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): September 25, 2009

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Charter)

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

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

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

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

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

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

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

oPre-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.

Fourth Temporary Waiver Agreement

On September 30, 2009, Accuride Corporation (the “Company”) entered into a Fourth Temporary Waiver Agreement (the “Fourth Temporary Waiver”) 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 lenders party thereto (the “Lenders”), the administrative agent for the Lenders, and the other agents party thereto.

Pursuant to the terms of the Fourth 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 and other defaults described in the First Temporary Waiver Agreement filed on July 9, 2009, the Second Temporary Waiver filed on August 18, 2009 and the Third Temporary Waiver filed on September 15, for the duration of the Fourth Temporary Waiver Period.  The Fourth Temporary Waiver Period terminates on October 5, 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, (iii) the exercise of any rights or remedies under the Notes Indenture (as defined below) as a result of any “Default” or “Event of Default” under, and as defined in, the Notes Indenture, (iv) the occurrence of the Forbearance Termination Date (as defined below) under the Second Forbearance Agreement, or (v) the failure by the Company or the subsidiary guarantors to comply with the terms and provisions of the Fourth Temporary Waiver.

Under the Fourth 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 Fourth 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 (“Sun Capital”) is one of the lenders that approved the Fourth Temporary Waiver.  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.

Second Senior Subordinated Notes Forbearance Agreement

On September 30, 2009, the Company entered into a Second Forbearance Agreement (the “Second Forbearance Agreement”) among the Company and certain holders of the Company’s 8-1/2% Senior Subordinated Notes due 2015 (the “Notes”) issued pursuant to an Indenture dated as of January 31, 2005 among the Company, certain guarantors and The Bank of New York Mellon Trust Company (f.k.a. The Bank of New York Trust Company, N.A.), as Trustee (the “Notes Indenture”).

Pursuant to the terms of the Second Forbearance Agreement, the Note holders party thereto agreed to continue to forbear from exercising their rights and remedies under the Indenture and the Notes with respect to the Company’s failure to pay $11.7 million in interest on the Notes due August 3, 2009 (the “Note Interest Payment”).  The Second Forbearance Agreement terminates on October 5, 2009, unless terminated earlier as the result of, among other things: (i) an event of default under the Indenture that is not the Specified Default, (ii) a breach by the Company of any of the covenants or agreements provided in the Second Forbearance Agreement, or (iii) acceleration of the Company’s obligations under the Credit Agreement.

The Forbearance Agreement was signed by Note holders participating in the informal committee of Note holders, which is sufficient to effectively prevent action by Note holders to accelerate the Notes during the term of the Second Forbearance Agreement.

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The Company is proactively working to finalize a  restructuring transaction to address ongoing liquidity and financing concerns and is continuing discussions with its stakeholder groups.  The Company expects to use the term of the Fourth Temporary Waiver and the Second Forbearance Agreement to continue working toward implementing one or more restructuring alternatives.

Also, on September 25, 2009, the Company announced that it received (i) a letter from the Lenders extending the Milestone Date requirement described in the Third Temporary Waiver, filed on September 15, 2009, until September 30, 2009 and (ii) a letter from the informal committee of Note holders extending the Milestone Date requirement, as described in the Forbearance Agreement, filed on September 3, 2009, as amended by the Extension Letter filed on September 15, 2009, until September 30, 2009.  The Company announced the receipt of both letters in a press release dated September 25, 2009, a copy of which is furnished, and not filed, as Exhibit 99.1 to this report.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Fourth Temporary Waiver, which is attached as Exhibit 10.1, and the Second Forbearance Agreement which is attached as Exhibit 10.2 to this report, and each of which is incorporated into this Item 1.01 by reference.  The Company announced the Fourth Temporary Waiver and the Second Forbearance Agreement in a press release dated September 30, 2009, a copy of which is furnished, and not filed, as Exhibit 99.2 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1Fourth Temporary Waiver Agreement, dated September 30, 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.

10.2Second Forbearance Agreement, dated September 30, 2009, by and among Accuride Corporation, and the holders of the 8 1/2 percent Senior Subordinated Notes due 2015 party thereto.

99.1Press Release, dated September 25, 2009.

99.2Press Release, dated September 30, 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:	October 1, 2009	/s/ Stephen A. Martin
		Stephen A. Martin
		Vice President / General Counsel

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Fourth Temporary Waiver Agreement, dated September 30, 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.
10.2	Second Forbearance Agreement, dated September 30, 2009, by and among Accuride Corporation, and the holders of the 8 1/2 percent Senior Subordinated Notes due 2015 party thereto.
99.1	Press Release, dated September 25, 2009.
99.2	Press Release, dated September 30, 2009.

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EX-10.1

Exhibit 10.1

FOURTH TEMPORARY WAIVER AGREEMENT (this “Agreement”), dated as of September 30, 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 DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the Lenders (in such capacity as successor to Citicorp USA, Inc., 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, Citicorp USA, Inc., as Administrative Agent at such time, 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, as a result of the then likely occurrence and/or continuation of certain Events of Default after the First Temporary Waiver Termination Date, under the Credit Agreement, Citicorp USA, Inc., as Administrative Agent at such time, and the Lenders entered into that certain Second Temporary Waiver Agreement  (the “Second Temporary Wavier Agreement”), dated as August 14, 2009, whereby the Lenders agreed to extend the temporary waiver of the Scheduled Defaults and temporarily waive the Additional Default until the Second Temporary Waiver Termination Date;

E.             WHEREAS, as a result of the then likely occurrence and/or continuation of certain Events of Default after the Second Temporary Waiver Termination Date, under the Credit Agreement, the Administrative Agent and the Lenders entered into that certain Third Temporary Waiver Agreement  (the “Third Temporary Wavier Agreement”), dated as September 15, 2009, whereby the Lenders agreed to extend the temporary waiver of the Scheduled Defaults and the Additional Default and temporarily waive the Technical Default until the Third Temporary Waiver Termination Date;

F.             WHEREAS, the Administrative Agent and the Lenders will, if the Scheduled Defaults, the Additional Default or the Technical Default occur(s) and remain(s) continuing as a result of the Third Temporary Waiver Termination Date occurring, 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;

G.            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;

H.            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 Fourth Temporary Waiver Period (as defined below), except as contemplated in Section 4.7 hereof;

I.              WHEREAS, the Borrowers have requested that the Lenders agree to extend the temporary waiver of the Scheduled Defaults, the Additional Default and the Technical Default through the Fourth 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

J.             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, the First Temporary Waiver Agreement, the Second Temporary Waiver Agreement or the Third 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

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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, the Additional Default and the Technical Default would already have occurred and be continuing but for the Third Temporary Waiver Agreement and the Senior Subordinated Notes Forbearance (as defined below), continuing in full force and effect, and (ii) represents and warrants to the Administrative Agent and the Lenders that no Default or Event of Default (other than the Scheduled Defaults, the Additional Default and the Technical Default) has occurred and continues to exist as of the Fourth Waiver Effective Date (as defined below) and (b) absent the agreement of the Lenders to extend the temporary waiver of the Scheduled Defaults, the Additional Default and the Technical Default, as provided in this Agreement, the Administrative Agent and the Lenders would be entitled, following the occurrence and during the continuance of such Scheduled Defaults, Additional Default or Technical 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 Fourth 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.          Fourth Temporary Waiver Period.

Subject to the terms and conditions of this Agreement, the Lenders party hereto agree to temporarily waive the Scheduled Defaults, the Additional Default and the Technical Default during the period from and including the Fourth Waiver Effective Date until the earliest to occur of (the date of such occurrence, the “Fourth Temporary Waiver Termination Date”; and such period, the “Fourth Temporary Waiver Period”) (a) 5:00 P.M. (New York City time) on October 5, 2009, (b) the occurrence and continuance of an Event of Default that is not a Scheduled Default, an Additional Default or a Technical Default, (c) the date of payment of the

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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 occurrence of the “Forbearance Termination Date” under, and as defined in, that certain Forbearance Agreement (the “Senior Subordinated Notes Forbearance”), dated as of August 31, 2009, as heretofore amended, supplemented or otherwise modified or extended, or superseded by a new agreement entered into on substantially the same terms and otherwise in form and substance reasonably satisfactory to the Administrative Agent, by and among certain holders of the Senior Subordinated Notes, the U.S. Borrower, certain guarantors of the Senior Subordinated Notes and The Bank of New York Mellon Trust Company (f/k/a The Bank of New York Trust Company, N.A.), as trustee, (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 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 Fourth Temporary Waiver.

Each Loan Party acknowledges and agrees that the Lenders are only agreeing to temporarily waive the Scheduled Defaults, the Additional Default and the Technical Default during the Fourth Temporary Waiver Period, and after the Fourth Temporary Waiver Termination Date, if the Scheduled Defaults, the Additional Default and/or the Technical 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, an Additional Default or a Technical Default, and each such Event of Default that occurs shall, after it occurs, continue to exist after the Fourth 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 Fourth 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 Fourth 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 Fourth Temporary Waiver Period.

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Each Loan Party acknowledges and agrees that, on the Fourth Temporary Waiver Termination Date, the agreement of the Lenders to temporarily waive the Scheduled Defaults, the Additional Default and the Technical Default shall cease and be of no further force or effect, and if any Scheduled Default, Additional Default and/or Technical 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, Additional Defaults and/or Technical 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, the Additional Default and the Technical Default during the Fourth Temporary Waiver Period, if the Scheduled Defaults, the Additional Default and/or the Technical 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 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.          Minimum Liquidity.

From and after the Fourth Waiver Effective Date, the U.S. Borrower shall not, directly or indirectly, at any time permit (a) Liquidity to be less than $17,000,000 or (b) average Liquidity for five consecutive Business Days (“Average Liquidity”) to be less than $19,000,000; 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 $17,000,000 but greater than $15,000,000 or (B) average Liquidity for five consecutive Business Days is less than $19,000,000 but greater than $17,000,000, 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

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immediately notify the Administrative Agent and the Steering Committee of such failure.  In addition, if at any time (x) Liquidity is less than $26,000,000 or (y) Average Liquidity is less than $29,000,000, 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 $26,000,000 and Average Liquidity is greater than $29,000,000.

4.3.          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 Third 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 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).

4.4.          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 Fourth 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.

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4.5.          Additional Interest; Fees.

For each day during the Fourth 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 Fourth Temporary Waiver Period and on the Fourth Temporary Waiver Termination Date.

4.6.          Activity during Fourth 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 Fourth 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 Fourth Temporary Waiver Period, the U.S. Borrower and its Subsidiaries may not take any action, except the incurrence of Indebtedness permitted by clause (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.

4.7.          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.

4.8.          Conversion of Advances.

Notwithstanding anything to the contrary in the Loan Documents, from and after the Fourth 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

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Lenders to Convert or continue Advances into Eurodollar Rate Advances having an Interest Period of longer than one month shall be suspended.

4.9.          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.

4.10.        Senior Subordinated Notes Forbearance; 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 Forbearance (or any extension thereof) and if any cash consideration is paid to the holders of the Senior Subordinated Notes in connection with the Senior Subordinated Notes Forbearance (or any extension thereof) in an amount which exceeds (in percentage terms) the aggregate amount of the fee payable to Lenders that consented to the terms of this Agreement, an amount equal to such difference shall be paid as a fee pro rata to such Lenders.

(b)           If the terms of any amendment, waiver or forbearance (including the Senior Subordinated Notes Forbearance or any extension thereof) 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 “Fourth 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

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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) by 3:00 p.m., New York City time, on Wednesday, September 30, 2009.

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

(c)           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).

(d)           Senior Subordinated Notes Forbearance.  The holders of the Senior Subordinated Notes (i) shall have waived the requirements of Section 4.1 of the Senior Subordinated Notes Forbearance or shall have extended the deadline for such requirements to 5:00 p.m., New York City time, on October 5, 2009, and such waiver or extension shall be in form and substance reasonably satisfactory to the Administrative Agent and the Steering Committee and (ii) shall have extended the “Forbearance Termination Date” as such term is defined in the Senior Subordinated Notes Forbearance to 5.00 p.m. New York City time, on October 5, 2009.

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;

(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 Fourth Waiver Effective Date (except with respect to or as may be affected by the Scheduled Defaults, the Additional Default and/or the Technical Default), with the same effect as though such representations and warranties had been made on and as of the Fourth 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);

(c)           the Borrowers have provided all information required to be provided, and have taken all actions required to be taken, pursuant to Section 4.2 of the Third

9

Temporary Waiver Agreement, and all such information provided remains true and correct as of the Fourth Waiver Effective 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 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 Fourth 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

10

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 Fourth 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.

*     *     *

11

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: Vice President – 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-10.2

Exhibit 10.2

SECOND FORBEARANCE AGREEMENT

THIS SECOND FORBEARANCE AGREEMENT (this “Second Forbearance Agreement”), dated as of September 30, 2009, is entered into by and among certain holders of the 8-1/2% Senior Subordinated Notes due 2015 (“Notes”) issued pursuant to an indenture dated as of January 31, 2005 (the “Indenture”) among the Issuer (as defined below), certain guarantors (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A.(f.k.a. The Bank of New York Trust Company, N.A.), as Trustee (the “Trustee”), which holders are signatories hereto (each individually a “Holder” and collectively, “Holders”), and Accuride Corporation, a Delaware corporation (“Issuer”).

W I T N E S S E T H:

WHEREAS, the Issuer has not paid the $11,687,500 of interest on the Notes due on August 3, 2009  and such interest remains unpaid as of the date hereof;

WHEREAS, pursuant to Section 501(ii) of the Indenture, such failure to pay interest constitutes an Event of Default;

WHEREAS, the Issuer is engaged in discussions with lenders under its Senior Credit Facilities and with the Holders regarding a restructuring of its capital structure (a “Restructuring”);

WHEREAS, Holders entered into a forbearance agreement dated as of August 31, 2009, pursuant to which Holders agreed to provisionally forbear from exercising their rights and remedies under the Indenture and the Notes as a result of the foregoing default until September 30, 2009;

WHEREAS, the Issuer has requested that Holders agree to extend the provisional forbearance of the Specified Default (as defined below) through the Second Forbearance Termination Date (as defined below) in order to afford the Issuer and Holders an opportunity to continue discussions and attempt to finalize a Restructuring on terms and conditions acceptable to Holders (in their sole discretion);

WHEREAS, Holders are willing to agree to extend the provisional forbearance of the Specified Default through the Second Forbearance Termination Date, subject to the terms and conditions and to the extent set forth herein and without any advance understanding or agreement by Holders to consent to any proposed terms of Restructuring or the consummation of any transaction for which consent or waiver would be required under the Indenture; and

WHEREAS, the parties hereto desire to enter into this Second Forbearance Agreement to evidence and effectuate such extension of the provisional forbearance, subject to the terms and conditions and to the extent set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and the respective agreements, warranties and covenants contained herein, the parties hereto agree, covenant and warrant as follows:

1.            Definitions

1.1           Definitions.  As used herein, the following terms shall have the respective meanings given to them below:

(a)           “Second Forbearance Agreement” shall mean this Second Forbearance Agreement by and among Issuer and Holders, as the same now exists or may hereafter be amended, modified, extended, renewed, restated or replaced.

(b)           “Second Forbearance Termination Date” shall mean the earliest to occur of October 5, 2009, or the date of the occurrence of any Termination Event.

(c)           “Third Temporary Waiver” shall mean that certain Third Temporary Waiver Agreement, dated as of September 15, 2009, by and among Accuride Corporation, Accuride Canada Inc., the lenders party thereto and Citicorp USA, Inc.

(d)           “Third Temporary Waiver Termination Date” shall have the meaning ascribed to it in the Third Temporary Waiver.

(e)           “Senior Credit Facilities” shall mean the credit agreement dated as of January 31, 2005, as amended from time to time, among the Issuer, Accuride Canada Inc., a corporation organized and existing under the law of the Province of Ontario, the lenders named therein, Deutsche Bank Trust Company Americas (as successor to Citicorp USA, Inc.), as the administrative agent, and other agent parties thereto.

(f)            “Termination Event” shall mean the occurrence of any of the following events:

(i)            any Event of Default, other than the Specified Default;

(ii)           any breach of any of the conditions or agreements provided in this Second Forbearance Agreement, including, without limitation, the covenant set forth in Section 4.1 (it being agreed that prior to declaring a Termination Event for failure to satisfy the covenant in Section 4.1, Holders or their representative must first provide the Company with notice of the breach and at least two (2) days to cure such breach);

(iii)          the Trustee pursues any other remedies or rights permitted under Section 502 or 503 of the Indenture (notwithstanding its having received the notice required by the last sentence of Section 2.1(a));

(iv)          the lenders under the Senior Credit Facilities accelerate the obligations under the Senior Credit Facilities or pursue any remedies or rights in respect of the Senior Credit Facilities permitted by Section 7.01 of the Senior Credit Facilities; or

(v)           the lenders under the Senior Credit Facilities do not extend the Third Temporary Waiver Termination Date through and including at least October 5, 2009 or otherwise grant an additional waiver of any Default or Event of Default (each as defined in the Senior Credit Facilities) under the Senior Credit Facilities or agree to forbear from taking any

Enforcement Action (as defined in the Second Temporary Waiver) through and including at least October 5, 2009, on or before September 30, 2009.

1.2           Interpretation.  All capitalized terms used herein shall have the meanings assigned thereto in the Indenture unless otherwise defined herein.

2.            Provisional Forbearance as to Specified Default

2.1           Acknowledgment of Default.

(a)           The Issuer hereby acknowledges and agrees that (i) $11,687,500 of interest on the Notes due August 3, 2009 was not paid, and, as the date hereof, remains unpaid and such failure to pay constitutes an Event of Default (the “Specified Default”) pursuant to Section 501(ii) of the Indenture; and (ii) immediately upon the occurrence of the Specified Default, the Trustee or Holders of at least 30% of the principal amount of outstanding Notes are entitled to exercise certain rights and remedies under the Indenture, the Notes and applicable law.  The Issuer hereby represents and warrants that except for the Specified Default, no other defaults or Events of Default under the Indenture have occurred and are continuing as of the date hereof.  Except as expressly set forth in this Second Forbearance Agreement, the agreements of the Trustee and Holders hereunder to forbear provisionally in the exercise of their respective rights and remedies under the Indenture in respect of the Specified Default until the Second Forbearance Termination Date does not in any manner whatsoever limit any right of any of the Trustee and Holders to insist upon strict compliance by the Issuer with this Second Forbearance Agreement, the Indenture or the Notes.  Holders, however, agree to have their representatives inform the Trustee of this Second Forbearance Agreement and of their desire to have the Trustee act consistently with the forbearance arrangements provided for herein.

(b)           Holders have not waived presently, do not intend to waive and may never waive the Specified Default, and nothing contained herein or the transactions contemplated hereby shall be construed or interpreted to constitute any such waiver.  The Trustee’s and Holders’ actions in entering into this Second Forbearance Agreement are without prejudice to the rights of any of the Trustee and Holders to pursue any and all remedies under the Indenture pursuant to applicable law or in equity available to it in its sole discretion upon the termination (whether upon expiration thereof, upon acceleration or otherwise) of this Second Forbearance Agreement.

2.2           Forbearance.

(a)           Subject to satisfaction of the conditions precedent specified in Section 5 below, each Holder hereby agrees to forbear, and directs the Trustee to forbear, from exercising their respective rights and remedies under the Indenture, the Notes and applicable law until the Second Forbearance Termination Date.

(b)           Upon the Second Forbearance Termination Date, the agreement of each Holder to forbear, and direct the Trustee to forbear, with respect to the Specified Default shall automatically and without further action immediately terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit Trustee and/or Holders to immediately exercise their respective rights and remedies under the Notes and

Indenture, applicable law or otherwise with respect to the Specified Default, or any other Events of Default, which shall exist or shall have occurred and be continuing at such time.

2.3           No Waivers; Reservation of Rights.  Holders have not waived, are not by this Second Forbearance Agreement waiving and have no intention of waiving, any Defaults or Events of Default that have occurred or which may be continuing on the date hereof or any Defaults or Events of Default which may occur after the date hereof (whether the same or similar to the Specified Default or otherwise), and except as expressly set forth herein solely with respect to the Specified Default, Holders have not agreed to forbear with respect to any of its rights or remedies concerning any Defaults or Events of Default, which may have occurred or are continuing as of the date hereof or which may occur after the date hereof.

3.            Representations and Warranties

The Issuer hereby represents, warrants and covenants with and to Holders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof:

3.1           This Second Forbearance Agreement has been duly authorized, executed and delivered by Issuer and is in full force and effect as of the date hereof.  The agreements and obligations of the Issuer contained herein constitute the legal, valid and binding obligations of the Issuer enforceable by Holders against it in accordance with their respective terms, except as such enforceability may be limited by an applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity regardless of whether considered a proceeding in equity or at law.

3.2           The execution, delivery and performance of this Second Forbearance Agreement are all within the Issuer’s corporate powers.  Neither the execution, delivery or performance of this Second Forbearance Agreement by the Issuer, nor the consummation of the transactions contemplated herein, nor compliance with the provisions hereof (a) has violated or will violate any law or regulation or any order or decree of any court or governmental authority in any respect, or (b) does or shall conflict with or result in the breach of, or constitute a default in any respect under, any indenture, mortgage, deed of trust, security agreement, agreement or instrument to which Issuer is a party or Issuer or its property may be bound, or (c) has violated or will violate any provision of the certificate of incorporation, by-laws or other organizational or governing documents of the Issuer, or (d) has or will result in, or require, the creation or imposition of any lien, charge, security interest or other encumbrance on any of the assets or properties of the Issuer.

4.            Covenant

4.1           The Special Committee of the Board of Directors of the Issuer and its advisors will continue to diligently pursue negotiations with Holders (or a designated subset of Holders) of the terms of a Restructuring and will conduct such negotiations in good faith.  If the Special Committee of the Board of Directors of Accuride and its advisors fail to pursue good faith negotiations with the Holders (or a designated subset of Holders) for a Restructuring, Holders (or a designated subset of Holders) or their representative may provide the Company with notice of the breach of this Section 4.1, and if such breach is not cured in two (2) days, they may terminate

this Second Forbearance Agreement and shall have no further recourse against the Issuer on account of such breach.

5.            Conditions to Effectiveness

The effectiveness of the forbearance made pursuant to this Second Forbearance Agreement shall be subject to the satisfaction of each of the following conditions precedent and the effective date of this Second Forbearance Agreement (the “Effective Date”) shall be on the date on which each of the following conditions precedent has been satisfied:

5.1           The Issuer or its counsel shall have received counterparts of this Second Forbearance Agreement, duly authorized, executed and delivered, by Holders of a percentage of the principal amount of the outstanding Notes that is reasonably acceptable to the Issuer as indicated by a written confirmation provided by the Issuer to the counsel to the “ad hoc committee” of Holders of the Notes.

5.2           The Issuer shall have paid, or concurrently herewith will pay, all reasonable documented fees and expenses (including attorney fees) of the Trustee as of the date hereof and all reasonable documented fees and expenses of Holders as of the date hereof (including one attorney for all Holders, which is currently Milbank, Tweed, Hadley & Mccloy LLP and a single financial advisor for all Holders, which is currently Rothschild Inc.) incurred in connection with this Second Forbearance Agreement and the discussions regarding a restructuring of its capital structure.

6.            Provisions of General Application

6.1           Effect of this Second Forbearance Agreement.  Except as modified pursuant hereto, no other changes or modifications to the Notes and Indenture are intended or implied and in all other respects the Notes and Indenture are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof.

6.2           Merger.  This Second Forbearance Agreement and the documents executed in connection herewith represent the entire expression of the agreement of the Issuer and Holders regarding the matters set forth herein. No modification, rescission, waiver, release or amendment of any provision of this Second Forbearance Agreement shall be made, except by a written agreement signed by the Issuer and Holders.

6.3           Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.   THIS SECOND FORBEARANCE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT SUCH PRINCIPLES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE ISSUER AND EACH HOLDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING

ARISING OUT OF OR RELATING TO THIS SECOND FORBEARANCE AGREEMENT AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE ISSUER AND EACH HOLDER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE ISSUER OR ANY GUARANTOR IN ANY OTHER JURISDICTION.

6.4           Binding Effect; No Third Party Beneficiaries.  This Second Forbearance Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns, including, with respect to each Holder, its successor-in-interest with respect to the Notes.  This Second Forbearance Agreement is solely for the benefit of each of the parties hereto and their respective successors and assigns, and no other Person shall have any right, benefit, priority or interest under, or because of the existence of, this Second Forbearance Agreement.

6.5           Severability.  In case any provision of this Second Forbearance Agreement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

6.6           Counterparts.  This Second Forbearance Agreement may be executed in any number of counterparts, but all of such counterparts shall together constitute but one and the same agreement.  In making proof of this Second Forbearance Agreement, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto.  Delivery of an executed counterpart of this Second Forbearance Agreement by facsimile or other electronic method of transmission shall have the same force and effect as delivery of an original executed counterpart of this Second Forbearance Agreement.  Any party delivering an executed counterpart of this Second Forbearance Agreement by facsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Second Forbearance Agreement, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Second Forbearance Agreement as to such party or any other party.

7.            Release of Claims.

The Issuer, on behalf of itself, and any Person claiming by, through, or under the Issuer (collectively, the “Issuer Group”) acknowledges that it has no claim, counterclaim, setoff, recoupment, action or cause of action of any kind or nature whatsoever (“Claims”) against all or any of the Trustee or any of the Holders or any of their respective directors, officers, employees, agents, attorneys, financial advisors, legal representatives, affiliates, shareholders, partners,

successors and assigns (the Trustee or any of the Holders and their respective directors, officers, employees, agents, attorneys, financial advisors, legal representatives, affiliates, shareholders, partners, successors and assigns are jointly and severally referred to as the “Holder Group”), that directly or indirectly arise out of or are based upon or in any manner connected with any “Prior Event” (as defined below), and the Issuer on behalf of itself and all the other members of the Issuer Group hereby releases each member of the Holder Group from any liability whatsoever should any Claims nonetheless exist.  As used herein the term “Prior Event” means any transaction, event, circumstances, action, failure to act or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted or begun prior to the execution of this Second Forbearance Agreement and occurred, existed, was taken, permitted or begun in accordance with, pursuant to or by virtue of any terms of the Indenture, this Second Forbearance Agreement, or any of the transactions contemplated herein or therein or any oral or written agreement relating to any of the foregoing, including without limitation any approval or acceptance given or denied.  Notwithstanding the foregoing, this Section 7 shall not apply to (i) Claims directly or indirectly arising out of or based upon any breach of the confidentiality agreement entered into between a member of the Holder Group and the Issuer, if any, in connection with the Restructuring, or (ii) any Claims of bad faith or willful misconduct on the part of the Holder Group, in each case relating to breach or conduct, as the case may be, which occurred or existed and was unknown to the Issuer prior to the execution of this Second Forbearance Agreement. This Section 7 shall survive the termination of this Second Forbearance Agreement.

[REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

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 Extension of Milestone Date for Final Agreement

Continues Constructive Discussions with Creditors

EVANSVILLE, Ind. – September 25, 2009 – Accuride Corporation (OTCBB:  AURD) today announced that it continues to have constructive discussions with its key constituents regarding an expected restructuring transaction.  To facilitate these discussions, the holders of its 8-1/2% Senior Subordinated Notes due 2015 have agreed to extend the milestone date for achieving an agreement to a restructuring transaction under their forbearance agreement until September 30.  Accuride’s senior lenders have also extended the milestone date under their temporary waiver until September 30.  These extensions are expected to provide Accuride the time necessary to finalize terms of a financial restructuring that includes sufficient financing of its operations to provide security to its business partners.

“We appreciate the accommodation by our senior lenders and noteholders to allow additional time to finalize an acceptable restructuring arrangement,” said Bill Lasky, Accuride’s President, CEO, and Chairman of the Board.  “We also appreciate the ongoing support of our customers and suppliers and expect to continue the uninterrupted supply of our products and the payment of our suppliers as we continue through the restructuring process.”

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.  It is important to note that Accuride’s actual future results could differ

-more-

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 factoPrs could include, among other things, whether Accuride is able to successfully finalize the terms of the Agreement in Principle prior to the expiration of the third temporary waiver and the forbearance agreement, whether Accuride determines that another restructuring alternative provides greater value to Accuride and its stakeholders, and Accuride’s on-going liquidity and financing concerns.   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. 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.

###

EX-99.2

Exhibit 99.2

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 Extended Waiver with Lendersand

Extended Forbearance with Bondholders

EVANSVILLE, Ind. – Sept. 30, 2009 – Accuride Corporation (OTCBB:  AURD) today reported that it continues to have constructive discussions with key constituents in regards to an expected restructuring transaction.  As a result, the Company has entered into a new agreement with each of the holders of its 8 ½ percent Senior Subordinated Notes due 2015 and the lenders under its Fourth Amended and Restated Credit Agreement that effectively extend the term of the previous waiver and forbearance agreements to October 5, subject to certain early termination provisions.

“The extensions offer the Company the additional time we believe is necessary to solidify a restructuring arrangement which addresses our balance sheet issues,” said Bill Lasky, Accuride’s President, CEO, and Chairman of the Board.

Accuride Corporation is one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America.  Accuride’s products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components.  Accuride’s products are marketed under its brand names, which include Accuride, Gunite, Imperial, Bostrom, Fabco, Brillion, and Highway Original.  For more information, visit Accuride’s website at http://www.accuridecorp.com.

Forward-looking statements

Statements contained in this news release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Accuride’s expectations, hopes, beliefs and intentions, 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

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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. 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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