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): August 13, 2009

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation)	001-32483 (Commission File Number)	61-1109077 (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):

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.

Third Amendment to the Credit Agreement

On August 14, 2009, Accuride Corporation (the “Company”) entered into a Third Amendment and Consent to the Fourth Amended and Restated Credit Agreement and First Amendment to the Amended and Restated Guarantee and Collateral Agreement (the “Third Amendment”) with respect to its Fourth Amended and Restated Credit Agreement, dated as of January 31, 2005 (as amended, the “Credit Agreement”), among the Company, Accuride Canada Inc., the subsidiaries of the Company party thereto, the lenders from time to time party thereto (the “Lenders”), Citicorp USA, Inc. (“Citicorp”), the administrative agent for the Lenders, and the other agents party thereto.  The Third Amendment provides for the resignation of Citicorp as administrative agent and the appointment by the Lenders of Deutsche Bank Trust Company Americas (“Deutsche”) to serve as administrative agent.  In connection with the Third Amendment, the Company also entered into various documents which transfer the agency and rights with respect to the collateral to the Credit Agreement from Citicorp to Deutsche.

An affiliate of Sun Capital Securities Group, LLC is one of the lenders that approved the Third Amendment.  Sun Capital and its affiliates hold approximately 32.2% of the Company’s common stock on a fully diluted basis and benefit from certain corporate governance rights described in the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission on February 4, 2009.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Third Amendment, which is attached as Exhibit 10.1 to this report and is incorporated into this Item 1.01 by reference.

Second Temporary Waiver Agreement

On August 14, 2009, the Company and the Lenders entered into a Second Temporary Waiver Agreement (the “Second Temporary Waiver”).

Pursuant to the terms of the Second Temporary Waiver, the Lenders have agreed to continue to waive the Company’s non-compliance with the financial covenants under the Credit Agreement for the fiscal quarter ended June 30, 2009, as described in the First Temporary Waiver Agreement filed on July 9, 2009, for the duration of the Second Temporary Waiver Period.  In addition, the Lenders have agreed to waive any default under Section 7.01(e) of the Credit Agreement if the Company fails to make the interest payment due and owing on August 1, 2009 to the holders of the Company’s 8 1/2% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes Interest Payment”).  The “Second Temporary Waiver Period” terminates on September 7, 2009 unless terminated earlier as the result of, among other things: (i) an event of default under the Credit Agreement that is not a Scheduled Default or an Additional Default, (ii) payment by the Company of the Senior Subordinated Notes Interest Payment, or (iii) the failure by the Company or the subsidiary guarantors to comply with the terms and provisions of the Second Temporary Waiver.  The Second Temporary Waiver Period may be extended to September 15, 2009 if the Company obtains a temporary waiver or forbearance, in form and substance reasonably satisfactory to Deutsche and the Lender Steering Committee, from the holders of the Senior Subordinated Notes within five business days following the expiration of any grace period applicable to any default under the Senior Subordinated Notes as a result of the Company’s failure to make the Senior Subordinated Notes Interest Payment.

Under the Second Temporary Waiver: (i) interest on advances and all outstanding obligations under the Credit Agreement will accrue at an annual rate of 2.0% plus the otherwise applicable rate during the Second Temporary Waiver Period, (ii) the Company and its subsidiaries must comply with certain restrictions on incurring additional debt, making investments and selling assets and (iii) the Company must comply with specified minimum liquidity requirements.

An affiliate of Sun Capital Securities Group, LLC is one of the lenders that approved the Second Temporary Waiver.  Sun Capital and its affiliates hold approximately 32.2% of the Company’s common stock on a

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fully diluted basis and benefit from certain corporate governance rights described in the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission on February 4, 2009.

As initially disclosed in our Form 10-Q for the quarter ended March 31, 2009, the Company is proactively evaluating strategic alternatives to address ongoing liquidity and financing concerns, including amendments and additional waivers to the Credit Agreement, the sale of non-core assets and/or alternative debt structures.  The Company expects to use the Second Temporary Waiver Period to continue working toward implementing one or more of these strategic alternatives, and views the Second Temporary Waiver as an additional step in a broader transaction with its lenders, although the nature and parameters of this transaction are not yet defined.

Under the Second Temporary Waiver, if requested by the administrative agent for the Lenders or the Lender Steering Committee that has been formed to represent the Lenders in their negotiations with the Company, the Company will provide the administrative agent, the Steering Committee and their respective advisors with weekly updates regarding the ongoing financial performance, operations and liquidity of the Company and its subsidiaries, and the progress toward a proposal for an amendment to or restructuring of the obligations under the Credit Agreement and the Senior Subordinated Notes.  There can be no assurance, however, that the Company’s proposal to the Lenders, or any other strategic alternative, will be implemented prior to the expiration of the Second Temporary Waiver Period, in which case an event of default would likely occur under the Credit Agreement.  The occurrence of an event of default under the Credit Agreement would permit the Lenders to restrict the Company’s access to available cash, and possibly result in the acceleration of the Company’s obligations under the Credit Agreement and the acceleration of debt under other debt agreements that may contain cross-acceleration or cross-default provisions.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Secondary Temporary Waiver, which is attached as Exhibit 10.2 to this report and is incorporated into this Item 1.01 by reference.  The Company announced the Second Temporary Waiver in a press release dated August 14, 2009, a copy of which is furnished, and not filed, as Exhibit 99.1 to this report.  The material terms of the Credit Agreement are described in the Company’s Form 8-K, filed with the SEC on February 4, 2005, as amended in the Company’s Form 8-Ks, filed with the SEC on November 29, 2007 and February 4, 2009, in Note 6 to the Company’s Consolidated Financial Statements included in its Form 10-K filed for the year ended December 31, 2008 and in Note 10 to the Company’s Condensed Consolidated Financial Statements included in its Form 10-Q filed for the quarter ended March 31, 2009.

Item 5.02               Appointment of New Director

Following the August 6, 2009 resignation by Douglas C. Werking from his position as a member of the Board of Directors (the “Board”) of the Company, on August 13, 2009, the Board appointed Michael E. Alger as a director.  Mr. Alger was nominated as a candidate to the Board by Sun Accuride Debt Investments, LLC, an affiliate of Sun Capital Partners and the holder of the sole outstanding share of the Company’s Series A Preferred Stock (the “Series A Stockholder”).  Pursuant to the Company’s Certificate of Designation of Series A Preferred Stock, the Series A Stockholder has the sole right to nominate a candidate for consideration by the Board to fill the vacancy created by Mr. Werking’s resignation. Sun Capital and its affiliates hold approximately 32.2% of the Company’s common stock on a fully diluted basis and benefit from certain corporate governance rights described in the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission on February 4, 2009.

Michael E. Alger, a Vice President at Sun Capital Partners, has over twenty-eight years of experience in senior finance and operations management roles.  Prior to joining Sun Capital Partners in 2007, Mr. Alger served as the CFO of Indalex Aluminum Solutions from 2000 to 2007.  Before serving as CFO of Indalex, Mr. Alger served as Vice President of Finance for Favorite Brands and as CFO for Jel Sert and Olds Products.  Prior to that, Mr. Alger held a number of senior finance positions with Kraft General Foods and Baxter International and he started his career as an auditor with Price Waterhouse.  Mr. Alger received a Bachelor of Science degree in Accounting from the University of Illinois, a Masters in Management in Finance from Northwestern University and is also a certified public accountant.

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Mr. Alger is an officer of Sun Capital Partners, Inc.  Additionally, Mr. Alger is an officer and director of numerous affiliates of Sun Capital Partners, Inc., none of which are affiliated with the Company and/or registered investment companies under the Investment Company Act of 1940.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1Third Amendment and Consent to the Fourth Amended and Restated Credit Agreement and First Amendment to the Amended and Restated Guarantee and Collateral Agreement, dated as of August 14, 2009, to the Fourth Amended and Restated Credit Agreement, dated as of January 31, 2005, as amended, by and among Accuride Corporation, Accuride Canada Inc., the subsidiaries of Accuride Corporation party thereto, the lenders from time to time  party thereto, Citicorp USA, Inc., as resigning administrative agent for the lenders, Deutsche Bank Trust Company Americas, as successor administrative agent for the lenders and the other agents party thereto.

10.2Second Temporary Waiver Agreement, dated August 14, 2009, by and among Accuride Corporation, Accuride Canada Inc., the subsidiaries of Accuride Corporation party thereto, the lenders party thereto, and the administrative agent for the lenders.

99.1Press Release, dated August 14, 2009.

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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:	August 18, 2009	/s/ Stephen A. Martin
		Stephen A. Martin
		Vice President / General Counsel

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Third Amendment and Consent to the Fourth Amended and Restated Credit Agreement and First Amendment to the Amended and Restated Guarantee and Collateral Agreement, dated as of August 14, 2009, to the Fourth Amended and Restated Credit Agreement, dated as of January 31, 2005, as amended, by and among Accuride Corporation, Accuride Canada Inc., the subsidiaries of Accuride Corporation party thereto, the lenders from time to time party thereto, Citicorp USA, Inc., as resigning administrative agent for the lenders, Deutsche Bank Trust Company Americas, as successor administrative agent for the lenders and the other agents party thereto.
10.2	Second Temporary Waiver Agreement, dated August 14, 2009, by and among Accuride Corporation, Accuride Canada Inc., the subsidiaries of Accuride Corporation party thereto, the lenders party thereto, and the administrative agent for the lenders.
99.1	Press Release, dated August 14, 2009

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EX-10.1

Exhibit 10.1

Execution Copy

THIRD AMENDMENT AND CONSENT TO THE FOURTH AMENDED AND
RESTATED CREDIT AGREEMENT; AND FIRST AMENDMENT TO THE AMENDED
AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT

This Third Amendment and Consent to the Fourth Amended and Restated Credit Agreement; and First Amendment to the Amended and Restated Guarantee and Collateral Agreement (collectively, this “Third Amendment”), dated as of August 14, 2009, is by and among Accuride Corporation, a Delaware corporation (the “U.S. Borrower”), 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”), Citicorp USA, Inc. (“Citicorp”), as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Existing Administrative Agent”), Deutsche Bank Trust Company Americas (“DBTCA”), as the successor Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Successor Administrative Agent”), the undersigned Lenders party to the Credit Agreement and each of the undersigned Subsidiaries of the U.S. Borrower (the “Subsidiary Guarantors” and, together with the Borrowers, the “Loan Parties”).  Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrowers, various lenders from time to time party thereto (the “Lenders”), the Existing Administrative Agent and the other agents and arrangers named therein are party to that certain Fourth Amended and Restated Credit Agreement, dated as of January 31, 2005 (as amended, supplemented and/or otherwise modified to, but not including, the date hereof, the “Credit Agreement”);

WHEREAS, the U.S. Borrower and the Subsidiary Guarantors are party to that certain Amended and Restated Guarantee and Collateral Agreement, dated as of January 31, 2005, for the benefit of the Existing Administrative Agent and the Secured Parties (as amended, supplemented and/or otherwise modified to, but not including, the date hereof, the “Guarantee and Collateral Agreement”);

WHEREAS, the Borrowers, the Lenders party thereto and the Existing Administrative Agent are party to that certain Temporary Waiver Agreement, dated as of July 1, 2009 (the “Temporary Waiver Agreement”), pursuant to which (1) the Existing Administrative Agent has resigned as the Administrative Agent under the Loan Documents, effective as of the Third Amendment Effective Date (as defined below); (2) the Lenders have appointed DBTCA as the Successor Administrative Agent under the Loan Documents, effective as of the Third Amendment Effective Date; (3) the U.S. Borrower has consented to the appointment of DBTCA as the Successor Administrative Agent under the Loan Documents; and (4) DBTCA has accepted its appointment as the Successor Administrative Agent, subject to, among other things, execution and delivery of that certain Resignation and Assignment Agreement, dated the date hereof, in the form of Exhibit A hereto (the “Resignation and Assignment Agreement”), among the Borrowers, the other Loan Parties, the Existing Administrative Agent and the Successor Administrative Agent and this Third Amendment and the delivery of the documents required under Section IV(1) of this Third Amendment;

WHEREAS, the Successor Administrative Agent has requested that the Majority Lenders reaffirm their consent to such appointment;

WHEREAS, in connection with the Resignation and Assignment Agreement and subject to the terms and conditions of this Third Amendment, the Successor Administrative Agent has requested, and the Loan Parties and the Lenders are willing to agree to, certain amendments to the Credit Agreement and the Guarantee and Collateral Agreement and certain consents and agreements with respect to the Credit Agreement, in each case as described herein;

WHEREAS, pursuant to Section 9.01 of the Credit Agreement, the consent of the Majority Lenders is required to effect the amendments, consents and other agreements set forth herein; and

WHEREAS, subject to the terms and conditions of this Third Amendment, the parties hereto wish to amend and enter into agreements with respect to certain provisions of the Credit Agreement and the Guarantee and Collateral Agreement;

NOW, THEREFORE, it is agreed:

I.Consent With Respect to Credit Agreement.

Effective as of the Third Amendment Effective Date, the Majority Lenders and the Borrowers, in accordance with Section 8.06 of the Credit Agreement, hereby reaffirm their consent to the appointment of DBTCA as the Successor Administrative Agent.

II.Amendments to Credit Agreement.

As of the Third Amendment Effective Date, and subject to the satisfaction of the conditions set forth in Section IV hereof:

1.Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order:

“DBTCA” means Deutsche Bank Trust Company Americas.

“Interest Determination Date” means, with respect to any Eurodollar Rate Advance, the second Business Day prior to the commencement of any Interest Period relating to such Eurodollar Rate Advance.

“Prime Rate” means the rate which the Administrative Agent announces from time to time as its prime lending rate, the Prime Rate to change when and as such prime lending rate changes.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer by the Administrative Agent, which may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

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“Resignation and Assignment Agreement” means that certain Resignation and Assignment Agreement, dated as of August 14, 2009, among the Borrowers, the other Loan Parties, Citicorp, as Existing Administrative Agent (as such term is defined therein), and DBTCA, as Successor Administrative Agent (as defined therein).

“Third Amendment” means the Third Amendment and Consent to the Fourth Amended and Restated Credit Agreement; and First Amendment to the Amended and Restated Guarantee and Collateral Agreement, dated as of August 14, 2009.

“Third Amendment Effective Date” has the meaning specified in the Third Amendment.

2.Section 1.01 of the Credit Agreement is hereby further amended by deleting the definitions of “Communications”, “Notice”, “Reference Banks” and “Platform” appearing in said Section in their entirety.

3.The definition of “Administrative Agent” appearing in Section 1.01 of the Credit Agreement is hereby amended by inserting the following text immediately prior to the period (“.”) appearing at the end of said definition:

“; provided that, from and after the Third Amendment Effective Date, “Administrative Agent” means DBTCA or any of its successors, including any successor appointed pursuant to Article VIII”.

4.The definition of “Administrative Agent’s Account” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Administrative Agent’s Account” means the account of the Administrative Agent maintained by the Administrative Agent at (a) its office at 60 Wall Street, New York, New York 10005, Reference: Accuride or (b) such other office of the Administrative Agent located in the United States as may from time to time hereafter be designated as such in a written notice delivered by the Administrative Agent to the Borrowers and each Lender.

5.The definition of “Base Rate” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Eurodollar Rate for a Eurodollar Rate Advance denominated in U.S. dollars with a one-month interest period commencing on such day plus 1.0%.  For purposes of clause (c) of this definition, the Eurodollar Rate shall be determined using the Eurodollar Rate as otherwise determined by the Administrative Agent in accordance with the definition of Eurodollar Rate, except that (x) if a given day is a Business Day, such determination shall be made on such day (rather than on the second Business Day prior to the first day of an Interest Period) or (y) if a given day is not a Business Day, the Eurodollar Rate for such day shall be the rate determined by the Administrative Agent pursuant to preceding clause (x) for the most recent Business Day

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preceding such day; provided that the determination of the Eurodollar Rate shall disregard the rounding requirement set forth in the definition of Eurodollar Rate.

6.The definition of “Borrower’s Account” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Borrower’s Account” means, with respect to each Borrower, the account of such Borrower maintained by such Borrower with the Administrative Agent at its office at (i) 60 Wall Street, New York, New York 10005 or (ii) such other office of the Administrative Agent as may from time to time hereafter be designated as such in a written notice delivered by the Administrative Agent to the Borrowers and each Lender.

7. The definition of “Eurodollar Rate” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follow:

“Eurodollar Rate” means, for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a) the rate per annum (rounded upward to the nearest whole multiple of 1/16 of 1% per annum) at which deposits in U.S. dollars are offered by the principal office of the Administrative Agent in London, England to first-class banks in the London interbank market at 11:00 A.M. (London time) for U.S. dollar deposits of amounts in immediately available funds comparable to the outstanding principal amount of the Eurodollar Rate Advance of the Administrative Agent (in its capacity as a Lender) (or, if the Administrative Agent is not a Lender with respect thereto, taking the average principal amount of the Eurodollar Rate Advance then being made by the various Lenders pursuant thereto)) with maturities comparable to the Interest Period applicable to such Eurodollar Rate Advance commencing two Business Days thereafter as of 10:00 A.M. (New York City time) on the applicable Interest Determination Date by (b) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Interest Period.  The Eurodollar Rate for any Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing shall be determined by the Administrative Agent, subject, however, to the provisions of Section 2.07.  Notwithstanding the foregoing, the Eurodollar Rate shall not be less than 3.00% per annum.

8.The definition of “Guarantee and Collateral Agreement” appearing in Section 1.01 of the Credit Agreement is hereby amended by inserting the following text immediately prior to the period (“.”) appearing at the end of said definition:

“, as such agreement may be amended, supplemented or otherwise modified from time to time”.

9. The definition of “Liquidity” appearing in Section 1.01 of the Credit Agreement is hereby amended by deleting the text “Citibank, N.A.” appearing in said definition and inserting the text “DBTCA” in lieu thereof.

10.The definition of “Loan Documents” appearing in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the text “and” appearing immediately prior to the text “(v)” in clause (a) of said definition and inserting a comma (“,”) in lieu thereof, (ii) inserting

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the text “and (vi) the Resignation and Assignment Agreement” immediately following the text “each Letter of Credit” appearing in clause (a) of said definition, (iii) deleting the text “and” appearing immediately prior to the text “(vi)” in clause (b) of said definition and inserting a comma (“,”) in lieu thereof and (iv) inserting the text “and (vii) the Resignation and Assignment Agreement” immediately following the text “each Bank Hedge Agreement” appearing in clause (b) of said definition.

11.Section 1.04 of the Credit Agreement is hereby amended by deleting the text “Citibank” appearing in said Section and inserting the text “DBTCA” in lieu thereof.

12.  Section 2.07(c) of the Credit Agreement is hereby amended by deleting the text “, and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under clause (a)(ii)” appearing in said Section.

13.Section 2.07(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(d)Interest Rate Determination. Upon each Interest Determination Date, the Administrative Agent shall determine the Eurodollar Rate for each Interest Period applicable to the respective Eurodollar Loans and shall promptly notify the Borrower and the Lenders thereof.  Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.  If on any Interest Determination Date, the Administrative Agent determines that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate, the Administrative Agent shall forthwith notify the Appropriate Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances and (A) each such Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Appropriate Borrower and the Lenders that the circumstances causing such suspension no longer exist.”.

14.Section 2.08(a) of the Credit Agreement is hereby amended by (i) deleting the text “average” immediately before the text “daily Unused U.S. Revolving Credit Commitment” appearing in said Section, (ii) deleting the text “only” immediately after the text “Lender that is a U.S. Revolving Credit Lender” appearing in said Section and (iii) deleting the text “average” immediately before the text “daily outstanding Swing Line Advances” appearing in said Section.

15.Section 2.08(b)(i) of the Credit Agreement is hereby amended by deleting the text “average” immediately before the text “daily aggregate Available LC Amount” appearing in said Section.

16.Section 2.08(b)(ii) of the Credit Agreement is hereby amended by deleting the text “average” immediately before the text “daily aggregate Available LC Amount” appearing in said Section.

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17.Section 2.15(c) of the Credit Agreement is hereby amended by deleting each reference to “Citibank” appearing in said Section and inserting the text “DBTCA” in lieu thereof.

18.Section 5.02(b)(iii)(E) of the Credit Agreement is hereby amended by deleting the text “indorsement” appearing in said Section and inserting the text “endorsement” in lieu thereof.

19. Section 8.01 of the Credit Agreement is hereby amended by inserting the text “irrevocably” immediately prior to the text “appoints” appearing in the first sentence of said Section.

20.Section 8.01 of the Credit Agreement is hereby further amended by inserting the following new sentences immediately following the first sentence of said Section:

“The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and the Administrative Agent may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates.  The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.”.

21.Section 8.01 of the Credit Agreement is hereby further amended by inserting the text “not incur any liability to any Lender Party and shall” immediately prior to the text “be fully protected” appearing in the fourth sentence (after giving effect to the amendments set forth in preceding paragraph 20) of said Section.

22.Section 8.01 of the Credit Agreement is hereby further amended by inserting the following new sentence immediately prior to the last sentence of said Section:

“Without limiting the foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of the Majority Lenders (or, if so specified by this Agreement, any applicable greater percentage of Lenders).”.

23.Section 8.02 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Section 8.02.  Administrative Agent’s Reliance, Etc.  Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).  Without limitation of the generality of the foregoing, the Administrative Agent:  (a) may

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deem and treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (b) with respect to any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note, may consider as conclusive and binding any such request, authority or consent of  such Person, as applicable, on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefore; (c) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (d) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any recitals, statements, information, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (e) shall not have any duty to ascertain or to inquire as to (x) the performance or observance of any of the terms, provisions, covenants or conditions of this Agreement or any Loan Document on the part of any Loan Party, (y) the financial condition of any Loan Party or (z) the existence or possible existence of any Default; (f) shall not have any duty to inspect the property (including the books and records) of any Loan Party; (g) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, collectibility, sufficiency or value of any Loan Document, the financial condition of the Borrowers or any of their Subsidiaries or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (h) shall incur no liability under or in respect of any Loan Document by acting upon any notice, statement, consent, order, certificate or other instrument or writing (which may be by telegram, telecopy, telex, cablegram or electronic mail) or telephone message believed by it to be genuine and signed, sent or made by the proper party or parties.”.

24.Section 8.03 of the Credit Agreement is hereby amended by (i) deleting each reference to “Citicorp” appearing in said Section and inserting the text “DBTCA” in lieu thereof, (ii) inserting the text “or any similar terms” immediately before the text “shall, unless otherwise expressly indicated” appearing in said Section, (iii) deleting the text “any kind of business with” appearing in the second sentence of said Section and inserting the text “any kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital or other services (including financial advisory services) to,” in lieu thereof and (iv) inserting the following new sentence immediately after the last sentence of said Section:

“DBTCA may accept fees and other consideration from any Loan Party or any Affiliate of any Loan Party for services in connection with this Agreement and otherwise without having to account for the same to the Lender Parties.”.

25.Section 8.04 of the Credit Agreement is hereby amended by inserting the following new sentence at the end of said Section:

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“Except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Party or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter.”.

26.Section 8.05(a) of the Credit Agreement is hereby amended by (i) inserting the text “(or any affiliate thereof) in performing its duties hereunder or under any other Loan Document or” immediately following the text “or asserted against the Administrative Agent” appearing in said Section and (ii) inserting the text “(as determined by a court of competent jurisdiction in a final and non-appealable decision)” immediately following the text “gross negligence or willful misconduct” appearing in said Section.

27.Section 8.06 of the Credit Agreement is hereby amended by (i) deleting the text “and may be removed as to all of the Facilities at any time with or without cause by the Majority Lenders” appearing in the first sentence of said Section, (ii) deleting the text “or removal” appearing in the second sentence of said Section, (iii) deleting the text “or been removed” appearing in the second sentence of said Section; (iv) inserting the text “and such consent not to be required if an Event of Default then exists” immediately following the text “withheld or delayed” appearing in the second sentence of said Section, (v) deleting the text “30 days” appearing in the third sentence of said Section and inserting the text “15 Business Days” in lieu thereof, (vi) deleting the text “or the Majority Lenders’ removal of the retiring Administrative Agent” appearing in the third sentence of said Section, (vii) inserting the text “and such consent not to be required if an Event of Default then exists” immediately following the text “withheld or delayed” appearing in the third sentence of said Section and (viii) inserting the text “or trust company” immediately following the text “commercial bank” appearing in the third sentence of said Section.

28.Section 8.06 of the Credit Agreement is hereby further amended by inserting the following new sentences immediately following the second sentence of said Section:

“Such successor Administrative Agent shall serve until such time, if any, as the Majority Lenders appoint a new successor Administrative Agent as provided above.  If no successor Administrative Agent has been appointed by the 20th Business Day after the date such notice of resignation was given by the retiring Administrative Agent, such retiring Administrative Agent’s resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document with respect to the Facility or Facilities as to which the retiring Administrative Agent has resigned until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided above.”.

29. Section 8.06 of the Credit Agreement is hereby further amended by inserting the following new sentence immediately prior to the last sentence of said Section:

“Notwithstanding the foregoing, the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents with respect to any Facility or Facilities upon the effectiveness of its resignation pursuant to the fourth sentence of this Section 8.06.”.

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30.Section 8.06 of the Credit Agreement is hereby further amended by (i) deleting the text “or removal” appearing in the last sentence of said Section, (ii) inserting the text “Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents, and the” immediately prior to the text “provisions of this Article VIII” appearing in the last sentence of said Section and (iii) inserting the text “and Section 9.04 (and the analogous provisions of the other Loan Documents)” immediately following the text “this Article VIII” appearing in the last sentence of said Section.

31.Article VIII of the Credit Agreement is hereby further amended by inserting the following new Sections 8.08 and 8.09 at the end thereof:

“SECTION 8.08.  Collateral Matters.

(a)  Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents for the benefit of the Lenders and the other Secured Parties.  Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Majority Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders.  The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents.

(b)The Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 8.08 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

SECTION 8.09.  Delivery of Information.  The Administrative Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by the Administrative Agent from any Loan Party, any Subsidiary of any Loan Party, the Majority Lenders, any Lender or

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any other Person under or in connection with this Agreement or any other Loan Document except (i) as specifically provided in this Agreement or any other Loan Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of the Administrative Agent at the time of receipt of such request and then only in accordance with such specific request.”.

32.Section 9.02(a) of the Credit Agreement is hereby amended and restated in its entirety as follows and re-numbered as Section 9.02:

“SECTION 9.02.  Notices, Etc.  All notices and other communications provided for hereunder shall be in writing (including telegraphic or telecopy communication) and mailed, telegraphed, telecopied or delivered, if to the U.S. Borrower, to its address at P.O. Box 15600, 7140 Office Circle, Evansville, IN 47716, Attn:  Office of General Counsel; if to the Canadian Borrower, addressed to it c/o the U.S. Borrower at the U.S. Borrower’s address; if to any Initial Lender or the Initial Issuing Bank, to its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender Party, to its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender Party; and if to the Administrative Agent, to its address at 60 Wall Street, at Deutsche Bank Trust Company Americas, 60 Wall Street, MS NYC60-0208, New York, New York 10005, Attention: Omayra Laucella; or, as to either Borrower or the Administrative Agent, to such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the U.S. Borrower and the Administrative Agent pursuant to this Section 9.02; provided that materials required to be delivered pursuant to Section 5.03(b), (c) and (i) shall be delivered to the Administrative Agent in an electronic medium in a format reasonably acceptable to the Administrative Agent.  All such notices and communications shall, when mailed, telegraphed, telecopied or e-mailed, be effective when deposited in the mails, delivered to the telegraph company, transmitted by telecopier or confirmed by e-mail, respectively, except that notices and communications to the Administrative Agent pursuant to Sections 2.02, 2.03, 2.05, 2.06(a) and 2.09(a) and with respect to selected Interest Periods in respect of Eurodollar Rate Advances shall not be effective until received by the Administrative Agent.  Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.”.

33.Article IX of the Credit Agreement is hereby amended by deleting Sections 9.02(b) and (c) in their entirety.

34.Section 9.14(a) of the Credit Agreement is hereby amended by deleting the text “Citibank” appearing in said Section and inserting the text “DBTCA” in lieu thereof.

35.Exhibits A-1, A-2 and A-3 to the Credit Agreement are hereby amended by (i) deleting the text “Citicorp USA, Inc.” appearing in the third paragraph of each such Exhibit and inserting the text “Deutsche Bank Trust Company Americas” in lieu thereof and (ii) deleting the

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text “Citibank, N.A., 399 Park Avenue, New York, New York 10043” appearing in the first sentence of the third paragraph of each such Exhibit and inserting the text “Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York 10005” in lieu thereof.

36. Exhibit B to the Credit Agreement is hereby amended by (i) deleting the text “Citicorp USA, Inc.” appearing in the address block of said Exhibit and inserting the text “Deutsche Bank Trust Company Americas” in lieu thereof and (ii) deleting the text “388 Greenwich Street, New York, New York 10013” appearing in the address block of said Exhibit and inserting the text “60 Wall Street, New York, New York 10005” in lieu thereof.

37. Exhibit C to the Credit Agreement is hereby amended by (i) inserting the text “together with any successor in such capacity,” immediately prior to the text “, the “Administrative Agent””  appearing in the first paragraph therein and (ii) deleting the text “Citicorp USA, Inc.” appearing in the signature blocks thereto and inserting the text “Deutsche Bank Trust Company Americas” in lieu thereof.

38. Exhibit J to the Credit Agreement is hereby amended by (i) deleting each reference to “Citicorp USA, Inc.” appearing therein and inserting the text “Deutsche Bank Trust Company Americas” (or, in the case of the signature blocks thereto, “DEUTSCHE BANK TRUST COMPANY AMERICAS”) in lieu thereof, (ii) deleting each reference to the text “2005” appearing therein and inserting the text “20  ” in lieu thereof, (iii) deleting the text “Cynthia Parker, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017” appearing therein and inserting the text “Amy Delsack, White & Case LLP, 1155 Avenue of the Americas, New York, New York 10036” in lieu thereof and (iv) deleting the text “388 Greenwich Street, New York, New York 10013” appearing in the address block in Section 9.01 of said Exhibit and inserting the text “60 Wall Street, New York, New York 10005” in lieu thereof.

39. Exhibit K to the Credit Agreement is hereby amended by (i) inserting the text “together with any successor in such capacity,” immediately prior to the text “, the “Administrative Agent”” appearing in the first paragraph therein and (ii) deleting the reference to “Citicorp USA, Inc.” appearing in the signature blocks thereto and inserting the text “Deutsche Bank Trust Company Americas” in lieu thereof.

III.Amendments to Guarantee and Collateral Agreement.

As of the Third Amendment Effective Date:

1.The cover page to the Guarantee and Collateral Agreement is hereby amended by deleting the text “CITICORP USA, INC.” and inserting the text “DEUTSCHE BANK TRUST COMPANY AMERICAS” in lieu thereof.

2.The preamble to the Guarantee and Collateral Agreement is hereby amended by inserting the text “, together with any successor in such capacity” immediately prior to the text “, the “Administrative Agent”” appearing therein.

3.Section 1.1 of the Guarantee and Collateral Agreement is hereby amended by inserting the following new definition in the appropriate alphabetical order:

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“Accuride Erie” means Accuride Erie L.P., a Delaware limited partnership.

“DBTCA” means Deutsche Bank Trust Company Americas.

4.Section 1.1 of the Guarantee and Collateral Agreement is hereby further amended by deleting the definition of “Cash Collateral Account Letter” appearing in said Section in its entirety.

5.The definition of “Cash Collateral Account” appearing in Section 1.1(b) of the Guarantee and Collateral Agreement is hereby amended and restated in its entirety as follows:

“Cash Collateral Account”: (a) with respect to each Borrower, the cash collateral account opened with DBTCA at its offices at 60 Wall Street, MSNYC 60-0208, New York, New York, 10005.  All Cash Collateral Accounts have been opened pursuant to and for the purposes set forth in Section 2.06(viii) of the Credit Agreement and Section 4.1 of this Agreement, and are under the sole and exclusive dominion and control of the Administrative Agent and subject to the terms of this Agreement.

6.The definition of “Securities Account” appearing in Section 1.1(b) of the Guarantee and Collateral Agreement is hereby amended and restated in its entirety as follows:

“Securities Account”:  the Borrower’s Account, Account No. 069-108472, with Fifth Third Securities, Inc. at its office at 5050 Kingsley Drive, Cincinnati, Ohio 45263.

7.Section 4.1(a)(i) of the Guarantee and Collateral Agreement is hereby amended and restated in its entirety as follows:

“(i)each of the Borrowers will maintain its Cash Collateral Account with DBTCA in accordance with the terms of this Agreement.  The Administrative Agent shall have sole and exclusive dominion and control of each Cash Collateral Account subject to the terms of this Agreement; and”.

8.The Acknowledgement and Consent for the Guarantee and Collateral Agreement is hereby amended by deleting the reference to “Citicorp USA, Inc.” appearing therein and inserting the text “Deutsche Bank Trust Company Americas” in lieu thereof.

9. Annex 1 to the Guarantee and Collateral Agreement is hereby amended by deleting the reference to “Citicorp USA, Inc.” appearing therein and inserting the text “Deutsche Bank Trust Company Americas” in lieu thereof.

10.Exhibit A to the Guarantee and Collateral Agreement is hereby amended and restated in its entirety as follows:

“[Intentionally Omitted]”.

11.Exhibits B, C, D, E and F to the Guarantee and Collateral Agreement are hereby amended by deleting each reference to “Citicorp USA, Inc.” appearing in each such Exhibit and

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inserting the text “Deutsche Bank Trust Company Americas” (or, in the case of any signature blocks thereto, “DEUTSCHE BANK TRUST COMPANY AMERICAS”) in lieu thereof.

12.  Exhibits E and F to the Guarantee and Collateral Agreement are hereby further amended by deleting each reference to “CUSA” appearing in said Exhibits and inserting the text “DBTCA” in lieu thereof.

IV.Conditions to Effectiveness.

This Third Amendment shall become effective as of the date (the “Third Amendment Effective Date”) on which each of the following conditions precedent shall have been satisfied:

1.Conditions Precedent under the Resignation and Assignment Agreement.  All of the conditions precedent to effectiveness listed in Section 5 of the Resignation and Assignment Agreement shall have been satisfied.

2.Corporate and Other Proceedings.  All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Third Amendment shall be satisfactory in all respects to the Successor Administrative Agent and the Existing Administrative Agent.

3.Costs and Expenses.  As provided in Section 9.04 of the Credit Agreement, the Borrowers shall have reimbursed the Existing Administrative Agent and the Successor Administrative Agent for all reasonable fees, costs and out-of-pocket expenses due and payable by the Borrowers pursuant to the Loan Documents, including such costs and expenses (including reasonable attorneys’ fees) for advice, assistance, or other representation in connection with the preparation, execution and delivery of this Third Amendment.

V.Certain Covenants and Agreements.

1.The Borrowers hereby covenant and agree that, after giving effect to this Third Amendment, the resignation of Citicorp as the Existing Administrative Agent and the appointment of DBTCA as the Successor Administrative Agent, the Borrowers and the Subsidiary Guarantors shall take such other actions and deliver such documents, at their sole cost and expense, as are reasonably requested by the Successor Administrative Agent, and the Borrowers shall otherwise comply in all respects with Section 5.01(j) of the Credit Agreement and Sections 5.2(e) and (f) of the Temporary Waiver Agreement in accordance with the terms thereof.

2.Any breach by the U.S. Borrower or any of its Subsidiaries of its obligations under this Section V shall constitute a default under Section 7.01(d) of the Credit Agreement for all purposes of the Credit Agreement and the other Loan Documents.

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VI.Miscellaneous Provisions.

1.Reaffirmation. Each Loan Party acknowledges and agrees that (i) all Obligations of the Borrowers shall continue to be fully guaranteed pursuant to the Guarantee and Collateral Agreement and (ii) all Obligations of the Loan Parties continue to be fully secured pursuant to the Security Documents.

2.Representations and Warranties.  In order to induce the Lenders to enter into this Third Amendment, each Borrower hereby represents and warrants that:

(i)other than the Scheduled Defaults (as defined in the Temporary Waiver Agreement), no event has occurred and is continuing, or would result from the effectiveness of the Third Amendment, that constitutes a Default;

(ii)all of the representations and warranties contained in the Credit Agreement and the other Loan Documents are correct in all material respects on and as of the Third Amendment Effective Date (except with respect to or as may be affected by the Scheduled Defaults), both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date);

(iii)after conducting a commercially reasonable inquiry regarding the accuracy of Schedules 3, 4 and 5 to the Resignation and Assignment Agreement, to the Borrowers’ knowledge (a) Schedule 3 contains a complete list of all possessory Collateral and security filings related to the Collateral delivered to the Existing Administrative Agent, (b) Schedule 4 contains a complete list of all Mortgages granted to the Existing Administrative Agent (or, to the extent any such Mortgage is a deed of trust, such deed of trust granted to the trustee therein, for the benefit of the Existing Administrative Agent) for the benefit of the Secured Parties and (c) Schedule 5 and Schedule 6 combined contain a list of all Cash Concentration Account Letters, Control Agreements and Pledged Account Letters (each as defined in the Guarantee and Collateral Agreement) entered into with the Existing Administrative Agent and still in effect as of the Third Amendment Effective Date;

(iv)the execution, delivery and performance by each Loan Party of this Third Amendment has been duly authorized by all requisite corporate or other action on the part of such Loan Party and will not violate any of the certificates or articles of incorporation, certificates of formation, limited liability company agreements or by-laws (or equivalent organizational documents) of such Loan Party; and

(v)this Third Amendment has been duly executed and delivered by each Loan Party, and each of this Third Amendment and the Loan Documents as amended or otherwise modified hereby constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with their terms, except as

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may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity.

3.No Waiver.  This Third Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document.

4.Counterparts.  This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  A complete set of counterparts shall be lodged with the U.S. Borrower, the Existing Administrative Agent and the Successor Administrative Agent.  Delivery of an executed counterpart of this Third Amendment by email or facsimile shall be effective as delivery of a manually executed counterpart of this Third Amendment.

5.Governing Law.  THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

6.References to Loan Documents.  From and after the Third Amendment Effective Date, all references in the Credit Agreement and each of the other Loan Documents, as amended from time to time, to the Credit Agreement (or, in the case of the Credit Agreement, “this Agreement”) shall be deemed to be a reference to the Credit Agreement and each other Loan Document as modified hereby on the Third Amendment Effective Date pursuant to the terms of this Third Amendment.

7.Severability.  The fact that any term or provision of this Third Amendment (or of the Credit Agreement, to the extent modified pursuant to this Third Amendment) is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

8.Waiver of Jury Trial.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS THIRD AMENDMENT.

*          *          *

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Third Amendment as of the date first above written.

ACCURIDE CORPORATION,
as U.S. Borrower
By:	/s/ William M. Lasky
Name:		William M. Lasky
Title:		President and Chief Executive
		Officer
ACCURIDE CANADA INC.,
as Canadian Borrower
By:	/s/ William M. Lasky
Name:		William M. Lasky
Title:		President and Director
CITICORP USA, INC., as Existing Administrative Agent
By:	/s/ Miles D. McManus
Name:		Miles D. McManus
Title:		Vice President and Director
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Successor Administrative Agent
By:	/s/ Omayra Laucella
Name:		Omayra Laucella
Title:		Vice President
By:	/s/ Erin Morrissey
Name:		Erin Morrissey
Title:		Vice President

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.
FABCO AUTOMOTIVE CORPORATION
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 Subsidiary Guarantor
By:		/s/ William M. Lasky
Name:			William M. Lasky
Title:			Authorized Officer
ACCURIDE ERIE L.P.,
as Subsidiary Guarantor
By: AKW GENERAL PARTNER L.L.C.,
as General Partner
	By:  ACCURIDE CORPORATION,
	as Sole Member
By:		/s/ William M. Lasky
Name:			William M. Lasky
Title:			President and Chief Executive
			Officer

ACCURIDE HENDERSON LIMITED LIABILITY COMPANY
AKW GENERAL PARTNER L.L.C.,
each as a Subsidiary Guarantor
By: ACCURIDE CORPORATION,
as Sole Member
By:	/s/ William M. Lasky
Name:		William M. Lasky
Title:		President and Chief Executive
		Officer
IMPERIAL GROUP, L.P.,
as Subsidiary Guarantor
By: IMPERIAL GROUP HOLDING
CORP. - 1, its General Partner
By:	/s/ William M. Lasky
Name:		William M. Lasky
Title:		President and Director

EX-10.2

Exhibit 10.2

EXECUTION COPY

SECOND TEMPORARY WAIVER AGREEMENT (this “Agreement”), dated as of August 14, 2009, to the Fourth Amended and Restated Credit Agreement dated as of January 31, 2005 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among ACCURIDE CORPORATION, a Delaware corporation (the “U.S. Borrower”), 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 party thereto (collectively, the “Lenders”) and CITICORP USA, INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), is entered into by and among the Borrowers, the other Loan Parties and the Lenders.

W I T N E S S E T H :

A.            WHEREAS, the Borrowers, the Lenders, and the Administrative Agent are parties to the Credit Agreement;

B.            WHEREAS, pursuant to the Credit Agreement, the Lenders have made certain loans to the Borrowers;

C.            WHEREAS, as a result of the then likely occurrence of certain Events of Default under the Credit Agreement, the Administrative Agent and the Lenders entered into that certain Temporary Waiver Agreement (the “First Temporary Waiver Agreement”), dated as of July 1, 2009, whereby the Lenders agreed to temporarily waive the Scheduled Defaults until the Temporary Waiver Termination Date as so defined therein (hereinafter defined as the “First Temporary Waiver Termination Date”);

D.            WHEREAS, the additional Event of Default set forth in Schedule 2 attached hereto (the “Additional Default”) is expected to occur on or before the Second Temporary Waiver Termination Date (as defined below);

E.             WHEREAS, the Administrative Agent and the Lenders will, if the Scheduled Defaults occur and remain continuing as a result of the First Temporary Waiver Termination Date occurring or the Additional Default occurs and remains continuing, be entitled to exercise all of their rights and remedies under the Credit Agreement, the other Loan Documents and applicable law (such rights, remedies and actions, collectively, “Enforcement Actions”), including without limitation, to declare to be immediately due and payable the outstanding principal of the Advances, all accrued interest thereon and all fees and other obligations owing to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents;

F.             WHEREAS, certain Lenders identified to the U.S. Borrower have formed a steering committee (the “Steering Committee”), provided that members of the Steering Committee shall not assume any additional duties or obligations as a result of being on the Steering Committee;

G.            WHEREAS, each Borrower acknowledges and agrees that it shall continue to not request any Advances, Letters of Credit or other extensions of credit under the

Credit Agreement during the Second Temporary Waiver Period (as defined below), except as contemplated in Section 4.7 hereof;

H.            WHEREAS, the Borrowers have requested that the Lenders agree to extend the temporary waiver of the Scheduled Defaults and temporarily waive the Additional Default through the Second Temporary Waiver Termination Date (as defined below) in order to afford the Borrowers an opportunity to propose an amendment to or restructuring of its obligations under the Credit Agreement and the other Loan Documents that is acceptable to the Lenders (in their sole discretion); and

I.              WHEREAS, the Lenders have agreed to such request, subject to the terms and provisions set forth in this Agreement, and without any advance understanding or agreement by the Lenders to consent to any proposed amendment to or restructuring of the Credit Agreement or the consummation of any transaction for which consent or waiver would be required under the Credit Agreement or the other Loan Documents.

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

SECTION 1.           Definitions.  Capitalized terms used herein (including in the recitals) but not defined herein have the meanings assigned to them in the Credit Agreement or the First Temporary Waiver Agreement (as applicable).

SECTION 2.           Acknowledgements.

2.1           Amount of Obligations.  Each Loan Party acknowledges and agrees that (a) as of 5:00 pm New York time on the date hereof, the Obligations include, without limitation, the amounts set forth on Schedule 1 attached hereto on account of the outstanding unpaid amount of principal of, accrued and unpaid interest on, and fees and commissions related to, the Advances and (b) such Loan Party is truly and justly indebted to the Lenders and the Administrative Agent for, or has provided a guaranty for the benefit of the Lenders and the Administrative Agent with respect to, the Obligations without defense, counterclaim or offset of any kind, and such Loan Party ratifies and reaffirms the validity, enforceability and binding nature of such Obligations.

2.2           Events of Default.  Each Loan Party (a)(i) acknowledges and agrees that the Scheduled Defaults would already have occurred and be continuing but for the First Temporary Waiver Agreement continuing in full force and effect, (ii) acknowledges and agrees that the Additional Default is likely to occur during the Second Temporary Waiver Period and (iii) represents and warrants to the Administrative Agent and the Lenders that no Default or Event of Default (other than the Scheduled Defaults and the Additional Default) has occurred and continues to exist as of the Second Waiver Effective Date (as defined below) and (b) absent the agreement of the Lenders to extend the temporary waiver of the Scheduled Defaults and to temporarily waive the Additional Default as provided in this Agreement, the Administrative Agent and the Lenders would be entitled, following the occurrence and during the continuance of

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such Scheduled Defaults or Additional Default, at any time to take any and all Enforcement Actions.

2.3           Collateral.  Each Loan Party ratifies and reaffirms the validity and enforceability (without defense, counterclaim or offset of any kind) of the Liens granted to secure any of the Obligations by such Loan Party to the Administrative Agent, for the benefit of the Lenders, pursuant to the Collateral Documents to which such Loan Party is a party.  Each Loan Party acknowledges and agrees that all such Liens granted by such Loan Party shall continue to secure the Obligations from and after the Second Waiver Effective Date.  Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders that, pursuant to the Collateral Documents to which such Loan Party is a party, the Obligations are secured by Liens on all of such Loan Party’s assets to the extent required by the Collateral Documents, and each Loan Party will, at the reasonable request of the Administrative Agent or any of the Lenders, deliver to the requesting party documents evidencing the validity and enforceability of such Liens.

2.4           Not an Arrangement with Creditors.  Each of the parties hereto acknowledges that this document is a temporary waiver in accordance with the terms hereof and should not be construed as an arrangement by any Loan Party with its creditors.

SECTION 3.           Temporary Waiver.

3.1           Second Temporary Waiver Period.  Subject to the terms and conditions of this Agreement, the Lenders party hereto agree to temporarily waive the Scheduled Defaults and the Additional Default during the period from and including the Second Waiver Effective Date until the earliest to occur of (the date of such occurrence, the “Second Temporary Waiver Termination Date”; and such period, the “Second Temporary Waiver Period”) (a) 5:00 P.M. (New York City time) on September 15, 2009, (b) the occurrence and continuance of an Event of Default that is not a Scheduled Default or an Additional Default, (c) the date of payment of the interest payment due and owing on August 1, 2009 (the “Senior Subordinated Notes Interest Payment”) to the holders under the U.S. Borrower’s 8½% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes”), (d) the date of delivery by the U.S. Borrower of a Senior Subordinated Notes Payment Notice (as defined below) to the Administrative Agent and the Steering Committee, (e) the failure by the U.S. Borrower to obtain a temporary waiver or forbearance, in form and substance reasonably satisfactory to the Administrative Agent and the Steering Committee (the “Senior Subordinated Notes Waiver”), from the holders of the Senior Subordinated Notes within five (5) Business Days following the expiration of any grace period applicable to any default under the Senior Subordinated Notes as a result of the U.S. Borrower’s failure to make the Senior Subordinated Notes Interest Payment, (f) the date on which the holders of the Senior Subordinated Notes shall exercise any rights or remedies available under the Senior Subordinated Note Indenture or applicable law as a result of the occurrence of any “Default” or “Event of Default” under, and as defined in, the Senior Subordinated Note Indenture (whether in connection with the Additional Default or otherwise), (g) any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete in any material respect on or as of the date made or deemed made, (h) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the

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essence for each such covenant and obligation), including without limitation, any provision of Section 4 below, and (i) any Loan Party shall take any action to challenge (including without limitation, to assert in writing any challenge to) the validity or enforceability of this Agreement or any other Loan Document or any provision hereof or thereof.

3.2           No Waiver; Limitation on Second Temporary Waiver.  Each Loan Party acknowledges and agrees that the Lenders are only agreeing to temporarily waive the Scheduled Defaults and the Additional Default during the Second Temporary Waiver Period, and after the Second Temporary Waiver Termination Date, if the Scheduled Defaults and/or the Additional Default have occurred and are continuing, the temporary waiver provided herein shall automatically terminate without any further action or notice by any party, and as a result, (a) the waiver in this Agreement shall no longer constitute a waiver of the occurrence or the continuance of any Event of Default which is a Scheduled Default or an Additional Default, and each such Event of Default that occurs shall, after it occurs, continue to exist after the Second Temporary Waiver Termination Date and (b) nothing contained in this Agreement shall be construed to limit or affect the right of the Administrative Agent and the Lenders to bring or maintain during the Second Temporary Waiver Period any action to enforce or interpret any term or provision of this Agreement, or to file or record instruments of public record (or take other action) to perfect or further protect the perfection and/or priority of the liens and security interests granted by the Loan Parties to the Administrative Agent and the Lenders.  For the avoidance of doubt, during the Second Temporary Waiver Period, the Loan Parties and their Subsidiaries may not take any action that would be prohibited under any Loan Document during the occurrence of a Default or Event of Default.

3.3           Enforcement Actions after Second Temporary Waiver Period.  Each Loan Party acknowledges and agrees that, on the Second Temporary Waiver Termination Date, the agreement of the Lenders to temporarily waive the Scheduled Defaults and the Additional Default shall cease and be of no further force or effect, and if any Scheduled Default and/or Additional Default has occurred and is continuing at such time, the Administrative Agent and the Lenders shall be entitled to immediately take Enforcement Actions under the Credit Agreement, the other Loan Documents and applicable law, all without further notice or demand, in respect of the Scheduled Defaults and/or Additional Default (as applicable), or any other Event of Default, then existing.

SECTION 4.           Agreements.  To induce the Lenders to enter into this Agreement and to temporarily waive the Scheduled Defaults and the Additional Default during the Second Temporary Waiver Period, if the Scheduled Defaults and/or the Additional Default have occurred and are continuing, the Borrowers, the other Loan Parties and the Lenders agree as follows:

4.1           Financial Advisor.  The Administrative Agent or the Steering Committee shall, on behalf of the Lenders, have the right to continue to retain or to cause its counsel to continue to retain for its benefit a restructuring or financial advisor to assist with the coordination and consummation of a potential amendment to or restructuring of the Credit Agreement, and the U.S. Borrower shall be liable for all costs and expenses incurred by the Administrative Agent or

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the Steering Committee, as applicable, with respect to such restructuring or financial advisor.  In connection with such retention, the U.S. Borrower shall maintain in full force and effect the previously executed engagement-related agreement with such restructuring or financial advisor, which includes an agreement by the U.S. Borrower to be directly responsible for the fees of such restructuring or other financial advisor, to pay such fees promptly upon being invoiced therefor and to use its commercially reasonable efforts to cooperate, and to cause its own advisors and its Subsidiaries to cooperate with such restructuring or other financial advisor in the performance of its duties as an advisor in accordance with such engagement-related agreement.

4.2           Cash and Cash Equivalents.  Promptly following the Second Waiver Effective Date, the Borrowers shall confirm the locations and amounts of material holdings by it and its Subsidiaries of cash and Cash Equivalents and take or cause to be taken such actions as the Administrative Agent or the Steering Committee may reasonably request to assure that the Administrative Agent for the benefit of the Lenders has a perfected security interest therein with “control” (as defined in the Uniform Commercial Code) with respect thereto to the extent required pursuant to the Loan Documents.

4.3           Minimum Liquidity.  From and after the Second Waiver Effective Date, the U.S. Borrower shall not, directly or indirectly, at any time permit (a) Liquidity to be less than $28,000,000 or (b) average Liquidity for five consecutive Business Days (“Average Liquidity”) to be less than $32,500,000; provided, however, that (i) Liquidity shall be calculated without giving effect to the unutilized amount of Commitments of any Defaulting Lender and (ii) if (A) Liquidity at any time is less than $28,000,000 but greater than $26,000,000 or (B) average Liquidity for five consecutive Business Days is less than $32,500,000 but greater than $30,000,000, such failure shall not constitute an Event of Default or a failure to perform its obligations hereunder if such failure is consented to by the Steering Committee within three Business Days after the occurrence of such failure.  Upon any Responsible Officer of the U.S. Borrower becoming aware of the failure to satisfy the requirement in clause (a) or (b) of the previous sentence, the U.S. Borrower shall immediately notify the Administrative Agent and the Steering Committee of such failure.  In addition, if at any time (x) Liquidity is less than $32,000,000 or (y) Average Liquidity is less than $37,000,000, the U.S. Borrower shall, on each Business Day thereafter, deliver to the Administrative Agent and the Steering Committee a report setting forth the Liquidity at the end of the previous Business Day and the Average Liquidity for the five consecutive Business Days ending on such previous day, and such daily reporting shall continue until the U.S. Borrower delivers to the Administrative Agent a report demonstrating that, at the end of the previous Business Day, Liquidity is greater than $32,000,000 and Average Liquidity is greater than $37,000,000.

4.4           Weekly Cash Flow Forecasts, Etc.  The U.S. Borrower shall continue to deliver to the Administrative Agent and the Steering Committee, on Thursday (or the immediately succeeding Business Day if Thursday is not a Business Day) of each week, (a) a 13-week cash flow forecast in the form of such forecast delivered to the Steering Committee under the terms of the First Temporary Waiver Agreement or another form reasonably satisfactory to the Steering Committee (the “13-Week Cash Flow Forecast”), (b) a reconciliation of the cash balances of the U.S. Borrower and its Subsidiaries between the amount shown on the U.S. Borrower’s general ledger for the prior week and the amount maintained on deposit for such week by the U.S. Borrower and its Subsidiaries with banks, (c) a variance report (i) showing on a

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line item basis the percentage and dollar variance of actual cash disbursements and revenues and cash receipts for the prior week from the amounts set forth for such week in the most recent 13-Week Cash Flow Forecast and (ii) containing explanations of material variances from such 13-Week Cash Flow Forecast, (d) a certificate, in a form satisfactory to the Steering Committee, of a Responsible Officer of the U.S. Borrower as to the calculation of Liquidity for the prior week and attaching forth such calculations and (e) the weekly flash information provided to the U.S. Borrower’s Board of Directors for such week.  Each delivery of the 13-Week Cash Flow Forecast shall be deemed to be a representation by the U.S. Borrower that such 13-Week Cash Flow Forecast has been prepared based upon good faith estimates and assumptions that the U.S. Borrower believes were reasonable at the time made (it being understood and agreed that such 13-Week Cash Flow Forecast is not to be viewed as fact and that actual results during the period or periods covered thereby may differ from such projected results).

4.5           Weekly Updates.  If requested by the Administrative Agent or the Steering Committee, on Thursday (or the immediately succeeding Business Day if Thursday is not a Business Day) of each week, and on such other dates requested by the Steering Committee on providing the U.S. Borrower with two (2) Business Days’ prior written notice, during the Second Temporary Waiver Period, the U.S. Borrower shall provide the Administrative Agent, the Steering Committee and their respective advisors with an update (via a meeting or conference call with the U.S. Borrower’s management and/or its advisors) on the weekly flash information provided to the Board of Directors, the ongoing financial performance, operations and liquidity of the U.S. Borrower and its Subsidiaries and the progress toward a proposal for an amendment to or restructuring of the Obligations under the Credit Agreement and the Senior Subordinated Notes.

4.6           Additional Interest; Fees.  For each day during the Second Temporary Waiver Period, the Advances and all outstanding Obligations shall accrue interest at a rate per annum equal to 2% plus the rate otherwise applicable to such Advances pursuant to Section 2.07 of the Credit Agreement, and such additional interest shall be paid monthly in arrears on the last Business Day of each calendar month during the Second Temporary Waiver Period and on the Second Temporary Waiver Termination Date.

4.7           Activity during Second Temporary Waiver Period.  The U.S. Borrower shall not, and shall not permit any of its Subsidiaries to, (a) incur any Indebtedness under Section 5.02(b)(iii)(A) or 5.02(b)(iii)(I) of the Credit Agreement, other than PIK Advances, Letters of Credit issued, in the sole discretion of the Issuing Bank, at the request of the U.S. Borrower for the purpose of extending or replacing Letters of Credit in the ordinary course, and up to $500,000 of Letter of Credit Advances resulting from draws under Letters of Credit that are expiring, (b) make any Investments under Section 5.02(e)(xiii) of the Credit Agreement or (c) sell or otherwise dispose of any assets under Section 5.02(d)(ii) of the Credit Agreement.  In addition, during the Second Temporary Waiver Period, no Borrower shall request, or seek to enforce, the funding of any Advances by any Defaulting Lender or any successor or assignee thereof.  Furthermore, during the Second Temporary Waiver Period, the U.S. Borrower and its Subsidiaries may not take any action, except the incurrence of Indebtedness permitted by clause

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(a) above, that would be prohibited by the terms of the Credit Agreement or any other Loan Document at any time while an Event of Default is in existence.

4.8           FAS 159.  Notwithstanding any other provision contained herein or in any other Loan Document, all terms of an accounting or financial nature used herein or in any other Loan Document shall be construed, and all computations of amounts and ratios referred to herein or in any other Loan Document shall be made at all times hereafter, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of  any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein.

4.9           Milestones.  The U.S. Borrower shall: (a) as soon as practicable and in any event not later than August 28, 2009 or such later date as agreed to by the Steering Committee, deliver to the Steering Committee a schedule detailing the extent to which basket limits under the Credit Agreement have been utilized, certified by a Responsible Officer as true, accurate and correct and (b) as soon as practicable and in any event not later than August 28, 2009 or such later date as agreed to by the Steering Committee, deliver to the Steering Committee, revised and up-to-date schedules to the Credit Agreement, the Guarantee and Collateral Agreement, the Canadian Security Agreement, the Mexican Pledge Agreement, the TTI Mexican Pledge Agreement, each Mortgage (and any other Collateral Document notified by the Steering Committee to the U.S. Borrower), certified by a Responsible Officer as true, accurate and correct, and otherwise in each case in form and substance reasonably satisfactory to the Steering Committee.

4.10         Conversion of Advances.  Notwithstanding anything to the contrary in the Loan Documents, from and after the Second Waiver Effective Date, (a) if, on any date, the per annum interest rate applicable to Base Rate Advances is lower than the per annum interest rate applicable to Eurodollar Rate Advances requested on such date and having an Interest Period of one month, such Base Rate Advances shall, on the third Business Day following such date, be converted into Eurodollar Rate Advances having an Interest Period of one month, and (b) subject to clause (a) above, on the last day of the then existing Interest Period therefor each Eurodollar Rate Advance will, at the option of the applicable Borrower either continue as a Eurodollar Rate Advance having an Interest Period of one month or Convert to a Base Rate Advance, and (c) the obligation of the Lenders to Convert or continue Advances into Eurodollar Rate Advances having an Interest Period of longer than one month shall be suspended.

4.11         Notice of Payment of Interest on Senior Subordinated Notes.  The U.S. Borrower shall provide the Administrative Agent with at least five (5) Business Days prior written notice (a “Senior Subordinated Notes Payment Notice”) of its intention to make the Senior Subordinated Notes Interest Payment.

4.12         Senior Subordinated Notes Waiver; Most Favored Nation Protection.

(a)           No property has been paid or will be payable to the holders of the Senior Subordinated Notes in connection with the Senior Subordinated Notes Waiver and if any cash consideration is paid to the holders of the Senior Subordinated Notes in connection

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with the Senior Subordinated Notes Waiver in an amount which exceeds (in percentage terms) the amount of the fee payable to Lenders that consent to the terms of this Agreement in accordance with Section 5.(b) below, an amount equal to such difference shall be paid as an additional fee pro rata to such Lenders.

(b)           If the terms of any amendment, waiver or forbearance (including the Senior Subordinated Notes Waiver) imposes any more onerous restriction or covenant on  the U.S. Borrower or any of its Subsidiaries under or in respect of the Senior Subordinated Notes (each an “Additional Restriction”) then:

(i)            the U.S. Borrower shall, and will cause each of the other Loan Parties to, enter into such documentation as the Administrative Agent may require in order to modify the terms of this Agreement and each other Loan Document in order to give effect to an obligation on the part of the U.S. Borrower or such other Loan Party to comply with the terms of any such Additional Restriction; and

(ii)           from and with effect from the date of imposition of such Additional Restriction, automatically and without the need for any further action by or on the part of the Administrative Agent, any Lender or any Loan Party and notwithstanding the occurrence of any Event of Default under Section 7.01 of the Credit Agreement with respect to any Loan Party, the U.S. Borrower or the applicable Loan Party shall be obliged to comply with the terms of such Additional Restriction as if it had been duly incorporated as an obligation in the Loan Documents.

SECTION 5.           Conditions Precedent.  This Agreement shall become effective as of the date first set forth above (the “Second Waiver Effective Date”) following the date on which all of the following conditions have been satisfied or waived:

(a)           Execution and Delivery.  The Borrowers, each other Loan Party and Lenders constituting the Majority Lenders shall have duly executed counterparts of this Agreement (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic (i.e., “pdf”) transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, Attention: Po Saidi (facsimile number: 212-354-8113 / e-mail address: psaidi@whitecase.com).

(b)           Second Temporary Waiver Fee.  The Administrative Agent shall have received from the U.S. Borrower, for the account of each Lender (other than a Defaulting Lender) that executes and delivers a counterpart of this Agreement to White & Case LLP in accordance with paragraph (a) above by 5:00 P.M., New York City time, on Friday August 14, 2009, a non-refundable temporary waiver fee in an amount equal to 0.30% of the sum of such Lender’s U.S. Revolving Commitment, Canadian Revolving Credit Commitment and Term Advances then outstanding, which fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter.

(c)           No Default.  After giving effect to this Agreement, there shall be no Default or Event of Default.

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(d)           Fees and Expenses.  The Administrative Agent shall have received all invoiced fees and accrued expenses of the Administrative Agent and the Steering Committee required to be paid by the Borrowers, including, without limitation, the reasonable fees and expenses of legal counsel to the Administrative Agent and the Steering Committee and the reasonable fees and expenses of any financial adviser appointed and retained under Section 4.1 (Financial Advisor).

SECTION 6.           Representations and Warranties.  In order to induce the Lenders to enter into this Agreement, the Borrowers and the other Loan Parties hereby represent and warrant to the Lenders that:

(a)           this Agreement has been duly authorized by all necessary action of such entity, duly executed and delivered by such entity and constitutes a legal, valid and binding obligation of the Borrowers and each Loan Party, as applicable, enforceable against each such entity respectively in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and

(b)           all of the representations and warranties of each Loan Party contained in the Credit Agreement or the other Loan Documents are true and correct in all material respects on the Second Waiver Effective Date (except with respect to or as may be affected by the Scheduled Defaults and/or the Additional Default), with the same effect as though such representations and warranties had been made on and as of the Second Waiver Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

SECTION 7.           Credit Agreement.  Except as expressly set forth herein, this Agreement (a) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, or the Borrowers under the Credit Agreement or any other Loan Document and (b) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.  After the date hereof, any reference in the Loan Documents to the Credit Agreement shall mean the Credit Agreement as modified hereby.

SECTION 8.           Consent of Loan Parties.  Each of the Loan Parties hereby consents to this Agreement.  Each of the parties hereto agrees that this Agreement shall constitute a Loan Document.

SECTION 9.           Release.  In further consideration of the execution by the Administrative Agent and the Lenders of this Agreement, each Borrower for itself and on behalf

9

of its successors, assigns, Subsidiaries and Affiliates (the “Releasing Parties”), hereby forever releases the Administrative Agent and the Lender Parties (other than any Defaulting Lender) and their successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Released Parties”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of action (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that any Releasing Party may have against the Released Parties that arise from or relate to any actions which the Released Parties may have taken or omitted to take prior to the date hereof, in each case with respect to, arising out of, or related to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third parties liable in whole or in part for the Obligations (the “Released Matters”). Each Releasing Party acknowledges that the agreements in this Section 9 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters and constitute a complete waiver of any right of setoff or recoupment, counterclaim or defense of any nature whatsoever which arose prior to the Second Waiver Effective Date to payment or performance of the Obligations.  Each Releasing Party represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts, or acts or omissions of the Released Parties which on the date hereof would be the basis of a claim by the Releasing Parties against the Released Parties which is not released hereby.  Each Releasing Party represents and warrants that it has not purported to transfer, assign, pledge or otherwise convey any of its right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of all Released Matters.  The Releasing Parties have granted this release freely, and voluntarily and without duress.

SECTION 10.         GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 11.         Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Borrowers, the other Loan Parties, the Administrative Agent and the Lenders, and each of their respective successors and permitted assigns, and shall not inure to the benefit of any third parties.  The execution and delivery of this Agreement by any Lender prior to the Second Waiver Effective Date shall be binding upon its successors and permitted assigns and shall be effective as to any Advances or Commitments assigned to it after such execution and delivery.

SECTION 12.         Counterparts.  This Agreement may be executed by the parties hereto in any number of separate counterparts (including facsimiled or electronic-mailed counterparts, and such facsimile or electronic mail signatures shall be deemed to be the same as original signatures), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument.

SECTION 13.         Headings.  The Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

*     *     *

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first written above.

ACCURIDE CORPORATION
By:	/s/ Stephen A. Martin
	Name: Stephen A. Martin
	Title: Vice President — General Counsel
ACCURIDE CANADA INC.
By:	/s/ Stephen A. Martin
	Name: Stephen A. Martin
	Title: Assistant Secretary
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.
FABCO AUTOMOTIVE CORPORATION
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 Loan Party
By:	/s/ Stephen A. Martin
	Name: Stephen A. Martin
	Title:Secretary

ACCURIDE ERIE L.P.,
	as a Loan Party
By:	AKW GENERAL PARTNER L.L.C.,
	as General Partner
	By:	ACCURIDE CORPORATION,
		as Sole Member
		By:	/s/ Stephen A. Martin
			Name:	Stephen A. Martin
			Title:	Vice President — General
				Counsel
ACCURIDE HENDERSON LIMITED
LIABILITY COMPANY
AKW GENERAL PARTNER L.L.C.,
each as a Loan Party
By:	ACCURIDE CORPORATION,
	as Sole Member
	By:	/s/ Stephen A. Martin
		Name:	Stephen A. Martin
		Title:	VP — General Counsel
IMPERIAL GROUP, L.P.,
as a Loan Party
By:	IMPERIAL GROUP HOLDING
	CORP. - 1, its General Partner
	By:	/s/ Stephen A. Martin
		Name:	Stephen A. Martin
		Title:	Secretary

EX-99.1

Exhibit 99.1

News Release
		CORPORATION
		7140 Office Circle
		P.O. Box 15600
		Evansville, IN 47716

Investor Contact:	Todd Taylor
Phone:	(812) 962-5105
Media Contact:	Eva Schmitz
Phone:	(812) 962-5011

FOR IMMEDIATE RELEASE

Accuride Announces Second Temporary Waiver Agreement with Lenders

EVANSVILLE, Ind. — Aug. 14, 2009 — Accuride Corporation (OTCBB:  AURD) today announced that it has entered into a Second Temporary Waiver Agreement with its lenders party to its Fourth Amended and Restated Credit Agreement.  The Second Temporary Waiver Agreement effectively extends the original Temporary Waiver Agreement, dated as of July 1, 2009, until September 7, 2009, subject to the ability to extend the waiver period to September 15, 2009, unless sooner terminated as provided for in the agreement.  The Second Temporary Waiver Agreement addresses any failure to comply with certain financial covenants specified in the Credit Agreement.  Further, the Second Temporary Waiver Agreement waives any failure to pay interest to holders of Accuride’s 8 ½ percent Senior Subordinated Notes due 2015 (Notes) after the expiration of the 30-day grace period provided in the Note indenture, provided that the Note holders provide the Company with a waiver or forbearance agreement regarding the non-payment of interest no later than September 7, 2009.

“We’re pleased to secure an extension of the waiver under our Credit Agreement to provide Accuride with additional time to evaluate and negotiate opportunities to refinance and recapitalize its business,” stated Jim Woodward, Accuride’s Senior Vice President and Chief Financial Officer.  “The Company and its advisors have been working diligently on a comprehensive plan that addresses the balance sheet challenges currently facing the Company due to the depressed conditions in the commercial vehicle market.”  As of June 30, 2009, Accuride had $47.6 million cash and cash equivalents.

“As we continue negotiations with our Lenders, we remain focused on managing our business through this industry downturn and providing our customers with high quality products,” said Bill Lasky, Accuride’s Chairman, President and Chief Executive Officer.

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“We do not take our customer relationships lightly; our customers are the reason we exist.  We will continue to pursue initiatives that drive the integrity of Accuride, the enhancement of our operational capabilities, and the outstanding quality and customer-focused services we provide.”

As consideration for the Second Temporary Waiver, Accuride agreed to provide detailed and regular financial information to a Steering Committee that was formed to represent the lenders in their negotiations with Accuride and to comply with other restrictions, including restrictions on incurring additional debt, making investments, and selling assets.  In addition, Accuride agreed to maintain an average liquidity of $32.5 million over a rolling five business day period and a minimum liquidity of $28 million, subject to specified Steering Committee discretion.  The temporary waiver is subject to certain early termination events, including the occurrence of other events of default under the Credit Agreement and payment by Accuride of interest on its outstanding Notes which, subject to a 30-day grace period, was due August 1, 2009.

To maintain the effectiveness of the original waiver, the Company did not pay the approximately $11.7 million of interest on August 3, 2009, to the holders of its Notes and intends to use the existing 30-day grace period provided in the Note indenture to continue discussions regarding a capital restructuring with its lenders. Under the indenture, the failure to make this interest payment would not constitute an event of default that permits acceleration of the Notes until the expiration of the 30-day grace period on September 2, 2009.

Forward-looking statements

Statements contained in this news release that are not purely historical are forward-looking statements within the meaning ofSection 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, or statements about future conditions in the economy or the commercial vehicle market.  It is important to note that Accuride’s actual future results could differ materially from those expressed or implied in such forward-looking statements, and such statements are subject to a number of risks, uncertainties and other factors.  These factors could include, among other things, whether the temporary waiver provides sufficient time to address Accuride’s on-going liquidity and financing concerns, including Accuride’s ability to obtain a long term amendment to its Credit Agreement, adjust its capital structure or implement any other strategic alternative described herein.  In addition, 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, 2008. Accuride’s preliminary results for its second fiscal quarter stated herein are forward-looking statements subject to change as a result of Accuride’s final review of its financial and operational results for the quarter.  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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