8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 7, 2012

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32483	61-1109077
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7140 Office Circle, Evansville, IN	47715
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (812) 962-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 1.01. Entry into a Material Definitive Agreement.

On February 7, 2012, Accuride Corporation (the “Company”) entered into an Incremental Commitment Agreement (the “Incremental Commitment Agreement”), by and among the Company, as borrower, its domestic subsidiaries, as co-borrowers, Deutsche Bank Trust Company Americas and Flagstar Bank, FSB, as incremental lenders, and Deutsche Bank Trust Company Americas, as Administrative Agent to the Company’s ABL Credit Agreement, dated July 29, 2010 (as amended, the “ABL Facility”), by and among the Company, as borrower, its domestic subsidiaries, as co-borrowers, the lenders party thereto in their capacities as lenders thereunder, Deutsche Bank Trust Company Americas, SunTrust Bank and Wells Fargo Capital Finance, LLC, as co-collateral agents, SunTrust Bank and Wells Fargo Capital Finance, LLC, as co-documentation agents, and Deutsche Bank Trust Company Americas, as administrative agent and security agent.

The Incremental Commitment Agreement amends the ABL Facility by increasing the maximum commitment amount under the ABL Facility by $25 million, from $75 million to $100 million (the “Incremental Commitment”). Loans made as part of the Incremental Commitment will be treated as a single class with other loans under the ABL Facility and shall be subject to the same terms and conditions thereof in all respects.  In connection with the Incremental Commitment Agreement, each incremental lender received a fee of 0.25% of its aggregate commitment.

No amounts were drawn under the ABL Facility at the time the Company entered into the Incremental Commitment Agreement.  As of February 7, 2012, after giving effect to the Incremental Commitment and based on the monthly borrowing base calculation defined in the ABL Facility, the Company had $32.9 million outstanding under the ABL Facility, including $20.0 million of loans and $12.9 million of letters of credit, and had $61.1 million of remaining availability under the facility. Availability of funds may vary throughout the duration of the ABL Facility based on its terms.

The above summary of the Incremental Commitment Agreement is qualified in its entirety by reference to the complete terms and provisions of the Incremental Commitment Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under Off-Balance Sheet Arrangements of a Registrant.

The information provided in Item 1.01 is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

In a press release issued on February 7, 2012, the Company announced that it had entered into the Incremental Commitment Agreement. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The above information is furnished pursuant to Item 7.01 of this Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended, or the Exchange Act.  By filing this Current Report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

Exhibits                                 

10.1           Incremental Commitment Agreement, dated February 7, 2012

99.1           Press Release, dated February 7, 2012.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ACCURIDE CORPORATION
Date:	February 7, 2011	/s/ Stephen A. Martin
		Stephen A. Martin
		Senior Vice President / General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Incremental Commitment Agreement, dated February 7, 2012
99.1	Press release, dated February 7, 2012

EX-10.1

Exhibit 10.1

INCREMENTAL COMMITMENT AGREEMENT

Deutsche Bank Trust Company Americas

Flagstar Bank, FSB

February 7, 2012

ACCURIDE CORPORATION

P.O. Box 15600

7140 Office Circle

Evansville, IN 47716

Attention:  Greg Risch

Vice President and Interim Chief Financial Officer

Re:  Incremental Commitments

Ladies and Gentlemen:

Reference is hereby made to the ABL Credit Agreement, dated as of July 29, 2010, among Accuride Corporation (“Borrower”), each U.S. Subsidiary of the Borrower set forth on the signature pages thereto (together with the Borrower and any other entity that becomes a Co-Borrower pursuant to a joinder agreement, collectively, the “Co-Borrowers” and each, a “Co-Borrower”), the lenders from time to time party thereto (the “Lenders”), Deutsche Bank Securities Inc. (“DBSI”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) as joint lead arrangers and joint book runners (in such capacity, the “Lead Arrangers”) for the Lender Parties, Deutsche Bank Trust Company Americas (“DBTCA”), as administrative agent and security agent for the Secured Parties (in such capacity, the “Administrative Agent”), DBTCA, SunTrust Bank and Wells Fargo Capital Finance, LLC as co-collateral agents (in such capacity, collectively the “Co-Collateral Agents” and each a “Co-Collateral Agent”), Credit Suisse, as syndication agent (in such capacity, the “Syndication Agent”), SunTrust Bank and Wells Fargo Capital Finance, LLC as co-documentation agents (in such capacity, collectively the “Co-Documentation Agents” and each a “Co-Documentation Agent”) (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement.

Each lender (each an “Incremental Lender”) party to this letter agreement (this “Agreement”) hereby severally agrees to provide the Incremental Commitment set forth opposite its name on Annex I attached hereto (for each such Incremental Lender, its “Incremental Commitment”).  Each Incremental Commitment provided pursuant to this Agreement shall be subject to all of the terms and conditions set forth in the Credit Agreement, including, without limitation, Section 2.16 thereof.

Each Incremental Lender, the Funds Administrator, each Co-Borrower and the Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Lender shall become, or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender.  Each Incremental Lender, each Co-Borrower and the Administrative Agent further agree that, with respect to the Incremental Commitment provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrower an incremental lender fee equal to 0.25% of the aggregate principal amount of such Incremental Lender's Incremental Commitment, all of which fee shall be due and payable to such Incremental Lender on the Incremental Commitment Date.

Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement.

Each Incremental Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement and the other Loan Documents (including the Intercreditor Agreement), together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iv) appoints and authorizes the Administrative Agent and the Security Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Security Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (vi) in the case of each Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the forms and/or certificate referred to in the first sentence of Section 2.12(e) of the Credit Agreement.

Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent and each Co-Borrower, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the delivery to the Administrative Agent of an opinion of Latham & Watkins LLP, counsel to the respective Loan Parties, and internal counsel of the Borrower, each as required pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (iv) the delivery to the Administrative Agent of officers’ certificates, board of director (or equivalent) resolutions and good standing certificates of the Loan Parties required to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (v) the delivery to the Administrative Agent of the officer’s certificate of the Borrower required to be delivered pursuant to clause (vii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (vi) the payment of any fees then due and payable in connection herewith and (vii) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (x) shall be obligated to make the Revolving Advances provided to be made by it as provided in this Agreement and participate in the Letters of Credit and Swingline Advances, in each case, on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (y) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents.

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Each Co-Borrower acknowledges and agrees that (i) it shall be jointly and severally liable for all Obligations with respect to the Incremental Commitments provided hereby as provided in the Credit Agreement including, without limitation, all Revolving Advances made pursuant thereto, and (ii) all such Obligations (including all such Revolving Advances) shall be entitled to the benefits of the respective Collateral Documents and guaranties in accordance with the requirements of the Credit Agreement.  Each Co-Borrower acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Revolving Advances made pursu­ant thereto shall (i) be fully guaranteed pursuant to the Guarantee and Collateral Agreement as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement.

You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on February 7, 2012.  If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed canceled.

After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 11.01 of the Credit Agreement.

In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control.

*         *         *

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THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

Very truly yours

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Incremental Lender

By  / s / Omayra Laucella

Name:  Omayra Laucella

Title:  Vice President

By  / s / Evelyn Thierry

Name:  Evelyn Thierry

Title:  Director

FLAGSTAR BANK, FSB, as Incremental Lender

By  /s/ Willard R. Dickinson, Jr.

Name:  Willard R. Dickinson, Jr.

Title:  Senior Vice President

Agreed and Accepted

this 7th day of February, 2012:

ACCURIDE CORPORATION

By: /s /Richard F. Dauch

Name: Richard F. Dauch

Title: President

DEUTSCHE BANK TRUST COMPANY AMERICAS,

      as Administrative Agent

By:   /s/ Omayra Laucella

      Name: Omayra Laucella

      Title: Vice President

By:   /s/ Evelyn Thierry

      Name: Evelyn Thierry

      Title: Director

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Each Co-Borrower acknowledges and agrees to each of the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Advances to be made pursuant thereto.

ACCURIDE CUYAHOGA FALLS, INC.

ACCURIDE DISTRIBUTING, LLC

ACCURIDE EMI, LLC

AOT INC.

ERIE LAND HOLDING, INC.

BOSTROM HOLDINGS, INC.

BOSTROM SEATING, INC.

BOSTROM SPECIALTY SEATING, INC.

BRILLION IRON WORKS, INC.

GUNITE CORPORATION

IMPERIAL GROUP HOLDING CORP. - 1

IMPERIAL GROUP HOLDING CORP. - 2

JAII MANAGEMENT COMPANY

TRANSPORTATION TECHNOLOGIES

INDUSTRIES, INC.

TRUCK COMPONENTS INC.,

each as a Co-Borrower

By: Richard F. Dauch

      Name:  Richard F. Dauch

Title: President

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ACCURIDE ERIE L.P.,

as a Co-Borrower

By: AKW GENERAL PARTNER L.L.C.,

as General Partner

By: ACCURIDE CORPORATION,

as Sole Member

By: /s/ Richard F. Dauch               

Name: Richard F. Dauch

Title: President

ACCURIDE HENDERSON LIMITED

LIABILITY COMPANY

AKW GENERAL PARTNER L.L.C.,

each as a Co-Borrower

By: ACCURIDE CORPORATION,

as Sole Member

By: /s/ Richard F. Dauch               

Name: Richard F. Dauch

Title: President

IMPERIAL GROUP, L.P.,

as a Co-Borrower

By: IMPERIAL GROUP HOLDING

            CORP. –1, its General Partner

By: /s/ Richard F. Dauch               

Name: Richard F. Dauch

Title: President

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TERMS AND CONDITIONS FOR INCREMENTAL COMMITMENT AGREEMENT

Dated as of February 7, 2012

1.    Names of the Co-Borrowers:  

ACCURIDE CORPORATION

ACCURIDE CUYAHOGA FALLS, INC.

ACCURIDE DISTRIBUTING, LLC

ACCURIDE EMI, LLC

ACCURIDE ERIE L.P.

ACCURIDE HENDERSON LIMITED LIABILITY COMPANY

AKW GENERAL PARTNER L.L.C.

AOT INC.

ERIE LAND HOLDING, INC.

BOSTROM HOLDINGS, INC.

BOSTROM SEATING, INC.

BOSTROM SPECIALTY SEATING, INC.

BRILLION IRON WORKS, INC.

GUNITE CORPORATION

IMPERIAL GROUP HOLDING CORP. - 1

IMPERIAL GROUP HOLDING CORP. - 2

IMPERIAL GROUP, L.P.

JAII MANAGEMENT COMPANY

TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.

TRUCK COMPONENTS INC.

2. Incremental Commitment Amounts (as of the Agreement Effective Date):

Names of Incremental Lenders	Amount of Incremental Commitment
Deutsche Bank Trust Company Americas	$5,000,000
Flagstar Bank, FSB	$20,000,000
Total:	$25,000,000

3. Other Conditions Precedent:

As set forth in the definition of “Incremental Commitment Requirements” and Sections 2.16 and 3.02 of the Credit Agreement.

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EX-99.1

Exhibit 99.1

News Release

7140 Office Circle

P.O. Box 15600

Evansville, IN47716-0600

Investor Relations: ChadMonroe

Phone: (812) 962-5041

Media Relations: Timothy G. Weir, APR

Phone: (812) 962-5128

FOR IMMEDIATE RELEASE

Accuride Increases ABL Credit Facility by $25 Million

·   Incremental addition to ABL increases flexibility for planned 2012 investments

EVANSVILLE, Ind. – February 7, 2012 –Accuride Corporation (NYSE: ACW) – a leading supplier of components to the commercial vehicle industry – today announced that it has entered into an asset-based loan (ABL) incremental commitment agreement, to which lenders agreed to provide $25.0 million in aggregate incremental commitments under the company’s existing secured ABL  credit agreement dated July 29, 2010.  The new agreement materially improves the company’s total liquidity.

“We are pleased to complete the expansion of our existingABLagreement, which paves the way for the successful execution of our business plan’s $75 million of planned capital expenditures in 2012,” said Accuride Vice President and Interim Chief Financial Officer Greg Risch.  “These investments will enable us to strengthen product availability and quality at our Gunite business, and increase aluminum wheel production capacity in response to strong industry demand.  We anticipate that our revised capital structure will provide us with greater flexibility to serve our customers during the industry upturn that is underway in North America. In addition, we are negotiating new equipment lease agreements that we expect will further enhance liquidity in 2012.”

About Accuride Corporation

With headquarters in Evansville, Ind., USA, Accuride Corporation is a leading supplier of components to the commercial vehicle industry. The company’s products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, and other commercial vehicle components. The company’s products are marketed under its brand names, which include Accuride®, Gunite®, ImperialTM and BrillionTM. Accuride’s common stock trades on the New York Stock Exchange under the ticker symbol ACW. For more information, visit the Company’s website at http://www.accuridecorp.com.

Forward-Looking Statements

Statements contained in this news release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Accuride’s expectations, hopes, beliefs, and intentions with respect to future results. Such statements are subject to the impact on Accuride’s business and prospects generally of, among other factors, market demand in the commercial vehicle industry, general economic, business and financing conditions, labor relations, governmental action, competitor pricing activity, expense volatility and other risks detailed from time to time in Accuride’s Securities and Exchange Commission filings, including those described in Item 1A of Accuride’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. Any forward-looking statement reflects only Accuride’s belief at the time the statement is made. Although Accuride believes that the expectations reflected in these forward-looking statements are reasonable, it cannot guarantee its future results, levels of activity, performance or achievements. Except as required by law, Accuride undertakes no obligation to update any forward-looking statements to reflect events or developments after the date of this news release.

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