Credit Agreement

AMENDMENT NO. 4 TO THE
CREDIT AGREEMENT


Dated as of December 14, 2000


AMENDMENT NO. 4 TO THE CREDIT AGREEMENT among ACCURIDE DE MEXICO, S.A. DE C.V., a corporation organized and existing under the laws of the United Mexican States (the "BORROWER"), ACCURIDE CORPORATION, a Delaware corporation ("ACCURIDE") and CITIBANK MEXICO, S.A., GRUPO FINANCIERO CITIBANK (the "LENDER").


PRELIMINARY STATEMENTS:


(1) The Borrower and the Lender have entered into a Credit Agreement dated as of July 9, 1998, as amended by the Amendment No. 1 to the Credit Agreement dated as of September 13, 1999, the Amendment No. 2 to the Credit Agreement dated as of December 31, 1999 and the Amendment No. 3 to the Credit Agreement dated as of March 31, 2000 (such Credit Agreement as so amended being the "CREDIT AGREEMENT"). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.


(2) The Lender has entered into the Participation Agreement with The Bank of Nova Scotia and Comerica Bank.


(3) Accuride has entered into the Parent Guaranty and the Pledge Agreement in favor of the Lender, and has entered into the Guarantor Credit Agreement with the financial institutions party thereto as Lenders, Citibank, N.A. as Issuing Bank, Citicorp USA, Inc. as Swing Line Bank, Citicorp USA, Inc., as administrative agent, and Salomon Smith Barney Inc., as arranger.


(4) The Borrower and Accuride have requested that certain covenants contained in the Credit Agreement be amended in order to allow the Borrower to issue capital stock to its Affiliates.


(5) The Lender is, on the terms and conditions stated below, willing to grant such request.


SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:


(a) Section 5.02(f) is amended by adding to the end thereof the following new proviso:


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"; PROVIDED that the Borrower may issue shares of its capital stock to any
Affiliate of Accuride so long as such shares are duly pledged by such
Affiliate under the Pledge Agreement in accordance with a pledge agreement
supplement or similar document in form and substance satisfactory to the
Lender (and supported by a favorable opinion of counsel of the Borrower,
confirming the enforceability and perfection of such pledge, in form and
substance satisfactory to the Lender) in favor of the Lender within 30 days
of the issuance of such shares to such Affiliate."


(b) Section 5.03(o) is amended by adding to the end thereof the following new proviso:


"; PROVIDED that the Borrower shall furnish to the Lender no later than
five Business Days after the execution thereof, a copy of any amendment or
modification to the charter or bylaws if such amendment or modification is
necessary solely for the issuance by the Borrower of its capital stock to
its Affiliates pursuant to the proviso to Section 5.02(f)."


SECTION 2. CONDITIONS OF EFFECTIVENESS. (a) This Amendment shall become effective as of the date first above written when, and only when, the Lender shall have received (i) counterparts of this Amendment executed by the Borrower, Accuride and the Lender and (ii) counterparts of the Consent of Participants attached hereto executed by those Participants that shall hold, together with the i ...