Second Amended And Restated Pledge Agreement

SECOND AMENDED AND RESTATED PLEDGE AGREEMENT


Dated as of July 27, 2001


From


ACCURIDE CORPORATION


ACCURIDE CANADA, INC.


ACCURIDE VENTURES, INC.


AND


THE PLEDGORS REFERRED TO HEREIN


AS PLEDGORS


to


CITICORP USA, INC.


AS ADMINISTRATIVE AGENT


TABLE OF CONTENTS


SECTION PAGE


SECTION 1. Grant of Security...............................................................................2


SECTION 2. Security for Obligations........................................................................4


SECTION 3. Delivery of Security Collateral and Account Collateral; Consent to Pledge.......................4


SECTION 4. Establishment and Maintenance of the Cash Collateral Accounts...................................6


SECTION 5. Investing of Amounts in the Cash Collateral Accounts............................................6


SECTION 6. Release of Amounts..............................................................................7


SECTION 7. Representations and Warranties..................................................................7


SECTION 8. Further Assurances..............................................................................8


SECTION 9. Place of Perfection; Records....................................................................9


SECTION 10. Voting Rights; Dividends; Etc...................................................................9


SECTION 11. Transfers and Other Liens......................................................................10


SECTION 12. Administrative Agent Appointed Attorney-in-Fact................................................10


SECTION 13. Administrative Agent May Perform...............................................................11


SECTION 14. The Administrative Agent's Duties..............................................................11


SECTION 15. Remedies ......................................................................................11


SECTION 16. Acknowledgments Relating to Security Collateral and Account Collateral.........................13


SECTION 17. Indemnity and Expenses.........................................................................14


SECTION 18. Amendments; Waivers; Pledge Agreement Supplement; Etc..........................................14


SECTION 19. Addresses for Notices..........................................................................15


SECTION 20. Continuing Security Interest; Assignments Under the Credit Agreement...........................15


SECTION 21. Release and Termination........................................................................15


SECTION 22. Security Interest Absolute.....................................................................16


SECTION 23. Severability...................................................................................16


SECTION 24. Execution in Counterparts......................................................................16


SECTION 25. Governing Law; Terms...........................................................................17


SCHEDULES


Schedule I - Initial Pledged Interests


Schedule II - Jurisdiction of Organization


EXHIBITS


Exhibit A - Form of Cash Collateral Account Letter


Exhibit B - Form of Pledge Agreement Supplement


SECOND AMENDED AND RESTATED PLEDGE AGREEMENT


SECOND AMENDED AND RESTATED PLEDGE AGREEMENT dated as of July 27, 2001 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, Canada (the "CANADIAN BORROWER"), ACCURIDE VENTURES, INC., a Delaware corporation ("ACCURIDE VENTURES"), and each of the other Persons listed on the signature pages hereof (together with the U.S. Borrower, the Canadian Borrower, Accuride Ventures, 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 U.S. Borrower, the Canadian Borrower and Accuride Ventures entered into an Amended and Restated Pledge Agreement dated April 16, 1999 (the "EXISTING PLEDGE AGREEMENT") in favor of the Administrative Agent, pursuant to which the U.S. Borrower and Accuride Ventures pledged the Initial Pledged Interests (as defined therein).


(3) 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 a Second Amended and Restated Credit Agreement dated as of July 27, 2001 (said Second 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.


(4) 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").


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


(6) Within 30 days of the Effective Date, (a) the U.S. Borrower shall have 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, and (b) the Canadian Borrower shall have 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. Each of the Cash Collateral Accounts shall 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, Section 15(e) of this Agreement and Section 18(d) of the Security Agreement, and is under the sole and exclusive dominion and control of the Administrative Agent and subject to the terms of this Agreement.


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(7) It is a condition precedent to the effectiveness of the Credit Agreement and the making of Advances by the Lenders under the Credit Agreement that the Existing Pledge Agreement shall be amended and restated so that, in addition to the Initial Pledged Interests (as defined in the Existing Pledge Agreement), (i) the U.S. Borrower shall pledge 100% of the shares of stock of Accuride Cuyahoga Falls Inc., a Delaware corporation, (ii) Accuride Kentucky Holding Company, a Delaware corporation, shall pledge 100% of the shares of stock of Accuride Henderson Facilities Management Corporation, a Delaware corporation ("HENDERSON MANAGEMENT"), (iii) Accuride Tennessee Holding Company, a Delaware corporation, shall pledge 100% of the shares of stock of Accuride Columbia Facilities Management Corporation, a Delaware corporation ("COLUMBIA MANAGEMENT"), (iv) Accuride Ventures and Henderson Management shall pledge 100% of the limited liability company membership interests in Accuride Henderson Limited Liability Company, a Delaware limited liability company ("HENDERSON LLC"), and (v) Accuride Ventures and Columbia Management shall pledge 100% of the partnership interests in Accuride Columbia General Partnership ("COLUMBIA GP").


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 Existing Pledge Agreement is amended and restated in its entirety to read as follows:


SECTION 1. 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, 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, 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, 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;


(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, 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


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exchange for any or all ofsuch shares; PROVIDED, HOWEVER, that such
Pledgor shall not be required to pledge any shares of stock, limited
liability companymembership interests, partnership interests or other
equity interestowned 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,
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, 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
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 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"):


(i) in the case of the U.S. Borrower and all of its
Restricted Subsidiaries (other than the Canadian Borrower) party to
this Agreement, 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


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(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, if any, whether
enow owned or hereafter acquired, in the AKW LP Agreement, the Henderson
LLC Agreement, the Columbia GP 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 OBLIGATIONS. (a) The pledge and assignment of and the grant of a security interest in the Collateral by each Pledgor, other than the Canadian Borrower, under this Agreement secure the payment of all Obligations of each Loan Party now or hereafter existing under the Loan Documents, whether for principal, interest, fees, indemnities, costs, expenses or otherwise (all such Obligations, including the Canadian Secured Obligations, being the "SECURED OBLIGATIONS" of each such Loan Party); 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.


(b) Notwithstanding anything to the contrary herein, the pledge and assignment of and the grant of a security interest in the Collateral by the Canadian Borrower and its Restricted Subsidiaries, if any, secures the payment of all Obligations of the Canadian Borrower now or hereafter existing under the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such Obligations being the "CANADIAN SECURED OBLIGATIONS").


SECTION 3. 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


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Section 3.04(b)(ii)(A) of the Credit Agreement with respect to such Pledged Interest and (ii) financing statements referred to in Section 3.04(b)(ii)(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, 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, partnership interests or other equity interests of each of such issuers, subject to the PROVISOS contained in Section 1(a)(iii) of this Agreement.


(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.


(e) Accuride Ventures and Henderson Management, as members of Henderson LLC, hereby consent, for purposes of Section 12 of the Henderson LLC Agreement, to the assignment and pledge hereunder of, and the grant hereunder of security interests in, the Pledged Interests issued by Henderson LLC 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 Henderson LLC Agreement.


(f) Accuride Ventures and Columbia Management, as general partners of Columbia GP, hereby consent, for purposes of Section 15 of the Columbia GP Agreement, to the assignment and pledge hereunder of, and the grant hereunder of security interests in, the Pledged Interests issued by


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Columbia GP 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 Partner] under the Columbia GP Agreement.


SECTION 4. 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 as of the Effective 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 Cash Collateral Account subject to the terms of this Agreement.


(b) It shall be a term and condition of each Cash Collateral
Account, 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 Cash Collateral Account 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 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 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 ...