) By deleting the definition of "New Term B Note" in its entirety and inserting the following definition in the appropriate alphabetical order:



" Term B1 Note " means a promissory note of the U.S. Borrower payable to the order of any Term B1 Lender, in substantially the form of Exhibit A-2 hereto, evidencing the indebtedness of the U.S. Borrower to such Lender resulting from the Term B1 Advance made or deemed to be made by such Lender.&quo ...