Pledge of Shares Agreement

PLEDGE OF SHARES AGREEMENT executed as of June 13, 2003, by and between:



(1) ACCURIDE CORPORATION ("AccuCorp" or the "Pledgor"), a corporation duly organized and existing under the laws of the State of Delaware, United States of America; and



(2) CITICORP USA, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America in its capacity as administrative agent for the Pledgees (as defined below), and their successors and assignees (hereinafter the " Agent ").



In accordance with the following Preliminary Statements, Representations and Clauses:





PRELIMINARY STATEMENTS





I.- Dated January 21, 1998, AccuCorp and Accuride Canada, Inc. ("AccuCanada" and together with AccuCorp, the "Borrowers") executed a Credit Agreement with the banks, financial institutions and other institutional lenders, as subsequently substituted or modified in that certain Amended and Restated Credit Agreements dated as of April 16, 1999 and July 27, 2001.



II.- As of June 13,2003, the Borrowers, the banks, financial institutions and other institutional lenders identified therein as "Lender Parties", CITIBANK, N.A. as the initial issuing bank (the "Initial Issuing Bank"), CITICORP USA, INC. as the swing line bank (the "Swing Line Bank") and as administrative agent for the Lender Parties, CITIGROUP GLOBAL MARKETS INC. as joint lead arranger and joint book-runner ("CGMI"), LEHMAN BROTHERS INC,. as joint lead arranger and joint book-runner ("Lehman", and, together with CGMI, the "Lead Arrangers" ), LEHMAN COMMERCIAL PAPER INC., as syndication agent (the "Syndication Agent") for the Lender Parties, and DEUTSCHE BANK TRUST COMPANY AMERICAS as documentation agent ("Documentation Agent") for the Lender Parties, entered into a Third Amended and Restated Credit Agreement (the "Third Amended and Restated Credit Agreement", and the Credit Agreement referred to in Preliminary Statement I hereof as it has been substituted or modified in the Amended and Restated Credit Agreements, including the Third Amended and Restated Credit Agreement above mentioned, shall be hereinafter referred to as the "Existing Credit Agreement") whereby the










Lender Parties agreed to refinance a portion of the debt outstanding under the Existing Credit Agreement by repaying in full the aggregate principal amounts outstanding under each of the existing "Term A Facility," "Term B Facility" and the "Revolving Credit Facility" under the Existing Credit Agreement with proceeds from (i) a new term facility in an aggregate principal amount of $180,000,000 Dollars, and (ii) a new revolving facility in an aggregate principal amount of $66,000,000 Dollars. A copy of the Third Amended and Restated Credit Agreements attached hereto as Exhibit "A". Unless otherwise indicated herein, all capitalized terms herein used shall have the meaning ascribed to them in the Third Amended and Restated Credit Agreement.



III.- In order to additionally document the repayment of the loans arising from the Existing Credit Agreement, the Borrowers have made and delivered promissory notes in the principal amount of such loans to the order of the Lender Parties (hereinafter each such note a " Note " and collectively, the " Notes ").





REPRESENTATIONS AND WARRANTIES





AccuCorp represents and warrants through its legal representative, that:



(a) Accuride de Mexico, S.A. de C.V. ("AccuMex") is a "Sociedad Anonima de Capital Variable" , duly organized and existing under the laws of Mexico.



(b) As of the date hereof, it has good title to, and is the sole legal beneficial and record owner of, among others, 127,693 common and registered shares, without par value, representing the fixed portion of the capital stock of AccuMex (the "AccuCorp Shares of the Fixed Portion"); as well as 69,773,075 common and registered shares, without par value, representing the variable portion of the capital stock of AccuMex (the "AccuCorp Shares of the Variable Portion"). Hereinafter the AccuCorp Shares of the Fixed Portion and the AccuCorp Shares of the Variable Portion, shall be referred, jointly as the " Pledged Shares".



(c) The Pledged Shares are fully subscribed and paid and are evidenced by the following share certificates:



(i) Share Certificate number 1 representing 127,963 shares of the fixed portion of the capital stock;



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(ii) Share certificate number 1 representing 69,773,075 shares of the variable portion of the capital stock;



(d) As of the date hereof, the Pledged Shares are free of any liens and/or ownership restrictions.



(e) The Pledged Shares represent sixty five percent (65%) of the capital stock of AccuMex.



(f) Its representative has the authority to execute this Agreement, authority that a ...